Nuveen Asset Management, LLC (“NAM”): All Funds, except NWQ Global Equity Fund, for the time periods indicatedNWQ Global Equity Income Fund, NWQ Large-Cap Value Fund, NWQ Multi-Cap Value Fund, NWQ Small/Mid-Cap Value Fund, NWQ Small-Cap Value Fund, Tradewinds Value Opportunities Fund, Santa Barbara Dividend Growth Fund, Santa Barbara Global Dividend Growth Fund, Santa Barbara International Dividend Growth Fund, Symphony Dynamic Equity Fund, Symphony International Equity Fund, Symphony Large-Cap Growth Fund, Symphony Low Volatility Equity Fund, Symphony Mid-Cap Core Fund, Symphony Small Cap Core Fund, Tradewinds Emerging Markets Fund, Tradewinds Global All-Cap Fund, Tradewinds International Value Fund, TradeWinds Japan Fund, Winslow Large-Cap Growth Fund, Symphony Credit Opportunities Fund, Symphony Dynamic Credit Fund, Symphony Floating Rate Income Fund, Symphony High Yield Bond Fund, and then either redeem or do not redeem your shares at the end of a period. The example assumes that your investment has a 5% return each yearNWQ Flexible Income Fund.
Gresham Investment Management LLC (“Gresham”): Gresham Diversified Commodity Strategy Fund, and that the Total Annual Fund Operating Expenses are 1.45% through October 31, 2009 and 1.55% after October 31, 2009 (excluding 12b-1 distribution and service fees, interest expenses, taxes, fees incurred in acquiring and disposing of portfolio securities, and extraordinary expenses). Your actual returns and costs may be higher or lower.
| Redemption | No Redemption | |||||||||||||||||||||||||||||||
| Share Class | A | B | C | I | A | B | C | I | ||||||||||||||||||||||||
| 1 Year | $ | 738 | $ | 648 | $ | 248 | $ | 148 | $ | 738 | $ | 248 | $ | 248 | $ | 148 | ||||||||||||||||
| 3 Years | $ | 1,090 | $ | 1,074 | $ | 774 | $ | 469 | $ | 1,090 | $ | 774 | $ | 774 | $ | 469 | ||||||||||||||||
| 5 Years | $ | 1,476 | $ | 1,437 | $ | 1,337 | $ | 825 | $ | 1,476 | $ | 1,337 | $ | 1,337 | $ | 825 | ||||||||||||||||
| 10 Years | $ | 2,553 | $ | 2,686 | $ | 2,870 | $ | 1,828 | $ | 2,553 | $ | 2,686 | $ | 2,870 | $ | 1,828 | ||||||||||||||||
| Share Class | A | B | C | I | ||||||||||||
Management Fees3 | 0.15 | % | 0.15 | % | 0.15 | % | 0.15 | % | ||||||||
| 12b-1 Distribution and Service Fees | 0.25 | % | 1.00 | % | 1.00 | % | — | |||||||||
Other Expenses3 | 0.54 | % | 0.54 | % | 0.54 | % | 0.54 | % | ||||||||
Underlying Fund Fees and Expenses4 | 0.77 | % | 0.77 | % | 0.77 | % | 0.77 | % | ||||||||
Total Annual Fund Operating Expenses — Gross3,5 | 1.71 | % | 2.46 | % | 2.46 | % | 1.46 | % | ||||||||
Less: Fee Waivers and Expense Reimbursements3 | -0.01 | % | -0.01 | % | -0.01 | % | -0.01 | % | ||||||||
Total Annual Fund Operating Expenses — Net3 | 1.70 | % | 2.45 | % | 2.45 | % | 1.45 | % | ||||||||
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| Share Class | A | B | C | I | A | B | C | I | ||||||||||||||||||||||||
| 1 Year | $ | 738 | $ | 648 | $ | 248 | $ | 148 | $ | 738 | $ | 248 | $ | 248 | $ | 148 | ||||||||||||||||
| 3 Years | $ | 1,080 | $ | 1,064 | $ | 764 | $ | 459 | $ | 1,080 | $ | 764 | $ | 764 | $ | 459 | ||||||||||||||||
| 5 Years | $ | 1,447 | $ | 1,407 | $ | 1,307 | $ | 794 | $ | 1,447 | $ | 1,307 | $ | 1,307 | $ | 794 | ||||||||||||||||
| 10 Years | $ | 2,476 | $ | 2,609 | $ | 2,794 | $ | 1,743 | $ | 2,476 | $ | 2,609 | $ | 2,794 | $ | 1,743 | ||||||||||||||||
Santa Barbara Asset Management, LLC (“SBAM”): Santa Barbara Dividend Growth Fund, Santa Barbara Global Dividend Growth Fund and Santa Barbara International Dividend Growth Fund.
Symphony Asset Management LLC (“Symphony”): Symphony Dynamic Equity Fund, Symphony International Equity Fund, Symphony Large-Cap Growth Fund, Symphony Low Volatility Equity Fund, Symphony Mid-Cap Core Fund, Symphony Small Cap Core Fund, Symphony Credit Opportunities Fund, Symphony Dynamic Credit Fund, Symphony Floating Rate Income Fund and Symphony High Yield Bond Fund.
Tradewinds Global Investors, LLC (“Tradewinds”) (together: Tradewinds Value Opportunities Fund, Tradewinds Emerging Markets Fund, Tradewinds Global All-Cap Fund, Tradewinds International Value Fund and Tradewinds Japan Fund.
Winslow Capital Management, LLC (“Winslow”): Winslow Large-Cap Growth Fund.
The date of each Original Sub-Advisory Agreement and the date it was last approved by shareholders and approved for continuance by the Board are provided inAppendix D.
As with R&T,the Original Investment Management Agreements, each Original Sub-Advisory Agreement, as required by Section 15 of the 1940 Act, provides for its automatic termination in the
11
event of its assignment. The completion of the Transaction will result in a “Sub-Adviser”).
In anticipation of the Transaction, the Board of each Trust met at a series of joint meetings, including meetings of the full Board and meetings of the Independent Board Members separately, commencing in February 2014 and concluding at the Board’s April 30, 2014 in person meeting for purposes of, among other things, considering whether it would be in the best interests of each Fund to approve a new sub-advisory agreementsagreement between Nuveen Fund Advisors and the Sub-Adviser (each a “Current“New Sub-Advisory Agreement” and collectively, the “Current“New Sub-Advisory Agreements”) with NWQ and Tradewinds.. The Current Sub-Advisory Agreements dated November 13, 2007 were last approved by shareholders at a meeting held on October 12, 2007 relating to a changeform of control of NAM. For the reasons described above, shareholders are being asked to approve a sub-advisory agreement between NAM and R&T (the “R&T Sub-Advisory Agreement”). If shareholders approve the R&TNew Sub-Advisory Agreement R&T will replace NWQ and Tradewinds with respect to the day-to-day management of the Fund’s portfolio.
The 1940 Act requires that the R&Teach New Sub-Advisory Agreement be approved by that Fund’s shareholders of the Fundin order for it to become effective. ForAt the April 30, 2014 Board meeting, and for the reasons discussed below (see “Board Considerations”), the Board of each Trust, including a majority of the Independent Board Members, who are not parties tounanimously approved the R&Tcontinuation of the Original Sub-Advisory Agreement and who are not “interested persons” (as defined inapproved the 1940 Act)New Sub-Advisory Agreement on behalf of each Fund and unanimously recommended approval of the Fund, NAM or R&T (the “Independent Board Members”), has approved, and recommended that shareholders approve, the R&TNew Sub-Advisory Agreement for the Fund. If approved by shareholders in order to assure continuity of investment advisory services to the R&TFund after the Transaction.
Because each New Sub-Advisory Agreement, like each Original Sub-Advisory Agreement, is anticipated tobetween the Adviser and the Sub-Adviser, a Fund’s New Sub-Advisory Agreement will not take effect on or about August 1, 2008 anduntil the Current Sub-Advisory Agreements would terminate. New Investment Management Agreement for such Fund has been approved by shareholders.
In the event that shareholders of a Fund do not approve the R&TNew Investment Management Agreement and New Sub-Advisory Agreement no changesat the Meeting or any adjournment, postponement or delay thereof prior to the closing of the Transaction, an interim sub-advisory agreement between the Adviser and the applicable Sub-Adviser (each an “Interim Sub-Advisory Agreement” and collectively, the “Interim Sub-Advisory Agreements”) will take effect upon the closing of the Transaction. At the April 30, 2014 meeting, each Board, including the Independent Board Members, also unanimously approved an Interim Sub-Advisory Agreements for each Fund in order to assure continuity of advisory services to the Funds after the Transaction. The terms of each Interim Sub-Advisory Agreement are substantially identical to those of the Original Sub-Advisory Agreements and New Sub-Advisory Agreements, except for the term and escrow provisions described below. The Interim Sub-Advisory Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the “150-day period”) or when shareholders of a Fund approve the New Investment Management Agreement and New Sub-Advisory Agreement. Pursuant to Rule 15a-4 under the 1940 Act, compensation earned by a Sub-Adviser under an Interim Sub-Advisory Agreement will be madeheld in an interest-bearing escrow account. If shareholders of a Fund approve the New Investment Management Agreement and New Sub-Advisory Agreement prior to the Fund’s investment strategy, objective or policies,end of the Fund will continue to be managed by NWQ and Tradewinds150-day period, the amount held in the escrow account under the CurrentInterim Sub-Advisory Agreements,Agreement will be paid
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to the Sub-Adviser. If shareholders of a Fund do not approve the New Investment Management Agreement and New Sub-Advisory Agreement prior to the end of the 150-day period, the Board will take such further action as it deems to be in the best interests of the Fund. The formFund, and the Sub-Adviser will be paid the lesser of its costs incurred in performing its services under the R&TInterim Sub-Advisory Agreement is attached hereto as Appendix B.
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The terms of the Current Sub-Advisory Agreements and the R&Teach New Sub-Advisory Agreement, including fees payable to the Sub-Adviser by Nuveen Fund Advisors thereunder, are substantially similar,identical to those of the Original Sub-Advisory Agreement, except for the date of effectiveness andeffectiveness. There is no change in the fee rate payable by NAMNuveen Fund Advisors to R&T. The R&T Sub-Advisory Agreement is a new agreement and has not previously been approved by shareholders of the Fund.Sub-Adviser. If approved by shareholders of thea Fund, the R&TNew Sub-Advisory Agreement for the Fund will expire on August 1, 2009,2015, unless continued. The R&TEach New Sub-Advisory Agreement will continue in effect from year to year thereafter if such continuance is approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder.
Advisory Services. The advisory services to be provided by the Sub-Adviser to each Fund under the New Sub-Advisory Agreements will be identical to those advisory services currently provided by the Sub-Adviser to each Fund under the Original Sub-Advisory Agreements. Both the CurrentOriginal Sub-Advisory Agreements and the R&TNew Sub-Advisory AgreementAgreements provide that the Sub-Adviser will furnish an investment program in respect of, make investment decisions for and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolio allocated by NAMthe Adviser to the Sub-Adviser, all on behalf of the Fund and subject to oversight of the Trust’s Board and NAM. Underthe Adviser. In performing its duties under both the CurrentOriginal Sub-Advisory Agreements and the R&TNew Sub-Advisory Agreement,Agreements, the Sub-Adviser will monitor the Fund’s investments and will comply with the provisions of the Trust’s Declaration of Trust and By-LawsFund’s organizational documents and the stated investment objective,objectives, policies and restrictions of the Fund.
