As filed with the Securities and Exchange Commission on January 31, 2014
1933 Act Registration No. 333-138592
1940 Act Registration No. 811-21979
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
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REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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¨
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Post-Effective Amendment No.
27
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and/or
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REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
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Amendment No.
28
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Nuveen Investment Trust V
(Exact Name of Registrant as Specified in Declaration of Trust)
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333 West Wacker Drive, Chicago, Illinois
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60606
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (312) 917-7700
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Kevin J. McCarthy
Vice President and Secretary
333 West Wacker Drive
Chicago, Illinois 60606
(Name and
Address of Agent for Service)
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Copies to:
Eric F. Fess
Chapman and Cutler LLP
111 West Monroe Street
Chicago,
Illinois 60603
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Approximate Date of Proposed Public Offering: As soon as practicable after effectiveness.
It is proposed that this filing will become effective (check appropriate box):
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x
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immediately upon filing pursuant to paragraph (b)
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on (date) pursuant to paragraph (a)(1)
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¨
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on (date) pursuant to paragraph (b)
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75 days after filing pursuant to paragraph (a)(2)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(2) of Rule 485.
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If appropriate, check the following box:
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 27
This Post-Effective Amendment to the Registration Statement comprises the following papers and contents:
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The Facing Sheet
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Part AThe Prospectus for Nuveen Gresham Diversified Commodity Strategy Fund and Nuveen Gresham Long/Short Commodity Strategy Fund
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Part BThe Statement of Additional Information for Nuveen Gresham Diversified Commodity Strategy Fund and Nuveen Gresham Long/Short Commodity Strategy Fund
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Part COther Information
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Signatures
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Exhibit Index
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Exhibits
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Mutual Funds
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Prospectus
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For investors seeking the potential for attractive total return.
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Nuveen Commodity Strategy Funds
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Class / Ticker Symbol
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Fund Name
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Class A
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Class C
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Class I
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Nuveen Gresham Diversified Commodity Strategy Fund
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NGVAX
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NGVCX
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NGVIX
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Nuveen Gresham Long/Short Commodity Strategy Fund
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NGSAX
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NGSCX
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NGSIX
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The Securities and Exchange Commission and the Commodity Futures Trading Commission have not approved or disapproved these securities or passed upon
the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Table of Contents
NOT FDIC OR
GOVERNMENT INSURED MAY LOSE VALUE NO BANK GUARANTEE
Section 1
Fund Summaries
Nuveen Gresham Diversified Commodity Strategy Fund
Investment Objective
The
investment objective of the Fund is to seek attractive total return.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at
least $50,000 in the Fund or in other Nuveen Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and in What Share Classes We
Offer on page 29 of the Funds prospectus, How to Reduce Your Sales Charge on page 31 of the prospectus and Purchase and Redemption of Fund Shares on page
S-50
of the
Funds statement of additional information.
Shareholder Fees
(fees paid directly from your investment)
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Class A
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Class C
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Class I
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Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
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5.75%
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None
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None
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Maximum Deferred Sales Charge (Load)
(as a percentage of the lesser of purchase price or redemption proceeds)
1
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None
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1.00%
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None
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Maximum Sales Charge (Load) Imposed on Reinvested Dividends
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None
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None
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None
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Exchange Fee
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None
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None
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None
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Annual Low Balance Account Fee (for accounts under $1,000)
2
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$15
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$15
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$15
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Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment)
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Class A
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Class C
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Class I
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Management Fees
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0.97%
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0.97%
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0.97%
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Distribution and/or Service (12b-1) Fees
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0.25%
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1.00%
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0.00%
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Other Expenses of the Fund
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1.37%
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1.13%
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1.17%
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Expenses of the Subsidiary
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0.48%
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0.48%
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0.48%
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Total Annual Fund Operating Expenses
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3.07%
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3.58%
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2.62%
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Fee Waivers and/or Expense Reimbursements
3
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(1.75)%
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(1.51)%
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(1.55)%
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Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements
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1.32%
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2.07%
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1.07%
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1
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The contingent deferred sales charge on Class C shares applies only to redemptions within 12 months of purchase.
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Fee applies to the following types of accounts under $1,000 held directly with the Fund: individual retirement accounts (IRAs), Coverdell Education Savings Accounts and accounts
established pursuant to the Uniform Transfers to Minors Act (UTMA) or Uniform Gifts to Minors Act (UGMA).
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The Funds investment adviser has agreed to waive fees and/or reimburse expenses through January 31, 2015 so that Total Annual Fund Operating Expenses (excluding
12b-1 distribution
and/or service fees, interest expenses, taxes, acquired fund fees and expenses, fees incurred in acquiring and disposing of portfolio securities and extraordinary expenses) do not exceed
1.10% of the average daily net assets of any class of Fund shares. This expense limitation may be terminated or modified prior to its expiration only with the approval of the Board of Trustees of the Fund.
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2
Section
1
Fund Summaries
Example
The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then either redeem or do not redeem your shares at the end of a period. The example also assumes that your investment has a 5% return each year, that the Funds operating
expenses remain the same and the contractual fee waivers currently in place are not renewed beyond January 31, 2015. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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Redemption
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No Redemption
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A
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C
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I
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A
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C
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I
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1 Year
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$
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702
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$
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210
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$
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109
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$
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702
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$
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210
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$
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109
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3 Years
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$
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1,313
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$
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958
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$
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667
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$
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1,313
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$
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958
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$
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667
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5 Years
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$
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1,949
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1,726
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$
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1,251
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$
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1,949
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$
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1,726
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$
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1,251
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10 Years
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$
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3,648
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$
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3,746
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$
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2,839
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$
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3,648
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$
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3,746
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$
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2,839
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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 0% of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, the Fund invests primarily in a diversified portfolio of commodity futures contracts and fixed income investments. The Funds investment strategy has two elements:
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A portfolio of exchange-traded commodity futures contracts providing long-only exposure to all principal groups in the global commodity markets which is actively
managed by Gresham Investment Management LLCs Near Term Active division (
Gresham
), a
sub-adviser
to the Fund, pursuant to its proprietary Tangible Asset Program
®
(referred to herein as
TAP
®
); and
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A portfolio of cash equivalents, U.S. government securities and other high-quality short-term debt securities which is actively managed by Nuveen Asset
Management, LLC (
Nuveen Asset Management
), the Funds other
sub-adviser.
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Commodity Investments.
The Fund invests in a diversified portfolio of exchange-traded commodity futures contracts with an aggregate value substantially equal to the Funds net assets. The Fund invests
in futures contracts in the six principal commodity groups in the global commodities markets: energy; industrial metals; agriculture; precious metals; foods and fibers; and livestock. The Fund may also invest in commodity-linked forward contracts,
notes, swap agreements and other derivative instruments that provide investment exposure to commodities.
Although the Fund may make investments in
commodity-linked derivative instruments directly, the Fund expects to primarily gain exposure to these investments by investing in the Gresham Diversified Commodity Fund Ltd., a wholly-owned subsidiary of the Fund organized under the laws of the
Cayman Islands (referred to herein as the
Subsidiary
). The Subsidiary is advised by Nuveen Fund Advisors, LLC, the Funds investment adviser (the
Adviser
), and is
sub-advised
by Gresham. The Funds investment in the Subsidiary is intended to provide the Fund with exposure to commodity markets within the limits of current federal income tax laws applicable to
investment companies such as the Fund, which limit the ability of investment companies to invest directly in commodity-linked derivative instruments. The Subsidiary has the same investment objective as the Fund, but unlike the Fund, it may invest
without limitation in commodity-linked derivative instruments. The Subsidiary is otherwise subject to the same fundamental and
non-fundamental
investment restrictions as the Fund. Except as otherwise noted,
for purposes of this prospectus, references to the Funds investments may also be deemed to include the Funds indirect investments through its Subsidiary.
Section 1
Fund Summaries
3
The Fund intends to invest up to 25% of its net assets in the Subsidiary, which in turn invests in a diversified
portfolio of exchange-traded commodity futures contracts. Because commodity futures contracts provide investment exposure that greatly exceeds the margin requirements for such positions, the Subsidiary will be able to use this small portion of the
Funds net assets to gain exposure to commodity futures contracts with an aggregate value substantially equal to 100% of the Funds net assets.
Gresham actively manages the Subsidiarys portfolio of commodity futures contracts pursuant to
TAP
®
, a fully collateralized, long-only, rules-based commodity investment strategy. TAP
®
s rules specify minimum liquidity requirements for commodity futures contracts and other parameters such as eligible
commodity futures contracts, contract term, commodity weightings and annual and interim rebalancing of individual commodities. Gresham currently bases its target weights on three inputs: (i) calculations of the values of global commodity
production; (ii) total U.S. dollar trading volume on commodity futures and forwards exchanges; and (iii) global import/export trade values. Gresham determines the TAP
®
rules governing the specific commodities in which the Subsidiary invests, and the relative target weighting of those commodities, annually. The target weights are
expected to remain unchanged until the next annual determination. Gresham limits the Subsidiarys concentration in any single commodity, commodity group and commodity complex in an attempt to moderate risk. Under normal market conditions,
Gresham avoids exercising discretion with respect to target weights between annual determinations. However, the actual portfolio weights may vary during the year and may in certain circumstances be rebalanced subject to TAP
®
s rule-based procedures. Generally, Gresham intends to invest in short-term commodity futures contracts with terms of one
to three months but may invest in contracts with terms of up to twelve months. Gresham intends to replace expiring commodity futures contracts with contracts expiring at a future date (i.e., roll contracts) in order to avoid the
Subsidiary taking physical delivery of a commodity.
Fixed Income Investments.
Assets not invested by the Fund in the Subsidiary or directly
in commodity-linked derivative instruments are invested by Nuveen Asset Management in cash equivalents, U.S. government securities and other high-quality short-term debt securities with final terms not exceeding one year at the time of investment.
The Funds fixed income investments consist primarily of direct and guaranteed obligations of the U.S. government and senior obligations of U.S. government agencies as well as money market securities. The Funds investments in cash
equivalents and short-term debt securities (other than U.S. government securities) will be rated at all times at the applicable highest short-term or long-term debt or deposit rating or money market fund rating as determined by at least one
nationally recognized statistical rating organization or, if unrated, judged by Nuveen Asset Management to be of comparable quality.
Principal Risks
The value of your investment in this Fund will change daily. You could lose money by investing in the Fund. 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 (which include certain risks presented by the Funds investment in the
Subsidiary), listed alphabetically, include:
Clearing Broker Risk
The failure or bankruptcy of the Subsidiarys clearing broker
could result in a substantial loss of Fund assets. Under current Commodity Futures Trading Commission (
CFTC
) regulations, a clearing broker maintains customers assets in a bulk segregated account. If a clearing broker fails
to do so, or is unable to satisfy a substantial deficit in a customer account, its other customers may be subject to risk of loss of their funds in the event of that clearing brokers bankruptcy. In that event, in the case of futures and
options on futures, the clearing brokers customers, such as the Subsidiary, are entitled to recover, even in respect of property specifically traceable to them, only a proportional share of all property available for distribution to all of
that clearing brokers customers. In the case of cleared swaps, customers of a clearing broker in bankruptcy are entitled to recover assets specifically attributable to them pursuant to new CFTC regulations, but may nevertheless risk loss of
some or all of their assets due to accounting or operational issues or due to legal risk in connection with the application of bankruptcy law to cleared swaps.
Commodity Risk
Investments in commodity-linked derivative instruments have a high degree of price variability and are subject to rapid and substantial price changes. Because the Fund has a significant
portion of its assets concentrated in commodity-linked derivative instruments, developments affecting commodities will have a disproportionate impact on the Fund. The Funds investment in commodity-linked derivative instruments may subject the
Fund to greater volatility than investments in traditional securities, particularly if the instruments involve leverage. Although the Funds commodity exposure as a whole will not be leveraged (i.e., the Funds commodity investments
4
Section
1
Fund Summaries
will have an aggregate value substantially equal to its net assets), individual commodity-linked derivative instruments may employ leverage. Such leverage creates the possibility for losses
greater than the amount invested and the likelihood of greater volatility of the Funds net asset value, and there can be no assurance that the Funds use of leverage will be successful.
Counterparty Risk
Certain commodity-linked derivative instruments, repurchase agreements, swap agreements and other forms of financial instruments that
involve counterparties subject the Fund to the risk that the counterparty could default on its obligations under the agreement, either through the counterpartys bankruptcy or failure to perform its obligations. In the event of default, the
Fund could experience lengthy delays in recovering some or all of its assets or no recovery at all. The Funds investments in the futures markets also introduce the risk that its futures commission merchant (
FCM
) would
default on an obligation set forth in an agreement between the Fund and the FCM, including the FCMs obligation to return margin posted in connection with the Funds futures contracts.
Credit Risk
Credit risk is the risk that an issuer of a debt security may be unable or unwilling to make interest and principal payments when due and
the related risk that the value of a debt security may decline because of concerns about the issuers ability or willingness to make such payments.
Derivatives Risk
The use of derivatives involves additional risks and transaction costs which could leave the Fund in a worse position than if it had not used these instruments. Derivative instruments
can be used to acquire or to transfer the risk and returns of a security or other asset without buying or selling the security or asset. These instruments may entail investment exposures that are greater than their cost would suggest. As a result, a
small investment in derivatives can result in losses that greatly exceed the original investment. Derivatives can be highly volatile, illiquid and difficult to value. A derivative transaction also involves the risk that a loss may be sustained as a
result of the failure of the counterparty to the contract to make required payments.
Frequent Trading Risk
Gresham regularly purchases
and subsequently sells, i.e. rolls, individual commodity futures contracts throughout the year so as to maintain a fully invested position. As the commodity contracts near their expiration dates, Gresham rolls them over into new
contracts. This frequent trading of contracts may increase the amount of commissions or
mark-ups
to broker-dealers that the Subsidiary pays when it buys and sells contracts, which may detract from the
Funds performance.
Income Risk
Income from the Funds fixed income investments could decline during periods of falling interest
rates.
Interest Rate Risk
Interest rate risk is the risk that the value of the Funds fixed income investments will decline because of
rising interest rates.
Non-U.S. Investment Risk
The Fund may invest in commodity futures contracts traded on non-U.S. exchanges or enter
into over-the-counter derivative contracts with non-U.S. counterparties. Transactions on non-U.S. exchanges or with non-U.S. counterparties present risk because they may not be subject to the same degree of regulation as their U.S. counterparts.
Regulatory Risk
Greshams investment decisions may need to be modified, and commodity contract positions held by the Fund and/or
the Subsidiary may have to be liquidated at disadvantageous times or prices, to avoid exceeding position limits established by the CFTC, potentially subjecting the Fund to substantial losses. The regulation of commodity transactions in the United
States is a rapidly changing area of law and is subject to ongoing modification by government, self-regulatory and judicial action. The effect of any future regulatory change on the Fund is impossible to predict, but could be substantial and adverse
to the Fund.
Subsidiary Risk
By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the
Subsidiarys investments in commodity-linked derivative instruments. The commodity-linked derivative instruments held by the Subsidiary are the same as those permitted to be held by the Fund and are subject to the same risks that apply if held
directly by the Fund. The Subsidiary is not registered under the Investment Company Act of 1940, as amended, and, unless otherwise noted in this prospectus, is not subject to regulation thereunder. Changes in the laws of the United States and/or the
Cayman Islands could result in the inability of the Fund and/or the Subsidiary to operate as described in this prospectus and could adversely affect the Fund.
Tax Risk
The Funds ability to make direct and indirect investments in commodity-linked derivative instruments is limited by the Funds intention to qualify each year as a regulated investment
company under the Internal Revenue Code of 1986, as amended. The Funds investment in its Subsidiary is intended to allow the Fund to obtain exposure
Section 1
Fund Summaries
5
to commodities while permitting it to satisfy the requirements applicable to regulated investment companies under current law. However, if the Fund were to fail to qualify as a regulated
investment company in any taxable year, and were ineligible to or otherwise did not cure such failure, the Fund would be subject to corporate-level taxation and, consequently, a reduction in income available for distribution to shareholders, and all
distributions to shareholders from earnings and profits would be taxable to shareholders as dividend income. Income and capital gains earned by the Subsidiary and distributed to the Fund and in turn its shareholders will generally be taxable to
shareholders as ordinary income, even if such income and gains would otherwise have qualified for tax-advantaged capital gain treatment. Also, net losses generated by the Subsidiary may not be netted against income or gains earned within the Fund
and may not be carried forward for use in future years to offset gains within the Fund or the Subsidiary, which may cause the Fund during a multi-year period to pay taxable distributions when it had experienced no total return or even negative total
return over such period. Changes in tax laws could have a material adverse impact on the Fund or the Subsidiary.
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/performance or by calling
(800) 257-8787.
The bar chart below shows the Funds performance 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
During the
one-year
period ended December 31, 2013, the Funds highest
and lowest quarterly returns were 3.71% and -8.72%, respectively, for the quarters ended September 30, 2013 and June 30, 2013.
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. After-tax returns are not relevant to investors who hold Fund shares in tax-deferred accounts such as IRAs or employer-sponsored retirement plans.
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.
6
Section
1
Fund Summaries
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Average Annual Total Returns
for the Periods Ended
December 31,
2013
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1 Year
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Since Inception
(July 30, 2012)
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Class A (return before taxes)
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(13.34
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)%
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(11.02
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)%
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Class A (return after taxes on distributions)
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(13.34
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)%
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(11.36
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)%
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Class A (return after taxes on distributions and sale of Fund shares)
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(7.55
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)%
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(8.44
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)%
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Class C (return before taxes)
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(8.73
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)%
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(7.93
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)%
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Class I (return before taxes)
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(7.80
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)%
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(6.99
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)%
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Dow Jones-UBS Commodity Index (reflects no deduction for fees, expenses or taxes)
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(9.52
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)%
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(9.74
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)%
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Lipper Commodities General Funds Classification Average (reflects no deduction for taxes or sales loads)
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(8.23
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)%
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(8.67
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)%
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Management
Investment Adviser
Nuveen Fund Advisors, LLC
Sub-Advisers
Gresham Investment Management LLC, through its Near Term Active division
Nuveen Asset Management, LLC
Portfolio Managers
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Name
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Title
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Portfolio Manager of Fund Since
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Gresham
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Randy Migdal
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Managing Director
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July 2012
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Susan Wager
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Managing Director
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July 2012
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Nuveen Asset Management
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Douglas M. Baker, CFA
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Senior Vice President
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July 2012
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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:
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Class A and Class C
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Class I
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Eligibility and Minimum Initial Investment
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$3,000 for all accounts except:
$2,500 for Traditional/Roth IRA
accounts.
$2,000 for Coverdell
Education Savings Accounts.
$250 for accounts opened through fee-based programs.
No minimum for retirement
plans.
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Available only through fee-based programs and certain retirement plans, and to other limited categories of
investors as described in the prospectus.
$100,000 for all accounts
except:
$250 for clients of
financial intermediaries and family offices that have accounts holding Class I shares with an aggregate value of at least $100,000 (or that are expected to reach this level).
No minimum for eligible retirement plans
and certain other categories of eligible investors as described in the prospectus.
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Minimum Additional Investment
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$100
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No minimum.
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Section 1
Fund Summaries
7
Tax Information
The Funds distributions are taxable and will generally be taxed as ordinary income or capital gains, unless you are investing through tax-deferred account (such as an IRA or 401(k) plan), in which case you
may be subject to federal income tax upon withdrawal from such tax-deferred account.
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.
8
Section
1
Fund Summaries
Nuveen Gresham Long/Short Commodity Strategy Fund
Investment Objective
The
investment objective of the Fund is to seek attractive total return.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at
least $50,000 in the Fund or in other Nuveen Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and in What Share Classes We
Offer on page 29 of the Funds prospectus, How to Reduce Your Sales Charge on page 31 of the prospectus and Purchase and Redemption of Fund Shares on page
S-50
of the
Funds statement of additional information.
Shareholder Fees
(fees paid directly from your investment)
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Class A
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Class C
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Class I
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Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
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5.75%
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None
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None
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Maximum Deferred Sales Charge (Load)
(as a percentage of the lesser of purchase price or redemption proceeds)
1
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None
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1.00%
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None
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Maximum Sales Charge (Load) Imposed on Reinvested Dividends
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None
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None
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None
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Exchange Fee
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None
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None
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None
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Annual Low Balance Account Fee (for accounts under $1,000)
2
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$15
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$15
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$15
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Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment)
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Class A
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Class C
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Class I
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Management Fees
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1.17%
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1.17%
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1.17%
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Distribution and/or Service (12b-1) Fees
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0.25%
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1.00%
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0.00%
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Other Expenses of the Fund
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3.02%
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2.14%
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2.10%
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Expenses of the Subsidiary
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0.99%
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0.99%
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0.99%
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Total Annual Fund Operating Expenses
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5.43%
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5.30%
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4.26%
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Fee Waivers and/or Expense Reimbursements
3
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(3.71)%
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(2.83)%
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(2.79)%
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Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements
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1.72%
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2.47%
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1.47%
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1
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The contingent deferred sales charge on Class C shares applies only to redemptions within 12 months of purchase.
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2
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Fee applies to the following types of accounts under $1,000 held directly with the Fund: individual retirement accounts (IRAs), Coverdell Education Savings Accounts and accounts
established pursuant to the Uniform Transfers to Minors Act (UTMA) or Uniform Gifts to Minors Act (UGMA).
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3
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The Funds investment adviser has agreed to waive fees and/or reimburse expenses through January 31, 2015 so that Total Annual Fund Operating Expenses (excluding
12b-1 distribution
and/or service fees, interest expenses, taxes, acquired fund fees and expenses, fees incurred in acquiring and disposing of portfolio securities and extraordinary expenses) do not exceed
1.50% of the average daily net assets of any class of Fund shares. This expense limitation may be terminated or modified prior to its expiration only with the approval of the Board of Trustees of the Fund.
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Section 1
Fund Summaries
9
Example
The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then either redeem or do not redeem your shares at the end of a period. The example also assumes that your investment has a 5% return each year, that the Funds operating
expenses remain the same and the contractual fee waivers currently in place are not renewed beyond January 31, 2015. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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Redemption
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No Redemption
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A
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C
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I
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A
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C
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I
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1 Year
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$
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740
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$
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250
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$
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150
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$
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740
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$
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250
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$
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150
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3 Years
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$
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1,792
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$
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1,334
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$
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1,038
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$
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1,792
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$
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1,334
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$
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1,038
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5 Years
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$
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2,836
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$
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2,411
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$
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1,940
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$
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2,836
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$
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2,411
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$
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1,940
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10 Years
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$
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5,406
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$
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5,075
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$
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4,254
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$
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5,406
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$
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5,075
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$
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4,254
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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 0% of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, the Fund invests primarily in a diversified portfolio of commodity futures contracts and fixed income investments. The Funds investment strategy has two elements:
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A portfolio of long and/or short exchange-traded commodity futures contracts providing long and/or short exposure to all principal groups in the global commodity
markets which is actively managed by Gresham Investment Management LLCs Near Term Active division (
Gresham
), a
sub-adviser
to the Fund, pursuant to its proprietary Long/Short Strategy;
and
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A portfolio of cash equivalents, U.S. government securities and other high-quality short-term debt securities which is actively managed by Nuveen Asset
Management, LLC (
Nuveen Asset Management
), the Funds other
sub-adviser.
|
Commodity Investments.
The Fund invests in a diversified portfolio of exchange-traded commodity futures contracts with an aggregate value substantially equal to the Funds net assets. The Fund invests
in futures contracts in the six principal commodity groups in the global commodities markets: energy; industrial metals; agriculture; precious metals; foods and fibers; and livestock. The Fund may also invest in commodity-linked forward contracts,
notes, swap agreements and other derivative instruments that provide investment exposure to commodities.
Although the Fund may make investments in
commodity-linked derivative instruments directly, the Fund expects to primarily gain exposure to these investments by investing in the Gresham Long/Short Commodity Fund Ltd., a wholly-owned subsidiary of the Fund organized under the laws of the
Cayman Islands (referred to herein as the
Subsidiary
). The Subsidiary is advised by Nuveen Fund Advisors, LLC, the Funds investment adviser (the
Adviser
), and is
sub-advised
by Gresham. The Funds investment in the Subsidiary is intended to provide the Fund with exposure to commodity markets within the limits of current federal income tax laws applicable to
investment companies such as the Fund, which limit the ability of investment companies to invest directly in commodity-linked derivative instruments. The Subsidiary has the same investment objective as the Fund, but unlike the Fund, it may invest
without limitation in commodity-linked derivative instruments. The Subsidiary is otherwise subject to the same fundamental and
non-fundamental
investment restrictions as the Fund. Except as otherwise noted,
for purposes of this prospectus, references to the Funds investments may also be deemed to include the Funds indirect investments through its Subsidiary.
10
Section
1
Fund Summaries
The Fund intends to invest up to 25% of its net assets in the Subsidiary, which in turn invests in a diversified
portfolio of exchange-traded commodity futures contracts. Because commodity futures contracts provide investment exposure that greatly exceeds the margin requirements for such positions, the Subsidiary will be able to use this small portion of the
Funds net assets to gain exposure to commodity futures contracts with an aggregate value substantially equal to 100% of the Funds net assets.
Gresham actively manages the Subsidiarys portfolio of commodity futures contracts pursuant to its Long/Short Strategy, a fully collateralized, long/short,
rules-based commodity investment strategy. The Long/Short Strategys rules specify minimum liquidity requirements for commodity futures contracts and other parameters such as eligible commodity futures contracts, contract term, commodity
weightings and annual and interim rebalancing of individual commodities. Gresham currently bases its target weights on three inputs: (i) calculations of the values of global commodity production; (ii) total U.S. dollar trading volume on
commodity futures and forwards exchanges; and (iii) global import/export trade values. Gresham determines the rules governing the specific commodities in which the Subsidiary invests, and the relative target weighting of those commodities,
annually. The target weights are expected to remain unchanged until the next annual determination. Gresham limits the Subsidiarys concentration in any single commodity, commodity group and commodity complex in an attempt to moderate risk.
Under normal market conditions, Gresham avoids exercising discretion with respect to target weights between annual determinations. However, the actual portfolio weights may vary during the year and may in certain circumstances be rebalanced subject
to the Long/Short Strategys rule-based procedures. Generally, Gresham intends to invest in short-term commodity futures contracts with terms of one to three months but may invest in contracts with terms of up to twelve months. Gresham intends
to replace expiring commodity futures contracts with contracts expiring at a future date (i.e., roll contracts) in order to avoid the Subsidiary taking or being required to make physical delivery of a commodity.
Gresham employs a momentum-based rule (a trading rule which incorporates information about price momentum in the commodity markets) to determine whether the
Subsidiarys commodity futures contracts within each group are held long, short or, in the case of petroleum-based contracts, flat. Greshams momentum-based rule compares the current price of an individual commodity contract,
as adjusted for the return generated by rolling an expiring contract into a contract expiring at a future date, against the contracts moving average price to determine whether to take a long or short position in that contract. Gresham does not
intend to short petroleum-based contracts because the prices of such contracts are generally more sensitive to geopolitical events than to supply-demand imbalances. Therefore, if Greshams momentum-based rule signals for a short position in a
petroleum-based contract, Gresham will instead move that position to cash (i.e., flat). The relative balance of the Subsidiarys long, short and/or flat exposure may vary significantly over time, and at certain times, the
Subsidiarys aggregate exposure may be all long or various combinations of long, short and/or flat. Gresham intends to manage its overall strategy so that the aggregate value of the Subsidiarys combined long, short and flat commodity
contracts is not expected to exceed 100% of the Funds net assets.
Fixed Income Investments.
Assets not invested by the Fund in the
Subsidiary or directly in commodity-linked derivative instruments are invested by Nuveen Asset Management in cash equivalents, U.S. government securities and other high-quality short-term debt securities with final terms not exceeding one year at
the time of investment. The Funds fixed income investments consist primarily of direct and guaranteed obligations of the U.S. government and senior obligations of U.S. government agencies as well as money market securities. The Funds
investments in cash equivalents and short-term debt securities (other than U.S. government securities) will be rated at all times at the applicable highest short-term or long-term debt or deposit rating or money market fund rating as determined by
at least one nationally recognized statistical rating organization or, if unrated, be judged by Nuveen Asset Management to be of comparable quality.
Principal Risks
The value of your investment in this
Fund will change daily. You could lose money by investing in the Fund. 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 (which include certain risks presented by the Funds investment in the Subsidiary), listed alphabetically, include:
Clearing Broker Risk
The failure or bankruptcy of the Subsidiarys clearing broker could result in a substantial loss of Fund assets. Under current Commodity Futures Trading Commission
(
CFTC
) regulations, a clearing broker maintains
Section 1
Fund Summaries
11
customers assets in a bulk segregated account. If a clearing broker fails to do so, or is unable to satisfy a substantial deficit in a customer account, its other customers may be subject
to risk of loss of their funds in the event of that clearing brokers bankruptcy. In that event, in the case of futures and options on futures, the clearing brokers customers, such as the Subsidiary, are entitled to recover, even in
respect of property specifically traceable to them, only a proportional share of all property available for distribution to all of that clearing brokers customers. In the case of cleared swaps, customers of a clearing broker in bankruptcy are
entitled to recover assets specifically attributable to them pursuant to new CFTC regulations, but may nevertheless risk loss of some or all of their assets due to accounting or operational issues or due to legal risk in connection with the
application of bankruptcy law to cleared swaps.
Commodity Risk
Investments in commodity-linked derivative instruments have a high degree
of price variability and are subject to rapid and substantial price changes. Because the Fund has a significant portion of its assets concentrated in commodity-linked derivative instruments, developments affecting commodities will have a
disproportionate impact on the Fund. The Funds investment in commodity-linked derivative instruments may subject the Fund to greater volatility than investments in traditional securities, particularly if the instruments involve leverage.
Although the Funds commodity exposure as a whole will not be leveraged (i.e., the Funds commodity investments will have an aggregate value substantially equal to its net assets), individual commodity-linked derivative instruments may
employ leverage. Such leverage creates the possibility for losses greater than the amount invested and the likelihood of greater volatility of the Funds net asset value, and there can be no assurance that the Funds use of leverage will
be successful.
Counterparty Risk
Certain commodity-linked derivative instruments, repurchase agreements, swap agreements and other
forms of financial instruments that involve counterparties subject the Fund to the risk that the counterparty could default on its obligations under the agreement, either through the counterpartys bankruptcy or failure to perform its
obligations. In the event of default, the Fund could experience lengthy delays in recovering some or all of its assets or no recovery at all. The Funds investments in the futures markets also introduce the risk that its futures commission
merchant (
FCM
) would default on an obligation set forth in an agreement between the Fund and the FCM, including the FCMs obligation to return margin posted in connection with the Funds futures contracts.
Credit Risk
Credit risk is the risk that an issuer of a debt security may be unable or unwilling to make interest and principal payments when due and
the related risk that the value of a debt security may decline because of concerns about the issuers ability or willingness to make such payments.
Derivatives Risk
The use of derivatives involves additional risks and transaction costs which could leave the Fund in a worse position than if it had not used these instruments. Derivative instruments
can be used to acquire or to transfer the risk and returns of a security or other asset without buying or selling the security or asset. These instruments may entail investment exposures that are greater than their cost would suggest. As a result, a
small investment in derivatives can result in losses that greatly exceed the original investment. Derivatives can be highly volatile, illiquid and difficult to value. A derivative transaction also involves the risk that a loss may be sustained as a
result of the failure of the counterparty to the contract to make required payments.
Frequent Trading Risk
Gresham regularly purchases
and subsequently sells, i.e. rolls, individual commodity futures contracts throughout the year so as to maintain a fully invested position. As the commodity contracts near their expiration dates, Gresham rolls them over into new
contracts. This frequent trading of contracts may increase the amount of commissions or
mark-ups
to broker-dealers that the Subsidiary pays when it buys and sells contracts, which may detract from the
Funds performance.
Income Risk
Income from the Funds fixed income investments could decline during periods of falling interest
rates.
Interest Rate Risk
Interest rate risk is the risk that the value of the Funds fixed income investments will decline because of
rising interest rates.
Non-U.S.
Investment Risk
The Fund may invest in commodity futures contracts
traded on
non-U.S.
exchanges or enter into
over-the-counter
derivative contracts with
non-U.S.
counterparties. Transactions on
non-U.S.
exchanges or with
non-U.S.
counterparties present risk because they may not be
subject to the same degree of regulation as their U.S. counterparts.
Regulatory Risk
Greshams investment decisions may need to be
modified, and commodity contract positions held by the Fund and/or the Subsidiary may have to be liquidated at disadvantageous times or prices, to avoid exceeding
12
Section
1
Fund Summaries
position limits established by the CFTC, potentially subjecting the Fund to substantial losses. The regulation of commodity transactions in the United States is a rapidly changing area of law and
is subject to ongoing modification by government, self-regulatory and judicial action. The effect of any future regulatory change on the Fund is impossible to predict, but could be substantial and adverse to the Fund.
Short Sales Risk
The Fund may sell futures contracts short. A short futures position allows the seller to profit from a decline in the price of the
underlying commodity to the extent such decline exceeds the transaction costs of the short position. Conversely, if the price of the underlying futures contract rises because of an increase in the price of the underlying commodity, the Fund will
realize a loss on the transaction. The Fund bears the risk of unlimited loss on contracts it sells short, as the price at which the Fund would need to cover a short position could theoretically increase without limit.
Subsidiary Risk
By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiarys investments in
commodity-linked derivative instruments. The commodity-linked derivative instruments held by the Subsidiary are the same as those permitted to be held by the Fund and are subject to the same risks that apply if held directly by the Fund. The
Subsidiary is not registered under the Investment Company Act of 1940, as amended, and, unless otherwise noted in this prospectus, is not subject to regulation thereunder. Changes in the laws of the United States and/or the Cayman Islands could
result in the inability of the Fund and/or the Subsidiary to operate as described in this prospectus and could adversely affect the Fund.