Brokerage. Both the Original Sub-Advisory Agreements and the R&TNew Sub-Advisory Agreement, NAM pays the Sub-Adviser a portfolio management fee out of the investment management fee it receives from the Fund. If the investment strategy changes described in the Introduction are implemented, NAM will reduce the investment management fee it charges to the Fund such that NAM will receive an annual fee equal to 0.15% of the average daily net assets of the Fund. Under the R&T Sub-Advisory Agreement, NAM will pay R&T an annual portfolio management fee equal to 0.075% of average daily net assets of the Fund. The annual rate of portfolio management fees payable to NWQ and Tradewinds under the Current Sub-Advisory
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| Fees Paid to the | ||||
| Sub-Adviser During | ||||
| Fee Rate | Last Fiscal Year | |||
| 50% of the advisory fee paid to NAM for its service to the Fund (net of any waivers, reimbursement payments, supermarket fees and alliance fees waived, reimbursed or paid by NAM in respect of the Fund) | $ | 38,582 | ||
| Fees Paid to the | ||||
| Sub-Adviser During | ||||
| Fee Rate | Last Fiscal Year | |||
| 50% of the advisory fee paid to NAM for its service to the Fund (net of any waivers, reimbursement payments, supermarket fees and alliance fees waived, reimbursed or paid by NAM in respect of the Fund) | $ | 38,582 | ||
Fees. Under both the CurrentOriginal Sub-Advisory Agreements and New Sub-Advisory Agreements, the Adviser pays the Sub-Adviser a portfolio management fee out of the investment management fee it receives from the Fund. The rate of the portfolio management fees payable by the Adviser to the Sub-Adviser under the New Sub-Advisory Agreements is identical to the rate of the fees paid under the Original Sub-Advisory Agreements. The annual rate of portfolio management fees payable to the Sub-Adviser under the Original Sub-Advisory Agreements and the R&TNew Sub-Advisory Agreements and the fees paid by the Adviser to the Sub-Adviser with respect to each Fund during each Fund’s last fiscal year are set forth inAppendix E.
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Payment of Expenses. Under each Original Sub-Advisory Agreement and New Sub-Advisory Agreement, the Sub-Adviser agrees to pay all expenses it incurs in connection with its activities under the Agreementagreement other than the cost of securities (including any brokerage commissions) purchased for the Fund.
Limitation on Liability.Liability. The CurrentOriginal Sub-Advisory Agreements and the R&TNew Sub-Advisory AgreementAgreements provide that the Sub-Adviser will not be liable for, and NAMthe Adviser will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the performance of the Sub-Adviser’s duties under the Agreement,agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of duties under the Agreement,agreement, or by reason of its reckless disregard of its obligations and duties under the Agreement.
Termination.Continuance. The CurrentOriginal Sub-Advisory AgreementsAgreement of each Fund originally was in effect for an initial term and could be continued thereafter for successive one-year periods if such continuance was specifically approved at least annually in the R&Tmanner required by the 1940 Act. If the shareholders of a Fund approve the New Sub-Advisory Agreement for that Fund, the New Sub-Advisory Agreement will expire on August 1, 2015, unless continued. Thereafter, the New Sub-Advisory Agreement may be continued for successive one-year periods if approved at least annually in the manner required by the 1940 Act.
Termination. The Original Sub-Advisory Agreement and New Sub-Advisory Agreement for each Fund provide that the Agreementagreement may be terminated at any time without the payment of any penalty by either party on sixty (60) days’ written notice. The CurrentOriginal Sub-Advisory AgreementsAgreement and the R&TNew Sub-Advisory Agreement may also be terminated by thewith respect to a Fund by action of the Trust’s Board or by a vote of a majority of the outstanding voting securities of thethat Fund, accompanied by 60 days’ written notice.
The Current Sub-Advisory Agreements and the R&TOriginal Sub-Advisory Agreement and New Sub-Advisory Agreement for each Fund are also terminable with respect to that Fund at any time without the payment of any penalty, by NAM,the Adviser, the Board or by vote of a majority of the outstanding voting securities of thethat Fund in the event that it is established by a court of competent jurisdiction that the Sub-Adviser or any of its officers or directors has taken any action that results in a breach of the representationscovenants of the Sub-Adviser set forth in the
10Information About Sub-Advisers
NAM. NAM is an affiliate of Nuveen Fund Advisors and serves as investment sub-adviser to each Fund other than NWQ Global Equity Fund, NWQ Global Equity Income Fund, NWQ Large-Cap Value Fund, NWQ Multi-Cap Value Fund, NWQ Small/Mid-Cap Value Fund, NWQ Small-Cap Value Fund, Tradewinds Value Opportunities Fund, Santa Barbara Dividend Growth Fund, Santa Barbara Global Dividend Growth Fund, Santa Barbara International Dividend Growth Fund, Symphony Dynamic Equity Fund, Symphony International Equity Fund, Symphony Large-Cap Growth Fund, Symphony Low Volatility Equity Fund, Symphony Mid-Cap Core Fund, Symphony Small Cap Core Fund, Tradewinds Emerging Markets Fund, Tradewinds Global All-Cap Fund, Tradewinds International Value Fund, Trade Winds Japan, Winslow Large-Cap Growth Fund, Symphony Credit Opportunities Fund, Symphony Dynamic Credit Fund, Symphony Floating Rate Income Fund, Symphony High Yield Bond Fund, and NWQ Flexible Income Fund. NAM
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is organized as a Delaware limited liability company, and its sole managing member is Nuveen Fund Advisors, a wholly-owned subsidiary of Nuveen. The business address of NAM is 333 West Wacker Drive, Chicago, Illinois 60606.
NWQ. NWQ is an affiliate of Nuveen Fund Advisors and serves as investment sub-adviser to NWQ Global Equity Fund, NWQ Global Equity Income Fund, NWQ Large-Cap Value Fund, NWQ Multi-Cap Value Fund, NWQ Small/Mid-Cap Value Fund, NWQ Small-Cap Value Fund and NWQ Flexible Income Fund. NWQ is organized as a Delaware limited liability company, and its sole managing member is a wholly-owned subsidiary of Nuveen. NWQ’s approach to investing is based upon a bottom-up, fundamental approach. NWQ is led by a senior investment team with an average of 19 years of analytical experience. The business address of NWQ is 2049 Century Park East, Suite 1600, Los Angeles, California 90067.
SBAM. SBAM is an affiliate of Nuveen Fund Advisors and serves as investment sub-adviser to Santa Barbara Dividend Growth Fund, Santa Barbara Global Dividend Growth Fund and Santa Barbara International Dividend Growth Fund. SBAM is organized as a Delaware limited liability company, and its sole managing member is a wholly-owned subsidiary of Nuveen. SBAM was founded in 1987 and specializes in fundamental, bottom-up research to select growth companies. The business address of SBAM is 2049 Century Park East, Los Angeles, California 90067.
Symphony. Symphony is an affiliate of Nuveen Fund Advisors and serves as investment sub-adviser to Symphony Dynamic Equity Fund, Symphony International Equity Fund, Symphony Large-Cap Growth Fund, Symphony Low Volatility Equity Fund, Symphony Mid-Cap Core Fund, Symphony Small Cap Core Fund, Symphony Credit Opportunities Fund, Symphony Dynamic Credit Fund, Symphony Floating Rate Income Fund and Symphony High Yield Bond Fund. Symphony is organized as a California limited liability company, and its sole managing member is a wholly-owned subsidiary of Nuveen. Founded in 1994, Symphony invests opportunistically across the capital structure from senior secured debt to common equity, Symphony has the expertise and flexibility to deliver customized investment solutions to its global investor base. Symphony is headquartered in San Francisco, California with offices in New York. The business address of Symphony is 555 California Street, San Francisco, California 94104.
Tradewinds. Tradewinds is an affiliate of Nuveen Fund Advisors and serves as investment sub-adviser to Tradewinds Value Opportunities Fund, Tradewinds Emerging Markets Fund, Tradewinds Global All-Cap Fund, Tradewinds International Value Fund and Tradewinds Japan Fund. Tradewinds is organized as a Delaware limited liability company, and is an indirect subsidiary of Nuveen. Tradewinds specializes in global and international equity investing. The business address of Tradewinds is 2049 Century Park East, 20th Floor, Los Angeles, CA 90067.
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Winslow. Winslow is an affiliate of Nuveen Fund Advisors and serves as investment sub-adviser to Winslow Large-Cap Growth Fund. Winslow is organized as a Delaware limited liability company, and its sole managing member is a wholly-owned subsidiary of Nuveen. Winslow Capital Management was founded in 1992 and specializes in managing large cap growth stock portfolios. The business address of Winslow is 4720 IDS Tower, 80 South Eighth Street, Minneapolis, Minnesota 55402.
Additional Information.Appendix F includes the advisory fee rates and net assets of registered investment companies, other than funds in the Nuveen fund complex, advised by each Sub-Adviser with similar investment objectives to the Funds the Sub-Adviser sub-advises.
Certain information regarding the executive officer and directors of each Sub-Adviser is set forth inAppendix G.
Termination or Transfer of Sub-Advisory Agreements. With respect to Growth Fund, Global Growth Fund, Equity Long/Short Fund and International Growth Fund, on November 12-14, 2012, the Board approved the transfer of the sub-advisory agreement for each such Fund from SBAM to NAM to be effective on March 1, 2013 as part of a reorganization of certain SBAM personnel to NAM.
With respect to Large Cap Value Fund, on April 17-18, 2013, the Board approved the termination of sub-advisory agreements with Symphony and Institutional Capital LLC. Effective June 24, 2013, the Adviser terminated its sub-advisory agreements with Symphony and Institutional Capital LLC, and NAM continued to manage the Fund’s investment portfolio as the sole Sub-Adviser.
Affiliated Brokerage and Other Fees
No Fund paid brokerage commissions within the last fiscal year to (i) any broker that is an affiliated person of such Fund or an affiliated person of such person, or (ii) any broker an affiliated person of which is an affiliated person of such Fund, the Adviser or any Sub-Adviser of such Fund.
During each Fund’s last fiscal year, no Fund made any material payments to the Adviser or Sub-Adviser to such Fund or any affiliated person of the Adviser or Sub-Adviser to such Fund for services provided to the Fund (other than pursuant to the Original Investment Management Agreement or Original Sub-Advisory Agreement will automatically terminateor fees paid to the Distributor as described herein).
Shareholder Approval
To become effective with respect to a particular Fund, the New Sub-Advisory Agreement must be approved by a vote of a majority of the outstanding voting securities of the Fund, with all classes of shares voting together as a single class. The “vote of a majority of the outstanding voting securities” is defined in the event1940 Act as the lesser of an assignment.
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Each New Sub-Advisory Agreement was approved for the Fund by the Board after consideration of all factors which it determined to be relevant to its deliberations, including those discussed below. The Board of each Fund also determined to submit the R&TFund’s New Sub-Advisory AgreementAgreement(s) for consideration by the shareholders of the Fund.
The Board of each Fund unanimously recommends that shareholders of the Fund vote FOR approval of the R&TFund’s New Sub-Advisory Agreement.
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Board ConsiderationsBOARD CONSIDERATIONS
| I. | The Approval Process |
The Board of each Fund, including the Independent Board Members, is responsible for overseeing the performance of the investment advisersAdviser andSub-Adviser(s) to the respective Fund and determining whether to approve or continue such Fund’s Original Investment Management Agreement and OriginalSub-Advisory Agreement(s) (collectively, the Fund’s“Original Advisory Agreements”). Pursuant to the 1940 Act, each Board is required to consider the continuation of the Original Advisory Agreements on an annual basis. In addition, prior to its annual review, the Board Members were advised of the potential acquisition of Nuveen byTIAA-CREF. For purposes of this section, references to “Nuveen” herein include all affiliates of Nuveen providing advisory, arrangements, including sub-advisory, arrangements. At a distribution or other services to the Funds and references to the “Board” refer to the Board of each Fund. In accordance with the 1940 Act and the terms of the Original Advisory Agreements, the completion of the Transaction would terminate each of the Original Investment Management Agreements and OriginalSub-Advisory Agreements. Accordingly, at anin-person meeting held on April 23, 200830, 2014 (the “April Meeting”), the Board, including all of the Independent Board Members, performed its annual review of the Original Advisory Agreements and approved the continuancecontinuation of the investment management agreement betweenOriginal Advisory Agreements for the Fund and NAM (the “Advisory Agreement”) and the R&T Sub-Advisory Agreement. NAM and R&T are referred to occasionally throughout this section each as a “Fund Adviser” and together as the “Fund Advisers.”
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Leading up to |
18
to discuss, among other things: the governance of the Fund Advisers following the Transaction; the background, culture (including with respect to regulatory and compliance matters) and resources ofTIAA-CREF; the general plans and intentions ofTIAA-CREF for Nuveen; the terms and conditions of the Transaction (including financing terms); any benefits or detriments the Transaction may impose on the Funds,TIAA-CREF or the Fund Advisers; the reaction from Fund Advisers’ employees knowledgeable of the Transaction; the incentive and retention plans for key personnel of Fund Advisers; the potential access to additional distribution platforms and economies of scale; and the impact of any additional regulatory schemes that may be applicable to the Funds given the banking and insurance businesses operated in determining whethertheTIAA-CREF enterprise. As part of its review, the Board also held a separate meeting on April15-16, 2014 to review the Funds’ investment company boards of directors have fulfilled their dutiesperformance and factors to be consideredconsider an analysis provided by the Board in voting on advisory contracts. As outlined in more detail below,Adviser of eachSub-Adviser, the Transaction and its implications to the Funds. During their review of the materials and discussions, the Independent Board Members presented the Adviser with questions and the Adviser responded. Further, the Independent Board Members met in executive session with independent legal counsel on April 29, 2014 and April 30, 2014.
In connection with their review of the Original Advisory Agreements and the New Advisory Agreements, the Independent Board Members received extensive information regarding the Funds and Fund Advisers including, among other things: the nature, extent and quality of services provided by a Fund Adviser; the organization and operations of any Fund Adviser; the expertise and background of relevant personnel of the Fund Adviser; a review of the applicable Fund’s performance (including performance comparisons against the performance of peer groups and appropriate benchmarks); a comparison of Fund fees and expenses relative to peers; a description and assessment of shareholder service levels for the Funds; a summary of the performance of certain service providers; a review of fund initiatives and shareholder communications; and an analysis of the Adviser’s profitability with comparisons to peers in the managed fund business. In light of the proposed Transaction, the Independent Board Members, through their independent legal counsel, also requested in writing and received additional information regarding the proposed Transaction and its impact on the provision of services by the Fund Advisers.
The Independent Board Members received, well in advance of the April Meeting, materials which responded to the request for information regarding the Transaction and its impact on Nuveen and the Funds including, among other things: the structure and terms of the Transaction; the impact of the Transaction on Nuveen, its operations and the nature, quality and level of services provided to the Funds, including, in particular, any changes to those services that the Funds may experience following the Transaction; the strategic plan for Nuveen, including any financing arrangements following the Transaction and anycost-cutting efforts that may impact services; the organizational structure ofTIAA-CREF, including the governance structure of Nuveen following the Transaction; any anticipated effect on each Fund’s expense ratios (including changes to advisory andsub-advisory fees) and economies of scale that may be expected; any benefits or conflicts of interest thatTIAA-CREF, Nuveen or their affiliates can expect from the Transaction; any benefits or undue burdens or other negative implications that may be imposed on the Funds as a result of the Transaction; the impact on Nuveen or the Funds as a result of being subject to additional regulatory schemes thatTIAA-CREF must comply with in operating its various businesses; and the costs associated with obtaining necessary shareholder approvals and the bearer of such costs. The Independent Board Members also received a memorandum describing the applicable laws, regulations and duties in approving advisory contracts, including in conjunction with a change of control, from their independent legal counsel.
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The materials and information prepared in connection with the review of the Original Advisory Agreements and New Advisory Agreements supplemented the information and analysis provided to the Board during the year. In this regard, throughout the year, the Board, acting directly or through its committees, regularly reviewed the performance and various services provided by the Adviser and applicableSub-Adviser. The Board met at least quarterly as well as at other times as the need arose. At its quarterly meetings, the Board reviewed reports by the Adviser regarding, among other things, Fund performance, Fund expenses, premium and discount levels ofclosed-end funds, the performance of the investment teams and compliance, regulatory and risk management matters. In addition to regular reports, the Adviser provided special reports to the Board or a committee thereof from time to time to enhance the Board’s understanding of various topics that impact some or all the Nuveen funds (such as distribution channels, oversight of omnibus accounts and leverage management topics), to update the Board on regulatory developments impacting the investment company industry or to update the Board on the business plans or other matters impacting the Adviser. The Board also met with key investment personnel managing certain Nuveen fund portfolios during the year.
In addition, the Board has created several standing committees (the Executive Committee; the Dividend Committee; the Audit Committee; the Compliance, Risk Management and Regulatory Oversight Committee; the Nominating and Governance Committee; theOpen-End Funds Committee; and theClosed-End Funds Committee). TheOpen-End Funds Committee andClosed-End Funds Committee are intended to assist the full Board in monitoring and gaining a deeper insight into the distinctive business practices ofclosed-end andopen-end funds. These two Committees have met prior to each quarterly Board meeting, and the Adviser provided presentations to these Committees permitting them to delve further into specific matters or initiatives impacting the respective product line.
Further, the Board continued its program of seeking to have the Board Members or a subset thereof visit eachsub-adviser to the Nuveen funds and meet key investment and business personnel at least once over a multiple year rotation. In this regard, the Independent Board Members made site visits to Gresham in June 2013, Winslow and certain NAM equity and fixed income teams in September 2013 and certain teams of Tradewinds, NWQ and SBAM in October 2013. In addition, they met with the NAM municipal team at the August and November 2013 quarterly meetings.
The Board considered the information provided and knowledge gained at these meetings and visits during the year when performing its annual review of the Original Advisory Agreements and its review of the New Advisory Agreements. The Independent Board Members also were assisted throughout the process by independent legal counsel. During the course of the year and during their deliberations regarding the review of advisory contracts, the Independent Board Members met with independent legal counsel in executive sessions without management present. In addition, it is important to recognize that the management arrangements for the Funds are the result of many years of review and discussion between the Independent Board Members and Fund management and that the Board Members’ conclusions may be based, in part, on their consideration of fee arrangements and other factors developed in previous years.
The Board considered all factors theyit believed relevant with respect to theeach Fund, including, the following:among other things: (a) the nature, extent and quality of the services to be provided by the Fund Advisers;Advisers, (b) the investment performance informationof the Funds and Fund Advisers, (c) the advisory fees
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and costs of the services to be provided to the Funds and the profitability of the Fund (as described below); (c) the profitability of Nuveen and its affiliates;Advisers, (d) the extent to whichof any economies of scale, would be realized as(e) any benefits derived by the Fund grows;Advisers from the relationship with the Funds and (e) whether fee levels reflect these economies of scale for(f) other factors. With respect to the benefit of Fund investors. In addition,New Advisory Agreements, the Board met regularly throughoutalso considered the yearTransaction and its impact on the foregoing factors. Each Board Member may have accorded different weight to oversee the Fund.various factors in reaching his or her conclusions with respect to a Fund’s Original Advisory Agreements and New Advisory Agreements. The Independent Board Members relied upon their knowledge resulting from their meetings and interactions with NAM in evaluatingdid not identify any single factor as all-important or controlling. The Independent Board Members’ considerations were instead based on a comprehensive consideration of all the Fund’s advisory arrangements. It is with this background thatinformation presented. The principal factors considered by the Board considered each advisory agreement for the Fund.
| A. | |
| Nature, Extent and Quality of Services |
1. The Original Advisory Agreements
In considering the renewal of the Original Advisory Agreement and approval ofAgreements, the R&T Sub-Advisory Agreement, theIndependent Board Members considered the nature, extent and quality of the respective Fund Adviser’s services, including portfolio management services (and the resulting Fund performance) and administrative services. In this regard, as NAM already serves as adviserThe Independent Board Members further considered the overall reputation and capabilities of the Adviser and its affiliates, the commitment of the Adviser to other Nuveen funds overseenprovide high quality service to the Funds, their overall confidence in the capability and integrity of the Adviser and its staff and the Adviser’s responsiveness to questions and concerns raised by thethem. The Independent Board the Board has a good understanding of NAM’s organization, operations and personnel. At the April Meeting or at prior meetings, the BoardMembers reviewed materials outlining, among other things, eachthings: the Fund Adviser’s organization and business; the types of services that eachthe Fund Adviser or its affiliates will provide to the Funds; the performance record of the applicable Fund (as described in further detail below); and any initiatives Nuveen had taken for the applicableopen-end orclosed-end fund product line.
In considering the services provided by the Fund Advisers, the Board recognized that the Adviser provides a myriad of investment management, administrative, compliance, oversight and other services for the Funds, and the applicableSub-Adviser(s) generally provide the portfolio advisory services to the Funds under the revised investment
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regulatory requirements and compliance thereof; and maintaining applicable registrations); and (f) investment services (such as overseeing and reviewingsub-advisers and their investment teams; analyzing performance of the funds; overseeing investment and risk management; overseeing the daily valuation process for portfolio securities and developing and recommending valuation policies and methodologies and changes thereto; and participating in fund development, leverage management, and the development of investment policies and parameters).