Tax
Risk
The Funds ability to make direct and indirect investments in commodity-linked derivative instruments is limited by the Funds intention to qualify each year as a regulated investment company under the Internal Revenue Code
of 1986, as amended. The Funds investment in its Subsidiary is intended to allow the Fund to obtain exposure to commodities while permitting it to satisfy the requirements applicable to regulated investment companies under current law.
However, if the Fund were to fail to qualify as a regulated investment company in any taxable year, and were ineligible to or otherwise did not cure such failure, the Fund would be subject to corporate-level taxation and, consequently, a reduction
in income available for distribution to shareholders, and all distributions to shareholders from earnings and profits would be taxable to shareholders as dividend income. Income and capital gains earned by the Subsidiary and distributed to the Fund
and in turn its shareholders will generally be taxable to shareholders as ordinary income, even if such income and gains would otherwise have qualified for tax-advantaged capital gain treatment. Also, net losses generated by the Subsidiary may not
be netted against income or gains earned within the Fund and may not be carried forward for use in future years to offset gains within the Fund or the Subsidiary, which may cause the Fund during a multi-year period to pay taxable distributions when
it had experienced no total return or even negative total return over such period. Changes in tax laws could have a material adverse impact on the Fund or the Subsidiary.
Whipsaw Market Risk
A whipsaw market is one in which significant price movements develop but then rapidly reverse. Because Greshams Long/Short Strategy seeks to capitalize on price
momentum in the commodity markets, if that momentum suddenly and unexpectedly reverses, the Subsidiary (and therefore the Fund) could experience substantial losses. For example, price patterns in the commodity markets may indicate upward momentum,
causing the Subsidiary to shift from short or flat positions to long positions. However, such patterns may reverse rapidly, leading to losses on the long positions and causing the Subsidiary to shift back to short or flat positions. An unexpected
change in government economic policy, a significant political or economic event, a surprise change in monetary policy, or a sudden shift in supply or demand could cause a severe reversal in value of the Subsidiarys long or short positions,
resulting in significant losses to the Fund.
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/performance or by calling
(800) 257-8787.
Section 1
Fund Summaries
13
The bar chart below shows the Funds performance 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
During the
one-year
period ended December 31, 2013, the Funds highest and
lowest quarterly returns were 2.64% and
-2.99%,
respectively, for the quarters ended June 30, 2013 and September 30, 2013.
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. After-tax returns are not relevant to investors who hold Fund shares in tax-deferred accounts such as IRAs
or employer-sponsored retirement plans.
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.
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|
|
Average Annual Total Returns
for the Periods Ended
December 31,
2013
|
|
|
|
1 Year
|
|
|
Since Inception
(July 30, 2012)
|
|
Class A (return before taxes)
|
|
|
(6.11
|
)%
|
|
|
(9.04
|
)%
|
Class A (return after taxes on distributions)
|
|
|
(6.11
|
)%
|
|
|
(9.14
|
)%
|
Class A (return after taxes on distributions and sale of Fund shares)
|
|
|
(3.46
|
)%
|
|
|
(6.89
|
)%
|
Class C (return before taxes)
|
|
|
(1.19
|
)%
|
|
|
(5.94
|
)%
|
Class I (return before taxes)
|
|
|
(0.16
|
)%
|
|
|
(4.96
|
)%
|
Dow Jones-UBS Commodity Index (reflects no deduction for fees, expenses or taxes)
|
|
|
(9.52
|
)%
|
|
|
(9.74
|
)%
|
Lipper Commodities General Funds Classification Average (reflects no deduction for taxes or sales loads)
|
|
|
(8.23
|
)%
|
|
|
(8.67
|
)%
|
14
Section
1
Fund Summaries
Management
Investment Adviser
Nuveen Fund Advisors, LLC
Sub-Advisers
Gresham Investment Management LLC, through its Near Term Active division
Nuveen Asset Management, LLC
Portfolio Managers
|
|
|
|
|
Name
|
|
Title
|
|
Portfolio Manager of Fund Since
|
Gresham
|
|
|
|
|
Susan Wager
|
|
Managing Director
|
|
July 2012
|
Randy Migdal
|
|
Managing Director
|
|
July 2012
|
Nuveen Asset Management
|
|
|
|
|
Douglas M. Baker, CFA
|
|
Senior Vice President
|
|
July 2012
|
Purchase and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any business day, which is any day the New York Stock Exchange is open for business. You may purchase, redeem or exchange shares of the Fund either
through a financial advisor or other financial intermediary or directly from the Fund. The Funds initial and subsequent investment minimums generally are as follows, although the Fund may reduce or waive the minimums in some cases:
|
|
|
|
|
|
|
Class A and Class C
|
|
Class I
|
Eligibility and Minimum Initial Investment
|
|
$3,000 for all accounts except:
$2,500 for Traditional/Roth IRA
accounts.
$2,000 for Coverdell
Education Savings Accounts.
$250 for accounts opened through fee-based programs.
No minimum for retirement
plans.
|
|
Available only through fee-based programs and certain retirement plans, and to other limited categories of
investors as described in the prospectus.
$100,000 for all accounts
except:
$250 for clients of
financial intermediaries and family offices that have accounts holding Class I shares with an aggregate value of at least $100,000 (or that are expected to reach this level).
No minimum for eligible retirement plans
and certain other categories of eligible investors as described in the prospectus.
|
Minimum Additional Investment
|
|
$100
|
|
No minimum.
|
Tax Information
The
Funds distributions are taxable and will generally be taxed as ordinary income or capital gains, unless you are investing through tax-deferred account (such as an IRA or 401(k) plan), in which case you may be subject to federal income tax upon
withdrawal from such tax-deferred account.
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
Section 2
How We Manage Your Money
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, LLC (
Nuveen Fund Advisors
), the Funds investment adviser, offers
advisory and investment management services to a broad range of mutual fund clients. Nuveen Fund Advisors is registered with the Securities and Exchange Commission as an investment adviser and with the Commodity Futures Trading Commission
(
CFTC
) as a commodity pool operator. 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, and had $214.9 billion of assets under management as of September 30, 2013.
Nuveen Fund Advisors has selected two firms to serve as
sub-advisers
to the Funds:
|
|
|
Gresham Investment Management LLC (
Gresham
LLC
), located at 257 Park Avenue South,
7
th
Floor, New York, New York 10010, is registered with the
CFTC as a
commodity trading advisor and commodity pool operator, is a member of the National Futures Association, and is also registered with the Securities and Exchange Commission as an investment adviser. Gresham LLCs actively managed commodity
futures strategies were first offered to outside clients in September 2004. On December 31, 2011, Nuveen Investments completed its acquisition of a 60% stake in Gresham LLC. Gresham LLC manages the Funds commodity investments through its Near
Term Active division (referred to herein as
Gresham NTA
or
Gresham
).
|
|
|
|
Nuveen Asset Management, LLC (
Nuveen Asset Management
), located at 333 West Wacker Drive, Chicago, Illinois 60606, is registered with the
Securities and Exchange Commission as an investment adviser. Nuveen Asset Management is a subsidiary of Nuveen Fund Advisors.
|
Gresham and Nuveen Asset Management manage the investment of the Funds assets on a discretionary basis, subject to the supervision of Nuveen Fund Advisors.
Gresham is responsible for managing the Funds commodity investments. Susan Wager and Randy Migdal are the portfolio managers for the assets
of the Funds managed by Gresham.
|
|
|
Susan Wager has served as Managing Director of Gresham LLC and Senior Trader for Gresham NTA since March 2005. She is responsible for
|
16
Section
2
How We Manage Your Money
|
Greshams Long/Short Strategy as well as all option-related strategies, and she assists with implementation of Greshams long-only strategies, including TAP
®
. From March 2004 to March 2005, Ms. Wager was a Risk Management and Business Analyst for Millennium Partners, a hedge fund,
where her responsibilities included detailed work with risk management and trading and alert systems. From March 2002 to March 2004, she was an Equity Research Assistant with Citigroup Smith Barney/Bear Stearns, and was responsible for sales force,
institutional client and company interaction and service. Ms. Wager was a Commodity Options Trader from December 1998 to January 2001 at Fimat USA, Inc., a futures commission merchant, and conceptualized, implemented and coordinated all trading
strategies while functioning as a market maker in exchange-traded options. She also monitored and managed portfolio risks with regard to hedge, volatility and switch exposures. From November 1987 to November 1998, Ms. Wager held various positions at
the Mocatta Corporation and The Falconwood Corporation, a family office affiliated with Gresham LLC, including Commodity Options Trader (conceptualized, implemented and coordinated all trading strategies while functioning as a market maker in
exchange-traded options), Arbitrage and Product Trader (quoted and traded precious metal spot, forwards, futures, exchange-for-physical transactions, investor products and options), and Loan Financing Specialist (worked in precious metals loan
financing program).
|
|
|
|
Randy Migdal has served as Managing Director of Gresham LLC and Head Trader for Gresham NTA since June 2006. He is responsible for Greshams Near Term
Active Implementation strategies, including TAP
®
, and he assists with the implementation of Greshams Long/Short
Strategy. From January 2003 to June 2006, Mr. Migdal was seconded by Gresham LLC to the Lehman Brothers Investment Management Division, where his responsibilities included managing both the TAP
®
portfolio and the Risk Dispersing Portfolio, a long-only futures asset allocation portfolio consisting of treasury bonds/notes, foreign stocks, domestic stocks,
precious metals, tangible commodities and foreign currencies. He also coordinated focus groups to assess managed futures opportunities for Lehman Brothers clients and worked closely with senior management to create a commodity fund-of-funds
product to deliver to the retail and institutional community. From July 1995 to January 2003, Mr. Migdal was the Supervisor of Proprietary Trading for The Falconwood Corporation, a family office affiliated with Gresham LLC, where his
responsibilities included executing all trading activity for TAP
®
as well as a dynamic hedging portfolio designed to
counteract or enhance assigned asset allocation positions as necessitated by current market conditions.
|
Nuveen
Asset Management is responsible for managing the Funds fixed income investments. Douglas M. Baker is the portfolio manager for the assets of the Funds managed by Nuveen Asset Management.
|
|
|
Douglas M. Baker, CFA, is a Senior Vice President at Nuveen Asset Management and a portfolio manager for the Funds and certain preferred security strategies. He
joined Nuveen Asset Management in 2006 as a Vice President and Derivatives Analyst, and later that year his responsibilities expanded to include portfolio management duties. Mr. Baker also manages Nuveen Asset Managements derivative
overlay group, where he is responsible for implementing derivatives-based hedging strategies across the Nuveen Asset Management municipal strategies complex. Prior to joining Nuveen, Mr. Baker spent three years at Lehman Brothers in
institutional fixed income and derivatives sales,
|
Section 2
How We Manage Your Money
17
|
and prior to that he spent five years at Bank of America in corporate and commercial banking. He manages investments for six Nuveen-sponsored investment companies, with a total of approximately
$3.4 billion under management.
|
Additional information about the portfolio managers compensation,
other accounts managed by the portfolio managers and the portfolio managers ownership of securities in the Funds is provided in the statement of additional information.
How Gresham Has PerformedTAP
®
Composite
Because the Subsidiary in which Nuveen Gresham Diversified Commodity Strategy Fund invests
employs Greshams TAP
®
strategy, the historical performance of Greshams client accounts utilizing this strategy
may be considered relevant to investors. The tables and charts below illustrate the historical performance of Greshams
TAP
®
Composite, which is derived from all client accounts managed by Gresham that have employed TAP
®
from its inception date of January 3, 2005 through December 31, 2013. The TAP
®
Composite consisted of 16 client accounts totaling approximately $4.6 billion in assets as of December 31, 2013. These
accounts are not subject to all of the same investment restrictions, investment inflows and outflows, and distribution requirements as Nuveen Gresham Diversified Commodity Strategy Fund, which may affect Fund performance. These accounts are also not
subject to the diversification requirements and other restrictions imposed by the Investment Company Act of 1940, as amended (the
1940 Act
), and the Internal Revenue Code of 1986, as amended (the
Internal Revenue
Code
), which, if applicable, might have adversely affected performance. Performance is gross of fees and expenses but net of Class A maximum operating expenses of 1.35% for Nuveen Gresham Diversified Commodity Strategy Fund.
Performance calculated on offer price also assumes deduction of the maximum Class A sales charge of 5.75%. These returns would be different for Class C or I shares because of their different sales charges and operating expenses. The table and
chart below also include the historical performance of the Dow Jones-UBS Commodities Index (Nuveen Gresham Diversified Commodity Strategy Funds benchmark) and the Lipper Commodities General Funds Category, assuming in each case reinvestment of
dividends and without reflecting management fees. You cannot invest directly in these indices.
Of course, past performance is no
indication of future results. The chart and table presented here represent the performance of other accounts managed by Gresham and not actual Fund performance. Please see www.nuveen.com for Nuveen Gresham Diversified Commodity Strategy Funds
most recent performance information.
18
Section
2
How We Manage Your Money
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Annual Total Returns
as of December 31, 2013
|
|
|
|
1 Year
|
|
|
3 Years
|
|
|
5 Years
|
|
|
Since
Inception*
|
|
Gresham Tangible Asset Program (TAP)
®
Composite
(NAV)
|
|
|
(8.10
|
)%
|
|
|
(5.77
|
)%
|
|
|
4.08
|
%
|
|
|
0.81
|
%
|
Gresham Tangible Asset Program (TAP)
®
Composite
(Offer)
|
|
|
(13.39
|
)%
|
|
|
(7.62
|
)%
|
|
|
2.86
|
%
|
|
|
0.15
|
%
|
Dow Jones-UBS Commodities Index**
|
|
|
(9.52
|
)%
|
|
|
(8.11
|
)%
|
|
|
1.51
|
%
|
|
|
(0.01
|
)%
|
Lipper Commodities General Funds Category Average
|
|
|
(8.30
|
)%
|
|
|
(6.11
|
)%
|
|
|
2.68
|
%
|
|
|
(0.26
|
)%
|
|
*
|
Inception date of Greshams TAP
®
strategy was January 3, 2005.
|
|
**
|
The Dow Jones-UBS Commodities Index tracks a diversified group of commodities and commodities futures contracts traded on U.S. and London exchanges.
|
How Gresham Has PerformedLong/Short Composite
Because the Subsidiary in which Nuveen Gresham Long/Short Commodity Strategy Fund invests employs Greshams Long/Short
Strategy, the historical performance of Greshams client accounts utilizing this strategy may be considered relevant to investors. The tables and charts below illustrate the historical performance of Greshams Long/Short Composite, which
is derived from all client accounts managed by Gresham that have employed Greshams Long/Short Strategy from its inception date of July 30, 2012 through December 31, 2013. The Composite consisted of 2 client accounts totaling
approximately $14.9 million in assets as of December 31, 2013. These accounts are not subject to all of the same investment restrictions, investment inflows and outflows, and distribution requirements as Nuveen Gresham Long/Short Commodity
Strategy Fund, which may affect Fund performance. These accounts are also not subject to the diversification requirements and other restrictions imposed by the 1940 Act and the Internal Revenue Code, which, if applicable, might have adversely
affected performance. Performance is gross of fees and expenses but net of Class A maximum operating expenses of 1.75% for Nuveen Gresham Long/Short Commodity Strategy Fund. Performance calculated on offer price also assumes deduction of the
maximum Class A sales charge of 5.75%. These returns would be different for Class C or I shares because of their different sales charges and operating expenses. The table and chart below also include the historical performance of the Dow
Jones-UBS Commodities Index (Nuveen Gresham Long/Short Commodity Strategy Funds benchmark) and the Lipper Commodities General Funds Category, assuming in each case reinvestment of dividends and without reflecting management fees. You cannot
invest directly in these indices.
Of course, past performance is no indication of future results. The chart and table presented
here represent the performance of other accounts managed by Gresham and not actual Fund performance. Please see www.nuveen.com for Nuveen Gresham Long/Short Commodity Strategy Funds most recent performance information.
Section
2
How We Manage Your Money
19
|
|
|
|
|
|
|
|
|
|
|
Average Annual Total
Returns
as of December 31, 2013
|
|
|
|
1 Year
|
|
|
Since
Inception*
|
|
Gresham Long/Short Composite (NAV)
|
|
|
(0.65
|
)%
|
|
|
(5.45
|
)%
|
Gresham Long/Short Composite (Offer)
|
|
|
(6.36
|
)%
|
|
|
(9.32
|
)%
|
Dow Jones-UBS Commodities Index**
|
|
|
(9.52
|
)%
|
|
|
(9.13
|
)%
|
Lipper Commodities General Funds Category Average
|
|
|
(8.30
|
)%
|
|
|
(8.11
|
)%
|
|
*
|
Inception date of Greshams Long/Short strategy was July 30, 2012.
|
|
**
|
The Dow Jones-UBS Commodities Index tracks a diversified group of commodities and commodities futures contracts traded on U.S. and London exchanges.
|
Management Fees
The
management fee schedule for each Fund consists of two components: a Fund-level fee, based only on the amount of assets within a Fund, and a complex-level fee, based on the aggregate amount of all eligible fund assets managed by Nuveen Fund Advisors.
The annual Fund-level fee, payable monthly, is based upon the average daily net assets of each Fund as follows:
|
|
|
|
|
|
|
|
|
Average Daily Net Assets
|
|
Nuveen Gresham
Diversified Commodity
Strategy Fund
|
|
|
Nuveen Gresham
Long/Short Commodity
Strategy Fund
|
|
For the first $125 million
|
|
|
0.8000
|
%
|
|
|
1.0000
|
%
|
For the next $125 million
|
|
|
0.7875
|
%
|
|
|
0.9875
|
%
|
For the next $250 million
|
|
|
0.7750
|
%
|
|
|
0.9750
|
%
|
For the next $500 million
|
|
|
0.7625
|
%
|
|
|
0.9625
|
%
|
For the next $1 billion
|
|
|
0.7500
|
%
|
|
|
0.9500
|
%
|
For net assets over $2 billion
|
|
|
0.7250
|
%
|
|
|
0.9250
|
%
|
The complex-level fee is the same for each Fund. It begins at a maximum rate of 0.2000% of each Funds
average daily net assets, based upon complex-level assets of $55 billion, with breakpoints for eligible assets above that level. Therefore, the maximum management fee rate for each Fund is the Fund-level fee plus 0.2000%. As of September 30,
2013, the effective complex-level fee for each Fund was 0.1686% of a Funds average daily net assets.
For the most recent
fiscal year, Nuveen Fund Advisors reimbursed expenses in excess of management fees for each 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, acquired fund fees and expenses and extraordinary expenses) for the Funds do not exceed the percentages of the average daily net assets listed below of any class of Fund shares.
|
|
|
Nuveen Gresham Diversified Commodity Strategy Fund
|
|
1.10% through January 31, 2015
|
Nuveen Gresham Long/Short Commodity Strategy Fund
|
|
1.50% through January 31, 2015
|
The expense limitations may be terminated or modified prior to their expiration only with the approval of the Board
of Trustees of the Funds.
Information regarding the Board of Trustees approval of the investment management agreements is
available in the Funds annual report for the fiscal year ended September 30, 2013.
Management of the Subsidiaries
Gresham Diversified Commodity Fund Ltd. and Gresham Long/Short Commodity Fund Ltd. (each a
Subsidiary
and
collectively the
20
Section
2
How We Manage Your Money
Subsidiaries
) are wholly-owned subsidiaries of the Funds. The Subsidiaries are organized under the laws of the Cayman Islands and overseen by their own boards of directors.
Each Fund is the sole shareholder of its Subsidiary, and it is currently expected that shares of the Subsidiaries will not be sold or offered to other investors.
Nuveen Fund Advisors serves as the investment adviser of the Subsidiaries. Nuveen Fund Advisors has selected Gresham to serve as
sub-adviser
to the Subsidiaries. Gresham
manages the investment of the Subsidiaries assets on a discretionary basis, subject to the supervision of Nuveen Fund Advisors. The Subsidiaries do not pay Nuveen Fund Advisors or Gresham a management fee for their services. The Subsidiaries
have also entered into separate contracts for the provision of custody and transfer agency services. Each Fund, as the sole shareholder of its Subsidiary, will bear the costs of these services, which will ultimately be borne by shareholders of the
Funds.
The Funds investment objectives, which are described in the Fund Summaries section, may be
changed without shareholder approval. If your Funds investment objective changes, you will be notified at least 60 days in advance.
The Funds investment policies may be changed by the Board of Trustees without shareholder approval unless otherwise noted in this prospectus
or the statement of additional information.
The Funds principal investment strategies are discussed in the Fund
Summaries section. These are the strategies that the Funds investment adviser and
sub-advisers
believe are most likely to be important in trying to achieve the Funds investment objectives.
This section provides more information about these strategies, as well as information about some additional strategies that the Funds
sub-advisers
use, or may use, to achieve the Funds objectives.
You should be aware that each Fund may also use strategies and invest in securities or other instruments that are not described in this prospectus, but that are described in the statement of additional information. For a copy of the statement of
additional information, call Nuveen Investor Services at (800) 257-8787 or visit Nuveens website at www.nuveen.com.
Commodity Investments
Each
Fund, through its investment in its Subsidiary, invests in a diversified portfolio of exchange-traded commodity futures contracts. Other commodity-linked derivative instruments in which each Fund and its Subsidiary may invest include commodity
forward contracts, commodity swaps, options on commodity futures contracts and commodity-linked structured notes. Commodity futures and forward contracts are financial instruments in which a buyer agrees to purchase and a seller agrees to sell a
designated commodity for a fixed price at a specified future date. Commodity futures may be listed on U.S. or
non-U.S
exchanges and thus traded at market prices pursuant to terms common to all market
participants, while commodity forwards are typically privately negotiated between the buyer and a counterparty. A commodity swap is an agreement between two parties to exchange cash flows or returns (or differences in returns) on a commodity,
commodity basket or commodity index. An option on a futures contract gives the holder the right to enter into a specified futures contract; if the option is exercised, the initial holder of the option would enter into the long side of the contract
and would buy the underlying asset at the futures
Section 2
How We Manage Your Money
21
price. A structured note is a debt instrument the return on which is tied to a reference asset or rate, such as a commodity, commodity basket or commodity index.
In the event a Fund is unable to fully implement its investment strategy due to changes in regulations, counterparty matters, or other
circumstances, the Fund may seek to gain commodity exposure by investing, either directly or through the Subsidiary, in securities of certain investment companies and other pooled investment vehicles that invest primarily in commodities or
commodity-linked derivative instruments, and in exchange-traded notes linked to the value of commodities.
Fixed Income Investments
Each Funds commodity investments generally will not require significant outlays of principal. Each Fund may invest up to 25%
of its net assets in the Subsidiary, which will serve as margin to secure its Subsidiarys futures contract positions. Margin held in commodity futures accounts maintained by the Subsidiaries clearing broker is invested by the clearing
broker in high-quality instruments permitted under CFTC regulations.
Each Funds remaining assets are invested by Nuveen Asset
Management in cash equivalents, U.S. government securities and other high-quality short-term debt securities with final terms not exceeding one year at the time of investment. The Funds fixed income investments consist primarily of direct and
guaranteed obligations of the U.S. government and senior obligations of U.S. government agencies as well as money market securities. The Funds investments in cash equivalents and short-term debt securities (other than U.S. government
securities) will be rated at all times at the applicable highest short-term or long-term debt or deposit rating or money market fund rating as determined by at least one nationally recognized statistical rating organization or, if unrated, judged by
Nuveen Asset Management to be of comparable quality.
For temporary defensive purposes and during periods of high cash inflows or
outflows, the Funds may depart from their principal investment strategies and invest up to 100% of their net assets in cash equivalents, U.S. government securities and other high-quality short-term debt securities. During such periods, the Funds may
not be able to achieve their investment objectives. A Fund may adopt a defensive strategy when Nuveen Fund Advisors and Gresham believe the instruments in which the Fund normally invests have elevated risks due to political or economic factors, in
the event that unanticipated legal or regulatory developments interfere with implementation of the Funds principal investment strategies, and in other extraordinary circumstances. For more information on eligible fixed income investments, see
the statement of additional information.
Investment Companies and Other Pooled Investment Vehicles
The Funds may invest in securities of other
open-end
or
closed-end
investment companies, including exchange-traded funds (
ETFs
), that invest primarily in securities and other instruments of the types in which the Funds may invest directly. In addition, the Funds may invest in pooled investment
vehicles (other than investment companies). An ETF is an investment company 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.
22
Section
2
How We Manage Your Money
As a shareholder in a pooled investment vehicle, the Funds will bear their ratable share of that
vehicles expenses, and would remain subject to payment of the Funds advisory and administrative fees with respect to assets so invested. Shareholders would therefore be subject to duplicative expenses to the extent the Funds invest in
other pooled investment vehicles. In addition, the Funds will incur brokerage costs when purchasing and selling shares of ETFs. 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.
Generally, investments in ETFs are subject to statutory
limitations prescribed by the Investment Company Act of 1940, as amended. These limitations include a prohibition on a Fund acquiring more than 3% of the voting shares of any other investment company, and a prohibition on investing more than 5% of
the Funds total assets in the securities of any one investment company or more than 10% of its total assets, in the aggregate, in investment company securities. Many ETFs, however, have obtained exemptive relief from the Securities and
Exchange Commission to permit unaffiliated funds to invest in the ETFs shares beyond these statutory limitations, subject to certain conditions and pursuant to a contractual arrangement between the ETFs and the investing Fund. The Funds may
rely on these exemptive orders in order to invest in unaffiliated ETFs beyond the foregoing statutory limitations. Subject to certain conditions, a Fund also may invest in money market funds beyond the statutory limits described above.
When-Issued or Delayed-Delivery Transactions
Each Fund may buy or sell debt securities on a when-issued or delayed-delivery basis, paying for or taking delivery of the securities at a later date, normally within 15 to 45 days of the trade.
Disclosure of 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. A list of each
Funds portfolio holdings is available on the Funds websitewww.nuveen.com/mfby navigating to your Fund using the Mutual Fund Finder and clicking on the Holdings & Detail tab. By following these
links, you can obtain a list of your Funds top ten holdings as of the end of the most recent month. A complete list of portfolio holdings information is generally made available on the Funds website ten business days after the end of the
month. This information will remain available on the website until the Funds file with the Securities and Exchange Commission their annual, semi-annual or quarterly holdings report for the fiscal period that includes the date(s) as of which the
website information is current.
Risk is inherent in all investing. Investing in a mutual fund involves risk, including the risk that you may
receive little or no return on your investment or even that you may lose part or all of your investment. Therefore, before investing you should consider carefully the principal risks and certain other risks that you assume when you invest in the
Funds. These risks are listed alphabetically below. Because of these risks, you should consider an investment in the Funds to be a long-term investment.
Section 2
How We Manage Your Money
23
Principal Risks
Clearing broker risk:
The failure or bankruptcy of a Subsidiarys clearing broker could result in a substantial loss of Fund assets. Under current CFTC regulations, a clearing broker maintains
customers assets that secure commodity futures positions in a bulk segregated account. If a clearing broker fails to do so, or is unable to satisfy a substantial deficit in a customer account, its other customers may be subject to risk of loss
of their funds in the event of that clearing brokers bankruptcy. In that event, in the case of futures and options on futures, the clearing brokers customers, such as a Subsidiary, are entitled to recover, even in respect of property
specifically traceable to them, only a proportional share of all property available for distribution to all of that clearing brokers customers. In the case of cleared swaps, customers of a clearing broker in bankruptcy are entitled to recover
assets specifically attributable to them pursuant to new CFTC regulations, but may nevertheless risk loss of some or all of their assets due to accounting or operational issues or due to legal risk in connection with the application of bankruptcy
law to cleared swaps.
Commodity risk:
Investments in commodity-linked derivative instruments have a high degree of price
variability and are subject to rapid and substantial price changes. These price changes may be magnified by computer-driven algorithmic trading, which is becoming more prevalent in the commodities markets. Price movements are outside of the
Funds control, are extremely difficult to predict and may not be anticipated by Gresham. Because the Funds have a significant portion of their assets concentrated in commodity-linked derivative instruments, developments affecting commodities
will have a disproportionate impact on the Funds. Such development may include, among other things:
|
|
|
governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies;
|
|
|
|
weather and climate conditions;
|
|
|
|
changing supply and demand relationships;
|
|
|
|
changes in international balances of payments and trade;
|
|
|
|
U.S. and international rates of inflation;
|
|
|
|
currency devaluations and revaluations;
|
|
|
|
U.S. and international political and economic events;
|
|
|
|
changes in interest and foreign currency/exchange rates;
|
|
|
|
changes in philosophies and emotions of market participants.
|
The Funds investments in commodity-linked derivative instruments may subject the Funds to greater volatility than investments in traditional securities, particularly if the instruments involve leverage.
Although each Funds commodity exposure as a whole will not be leveraged (i.e., each Funds commodity investments will have an aggregate notional value substantially equal to its net assets), individual commodity-linked derivative
instruments may employ leverage.
The commodity markets are subject to temporary distortions and other disruptions due to, among other
factors, lack of liquidity, the participation of speculators, and government regulation and other actions. U.S. futures exchanges and some foreign exchanges limit the amount of fluctuation permitted in futures contract prices during any single
trading day by
24
Section
2
How We Manage Your Money
regulations referred to as daily price fluctuation limits. The maximum or minimum price of a contract as a result of these limits is referred to as a limit price. If the
limit price has been reached in a particular contract, no trades may be made beyond the limit price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or
prices.
No active trading market may exist for certain commodity investments, which may impair the ability of the Funds to sell or to
realize the full value of such investments in the event of the need to liquidate such investments. In addition, adverse market conditions may impair the liquidity of actively traded commodity investments.
Counterparty risk:
Certain commodity-linked derivative instruments, repurchase agreements, swap agreements and other forms of financial
instruments that involve counterparties subject the Funds to the risk that the counterparty could default on its obligations under the agreement, either through the counterpartys bankruptcy or failure to perform its obligations. In the event
of default, the Funds could experience lengthy delays in recovering some or all of their assets or no recovery at all. A Funds investments in the futures markets also introduce the risk that its futures commission merchant
(
FCM
) would default on an obligation set forth in an agreement between the Fund and the FCM, including the FCMs obligation to return margin posted in connection with the Funds futures contracts.
Credit risk:
Each Fund is subject to the risk that an issuer of a debt security held by the Fund may be unable or unwilling to make required
interest and principal payments 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. Debt securities are subject to varying degrees of credit
risk, which are often reflected in credit ratings. The credit rating of a debt security may be lowered if the issuer suffers adverse changes in its financial condition, which can lead to greater volatility in the price of the security and in shares
of a Fund, and can also affect the bonds liquidity and make it more difficult for the Fund to sell. When a Fund purchases unrated securities, it will depend on Nuveen Asset Managements analysis of credit risk without the assessment of an
independent rating organization, such as Moodys or Standard & Poors.
Derivatives risk:
The use of
derivatives presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. Derivatives can be highly volatile, illiquid and difficult to value, and there is the risk that changes in
the value of a derivative held by a Fund will not correlate with the asset, index or rate underlying the derivative contract.
The use
of derivatives can lead to losses because of adverse movements in the price or value of the underlying asset, index or rate, which may be magnified by certain features of the contracts. A Derivative transaction also involves the risk that a loss may
be sustained as a result of the failure of the counterparty to the contract to make required payments.
In addition, when a Fund engages
in certain derivative transactions, it is effectively leveraging its investments, which could result in exaggerated changes in the net asset value of the Funds shares and can result in losses that exceed the amount originally invested. The
success of a Funds derivatives strategies will depend on Greshams ability to assess and predict the impact of market or economic developments on the underlying asset,
Section 2
How
We Manage Your Money
25
index or rate and the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions.
A Fund may also enter into over-the-counter (
OTC
) transactions in derivatives. Transactions in the OTC markets generally are
conducted on a
principal-to-principal
basis. The terms and conditions of these instruments generally are not standardized and tend to be more specialized or complex, and
the instruments may be harder to value. In general, there is less governmental regulation and supervision of transactions in the OTC markets than of transactions entered into on organized exchanges. In addition, certain derivative instruments and
markets may not be liquid, which means a Fund may not be able to close out a derivatives transaction in a cost-efficient manner.
Frequent trading risk:
Gresham regularly purchases and subsequently sells, i.e. rolls, individual commodity futures and forward
contracts throughout the year so as to maintain a fully invested position. As the commodity contracts near their expiration dates, Gresham rolls them over into new contracts. This frequent trading of contracts may increase the amount of commissions
or
mark-ups
to broker-dealers that the Subsidiaries pay when they buy and sell contracts, which may detract from the Funds performance.
Income risk:
Each Funds income from its fixed income investments could decline in a falling interest rate environment because a Fund
generally will have to invest the proceeds from sales of Fund shares, as well as the proceeds from maturing portfolio debt securities, in lower-yielding securities.
Interest rate risk:
Debt securities held by the Funds will fluctuate in value with changes in interest rates. In general, debt securities will increase in value when interest rates fall and decrease in value
when interest rates rise. Longer-term debt securities are generally more sensitive to interest rate changes.
Non-U.S.
investment risk:
The Funds may invest in commodity futures contracts traded on
non-U.S.
exchanges or enter into OTC derivative contracts with
non-U.S.
counterparties. Transactions on
non-U.S.
exchanges or with
non-U.S.
counterparties present risks because they may not subject
to the same degree of regulation as their U.S. counterparts.
Regulatory risk:
Greshams investment decisions may need
to be modified, and commodity contract positions held by the Funds and/or the Subsidiaries may have to be liquidated at disadvantageous times or prices, to avoid exceeding position limits established by the CFTC, potentially subjecting the Funds to
substantial losses. The CFTCs position limit regulations require that a trader aggregate all positions in accounts over which the trader controls trading. However, a trader is not required to aggregate positions in multiple accounts or
commodity pools if such trader avails itself of the independent account controller exemption under applicable CFTC regulations. Gresham currently operates under the independent account controller exemption and is therefore not required
to aggregate its positions with Gresham LLCs other division. If the CFTC were to terminate, suspend or revoke the independent account controller exemption, or if the exemption were otherwise unavailable, Gresham would be required to aggregate
its positions with Gresham LLCs other division. In that case, it is possible that Greshams investment decisions would need to be modified and that positions held by the Funds and/or their Subsidiaries would have to be liquidated to avoid
exceeding such position limits, potentially resulting in substantial losses to the Funds.
26
Section
2
How We Manage Your Money
The regulation of commodity transactions in the United States is a rapidly changing area of law and
is subject to ongoing modification by government, self-regulatory and judicial action. The effect of any future regulatory change on the Funds is impossible to predict, but could be substantial and adverse to the Funds.
Short sales risk:
Nuveen Gresham Long/Short Commodity Strategy Fund may sell futures contracts short. In a short sale transaction, the Fund
must deliver the underlying commodity at the contract price to a buyer of the contract who stands for delivery under the rules of the exchange that lists the contract or must offset the contract by entering into an opposite and offsetting
transaction in the market. The price at such time may be higher or lower than the price at which the futures contract was sold short. If the underlying price of the futures contract declines between the time that the Fund sells the contract short
and offsets the contract, the Fund will realize a gain on the transaction. Conversely, if the price of the underlying short futures contract goes up during the period, the Fund will realize a loss on the transaction. A short sale creates the risk of
an unlimited loss because the price of the underlying commodity in a futures contract could theoretically increase without limit, thus increasing the cost of covering the short positions. In circumstances where a market has reached its maximum price
limits imposed by the exchange, the short seller may be unable to offset its short position until the next trading day, when prices could expand again in rapid trading.
Subsidiary risk:
By investing in its Subsidiary, each Fund is indirectly exposed to the risks associated with the Subsidiarys investments. The investments held by the Subsidiaries are generally similar
to those that are permitted to be held by the Funds and are subject to the same risks that apply to similar investments if held directly by the Funds. The Subsidiaries are not registered under the 1940 Act and, unless otherwise noted in this
prospectus, are not subject to regulation thereunder. Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the Funds and/or the Subsidiaries to operate as described in this prospectus and could
adversely affect the Funds and their shareholders. For example, Cayman Islands law does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands
law changes such that the Subsidiaries must pay Cayman Islands governmental authority taxes, the Funds shareholders would likely suffer decreased investment returns.
Tax risk:
Each Funds ability to make direct and indirect investments in commodity-linked derivative instruments is limited by the Funds intention to qualify each year as a regulated investment
company under the Internal Revenue Code. Each Funds investment in its Subsidiary is intended to allow the Fund to obtain exposure to commodities while permitting it to satisfy the requirements applicable to regulated investment companies.
However, if a Fund were to fail to qualify as a regulated investment company in any taxable year, and were ineligible to or otherwise did not cure such failure, the Fund would be subject to corporate-level taxation and, consequently, a reduction in
income available for distribution to shareholders, and all distributions to shareholders from earnings and profits would be taxable to shareholders as dividend income. There have been and likely will continue to be proposals for various amendments
to U.S. federal income tax laws that could, if enacted, have adverse effects on the Funds, their investments, or their shareholders. In addition, income and capital gains earned by the Subsidiaries and distributed to the Funds and their shareholders
will generally be taxable to shareholders
Section 2
How We Manage Your Money
27
as ordinary income, even if such income and gains would otherwise have qualified for tax-advantaged treatment. Also, net losses generated by the Subsidiaries may not be netted against income or
gains earned within the Funds and may not be carried forward for use in future years to offset gains within the Funds or the Subsidiaries, which may cause the Funds during a multi-year period to pay taxable distributions when they had experienced no
total return or even negative total return over such period. See Dividends, Distributions and TaxesTaxes and Tax Reporting.
Other Risks
Call risk:
Many bonds may be redeemed at the option of the issuer, or
called, before their stated maturity date. In general, an issuer will call its bonds if they can be refinanced by issuing new bonds which bear a lower interest rate. Each of the Funds is subject to the possibility that during periods of
falling interest rates, a bond issuer will call its high yielding bonds. A Fund would then be forced to invest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income.
Pooled investment vehicle risk:
Each Fund may invest in securities of other
open-end
or
closed-end
investment companies, including ETFs, and other pooled investment vehicles. As a shareholder in a pooled investment vehicle, the Funds will bear their ratable share of that vehicles expenses, and
would remain subject to payment of the Funds advisory and administrative fees with respect to assets so invested. Shareholders would therefore be subject to duplicative expenses to the extent the Funds invest in other pooled investment
vehicles. In addition, the Funds will incur brokerage costs when purchasing and selling shares of ETFs or other exchange-traded pooled investment vehicles. Securities of other pooled investment vehicles may be leveraged, in which case the value
and/or yield of such securities will tend to be more volatile than securities of unleveraged vehicles.
Small fund risk:
The
Funds currently have less assets than larger funds, and like other relatively small funds, large inflows and outflows may impact a Funds market exposure for limited periods of time, causing a Funds performance to vary from that of a
Funds model portfolio. This impact may be positive or negative, depending on the direction of market movement during the period affected. Each Fund has policies in place which seek to reduce the impact of these flows where Nuveen Fund Advisors
has prior knowledge of them. If any individual shareholder (or several shareholders whose investment in a Fund is controlled by a single decision-maker such as an advisor) owns a large percentage of the Funds shares, and if such shareholder
chooses to redeem his or her shares at one time, the Fund may have difficulty selling its assets or closings its positions in a timely manner to raise the cash necessary to meet the redemption request, in which case the Fund may have to borrow money
to do so. In such an instance, the Funds remaining shareholders would bear the costs of such borrowings, and the Fund would be subject to leverage risk (to the extent such leverage exceeded the amount of portfolio sales awaiting settlement) as
long as such borrowings were outstanding. Rapid portfolio sales or positions closings in response to such a large redemption might also cause a Fund to experience above-normal transaction costs, and might disrupt the overall composition of the
Funds portfolio and thereby impede the Funds ability to optimally pursue its investment strategy.
When-issued or
delayed-delivery transactions risk:
These transactions involve an 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 to a level below
its purchase price before that settlement date.
28
Section
2
How We Manage Your Money
Section 3
How You Can Buy and Sell
Shares
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. Because the prospectus and the statement of additional information
are available free of charge on Nuveens website at www.nuveen.com, we do not disclose the following share class information separately on the website.
Class A Shares
You can purchase Class A shares at the offering price, which is the net asset value per share plus an
up-front
sales charge. You may qualify for a reduced sales charge,
or the sales charge may be waived, as described in How to Reduce Your Sales Charge. Class A shares are also subject to an annual service fee of 0.25% of your Funds average daily net assets, which compensates your financial
advisor or other financial intermediary for providing ongoing service to you. Nuveen Securities, LLC (the
Distributor
), a subsidiary of Nuveen Investments and the distributor of the Funds, retains the
up-front
sales charge and the service fee on accounts with no financial intermediary of record. The
up-front
Class A sales charges for the Funds are as follows:
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Amount of Purchase
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|
Sales Charge as
% of Public
Offering Price
|
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|
Sales Charge as %
of Net Amount
Invested
|
|
|
Maximum
Financial Intermediary
Commission as % of
Public Offering Price
|
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Less than $50,000
|
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5.75
|
%
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|
6.10
|
%
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|
5.00
|
%
|
$50,000 but less than $100,000
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4.50
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4.71
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4.00
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$100,000 but less than $250,000
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3.75
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3.90
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3.25
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|
$250,000 but less than $500,000
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2.75
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2.83
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2.50
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$500,000 but less than $1,000,000
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2.00
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2.04
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1.75
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$1,000,000 and over*
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1.00
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*
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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 at a rate of 1.00% of the first $2.5 million, plus 0.75% of the next $2.5 million, plus 0.50% of the amount over $5 million, which includes an advance of the first years service fee. Unless you are eligible
for a waiver, you may be assessed a contingent deferred sales charge (
CDSC
) of 1.00% if you redeem any of your shares within 12 months of purchase. See How to Sell SharesContingent Deferred Sales Charge below for
more information.
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Class C Shares
You can purchase Class C shares at the offering price, which is the net asset value per share without any
up-front
sales charge. Class C shares are subject to annual
distribution and service fees of 1.00% of your Funds average daily net assets. The annual 0.25% service fee compensates your financial advisor or other financial intermediary for providing ongoing service to you. The annual 0.75% distribution
fee compensates the Distributor for paying your financial advisor or other financial intermediary an ongoing sales commission as well as an advance of the first years service and distribution fees. The Distributor retains the service and
distribution fees on accounts with no financial intermediary of record. If you redeem your shares within 12 months of purchase, you will normally pay a 1.00% CDSC, which is calculated on the
Section 3
How
You Can Buy and Sell Shares
29
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 employer-sponsored retirement plans.
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Certain bank or broker-affiliated trust departments.
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Advisory accounts of Nuveen Fund Advisors and its affiliates.
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Current and former trustees/directors of any Nuveen Fund, and their immediate family members (as defined in the statement of additional information).
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Officers, directors and former directors of Nuveen Investments and its affiliates, and their immediate family members.
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Full-time and retired employees of Nuveen Investments and its affiliates, and their immediate family members.
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Certain financial intermediary personnel, and their immediate family members.
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Certain other institutional investors described in the statement of additional information.
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Please refer to the statement of additional information for more information about Class A, Class C and Class I shares, including more
detailed program descriptions and eligibility requirements. Additional information is also available from your financial advisor, who can also help you prepare any necessary application forms.
30
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.
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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 (although such purchases may be subject to a CDSC in certain circumstances, see How to Sell SharesContingent
Deferred Sales Charge below).
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Monies representing reinvestment of Nuveen Mutual Fund distributions.
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Certain employer-sponsored retirement plans.
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Employees of Nuveen Investments and its affiliates.
Purchases by
full-time
and retired employees of Nuveen
Investments and its affiliates and such employees immediate family members (as defined in the statement of additional information).
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Current and former trustees/directors of the Nuveen Funds.
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Financial intermediary personnel.
Purchases by any person who, for at least the last 90 days, has been an officer, director, or employee of any financial
intermediary or any such persons immediate family member.
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Certain trust departments.
Purchases by bank or broker-affiliated trust departments investing funds over which they exercise exclusive discretionary
investment authority and that are held in a fiduciary, agency, advisory, custodial or similar capacity.
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Additional categories of investors.
Purchases made (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.
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Section 3
How You Can Buy and Sell Shares
31
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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32
Section
3
How You Can Buy and Sell Shares
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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.
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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.
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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.
Section 3
How
You Can Buy and Sell Shares
33
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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.
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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
34
Section
3
How You Can Buy and Sell Shares
may only reinvest into the same share class you redeemed. If you paid a CDSC, any shares purchased pursuant to the reinstatement privilege will not be subject to a CDSC. You may use this
reinstatement privilege only once for any redemption.
You may sell (redeem) your shares on any business day, which is any day the NYSE is open for business. 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
|
|
|
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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|
|
|
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.
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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
35
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 or Class C shares that are subject to a CDSC, you may be assessed a CDSC upon redemption. When you redeem Class A or Class C shares subject to a CDSC, your Fund will first
redeem any shares that are not subject to a CDSC, and then redeem the shares you have owned for the longest period of time, unless you ask the Fund to redeem your shares in a different order. No CDSC is imposed on shares you buy through the
reinvestment of dividends and capital gains. The CDSC holding period is calculated on a monthly basis and begins on the first day of the month in which the purchase was made. When you redeem shares subject to a CDSC, the CDSC is calculated on the
lower of your purchase price or redemption proceeds, deducted from your redemption proceeds, and paid to the Distributor. The CDSC may be waived under certain special circumstances as described in the statement of additional information.
36
Section
3
How You Can Buy and Sell Shares
Accounts with Low Balances
The Funds reserve the right to liquidate or assess a low balance fee on any account held directly with the Funds that has a balance that has fallen
below the account balance minimum of $1,000 for any reason, including market fluctuations.
If a Fund elects to exercise the right
to assess a low balance fee, then annually the Fund will assess a $15 low balance account fee on certain accounts with balances under the account balance minimum that are IRAs, Coverdell Education Savings Accounts or accounts established pursuant to
the UTMA or UGMA. At the same time, other accounts with balances under the account balance minimum will be liquidated, with proceeds being mailed to the address of record. Prior to the assessment of any low balance fee or liquidation of low balance
accounts, affected shareholders will receive a communication notifying them of the pending action, thereby providing time for shareholders to bring their accounts up to the account balance minimum prior to any fee assessment or account liquidation.
You will not be assessed a CDSC if your account is liquidated.
Section 3
How You Can Buy and Sell
Shares
37
Section 4
General Information
To help you understand the tax implications of investing in the Funds, this section includes important details about how the
Funds make distributions to shareholders. We discuss some other Fund policies as well. Please consult the statement of additional information and your tax advisor for more information about taxes.
The Funds intend to pay income dividends and any taxable gains annually.
Payment and Reinvestment Options
The Funds automatically reinvest your dividends in additional Fund shares unless you request otherwise. You may request to have your dividends paid to you by check, sent via electronic funds transfer through
Automated Clearing House network or reinvested in shares of another Nuveen Mutual Fund. For further information, contact your financial advisor or call Nuveen Investor Services at (800) 257-8787. If you request that your distributions be paid
by check but those distributions cannot be delivered because of an incorrect mailing address, or if a distribution check remains uncashed for six months, the undelivered or uncashed distributions and all future distributions will be reinvested in
Fund shares at the current net asset value.
Non-U.S.
Income Tax Considerations
Investment income that the Funds receive from their
non-U.S.
investments may be subject to
non-U.S.
income taxes, which generally will reduce Fund distributions. However, the United States has entered into tax treaties with many non-U.S. countries that may entitle you to certain tax benefits.
Taxes and Tax Reporting
Each Fund intends to elect to be treated and qualify each year as a regulated investment company under the Internal Revenue Code. A regulated
investment company is generally not subject to tax at the corporate level on income and gains from investments that are distributed to shareholders. In order to qualify as a regulated investment company, each Fund must derive at least 90% of its
gross income for each taxable year from qualifying income as provided in the Internal Revenue Code and meet other requirements with respect to asset diversification and distribution of income. If a Fund were to fail to qualify as a regulated
investment company in any taxable year, and were ineligible to or otherwise did not cure such failure, the Fund would be subject to corporate-level taxation and, consequently, a reduction in income available for distribution to shareholders, and all
distributions to shareholders from earnings and profits, including any distributions of net long-term capital gains, would generally be taxable to shareholders as dividend income.
Taxable income and realized gains arising from the types of commodity-linked derivative instruments in which the Subsidiaries will invest would not
constitute qualifying income were it earned directly by the Funds. Consequently, each Funds investment in its Subsidiary is intended to provide exposure to commodities while allowing the Fund to satisfy the requirements applicable to regulated
investment companies under current law. The Internal Revenue Service has previously issued private letter rulings to mutual funds to the effect that income deemed to be received from their
38
Section
4
General Information
wholly-owned subsidiaries was qualifying income without regard to whether it is paid to the parent mutual fund in the form of a cash dividend. In 2011, the Internal Revenue Service suspended the
issuance of such rulings while it considers the release of published guidance on the issue, but it is unclear when or if such guidance will be forthcoming. The Funds have not received a private letter ruling. In the absence of a private letter
ruling or published guidance, the Funds will rely upon an opinion of counsel to the effect that, consistent with Section 851(b) of the Internal Revenue Code, income received from a controlled foreign corporation by the Funds will be considered
qualifying income if it is distributed from the controlled foreign corporation in the year earned, and the Subsidiaries will be operated consistent with this statutory provision.
Because the Subsidiaries are controlled foreign corporations, it is anticipated that for federal income tax purposes, income and capital gain
earned by the Subsidiaries and distributed to the Funds and their shareholders will be considered a distribution of net investment income generally taxable to shareholders as ordinary income. Moreover, net losses earned by the Subsidiaries may not
be netted with income or gain earned within the Funds and may not be carried forward for use in future years. This means that if a Fund or its Subsidiary generates gains in the current fiscal year after the Subsidiary generated losses in a previous
year, the Fund would not be able to reduce the amount of gains passed through to shareholders by the amount of such losses. Among other things, this may cause the Funds to pay taxable distributions during a multi-year period when they had
experienced no total return or even negative total return over such period.
The Funds will make distributions that may be taxed as
ordinary income (which may be taxable at different rates, depending on the sources of the distributions) or capital gains (which may be taxable at different rates, depending on the length of time a Fund holds its assets). Distributions from a
Funds long-term capital gains are generally taxable as capital gains, while distributions from short-term capital gains and net investment income are generally taxable as ordinary income. Certain ordinary income distributions received from a
Fund that are determined to be qualified dividend income may be taxed at tax rates equal to those applicable to long-term capital gains. However, it is unlikely that dividends from the Funds will qualify to any significant extent for designation as
qualified dividend income. The tax you pay on a given capital gains distribution depends generally on how long the Fund has held the portfolio securities it sold and not on how long you have owned your Fund shares. Distributions generally do not
qualify for a dividends received deduction if you are a corporate shareholder.
Early in each year, you will receive a statement
detailing the amount and nature of all income 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 distributions is the same whether you reinvest them or elect to receive them in cash. The sale of shares in your account may produce a gain or loss,
and is a taxable event. For tax purposes, an exchange of shares between funds is generally the same as a sale.
Please note that if you
do not furnish your Fund with your correct Social Security number or employer identification number, you fail to provide certain certifications to your Fund, you fail to certify whether you are a U.S. citizen or a U.S. resident alien, or the
Internal Revenue Service notifies the
Section 4
General Information
39
Fund to withhold, federal law requires your Fund to withhold federal income tax from your distributions and redemption proceeds at the applicable withholding rate.
Buying or Selling Shares Close to a Record Date
Buying Fund shares shortly before the record date for a taxable dividend or capital gain distribution is commonly known as buying the dividend. The entire distribution may be taxable to you even though
a portion of the distribution effectively represents a return of your purchase price.
Non-U.S. Tax Credits
A regulated investment company with more than 50% of the value of its assets in stock or other securities of non-U.S. corporations at the close of
a taxable year may, for such taxable year, elect to pass the regulated investment companys non-U.S. tax credits through to its investors.
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.
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 Investment Company Act of 1940, as amended. See How You Can Buy and Sell SharesWhat Share Classes We
Offer for a description of the distribution and service fees paid under this plan.
Under the plan, the Distributor receives a
distribution fee for Class C shares primarily for providing compensation to financial intermediaries, including the Distributor, in connection with the distribution of shares. The Distributor receives a service fee for Class A and
Class C shares to compensate financial intermediaries, including the Distributor, for providing ongoing account services to shareholders. These services may include establishing and maintaining shareholder accounts, answering shareholder
inquiries and providing other personal services to shareholders. These fees also compensate the Distributor for other expenses, including printing and distributing prospectuses to persons other than shareholders, and preparing, printing, and
distributing advertising materials, sales literature and reports to
40
Section
4
General Information
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 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. 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 or the amount you receive upon redemption of your shares is based on your
Funds net asset value per share,
Section 4
General Information
41
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. Each Funds latest net asset value per share is available on the
Funds website at www.nuveen.com. 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.
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. Exchange-traded instruments generally are valued at the last reported
sales price or official closing price on an exchange, if available. Independent pricing services typically value
non-exchange-traded
instruments utilizing a range of market-based inputs and assumptions,
including readily available market quotations obtained from broker-dealers making markets in such instruments, cash flows, and transactions for comparable instruments. In pricing certain instruments, the pricing services may consider information
about an instruments issuer or market activity provided by the Funds investment adviser or
sub-advisers.
Non-U.S.
securities and currency are valued in U.S.
dollars based on non-U.S. currency exchange rate quotations supplied by an independent quotation service.
For
non-U.S.
traded securities whose principal local markets close before the close of the NYSE, a Fund may adjust the local closing price based upon such factors as developments in
non-U.S.
markets, the performance of U.S. securities markets and the performance of instruments trading in U.S. markets that represent
non-U.S.
securities. A Fund may
rely on an independent fair valuation service in making any such fair value determinations. If a Fund holds portfolio instruments that are primarily listed on
non-U.S.
exchanges, the value of such instruments
may change on days when shareholders will not be able to purchase or redeem the Funds shares.
If a price cannot be obtained from
a pricing service or other pre-approved source, or if, in the judgment of Nuveen Fund Advisors, a price is unreliable, a portfolio instrument will be valued at its fair value as determined in good faith by the Board of Trustees or persons acting at
their direction. Nuveen Fund Advisors may determine that a price is unreliable in various circumstances. For example, a price may be deemed unreliable if it has not changed for an identified period of time, or has changed from the previous
days price by more than a threshold amount, and recent transactions and/or broker dealer price quotations differ materially from the price in question.
The Board of Trustees has adopted valuation procedures for the Funds and has delegated the day-to-day responsibility for fair value determinations to Nuveen Fund Advisors Valuation Committee. All fair value
determinations made by the Valuation Committee are subject to review and ratification by the Board of Trustees. 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. However, fair valuation involves
subjective judgments and it is possible that the fair value determined for a portfolio instrument may be materially different from the value that could be realized upon the sale of that instrument.
42
Section
4
General Information
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 two round trip trades in a 60-day 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 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 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
Section 4
General Information
43
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.
The custodian of the assets of the Funds is State Street Bank and Trust Company (
State
Street
), 2 Avenue de Lafayette, Boston, Massachusetts 02111. The custodian also provides certain accounting services to the Funds. The Funds transfer, shareholder services and dividend paying agent, Boston Financial Data Services,
Inc. (
BFDS
), 2000 Crown Colony Drive, Quincy, Massachusetts 02169, performs bookkeeping, data processing and administrative services for the maintenance of shareholder accounts. State Street and BFDS maintain certain books and
records of the Funds at their respective locations.
44
Section
4
General Information
(This page has been left blank intentionally.)
Section 5
Financial Highlights
The financial highlights table is intended to help you understand each Funds financial performance for the life of the Fund. Certain
information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and distributions). The
information 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.
Nuveen Gresham Diversified Commodity Strategy Fund
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|
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|
Class
(Commencement
Date)
|
|
|
|
|
Investment Operations
|
|
|
Less Distributions
|
|
|
|
|
|
|
|
|
Ratios/Supplemental Data
|
|
Year Ended
September 30,
|
|
Beginning
Net Asset
Value
|
|
|
Net
Investment
Income
(Loss)(a)
|
|
|
Net
Realized/
Unrealized
Gain (Loss)
|
|
|
Total
|
|
|
From
Net
Investment
Income
|
|
|
From
Accumulated
Net
Realized
Gains
|
|
|
Total
|
|
|
Ending
Net
Asset
Value
|
|
|
Total
Return(b)
|
|
|
Ending
Net
Assets
(000)
|
|
|
Ratio of
Expenses
to Average
Net
Assets(c)
|
|
|
Ratio of
Net
Investment
Income
(Loss) to
Average
Net
Assets(c)
|
|
|
Portfolio
Turnover
Rate(e)
|
|
|
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|
|
|
|
|
|
|
|
|
|
Class A (7/12)
|
|
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|
2013
|
|
$
|
20.71
|
|
|
$
|
(.22
|
)
|
|
$
|
(2.28
|
)
|
|
$
|
(2.50
|
)
|
|
$
|
(.30
|
)
|
|
$
|
|
|
|
$
|
(.30
|
)
|
|
$
|
17.91
|
|
|
|
(12.16
|
)%
|
|
$
|
388
|
|
|
|
1.32
|
%
|
|
|
(1.21
|
)%
|
|
|
0
|
%
|
2012(d)
|
|
|
20.00
|
|
|
|
(.04
|
)
|
|
|
.75
|
|
|
|
.71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20.71
|
|
|
|
3.55
|
|
|
|
52
|
|
|
|
1.32
|
*
|
|
|
(1.20
|
)*
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class C (7/12)
|
|
|
|
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|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
20.68
|
|
|
|
(.36
|
)
|
|
|
(2.27
|
)
|
|
|
(2.63
|
)
|
|
|
(.24
|
)
|
|
|
|
|
|
|
(.24
|
)
|
|
|
17.81
|
|
|
|
(12.81
|
)
|
|
|
74
|
|
|
|
2.07
|
|
|
|
(1.96
|
)
|
|
|
0
|
|
2012(d)
|
|
|
20.00
|
|
|
|
(.07
|
)
|
|
|
.75
|
|
|
|
.68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20.68
|
|
|
|
3.40
|
|
|
|
52
|
|
|
|
2.07
|
*
|
|
|
(1.95
|
)*
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I (7/12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
20.72
|
|
|
|
(.18
|
)
|
|
|
(2.27
|
)
|
|
|
(2.45
|
)
|
|
|
(.32
|
)
|
|
|
|
|
|
|
(.32
|
)
|
|
|
17.95
|
|
|
|
(11.91
|
)
|
|
|
18,521
|
|
|
|
1.07
|
|
|
|
(.96
|
)
|
|
|
0
|
|
2012(d)
|
|
|
20.00
|
|
|
|
(.03
|
)
|
|
|
.75
|
|
|
|
.72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20.72
|
|
|
|
3.60
|
|
|
|
7,147
|
|
|
|
1.07
|
*
|
|
|
(.95
|
)*
|
|
|
0
|
|
(a)
|
Per share Net Investment Income (Loss) is calculated using the average daily shares method.
|
(b)
|
Total Return is the combination of changes in net asset value without any sales charge, reinvested dividend income at net asset value and reinvested capital gains distributions
at net asset value, if any. Total Return is not annualized.
|
(c)
|
After fee waiver and/or expense reimbursement from Nuveen Fund Advisors, where applicable.
|
(d)
|
For the period July 30, 2012 (commencement of operations) through September 30, 2012.
|
(e)
|
Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales divided by the average long-term market value during the period. The Fund did not invest
in any long-term securities during the reporting period.
|
46
Section
5
Financial Highlights
Nuveen Gresham Long/Short Commodity Strategy
Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class
(Commencement
Date)
|
|
|
|
|
Investment Operations
|
|
|
Less Distributions
|
|
|
|
|
|
|
|
|
Ratios/Supplemental Data
|
|
Year Ended
September 30,
|
|
Beginning
Net Asset
Value
|
|
|
Net
Investment
Income
(Loss)(a)
|
|
|
Net
Realized/
Unrealized
Gain (Loss)
|
|
|
Total
|
|
|
From
Net
Investment
Income
|
|
|
From
Accumulated
Net
Realized
Gains
|
|
|
Return
of
Capital
|
|
|
Total
|
|
|
Ending
Net
Asset
Value
|
|
|
Total
Return(b)
|
|
|
Ending
Net
Assets
(000)
|
|
|
Ratio of
Expenses
to Average
Net
Assets(c)
|
|
|
Ratio of
Net
Investment
Income
(Loss) to
Average
Net
Assets(c)
|
|
|
Portfolio
Turnover
Rate(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A (7/12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
$
|
19.64
|
|
|
$
|
(.30
|
)
|
|
$
|
(.77
|
)
|
|
$
|
(1.07
|
)
|
|
$
|
(.08
|
)
|
|
$
|
|
|
|
$
|
|
**
|
|
$
|
(.08
|
)
|
|
$
|
18.49
|
|
|
|
(5.40
|
)%
|
|
$
|
1,100
|
|
|
|
1.72
|
%
|
|
|
(1.61
|
)%
|
|
|
0
|
%
|
2012(d)
|
|
|
20.00
|
|
|
|
(.06
|
)
|
|
|
(.30
|
)
|
|
|
(.36
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.64
|
|
|
|
(1.80
|
)
|
|
|
49
|
|
|
|
1.72
|
*
|
|
|
(1.63
|
)*
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class C (7/12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
19.61
|
|
|
|
(.44
|
)
|
|
|
(.77
|
)
|
|
|
(1.21
|
)
|
|
|
(.02
|
)
|
|
|
|
|
|
|
|
**
|
|
|
(.02
|
)
|
|
|
18.38
|
|
|
|
(6.12
|
)
|
|
|
52
|
|
|
|
2.47
|
|
|
|
(2.35
|
)
|
|
|
0
|
|
2012(d)
|
|
|
20.00
|
|
|
|
(.08
|
)
|
|
|
(.31
|
)
|
|
|
(.39
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.61
|
|
|
|
(1.95
|
)
|
|
|
49
|
|
|
|
2.47
|
*
|
|
|
(2.38
|
)*
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I (7/12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
19.65
|
|
|
|
(.25
|
)
|
|
|
(.79
|
)
|
|
|
(1.04
|
)
|
|
|
(.09
|
)
|
|
|
|
|
|
|
(.01
|
)
|
|
|
(.10
|
)
|
|
|
18.51
|
|
|
|
(5.24
|
)
|
|
|
6,576
|
|
|
|
1.47
|
|
|
|
(1.35
|
)
|
|
|
0
|
|
2012(d)
|
|
|
20.00
|
|
|
|
(.05
|
)
|
|
|
(.30
|
)
|
|
|
(.35
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.65
|
|
|
|
(1.75
|
)
|
|
|
6,778
|
|
|
|
1.47
|
*
|
|
|
(1.38
|
)*
|
|
|
0
|
|
(a)
|
Per share Net Investment Income (Loss) is calculated using the average daily shares method.
|
(b)
|
Total Return is the combination of changes in net asset value without any sales charge, reinvested dividend income at net asset value and reinvested capital gains distributions
at net asset value, if any. Total Return is not annualized.
|
(c)
|
After fee waiver and/or expense reimbursement from Nuveen Fund Advisors, where applicable.
|
(d)
|
For the period July 30, 2012 (commencement of operations) through September 30, 2012.
|
(e)
|
Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales divided by the average long-term market value during the period. The Fund did not invest
in any long-term securities during the reporting period.
|
**
|
Rounds to less than $.01 per share.
|
Section 5
Financial Highlights
47
Section 6
Glossary of Investment Terms
|
|
|
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.
|
|
|
|
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.
|
|
|
|
Dow Jones-UBS Commodity Index:
A broadly diversified index composed of commodities traded on U.S. exchanges, with the exception of aluminum, nickel and
zinc, which trade on the London Metal Exchange (LME).
|
|
|
|
Fixed-income or debt securities:
Securities whose coupons or periodic cash flows are known or the method of derivation is known at the time of purchase.
|
|
|
|
Forward contracts:
Derivative contracts obligating buyers to purchase an asset or sellers to sell an asset at a predetermined future date and price.
Unlike futures contracts, forward contracts trade over the counter.
|
|
|
|
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.
|
|
|
|
Lipper Commodities General Funds Category:
Funds that invest primarily in a blended basket of commodity-linked derivative instruments or physicals.
|
|
|
|
Lipper Commodities General Funds Classification Average:
Represents the average annualized total return for all reporting funds in the Lipper Commodities
General Funds Classification Average.
|
|
|
|
Money market securities:
Financial instruments with high liquidity and very short maturities. Money market securities consist of negotiable certificates
of deposit (CDs), bankers acceptances, U.S. Treasury bills, commercial paper, municipal notes, federal funds and repurchase agreements.
|
|
|
|
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.
|
|
|
|
Pooled investment vehicles:
Investment vehicles designed to facilitate investment by combining capital from many investors and deploying it according to a
particular investment strategy.
|
|
|
|
Structured notes:
Derivatives contracts, structured as debt instruments, the return on which is tied to a reference asset or rate such as a commodity,
commodity basket or commodity index.
|
|
|
|
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.
|
48
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 Duration High Yield Municipal Bond
Short Term Municipal Bond
Municipal-State
Arizona
Municipal Bond
California High Yield Municipal Bond
California Municipal Bond
Colorado Municipal Bond
Connecticut Municipal Bond
Georgia Municipal Bond
Kansas Municipal Bond
Kentucky Municipal Bond
Louisiana Municipal Bond
Maryland Municipal Bond
Massachusetts Municipal Bond
Michigan Municipal Bond
Minnesota Intermediate Municipal Bond
Minnesota Municipal Bond
Missouri Municipal Bond
Nebraska Municipal Bond
New Jersey Municipal Bond
New Mexico Municipal Bond
New York Municipal Bond
North Carolina Municipal Bond
Ohio Municipal Bond
Oregon Intermediate Municipal Bond
Municipal-State (continued)
Pennsylvania Municipal Bond
Tennessee Municipal Bond
Virginia Municipal Bond
Wisconsin Municipal Bond
Taxable Fixed Income
Core Bond
Core Plus Bond
Global Total Return Bond
High Income Bond
Inflation Protected Securities
Intermediate Government Bond
NWQ Flexible Income
Preferred Securities
Short Term Bond
Strategic Income
Symphony Credit Opportunities
Symphony Floating Rate Income
Symphony High Yield Bond
Global/International
Global Growth
International Growth
International Select
Santa Barbara Global Dividend Growth
Santa Barbara International Dividend Growth
Symphony International Equity
Tradewinds Emerging Markets
Tradewinds Global
All-Cap
Tradewinds
International Value
Tradewinds Japan
Value
Dividend Value
Large Cap Value
Mid Cap Value
NWQ
Large-Cap
Value
NWQ
Multi-Cap
Value
NWQ
Small-Cap
Value
NWQ Small/Mid-Cap Value
Small Cap Value
Tradewinds Value Opportunities
Growth
Growth
Large Cap Growth
Large Cap Growth Opportunities
Mid Cap Growth Opportunities
Small Cap Growth Opportunities
Symphony
Large-Cap
Growth
Winslow
Large-Cap
Growth
Core
Concentrated Core
Core Dividend
Large Cap Core
Large Cap Core Plus
Large Cap Select
Santa Barbara Dividend Growth
Small Cap Select
Symphony Low Volatility Equity
Symphony
Mid-Cap
Core
Real Assets
Global Infrastructure
Gresham Diversified Commodity Strategy
Real Asset Income
Real Estate Securities
Asset Allocation
Strategy Aggressive Growth Allocation
Strategy Balanced Allocation
Strategy Conservative Allocation
Strategy Growth Allocation
Index
Equity Index
Mid Cap Index
Small Cap Index
Non-Traditional Strategies
Equity Long/Short
Equity Market Neutral
Gresham Long/Short Commodity Strategy
Intelligent Risk Conservative Allocation
Intelligent Risk Growth Allocation
Intelligent Risk Moderate Allocation
Tactical Market Opportunities
Several additional sources of information are available to you, including the codes of ethics
adopted by the Funds, Nuveen Investments, Nuveen Fund Advisors, Nuveen Asset Management and Gresham. The statement of additional information, incorporated by reference into this prospectus, contains detailed information on the policies and operation
of the Funds included in this prospectus. Additional information about the Funds investments is available in the annual and semi-annual reports to shareholders. In the Funds annual report, you will find a discussion of the market
conditions and investment strategies that significantly affected the Funds performance during their last fiscal year. The Funds most recent statement of additional information, annual and semi-annual reports and certain other information
are available, free of charge, by calling Nuveen Investor Services at
(800) 257-8787,
on the Funds website at www.nuveen.com, or through your financial advisor. Shareholders may call the toll free
number above with any inquiries.