In its review, the Board also considered the new services, provided byinitiatives or other changes adopted since the adviserslast advisory contract review that were designed to enhance the services and support the Adviser provides to the Underlying Funds underNuveen funds. The Board recognized that some initiatives are amulti-year process. In reviewing the activities of 2013, the Board recognized that the year reflected the Adviser’s continued focus on fund rationalization for bothclosed-end andopen-end funds, consolidating certain funds through mergers that were designed to improve efficiencies and economies of scale for shareholders, repositioning various funds through updates in their advisory contracts.investment policies and guidelines with the expectation of bringing greater value to shareholders, and liquidating certain funds. As in the past, the Board recognized the Adviser’s significant investment in its technology initiatives, including the continued progress toward a central repository for fund and other Nuveen product data and implementing a data system to support the risk oversight group enabling it to provide more detailed risk analysis for the Funds. The Board noted the new data system has permitted morein-depth analysis of the investment risks of the funds and across the complex providing additional feedback and insights to the investment teams and more comprehensive risk reporting to the Board. The Adviser also conducted several workshops for the Board regarding the new data system, including explaining the risk measures being applied and their purpose. The Board also recognized the enhancements in the valuation group within the Adviser, including centralizing the fund pricing process within the valuation group, trending to more automated and expedient reviews and continuing to expand its valuation team. The Board further noted that NAM recommended R&T and considered the basis for such recommendation.
In addition to the foregoing actions, the Board also considered other initiatives related to theopen-end funds including, among other things: the continued focus on enhancing the product line through the development of new funds, including the development of alternative strategies reflecting trends in the industry; the enhanced support provided to the Board by providing comprehensivein-depth presentations to theOpen-End Funds Committee; and the development of a new class of shares for certain funds.
As noted, the Adviser also oversees theSub-Advisers who provide the portfolio advisory services to the Funds. In reviewing the portfolio advisory services provided to each Fund, the Nuveen Investment Services Oversight Team of the Adviser analyzes the performance of the applicableSub-Adviser(s) and may recommend changes to the investment team or investment strategies as appropriate. In assisting the Board’s review of theSub-Advisers, the Adviser provides a report analyzing, among other things, eachSub-Adviser’s investment team and changes thereto, organization and history, assets under management, the investment team’s philosophy and strategies in managing the Fund, developments affecting the applicableSub-Adviser(s) or Fund and their performance (or the portion of the Fund’s portfolio allocated to the respectiveSub-Adviser). In their review of theSub-Advisers, the Independent Board
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Members considered, among other things, the experience and qualifications of the relevant investment personnel, their investment philosophy and strategies, theSub-Advisers’ organization and stability, their capabilities and any initiatives taken or planned to enhance their current capabilities or support potential growth of business and, as outlined in further detail below, the performance of the Fund for which theSub-Adviser serves as such. The Independent Board Members also reviewed portfolio manager compensation arrangements to evaluate each Fund Adviser’s ability to attract and retain high quality investment personnel, preserve stability, and reward performance while not providing an inappropriate incentive to take undue risks.
Given the importance of compliance, the Independent Board Members also considered Nuveen’s compliance program, including the qualityreport of any administrative or non-advisory services provided. With respectthe chief compliance officer regarding the Nuveen funds’ compliance policies and procedures; the resources dedicated to NAM,compliance; the record of compliance with the policies and procedures; and its supervision of the Funds’ service providers. The Board recognized Nuveen’s commitment to compliance and strong commitment to a culture of compliance. Given the Adviser’s emphasis on monitoring investment risk, the Board noted that NAM and its affiliates provide the Fund with a wide variety of services and officers and other personnel as are necessary for the operations of the Fund, including, among other things: product management, fund administration, oversight of shareholder services and other fund service providers (including R&T), administration of Board relations, regulatory and portfolio compliance and legal support. With respect to R&T, thehas also appointed two Independent Board Members noted thatas point persons to review and keep the R&T Sub-Advisory Agreement was essentially an agreement for portfolio management services onlyBoard apprised of developments in this area and R&T was not expected to supply other significant administrative services to the Fund.
Based on their review, the Independent Board Members found that, overall, the nature, extent and quality of services provided to the respective Funds under each applicable Original Advisory Agreement were satisfactory.
2. The New Advisory Agreements
In evaluating the nature, quality and extent of the services expected to be provided by the Fund Advisers under the applicable New Investment Management Agreement or NewSub-Advisory Agreement, the Board Members concluded that no diminution in the nature, quality and extent of services provided to the Funds and their shareholders by the respective Fund Advisers is expected as a result of the Transaction. In making their determination, the Independent Board Members considered, among other things: the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of the respective Fund Adviser; the ability of the Fund Adviser to perform its duties after the Transaction, including any changes to the level or quality of services provided to the Funds; the potential implications of any additional regulatory requirements imposed on the Fund Adviser or Funds following the Transaction; and any anticipated changes to the investment and other practices of the Funds.
The Board noted that the terms of each New Investment Management Agreement, including the fees payable thereunder, are substantially identical to those of the Original Investment Management Agreement relating to the same Fund. Similarly, the terms of each NewSub-Advisory Agreement, including fees payable thereunder, are substantially identical to those of the OriginalSub-Advisory Agreement relating to the same Fund. The Board considered that the services to be provided and the standard of care under the New Investment Management Agreements and the NewSub-Advisory Agreements are the same as the corresponding original agreements. The Board Members noted the Transaction also does not alter the allocation of responsibilities between the Adviser andSub-Adviser(s). The respectiveSub-Adviser for the applicable Funds will continue to furnish an investment program in respect of, make investment decisions for and place all orders for the purchase and sale of securities
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for the portion of the Fund’s investment portfolio allocated by the Adviser to the respectiveSub-Adviser, all on behalf of the applicable Fund and subject to oversight of the Board and the Adviser. The Board noted thatTIAA-CREF did not anticipate any material changes to the advisory, sub-advisory or other services provided to the Funds as a result of the Transaction. The Independent Board Members recognized that there were not any planned “cost cutting” measures that could be expected to reduce the nature, extent or quality of services. The Independent Board Members further noted that there were currently no plans for material changes to senior personnel at Nuveen or key personnel who provide services to the Funds and the Board following the Transaction. The key personnel who have responsibility for the Funds in each area, including portfolio management, investment oversight, fund management, fund operations, product management, legal/compliance and board support functions, are expected to be the same following the Transaction, although such personnel may have additional reporting requirements toTIAA-CREF. The Board also considered the anticipated incentive plans designed to retain such key personnel. Notwithstanding the foregoing, the Board Members recognized that personnel changes may occur in the future as a result of normal business developments or personal career decisions.
The Board Members also considered Nuveen’s proposed governance structure following the Transaction and noted that Nuveen was expected to remain astand-alone business within theTIAA-CREF enterprise and operate relatively autonomously from the otherTIAA-CREF businesses, but would receive the general support and oversight from certainTIAA-CREF functional groups (such as legal, finance, internal audit, compliance, and risk management groups). The Board recognized, however, that Nuveen may be subject to additional reporting requirements as it keepsTIAA-CREF abreast of developments affecting the Nuveen business, may be required to modify certain of its reports, policies and procedures as necessary to conform to the practices followed in theTIAA-CREF enterprise, and may need to collaborate withTIAA-CREF with respect to strategic planning for its business.
In considering the implications of the Transaction, the Board Members also recognized the reputation and size ofTIAA-CREF and the benefits that the Transaction may bring to the Funds and Nuveen. In this regard, the Board recognized, among other things, that the increased resources and support that may be available to Nuveen fromTIAA-CREF and the improved capital structure of Nuveen Investments, Inc. (the parent of the Adviser) that would result from the significant reduction in its debt level may reinforce and enhance Nuveen’s ability to provide quality services to the Funds and to invest further into its infrastructure.
Further, with the consummation of the Transaction, the Board recognized the enhanced distribution capabilities for the Funds as the Funds may gain access toTIAA-CREF’s distribution network, particularly throughTIAA-CREF’s retirement platform and institutional client base. The Board also considered that investors inTIAA-CREF’s retirement platform may choose to roll their investments as they exit their retirement plans into the Funds. The Independent Board Members recognized the potential cost savings to the benefit of all shareholders of the Funds from reduced expenses as assets in the Nuveen fund complex rise pursuant to thecomplex-wide fee arrangement described in further detail below.
Based on their review, the Independent Board Members found that the expected nature, extent and quality of services to be provided to the Fundrespective Funds under theeach applicable New Advisory Agreement were satisfactory and Sub-Advisory Agreement were satisfactory.
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| B. | |
| The Investment Performance of the Funds and Fund Advisers |
1. The Original Advisory Agreements
The Board, including the Independent Board Members, considered the performance history of each Fund over various time periods. The Board reviewed reports, including an analysis of the Funds’ performance and the applicable investment team. In considering a Fund’s performance, the Board recognized that a Fund’s performance can be reviewed through various measures including the Fund’s pastabsolute return, the Fund’s return compared to the performance record. There is, however, no record of other peer funds, and the Fund’s performance undercompared to its modifiedrespective benchmark. Accordingly, the Board reviewed, among other things, each Fund’s historic investment strategy.performance as well as information comparing the Fund’s performance information with that of other funds (the “Performance Peer Group”) and with recognized and/or customized benchmarks (i.e., generally benchmarks derived from multiple recognized benchmarks) for the quarter,one-,three- andfive-year periods ending December 31, 2013, as well as performance information reflecting the first quarter of 2014 (or for such shorter periods available for Funds that did not exist for part of the foregoing time frame). This information supplemented the Fund performance information provided to the Board at each of its quarterly meetings.
In evaluating performance, the Board recognized several factors that may impact the performance data as well as the consideration given to particular performance data.
The performance data reflects a snapshot in time, in this case as of the end of the most recent calendar year or quarter. A different performance period, however, could generate significantly different results.
Long-term performance can be adversely affected by even one period of significant underperformance so that a single investment decision or theme has the ability to disproportionately affectlong-term performance.
The investment experience of a particular shareholder in the Funds will vary depending on when such shareholder invests in the applicable Fund, the class held (if multiple classes offered in a Fund) and the performance of the Fund (or respective class) during that shareholder’s investment period.
Open-end funds offer multiple classes and the performance of the various classes of a Fund should be substantially similar on a relative basis because all of the classes are invested in the same portfolio of securities and differences in performance among classes could be principally attributed to the variations in distribution and servicing expenses of each class.
The usefulness of comparative performance data as a frame of reference to measure a Fund’s performance may be limited because the Performance Peer Group, among other things, does not adequately reflect the objectives and strategies of the Fund, has a different investable universe, or the composition of the peer set may be limited in size or number as well as other factors. In this regard, the Board noted that the Adviser classified the Performance Peer Groups of the Nuveen funds from highly relevant to less relevant. For those Nuveen funds classified with the less relevant Performance Peer Groups, the Board considered a fund’s performance compared to its benchmark to help assess the fund’s comparative performance. A Nuveen fund was generally considered to have performed comparably to its benchmark if the fund’s performance was within
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certain thresholds compared to the performance of its benchmark and was considered to have outperformed or underperformed its benchmark if the fund’s performance was beyond these thresholds for theone- andthree-year periods, subject to certain exceptions.1 While the Board is cognizant of the relative performance of a fund’s peer set and/or benchmark(s), the Board evaluated fund performance in light of the respective fund’s investment objectives, investment parameters and guidelines and considered that the variations between the objectives and investment parameters or guidelines of the fund with its peers and/or benchmarks result in differences in performance results. |
With respect to any Nuveen funds for which the Board has identified performance concerns, the Board monitors such funds closely until performance improves, discusses with the Adviser the reasons for such results, considers those steps necessary or appropriate to address such issues, and reviews the results of any efforts undertaken. The Board is aware, however, that shareholders chose to invest or remain invested in a fund knowing that the Adviser manages the fund and knowing the fund’s fee structure.