You may also obtain this and other Fund information directly from the Securities and Exchange Commission
(
SEC
). Reports and other information about the Funds are available on the EDGAR Database on the SECs website at http://www.sec.gov or in person at the SECs Public Reference Room in Washington, D.C. Call the SEC at
(202) 551-8090
for room hours and operation. You may also request Fund information by sending an
e-mail
request to publicinfo@sec.gov or by writing to the SECs
Public Reference Section at 100 F Street, NE, Washington, D.C. 20549-1520. The SEC may charge a copying fee for this information.
The Funds are series
of Nuveen Investment Trust V, whose Investment Company Act file number is 811-21979.
Distributed by
Nuveen Securities, LLC
333 West Wacker Drive
Chicago, Illinois 60606
(800) 257-8787
www.nuveen.com
MPR-GRESH-0114P
January 31, 2014
Nuveen Gresham Diversified Commodity Strategy Fund
Ticker Symbols: Class ANGVAX,
Class CNGVCX, Class INGVIX
Nuveen Gresham Long/Short Commodity Strategy Fund
Ticker Symbols: Class ANGSAX, Class CNGSCX, Class INGSIX
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information
(
SAI
) is not a prospectus. This SAI relates to, and should be read in conjunction with, the Prospectus dated January 31, 2014 for Nuveen Gresham Diversified Commodity Strategy Fund
and Nuveen Gresham Long/Short Commodity
Strategy Fund
(each, a
Fund
, and collectively, the
Funds
), each a series of Nuveen Investment Trust V. A Prospectus may be obtained without charge from certain securities representatives, banks and other
financial institutions that have entered into sales agreements with Nuveen Securities, LLC (the
Distributor
), or from a Fund, by written request to the applicable Fund, c/o Nuveen Investor Services, P.O. Box 8530,
Boston, Massachusetts 02266-8530, or by calling
(800) 257-8787.
The audited financial
statements for each Funds most recent fiscal year appear in the Funds Annual Report dated September 30, 2013; each is incorporated herein by reference and is available without charge by calling
(800) 257-8787.
TABLE OF CONTENTS
S-2
GENERAL INFORMATION
The Funds are diversified series of Nuveen Investment Trust V (the
Trust
), an
open-end
management investment company organized as a Massachusetts business
trust on September 27, 2006. Each series of the Trust represents shares of beneficial interest in a separate portfolio of securities and other assets, with its own objective and policies. Currently, four series of the Trust are authorized and
outstanding. The Funds investment adviser is Nuveen Fund Advisors, LLC (
Nuveen Fund Advisors
or the
Adviser
). The Funds
sub-advisers
are Gresham Investment
Management LLC (
Gresham LLC
), acting through its Near Term Active division (
Gresham NTA
or
Gresham
), and Nuveen Asset Management, LLC (
Nuveen Asset Management
) (each, a
Sub-Adviser
and collectively, the
Sub-Advisers
).
Certain matters under the Investment Company Act
of 1940, as amended (the
1940 Act
), which must be submitted to a vote of the holders of the outstanding voting securities of a series, shall not be deemed to have been effectively acted upon unless approved by the holders of a
majority of the outstanding voting shares of each series affected by such matter.
INVESTMENT RESTRICTIONS
The investment objective and certain investment policies of each Fund are described in the Prospectus for the Funds. Each Fund, as a fundamental
policy, may not, without the approval of the holders of a majority of the Funds outstanding voting shares:
(1) Borrow money except as permitted by the 1940 Act and exemptive orders granted thereunder.
(2) Issue senior securities as defined in the 1940 Act, except as permitted by the 1940 Act.
(3) Underwrite any issue of securities, except to the extent that the purchase or sale of securities in accordance with its
investment objective, policies and limitations may be deemed to be an underwriting.
(4) Purchase or sell real estate,
but this shall not prevent the Fund from investing in securities secured by real estate or interests therein or foreclosing upon and selling such security.
(5) Purchase or sell physical commodities, except as permitted by the 1940 Act and exemptive orders granted thereunder or unless acquired as a result of ownership of securities or other instruments (but this
restriction shall not prevent the Fund from purchasing or selling options, futures contracts, or other derivative instruments, or from investing in securities or other instruments backed by physical commodities).
(6) Make loans except as permitted by the 1940 Act and exemptive orders granted thereunder.
(7) Invest more than 25% of its net assets in securities of issuers in any one industry; provided, however, that such limitation
shall not be applicable to securities issued by governments or political subdivisions of governments, obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, securities of other investment companies and
tax-exempt
securities or such other securities as may be excluded for this purpose by the 1940 Act and exemptive orders granted thereunder.
Except with respect to number (1) above, the foregoing restrictions and limitations, as well as a Funds policies as to ratings of
portfolio investments, will apply only at the time of purchase of securities, and the percentage limitations will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of an acquisition of
securities, unless otherwise indicated.
For purposes of applying the limitations set forth in numbers (1) and (2) above, under the 1940
Act as currently in effect, a Fund is not permitted to issue senior securities, except that a Fund may borrow from any bank if immediately after such borrowing the value of the Funds total assets is at
S-3
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 calendar 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%. No exemptive orders have been issued with respect to the limitation set forth in number (1).
For purposes of applying the limitation set forth in number (6) above, there are no limitations with respect to unsecured loans made by a Fund to an unaffiliated party. However, if 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.
The limitation in number (7) above refers to concentration as that term is applied under the 1940 Act, as interpreted or
modified from time to time by any regulatory authority having jurisdiction. The limitation will be interpreted to permit investment without limit in the following: securities of the U.S. government and its agencies or instrumentalities; securities
of state, territory, possession or municipal governments and their authorities, agencies, instrumentalities or political subdivisions; securities of foreign governments; and repurchase agreements collateralized by any such obligations. Accordingly,
issuers of the foregoing securities will not be considered to be members of any industry. This limitation also does not place a limit on investment in issuers domiciled in a single jurisdiction or country.
For purposes of applying the limitation set forth in number (7) above, each Fund classifies asset-backed securities in its portfolio in separate
industries based upon a combination of the industry of the issuer or sponsor and the type of collateral. The industry of the issuer or sponsor and the type of collateral will be determined by the Adviser. For example, an asset-backed security known
as Money Store
94-D
A2 would be classified as follows: the issuer or sponsor of the security is The Money Store, a personal finance company, and the collateral underlying the security is automobile
receivables. Therefore, the industry classification would be Personal Finance CompaniesAutomobile. Similarly, an asset-backed security known as Midlantic Automobile Grantor Trust
1992-1 B
would be classified as follows: the issuer or sponsor of the security is Midlantic National Bank, a banking organization, and the collateral underlying the security is automobile
receivables. Therefore, the industry classification would be BanksAutomobile. Thus, an issuer or sponsor may be included in more than one industry classification, as may a particular type of collateral.
The foregoing fundamental investment policies 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 a 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 a 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) Purchase a security if, as a result, more than 15% of its net assets would be invested in illiquid securities,
including repurchase agreements maturing in more than seven days. The term illiquid securities will have the same meaning as it does under the 1940 Act.
(2) Acquire any securities of registered
open-end
investment companies or registered unit
investment trusts in reliance on subparagraph (F) or subparagraph (G) of Section 12(d)(1) of the 1940 Act.
For
temporary defensive purposes, or to manage cash pending investment or payout, each Fund may invest up to 100% of its total assets in cash or cash equivalents, securities issued by the U.S. government, its agencies or instrumentalities, commercial
paper, and certain other money market instruments, as well as repurchase agreements collateralized by the foregoing. During such periods, a Fund may not be able to achieve its investment objective.
S-4
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 Prospectus 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 in alphabetical order.
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. To the extent a Fund is limited to investing in securities with specified
ratings or of a certain credit quality, the Fund is not required to sell a security if its rating is reduced or its credit quality declines after purchase, but may consider doing so. Descriptions of the rating categories of Standard &
Poors Ratings Services, a division of The McGraw-Hill Companies, Inc. (
Standard & Poors
), Fitch, Inc. (
Fitch
) and Moodys Investors Service, Inc. (
Moodys
) are
contained in Appendix A.
References in this section to the Adviser also apply, to the extent applicable, to the
Sub-Advisers
of the Funds.
Cayman Subsidiaries
Nuveen Gresham Diversified Commodity Strategy Fund and Nuveen Gresham Long/Short Commodity Strategy Fund may invest up to 25% of their net assets
in, respectively, Gresham Diversified Commodity Fund Ltd. and Gresham Long/Short Commodity Fund Ltd., their wholly-owned subsidiaries organized under the laws of the Cayman Islands (each a
Subsidiary
and collectively the
Subsidiaries
). The Subsidiaries may invest in commodity-linked derivative instruments, as described under Commodity Investments below. Because each Fund may invest a substantial portion of its assets in its Subsidiary,
which may hold certain of the investments described in the Prospectus and this SAI, each Fund may be considered to be investing indirectly in those investments through its Subsidiary. Therefore, except as otherwise noted, for purposes of this
disclosure, references to the Funds investments may also be deemed to include the Funds indirect investments through its Subsidiary.
The Subsidiaries are not registered under the 1940 Act and are not subject to regulation thereunder, except as noted in the Prospectus or this SAI. However, each Subsidiary is wholly-owned and controlled by a Fund
and is advised by Nuveen Fund Advisors and
sub-advised
by Gresham. Therefore, each Funds ownership and control of its Subsidiary make it unlikely that the Subsidiary would take action contrary to the
interests of the Fund or its shareholders. The Funds Board of Trustees has oversight responsibility for the investment activities of the Funds, including their expected investment in the Subsidiaries, and each Funds role as the sole
shareholder of its Subsidiary. Also, in managing each Subsidiarys portfolio, Nuveen Fund Advisors and Gresham are subject to the same investment policies and restrictions that apply to the management of the Funds, and, in particular, to the
requirements relating to leverage, liquidity, brokerage, and the timing and method of valuation with respect to each Subsidiarys portfolio investments and shares of each Subsidiary. Nuveen Fund Advisors and Gresham receive no additional
compensation for managing the assets of the Subsidiaries. The Subsidiaries will also enter into separate contracts for the provision of custody and transfer agency services with the same or with affiliates of the same service providers that provide
those services to the Funds.
Changes in the laws of the United States (where the Funds are organized) and/or the Cayman Islands (where
the Subsidiaries are incorporated) could prevent the Funds and/or the Subsidiaries from operating as described in the Prospectus and this SAI and could negatively affect the Funds and their shareholders. For example, the Cayman Islands currently
does not impose certain taxes on the Subsidiaries, including income and capital gains tax, among others. If Cayman Islands laws were changed to require the Subsidiaries to pay Cayman Islands taxes, the investment returns of the Funds would likely
decrease.
S-5
The financial statements of each Subsidiary will be consolidated with its respective parent
Funds financial statements in the Funds Annual and Semi-Annual Reports.
Commodity Investments
Each Fund gains exposure to commodities, either directly or through its Subsidiary, in commodity-linked derivative instruments such as commodity
futures and forward contracts, commodity swaps, options on commodity futures contracts and commodity-linked structured notes. Additional information on the Subsidiaries is set forth under Cayman Subsidiaries above. Additional information
regarding specific commodity-linked derivatives is set forth under Derivative Instruments below. The Fund, either directly or through the Subsidiary, may also gain exposure to commodities through investment in certain investment
companies, including exchange-traded funds (
ETFs
), other pooled investment vehicles that invest primarily in commodities or commodity-related instruments, and in exchange-traded notes (
ETNs
) linked to the value
of commodities.
Each Funds commodity investments generally will not require significant outlays of principal. Each Fund may invest
up to 25% of its net assets in its Subsidiary, which will be committed as initial and variation margin to secure its Subsidiarys positions in derivative instruments. These assets are placed in accounts maintained by
each Subsidiary at the Subsidiaries clearing broker, and are invested by the clearing broker in high-quality instruments permitted under regulations promulgated by the Commodity Futures Trading Commission (the
CFTC
).
The prices of commodity-linked derivatives may move in different directions than investments in traditional equity and debt securities.
For example, during periods of rising inflation, historically debt securities have tended to decline in value due to the general increase in prevailing interest rates. Conversely, during those same periods of rising inflation, historically the
prices of certain commodities, such as oil and metals, have tended to increase. Of course, there cannot be any guarantee that these investments will perform in that manner in the future, and at certain times the price movements of commodity-linked
investments have been parallel to debt and equity securities.
Historically, the correlation between the quarterly investment returns of
commodities and the quarterly investment returns of traditional financial assets such as stocks and bonds generally was negative. This inverse relationship occurred generally because commodities have historically tended to increase and decrease in
value during different parts of the business cycle than financial assets. Nevertheless, at various times, commodities prices may move in tandem with the prices of financial assets and thus may not provide overall portfolio diversification benefits.
The reverse may be true during bull markets, when investments in traditional securities such as stocks and bonds may outperform the Funds commodity-related investments. However, over the long term, the returns on the Funds
commodity-related investments are expected to exhibit low or negative correlation with stocks and bonds.
Derivative
Instruments
Each Fund may utilize a variety of derivative instruments, including futures contracts (sometimes referred to as
futures
), options on futures contracts, forward contracts and swaps to attempt to seek to enhance return, to hedge some of the risks of its investments in securities, as a substitute for a position in the underlying asset, to
reduce transaction costs, to maintain full market exposure (which means to adjust the characteristics of its investments to more closely approximate those of the markets in which it invests), to manage cash flows, or to preserve capital.
Derivative hedges are generally used to hedge against price movements in one or more particular investments that a Fund owns or intends to acquire.
Such instruments may also be used to
lock-in
realized but unrecognized gains in the value of portfolio investments. Hedging strategies, if successful, can reduce the risk of loss by wholly or
partially offsetting the negative effect of unfavorable price movements in the investments being hedged. However, hedging strategies can also reduce the opportunity for gain by offsetting the positive effect of favorable price movements in the
hedged investments. A Fund may also use derivative instruments to manage the risks of its assets. The use of derivative instruments is subject to applicable regulations of the Securities and Exchange Commission (the
SEC
), the
several options and futures exchanges upon which they are traded, the CFTC and various state regulatory authorities. In addition, a Funds ability to use hedging instruments will be limited by tax considerations.
S-6
Regulation of Futures, Options on Futures and Swap Transactions
Effective January 1, 2013, each Fund and its respective Subsidiary are subject to regulation as commodity pools under the Commodity Exchange Act
(
CEA
), and the Adviser has registered with the CFTC and the National Futures Association (
NFA
) as a commodity pool operator.
Greshams investment decisions may need to be modified, and commodity contract positions held by the Funds and/or the Subsidiaries may have to be liquidated at disadvantageous times or prices, to avoid
exceeding position limits established by the CFTC, potentially subjecting the Funds to substantial losses.
The regulation of commodity
transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by government, self-regulatory and judicial action. The effect of any future regulatory change on the Fund is impossible to predict, but could
be substantial and adverse to the Fund.
Asset Coverage for Futures and Options Positions
Each Fund will comply with the regulatory requirements of the SEC and the CFTC with respect to coverage of options and futures positions by
registered investment companies and, if the guidelines so require, will set aside or earmark cash, U.S. government securities, high grade liquid debt securities and/or other liquid assets permitted by the SEC and CFTC in the amount prescribed.
Securities set aside or earmarked cannot be sold while the futures or options position is outstanding, unless replaced with other permissible assets, and will be
marked-to-market
daily. A Fund and/or its Subsidiary may not enter into futures or options positions if such positions will require the Fund to set aside or earmark more
than 100% of its net assets.
Federal Income Tax Treatment of Futures Contracts and Options
Each Funds transactions in futures contracts and options will be subject to special provisions of the Internal Revenue Code of 1986, as
amended (the
Code
) that, among other things, may affect the character of gains and losses realized by a Fund (i.e., may affect whether gains or losses are ordinary or capital, or short-term or long-term), may accelerate
recognition of income to a Fund and may defer Fund losses. These rules could, therefore, affect the character, amount and timing of distributions to shareholders. These provisions also (a) will require a Fund to
mark-to-market
certain types of the positions in its portfolio (i.e., treat them as if they were closed out), and (b) may cause a Fund to recognize income without
receiving cash with which to make distributions in amounts necessary to satisfy the 90% distribution requirement for qualifying to be taxed as a regulated investment company and the distribution requirement for avoiding excise taxes.
Futures Contracts
Each Fund, either
directly or through its Subsidiary, may purchase and sell futures contracts (hereinafter referred to as
Futures Contracts
), including commodity futures contracts and index futures, and options on such contracts. A Fund may use
Futures Contracts and related options for hedging and
non-hedging
purposes. A Fund will not enter into Futures Contracts which are prohibited under the CEA and will, to the extent required by regulatory
authorities, enter only into Futures Contracts that are traded on national futures exchanges and are standardized as to maturity date and underlying financial instrument. Futures exchanges and trading are regulated under the CEA by the CFTC.
Each Fund may invest in commodity Futures Contracts. Commodity Futures Contracts are generally based upon commodities within the six
principal commodity groups: energy, industrial metals, agriculture, precious metals, foods and fibers, and livestock. The price of a commodity Futures Contract will reflect the storage costs of purchasing the physical commodity. These storage costs
include the time value of money invested in the physical commodity plus the actual costs of storing the commodity less any benefits from ownership of the physical commodity that are not obtained by the holder of a Futures Contract (this is sometimes
referred to as the convenience yield). To the extent that these storage costs change for an underlying commodity while a Fund is in a long position on that commodity, the value of the Futures Contract may change proportionately.
Commodity Futures Contracts are traded on futures exchanges. These futures exchanges offer a central marketplace in which to transact
Futures Contracts, a clearing corporation to process trades, a
S-7
standardization of expiration dates and contract sizes, and the availability of a secondary market. Futures markets also specify the terms and conditions of delivery as well as the maximum
permissible price movement during a trading session. Additionally, the commodity futures exchanges may have position limit rules that limit the amount of Futures Contracts that any one party may hold in a particular commodity at any point in time.
These position limit rules are designed to prevent any one participant from controlling a significant portion of the market. In the commodity futures markets, the exchange clearing corporation takes the other side in all transactions, either buying
or selling directly to the market participants. The clearinghouse acts as the counterparty to all exchange-traded Futures Contracts, that is, a Funds obligation is to the clearinghouse, and the Fund will look to the clearinghouse to satisfy
the Funds rights under a commodity Futures Contract.
An index Futures Contract is an agreement pursuant to which the parties agree
to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index Futures Contract was originally written.
Transaction costs are incurred when a Futures Contract is bought or sold and margin deposits must be maintained. A Futures Contract may be satisfied
by delivery or purchase, as the case may be, of the instrument or by payment of the change in the cash value of the index. More commonly, Futures Contracts are closed out prior to delivery by entering into an offsetting transaction in a matching
Futures Contract. Although the value of an index might be a function of the value of certain specified securities, no physical delivery of those securities is made. If the offsetting purchase price is less than the original sale price, a gain will
be realized; if it is more, a loss will be realized. Conversely, if the offsetting sale price is more than the original purchase price, a gain will be realized; if it is less, a loss will be realized. The transaction costs must also be included in
these calculations. There can be no assurance, however, that a Fund will be able to enter into an offsetting transaction with respect to a particular Futures Contract at a particular time. If a Fund is not able to enter into an offsetting
transaction, the Fund will continue to be required to maintain the margin deposits on the Futures Contract.
Margin is the amount of
funds that must be deposited by a Fund with its custodian in a segregated account in the name of the futures commission merchant in order to initiate futures trading and to maintain the Funds open positions in Futures Contracts. A margin
deposit is intended to ensure a Funds performance of the Futures Contract. The margin required for a particular Futures Contract is set by the exchange on which the Futures Contract is traded and may be significantly modified from time to time
by the exchange during the term of the Futures Contract. Futures Contracts are customarily purchased and sold on margins that may range upward from less than 5% of the value of the Futures Contract being traded.
If the price of an open Futures Contract changes (by increase in the case of a sale or by decrease in the case of a purchase) so that the loss on
the Futures Contract reaches a point at which the margin on deposit does not satisfy margin requirements, the broker will require an increase in the margin. However, if the value of a position increases because of favorable price changes in the
Futures Contract so that the margin deposit exceeds the required margin, the broker will pay the excess to the Fund. In computing daily net asset value, a Fund will mark to market the current value of its open Futures Contracts. The Funds expect to
earn interest income on their margin deposits.
Because of the low margin deposits required, futures trading involves an extremely high
degree of leverage. As a result, a relatively small price movement in a Futures Contract may result in immediate and substantial loss, as well as gain, to the investor. For example, if at the time of purchase, 10% of the value of the Futures
Contract is deposited as margin, a subsequent 10% decrease in the value of the Futures Contract would result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A 15% decrease
would result in a loss equal to 150% of the original margin deposit, if the Futures Contract were closed out. Thus, a purchase or sale of a Futures Contract may result in losses in excess of the amount initially invested in the Futures Contract.
However, a Fund would presumably have sustained comparable losses if, instead of the Futures Contract, it had invested in the underlying financial instrument and sold it after the decline.
Most U.S. futures exchanges limit the amount of fluctuation permitted in Futures Contract prices during a single trading day. The day limit
establishes the maximum amount that the price of a Futures
S-8
Contract may vary either up or down from the previous days settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of Futures Contract,
no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable
positions. Futures Contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of Futures positions and subjecting some Futures traders to
substantial losses. Despite the daily price limits on various futures exchanges, the price volatility of commodity Futures Contracts has been historically greater than that for traditional securities such as stocks and bonds. To the extent that a
Fund invests in commodity Futures Contracts, the assets of the Fund, and therefore the prices of Fund shares, may be subject to greater volatility.
There can be no assurance that a liquid market will exist at a time when a Fund seeks to close out a Futures Contract. The Fund would continue to be required to meet margin requirements until the position is
closed, possibly resulting in a decline in the Funds net asset value. In addition, many of the contracts discussed above are relatively new instruments without a significant trading history. As a result, there can be no assurance that an
active secondary market will develop or continue to exist.
Options on Futures
Each Fund may also purchase or write put and call options on Futures Contracts and enter into closing transactions with respect to such options to
terminate an existing position. A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a Futures Contract at a specified exercise price prior to the expiration of the
option. Upon exercise of a call option, the holder acquires a long position in the Futures Contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true. Prior to exercise or expiration, a futures
option may be closed out by an offsetting purchase or sale of a futures option of the same series.
Each Fund may use options on Futures
Contracts for hedging and
non-hedging
purposes (i.e., in an effort to enhance returns). Generally, these strategies would be applied under the same market and market sector conditions in which a Fund uses put
and call options on securities or indexes. The purchase of put options on Futures Contracts is analogous to the purchase of puts on securities or indexes so as to hedge a Funds securities holdings against the risk of declining market prices.
The writing of a call option or the purchasing of a put option on a Futures Contract constitutes a partial hedge against declining prices of the securities which are deliverable upon exercise of the Futures Contract. If the futures price at
expiration of a written call option is below the exercise price, a Fund will retain the full amount of the option premium which provides a partial hedge against any decline that may have occurred in the Funds holdings of securities. If the
futures price when the option is exercised is above the exercise price, however, a Fund will incur a loss, which may be offset, in whole or in part, by the increase in the value of the securities held by the Fund that were being hedged. Writing a
put option or purchasing a call option on a Futures Contract serves as a partial hedge against an increase in the value of the securities a Fund intends to acquire.
As with investments in Futures Contracts, a Fund is required to deposit and maintain margin with respect to put and call options on Futures Contracts written by it. Such margin deposits will vary depending on the
nature of the underlying Futures Contract (and the related initial margin requirements), the current market value of the option, and other futures positions held by the Fund. A Fund will set aside in a segregated account at the Funds custodian
liquid assets, such as cash, U.S. government securities or other high grade liquid debt obligations equal in value to the amount due on the underlying obligation. Such segregated assets will be
marked-to-market
daily, and additional assets will be placed in the segregated account whenever the total value of the segregated account falls below the amount due on the underlying obligation.
The risks associated with the use of options on Futures Contracts include the risk that a Fund may close out its position as a writer of an
option only if a liquid secondary market exists for such options, which cannot be assured. A Funds successful use of options on Futures Contracts depends on the portfolio managers ability to correctly predict the movement in prices of
Futures Contracts and the underlying instruments, which may prove to be incorrect. In addition, there may be imperfect correlation between the instruments being hedged and the Futures Contract subject to the option.
S-9
The writing and purchasing of options is a highly specialized activity which involves investment
techniques and risks different from those associated with ordinary portfolio securities transactions. Options transactions may result in significantly higher transaction costs for a Fund.
For additional information, see Futures Contracts. Certain characteristics of the futures market might increase the risk that movements
in the prices of Futures Contracts or options on Futures Contracts might not correlate perfectly with movements in the prices of the investments being hedged. For example, all participants in the futures and options on Futures Contracts markets are
subject to daily variation margin calls and might be compelled to liquidate futures or options on Futures Contracts positions whose prices are moving unfavorably to avoid being subject to further calls. These liquidations could increase the price
volatility of the instruments and distort the normal price relationship between the futures or options and the investments being hedged. Also, because of initial margin deposit requirements in futures markets, there might be increased participation
by speculators in the futures markets. This participation also might cause temporary price distortions. In addition, activities of large traders in both the futures and securities markets involving arbitrage, program trading and other
investment strategies might result in temporary price distortions.
Swap Agreements
A swap is a derivative instrument that typically involves the exchange of cash flows between two parties on specified dates (settlement dates),
where the cash flows are based on agreed-upon prices, rates, indices, etc. The nominal amount on which the cash flows are calculated is called the notional amount. Swaps are individually negotiated and structured to include exposure to a variety of
different types of investments or market factors, such as interest rates,
non-U.S.
currency rates, mortgage securities, corporate borrowing rates, security prices, indexes or inflation rates.
Swap agreements may increase or decrease the overall volatility of the investments of a Fund and its share price. The performance of swap agreements
may be affected by a change in the specific interest rate, currency, or other factors that determine the amounts of payments due to and from a Fund. If a swap agreement calls for payments by a Fund, the Fund must be prepared to make such payments
when due. In addition, if the counterpartys creditworthiness declines, the value of a swap agreement would be likely to decline, potentially resulting in losses.
Generally, swap agreements have a fixed maturity date that will be agreed upon by the parties. The agreement can be terminated before the maturity date only under limited circumstances, such as default by one of
the parties or insolvency, among others, and can be transferred by a party only with the prior written consent of the other party. A Fund may be able to eliminate its exposure under a swap agreement either by assignment or by other disposition, or
by entering into an offsetting swap agreement with the same party or a similarly creditworthy party. If the counterparty is unable to meet its obligations under the contract, declares bankruptcy, defaults or becomes insolvent, a Fund may not be able
to recover the money it expected to receive under the contract.
A swap agreement can be a form of leverage, which can magnify a
Funds gains or losses. In order to reduce the risk associated with leveraging, a Fund may cover its current obligations under swap agreements according to guidelines established by the SEC. If a Fund enters into a swap agreement on a net
basis, it will segregate assets with a daily value at least equal to the excess, if any, of a Funds accrued obligations under the swap agreement over the accrued amount the Fund is entitled to receive under the agreement. If a Fund enters into
a swap agreement on other than a net basis, it will segregate assets with a value equal to the full amount of a Funds accrued obligations under the agreement.
Commodity-Based Swaps.
In a typical commodity-based swap, one party agrees to pay another party the return on a commodity, commodity index or basket of commodities in return for a specified interest rate. By
entering into a commodity index swap, for example, the index receiver can gain exposure to commodities making up the index without actually purchasing those commodities. Commodity index swaps involve not only the risk associated with investment in
the commodities represented in the index, but also the risk that the return on such commodities will not exceed the return on the interest rate that a Fund will be committed to pay.
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Structured Notes
Structured notes are privately negotiated debt obligations where the principal and/or interest is determined by reference to the performance of a benchmark asset, market or interest rate (an embedded
index), such as selected securities or commodities, an index of securities or commodities or specified interest rates, or the differential performance of two assets or markets. When a Fund purchases a structured note, it will make a payment of
principal to the counterparty. Some structured notes have a guaranteed repayment of principal while others place a portion (or all) of the principal at risk. The possibility of default by the counterparty or its credit provider may be greater for
structured notes than for other types of instruments. The terms of such structured instruments normally provide that their principal and/or interest payments are to be adjusted upwards or downwards (but not ordinarily below zero) to reflect changes
in the embedded index while the structured instruments are outstanding. As a result, the interest and/or principal payments that may be made on a structured product may vary widely, depending upon a variety of factors, including the volatility of
the embedded index and the effect of changes in the embedded index on principal and/or interest payments. The rate of return on structured notes may be determined by applying a multiplier to the performance or differential performance of the
referenced index or indexes or other assets. Application of a multiplier involves leverage that will serve to magnify the potential for gain and the risk of loss. Structured notes may not have an active trading market.
Commodity Forward Contracts
A commodity
forward contract, which may be standardized and exchange-traded or customized and privately negotiated, is an agreement for one party to buy, and the other party to sell, a specific quantity of an underlying commodity or other tangible asset for an
agreed-upon price at a future date. A forward contract generally is settled by physical delivery of the commodity or other tangible asset underlying the forward contract to an agreed upon location at a future date (rather than settled by cash) or
will be rolled forward into a new forward contract.
Non-deliverable
forwards (
NDFs
) specify a cash payment upon maturity. NDFs are normally used when the market for physical settlement of
the currency is underdeveloped, heavily regulated or highly taxed.
Risks and Special Considerations Concerning Derivatives
The use of derivative instruments involves certain general risks and considerations as described below. The specific risks pertaining to certain
types of derivative instruments are described below:
(1)
Market Risk.
Market risk is the risk that the value
of the underlying assets may go up or down. Adverse movements in the value of an underlying asset can expose the Fund to losses. The successful use of derivative instruments depends upon a variety of factors, particularly the portfolio
managers ability to predict movements in the relevant markets, which may require different skills than predicting changes in the prices of individual securities. There can be no assurance that any particular strategy adopted will succeed.
(2)
Counterparty Risk.
Credit risk is the risk that a loss may be sustained as a result of the failure of a
counterparty to comply with the terms of a derivative instrument. The counterparty risk for exchange-traded derivatives is generally less than for
over-the-counter
(
OTC
) derivatives, since generally a clearing agency, which is the issuer or counterparty to each exchange-traded instrument, provides a guarantee of performance. For many OTC instruments, there is no similar clearing agency
guarantee. In all transactions, a Fund will bear the risk that the counterparty will default, and this could result in a loss of the expected benefit of the derivative transactions and possibly other losses to the Fund. A Fund will enter into
derivatives transactions in derivative instruments only with counterparties that their respective portfolio managers reasonably believe are capable of performing under the contract.
(3)
Liquidity Risk.
Liquidity risk is the risk that a derivative instrument cannot be sold, closed out or replaced quickly at
or very close to its fundamental value. Generally, exchange contracts are very liquid because the exchange clearinghouse is the counterparty of every contract. OTC transactions are less liquid than exchange-traded derivatives since they often can
only be closed out with the other party to the transaction. A Fund might be required by applicable regulatory requirements to maintain assets as cover, maintain segregated accounts, and/or make margin
S-11
payments when it takes positions in derivative instruments involving obligations to third parties (i.e., instruments other than purchase options). If a Fund is unable to close out its positions
in such instruments, it might be required to continue to maintain such assets or accounts or make such payments until the position expires, matures or is closed out. These requirements might impair a Funds ability to sell a security or make an
investment at a time when it would otherwise be favorable to do so, or require that the Fund sell a portfolio security at a disadvantageous time. A Funds ability to sell or close out a position in an instrument prior to expiration or maturity
depends upon the existence of a liquid secondary market or, in the absence of such a market, the ability and willingness of the counterparty to enter into a transaction closing out the position. There is no assurance that any derivatives position
can be sold or closed out at a time and price that is favorable to a Fund.
(4)
Systemic or
Interconnection Risk.
Systemic or interconnection risk is the risk that a disruption in the financial markets will cause difficulties for all market participants. Much of the OTC derivatives market takes place among the OTC dealers
themselves, thus creating a large interconnected web of financial obligations. This interconnectedness raises the possibility that a default by one large dealer could create losses for other dealers and destabilize the entire market for OTC
derivative instruments.
(5)
Regulatory Risk.
The Dodd-Frank Act Wall Street Reform and Consumer Protection Act
(the
Dodd-Frank Act
) has initiated a dramatic revision of the U.S. financial regulatory framework and covers a broad range of topics, including (among many others) a reorganization of federal financial regulators; a process
intended to improve financial systemic stability and the resolution of potentially insolvent financial firms; and new rules for derivatives trading. Instruments in which the Funds may invest, or the issuers of such instruments, may be affected by
the new legislation and regulation in ways that are unforeseeable. Many of the implementing regulations have not yet been finalized. Accordingly, the ultimate impact of the Dodd-Frank Act, including on the derivative instruments in which the Funds
may invest, is not yet certain.
Exchange-Traded Notes
The Funds may invest in exchange-traded noted (
ETNs
) linked to the value of commodities. ETNs are generally notes representing
debt of the issuer, usually a financial institution. ETNs combine both aspects of bonds and ETFs. An ETNs returns are based on the performance of one or more underlying assets, reference rates or indexes, minus fees and expenses. Similar to
ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held until the ETNs maturity, at which time the issuer will pay a return linked to the performance of the specific asset, index or
rate to which the ETN is linked minus certain fees. Unlike regular bonds, ETNs do not make periodic interest payments, and principal is not protected.
The value of an ETN may be influenced by, among other things, time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying markets, changes in the applicable interest
rates, the performance of the reference instrument, changes in the issuers credit rating and economic, legal, political or geographic events that affect the reference instrument. An ETN that is tied to a reference instrument may not replicate
the performance of the reference instrument. ETNs also incur certain expenses not incurred by their applicable reference instrument. Some ETNs that use leverage can, at times, be relatively illiquid and, thus, they may be difficult to purchase or
sell at a fair price. Levered ETNs are subject to the same risk as other instruments that use leverage in any form. While leverage allows for greater potential return, the potential for loss is also greater. Finally, additional losses may be
incurred if the investment loses value because, in addition to the money lost on the investment, the loan still needs to be repaid.
Because the return on the ETN is dependent on the issuers ability or willingness to meet its obligations, the value of the ETN may change due
to a change in the issuers credit rating, despite no change in the underlying reference instrument. The market value of ETN shares may differ from the value of the reference instrument. This difference in price may be due to the fact that the
supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the assets underlying the reference instrument that the ETN seeks to track.
S-12
There may be restrictions on a Funds right to redeem its investment in an ETN, which are
generally meant to be held until maturity. A Funds decision to sell its ETN holdings may be limited by the availability of a secondary market. An investor in an ETN could lose some or all of the amount invested.
Fixed Income Investments
The Funds fixed income investments consist of cash equivalents and high-quality short-term debt securities with final terms not exceeding one year at the time of investment, and are intended to provide
liquidity, preserve capital and serve as collateral for the Funds and/or the Subsidiaries investments in derivative instruments.
Each Funds fixed income investments will be managed by Nuveen Asset Management. These fixed income investments (excluding U.S. government securities) will be rated at all times at the applicable highest
short-term or long-term debt or deposit rating or money market fund rating as determined by at least one nationally recognized statistical rating organization or, if unrated, judged by Nuveen Asset Management to be of comparable quality. Fixed
income investments may include, without limitation, the following:
(1)
U.S. Government Securities.
Each Fund may
invest in U.S. government securities, including bills, notes and bonds differing as to maturity and rates of interest, which are either issued or guaranteed by the U.S. Treasury or by U.S. government agencies or instrumentalities. U.S. government
securities include securities that are issued or guaranteed by the United States Treasury, by various agencies of the U.S. government, or by various instrumentalities which have been established or sponsored by the U.S. government. U.S. Treasury
securities are backed by the full faith and credit of the United States. Securities issued or guaranteed by federal agencies and U.S. government-sponsored instrumentalities may or may not be backed by the full faith and credit of the
United States. Some of the U.S. government agencies that issue or guarantee securities include the Export-Import Bank of the United States, Farmers Home Administration, Federal Housing Administration, Maritime Administration, Small Business
Administration and The Tennessee Valley Authority. An instrumentality of the U.S. government is a government agency organized under Federal charter with government supervision. Instrumentalities issuing or guaranteeing securities include, among
others, Federal Home Loan Banks, the Federal Land Banks, Central Bank for Cooperatives, Federal Intermediate Credit Banks and FNMA. In the case of those U.S. government securities not backed by the full faith and credit of the United States, the
investor must look principally to the agency or instrumentality issuing or guaranteeing the security for ultimate repayment, and may not be able to assert a claim against the United States itself in the event that the agency or instrumentality does
not meet its commitment. The U.S. government, its agencies and instrumentalities do not guarantee the market value of their securities, and consequently, the value of such securities may fluctuate. In addition, a Fund may invest in sovereign debt
obligations of
non-U.S.
countries. A sovereign debtors willingness or ability to repay principal and interest in a timely manner may be affected by a number of factors, including its cash flow situation,
the extent of its
non-U.S.
reserves, the availability of sufficient
non-U.S.
exchange on the date a payment is due, the relative size of the debt service burden to the
economy as a whole, the sovereign debtors policy toward principal international lenders and the political constraints to which it may be subject.
(2)
Certificates of Deposit.
Each Fund may invest in certificates of deposit issued against funds deposited in a bank or savings and loan association. Such certificates are for a definite period of time,
earn a specified rate of return, and are normally negotiable. If such certificates of deposit are
non-negotiable,
they will be considered illiquid securities and be subject to the Funds 15% restriction
on investments in illiquid securities. Pursuant to the certificate of deposit, the issuer agrees to pay the amount deposited plus interest to the bearer of the certificate on the date specified thereon. Under current FDIC regulations, the maximum
insurance payable as to any one certificate of deposit is $250,000; therefore, certificates of deposit purchased by a Fund may not be fully insured. A Fund may only invest in certificates of deposit issued by U.S. banks with at least $1 billion in
assets.
(3)
Bankers Acceptances.
Each Fund may invest in bankers acceptances, which are short-term
credit instruments used to finance commercial transactions. Generally, an acceptance is a
S-13
time draft drawn on a bank by an exporter or an importer to obtain a stated amount of funds to pay for specific merchandise. The draft is then accepted by a bank that, in effect,
unconditionally guarantees to pay the face value of the instrument on its maturity date. The acceptance may then be held by the accepting bank as an asset or it may be sold in the secondary market at the going rate of interest for a specific
maturity.
(4)
Repurchase Agreements.
Each Fund may invest in repurchase agreements which involve purchases of
debt securities. In such an action, at the time the Fund purchases the security, it simultaneously agrees to resell and redeliver the security to the seller, who also simultaneously agrees to buy back the security at a fixed price and time. This
assures a predetermined yield for a Fund during its holding period since the resale price is always greater than the purchase price and reflects an agreed-upon market rate. Such actions afford an opportunity for a Fund to invest temporarily
available cash. A Fund may enter into repurchase agreements only with respect to obligations of the U.S. government, its agencies or instrumentalities; certificates of deposit; or bankers acceptances in which the Fund may invest. Repurchase
agreements may be considered loans to the seller, collateralized by the underlying securities. The risk to a Fund is limited to the ability of the seller to pay the agreed-upon sum on the repurchase date; in the event of default, the repurchase
agreement provides that the affected Fund is entitled to sell the underlying collateral. If the value of the collateral declines after the agreement is entered into, however, and if the seller defaults under a repurchase agreement when the value of
the underlying collateral is less than the repurchase price, the Fund could incur a loss of both principal and interest. The portfolio managers monitor the value of the collateral at the time the action is entered into and at all times during the
term of the repurchase agreement. The portfolio managers do so in an effort to determine that the value of the collateral always equals or exceeds the agreed-upon repurchase price to be paid to a Fund. If the seller were to be subject to a federal
bankruptcy proceeding, the ability of a Fund to liquidate the collateral could be delayed or impaired because of certain provisions of the bankruptcy laws.
(5)
Bank Time Deposits.
Each Fund may invest in bank time deposits, which are monies kept on deposit with banks or savings and loan associations for a stated period of time at a fixed rate of interest. There
may be penalties for the early withdrawal of such time deposits, in which case the yields of these investments will be reduced.
(6)
Commercial Paper.
Each Fund may invest in commercial paper, which are short-term unsecured promissory notes, including variable rate master demand notes issued by corporations to finance their current
operations. Master demand notes are direct lending arrangements between a Fund and a corporation. There is no secondary market for the notes. However, they are redeemable by a Fund at any time. The portfolio managers will consider the financial
condition of the corporation (e.g., earning power, cash flow and other liquidity ratios) and will continuously monitor the corporations ability to meet all of its financial obligations, because a Funds liquidity might be impaired if the
corporation were unable to pay principal and interest on demand. A Fund may invest in commercial paper only if its has received the highest rating from at least one nationally recognized statistical rating organization or, if unrated, judged by
Nuveen Asset Management to be of comparable quality.
(7)
Money Market Funds.
Each Fund may invest in shares of
money market funds, as consistent with its investment objective and policies. Shares of money market funds are subject to management fees and other expenses of those funds. Therefore, investments in money market funds will cause the Funds to bear
proportionately the costs incurred by the money market funds operations. At the same time, each Fund will continue to pay its own management fees and expenses with respect to all of its assets, including any portion invested in the shares of
other investment companies. Although money market funds that operate in accordance with Rule
2a-7
under the 1940 Act seek to preserve a $1.00 share price, it is possible for the Funds to lose money by
investing in money market funds.
Illiquid Securities
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
S-14
(securities the disposition of which is restricted under the federal securities laws) and repurchase agreements with maturities in excess of seven days. However, no Fund will acquire illiquid
securities if, as a result, such securities would comprise more than 15% of the value of the Funds net assets. The Board of Trustees or its delegate has the ultimate authority to determine, to the extent permissible under the federal
securities laws, which securities are liquid or illiquid for purposes of this 15% limitation. The Board of Trustees has delegated to the Adviser the
day-to-day
determination of the illiquidity of any portfolio security, although it has retained oversight over and ultimate responsibility for such determinations. The Adviser works with and to a large extent relies on the expertise and advice of the
Sub-Advisers
in making these liquidity determinations. Although no definitive liquidity criteria are used, the Board of Trustees has directed the Adviser to look to such factors as (i) the nature of the market
for a security (including the institutional private resale market; the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security; and the amount of time normally needed to dispose of the
security, the method of soliciting offers and the mechanics of transfer), (ii) the terms of certain securities or other instruments allowing for the disposition to a third party or the issuer thereof (e.g., certain repurchase obligations and
demand instruments), and (iii) other permissible relevant facts.
Restricted securities may be sold only in privately negotiated
transactions or in a public offering with respect to which a registration statement is in effect under the Securities Act of 1933, as amended. 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, a
Fund might obtain a less favorable price than that which prevailed when it decided to sell. Illiquid securities will be priced at fair value as determined in good faith by the Board of Trustees or its delegate.
Non-U.S.
Investments
Each Fund may invest in foreign (non-U.S.) investments as described in its prospectus. Investing in securities issued by foreign companies involves
considerations and possible risks not typically associated with investing in securities issued by domestic corporations. The values of foreign investments are affected by changes in currency rates or exchange control regulations, application of
foreign tax laws, including withholding taxes, changes in governmental administration or economic or monetary policy (in the United States or abroad) or changed circumstances in dealings between nations. Costs are incurred in connection with
conversions between various currencies. In addition, foreign brokerage commissions are generally higher than in the United States, and foreign securities markets may be less liquid, more volatile and less subject to governmental supervision than in
the United States. Investments in foreign countries could be affected by other factors not present in the United States, including expropriation, confiscatory taxation, lack of uniform accounting and auditing standards and potential difficulties in
enforcing contractual obligations which could extend settlement periods. Dividend income a Fund receives from foreign securities may not be eligible for the special tax treatment reserved for qualified dividend income. See Taxation.
Investments in foreign securities, especially in emerging market countries, will expose the Fund to the direct or indirect consequences
of political, social or economic changes in the countries that issue the securities or in which the issuers are located. Certain countries in which the Fund may invest, especially emerging market countries, have historically experienced, and may
continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations, large amounts of external debt, balance of payments and trade difficulties, and extreme poverty and unemployment. Many of these countries are also
characterized by political uncertainty and instability. The cost of servicing external debt will generally be adversely affected by rising international interest rates because many external debt obligations bear interest at rates that are adjusted
based upon international interest rates. In addition, with respect to certain foreign countries, there is a risk of: the possibility of expropriation of assets; confiscatory taxation; difficulty in obtaining or enforcing a court judgment; economic,
political or social instability; and diplomatic developments that could affect investments in those countries.
Investment Companies and Other Pooled Investment Vehicles
The Funds may invest in securities of other
open-
or
closed-end
investment companies, including registered investment companies that are ETFs. ETFs trade on a securities exchange and their shares
S-15
may, at times, trade at a premium or discount to their NAV. Most ETFs hold a portfolio of common stocks or bonds designed to track the performance of a securities index, including industry,
sector, country and region indexes, but an ETF may not replicate exactly the performance of the index it seeks to track for a number of reasons, including transaction costs incurred by the ETF.
The Funds may also invest a portion of their assets in pooled investment vehicles other than registered investment companies. For example, some
vehicles which are commonly referred to as exchanged traded funds may not be registered investment companies because of the nature of their underlying investments. As a stockholder in an investment company or other pooled vehicle, a Fund
will bear its ratable share of that investment companys or vehicles expenses, and would remain subject to payment of the funds or vehicles advisory and administrative fees with respect to assets so invested. Shareholders
would therefore be subject to duplicative expenses to the extent a Fund invests in other investment companies or vehicles. In addition, the securities of other investment companies or pooled vehicles may be leveraged and will therefore be subject to
leverage risks (in addition to other risks of the investment companys or pooled vehicles strategy). The Funds will also incur brokerage costs when purchasing and selling shares of ETFs and other pooled vehicles.
An investment in the shares of another fund is subject to the risks associated with that funds portfolio securities. To the extent a Fund
invests in shares of another fund, Fund shareholders would indirectly pay a portion of that funds expenses, including advisory fees, brokerage and other distribution expenses. These fees and expenses are in addition to the direct expenses of
the Funds own operations.
Repurchase Agreements
Each Fund may enter into repurchase agreements. A repurchase agreement is an instrument under which an investor, such as a Fund, purchases a U.S.
government security from a vendor, with an agreement by the vendor to repurchase the security at the same price, plus interest at a specified rate. In such a case, the security is held by that Fund, in effect, as collateral for the repurchase
obligation. Repurchase agreements may be entered into with member banks of the Federal Reserve System or primary dealers (as designated by the Federal Reserve Bank of New York) in U.S. government securities. Repurchase agreements usually
have a short duration, often less than one week. In entering into the repurchase agreement for a Fund, the Nuveen Asset Management will evaluate and monitor the creditworthiness of the vendor. In the event that a vendor should default on its
repurchase obligation, a Fund might suffer a loss to the extent that the proceeds from the sale of the collateral were less than the repurchase price. If the vendor becomes bankrupt, a Fund might be delayed, or may incur costs or possible losses of
principal and income, in selling the collateral.
When-Issued or Delayed-Delivery Transactions
Each Fund may from time to time purchase debt securities on a when-issued or other delayed-delivery basis. The price of debt securities
purchased on a when-issued basis is fixed at the time the commitment to purchase is made, but delivery and payment for the securities take place at a later date. Normally, the settlement date occurs within 45 days of the purchase. During the period
between the purchase and settlement, no payment is made by a Fund to the issuer and no interest is accrued on debt securities. Forward commitments involve a risk of loss if the value of the security to be purchased declines prior to the settlement
date. This risk is in addition to the risk of decline in value of a Funds other assets. Although when-issued securities may be sold prior to the settlement date, the Funds intend to purchase such securities with the purpose of actually
acquiring them. At the time a Fund makes the commitment to purchase a debt security on a when-issued basis, it will record the transaction and reflect the value of the security in determining its net asset value. The Funds do not believe that net
asset value will be adversely affected by purchases of debt securities on a when-issued basis.
Each Fund will designate on its books or
maintain in a segregated account cash, U.S. government securities and high grade liquid debt securities equal in value to commitments for when-issued securities. Such segregated securities will either mature or, if necessary, be sold on or before
the settlement date. When the time comes to pay for when-issued securities, each Fund will meet its obligations from then-available cash flow, sale of the securities held in the segregated account
S-16
(described above), sale of other securities or, although it would not normally expect to do so, from the sale of the when-issued securities themselves (which may have a market value greater or
less than the Funds payment obligation).
S-17
MANAGEMENT
The management of the Trust, including general supervision of the duties performed for the Funds by the Adviser under the Investment Management Agreement, is the responsibility of the Board of Trustees. The number
of trustees of the Trust is ten, none of whom is an interested person (as the term interested person is defined in the 1940 Act) (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 years of birth of the trustees and officers of the Funds, their principal occupations and other
affiliations during the past five years, the number of portfolios each oversees and other directorships they hold are set forth below. The trustees of the Trust are directors or trustees, as the case may be, of 106 Nuveen-sponsored
open-end
funds (the
Nuveen Mutual Funds
) and 103 Nuveen-sponsored
closed-end
funds (collectively with the Nuveen Mutual Funds, the
Nuveen
Funds
).
|
|
|
|
|
|
|
|
|
|
|
Name, Business Address
and Year of Birth
|
|
Position(s)
Held with
Trust
|
|
Term of Office
and Length of
Time Served with
Trust
|
|
Principal Occupation(s)
During Past Five Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen by
Trustee
|
|
Other
Directorships
Held by
Trustee
During Past
Five
Years
|
|
|
|
Independent Trustees:
|
|
|
|
|
|
|
|
|
|
|
Robert P. Bremner
333 West Wacker Drive
Chicago, IL 60606
1940
|
|
Trustee
|
|
TermIndefinite* Length of Service
Since 2006
|
|
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.
|
|
209
|
|
None
|
|
|
|
|
|
|
Jack B. Evans 333 West Wacker Drive Chicago, IL 60606
1948
|
|
Trustee
|
|
TermIndefinite*
Length of Service
Since 2006
|
|
President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); 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; formerly, Member and President Pro Tem of the Board of Regents for the State of Iowa
University System.
|
|
209
|
|
Director and Chairman, United Fire Group, a publicly held company; formerly, Director, Alliant Energy.
|
S-18
|
|
|
|
|
|
|
|
|
|
|
Name, Business Address
and Year of Birth
|
|
Position(s)
Held with
Trust
|
|
Term of Office
and Length of
Time Served with
Trust
|
|
Principal Occupation(s)
During Past Five Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen by
Trustee
|
|
Other
Directorships
Held by
Trustee
During Past
Five
Years
|
|
|
|
|
|
|
William C. Hunter
333 West Wacker Drive
Chicago, IL 60606
1948
|
|
Trustee
|
|
TermIndefinite* Length of Service
Since 2006
|
|
Dean Emeritus (since June 30, 2012), formerly, Dean (2006-2012), Tippie College of Business, University of Iowa; Director (since 2005) and President (since July 2012), Beta Gamma Sigma,
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).
|
|
209
|
|
Director (since 2004) of Xerox Corporation.
|
|
|
|
|
|
|
David J. Kundert 333 West Wacker Drive
Chicago, IL 60606
1942
|
|
Trustee
|
|
TermIndefinite*
Length of
ServiceSince 2006
|
|
Formerly, Director, Northwestern Mutual Wealth Management Company (2006-2013); 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; Regent Emeritus, Member of Investment Committee, 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; Member of the Board of Directors (Milwaukee),
College Possible.
|
|
209
|
|
None
|
S-19
|
|
|
|
|
|
|
|
|
|
|
Name, Business Address
and Year of Birth
|
|
Position(s)
Held with
Trust
|
|
Term of Office
and Length of
Time Served with
Trust
|
|
Principal Occupation(s)
During Past Five Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen by
Trustee
|
|
Other
Directorships
Held by
Trustee
During Past
Five
Years
|
|
|
|
|
|
|
John K. Nelson
333 West Wacker Drive
Chicago, IL 60606
1962
|
|
Trustee
|
|
TermIndefinite* Length of ServiceSince 2013
|
|
Senior external advisor to the financial services practice of Deloitte Consulting LLP (since 2012); Member of Board of Directors of Core12 LLC (since 2008), a private firm which develops
branding, marketing and communications strategies for clients; Chairman of the Board of Trustees of Marian University (since 2010 as trustee, 2011 as Chairman); Director of The Curran Center for Catholic American Studies (since 2009) and The
Presidents Council, Fordham University (since 2010); formerly, Chief Executive Officer of ABN AMRO N.V. North America, and Global Head of its Financial Markets Division (2007-2008); prior senior positions held at ABN AMRO include Corporate
Executive Vice President and Head of Global Marketsthe Americas (2006-2007), CEO of Wholesale BankingNorth America and Global Head of Foreign Exchange and Futures Markets (2001-2006), and Regional Commercial Treasurer and Senior Vice
President Trading- North America (1996-2001); formerly, Trustee at St. Edmund Preparatory School in New York City.
|
|
209
|
|
None
|
S-20
|
|
|
|
|
|
|
|
|
|
|
Name, Business Address
and Year of Birth
|
|
Position(s)
Held with
Trust
|
|
Term of Office
and Length of
Time Served with
Trust
|
|
Principal Occupation(s)
During Past Five Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen by
Trustee
|
|
Other
Directorships
Held by
Trustee
During Past
Five
Years
|
|
|
|
|
|
|
William J. Schneider 333 West Wacker Drive
Chicago, IL 60606
1944
|
|
Chairman of the Board and Trustee
|
|
TermIndefinite* Length of Service
Since 2006
|
|
Chairman of Miller-Valentine Partners Ltd., a real estate investment company; Board Member of
Mid-America
Health System, of Tech Town, Inc., a
not-for-profit community development company, and of WDPR Public Radio station; formerly, Senior Partner and Chief Operating Officer (retired, 2004) of Miller-Valentine Group; formerly, Director, Dayton Development Coalition; formerly, Board Member,
Business Advisory Council, Cleveland Federal Reserve Bank and University of Dayton Business School Advisory Council.
|
|
209
|
|
None
|
|
|
|
|
|
|
Judith M. Stockdale
333 West Wacker
Drive
Chicago, IL 60606
1947
|
|
Trustee
|
|
TermIndefinite*
Length of
ServiceSince 2006
|
|
Formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation; prior thereto, Executive Director, Great Lakes Protection Fund (1990-1994).
|
|
209
|
|
None
|
|
|
|
|
|
|
Carole E. Stone
333 West Wacker Drive
Chicago, IL 60606
1947
|
|
Trustee
|
|
TermIndefinite*
Length of
ServiceSince 2007
|
|
Director, Chicago Board Options Exchange, Inc. (since 2006); 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).
|
|
209
|
|
Director, CBOE Holdings, Inc. (since 2010).
|
S-21
|
|
|
|
|
|
|
|
|
|
|
Name, Business Address
and Year of Birth
|
|
Position(s)
Held with
Trust
|
|
Term of Office
and Length of
Time Served with
Trust
|
|
Principal Occupation(s)
During Past Five Years
|
|
Number
of
Portfolios
in Fund
Complex
Overseen by
Trustee
|
|
Other
Directorships
Held by
Trustee
During Past
Five
Years
|
|
|
|
|
|
|
Virginia L. Stringer
333 West Wacker Drive Chicago, IL 60606
1944
|
|
Trustee
|
|
TermIndefinite* Length of Service Since 2011
|
|
Board Member, Mutual Fund Directors Forum; former Member, Governing Board, Investment Company Institutes Independent Directors Council; Governance consultant and
non-profit
board member; former Owner and President, Strategic Management Resources, Inc., a management consulting firm; previously, held several executive positions in general management, marketing and human
resources at IBM and The Pillsbury Company.
|
|
209
|
|
Previously, Independent Director (1987-2010) and Chair (1997-2010), First American Fund Complex.
|
|
|
|
|
|
|
Terence J. Toth
333 West Wacker Drive Chicago, IL 60606
1959
|
|
Trustee
|
|
TermIndefinite* Length of ServiceSince 2008
|
|
Managing Partner, Promus Capital (since 2008); Director, Fulcrum IT Service LLC (since 2010), Quality Control Corporation (since 2012) and LogicMark LLC (since 2012); formerly, Director,
Legal & General Investment Management America, Inc. (2008-2013); 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, 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).
|
|
209
|
|
None
|
*
|
|
Each trustee serves an indefinite term until his or her successor is elected.
|
S-22
|
|
|
|
|
|
|
|
|
Name, Business Address
and Year of Birth
|
|
Position(s) Held
with Trust
|
|
Term of
Office and
Length of
Time Served
with Trust
|
|
Principal Occupation(s)
During Past Five Years
|
|
Number of
Portfolios
in Fund
Complex
Overseen by
Officer
|
|
|
|
|
|
Officers of the Trust:
|
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|
|
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|
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|
|
Gifford R. Zimmerman
333 West Wacker
Drive
Chicago, IL 60606
1956
|
|
Chief Administrative Officer
|
|
TermUntil August 2014
Length of
ServiceSince 2006
|
|
Managing Director (since 2002) and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2002), Assistant Secretary (since 1997) and Co-General Counsel (since 2011) of
Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Vice
President and Assistant Secretary of NWQ Investment Management Company, LLC (since 2002); Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Managing Director, Associate General Counsel and Assistant Secretary
of Symphony Asset Management LLC (since 2003); Vice President and Assistant Secretary of Santa Barbara Asset Management, LLC (since 2006) and Winslow Capital Management, LLC (since 2010); Vice President and Assistant Secretary (since 2013),
formerly, Chief Administrative Officer and Chief Compliance Officer (2006-2013) of Nuveen Commodities Asset Management, LLC; Chartered Financial Analyst.
|
|
209
|
|
|
|
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Margo L. Cook
333 West Wacker Drive
Chicago, IL 60606
1964
|
|
Vice President
|
|
TermUntil August 2014 Length of ServiceSince 2009
|
|
Executive Vice President (since 2008) of Nuveen Investments, Inc., Nuveen Fund Advisors, LLC (since 2011) and Nuveen Securities, LLC (since 2013); Managing DirectorInvestment Services
of Nuveen Commodities Asset Management, LLC (since August 2011); previously, Head of Institutional Asset Management (2007-2008) of Bear Stearns Asset Management; Head of Institutional Asset Management (1986-2007) of Bank of NY Mellon; Chartered
Financial Analyst.
|
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209
|
|
|
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Lorna C. Ferguson
333 West Wacker Drive
Chicago, IL 60606
1945
|
|
Vice President
|
|
TermUntil August 2014
Length of
ServiceSince 2006
|
|
Managing Director of Nuveen Investments Holdings, Inc.
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|
209
|
|
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Stephen D. Foy
333 West Wacker Drive
Chicago, IL 60606
1954
|
|
Vice President and Controller
|
|
TermUntil August 2014
Length of
ServiceSince 2006
|
|
Senior Vice President (since 2013), formerly, Vice President of Nuveen Fund Advisors, LLC; Chief Financial Officer (since 2010) of Nuveen Commodities Asset Management, LLC; Senior Vice
President (2010-2011), formerly, Vice President (2005-2010) and Funds Controller of Nuveen Securities, LLC; Certified Public Accountant.
|
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209
|
S-23
|
|
|
|
|
|
|
|
|
Name, Business Address
and Year of Birth
|
|
Position(s) Held
with Trust
|
|
Term of
Office and
Length of
Time Served
with Trust
|
|
Principal Occupation(s)
During Past Five Years
|
|
Number of
Portfolios
in Fund
Complex
Overseen by
Officer
|
|
|
|
|
|
Scott S. Grace
333 West Wacker Drive
Chicago, IL 60606
1970
|
|
Vice President and Treasurer
|
|
TermUntil August 2014 Length of Service Since 2009
|
|
Managing Director and Treasurer (since 2009) of Nuveen Investments Advisers Inc., Nuveen Investments Holdings, Inc., Nuveen Fund Advisors, LLC, Nuveen Securities, LLC 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, LLC; 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.
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|
209
|
|
|
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|
|
Walter M. Kelly
333 West Wacker Drive
Chicago, IL 60606
1970
|
|
Vice President and Chief Compliance Officer
|
|
TermUntil August 2014 Length of Service Since 2006
|
|
Senior Vice President (since 2008) of Nuveen Investments Holdings, Inc.
|
|
209
|
|
|
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Tina M. Lazar
333 West Wacker Drive
Chicago, IL 60606
1961
|
|
Vice President
|
|
TermUntil August 2014
Length of
Service Since 2006
|
|
Senior Vice President of Nuveen Investments Holdings, Inc.
|
|
209
|
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Kevin J. McCarthy
333 West Wacker Drive
Chicago, IL 60606
1966
|
|
Vice President and Secretary
|
|
TermUntil August 2014 Length of Service Since 2007
|
|
Managing Director and Assistant Secretary (since 2008) of Nuveen Securities, LLC and Nuveen Investments, Inc.; Managing Director (since 2008), Assistant Secretary (since 2007) and Co-General
Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Managing Director (since 2008) and Assistant Secretary of Nuveen Investments
Holdings, Inc. and Nuveen Investments Advisers Inc.; Vice President (since 2007) and Assistant Secretary of NWQ Investment Management Company, LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and Winslow
Capital Management, LLC (since 2010); Vice President (since 2010) and Assistant Secretary of Nuveen Commodities Asset Management, LLC.
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209
|
S-24
|
|
|
|
|
|
|
|
|
Name, Business Address
and Year of Birth
|
|
Position(s) Held
with Trust
|
|
Term of
Office and
Length of
Time Served
with Trust
|
|
Principal Occupation(s)
During Past Five Years
|
|
Number of
Portfolios
in Fund
Complex
Overseen by
Officer
|
|
|
|
|
|
Kathleen L. Prudhomme
901 Marquette
Avenue
Minneapolis, MN 55402
1953
|
|
Vice President and Assistant Secretary
|
|
TermUntil August 2014 Length of Service Since 2011
|
|
Managing Director and Assistant Secretary of Nuveen Securities, LLC (since 2011); Managing Director, Assistant Secretary and
Co-General
Counsel (since
2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; formerly, Deputy General Counsel, FAF Advisors, Inc. (2004-2010).
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209
|
|
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Joel T. Slager
333 West Wacker Drive
Chicago, IL 60606
1978
|
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Vice President and Assistant Secretary
|
|
TermUntil August 2014 Length of ServiceSince August 2013
|
|
Fund Tax Director for Nuveen Funds (since May, 2013); previously, Vice President of Morgan Stanley Investment Management, Inc., Assistant Treasurer of the Morgan Stanley Funds (from 2010 to
2013); Tax Director at PricewaterhouseCoopers LLP (from 2008 to 2010).
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209
|
|
|
|
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|
Jeffery M. Wilson
333 West Wacker Drive
Chicago, IL 60606
1956
|
|
Vice President
|
|
TermUntil August 2014 Length of Service Since 2011
|
|
Senior Vice President of Nuveen Securities, LLC (since 2011); formerly, Senior Vice President of FAF Advisors, Inc. (2000-2010).
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106
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Board Leadership Structure and Risk Oversight
The Board of Directors or the Board of Trustees (as the case may be, each is referred to hereafter as the
Board
or
Board
of Trustees
and the directors or trustees of the Nuveen Funds, as applicable, are each referred to herein as
trustees
) oversees the operations and management of the Nuveen Funds, including the duties performed for the
Nuveen Funds by the Adviser. The Board has adopted a unitary board structure. A unitary board consists of one group of directors who serve on the board of the funds in the Nuveen Fund complex. All of the independent trustees/directors serve on the
Board of every fund in the Nuveen Fund complex; however, certain interested trustees serve only on the Boards of certain funds within the Nuveen Fund 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.
S-25
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 William J. Schneider to serve 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 six standing committees: the Executive Committee, the Dividend Committee, the Audit Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Nominating and Governance
Committee and the Open-End Funds 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 William J. Schneider, Chair, and Judith M. Stockdale. During the fiscal year ended September 30, 2013, the Executive Committee did not meet.
The Audit Committee assists the Board in the oversight and monitoring of the accounting and reporting policies, processes and practices of the
Nuveen Funds, and the audits of the financial statements of the Nuveen Funds; the quality and integrity of the financial statements of the Nuveen Funds; the Nuveen Funds compliance with legal and regulatory requirements relating to the Nuveen
Funds financial statements; the independent auditors qualifications, performance and independence; and the pricing procedures of the Nuveen Funds and the Advisers internal valuation group. It is the responsibility of the Audit
Committee to select, evaluate and replace any independent auditors (subject only to Board and, if applicable, shareholder ratification) and to determine their compensation. The Audit Committee is also responsible for, among other things, overseeing
the valuation of securities comprising the Nuveen Funds portfolios. Subject to the Boards general supervision of such actions, the Audit Committee addresses any valuation issues, oversees the Nuveen Funds pricing procedures and
actions taken by the Advisers internal valuation group which provides regular reports to the committee, reviews any issues relating to the valuation of the Nuveen Funds securities brought to its attention and considers the risks to the
Nuveen Funds in assessing the possible resolutions to these matters. The Audit Committee may also consider any financial risk exposures for the Nuveen Funds in conjunction with performing its functions.