In considering the performance data for the Funds, the Independent Board Members noted the following:
Certain Funds had demonstrated generally favorable performance in comparison to peers. In this regard, the following Funds performed in the first or second quartile over various periods: Large Cap Value Fund; Equity Long/Short Fund; Global Growth Fund; NWQ Small/Mid-Cap Value Fund; NWQ Small-Cap Value Fund; International Growth Fund; Symphony Credit Opportunities Fund; Preferred Securities Fund; and Winslow Large-Cap Growth Fund. With respect to Large Cap Value Fund, the Board recognized that the changes to the sub-advisory arrangements approved at a meeting held in April 2013 may limit the usefulness of the past performance for such Fund prior to that time. In addition, for Equity Long/Short Fund, the Board recognized the changes to such Fund’s investment personnel and strategies in 2013 which limit some of the usefulness of such Fund’s historic performance.
Certain Funds had satisfactory performance compared to their peers. In this regard, Tradewinds Japan Fund, Symphony Low Volatility Equity Fund, Symphony International Equity Fund, NWQ Flexible Income Fund and Santa Barbara Dividend Growth Fund performed in the second or third quartile over various periods. NWQ Multi-Cap Value Fund and Tradewinds Value Opportunities Fund also had satisfactory performance. Although NWQ Multi-Cap Value Fund performed in the fourth quartile for thethree-year period, it performed in the second quartile in the one-year period and the third quartile in thefive-year period. Although Tradewinds Value Opportunities Fund performed in the fourth quartile for thethree-year period, it performed in the second quartile in theone-year period and the first quartile in thefive-year period.
Symphony Large-Cap Growth Fund lagged its peers somewhat in the shorter periods, but demonstrated more favorable performance in the longer periods. In this regard, although such Fund performed in the fourth quartile in the one-year period, it performed in the third quartile in the three-year period and the second quartile in the five-year period.
| The Board recognized that the Adviser considered a Fund to have outperformed or underperformed its benchmark if the Fund’s performance was higher or lower than the performance of the benchmark by the following thresholds: for open-end funds (+/- 100 basis points for equity funds excluding index funds; +/- 30 basis points for tax exempt fixed income funds; +/- 40 basis points for taxable fixed income funds) and for closed-end funds (assuming 30% leverage) (+/- 130 basis points for equity funds excluding index funds; +/- 39 basis points for tax exempt funds and +/- 52 basis points for taxable fixed income funds). |
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Growth Fund and Tradewinds International Value Fund lagged their respective peers over the longer periods, but had better performance in the shorter periods. In this regard, although Growth Fund was in the fourth quartile in the five-year period and underperformed its benchmark in thethree- and five-year periods, such Fund was in the third quartile in theone- andthree-year periods, provided comparable performance to its benchmark in theone-year period and good absolute return in theone-year period. Although Tradewinds International Value Fund was in the fourth quartile in the three- andfive-year periods, such Fund was in the third quartile and outperformed its benchmark in theone-year period.
Although NWQ Global Equity Income Fund did not have a Performance Peer Group assigned as it was not publicly offered at the time of the Board’s review, such Fund outperformed its benchmark in the one-year period and provided comparable performance to its benchmark in the three-year period. Additionally, the following Funds were relatively new with a shorter performance history available, thereby limiting the ability to make a meaningful assessment of performance: Concentrated Core Fund; Core Dividend Fund; Equity Market Neutral Fund; Global Tactical Opportunities Plus Fund; Global Total Return Bond Fund; Gresham Long/Short Commodity Strategy Fund; Gresham Diversified Commodity Strategy Fund; Large Cap Growth Fund; Large Cap Core Fund; Large Cap Core Plus Fund; Intelligent Risk Conservative Allocation Fund; Intelligent Risk Moderate Allocation Fund; Intelligent Risk Growth Allocation Fund; Santa Barbara Global Dividend Growth Fund; Santa Barbara International Dividend Growth Fund; Symphony Floating Rate Income Fund; Symphony High Yield Bond Fund; NWQ Global Equity Fund; Symphony Dynamic Equity Fund; Symphony Dynamic Credit Fund; and Symphony Small Cap Core Fund.
Tradewinds Emerging Markets Fund, Tradewinds Global All-Cap Fund, NWQ Large-Cap Value Fund and Symphony Mid-Cap Core Fund lagged their respective peers and/or benchmarks over various periods. In this regard, Tradewinds Emerging Markets Fund and NWQ Large-Cap Value Fund were in the fourth quartile and underperformed their respective benchmarks in theone-,three- andfive-year periods. In addition, Tradewinds Global All-Cap Fund was in the fourth quartile in theone- andthree-year periods and the third quartile in the five-year period and underperformed its benchmark in theone-,three- andfive-year periods. Finally, although SymphonyMid-Cap Core Fund was in the second quartile in thefive-year period, such Fund was in the fourth quartile in theone- andthree-year periods and such Fund underperformed its benchmark in theone-,three- andfive-year periods.
As described above, for Nuveen funds with challenged performance, the Board considered and discussed the factors contributing to the performance results and considered any steps that have been or should be taken to address performance issues. With respect to Tradewinds, as a result of the departures of certain senior investment managers in 2012, the Board continues to monitor closely the operations and strategies of Tradewinds. The Board recognized that 2013 was a challenging year for emerging markets, and exposure to emerging markets as well as gold holdings, among other things, contributed to the challenged performance of Tradewinds Emerging Markets Fund and Tradewinds Global All-Cap Fund. The Board, however, recognized the appointment of a new President for Tradewinds who, together with theco-investment chiefs, will serve as the leadership team at Tradewinds. The Board further noted the Adviser’s close monitoring and collaboration with Tradewinds in addressing performance issues. The Board considered the steps Tradewinds had taken to help address performance issues, including instituting certain modifications to its investment process, focusing on its core investment strategies and adjusting the portfolio management teams of
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Tradewinds Emerging Markets Fund. With respect to Tradewinds Global All-Cap Fund, the Board recognized that such Fund performed better in the second half of 2013 due, in part, to strong portfolio security selection across multiple sectors. The Board is encouraged by the steps taken and will continue to monitor Tradewinds and the foregoing Funds.
With respect to NWQ, the Board recognized that its deep value style has continued to be challenged in the market in recent years. In reviewing the performance of NWQ Large-Cap Value Fund, the Board noted the factors that contributed to its underperformance, including, among other things, its gold holdings. The Board further noted a change in a research analyst servicing such Fund. Despite the comparative data, the Board recognized that such Fund posted strong absolute performance for 2013. With respect to Symphony Mid-Cap Core Fund, the Board noted that although such Fund underperformed its benchmark and lagged its peers in recent years, such Fund also posted strong absolute returns in 2013. The Board will continue to monitor the foregoing Funds and any steps proposed or taken to address performance challenges.
The Board further noted that certain new Funds underperformed in the one-year period, including Intelligent Risk Conservative Allocation Fund, Intelligent Risk Moderate Allocation Fund and Intelligent Risk Growth Allocation Fund (collectively, the “Intelligent Risk Allocation Funds”). The Board also recognized that Global Tactical Opportunities Plus Fund did not have a complete year of performance as of December 31, 2013, but such Fund provided comparable performance to its benchmark for the quarter ended December 31, 2013 and outperformed its benchmark in the quarter ending March 31, 2014. The Board also noted that the Intelligent Risk Allocation Funds were all in the fourth quartile for the one-year period. While the Board recognized that the foregoing Funds’ performance history was limited, the Board intends to continue to monitor such Funds closely.
Except as otherwise noted above, based on their review, the Independent Board Members determined that each Fund’s investment performance had been satisfactory.
2. The New Advisory Agreements
With respect to the performance of the Funds, the Board considered that the portfolio investment personnel responsible for the management of the Funds’ portfolios were expected to continue to manage the portfolios following the completion of the Transaction and the investment strategies of the Funds were not expected to change as a result of the Transaction. Accordingly, the findings regarding performance outlined above for the Original Advisory Agreements are applicable to the review of the New Advisory Agreements.
| C. | Fees, Expenses and Profitability |
1. Fees and Expenses. In evaluatingExpenses
Notwithstanding Global Tactical Opportunities Plus Fund, Symphony Small Cap Core Fund, Symphony Dynamic Equity Fund, Symphony Dynamic Credit Fund and NWQ Global Equity Fund (collectively, the “New Funds”), as well as the Intelligent Risk Allocation Funds, which are discussed below, the Board evaluated the management fees and expenses of theeach Fund the Board recognized that the fee structure will change significantly under the Fund’s new fund-of-funds structure. With respect to the overall advisory fees and expenses of the Fund, the Board reviewed,reviewing, among other things, thesuch Fund’s proposed advisorygross management fees, (grossnet management fees)fees and estimated totalnet expense ratios (before and after expense reimbursementsand/or waivers) in absolute terms as well as comparisonscompared to the gross management fees (before waivers) and total expense ratios (beforeexpenses of a
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comparable universe of funds provided by an independent fund data provider (the “Peer Universe”) and after waivers) of comparable, unaffiliated funds as well asto a more focused subset of fund-of-funds peers.funds in the Peer Universe (the “Peer Group”) and any expense limitations.
The Independent Board Members further reviewed the methodology regarding the construction of the applicable Peer Universe and Peer Group. In addition, in reviewing the comparisons the Board recognized the differences between theof fee and expense arrangementinformation, the Independent Board Members took into account that in certain instances various factors such as: the limited size and particular composition of a fund-of-funds structurethe Peer Universe or Peer Group (including the inclusion of other Nuveen funds in the peer set); expense anomalies; changes in the funds comprising the Peer Universe or Peer Group from year to year; levels of reimbursement or fee waivers; and a traditional fund format,the timing of information used may impact the comparative data thereby limiting some ofsomewhat the usefulness of the fee comparisonsability to make a meaningful comparison with that of traditional funds. peers.
In reviewing the advisory fees,fee schedule for a Fund, the Independent Board Members also considered thefund-level andcomplex-wide breakpoint schedules (described in further detail below) and any fee waivers and reimbursements provided by Nuveen. The Board also noted the two basis point reduction in the temporary fee cap for Winslow Large-Cap Growth Fund. In reviewing fees and expenses, the Board considered the expenses and fees to be higher if they were over 10 basis points higher, slightly higher if they were approximately 6 to 10 basis points higher, in line if they were within approximately 5 basis points higher than the peer average and below if they were below the peer average of the Peer Group. In reviewing the reports, the Board noted that NAMthe majority of the Nuveen funds were at, close to or below their peer average based on the net total expense ratio. The Independent Board Members observed that the Funds had net management fees and R&T do not currently advise other fund-of-fundsnet expense ratios (including fee waivers and therefore meaningful comparisons ofexpense reimbursements) below or in line with their peer averages, except as noted below.
The Independent Board Members recognized that NWQ Small-Cap Value Fund, Symphony Floating Rate Income Fund and Symphony High Yield Bond Fund had slightly higher or higher net management fees assessedthan their peer average but a net expense ratio below or in line with the peer average, while Large Cap Value Fund had a slightly higher net management fee than its peer average and a higher net expense ratio compared to its peer average. In this regard, the higher expense ratio for similar clients were not available.Large Cap Value Fund compared to peers was generally attributed to an outlier in the peer group that lowered the peer average as well as a one-time increase in expenses incurred with respositioning the Fund. In addition, the Board recognized that Gresham Long/Short Commodity Strategy Fund had a net expense ratio higher than the peer average, but a net management fee below the peer average. In this regard, the Board noted that there was not a management fee for Gresham Long/Short Commodity Strategy Fund after fee waivers and expense reimbursements for the latest fiscal year.
With respect to the Intelligent Risk Allocation Funds, the Board recognized that such Funds invest in a fund-of-funds structure, the Fundother investment companies and therefore will indirectly pay a portion of the expenses incurred by the Underlying Funds,underlying funds, including their advisory fees. TheAccordingly, the Board also reviewed each such Fund’s indirect expenses and the net total expense ratio, which included indirect expenses. Moreover, with respect to the Intelligent Risk Allocation Funds, the Independent Board Members noted that manythere were no net management fees after fee waivers for such Funds for the latest fiscal year. In addition, the Independent Board Members noted that each of the UnderlyingIntelligent Risk Allocation Funds may be advised by NAMhad a net expense ratio (including fee waivers and sub-advised by an affiliated person of NAM. Accordingly, although the Fund’s advisory fee rate will be reduced under the new structure, NAM and affiliated sub-advisers may receive advisory fees
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With respect to the foregoing,New Funds, the Board noted that NAM has agreed to waivethe Original Advisory Agreements of such Funds were recently approved in the latter part of 2013 or early 2014 and therefore would not have been up for review but for the change of control of Nuveen terminating the Original Advisory Agreements upon completion of the Transaction. For administrative convenience, the Board reapproved the Original Advisory Agreements for these Funds. As with all Funds, the Board considered the information concerning the New Funds provided at earlier meetings. The Board considered, among other things, each New Fund’s management fee structure, the rationale for the fee levels, and its expected expense ratio in absolute terms as well as compared with the fees and reimburse expenses through October 31, 2011 such thatexpense ratios of comparable funds. Accordingly, the Board reviewed, among other things, the gross management fee and estimated gross and net total annual operating expenses (excluding12b-1 distributionexpense ratios for the applicable New Fund, as well as comparative fee and service fees, interest expenses, taxes, fees incurredexpense data pertaining to the New Fund’s peers in acquiringthe Lipper category in which it was anticipated to be classified. The Independent Board Members also considered the sub-advisory fee rate for each New Fund. The Independent Board Members further considered the fund-level breakpoint schedule and disposing of portfolio securities, Underlying Fund feesthe complex-wide breakpoint schedule and expenses,any applicable fee waivers and extraordinary expenses) do not exceed 0.68%expense reimbursements.
Based on their review of the average daily net assets of any classfee and expense information provided, the Independent Board Members determined that each Fund’s management fees (as applicable) to a Fund Adviser were reasonable in light of the Fund’s shares. nature, extent and quality of services provided to the Fund.
2. Comparisons with the Fees of Other Clients
The Board recognized that although this expense cap is intended to approximateall Nuveen funds have asub-adviser, either affiliated ornon-affiliated, and therefore, the Fund’s current expense cap, asoverall Fund management fee can be divided into two components, the Fund reallocates its investments among the Underlying Funds, the weighted average operating expenses of the Underlying Funds bornefee retained by the Adviser and the fee paid to thesub-adviser. In general terms, the fee to the Adviser reflects the administrative and other services it provides to support the Funds (as described above) and while some administrative services may occur at thesub-adviser level, the fee to thesub-adviser generally reflects the portfolio management services provided by thesub-adviser. The Independent Board Members considered the fees a Fund may increase or decrease, which could causeAdviser assesses to the Fund’s total annual net operating expenses (including fees and expensesFunds compared to that of Underlying Funds) to be above or below the Fund’s current expense cap.
The Independent Board Members reviewed the proposed sub-advisorynature of services provided by the Adviser, including through its affiliatedsub-advisers and the average fee arrangements.
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types, including, but not limited to: the services provided, the structure and operations, product distribution and costs thereof, portfolio investment policies, investor profiles, account sizes and regulatory requirements. In evaluating the comparisons of fees, the Independent Board Members noted that the fee rates charged to the Funds and other clients vary, among other things, because of the different services involved and the additional regulatory and compliance requirements associated with registered investment companies, such as the Funds. The Independent Board Members noted that as a general matter, higher fee levels reflect higher levels of service, increased investment management complexity, greater product management requirements and service information provided,higher levels of risk or a combination of the foregoing. The Independent Board determinedMembers further noted, in particular, that the proposed advisory feesrange of services provided to the Funds (as discussed above) is generally much more extensive than that provided to separately managed accounts. Many of the additional administrative services provided by the Adviser are not required for institutional clients. The Independent Board Members also recognized that the respectivemanagement fee rates of the foreign funds advised by the Adviser may vary due to, among other things, differences in the client base, governing bodies, operational complexities and services covered by the management fee. Given the inherent differences in the various products, particularly the extensive services provided to the Funds, the Independent Board Members believe such facts justify the different levels of fees.
3. Profitability of Fund Adviser were reasonable.
In conjunction with their review of fees, at prior meetings, the Independent Board Members havealso considered the profitability of Nuveen for its advisory activities (which incorporatedand its financial condition. The Independent Board Members reviewed the revenues and expenses of Nuveen’s wholly-owned affiliated sub-advisers, exceptadvisory activities for the last two calendar years, the allocation methodology used in preparing the profitability data, an analysis of the key drivers behind the changes in revenues and expenses that impacted profitability in 2013 and Nuveen’s consolidated financial statements for 2013. The Independent Board Members noted this information supplemented the profitability information priorrequested and received during the year to April 30, 2007 did not include R&Thelp keep them apprised of developments affecting profitability (such as it was acquired at that time)changes in fee waivers and expense reimbursement commitments). R&T is a wholly-owned subsidiary of Nuveen Investments, Inc. At prior meetings,In this regard, the Independent Board Members reviewed Nuveen’s revenues, expensesnoted that two Independent Board Members served as point persons to review the profitability analysis and profitability for advisory activitiesmethodologies employed, any changes thereto, and to keep the methodology to determine profitability.Board apprised of such changes. The Independent Board Members also have reviewed data comparingconsidered Nuveen’s profitability with other fund sponsors prepared by three independent third party service providers as well as comparisons of the revenues for advisory activities, expenses, and profits marginsprofit margin compared to that of various unaffiliated management firms with similar amounts of assets under management prepared by Nuveen. firms.
In consideringreviewing profitability, the Independent Board Members noted the Adviser’s continued investment in its business with expenditures to, among other things, upgrade its investment technology and compliance systems, and provide for additional personnel and other resources. The Independent Board Members recognized the inherent limitationsAdviser’s continued commitment to its business should enhance the Adviser’s capacity and capabilities in providing the services necessary to meet the needs of the Funds as they grow or change over time. In addition, in evaluating profitability, the Independent Board Members also noted the subjective nature of determining profitability as well aswhich may be affected by numerous factors including the allocation of expenses and that various allocation methodologies may each be reasonable but yield different results. Further, the Independent Board Members recognized the difficulties in comparing the profitability of other unaffiliated advisers,making comparisons as the profitability of other advisers generally is not publicly available, and the profitability information that is available for certain advisers or management firms may not be
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representative of the industry and may be affected by, among other things, the adviser’s particular business mix, capital costs, size, types of funds managed and expense allocations. As noted above,Notwithstanding the Board recognized that the proposed advisory fee paid by the Fund to NAM, which in turn pays R&T, is being reduced and the estimated expenses borne by shareholders of the Fund are expected to decrease. NAM, however, will receive advisory fees from the Underlying Funds to the extent NAM serves as investment adviser to the Underlying Funds. Similarly, affiliates of NAM may also receive sub-advisory fees to the extent they serve as sub-advisers to the Underlying Funds. However,foregoing, the Independent Board Members noted that NAM estimates that the advisory fees paidAdviser’s adjusted operating margin appears to NAM by the Fund, together with the advisory fees paidbe reasonable in relation to NAM attributableother investment advisers and sufficient to operate as a viable investment management firm meeting its obligations to the Fund’s investment in Nuveen Underlying Funds, will be lower than the Fund’s current advisory fees based on the Fund’s anticipated initial asset allocations (although this may change in the future as the Fund’s asset allocations are modified going forward). The Board also had previously received Nuveen’s 2006 Annual Report as well as its quarterly report ending September 30, 2007.Funds. Based on their
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With respect tosub-advisers affiliated with Nuveen, including NAM, NWQ, SBAM, Symphony, Tradewinds and Winslow, the Independent Board Members reviewed suchsub-advisers’ revenues, expenses and profitability margins(pre- andpost-tax) for their advisory activities and the methodology used for allocating expenses among the internalsub-advisers. The Board noted that Gresham, an affiliated sub-adviser, did not receive revenues for its sub-advisory activities to the Funds it sub-advises in 2013 given the high level of expense reimbursements to such Funds. Based on their review, the Independent Board Members were satisfied that the respective Fund Adviser’s level of profitability was reasonable in light of the services provided.
In evaluating the reasonableness of the compensation, the Independent Board Members also considered any other revenuesamounts paid to a Fund Adviser by the Fund AdvisersFunds as well as any indirect benefits (such as soft dollar arrangements,arrangements), if any)any, the Fund Advisers expectAdviser and its affiliates receive or are expected to receive that are directly attributable to theirthe management of the Fund, if any.Funds. See Section E below for additional information.
4. The New Advisory Agreements
As noted above, the terms of the New Advisory Agreements are substantially identical to their corresponding Original Advisory Agreements. The fee schedule, including the breakpoint schedule andcomplex-wide fee schedule, in each New Advisory Agreement is identical to that under the corresponding Original Advisory Agreement. The Board Members also noted that Nuveen has committed for a period of two years from the date of closing the Transaction (i) not to increase contractual management fee rates for any Fund and (ii) not to raise expense cap levels for any Fund from levels currently in effect or scheduled to go into effect prior to the Transaction. This commitment shall not limit or otherwise affect mergers or liquidations of any Funds in the ordinary course. Based on the information provided, the Board Members did not believe that the overall expenses would increase as a result of the Transaction. In addition, the Board Members recognized that the Nuveen funds may gain access to the retirement platform and institutional client base ofTIAA-CREF, and the investors in the retirement platforms may roll their investments into one or more Nuveen funds as they exit their retirement plans. The enhanced distribution access may result in additional sales of the Funds resulting in an increase in total assets under management in the complex and a corresponding decrease in overall management fees if additional breakpoints at thefund-level orcomplex-wide level are met. Based on its review, the Board determined that the management fees and expenses under the New Advisory Agreements were reasonable.