To fulfill its oversight duties, the Audit Committee receives annual and semi-annual reports and has regular meetings with the external auditors for
the Nuveen Funds and the Advisers internal audit group. The Audit Committee also may review in a general manner the processes the Board or other Board committees have in place with respect to risk assessment and risk management as well as
compliance with legal and regulatory matters relating to the Nuveen Funds financial statements. The committee operates under a written charter adopted and approved by the Board. Members of the Audit Committee shall be independent (as set forth
in the charter) and free of any relationship that, in the opinion of the trustees, would interfere with their exercise of independent judgment as an Audit Committee member. The members of the Audit Committee are Robert P. Bremner, Jack B. Evans,
S-26
Chair, David J. Kundert, Carole E. Stone and Terence J. Toth, each of whom is an independent trustee of the Nuveen Funds. During the fiscal year ended September 30, 2013, 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, Inc. (
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 requirements for due diligence site visits to
sub-advisers
and service providers) and, if qualifying as an independent trustee candidate, independence from the Adviser, the
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, Jack B. Evans, William C. Hunter, David J. Kundert, John K. Nelson, William J. Schneider, Chair, Judith M. Stockdale, Carole E. Stone, Virginia L. Stringer and Terence J. Toth. During the
fiscal year ended September 30, 2013, 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, William C.
Hunter, Judith M. Stockdale and Terence J. Toth. During the fiscal year ended September 30, 2013, the Dividend Committee met four times.
S-27
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 William C. Hunter, John K. Nelson, Judith M. Stockdale, Chair, and Virginia L. Stringer. During the fiscal year ended September 30, 2013, the Compliance Committee met five times.
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, William J. Schneider, Judith M.
Stockdale, Virginia L. Stringer and Terence J. Toth, Chair. During the fiscal year ended September 30, 2013, the Open-End Funds Committee met four times.
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
S-28
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.
Robert P. Bremner
Mr. Bremner 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
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, a Director of Alliant Energy and Member and President
Pro Tem of the Board of Regents for the State of Iowa University System. Mr. Evans is Chairman of the Board of United Fire Group, sits on the Board of Source Media Group 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. Mr. Kundert recently retired as a Director of the Northwestern Mutual
S-29
Wealth Management Company (2006-2013). 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 is a Regent Emeritus and a Member of the Investment Committee of Luther
College. He is also a Member of the Board of Directors (Milwaukee), College Possible. He received his Bachelor of Arts degree from Luther College, and his Juris Doctor from Valparaiso University.
John K. Nelson
Mr. Nelson is currently
a senior external advisor to the financial services practice of Deloitte Consulting LLP. He currently serves as the Chairman of The Board of Trustees of Marian University, and is on the Board of Directors of Core12 LLC, a private firm which develops
branding, marketing, and communications strategies for clients. Mr. Nelson has served in several senior executive positions with ABN AMRO Holdings N.V. and its affiliated entities and predecessors, including LaSalle Bank Corporation from 1996
to 2008. From 2007 to 2008, Mr. Nelson was Chief Executive Officer of ABN AMRO N.V. North America, and Global Head of its Financial Markets Division. He was a member of the Foreign Exchange Committee of the Federal Reserve Bank of the United
States, and during his tenure with ABN AMRO, served as the banks representative on various committees of the Bank of Canada, European Central Bank, and the Bank of England. At Fordham University, he currently serves as a director of The Curran
Center for Catholic American Studies, and The Presidents Council. He is also a member of The Economic Club of Chicago and The Hyde Park Angels, and was formerly a Trustee at St. Edmund Preparatory School in New York City. Mr. Nelson
graduated and received his MBA from Fordham University.
William J. Schneider
Mr. Schneider, the Nuveen Funds Independent Chairman, is currently Chairman, formerly Senior Partner and Chief Operating Officer
(retired, December 2004) of Miller-Valentine Partners, a real estate investment company. He is an owner in several other Miller-Valentine Group entities. He is currently a member of the boards of WDPR Public radio station, of Mid-America Health
System and of Tech Town, Inc., a not-for-profit Dayton community development corporation. 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 was also a member of the Business Advisory Council for the University of Dayton College of Business. He also served
as Chair of the Miami Valley Hospital and as Chair of the Finance Committee of its parent holding company. Mr. Schneider was an independent Trustee of the Flagship Funds, a group of municipal
open-end
funds. Mr. Schneider has a Bachelor of Science in Community Planning from the University of Cincinnati and a Masters of Public Administration from the University of Dayton.
Judith M. Stockdale
Ms. Stockdale retired in 2012 as 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.
S-30
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 emeritus and former Chair 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 member 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
Managing Partner, Promus Capital (since 2008). From 2008 to 2013, he was a Director, Legal & General Investment Management America, Inc. 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 Board of Chicago Fellowship, Fulcrum IT Service LLC
(since 2010), Quality Control Corporation (since 2012) and LogicMark LLC (since 2012), 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.
Board Compensation
The following table shows, for each independent trustee, (1) the aggregate compensation paid by the Funds for the fiscal year ended
September 30, 2013, (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 September 30, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
6,066
|
|
|
$
|
|
|
|
$
|
351,969
|
|
Jack B. Evans
|
|
|
6,050
|
|
|
|
|
|
|
|
285,111
|
|
William C.
Hunter
|
|
|
6,046
|
|
|
|
|
|
|
|
249,850
|
|
David J. Kundert
|
|
|
6,052
|
|
|
|
|
|
|
|
297,479
|
|
John K.
Nelson
4
|
|
|
5
|
|
|
|
|
|
|
|
17,667
|
|
William J. Schneider
|
|
|
6,055
|
|
|
|
|
|
|
|
317,542
|
|
Judith M. Stockdale
|
|
|
6,051
|
|
|
|
|
|
|
|
284,771
|
|
Carole E.
Stone
|
|
|
6,051
|
|
|
|
|
|
|
|
278,761
|
|
Virginia L.
Stringer
|
|
|
6,048
|
|
|
|
|
|
|
|
257,350
|
|
Terence J. Toth
|
|
|
6,055
|
|
|
|
|
|
|
|
301,587
|
|
1
|
|
The compensation paid, including
deferred amounts, to the independent trustees for the fiscal year ended September 30, 2013 for services to the Funds.
|
S-31
2
|
|
Pursuant to a deferred compensation
agreement with the Funds, deferred amounts are treated as though an equivalent dollar amount has been invested in shares of one or more eligible Nuveen Funds. The amounts provided are the total deferred fees (including the return from the assumed
investment in the eligible Nuveen Funds) payable from the Funds.
|
3
|
|
Based on the compensation paid
(including any amounts deferred) to the trustees for the
one-year
period ended September 30, 2013 for services to the Nuveen Funds.
|
4
|
|
Mr. Nelson was appointed to the Board of Trustees of the Nuveen Funds effective September 1, 2013.
|
Effective January 1, 2012, independent trustees received a $130,000 annual retainer, which was increased to $140,000 as of January 1, 2013,
plus they received (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.
Effective January 1, 2014, independent trustees receive a $150,000 annual
retainer, plus they receive (a) a fee of $5,000 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
S-32
not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone at Dividend Committee meetings; (f) a fee of $500 per meeting for attendance in person or by
telephone at all other committee meetings ($1,000 for shareholder meetings) where
in-person
attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings
(excluding shareholder meetings) where
in-person
attendance is not required, and $100 per meeting when the Executive Committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in
attending such meetings, provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held; and (g) a fee of $2,500 per meeting for attendance in person or by telephone at
Open-End
Funds Committee meetings where
in-person
attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where
in-person
attendance is not required; provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held. In addition to the payments described above, the Chairman of
the Board receives $75,000, the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee and the
Open-End
Funds Committee receive $12,500
each and the chairperson of the Nominating and Governance Committee receives $5,000 as additional retainers. Independent trustees also receive a fee of $3,000 per day for site visits to entities that provide services to the Nuveen Funds on days on
which no Board meeting is held. When ad hoc committees are organized, the Nominating and Governance Committee will at the time of formation determine compensation to be paid to the members of such committee; however, in general, such fees will be
$1,000 per meeting for attendance in person or by telephone at ad hoc committee meetings where
in-person
attendance is required and $500 per meeting for attendance by telephone or in person at such meetings
where
in-person
attendance is not required. The annual retainer, fees and expenses are allocated among the Nuveen Funds on the basis of relative net assets, although management may, in its discretion,
establish a minimum amount to be allocated to each fund.
The Trust does not have a retirement or pension plan. The Trust has a
deferred compensation plan (the
Deferred Compensation Plan
) that permits any independent trustee to elect to defer receipt of all or a portion of his or her compensation as an independent trustee. The deferred compensation of a
participating trustee is credited to a book reserve account of the Trust when the compensation would otherwise have been paid to the trustee. The value of the trustees deferral account at any time is equal to the value that the account would
have had if contributions to the account had been invested and reinvested in shares of one or more of the eligible Nuveen Funds. At the time for commencing distributions from a trustees deferral account, the independent trustee may elect to
receive distributions in a lump sum or over a period of five years. The Trust will not be liable for any other funds obligations to make distributions under the Deferred Compensation Plan.
The Funds have no employees. The officers of the Trust serve without any compensation from the Funds.
Share Ownership
The information in the table below discloses the dollar ranges of (i) each trustees beneficial ownership in each Fund, and (ii) each
trustees aggregate beneficial ownership in all funds within the Nuveen Funds complex, including in each case the value of fund shares elected by the trustee in the trustees deferred compensation plan, based on the value of fund shares as
of September 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trustees
|
|
|
Bremner
|
|
Evans
|
|
Hunter
|
|
Kundert
|
|
Nelson
1
|
|
Schneider
|
|
Stockdale
|
|
Stone
|
|
Stringer
|
|
Toth
|
Aggregate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HoldingsFund Complex
|
|
Over
$100,000
|
|
Over
$100,000
|
|
Over
$100,000
|
|
Over
$100,000
|
|
$0
|
|
Over
$100,000
|
|
Over
$100,000
|
|
Over
$100,000
|
|
Over
$100,000
|
|
Over
$100,000
|
Nuveen Gresham Diversified Commodity Strategy Fund
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
S-33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trustees
|
|
|
Bremner
|
|
Evans
|
|
Hunter
|
|
Kundert
|
|
Nelson
|
|
Schneider
|
|
Stockdale
|
|
Stone
|
|
Stringer
|
|
Toth
|
Nuveen Gresham Long/Short Commodity Strategy Fund
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$10,001-$50,000
|
1
|
|
Mr. Nelson was appointed to the Board of Trustees of the Nuveen Funds effective September 1, 2013.
|
As of January 3, 2014, the officers and trustees of the Trust, in the aggregate, owned less than 1% of the shares of each of the Funds.
As of January 3, 2014, 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.
Sales Loads
Trustees of the Funds and certain other Fund affiliates may purchase the Funds Class I shares. See the Funds Prospectus for details.
SERVICE PROVIDERS
Investment Adviser
Nuveen Fund Advisors, located at 333 West Wacker Drive, Chicago, Illinois 60606,
serves as the investment adviser of each Fund, with responsibility for the overall management of each Fund. The Adviser is also responsible for managing the Funds business affairs and providing
day-to-day
administrative services to the Funds. The Adviser has selected its affiliates, Gresham, located at 257 Park Avenue South, 7
th
Floor, New York, New York 10010, and Nuveen Asset Management, located at 333 West Wacker Drive, Chicago, Illinois 60606, to
serve as
sub-advisers
to manage the investment portfolios of the Funds. For additional information regarding the management services performed by the Adviser and the
Sub-Advisers,
see Who Manages the Funds in the Prospectus.
The Adviser is an
affiliate of the Distributor, which is located at 333 West Wacker Drive, Chicago, Illinois 60606. The Distributor is the principal underwriter for the Nuveen Mutual Funds, and has served as
co-managing
underwriter for the shares of the Nuveen
Closed-End
Funds. The Adviser and the Distributor are subsidiaries of Nuveen Investments.
On November 13, 2007, Nuveen Investments was acquired by investors led by Madison Dearborn Partners, LLC, which is a private equity investment firm based in Chicago, Illinois.
For the management services and facilities furnished by the Adviser, each of the Funds has agreed to pay an annual management fee at a rate set
forth in the Prospectus under Who Manages the Funds. In addition, the Adviser has agreed to waive all or a portion of its management fee or reimburse certain expenses of the Funds. The Prospectus includes current fee waivers and expense
reimbursements for the Funds.
Each Funds management fee is divided into two componentsa complex-level fee based on the
aggregate amount of all eligible Nuveen Fund assets and a specific fund-level fee based only on the amount of assets within each individual Fund. This pricing structure enables Fund shareholders to benefit from growth in the assets within each
individual Fund as well as from growth in the amount of complex-wide assets managed by the Adviser. Under no circumstances will this pricing structure result in a Fund paying management fees at a rate higher than would otherwise have been applicable
had the complex-wide management fee structure not been implemented.
Each Fund has agreed to pay an annual fund-level management fee,
payable monthly, based upon the average daily net assets of each Fund as set forth in the Prospectus.
S-34
The annual complex-level management fee for each Fund, payable monthly, which is additive to the
fund-level fee, is based on the aggregate amount of total eligible assets managed for all Nuveen Funds as stated in the table below:
|
|
|
|
|
Complex-Level Asset
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 agreement by the Adviser as to certain funds to limit the amount of such assets for determining eligible assets in certain circumstances. As of
September 30, 2013, the complex-level fee rate was 0.1686%.
|
The following table sets 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Management Fees (Net
of Fee
Waivers and Expense
Reimbursements by the Adviser)
|
|
|
Amount of Fees Waived and
Expenses Reimbursed by the
Adviser
|
|
Fund
|
|
7/30/12-
9/30/12
|
|
|
10/1/12-
9/30/13
|
|
|
7/30/12-
9/30/12
|
|
|
10/1/12-
9/30/13
|
|
Nuveen Gresham Diversified Commodity
Strategy Fund
|
|
$
|
|
|
|
$
|
|
|
|
$
|
91,489
|
|
|
$
|
224,982
|
|
Nuveen Gresham Long/Short Commodity Strategy Fund
|
|
|
|
|
|
|
|
|
|
|
89,100
|
|
|
|
203,547
|
|
In addition to the Advisers management fee, each Fund also pays a portion of the Trusts general
administrative expenses allocated in proportion to the net assets of each Fund. All fees and expenses are accrued daily and deducted before payment of dividends to investors.
Sub-Advisers
The
Adviser has selected its affiliate, Gresham, to serve as
sub-adviser
with respect to the Funds commodity-linked investments. The Adviser pays Gresham a portfolio management fee out of the advisory fee
paid to the Adviser for its services to the Funds.
S-35
The Adviser has selected its affiliate, Nuveen Asset Management, to serve as
sub-adviser
with respect to the Funds fixed income investments. The Adviser pays Nuveen Asset Management a portfolio management fee out of the advisory fee paid to the Adviser for its services to the
Funds.
Portfolio Managers
The following individuals have primary responsibility for the
day-to-day
implementation of the investment strategies of the Funds:
|
|
|
Gresham
|
|
Nuveen Asset Management
|
Susan Wager
|
|
Douglas M. Baker, CFA
|
Randy Migdal
|
|
|
Compensation
Gresham.
As compensation for their responsibilities at Gresham, including responsibilities in connection with their roles as portfolio managers of the Funds, the portfolio managers each receive a base salary
and an annual discretionary bonus. The amount of each portfolio managers bonus is determined based on numerous quantitative and qualitative factors, including but not limited to: (i) the amount of Greshams total assets under
management; (ii) the performance of Greshams proprietary Tangible Asset Program
®
relative to the performance of
the Dow Jones-UBS Commodity Index; (iii) the portfolio managers individual contribution to Greshams investment activities, as well as to Greshams business development and marketing efforts; and (iv) the overall
profitability of Gresham and its affiliates. The portfolio managers also receive certain retirement, insurance and other benefits that are broadly available to all employees of Gresham.
Nuveen Asset Management.
Portfolio manager compensation consists primarily of base pay, an annual cash bonus and long-term incentive
payments.
Base pay
. Base pay is determined based upon an analysis of the portfolio managers general performance,
experience, and market levels of base pay for such position.
Annual cash bonus
. The portfolio manager is eligible for an annual
cash bonus based on investment performance, qualitative evaluation and financial performance of Nuveen Asset Management.
A portion of
each portfolio managers annual cash bonus is based on the Funds pre-tax 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 the portfolio managers cash bonus is the financial performance of Nuveen Asset Management based on its operating
earnings.
Long-term incentive compensation
. Certain key employees of Nuveen Investments and its affiliates, including certain
portfolio managers, have received equity interests in the parent company of Nuveen Investments. In addition, certain key employees of Nuveen Asset Management, including certain portfolio managers, have received profits interests in Nuveen Asset
Management which entitle their holders to participate in the firms growth over time.
There are generally no differences
between the methods used to determine compensation with respect to the Funds and the Other Accounts shown in the table below.
S-36
Other Accounts Managed
In addition to the Funds, as of September 30, 2013, the portfolio managers were 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
|
Susan Wager
|
|
Registered Investment Companies
|
|
|
1
|
|
|
$8.0 million
|
|
0
|
|
0
|
|
|
Other Pooled Investment Vehicles
|
|
|
4
|
|
|
566.0 million
|
|
0
|
|
0
|
|
|
Other Accounts
|
|
|
0
|
|
|
0
|
|
0
|
|
0
|
Randy Migdal
|
|
Registered Investment Companies
|
|
|
1
|
|
|
19.0 million
|
|
0
|
|
0
|
|
|
Other Pooled Investment Vehicles
|
|
|
8
|
|
|
3.0 billion
|
|
0
|
|
0
|
|
|
Other Accounts
|
|
|
9
|
|
|
2.7 billion
|
|
0
|
|
0
|
Douglas M. Baker
|
|
Registered Investment Companies
|
|
|
4
|
|
|
3.3 billion
|
|
0
|
|
0
|
|
|
Other Pooled Investment Vehicles
|
|
|
2
|
|
|
567.5 million
|
|
0
|
|
0
|
|
|
Other Accounts
|
|
|
17
|
|
|
157.7 million
|
|
0
|
|
0
|
Conflicts
of Interest
Gresham.
Gresham LLC manages both pooled investment vehicles and separate client accounts consisting of long-only
investments in futures, forward and other derivative contracts through two independent divisions. Accounts and funds that Gresham LLC manages through its Near Term Active division, which seeks to generate additional returns through rolling futures
contracts, pay only a management fee based on a percentage of net asset value. Accounts and funds that Gresham LLC manages through its Term Structure Monetization division, which employs more active, opportunistic trading to take advantage of
perceived anomalies along the term structure curve, pay both a management fee and a performance-based fee calculated on the outperformance of the relevant investment strategy versus an associated benchmark. There may be a conflict of interest
because of the incentive to favor those accounts and funds on which Gresham LLC earns performance-based fees over those on which it does not. The conflict is largely mitigated by the fact that the divisions responsible for the day-to-day trading
decisions related to accounts and funds that pay management fees only and those that also pay performance-based fees operate independently of each other. As each division is evaluated on the basis of the quality of its management of the accounts and
funds for which it is responsible, it is in each divisions interest to ensure fair treatment of its portfolios, irrespective of fee arrangements.
The transactions for client accounts managed pursuant to a particular strategy may be the same as, different than, or opposite to, trades for other strategies. Accordingly, the performance in some clients
accounts may be materially different than the performance in other clients accounts that employ different strategies. Moreover, Gresham LLC, its divisions, its affiliates, or principals may express views and/or effect transactions that are
inconsistent with, or contrary to, the trading strategies that it undertakes on behalf of one or more clients.
Dr. Henry Jarecki,
Chairman of Gresham LLC, frequently engages in the trading, on his own behalf and on behalf of entities he controls, of commodity futures contracts and other commodity interests. Dr. Jareckis commodity trading activities include the following:
investing in and trading alongside other participants in each of the Gresham LLCs strategies; seeding new Gresham LLC strategies; engaging in asset allocation trades subject to timing restrictions; and engaging in algorithmic or automated
program trades. Gresham LLCs internal policies and procedures, which generally prohibit employees from engaging in personal commodities transactions other than through Gresham LLC-managed portfolios, provide certain exceptions that permit Dr.
Jarecki to engage in such personal trading. While Dr. Jareckis trading activities are subject to controls designed to mitigate possible conflicts of interest (including both pre-clearance and post-trade reviews by Gresham LLCs Compliance
Department of Dr. Jareckis trades when a conflict of interest may exist, and a periodic review by an independent auditor), his trading activities could involve potential conflicts of interest in that Dr. Jareckis trades may be different
from, or opposite to, those of the Funds.
S-37
Nuveen Asset Management
. Actual or apparent conflicts of interest may arise when a portfolio
manager has
day-to-day
management responsibilities with respect to more than one account. More specifically, portfolio managers who manage multiple accounts are
presented a number of potential conflicts, including, among others, those discussed below.
The management of multiple accounts may
result in a portfolio manager devoting unequal time and attention to the management of each account. Nuveen Asset Management seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus
on a particular investment discipline. Most accounts managed by a portfolio manager in a particular investment strategy are managed using the same investment models.
If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one account, an account may not be able to take full advantage of that opportunity due to an allocation of
filled purchase or sale orders across all eligible accounts. To deal with these situations, Nuveen Asset Management has adopted procedures for allocating limited opportunities across multiple accounts.
With respect to many of its clients accounts, Nuveen Asset Management determines which broker to use to execute transaction orders, consistent
with its duty to seek best execution of the transaction. However, with respect to certain other accounts, Nuveen Asset Management may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a
particular broker. In these cases, Nuveen Asset Management may place separate,
non-simultaneous,
transactions for a Fund and other accounts which may temporarily affect the market price of the security or the
execution of the transaction, or both, to the detriment of the Fund or the other accounts.
Some clients are subject to different
regulations. As a consequence of this difference in regulatory requirements, some clients may not be permitted to engage in all the investment techniques or transactions or to engage in these transactions to the same extent as the other accounts
managed by the portfolio manager. Finally, the appearance of a conflict of interest may arise where Nuveen Asset Management has an incentive, such as a performance-based management fee, which relates to the management of some accounts, with respect
to which a portfolio manager has
day-to-day
management responsibilities.
Nuveen Asset Management
has adopted certain compliance procedures which are designed to address these types of conflicts common among investment managers. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
Beneficial Ownership of Securities
The following table indicates as of September 30, 2013 the value, within the indicated range, of shares beneficially owned by the portfolio managers
in the Funds. 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
Managed
|
|
Susan Wager
|
|
Nuveen Gresham Diversified Commodity Strategy Fund
|
|
|
A
|
|
|
|
Nuveen Gresham Long/Short Commodity Strategy Fund
|
|
|
A
|
|
Randy Migdal
|
|
Nuveen Gresham Diversified Commodity Strategy Fund
|
|
|
A
|
|
|
|
Nuveen Gresham Long/Short Commodity Strategy Fund
|
|
|
A
|
|
Douglas M. Baker
|
|
Nuveen Gresham Diversified Commodity Strategy Fund
|
|
|
C
|
|
|
|
Nuveen Gresham Long/Short Commodity Strategy Fund
|
|
|
A
|
|
S-38
Transfer Agent
The Funds transfer, shareholder services, and dividend paying agent is Boston Financial Data Services, Inc. (
BFDS
), 2000
Crown Colony Drive, Quincy, MA 02169.
Custodian
State Street Bank and Trust Company, 2 Avenue de Lafayette, Boston, MA 02111, acts as the custodian for the Fund (the
Custodian
).
The Custodian takes no part in determining the investment policies of the Fund or in deciding which securities are purchased or sold by the Fund. All of the instruments representing the investments of the Fund and all cash are held by the Custodian.
The Custodian delivers securities against payment upon sale and pays for securities against delivery upon purchase. The Custodian also remits Fund assets in payment of Fund expenses, pursuant to instructions of the Trusts officers or
resolutions of the Board of Trustees.
As compensation for its services as custodian, State Street Bank and Trust Company is paid
reasonable compensation as agreed upon from time to time. Sub-custodian fees with respect to the Fund are paid by State Street Bank and Trust Company out of its fees from the Fund. In addition, the Custodian is reimbursed for its
out-of-pocket
expenses incurred while providing services to the Fund. The Custodian continues to serve so long as its appointment is approved at least annually by the Board of
Trustees including a majority of the trustees who are not interested persons of the Trust, as that term is defined in the 1940
Act.
Distributor
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 December 15, 2006 (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.
CODES OF ETHICS
The Funds, the Adviser, the
Sub-Advisers
and the Distributor have adopted
codes of ethics pursuant to Rule
17j-1
under the 1940 Act and with respect to the Adviser and the
Sub-Advisers,
Rule 204A-1
under the Investment Advisers Acts of 1940, as amended, addressing personal securities transactions and other conduct by investment personnel and access persons who may have access to information about the Funds securities transactions. The
codes are intended to address potential conflicts of interest that can arise in connection with personal trading activities of such persons. Persons subject to the codes are generally permitted to engage in personal securities transactions,
including investing in securities eligible for investment by the Funds, subject to certain prohibitions, which may include prohibitions on investing in certain types of securities,
pre-clearance
requirements,
blackout periods, annual and quarterly reporting of personal securities holdings and limitations on personal trading of initial public offerings. Violations of the codes are subject to review by the Board of Trustees and could result in severe
penalties.
PROXY VOTING POLICIES
Each Fund has adopted a proxy voting policy that seeks to ensure that proxies for securities held by the Fund are voted consistently and solely in the best economic interests of the Fund.
A member of each Funds management team is responsible for oversight of the Funds proxy voting process. With regard to equity securities,
Nuveen Asset Management has engaged the services of Institutional Shareholder Services Inc. (
ISS
) to make recommendations on the voting of proxies
S-39
relating to securities held by the Funds and managed by Nuveen Asset Management. ISS provides voting recommendations based upon established guidelines and practices. Nuveen Asset Management
reviews and frequently follows ISS recommendations. However, on selected issues, Nuveen Asset Management may not vote in accordance with the ISS recommendations when it believes that specific ISS recommendations are not in the best economic interest
of the applicable Fund. If Nuveen Asset Management manages the assets of a company or its pension plan and any of Nuveen Asset Managements clients hold any securities of that company, Nuveen Asset Management will vote proxies relating to such
companys securities in accordance with the ISS recommendations to avoid any conflict of interest. Where a material conflict of interest has been identified by Nuveen Asset Management and ISS does not offer a recommendation on the matter,
Nuveen Asset Management shall disclose the conflict and Nuveen Asset Managements Proxy Voting Committee shall determine the manner in which to vote and notify the Funds Board of Trustees or its designated committee.
Although Nuveen Asset Management has affiliates that provide investment advisory, broker-dealer, insurance or other financial services, Nuveen Asset
Management does not receive non-public information about the business arrangements of such affiliates (except with regard to major distribution partners of its investment products) or the directors, officers and employees of such affiliates.
Therefore, Nuveen Asset Management is unable to consider such information when determining whether there are material conflicts of interests.
Nuveen Asset Management has adopted the ISS Proxy Voting Guidelines. While these guidelines are not intended to be all-inclusive, they do provide guidance on the Sub-Advisers general voting policies.
Although Gresham has discretion over client accounts, as of the date of this SAI, it does not exercise voting authority with
respect to client securities. Accordingly, Gresham does not maintain proxy voting policies and procedures.
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.
PORTFOLIO TRANSACTIONS
Gresham.
Gresham executes all trades on behalf of its clients through a Futures Commission Merchant (
FCM
). An FCM clears
all futures trades and holds all client funds deposited as margin in a segregated account. In the case of commingled investment vehicles managed by Gresham, including the Funds, Gresham selects the FCM. Gresham bases selection of an FCM on the
following criteria:
|
|
|
Size (the FCM must rank among the top 10 firms in segregated funds held);
|
|
|
|
Competitiveness of commissions charged; and
|
|
|
|
Efficiency of operations.
|
Gresham reserves the right to direct all trades to any FCM or floor broker it chooses or to an electronic trading platform for execution with
instructions to give up the transactions to the clients clearing broker. The clearing broker will then pay floor brokerage and additional administrative or give up fees to the executing FCM, floor broker or electronic
trading platform from the clients account. Greshams choice of executing FCMs, floor brokers and electronic trading platforms is based on its assessments as to the quality and cost of executions.
Gresham has no formal or informal arrangements or commitments to utilize research, research-related products or any other services obtained from
FCMs, executing floor brokers, foreign exchange counterparties, or third parties, on a soft dollar commission basis. Gresham typically aggregates trades for clients pursuing a common implementation strategy whenever possible, consistent with our
duty to seek best execution. In such cases, participating clients will receive an average trade price, and a
pro-rata
allocation of the contracts bought or sold as well as the associated transaction costs. In
the event of a partial fill of a batched order, we will allocate the traded contracts
pro-rata,
at the average price.
S-40
Nuveen Asset Management.
Nuveen Asset Management is responsible for decisions to buy and sell
securities in the Funds collateral accounts, the negotiation of the prices to be paid or received for principal trades, and the allocation of its transactions among various dealer firms. Portfolio securities will normally be purchased directly
from an underwriter in a new issue offering or in the
over-the-counter
secondary market from the principal dealers in such securities, unless it appears that a better
price or execution may be obtained elsewhere. Portfolio securities will not be purchased from Nuveen or its affiliates except in compliance with the 1940 Act.
The Funds expect that substantially all portfolio transactions will be effected on a principal (as opposed to an agency) basis and, accordingly, do not expect to pay significant amounts of brokerage commissions.
Brokerage will not be allocated based on the sale of a Funds shares. Purchases from underwriters will include a commission or concession paid by the issuer to the underwriter, and purchases from dealers will include the spread between the bid
and asked price. It is the policy of Nuveen Asset Management to seek the best execution under the circumstances of each trade. Nuveen Asset Management evaluates price as the primary consideration, with the financial condition, reputation and
responsiveness of the dealer considered secondarily in determining best execution. Given the best execution obtainable, it may be Nuveen Asset Managements practice to select dealers that, in addition, furnish research information (primarily
credit analyses of issuers and general economic reports) and statistical and other services to Nuveen Asset Management. It is not possible to place a dollar value on information and statistical and other services received from dealers. Since it is
only supplementary to Nuveen Asset Managements own research efforts, the receipt of research information is not expected to reduce significantly Nuveen Asset Managements expenses. For certain secondary market transactions where the
execution capability of two brokers is judged to be of substantially similar quality, Nuveen Asset Management may randomly select one of them. While Nuveen Asset Management will be primarily responsible for the placement of the portfolio
transactions of the Funds, the policies and practices of Nuveen Asset Management in this regard must be consistent with the foregoing and will, at all times, be subject to review by the Board of Trustees.
Nuveen Asset Management may manage other investment companies and investment accounts for other clients that have investment objectives similar to
the Funds. Subject to applicable laws and regulations, Nuveen Asset Management seeks to allocate portfolio transactions equitably whenever concurrent decisions are made to purchase or sell securities by a Fund and another advisory account. In making
such allocations the main factors to be considered will be the respective investment objectives, the relative size of the portfolio holdings of the same or comparable securities, the availability of cash for investment or need to raise cash, and the
size of investment commitments generally held. While this procedure could have a detrimental effect on the price or amount of the securities (or in the case of dispositions, the demand for securities) available to the Funds from time to time, it is
the opinion of the Board of Trustees that the benefits available from the Nuveen Asset Management organization will outweigh any disadvantage that may arise from exposure to simultaneous transactions.
The following table sets forth the aggregate amount of brokerage commissions paid by the Funds for the specified periods:
|
|
|
|
|
|
|
|
|
|
|
Aggregate Amount of
Brokerage Commissions
|
|
Fund
|
|
7/30/12-
9/30/12
|
|
|
10/1/12-
9/30/13
|
|
Nuveen Gresham Diversified Commodity Strategy Fund
|
|
$
|
|
|
|
$
|
6,616
|
|
Nuveen Gresham Long/Short Commodity Strategy Fund
|
|
|
|
|
|
|
16,159
|
|
During the fiscal year ended September 30, 2013, the Funds did not pay commissions to brokers in return for
research services.
The Funds have acquired during the fiscal year ended September 30, 2013 the securities of their regular brokers
or dealers as defined in Rule 10b-1 under the 1940 Act or of the parents of the
S-41
brokers or dealers. The following table sets forth those brokers or dealers and states the value of the Funds aggregate holdings of the securities of each issuer as of close of the fiscal
year ended September 30, 2013:
|
|
|
|
|
|
|
|
|
Fund
|
|
Broker/Dealer
|
|
Issuer
|
|
Aggregate Fund
Holdings of
Broker/Dealer
or Parent
(as of
September 30, 2013)
|
|
Nuveen Gresham Diversified Commodity Strategy Fund
|
|
State Street
Bank & Trust
|
|
Fixed Income Clearing Corporation,
Repurchase
Agreement
|
|
$
|
389,615
|
|
|
|
State Street
Bank & Trust
|
|
State Street Bank,
Repurchase
Agreement
|
|
|
1,269,166
|
|
Nuveen Gresham Long/Short Commodity Strategy Fund
|
|
State Street
Bank & Trust
|
|
Fixed Income Clearing Corporation,
Repurchase Agreement
|
|
|
157,266
|
|
|
|
State Street
Bank & Trust
|
|
State Street Bank,
Repurchase Agreement
|
|
|
734,715
|
|
Under the 1940 Act, a Fund may not purchase portfolio securities from any underwriting syndicate of which the
Distributor is a member except under certain limited conditions set forth in Rule
10f-3.
The Rule sets forth requirements relating to, among other things, the terms of a security purchased by a Fund, the
amount of securities that may be purchased in any one issue and the assets of a Fund that may be invested in a particular issue. In addition, purchases of securities made pursuant to the terms of the Rule must be approved at least quarterly by the
Board of Trustees, including a majority of the independent trustees.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Nuveen Mutual Funds have adopted a portfolio holdings disclosure policy which governs the dissemination of the Funds portfolio holdings.
In accordance with this policy, the Funds may provide portfolio holdings information to third parties no earlier than the time a report is filed with the SEC that is required to contain such information or one day after the information is posted on
the Funds publicly accessible website, www.nuveen.com. A complete list of portfolio holdings information is generally made available on the Funds website ten business days after the end of the month. Additionally, the Funds publish on
the website a list of 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 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
S-42
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
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.
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
S-43
Nuveen Asset Management, LLC
Nuveen Fund Advisors, LLC
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
NET ASSET VALUE
Each
Funds net asset value is determined as set forth in the Prospectus under General InformationNet Asset Value.
SHARES OF BENEFICIAL INTEREST
The Board of Trustees of the Trust is authorized to issue an unlimited number of shares in one or more
series, which may be divided into classes of shares. Currently, there are four series authorized and outstanding, each of which may be generally divided into different classes of shares designated as Class A shares, Class C shares, Class R3 shares
and Class I shares. Each class of shares represents an interest in the same portfolio of investments of a Fund. Each class of shares has equal rights as to voting, redemption, dividends and liquidation, except that each bears different class
expenses, including different distribution and service fees, and each has exclusive voting rights with respect to any distribution or service plan applicable to its shares. There are no conversion, preemptive or other subscription rights. The Board
of Trustees of the Trust has the right to establish additional series and classes of shares in the future, to change those series or classes and to determine the preferences, voting powers, rights and privileges thereof.
The Trust is not required and does not intend to hold annual meetings of shareholders. Shareholders owning more than 10% of the outstanding shares
of a Fund have the right to call a special meeting to remove trustees or for any other purpose.
Under Massachusetts law applicable to
Massachusetts business trusts, shareholders of such a trust may, under certain circumstances, be held personally liable as partners for its obligations. However, the Declaration of Trust of the Trust contains an express disclaimer of shareholder
liability for acts or obligations of the Trust and requires that notice of this disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the trustees. The Trusts Declaration of Trust further
provides for indemnification out of the assets and property of the Trust for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances
S-44
in which both inadequate insurance existed and the Trust or a Fund itself was unable to meet its obligations. The Trust believes the likelihood of the occurrence of these circumstances is remote.
As of January 3, 2014, Nuveen Investments owned approximately 48% of Nuveen Gresham Long/Short Commodity Strategy Fund and,
accordingly, has controlled the Fund. A party that controls a Fund may be able to significantly influence the outcome of any item presented to shareholders for approval.
The following table sets forth the percentage ownership of each person, who, as of January 3, 2014, 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 Gresham Diversified Commodity Strategy Fund
Class A Shares
|
|
Charles Schwab & Co Inc
Special Custody A/C FBO Customers
Attn Mutual Funds
211 Main St
San Francisco CA 94105-1905
|
|
|
70.82%
|
|
|
|
|
|
|
National Financial Services LLC
For the
Exclusive Benefit of our
Customers
Attn Mutual Fund Dept
4th Floor
499 Washington Blvd
Jersey City NJ
07310-2010
|
|
|
6.45%
|
|
|
|
|
Nuveen Gresham Diversified Commodity Strategy Fund
Class C Shares
|
|
Pershing LLC
1 Pershing Plz
Jersey City NJ 07399-0001
|
|
|
74.46%
|
|
|
|
|
|
|
Nuveen Investments Inc
Attn Darlene
Cramer
333 W Wacker Dr
Chicago IL
60606-1220
|
|
|
22.19%
|
|
|
|
|
Nuveen Gresham Diversified Commodity
Strategy Fund
Class I Shares
|
|
Attn MF Admin
C/O Mellon Bank
SEI Private Trust Company
1 Freedom Valley Drive
Oaks PA 19456-9989
|
|
|
52.54%
|
|
|
|
|
|
|
Nuveen Investments Inc
Attn Darlene
Cramer
333 W Wacker Dr
Chicago IL
60606-1220
|
|
|
19.37%
|
|
|
|
|
|
|
George H McLaughlin Ttee
The Gimi & Jef
2012 Family Trust
67 Irving Pl Fl 12
New York NY
10003-2251
|
|
|
13.45%
|
|
|
|
|
|
|
Dingle & Co
PO Box 75000
Detroit MI 48275-0001
|
|
|
12.67%
|
|
S-45
|
|
|
|
|
|
|
Name of Fund and Class
|
|
Name and Address of Owner
|
|
Percentage
of
Ownership
|
|
|
|
|
Nuveen Gresham Long/Short Commodity Strategy Fund
Class A Shares
|
|
Charles Schwab & Co Inc
Special Custody A/C FBO Customers
Attn Mutual Funds
211 Main St
San Francisco CA 94105-1905
|
|
|
86.28%
|
|
|
|
|
|
|
Edward D Jones & Co
For the Benefit of
Customers
12555 Manchester Rd
Saint Louis MO
63131-3729
|
|
|
9.60%
|
|
|
|
|
Nuveen Gresham Long/Short Commodity Strategy Fund
Class C Shares
|
|
Nuveen Investments Inc
Attn Darlene Cramer
333 W Wacker Dr
Chicago IL 60606-1220
|
|
|
88.42%
|
|
|
|
|
|
|
Stifel Nicolaus & Co Inc
Sam Q Ritchie II
IRA R/O
501 N Broadway Fl 8
Saint Louis MO
63102-2188
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11.58%
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Nuveen Gresham Long/Short Commodity Strategy Fund
Class I Shares
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Nuveen Investments Inc
Attn Darlene Cramer
333 W Wacker Dr
Chicago IL 60606-1220
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57.56%
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|
|
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George H McLaughlin Ttee
The Gimi & Jef
2012 Family Trust
67 Irving Pl Fl 12
New York NY
10003-2251
|
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39.52%
|
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TAX MATTERS
Federal Income Tax Matters
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, or if you are investing through a
tax-deferred account, such as an IRA or 401(k) plan. 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.
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Fund Status
Each Fund intends to qualify as a regulated investment company (
RIC
) under the federal tax laws. If a Fund qualifies as a RIC and distributes its income as required by the tax law,
the Fund generally will not pay federal income taxes. If a Fund fails for any taxable year to qualify as a regulated investment company for federal income tax purposes, the Fund itself will generally be subject to federal income taxation (which will
reduce the amount of Fund income available for distribution) and your tax consequences will be different from those described in this section (for example, all distributions to you will generally be taxed as ordinary income, even if those
distributions are derived from capital gains realized by a Fund).
Qualification as a Regulated Investment Company
As a RIC, 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 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 a qualified publicly traded partnership (as such term is defined in the Code). Each Fund must also satisfy an asset diversification test in order to qualify as a RIC. Under this test, at the close of each quarter of a Funds
taxable year, (1) 50% or more of the value of the Funds assets must be represented by cash 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 10% of the outstanding voting securities of such issuer and (2) not more than 25% of the
value of the Funds assets may be invested in securities of (a) any one issuer (other than U.S. government securities or securities of other RICs), or of two or more issuers which the Fund controls and which are engaged in the same,
similar or related trades or businesses or (b) in the securities of one or more qualified publicly traded partnerships (as such term is defined in the Code). There are certain exceptions for failure to qualify if the failure is for
reasonable cause or is
de minimis
and certain corrective action is taken and certain tax payments are made by the Fund.
Distributions
Fund distributions are generally taxable. After the end of each year, you will receive a tax statement that
separates a Funds distributions into three categories, ordinary income distributions, capital gains dividends and returns of capital. 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 your Fund may also be subject to a new 3.8 percent Medicare tax imposed for taxable years
S-47
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.
Dividends Received Deduction
A corporation that owns shares generally will not be entitled to the dividends received deduction with respect to many dividends received from the
Funds, because the dividends received deduction is generally not available for distributions from regulated investment companies. However, certain ordinary income dividends on shares that are attributable to qualifying dividends received by a Fund
from certain corporations may be reported by the Fund as being eligible for the dividends received deduction.
If You Sell
or Redeem Shares
If you sell or redeem your shares, you will generally recognize a taxable gain or loss. To determine the amount of
this gain or loss, you must subtract your tax basis in your shares from the amount you receive in the transaction. Your tax basis in your shares is generally equal to the cost of your shares, generally including sales charges. In some cases,
however, you may have to adjust your tax basis after you purchase your shares.
Taxation of Capital Gains and Losses
If you are an individual, the maximum marginal stated federal tax rate for net capital gains is generally 20% for taxpayers in
the 39.6% tax bracket, 15% for taxpayers in the 25%, 28%, 33% and 35% tax brackets and 0% for taxpayers in the 10% and 15% tax brackets. Capital gains may also be subject to the Medicare tax described above.
Net capital gains equals net long-term capital gain minus net short-term capital loss for the taxable year. Capital gain or loss is long-term if the
holding period for the asset is more than one year and is short-term if the holding period for the asset is one year or less. You must exclude the date you purchase your shares to determine your holding period. However, if you receive a capital gain
dividend from your Fund and sell your share at a loss after holding it for six months or less, the loss will be recharacterized as long-term capital loss to the extent of the capital gain dividend received. The tax rates for capital gains realized
from assets held for one year or less are generally the same as for ordinary income. The Code treats certain capital gains as ordinary income in special situations.
Exchanges
If you exchange shares of your Fund for shares of another
Nuveen Mutual Fund, the exchange would generally be considered a sale for federal income tax purposes.
Investment in the
Subsidiaries
Each Funds ability to make direct and indirect investments in commodities and certain related investments is
limited by the Funds intention to qualify as a RIC under the Code. If a Fund does not appropriately limit such investments or if such investments are recharacterized for U.S. tax purposes, the Funds status as a RIC may be jeopardized.
Each Funds investment in its Subsidiary is intended to provide additional exposure to commodities while allowing the Fund to satisfy the requirements applicable to RICs. In the past, the IRS had issued private letter rulings to RICs to the
effect that income deemed to be received from their wholly-owned subsidiaries meets the requirements of RIC qualification without regard to whether it is currently paid to the parent mutual fund in the form of a cash dividend
(repatriated). In 2011, the IRS suspended the issuance of such rulings while it considers the release of published guidance on the issue. It is unclear whether such guidance will be favorable to RICs or would eliminate the need for newly
organized funds to seek their own rulings. The Funds have not received a private letter ruling. In the absence of a private letter ruling or guidance to the same or similar effect, the Funds will rely upon an opinion of counsel to the effect that,
consistent with Section 851(b) of the Code, income received from a controlled foreign corporation (
CFC
) by a RIC will be considered qualifying income if it is distributed from the CFC in the year earned, and the Subsidiaries will
be operated consistent with this statutory provision. However, if a Fund were to fail to qualify as a RIC in any taxable year, and were ineligible to or otherwise did not cure such failure, the Fund would be subject to tax on its taxable income at
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corporate rates, and all distributions from earnings and profits, including any distributions of net long-term capital gains, would generally be taxable to shareholders as dividend income. If the
Subsidiaries do not make the distributions, or do not make the distributions in the year earned, the Funds may still be required to recognize the Subsidiaries commodities income for the purposes of calculating the Funds own taxable
income. It is anticipated that for federal income tax purposes, income and capital gain earned by the Subsidiaries and distributed to the Funds and their shareholders will be considered a distribution of net investment income generally taxable to
shareholders as ordinary income. Net losses earned by the Subsidiaries may not be netted with income or gain earned within the Funds and may not be carried forward for use in future years.
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 the 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. Some individuals may also be subject to
further limitations on the amount of their itemized deductions, depending on their income.
Non-U.S. Tax Credit
If your Fund invests in any non-U.S. securities, the tax statement that you receive may include an item showing non-U.S. taxes your
Fund paid to other countries. In this case, dividends taxed to you will include your share of the taxes your Fund paid to other countries. You may be able to deduct or receive a tax credit for your share of these taxes.
Investments in Certain Non-U.S. Corporations
If a Fund holds an equity interest in any passive foreign investment companies (
PFICs
), which are generally certain foreign corporations that receive at least 75% of their annual
gross income from passive sources (such as interest, dividends, certain rents and royalties or capital gains) or that hold at least 50% of their assets in investments producing such passive income, the Fund could be subject to U.S. federal income
tax and additional interest charges on gains and certain distributions with respect to those equity interests, even if all the income or gain is timely distributed to its shareholders. The Fund will not be able to pass through to its shareholders
any credit or deduction for such taxes. The Fund may be able to make an election that could ameliorate these adverse tax consequences. In this case, the Fund would recognize as ordinary income any increase in the value of such PFIC shares, and as
ordinary loss any decrease in such value to the extent it did not exceed prior increases included in income. Under this election, the Fund might be required to recognize in a year income in excess of its distributions from PFICs and its proceeds
from dispositions of PFIC stock during that year, and such income would nevertheless be subject to the distribution requirement and would be taken into account for purposes of the 4% excise tax. Dividends paid by PFICs are not treated as qualified
dividend income.
Non-U.S. Investors
If you are a non-U.S. investor (i.e., an investor other than a U.S. citizen or resident or a U.S. corporation, partnership, estate or trust), you should be aware that, generally, subject to applicable tax treaties,
distributions from the Fund will be characterized as dividends for federal income tax purposes (other than dividends which the Fund properly reports as capital gain dividends) and will be subject to U.S. income taxes, including withholding taxes,
subject to certain exceptions described below. However, distributions received by a non-U.S. investor from a Fund that are properly reported by the Fund as capital gain dividends may not be subject to U.S. federal income taxes, including withholding
taxes, provided that the Fund makes certain elections and certain other conditions are met. In the case of dividends with respect to taxable years of the Fund beginning prior to 2014, distributions from the Fund that are properly reported by the
Fund as an interest-related dividend attributable to certain interest income received by the Fund or as a short-term capital gain dividend attributable to certain net short-term capital gain income received by the Fund may not be subject to U.S.
federal income taxes, including withholding taxes when received by certain foreign investors, provided that the Fund makes certain elections and certain other conditions are met. In addition,
S-49
distributions in respect of shares after June 30, 2014 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 are not resident in a jurisdiction that has entered into such an agreement with the U.S. Treasury 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, 2016.
Capital Loss Carry-Forward
When a Fund has a capital loss
carry-forward, it does not make capital gains distributions until the loss has been offset or expired. As of September 30, 2013, the Funds did not have any capital loss carry-forwards available for federal income tax purposes.
The foregoing relates only to federal income taxation and is a general summary of the federal tax law in effect as of the date of this SAI.
PURCHASE AND REDEMPTION OF FUND SHARES
As described in the Prospectus, the Funds provide you with alternative ways of purchasing Fund shares based upon your individual investment needs and preferences.
Each class of shares of a Fund represents an interest in the same portfolio of investments. Each class of shares is identical in all respects except
that each class bears its own class expenses, including distribution and administration expenses, and each class has exclusive voting rights with respect to any distribution or service plan applicable to its shares. As a result of the differences in
the expenses borne by each class of shares, net income per share, dividends per share and net asset value per share will vary among a Funds classes of shares. There are no conversion, preemptive or other subscription rights.
Shareholders of each class will share expenses proportionately for services that are received equally by all shareholders. A particular class of
shares will bear only those expenses that are directly attributable to that class, where the type or amount of services received by a class varies from one class to another. For example, class-specific expenses generally will include distribution
and service fees for those classes that pay such fees.
The expenses to be borne by specific classes of shares may include
(i) transfer agency fees attributable to a specific class of shares, (ii) printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxy statements to current shareholders
of a specific class of shares, (iii) SEC and state securities registration fees incurred by a specific class of shares, (iv) the expense of administrative personnel and services required to support the shareholders of a specific class of
shares, (v) litigation or other legal expenses relating to a specific class of shares, (vi) trustees fees or expenses incurred as a result of issues relating to a specific class of shares, (vii) accounting expenses relating to a
specific class of shares and (viii) any additional incremental expenses subsequently identified and determined to be properly allocated to one or more classes of shares.
Class A Shares
Class A shares may be purchased at a
public offering price equal to the applicable net asset value per share plus an
up-front
sales charge imposed at the time of purchase as set forth in the Prospectus. Shareholders may qualify for a reduced
sales charge, or the sales charge may be waived in its entirety, as described below. Class A shares are also subject to an annual service fee of 0.25%. See Distribution and Service Plan. Set forth below is an example of the method
of computing the offering price of the Class A shares of a Fund. The example assumes a purchase on September 30, 2013 of Class A shares of Nuveen Gresham Diversified Commodity Strategy Fund aggregating less than $50,000 subject to the
schedule of sales charges set forth in the Prospectus at a price based upon the net asset value of the Class A shares.
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Net asset value per share
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$
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17.91
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Per share sales charge5.75% of public offering price (6.09% of net asset value per share)
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1.09
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Per share offering price to the public
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$
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19.00
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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 Prospectus to financial intermediaries.
Reduction or Elimination of
Up-Front
Sales Charge on Class A Shares
Rights of Accumulation.
You may qualify for a reduced sales charge on a purchase of Class A shares of a Fund if the amount of your
purchase, when added to the value that day of all of your shares of any Nuveen Mutual Fund, falls within the amounts stated in the Class A Sales Charges and Commissions table in How You Can Buy and Sell Shares in the Prospectus. You
or your financial advisor must notify the Distributor or the Funds transfer agent of any cumulative discount whenever you plan to purchase Class A shares of a Fund that you wish to qualify for a reduced sales charge.
Letter of Intent.
You may qualify for a reduced sales charge on a purchase of Class A shares of a Fund if you plan to purchase
Class A shares of Nuveen Mutual Funds over the next 13 months and the total amount of your purchases would, if purchased at one time, qualify you for one of the reduced sales charges shown in the Class A Sales Charges and Commissions table
in How You Can Buy and Sell Shares in the Prospectus. In order to take advantage of this option, you must complete the 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).
S-51
Elimination of Sales Charge on Class A Shares.
Class A shares of a Fund may be
purchased at net asset value without a sales charge by the following categories of investors:
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investors purchasing $1,000,000 or more;
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current and former trustees/directors of the Nuveen Funds;
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full-time and retired employees 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);
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any person who, for at least the last 90 days, has been an officer, director or employee of any financial intermediary, or their immediate family members;
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bank or broker-affiliated trust departments investing funds over which they exercise exclusive discretionary investment authority and that are held in a
fiduciary, agency, advisory, custodial or similar capacity;
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investors purchasing on a periodic fee, asset-based fee or no transaction fee basis through a broker-dealer sponsored mutual fund purchase program;
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clients of investment advisers, financial planners or other financial intermediaries that charge periodic or asset-based fees for their services;
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employer-sponsored retirement plans except SEPs,
SAR-SEPs,
SIMPLE IRAs and KEOGH plans; and
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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.
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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.
Class C Shares
You may purchase Class C shares at a public offering price equal to the applicable net asset value per share without any
up-front
sales charge. Class C shares are subject to an annual distribution fee of 0.75% to compensate the Distributor for paying your financial advisor or other financial intermediary an ongoing sales commission.
Class C shares are also subject to an annual service fee of 0.25% to compensate financial intermediaries for providing you with ongoing financial advice and other account services. The Distributor compensates financial intermediaries for sales of
Class C shares at the time of the sale at a rate of 1.00% of the amount of Class C shares purchased, which represents an advance of the first years distribution fee of 0.75% plus an advance on the first years annual service fee of 0.25%.
See Distribution and Service Plan.
Class C share purchase orders equaling or exceeding $1,000,000 will not be accepted. In
addition, purchase orders for a single purchaser that, when added to the value that day of all of such purchasers shares of any class of any Nuveen Mutual Fund, cause the purchasers cumulative total of shares in Nuveen Mutual Funds to
equal or exceed the aforementioned limit will not be accepted. Purchase orders for a single purchaser equal to or exceeding the foregoing limit should be placed only for Class A shares, unless such purchase has been reviewed and approved as
suitable for the client by the appropriate compliance personnel of the financial intermediary, and the Fund receives written confirmation of such approval.
S-52
Redemption of Class C shares within 12 months of purchase may be subject to a contingent deferred
sales charge (
CDSC
) of 1.00% of the lower of the purchase price or redemption proceeds. Because Class C shares do not convert to Class A shares and continue to pay an annual distribution fee indefinitely, Class C shares
should normally not be purchased by an investor who expects to hold shares for significantly longer than eight years.
Reduction or Elimination of Contingent Deferred Sales Charge
Class A shares are normally redeemed at net asset value, without any CDSC. However, in the case of Class A shares purchased at net asset
value without a sales charge because the purchase amount exceeded $1 million, a CDSC is imposed on any redemption within 12 months of purchase. Class C shares are redeemed at net asset value, without any CDSC, except that a CDSC of 1% is imposed
upon any redemption within 12 months of purchase (except in cases where a shareholder is eligible for a waiver).
In determining whether
a CDSC is payable, each Fund will first redeem shares not subject to any charge and then will redeem shares held for the longest period, unless the shareholder specifies another order. No CDSC is charged on shares purchased as a result of automatic
reinvestment of dividends or capital gains paid. In addition, no CDSC will be charged on exchanges of shares into another Nuveen Mutual Fund. The holding period is calculated on a monthly basis and begins on the first day of the month in which the
purchase was made. The CDSC is assessed on an amount equal to the lower of the then current market value or the cost of the shares being redeemed. Accordingly, no sales charge is imposed on increases of net asset value above the initial purchase
price. The Distributor receives the amount of any CDSC shareholders pay.
The CDSC may be waived or reduced under the following
circumstances: (i) in the event of total disability (as evidenced by a determination by the federal Social Security Administration) of the shareholder (including a registered joint owner) occurring after the purchase of the shares being
redeemed; (ii) in the event of the death of the shareholder (including a registered joint owner); (iii) for redemptions made pursuant to a systematic withdrawal plan, up to 1% monthly, 3% quarterly, 6% semiannually or 12% annually of an
accounts net asset value depending on the frequency of the plan as designated by the shareholder; (iv) redemptions in connection with a payment of account or plan fees; (v) 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; (vi) 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; (vii) 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; (viii) redemptions of Class A or Class C shares if the proceeds are transferred to an account managed by the Adviser and the Adviser refunds the advanced service and distribution fees to the Distributor; (ix) 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 (x) redemptions of Class A shares where the Distributor did not pay a sales commission
when such shares were purchased. If a Fund waives or reduces the CDSC, such waiver or reduction would be uniformly applied to all Fund shares in the particular category. In waiving or reducing a CDSC, the Funds will comply with the requirements of
Rule
22d-1
under the 1940 Act.
In addition, the CDSC will be waived in
connection with the following redemptions of shares held by an employer-sponsored qualified defined contribution retirement plan: (i) partial or complete redemptions in connection with a distribution without penalty under Section 72(t) of
the Code from a retirement plan: (a) upon attaining age 59
1
/
2
, (b) as part of a series of substantially equal periodic payments, or (c) upon separation from service and attaining age
55; (ii) partial or complete redemptions in connection with a qualifying loan or hardship withdrawal; (iii) complete redemptions in connection with termination of employment, plan termination or transfer to another employers plan or
IRA; and (iv) redemptions resulting from the return of an excess contribution. The CDSC will also be waived in connection with the following redemptions of shares held in an IRA account: (i) for redemptions made pursuant to an IRA
systematic withdrawal based on the shareholders life expectancy including, but not limited to, substantially equal periodic payments described in Code
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Section 72(t)(A)(iv) prior to age 59
1
/
2
; and (ii) for redemptions to satisfy required minimum distributions after age 70
1
/
2
from
an IRA account (with the maximum amount subject to this waiver being based only upon the shareholders Nuveen IRA accounts).
Class I Shares
Class I shares are available for 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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employer-sponsored retirement plans, except SEPs,
SAR-SEPs,
SIMPLE IRAs and KEOGH plans;
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bank or broker-affiliated trust departments investing funds over which they exercise exclusive discretionary investment authority and that are held in a
fiduciary, agency, advisory, custodial or similar capacity;
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|
advisory accounts of Nuveen Fund Advisors and its affiliates, including other Nuveen Mutual Funds whose investment policies permit investments in other
investment companies;
|
|
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|
any registered investment company that is not affiliated with the Nuveen Funds and which invests in securities of other investment companies;
|
|
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|
any plan organized under section 529 under the Code (i.e., a 529 plan);
|
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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, including any corporation, partnership, sole
proprietorship or other business organization that is wholly owned by one or more of such persons; 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.
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,
S-54
consequently, holders of Class I shares may not receive the same types or levels of services from financial intermediaries. In choosing between Class A shares and Class I shares, you should
weigh the benefits of the services to be provided by financial intermediaries against the annual service fee imposed upon the Class
A shares.
Shareholder Programs
Exchange Privilege
You may exchange 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 exchanges by checking the applicable box on the Application Form or by calling Nuveen Investor Services toll-free at
(800) 257-8787
to obtain an authorization form. Each Fund reserves the right to revise or suspend the exchange privilege, limit the amount or number of exchanges, or reject any exchange. Shareholders will
be provided with at least 60 days notice of any material revision to or termination of the exchange privilege.
The exchange
privilege is not intended to permit a Fund to be used as a vehicle for short-term trading. Excessive exchange activity may interfere with portfolio management, raise expenses and otherwise have an adverse effect on all shareholders. In order to
limit excessive exchange activity and in other circumstances where Fund management believes doing so would be in the best interest of the Fund, each Fund reserves the right to revise or terminate the exchange privilege, or limit the amount or number
of exchanges or reject any exchange. Shareholders would be notified of any such action to the extent required by law. See Frequent Trading Policy below.
Reinstatement Privilege
If you redeemed Class A or Class C shares of a Fund or any
other Nuveen Mutual Fund that were subject to a sales charge or a CDSC, you have up to one year to reinvest all or part of the full amount of the redemption in the same class of shares of the Fund at net asset value. This reinstatement privilege can
be exercised only once for any redemption, and reinvestment will be made at the net asset value next calculated after reinstatement of the appropriate class of Fund shares. If you reinstate shares that were subject to a CDSC, any shares purchased
pursuant to the reinstatement privilege will not be subject to a CDSC. 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.
S-55
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 (the
NYSE
) is closed (other than
customary weekend and holiday closings), (b) when trading in the markets the Fund normally utilizes is restricted or an emergency exists as determined by the SEC so that trading of the Funds investments or determination of its net asset
value is not reasonably practicable, or (c)
for any other periods that the SEC by order may permit for protection of Fund shareholders.
Frequent Trading Policy
The Funds Frequent Trading Policy is as follows:
Nuveen Mutual Funds are intended as long-term investments and not as short-term trading vehicles. At the same time, the 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.
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 two Round Trips per trailing 60-day period.
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
S-56
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 board has determined may have material adverse consequences to the shareholders of a Fund.
In addition, the following redemptions of shares by an employer-sponsored qualified defined contribution retirement plan are excluded from the Frequent Trading Policy: (i) partial or complete redemptions in
connection with a distribution without penalty under Section 72(t) of the Code from a retirement plan: (a) upon attaining age 59
1
/
2
; (b) as part of a series of substantially equal periodic payments; or (c) upon
separation from service and attaining age 55; (ii) partial or complete redemptions in connection with a qualifying loan or hardship withdrawal; (iii) complete redemptions in connection with termination of employment, plan termination,
transfer to another employers plan or IRA or changes in a plans recordkeeper; and (iv) redemptions resulting from the return of an excess contribution. Also, the following redemptions of shares held in an IRA account are excluded
from the application of the Frequent Trading Policy: (i) redemptions made pursuant to an IRA systematic withdrawal based on the shareholders life expectancy including, but not limited to, substantially equal periodic payments described in
Code Section 72(t)(A)(iv) prior to age 59
1
/
2
; and (ii) redemptions to satisfy required minimum distributions after age 70
1
/
2
from
an IRA account.
Distribution and Service Plan
The Funds have adopted a plan (the
Plan
) pursuant to Rule
12b-1
under the 1940 Act,
pursuant to which Class C shares are subject to an annual distribution fee and Class A and Class C shares are subject to an annual service fee. Each Fund may spend up to 0.25% per year of the average daily net assets of Class A shares
as a service fee under the Plan as applicable to Class A shares. Each Fund may spend up to 0.75% per year of the average daily net assets of Class C shares as a distribution fee and up to 0.25% per year of the average daily net assets
of Class C shares as a service fee under the Plan as applicable to Class C shares. Class I shares are not subject to either distribution or service fees. Distribution and service fees collectively are referred to herein as
12b-1 fees
.
The distribution fee applicable to Class C shares under each Funds Plan compensates the
Distributor for expenses incurred in connection with the distribution of Class C shares. These expenses include payments to financial intermediaries, including the Distributor, who are brokers of record with respect to the Class C shares, as well
as, without limitation, expenses of printing and distributing Prospectuses to persons other than shareholders of each Fund, expenses of preparing, printing and distributing advertising and sales literature and reports to shareholders used in
connection with the sale of Class C shares, certain other expenses associated with the distribution of Class C shares, and any other distribution-related expenses that may be authorized from time to time by the Board of Trustees.
The service fee applicable to Class A and Class C shares under each Funds Plan is used to compensate financial intermediaries in
connection with the provision of ongoing account services to shareholders. These services may include establishing and maintaining shareholder accounts, answering shareholder inquiries and providing other personal services to shareholders.
During the fiscal year ended September 30, 2013, the Funds incurred
12b-1
fees pursuant to their
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
S-57
financial intermediaries, 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
fees on Class C shares are paid to financial intermediaries.
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12b-1 Fees
Incurred by Each
Fund for
the
Fiscal Year Ended
September 30, 2013
|
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Nuveen Gresham Diversified Commodity Strategy Fund
|
|
|
|
|
Class A
|
|
$
|
342
|
|
Class C
|
|
|
686
|
|
Nuveen Gresham Long/Short Commodity Strategy Fund
|
|
|
|
|
Class A
|
|
$
|
1,183
|
|
Class C
|
|
|
500
|
|
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.
General Matters
The Funds have authorized one or more brokers to accept on their behalf purchase and redemption orders. Such brokers are authorized to designate other intermediaries to accept purchase and redemption orders on the
Funds behalf. The Funds will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a brokers authorized designee accepts the order. Customer orders received by such broker (or their
designee) will be priced at the applicable Funds net asset value next computed after they are accepted by an authorized broker (or their designee). Orders accepted by an authorized broker (or their designee) before the close of regular trading
on the NYSE will receive that days share price; orders accepted after the close of trading will receive the next business days share price.
If you choose to invest in a Fund, an account will be opened and maintained for you by 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.
Distribution Arrangements
The Distributor sells shares to or through brokers, dealers, banks or other qualified financial intermediaries (collectively referred to as
Dealers
), or others, in a manner consistent with the
then effective registration statement of the Trust. Pursuant to the Distribution Agreement, the Distributor, at its own expense, finances certain activities incident to the sale and distribution of the Funds shares,
S-58
including printing and distributing of prospectuses and statements of additional information to other than existing shareholders, the printing and distributing of sales literature, advertising
and payment of compensation and giving of concessions to Dealers.
The Distributor receives for its services the excess, if any, of
the sales price of a Funds shares less the net asset value of those shares, and reallows a majority or all of such amounts to the Dealers who sold the shares. The Distributor also receives distribution fees pursuant to a distribution plan
adopted by the Trust pursuant to Rule
12b-1
and described herein under Distribution and Service Plan. The Distributor also receives any CDSCs imposed on redemptions of shares. The Distributor may
also act as a Dealer.
The following table sets forth the aggregate amounts of underwriting commissions with respect to the sale of
Fund shares, the amount thereof retained by the Distributor and the compensation on redemptions and repurchases received by the Distributor for the Funds for the specified periods. All figures are expressed in thousands and are to the nearest
thousand.
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Amount of Underwriting
Commissions
|
|
|
Amount Retained by the
Distributor
|
|
|
Amount of Compensation on
Redemptions and
Repurchases
|
|
|
|
7/30/12-
9/30/12
|
|
10/1/12-
9/30/13
|
|
|
7/30/12-
9/30/12
|
|
10/1/12-
9/30/13
|
|
|
7/30/12-
9/30/12
|
|
10/1/12-
9/30/13
|
|
Nuveen Gresham Diversified Commodity Strategy Fund
|
|
$
|
|
$
|
10
|
|
|
$
|
|
$
|
1
|
|
|
$
|
|
$
|
|
|
Nuveen Gresham Long/Short Commodity Strategy Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To help financial advisors and investors better understand and more efficiently use the Funds to reach their
investment goals, the Distributor may advertise and create specific investment programs and systems. For example, this may include information on how to use the Funds to accumulate assets for future education needs or periodic payments such as
insurance premiums. The Distributor may produce software, electronic information sites or additional sales literature to promote the advantages of using the Funds to meet these and other specific investor needs. In addition, wholesale
representatives of the Distributor may visit financial advisors on a regular basis to educate them about the Funds and to encourage the sale of Fund shares to their clients. The costs and expenses associated with these efforts may include travel,
lodging, sponsorship at educational seminars and conferences, entertainment and meals to the extent permitted by law. Nuveen wholesalers may receive additional compensation if they meet certain targets for sales of one or more Nuveen Mutual Funds.
Additional Payments to Financial Intermediaries and Other Payments
In addition to the sales charge payments and the distribution, service and transfer agency fees described in the Prospectus and elsewhere in this
SAI, the Adviser and/or the Distributor may make additional payments out of its own assets to selected intermediaries that sell shares of the Nuveen Mutual Funds (such as brokers, dealers, banks, registered investment advisers, retirement plan
administrators and other intermediaries; hereinafter, individually,
Intermediary
, and collectively,
Intermediaries
) under the categories described below for the purposes of promoting the sale of Fund shares,
maintaining share balances and/or for
sub-accounting,
administrative or shareholder processing services.