Further, other than from a potential reduction in the debt level of Nuveen Investments, the Board recognized that it is difficult to predict with any degree of certainty the impact of the Transaction on Nuveen’s profitability. Given the fee schedule was not expected to change
32
under the New Advisory Agreements, however, the Independent Board Members concluded that the Fund Adviser’s level of profitability for its advisory activities under the New Advisory Agreements would continue to be reasonable in light of the services provided.
| D. | |
| Economies of Scale and Whether Fee Levels Reflect These Economies of Scale |
1. The Original Advisory Agreements
With respect to economies of scale, the Independent Board Members have recognized the potential benefits resulting from the costs of a fund being spread over a larger asset base, although economies of scale are difficult to measure and predict with precision, particularly on afund-by-fund basis. One method to help ensure the shareholders share in these benefits is to include breakpoints in the advisory fee schedule. Generally, management fees for funds in the Nuveen complex are comprised of afund-level component and acomplex-level component. The component, subject to certain exceptions. Accordingly, the Independent Board Members have recognizedreviewed and considered the applicablefund-level breakpoints in the advisory fee schedules that breakpoints are one way to share the benefits of economies of scale with investors. reduce advisory fees as asset levels increase.
In August 2004 (as modified in 2007),addition to help ensure shareholders share in these benefits,fund-level advisory fee breakpoints, the Board approved a complex-levelalso considered the Funds’complex-wide fee arrangement. Pursuant to thecomplex-wide fee arrangement, pursuant to which the complex-level component isfees of the funds in the Nuveen complex are reduced as the assets in the fund complex reach certain levels. With respectThecomplex-wide fee arrangement seeks to provide the Fund,benefits of economies of scale to fund shareholders when total fund complex assets increase, even if assets of a particular fund are unchanged or have decreased. The approach reflects the advisory fee schedule does not contain fund-level breakpoints. In addition, the Fund will not be assessed a complex-level fee as this is assessed at the Nuveen Underlying Fund level. The Independent Board Members recognized, however,notion that the Fund will benefit from reductionssome of Nuveen’s costs are attributable to services provided to all its funds in complex-level fees and fund-level fees indirectly as the complex and Nuveen Underlying Funds reach breakpoint levels and reduce the fees of the Nuveen Underlying Funds. Further, assets of the Fund invested in non-Nuveen Underlying Funds will be counted in determining the complex-level fee component of the Nuveen Underlying Funds. therefore all funds benefit if these costs are spread over a larger asset base.
Based on itstheir review, the Independent Board Members had concluded that the absence of a breakpoint scheduleschedules and complex-levelcomplex-wide fee arrangement was acceptable.
2. The New Advisory Agreements
As noted, the Independent Board Members recognized that thefund-level andcomplex-wide schedules will not change under the New Advisory Agreements. Assets in the funds advised byTIAA-CREF or its current affiliates will not be included in thecomplex-wide fee calculation. Nevertheless, the Nuveen funds may have access toTIAA-CREF’s retirement platform and institutional client base. The access to this distribution network may enhance the distribution of the Nuveen funds which, in turn, may lead to reductions in management andsub-advisory fees if the Nuveen funds reach additionalfund-level andcomplex-wide break point levels. Based on their review, including the considerations in the annual review of the Original Advisory Agreements, the Independent Board Members determined that thefund-level breakpoint schedules andcomplex-wide fee schedule continue to be appropriate and desirable in ensuring that shareholders participate in the benefits derived from economies of scale under the New Advisory Agreements.
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| E. | |
| Indirect Benefits |
1. The Original Advisory Agreements
In evaluating fees, the Independent Board alsoMembers received and considered any indirectinformation regarding potential “fall out” or ancillary benefits the respective Fund Adviser or profits the Fund Advisers or theirits affiliates may receive as a result of theirits relationship with theeach Fund. In this regard, the Independent Board Members considered, among other things, thatany sales charges, distribution fees and shareholder services fees received and retained by the Funds’ principal underwriter, an affiliate of the Fund Advisers will provide distribution and shareholder services to the Fund and therefore will receive sales charges as well as distribution and shareholder servicingAdviser, which includes fees received pursuant to aanyRule 12b-1 plan with respect to certain classes of shares ofplan. The Independent Board Members, therefore, considered the Fund.
In addition to the above, the Independent Board Members considered whether the Fund Advisers will receiveAdviser received any benefits from soft dollar arrangements whereby a portion of the commissions paid by thea Fund for brokerage may be used to acquire research that may be helpfuluseful to the Fund AdvisersAdviser in managing the assets of the FundFunds and other clients. The Funds’ portfolio transactions are allocated by the applicableSub-Adviser. Accordingly, with respect to NAM, NWQ, SBAM, Symphony, Tradewinds and Winslow, the Independent Board Members considered that each suchSub-Adviser may benefit from its soft dollar arrangements pursuant to which the respectiveSub-Adviser receives research from brokers that execute the applicable Fund’s portfolio transactions. With respect to NAM,any fixed income securities, however, the Board recognized that such securities generally trade on a principal basis that does not generate soft dollar credits. Similarly, the Board recognized that the research received pursuant to soft dollar arrangements by aSub-Adviser may also benefit the applicable Funds and shareholders to the extent the research enhances the ability of theSub-Adviser to manage the respective Fund. Gresham does not participate in soft dollar arrangements. For theSub-Advisers with soft dollar arrangements, the Independent Board Members noted that NAM doessuchSub-Advisers’ profitability may be somewhat lower if they did not currently have anyreceive the research services pursuant to the soft dollar arrangements; however,arrangements and had to acquire such services directly.
Based on their review, the Independent Board Members concluded that any indirect benefits received by a Fund Adviser as a result of its relationship with the Funds were reasonable and within acceptable parameters.
2. The New Advisory Agreements
The Independent Board Members noted that as the applicable policies and operations of the Fund Advisers with respect to the extentFunds were not anticipated to change significantly after the Transaction, such indirect benefits should remain after the Transaction. The Independent Board Members further noted the benefits the Transaction would provide toTIAA-CREF and Nuveen, including alarger-scale fund complex, certain bona fide agency transactions that occur on markets that traditionally trade onshared services (noted above) and a principal basisbroader range of investment capabilities, distribution capabilities and riskless principal transactions are considered as generating “commissions,” NAM intends to comply with applicable safe harbor provisions. With respect to R&T,product line. Further, the Independent Board Members noted that R&T doesNuveen Investments, Inc. (the parent of the Adviser) would benefit from an improved capital structure through a reduction in its debt level.
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| F. | Other Considerations for the New Advisory Agreements |
In addition to the factors above, the Board Members also considered the following with respect to the Nuveen funds:
Nuveen would rely on the provisions of Section 15(f) of the 1940 Act. In this regard, to help ensure that an unfair burden is not imposed on the Nuveen funds, Nuveen has committed for a period of two years from the date of the closing of the Transaction (i) not to increase contractual management fee rates for any Fund and (ii) not to raise expense cap levels for any Fund from levels currently havein effect or scheduled to go into effect prior to the Transaction. This commitment shall not limit or otherwise affect mergers or liquidations of any soft dollar arrangements.Funds in the ordinary course.
The Nuveen funds would not incur any costs in seeking the necessary shareholder approvals for the New Investment Management Agreements or NewSub-Advisory Agreements (except for any costs attributed to seeking shareholder approvals of fund specific matters unrelated to the Transaction, such as election of Board Members or changes to investment policies, in which case a portion of such costs will be borne by the applicable funds).
The reputation, financial strength and resources ofTIAA-CREF.
Thelong-term investment philosophy ofTIAA-CREF and anticipated plans to grow Nuveen’s business to the benefit of the Nuveen funds.
The benefits to the Nuveen funds as a result of the Transaction including: (i) increased resources and support available to Nuveen as well as an improved capital structure that may reinforce and enhance the quality and level of services it provides to the funds; (ii) potential additional distribution capabilities for the funds to access new markets and customer segments throughTIAA-CREF’s distribution network, including, in particular, its retirement platforms and institutional client base; and (iii) access toTIAA-CREF’s expertise and investment capabilities in additional asset classes.
| G. | |
The Independent Board Members did not identify any single factor discussed previously asall-important or controlling. The Board Members, including a majority of the Independent Board Members, unanimously concluded that the terms
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| II. | Approval of Interim Advisory Agreements |
At the April Meeting, the Board Members, including the Independent Board Members, unanimously approved the Interim Investment Management Agreements and InterimSub-Advisory Agreements. If necessary to assure continuity of advisory services, the Interim Investment Management Agreements and InterimSub-Advisory Agreements will take effect upon the closing of the Transaction if shareholders have not yet approved the New Investment Management Agreements and NewSub-Advisory Agreements. The terms of each Interim Investment Management Agreement be approved,and InterimSub-Advisory Agreement are substantially
35
identical to those of the corresponding Original Investment Management Agreement and New Investment Management Agreement and the OriginalSub-Advisory Agreement and NewSub-Advisory Agreement, respectively, except for certain term and fee escrow provisions. In light of the foregoing, the Board Members, including the Independent Board Members, unanimously determined that the scope and quality of services to be provided to the Funds under the respective Interim Investment Management Agreement and InterimSub-Advisory Agreement are at least equivalent to the scope and quality of services provided under the applicable Original Investment Management Agreement and OriginalSub-Advisory Agreement.
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PROPOSAL 3: REVISIONS TO, OR ELIMINATION OF, CERTAIN FUNDAMENTAL INVESTMENT POLICIES
The 1940 Act requires that each Fund adopt certain investment policies that can only be changed by a vote of shareholders. These policies are considered “fundamental.” Each Fund must adopt fundamental policies dealing with the classifications and sub-classifications under the 1940 Act under which the Fund may operate; borrowing money; the issuance of senior securities; engaging in the business of underwriting securities issued by other persons; concentrating investments in a particular industry or group of industries; the purchase and sale of real estate and commodities; and making loans to other persons. These policies are commonly referred to as “fundamental investment restrictions.” A Fund may also elect to designate other policies as fundamental. Each Fund has adopted fundamental investment restrictions with respect to the matters required by the 1940 Act. Certain Funds have also adopted additional fundamental investment restrictions.
Each Fund’s current fundamental investment policies generally reflect industry practices and market and regulatory conditions at the time of inception and adoption of such policies by each Fund. As a result, fundamental investment policies vary across the funds in the Nuveen fund complex. After reviewing the fundamental investment policies of the funds in the Nuveen fund complex, Fund management has developed a more uniform set of fundamental investment policies that reflect current best practices and the evolving market and regulatory environment. Fund management has recommended to the Boards that shareholders approvecertain fundamental investment policies be revised or eliminated and the R&T Sub-Advisory Agreement.
The amendment and restatement or elimination of each applicable fundamental investment policy is set forth in a separate proposal below (Proposals 3(a) to 3(c)), and the Funds that will vote on a given proposal are identified under the caption for such proposal. For each proposal, the term “Funds” refers to the Funds voting on the particular proposal. No proposal to amend and restate or eliminate any fundamental investment policy is contingent upon the approval of any other such proposal.