The amounts of these payments could be significant and may create an incentive for an Intermediary or its representatives to recommend or offer shares of the Nuveen Mutual Funds to its customers. The Intermediary
may elevate the prominence or profile of the Funds within the Intermediarys organization by, for example, placing the Funds on a list of preferred or recommended funds and/or granting the Adviser and/or the Distributor preferential or enhanced
opportunities to promote the Funds in various ways within the Intermediarys organization.
These payments are made pursuant to
negotiated agreements with Intermediaries. The payments do not change the price paid by investors for the purchase of a share or the amount a Fund will receive as proceeds from such sales. Furthermore, these payments are not reflected in the fees
and expenses listed in the fee table section of the Funds Prospectus and described above because they are not paid by the Funds.
S-59
The categories of payments described below are not mutually exclusive, and a single Intermediary may
receive payments under all categories.
The Adviser and/or the Distributor may also make other additional payments out of its own assets
as described under Other Payments below.
Marketing Support Payments and Program Servicing Payments
The Adviser and/or the Distributor may make payments for marketing support and/or program servicing to selected Intermediaries that are registered
as holders or dealers of record for accounts invested in one or more of the Nuveen Mutual Funds or that make Nuveen Mutual Fund shares available through employee benefit plans or
fee-based
advisory programs to
compensate them for the variety of services they provide.
Marketing Support Payments.
Services for which an Intermediary receives
marketing support payments may include business planning assistance, advertising, educating the Intermediarys personnel about the Nuveen Mutual Funds in connection with shareholder financial planning needs, placement on the Intermediarys
preferred or recommended fund company list, and access to sales meetings, sales representatives and management representatives of the Intermediary. In addition, Intermediaries may be compensated for enabling representatives of the Adviser and/or the
Distributor to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, client and investor events and other events sponsored by the Intermediary.
The Adviser and/or the Distributor compensate Intermediaries differently depending upon, among other factors, the number or value of Nuveen Mutual
Funds shares that the Intermediary sells or may sell, the value of the assets invested in the Nuveen Mutual Funds by the Intermediarys customers, redemption rates, ability to attract and retain assets, reputation in the industry and the level
and/or type of marketing assistance and educational activities provided by the Intermediary. Such payments are generally asset-based but also may include the payment of a lump sum.
Program Servicing Payments.
Services for which an Intermediary receives program servicing payments typically include recordkeeping,
reporting, or transaction processing, but may also include 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
S-60
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; (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; and (v) provide payments to broker-dealers to help defray their technology or infrastructure costs.
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 it deems appropriate,
subject to its internal guidelines and applicable law.
The Adviser and/or the Distributor occasionally sponsors due diligence meetings
for registered representatives during which they receive updates on various Nuveen Mutual Funds and are afforded the opportunity to speak with portfolio managers. Although invitations to these meetings are not conditioned on selling a specific
number of shares, those who have shown an interest in Nuveen Mutual Funds are more likely to be considered. To the extent permitted by their firms policies and procedures, all or a portion of registered representatives expenses in
attending these meetings may be covered by the Adviser and/or the Distributor.
Representatives of the Distributor or its affiliates may
receive additional compensation from the Adviser and/or the Distributor if certain targets are met for sales of one or more Nuveen Mutual Funds. Such compensation may vary by Fund and by Intermediary.
Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as FINRA. Investors can ask their
Intermediary for information about any payments it receives from the Adviser and/or the Distributor and the services it provides for those payments.
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 January 17, 2014:
ADP
Broker-Dealer, Inc.
Alliance Fund Distributors
American United Life Insurance Company
Ameriprise Financial Services, Inc.
Ascensus (formerly BISYS Retirement Services,
Inc.)
BB&T
Benefit Plans Administrative Services, Inc.
Benefit Trust Company
Cetera
Charles Schwab & Co., Inc.
Chase Investment Services
Citigroup Global Markets Inc.
Commonwealth Equity Services, LLP, DBA Commonwealth Financial Network
CPI Qualified
Plan Consultants, Inc.
Davenport & Co., LLC
Digital Retirement Solutions, Inc.
Dyatech, LLC
Edward Jones
ExpertPlan, Inc.
Fidelity Brokerage Services LLC/National Financial Services LLC
S-61
Fidelity Investments Institutional Operations Company, Inc. (FIIOC)/Fidelity
Advisors Retirement
Financial Data Services, Inc.
First Clearing
First Mercantile Trust Company
Genesis Employee Benefits, Inc. DBA Americas
VEBA Solution
Goldman Sachs
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.J.B. Hilliard, W.L. Lyons, Inc.
J.P. Morgan Retirement Plan Services, LLC
Janney Montgomery Scott LLC
LPL Financial Services
Lincoln Retirement Services Company LLC/AMG Service Corp.
Linsco/Private Ledger Corp.
Marshall & Ilsley Trust Company, N.A.
Massachusetts Mutual Life Insurance Company
Mercer HR Outsourcing LLC
Merrill Lynch, Pierce, Fenner & Smith Inc.
Mid Atlantic Capital Corporation
Morgan Keegan
Morgan Stanley & Co., Incorporated/Morgan Stanley Smith Barney LLC
MSCS
Financial Services, LLC
National Financial Services, LLC
Nationwide Financial Services, Inc.
Newport Retirement Services, Inc.
NFP Securities, Inc.
Northwestern Mutual
NYLife Distributors LLC
Oppenheimer & Co.
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.
SI Financial Advisors
Savings Institute and Bank
Smith Barney
Southwest Securities, Inc.
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
S-62
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.
Wedbush Morgan Securities
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 January 17, 2014 are not reflected in the list.
FINANCIAL STATEMENTS
The audited financial statements for each Funds most recent fiscal year appear in each Funds Annual Report dated September 30, 2013.
Each Funds Annual Report is incorporated by reference into this SAI and is available without charge by calling
(800) 257-8787.
S-63
APPENDIX A
RATINGS 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 and the promise S&P imputes;
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 ratings 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.)
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AAA
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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.
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AA
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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.
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A
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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.
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BBB
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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.
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Obligations rated BB, B, CCC, CC, and C are regarded as
having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by
large uncertainties or major exposures to adverse conditions.
A-1
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BB
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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.
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B
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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.
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CCC
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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.
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CC
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An obligation rated CC is currently highly vulnerable to nonpayment.
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C
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An obligation rated C is currently highly vulnerable to nonpayment and the obligation is expected to have lower relative seniority
or lower ultimate recovery compared to obligations that are rated higher.
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D
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An obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, 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 in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The
D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligations rating is
lowered to D if it is subject to a distressed exchange offer.
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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.
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NR
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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.
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Short-Term Issue Credit Ratings
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A-1
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A short-term obligation rated
A-1
is rated in the highest category by S&P. The obligors capacity to meet its financial
commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitment on these obligations is extremely
strong.
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A-2
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A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating
categories. However, the obligors capacity to meet its financial commitment on the obligation is satisfactory.
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A-3
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A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.
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B
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A short-term obligation rated B is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial
commitments; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitments.
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C
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A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its
financial commitment on the obligation.
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A-2
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D
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A short-term obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, 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 any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The
D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligations rating is
lowered to D if it is subject to a distressed exchange offer.
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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:
Ratings
assigned on Moodys global long-term and short-term rating scales are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles,
project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised payments and the
expected financial loss suffered in the event of default. Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect the likelihood of a default on contractually promised payments.
Long-Term Obligation Ratings
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Aaa
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Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
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Aa
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Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
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A
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Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
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Baa
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Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
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Ba
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Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
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B
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Obligations rated B are considered speculative and are subject to high credit risk.
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Caa
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Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
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Ca
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Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
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C
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Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
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Note: Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa
through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a
mid-range
ranking; and the modifier 3 indicates a ranking in the
lower end of that generic rating category.
Short-Term Obligation Ratings
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P-1
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Issuers (or supporting institutions) rated
Prime-1
have a superior ability to repay short-term debt obligations.
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P-2
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Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
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P-3
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Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
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NP
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Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
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A-3
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 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.
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MIG 1
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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.
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MIG 2
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This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
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MIG 3
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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.
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SG
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This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
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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.
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VMIG 1
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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.
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VMIG 2
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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.
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A-4
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VMIG 3
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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.
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SG
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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.
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Fitch Ratings
A brief description of the applicable Fitch Ratings (
Fitch
) ratings
symbols and meanings (as published by Fitch) follows:
Fitchs credit ratings provide an opinion on the relative ability of an
entity to meet financial commitments, such as interest, preferred dividends, repayment of principal, insurance claims or counterparty obligations. Credit ratings are used by investors as indications of the likelihood of receiving the money owed to
them in accordance with the terms on which they invested. The agencys credit ratings cover the global spectrum of corporate, sovereign (including supranational and
sub-national),
financial, bank,
insurance, municipal and other public finance entities and the securities or other obligations they issue, as well as structured finance securities backed by receivables or other financial assets.
The terms investment grade and speculative grade have established themselves over time as shorthand to describe the
categories AAA to BBB (investment grade) and BB to D (speculative grade). The terms investment grade and speculative grade are market conventions, and do not imply any
recommendation or endorsement of a specific security for investment purposes. Investment grade categories indicate relatively low to moderate credit risk, while ratings in the speculative categories either signal a higher
level of credit risk or that a default has already occurred.
A designation of Not Rated or NR is used to denote
securities not rated by Fitch where Fitch has rated some, but not all, securities comprising an issuance capital structure.
Credit
ratings express risk in relative rank order, which is to say they are ordinal measures of credit risk and are not predictive of a specific frequency of default or loss.
Fitchs credit ratings do not directly address any risk other than credit risk. In particular, ratings do not deal with the risk of a market value loss on a rated security due to changes in interest rates,
liquidity and other market considerations. However, in terms of payment obligation on the rated liability, market risk may be considered to the extent that it influences the
ability
of an issuer to pay upon a commitment. Ratings nonetheless
do not reflect market risk to the extent that they influence the size or other conditionality of the
obligation
to pay upon a commitment (for example, in the case of index-linked bonds).
In the default components of ratings assigned to individual obligations or instruments, the agency typically rates to the likelihood of
non-payment
or default in accordance with the terms of that instruments documentation. In limited cases, Fitch may include additional considerations (i.e. rate to a higher or lower standard than that implied
in the obligations documentation). In such cases, the agency will make clear the assumptions underlying the agencys opinion in the accompanying rating commentary.
A-5
MAI-GRESH-0114P
PART COTHER INFORMATION
Item 28. Exhibits
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(a)(1)
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Declaration of Trust of Registrant.(1)
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(a)(2)
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Amended Establishment and Designation of Classes, dated April 23, 2008.(4)
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(a)(3)
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Amended and Restated Designation of Series, dated April 18, 2012.(7)
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(b)
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By-Laws of Registrant, amended and restated as of November 18, 2009.(6)
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(c)
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Not applicable.
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(d)(1)
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Management Agreement between Registrant and Nuveen Fund Advisors, Inc. (n/k/a Nuveen Fund Advisors, LLC and f/k/a Nuveen Asset Management), dated
November 13, 2007.(4)
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(d)(2)
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Renewal of Investment Management Agreement between Registrant and Nuveen Fund Advisors, LLC (f/k/a Nuveen Fund Advisors, Inc. and Nuveen Asset Management), dated July 29,
2013.(9)
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(d)(3)
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Amended Schedules A and B of Investment Management Agreement between Registrant and Nuveen Fund Advisors, Inc. (n/k/a Nuveen Fund Advisors, LLC and f/k/a Nuveen Asset Management), dated July
23, 2012.(7)
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(d)(4)
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Investment
Sub-Advisory
Agreement between Nuveen Fund Advisors, Inc. (n/k/a Nuveen Fund Advisors, LLC) and Nuveen Asset Management, LLC, dated January
1, 2011.(6)
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(d)(5)
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Schedule A to Investment Sub-Advisory Agreement, amended as of July 23, 2012.(7)
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(d)(6)
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Investment
Sub-Advisory
Agreement between Nuveen Fund Advisors, Inc. (n/k/a Nuveen Fund Advisors, LLC) and Gresham Investment Management LLC, dated
July 27, 2012.(7)
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(d)(7)
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Notice of Continuance of Investment Sub-Advisory Agreement between Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC, dated July 26, 2013.(9)
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(d)(8)
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Notice of Continuance of Investment Sub-Advisory Agreement between Nuveen Fund Advisors, LLC and Gresham Investment Management LLC, dated July 26, 2013.(11)
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(e)(1)
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Distribution Agreement between Registrant and Nuveen Securities, LLC (f/k/a Nuveen Investments, LLC), dated December 15, 2006.(2)
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(e)(2)
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Form of Dealer Distribution, Shareholder Servicing and Fee-Based Program Agreement.(3)
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(e)(3)
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Form of Nuveen Funds Rule 22c-2 Agreement, dated October 16, 2006.(5)
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(e)(4)
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Renewal of Distribution Agreement between Registrant and Nuveen Securities, LLC (f/k/a Nuveen Investments, LLC), dated August 6, 2013.(10)
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(f)
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Not applicable.
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(g)(1)
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Amended and Restated Master Custodian Agreement between the Nuveen Funds and State Street Bank and Trust Company, dated February 25, 2005.(2)
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(g)(2)
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Appendix A to Custodian Agreement, dated December 9, 2013.(10)
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(h)(1)
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Transfer Agency and Service Agreement between the Nuveen Mutual Funds and Boston Financial Data Services, Inc., dated May 11, 2012.(7)
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(h)(2)
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Amendment and Schedule A to Transfer Agency and Service Agreement, dated December 9, 2013.(10)
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(i)
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Not applicable.
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(j)
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Consent of Independent Registered Public Accounting Firm, dated January 24, 2014.(11)
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(k)
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Not applicable.
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(l)
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Subscription Agreement between Registrant and Nuveen Fund Advisors, Inc. (f/k/a Nuveen Asset Management), dated December 11, 2006.(2)
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(m)
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Plan of Distribution and Service Pursuant to Rule 12b-1, dated February 28, 2013.(9)
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C-1
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(n)
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Multiple Class Plan Adopted Pursuant to Rule 18f-3, as amended November 14, 2012.(9)
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(o)
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Not applicable.
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(p)(1)
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Code of Ethics, as amended January 1, 2013.(8)
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(p)(2)
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Code of Ethics for the Independent Trustees of the Nuveen Funds, effective January 1, 2013.(8)
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(p)(3)
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Code of Ethics for Gresham Investment Management LLC.(7)
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(z)(1)
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Original Power of Attorney of Michelle Wilson-Clarke, dated July 26, 2012.(7)
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(z)(2)
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Original Power of Attorney of Mr. Nelson, dated September 1, 2013.(9)
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(z)(3)
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Original Powers of Attorney of Messrs. Bremner, Evans, Hunter, Kundert, Schneider and Toth and Mss. Stockdale, Stone and Stringer, dated October 13, 2013.(9)
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(1)
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Incorporated by reference to the initial registration statement filed on Form N-1A for Registrant.
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(2)
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Incorporated by reference to the post-effective amendment no. 1 filed on Form N-1A for Registrant.
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(3)
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Incorporated by reference to the post-effective amendment no. 2 filed on Form N-1A for Registrant.
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(4)
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Incorporated by reference to the post-effective amendment no. 3 filed on Form N-1A for Registrant.
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(5)
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Incorporated by reference to the post-effective amendment no. 7 filed on Form N-1A for Registrant.
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(6)
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Incorporated by reference to the post-effective amendment no. 14 filed on Form
N-1A
for Registrant.
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(7)
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Incorporated by reference to the post-effective amendment no. 21 filed on Form N-1A for Registrant.
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(8)
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Incorporated by reference to the post-effective amendment no. 23 filed on Form N-1A for Registrant.
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(9)
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Incorporated by reference to the post-effective amendment no. 25 filed on Form N-1A for Registrant.
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(10)
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Incorporated by reference to post-effective amendment no. 26 filed on Form N-1A for Registrant.
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Item 29. Persons Controlled by or under
Common Control with the Fund
Not applicable.
Item 30. Indemnification
Section 4 of Article XII of Registrants Declaration of Trust
provides as follows:
Subject to the exceptions and limitations contained in this Section 4, every person who is, or has been, a
Trustee, officer, employee or agent of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or
otherwise (hereinafter referred to as a Covered Person), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person:
(a) against any liability to the Trust or its Shareholders by reason of a final adjudication by the court or other body before which
the proceeding was brought that he engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office;
C-2
(b) with respect to any matter as to which he shall have been finally adjudicated not
to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust; or
(c) in
the event of a settlement or other disposition not involving a final adjudication (as provided in paragraph (a) or (b)) and resulting in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not
engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office by the court or other body approving the settlement or other disposition or a reasonable determination, based on a
review of readily available facts (as opposed to a full trial-type inquiry), that he did not engage in such conduct:
(i)
by a vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be
entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to
which Trust personnel other than Covered Persons may be entitled by contract or otherwise under law.
Expenses of preparation and
presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 4 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or
(b) a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in
office act on the matter) or independent legal counsel in a written opinion shall determine, based upon a review of the readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately
will be found entitled to indemnification.
As used in this Section 4, a Disinterested Trustee is one (x) who is not an
Interested Person of the Trust (including, as such Disinterested Trustee, anyone who has been exempted from being an Interested Person by any rule, regulation or order of the Commission), and (y) against whom none of such actions, suits or other
proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending.
As used in this
Section 4, the words claim, action, suit or proceeding shall apply to all claims, actions, suits, proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and
the word liability and expenses shall include without limitation, attorneys fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
The trustees and officers of the Registrant are covered by the Mutual Fund Professional Liability policy in the aggregate amount of $70,000,000
against liability and expenses of claims of wrongful acts arising out of their position with the Registrant and other Nuveen funds, except for matters that involve 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 had reasonable cause to believe this conduct was unlawful). The policy has a $2,000,000 deductible for
operational failures (after the deductible is satisfied, the insurer would cover 90% of any operational failure claims and the Fund would be liable for 10% of any such claims) and $1,000,000 deductible for all other claims.
C-3
Insofar as the indemnification for liabilities arising under the Securities Act of 1933, as amended,
(the 1933 Act) may be permitted to the officers, trustees or controlling persons of the Registrant pursuant to the Declaration of Trust of the Registrant or otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by an officer or trustee or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such officer, trustee or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of
Investment Adviser
(a) Nuveen Fund Advisors, LLC (Nuveen Fund Advisors) (formerly known as Nuveen Fund Advisors, Inc.
and Nuveen Asset Management) manages the Registrant and serves as investment adviser or manager to other open-end and closed-end management investment companies. The principal business address for all of these investment companies and the persons
named below is 333 West Wacker Drive, Chicago, Illinois 60606.
A description of any business, profession, vocation or employment of
a substantial nature in which the directors and officers of Nuveen Fund Advisors who serve as officers or trustees of the Registrant have engaged during the last two years for his or her account or in the capacity of director, officer, employee,
partner or trustee appears under Management in the Statement of Additional Information. Such information for the remaining senior officers of Nuveen Fund Advisors appears below:
|
|
|
Name and Position with Nuveen Fund Advisors
|
|
Other Business, Profession, Vocation or
Employment During Past Two Years
|
William Adams IV, Co-President
|
|
Director or trustee of 135 funds in the Nuveen Fund complex (since 2013); Senior Executive Vice President, Global Structured Products, of Nuveen Investments, Inc.; Executive Vice President of
Nuveen Securities, LLC; President (since August 2011) of Nuveen Commodities Asset Management, LLC.
|
|
|
Thomas J. Schreier, Jr.,
Co-President
|
|
Director or trustee of 135 funds in the Nuveen Fund complex (since 2013); Vice Chairman, Wealth Management 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.
|
|
|
Robert D. Luse, Executive Vice President
|
|
Executive Vice President of Nuveen Asset Management, LLC and Nuveen Securities, LLC; Executive Vice President and Assistant Secretary of Nuveen Investments, Inc.; Vice President of Santa
Barbara Asset Management, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC.
|
C-4
|
|
|
Name and Position with Nuveen Fund Advisors
|
|
Other Business, Profession, Vocation or
Employment During Past Two Years
|
John L. MacCarthy, Executive Vice President and Secretary
|
|
Executive Vice President (since 2008), Secretary and General Counsel (since 2006) of Nuveen Investments, Inc.; Vice President and Secretary (since 2013) of Nuveen
Commodities Asset Management, LLC; 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, Symphony Asset Management LLC and Winslow Capital Management LLC.
|
|
|
Joseph T. Castro, Managing Director and Chief Compliance Officer
|
|
Managing Director (since 2011), Head of Compliance (since 2013) of Nuveen Investments, Inc.
|
|
|
Stuart J. Cohen, Managing Director and Assistant Secretary
|
|
Managing Director and Assistant Secretary of Nuveen Asset Management, LLC, Nuveen Investments, Inc. and Nuveen Securities, LLC; Vice President and Assistant
Secretary of Nuveen Commodities Asset Management, LLC, NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Symphony Asset Management LLC, Tradewinds Global Investors, LLC and Winslow Capital Management, LLC.
|
|
|
Sherri A. Hlavacek, Managing Director and Controller
|
|
Managing Director and Corporate Controller of Nuveen Investments, Inc. and Nuveen Securities, LLC; Managing Director and Controller of 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, LLC; Certified Public Accountant.
|
|
|
Timothy N. Kafesjian, Senior Vice President
|
|
Senior Vice President of Nuveen Securities, LLC; Vice President of NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC and Tradewinds Global Investors,
LLC.
|
C-5
|
|
|
Name and Position with Nuveen Fund Advisors
|
|
Other Business, Profession, Vocation or
Employment During Past Two Years
|
Lucas A. Satre, Senior Vice President and Assistant Secretary
|
|
Senior Vice President, General Counsel and Secretary of Nuveen Securities LLC; Senior Vice President and Assistant Secretary of Nuveen Asset Management, LLC and
Nuveen Investments, Inc.; Vice President and Assistant Secretary of Nuveen Commodities Asset Management, LLC, NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Symphony Asset Management LLC, Tradewinds Global Investors,
LLC and Winslow Capital Management, LLC.
|
(b) Nuveen Asset
Management, LLC (Nuveen Asset Management) acts as one of the
sub-investment
advisers to the Registrant for Nuveen Gresham Diversified Commodity Strategy Fund and Nuveen Gresham Long/Short Commodity
Strategy Fund 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.
A description of any business, profession, vocation or employment of a substantial nature in which the directors and officers of Nuveen Asset Management 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 Asset Management appears below:
|
|
|
|
|
Name
|
|
Position and Offices with
Nuveen Asset Management
|
|
Other Business, Profession, Vocation or
Employment During Past Two Years
|
Thomas J. Schreier, Jr.
|
|
Chairman
|
|
Director or trustee of 135 funds in the Nuveen Fund complex (since 2013); Vice Chairman, Wealth Management, of Nuveen Investments, Inc.;
Co-President
of Nuveen Fund Advisors, LLC;
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, Chief Operating Officer, Municipal Fixed Income (2008-2011) of Nuveen Fund Advisors, LLC; CPA.
|
|
|
|
Robert D. Luse
|
|
Executive Vice President
|
|
Executive Vice President of Nuveen Fund Advisors, LLC and Nuveen Securities, LLC; Executive Vice President and Assistant Secretary of Nuveen Investments, Inc.; Vice President of Santa Barbara
Asset Management, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC.
|
C-6
|
|
|
|
|
Name
|
|
Position and Offices with
Nuveen Asset Management
|
|
Other Business, Profession, Vocation or
Employment During Past Two Years
|
John L. MacCarthy
|
|
Executive Vice President and Secretary
|
|
Executive Vice President and Secretary of Nuveen Fund Advisors, LLC; Executive Vice President (since 2008), Secretary and General Counsel (since 2006) of Nuveen Investments, Inc.; Vice
President and Secretary (since 2013) of Nuveen Commodities Asset Management, LLC; Executive Vice President (since 2008) and Secretary (since 2006) of Nuveen Investments Advisers Inc.; Vice President and Secretary of NWQ Investment Management
Company, LLC, Santa Barbara Asset Management, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management LLC.
|
|
|
|
Charles R. Manzoni, Jr.
|
|
Executive Vice President, Chief Operating Officer and
General Counsel
|
|
Managing Director of Nuveen Investment Holdings, Inc.; formerly, Chief Risk Officer, and Secretary and General Counsel, director on Board of Directors, FAF Advisors.
|
|
|
|
Lucas A. Satre
|
|
Senior Vice President and Assistant Secretary
|
|
Senior Vice President, General Counsel and Secretary of Nuveen Securities, LLC; Senior Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC and Nuveen Investments, Inc.; Vice
President and Assistant Secretary of Nuveen Commodities Asset Management, LLC, NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Symphony Asset Management LLC, Tradewinds Global Investors, LLC and Winslow Capital
Management, LLC.
|
|
|
|
Mark Slevin
|
|
Senior Vice President
|
|
Senior Vice President of Nuveen Investment Holdings, Inc.
|
|
|
|
Stuart J. Cohen
|
|
Managing Director and Assistant Secretary
|
|
Managing Director and Assistant Secretary of Nuveen Fund Advisors, LLC, Nuveen Investments, Inc. and Nuveen Securities, LLC; Vice President and Assistant Secretary of Nuveen Commodities Asset
Management, LLC, NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Symphony Asset Management LLC, Tradewinds Global Investors, LLC and Winslow Capital Management,
LLC.
|
C-7
|
|
|
|
|
Name
|
|
Position and Offices with
Nuveen Asset Management
|
|
Other Business, Profession, Vocation or
Employment During Past Two Years
|
Sherri A. Hlavacek
|
|
Managing Director and Controller
|
|
Managing Director and Corporate Controller of Nuveen Securities, LLC and Nuveen Investments, Inc.; Managing Director and Controller of Nuveen Investments Advisers Inc. and Nuveen Investments
Holdings, Inc. (since 2011); Vice President and Controller of NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC; Certified
Public Accountant.
|
|
|
|
Diane S. Meggs
|
|
Vice President and Chief Compliance Officer
|
|
Vice President and Compliance Manager (since 2011) of Nuveen Fund Advisors, LLC; Chief Compliance Officer (since 2013) of Nuveen Investments Advisers Inc., formerly, Compliance Manager
(2004-2013).
|
(c) Gresham Investment Management LLC (Gresham),
through its Near Term Active division acts as one of the sub-investment advisers to the Registrant for Nuveen Gresham Diversified Commodity Strategy Fund and Nuveen Gresham Long/Short Commodity Strategy Fund and also serves as sub-investment adviser
to another open-end fund and as a commodity trading advisor for other pooled investment vehicles and separately managed accounts. The following is a list of the executive officers of Gresham. The principal business address of each person (other than
Mr. Adams and Mr. Jurecki) is 67 Irving Place, New York, New York 10003; the principal business address of Mr. Adams and Mr. Jurecki is 333 West Wacker Drive, Chicago, Illinois 60606.
|
|
|
|
|
Name
|
|
Positions and Offices
with Gresham
|
|
Other Business, Profession,
Vocation or Employment During
Past Two
Years
|
Dr. Henry G. Jarecki
|
|
Chairman; Member of Operating Committee
|
|
Professor of Psychiatry and a member of the Advisory Council of the Department of Psychiatry at Yale University School of Medicine
|
|
|
|
Jonathan S. Spencer
|
|
President; Member of Operating Committee
|
|
None
|
|
|
|
Douglas J. Hepworth, CFA
|
|
Executive Vice President; Member of the Operating Committee
|
|
None
|
|
|
|
Robert Reeves
|
|
Chief Financial Officer
|
|
None
|
|
|
|
Brian E. Delman
|
|
Chief Compliance Officer
|
|
None
|
|
|
|
William Adams IV
|
|
Member of Operating Committee
|
|
Senior Executive Vice President of Nuveen Investments, Inc.; Co-President of Nuveen Fund Advisors, LLC; President of Nuveen Commodities Asset Management, LLC
|
|
|
|
Michael Jurecki
|
|
Member of Operating Committee
|
|
Senior Vice President of Nuveen Investments, Inc.
|
C-8
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 Funds, Inc., Nuveen Strategy Funds, Inc. and
the Registrant.
(b)
|
|
|
|
|
Name and Principal
Business Address
|
|
Positions and Offices
with Nuveen Securities
|
|
Positions and Offices
with Registrant
|
William Adams IV
333 West Wacker Drive
Chicago, IL 60606
|
|
Executive Vice President
|
|
None
|
|
|
|
Margo L. Cook
333 West Wacker Drive
Chicago, IL 60606
|
|
Executive Vice President and Head of Institutional Sales and Product Strategy and Development
|
|
Vice President
|
|
|
|
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
Corporate Controller
|
|
None
|
|
|
|
Carl M. Katerndahl
333 West Wacker Drive
Chicago, IL 60606
|
|
Executive Vice President and
Head of Distribution and Corporate Marketing
|
|
None
|
|
|
|
Robert D. Luse
333 West Wacker Drive
Chicago, IL 60606
|
|
Executive Vice President
|
|
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
|
|
|
|
Lucas A. Satre
333 West Wacker Drive
Chicago, IL 60606
|
|
Senior Vice President, Secretary and General Counsel
|
|
None
|
|
|
|
Thomas S. Schreier, Jr.
333 West Wacker
Drive
Chicago, IL 60606
|
|
Co-Chief Executive Officer
|
|
None
|
|
|
|
Gifford R. Zimmerman
333 West Wacker
Drive
Chicago, IL 60606
|
|
Managing Director and Assistant Secretary
|
|
Chief Administrative Officer
|
(c) Not applicable.
C-9
Item 33. Location of Accounts and Records
Nuveen Fund Advisors, 333 West Wacker Drive, Chicago, Illinois 60606, maintains the Declaration of Trust, By-Laws, minutes of trustees and
shareholder meetings and contracts of the Registrant and all advisory material of the investment adviser.
State Street Bank and Trust
Company, P.O. Box 5043, Boston, Massachusetts 02206-5043, currently maintains all general and subsidiary ledgers, journals, trial balances, records of all portfolio purchases and sales, and all other required records not maintained by Nuveen Fund
Advisors.
Boston Financial Data Services, Inc., P.O. Box 8530, Boston, Massachusetts 02266-8530, maintains all the required records in
its capacity as transfer, dividend paying, and shareholder service agent for the Registrant.
Item 34. Management Services
Not applicable.
Item 35. Undertakings
Not applicable.
C-10
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 31st day of January, 2014 .
|
|
|
NUVEEN INVESTMENT TRUST V
|
|
|
B
Y
:
|
|
/
S
/ K
EVIN
J.
M
C
C
ARTHY
|
|
|
Kevin J. McCarthy
Vice President and
Secretary
|
Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment to the registration
statement has been signed below by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
|
Date
|
/
S
/ S
TEPHEN
D.
F
OY
S
TEPHEN
D. F
OY
|
|
Vice President and Controller (principal financial and accounting officer)
|
|
|
|
|
|
January 31, 2014
|
|
|
|
|
|
/
S
/ G
IFFORD
R. Z
IMMERMAN
G
IFFORD
R. Z
IMMERMAN
|
|
Chief Administrative Officer (principal executive officer)
|
|
|
|
|
|
January 31, 2014
|
|
|
|
|
|
W
ILLIAM
J. S
CHNEIDER
*
|
|
Chairman of the Board and Trustee
|
|
ý
ï
ï
ï
ï
ï
ï
ï
þ
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
January 31, 2014
|
R
OBERT
P. B
REMNER
*
|
|
Trustee
|
|
|
|
J
ACK
B. E
VANS
*
|
|
Trustee
|
|
|
|
W
ILLIAM
C. H
UNTER
*
|
|
Trustee
|
|
|
|
D
AVID
J. K
UNDERT
*
|
|
Trustee
|
|
|
|
J
OHN
K. N
ELSON
*
|
|
Trustee
|
|
|
|
J
UDITH
M. S
TOCKDALE
*
|
|
Trustee
|
|
|
|
C
AROLE
E. S
TONE
*
|
|
Trustee
|
|
|
|
V
IRGINIA
L. S
TRINGER
*
|
|
Trustee
|
|
|
|
|
T
ERENCE
J. T
OTH
*
|
|
Trustee
|
|
|
|
|
*
|
An original power of attorney authorizing, among others, Kevin J. McCarthy and Gifford R. Zimmerman to execute this registration statement, and amendments thereto, for each of
the trustees of the Registrant on whose behalf this registration statement is filed, has been executed and has previously been filed with the Securities and Exchange Commission and is incorporated by reference herein.
|
This Registration Statement of Nuveen Investment Trust V, with respect only to information that specifically
relates to the Gresham Diversified Commodity Fund Ltd. and the Gresham Long/Short Commodity Fund Ltd., has been signed below by the following person in the capacity and on the date indicated.
|
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
|
Date
|
WFS Directors Limited
by Michelle Wilson-Clarke*
|
|
|
|
|
|
By:
|
|
/
S
/ K
EVIN
J.
M
C
C
ARTHY
K
EVIN
J. M
C
C
ARTHY
|
|
Senior Vice President
|
|
|
|
|
|
Attorney-in-Fact
|
|
|
|
|
|
|
|
January 31, 2014
|
*
|
An original power of attorney authorizing Kevin J. McCarthy to execute this registration statement, and amendments thereto, for Michelle Wilson-Clarke, has been executed and has
previously been filed with the Securities and Exchange Commission and is incorporated by reference herein.
|
EXHIBIT INDEX
|
|
|
|
|
Exhibit
Number
|
|
|
Exhibit
|
|
|
|
(d)(8)
|
|
|
Notice of Continuance of Investment Sub-Advisory Agreement between Nuveen Fund Advisors, LLC and Gresham Investment Management LLC, dated July 26, 2013.
|
|
|
|
(j)
|
|
|
Consent of Independent Registered Public Accounting Firm, dated January 24, 2014.
|
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