Proposal 3(a) — Revision of Fundamental Investment Policy Related to the Purchase and Sale of Commodities
Funds Affected
All Funds, except NWQ Global Equity Fund, Symphony Dynamic Credit Fund, Symphony Dynamic Equity Fund and Symphony Small Cap Core Fund.
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Current Fundamental Investment Policy
The Funds currently have the following fundamental investment policies, which can only be changed by a vote of the relevant Fund’s shareholders:
For all applicable Funds, except Global Total Return Bond Fund, Symphony Credit Opportunities Fund, Symphony Floating Rate Income Fund and Symphony High Yield Bond Fund:
The Fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from purchasing or selling options, futures contracts, or other derivative instruments, or from investing in securities or other instruments backed by physical commodities).
For Symphony Credit Opportunities Fund, Symphony Floating Rate Income Fund and Symphony High Yield Bond Fund:
The Fund may not purchase or sell commodities or commodities contracts or oil, gas or other mineral exploration or development programs, except for transactions involving futures contracts within the limits described in the Prospectus and this Statement of Additional Information.
For Global Total Return Bond Fund only:
The Fund may not purchase or sell physical commodities or contracts relating to physical commodities.
Proposed Fundamental Investment Policy
The Board has proposed the following fundamental investment policy:
The Fund may not purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments; but this restriction shall not prohibit the Fund from investing in options on commodity indices, commodity futures contracts and options thereon, commodity-related swap agreements, other commodity-related derivative instruments, and investment companies that provide exposure to commodities.
The 1940 Act requires each fund to have a fundamental investment policy governing the purchase and sale of commodities. Each Fund has a fundamental investment policy that generally prohibits the Fund from investing in physical commodities. However, these fundamental investment policies typically permit the Funds to make certain commodities related investments, such as investments in other investment companies that provide exposure to commodities or investments in certain instruments related to or backed by commodities. The proposed fundamental investment policy would establish a comprehensive description of the permitted commodity-related instruments in which a Fund may invest.
In addition, the proposed fundamental investment policy will conform the Funds’ policy relating to commodities to the standard policy of other funds in the Nuveen fund complex. Such standardization of fundamental investment policies is expected to (i) facilitate more effective management of the Funds’ portfolios by the Funds’ Adviser and Sub-Advisers, (ii) streamline the monitoring of compliance with applicable policies, (iii) eliminate conflicts across Funds
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among comparable policies resulting from minor variations in their terms and (iv) improve the ability of investors to evaluate and compare applicable investment policies across the Funds. In order to reflect changes over time in industry practices and regulatory requirements, the proposed amendments are intended to update fundamental investment policies that are more restrictive than required under the 1940 Act. Clarifying and modernizing these fundamental investment policies would allow the Funds to operate more efficiently within the limits of the 1940 Act and give the Funds greater flexibility to take advantage of, and react to, changes in financial markets and the development of new investment opportunities and instruments. Notwithstanding the flexibility provided by the proposed fundamental investment policy, each Fund would be subject to limitations established, from time to time, by the Board regarding the use and types of instruments permitted pursuant to the fundamental investment policy.
The revised policy will give the Funds greater flexibility to respond to future investment opportunities, subject to the investment objectives and strategies applicable to each Fund. However, it is not currently anticipated that the proposed fundamental investment policy relating to commodities would result in any change to the Fund’sFunds’ current investment strategy, the Board has approved a changestrategies or entail any additional material risks to the Fund’s investment objective. The Fund’s investment objective is proposed to be changed as follows:
If approved by shareholders of a Fund, the change inamended and restated fundamental investment objectivepolicy will take effect onbecome effective as to that Fund when that Fund’s Statement of Additional Information (“SAI”) is revised or about August 1, 2008. Insupplemented to reflect the eventamendment. If a proposed amendment is not approved by a Fund’s shareholders, do not approve the change, the existingcurrent fundamental investment strategy, objective and policies of the Fundpolicy will remain in place and the Board will take such actionseffect as it deems to be in the best interests of thethat Fund.
The Board also determined to submit the investment objective change for consideration by the shareholders of the Fund.
Proposal 3(b) — Elimination of the change inFundamental Policy Related to Investing for Control
Funds Affected
Global Total Return Bond Fund only
Current Fundamental Investment Policy
The Fund currently has the Fund’s investment objective.
The Fund will not invest in companies for the purpose of control or management.
The Board has proposed to eliminate the above fundamental investment policy.
The above fundamental investment policy was originally adopted by funds in the Nuveen fund complex to address then existing requirements of state “blue sky” securities authorities in connection with the registration of shares for sale in a particular state or states. However, since the enactment of the National Securities Market Improvement Act of 1996 (“NSMIA”), registered mutual funds, such as follows:
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in the Nuveen fund complex formed after the enactment of NSMIA generally have not adopted such fundamental investment policies. The 1940 Act but would be alloweddoes not require a fund to invest in securities issued by other mutual funds to the extent allowed by applicable law. Because the Fund’s investment policy regarding diversification ishave a fundamental investment policy stating that it can only be modified with shareholder approval.
Eliminating this fundamental policy will promote uniformity among the funds in the Nuveen fund complex. It is not the Fund’s diversification policy. intent to initially invest in any issuer for the purpose of exercising control. Eliminating the fundamental investment policy will conform the Funds’ policies to those of other funds in the Nuveen fund complex and avoid potential questions of interpretation as to what constitutes investment for control and therefore reduce administrative burdens and promote efficient portfolio management.
Elimination of this fundamental policy is not expected to have any material effect on the manner in which the Fund is managed, and the Board believes that the proposed elimination will provide the Fund with maximum flexibility to purchase and sell portfolio securities and other instruments in accordance with the Fund’s investment objectives and policies and consistent with current legal requirements.
If approved by shareholders the change to the Fund’s diversification policy will take effect on or about August 1, 2008. In the event shareholders do not approve the change, the existing investment strategy, objective and policies of the Fund, the elimination of this fundamental investment policy will become effective when the Fund’s SAI is revised or supplemented to reflect the elimination. If the proposed elimination is not approved, the current fundamental investment policy will remain in place and the Board will take such actions as it deems to be in the best interests of the Fund.
The Board also determined to submit the change to the Fund’s diversification policy for consideration by the shareholders of the Fund.
Shareholder Approval
Each of the above proposed revisions to or eliminations of fundamental investment policies must be approved by a vote of a majority of the outstanding voting securities of the applicable Fund, with all classes of shares voting together as a single class. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the shares of the Fund entitled to vote thereon present at the meeting if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shares of the Fund entitled to vote thereon. For purposes of determining the approval of each of the changeabove proposals, abstentions and broker non-votes will have the same effect as shares voted against a proposal.
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PROPOSAL 4: ELECTION OF BOARD MEMBERS
At each Trust’s Meeting, twelve (12) Board Members are to be elected to serve until their successors shall have been duly elected and qualified.
Current Board Members Robert P. Bremner, Jack B. Evans, William C. Hunter, David J. Kundert, John K. Nelson, William J. Schneider, Judith M. Stockdale, Carole E. Stone, Virginia L. Stringer and Terreth J. Toth and nominees Williams Adams IV and Thomas S. Schreier, Jr. are the Fund’s diversification policy.
Robert P. Bremner, Jack B. Evans, William C. Hunter, David J. Kundert, William J. Schneider, Judith M. Stockdale and Carole E. Stone were last elected to each Trust’s Board at a special meeting of shareholders held on October 12, 2007. John K. Nelson was appointed as a Board Member of each Trust effective as of September 1, 2013. Virginia L. Stringer was appointed as a Board Member of each Trust effective as of January 1, 2011. Terreth J. Toth was appointed as a Board Member of each Trust effective as of July 1, 2008. Williams Adams IV and Thomas S. Schreier, Jr. do not currently serve on the Board of each Trust, but serve on the boards of other Nuveen funds, and are nominees for election at the Meeting.
It is the intention of the persons named in the enclosed proxy to vote the shares represented thereby for the election of the nominees listed above unless the proxy is marked otherwise. Each of the nominees has agreed to serve as a Board Member of each Trust if elected. However, should any nominee become unable or unwilling to accept nomination for election, the proxies will be voted for substitute nominees, if any, designated by that Trust’s present Board.
Other than Messrs. Adams and Schreier, all Board Member nominees are not “interested persons” as defined in the 1940 Act, of the Funds or of the Adviser and have never been an employee or director of Nuveen, the Adviser’s parent company, or any affiliate.
The Board of each Fund unanimously recommends that shareholders of the Fund vote FOR the election of the nominees named herein.
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and Year of Birth | Position(s) Held with Funds | and Length of Time Served(1) | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Board Member | Other Directorships Held by Board Member During Past Five Years | |||||
| INDEPENDENT BOARD MEMBERS | ||||||||||
William J. Schneider(2) 333 West Wacker Drive Chicago, IL 60606 (1944) | Chairman of the Board; Board Member | Term: Indefinite Length of service: Since 1996, Chairman of the Board Since July 1, 2013 | Chairman of Miller-Valentine Partners, a real estate investment company; Board Member, Med-America Health System, of Tech Town, Inc., a not-for-profit community development company, and of WDPR Public Radio; 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. | 201 | None | |||||
Robert P. Bremner 333 West Wacker Drive Chicago, IL 60606 (1940) | Board Member | Term: Indefinite Length of service: Since 1996; Chairman of the Board (2008-July 1, 2013); Lead Independent Director(2005-2008) | Private Investor and Management Consultant; Treasurer and Director, Humanities Council, Washington, D.C.; Board Member, Independent Directors Council affiliated with the Investment Company Institute. | 201 | None | |||||
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| Name, Business Address and Year of Birth | Position(s) Held with Funds | Term of Office and Length of Time Served(1) | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Board Member | Other Directorships Held by Board Member During Past Five Years | |||||
Jack B. Evans 333 West Wacker Drive Chicago, IL 60606 (1948) | Board Member | Term: Indefinite Length of service: Since 1999 | 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. | 201 | Director and Vice Chairman, United Fire Group, a publicly held company; formerly, Director, Alliant Energy | |||||
William C. Hunter 333 West Wacker Drive Chicago, IL 60606 (1948) | Board Member | Term: Indefinite Length of service: Since 2004 | Dean Emeritus (since June 30, 2012), formerly Dean, Tippie College of Business, University of Iowa (2006-2012); Director (since 2005) and President (since July 2012) of 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). | 201 | Director (since 2004) of Xerox Corporation | |||||
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| Name, Business Address and Year of Birth | Position(s) Held with Funds | Term of Office and Length of Time Served(1) | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Board Member | Other Directorships Held by Board Member During Past Five Years | |||||
David J. Kundert 333 West Wacker Drive Chicago, IL 60606 (1942) | Board Member | Term: Indefinite Length of service: Since 2005 | 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, Banc 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. | 201 | None | |||||
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| Name, Business Address and Year of Birth | Position(s) Held with Funds | Term of Office and Length of Time Served(1) | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Board Member | Other Directorships Held by Board Member During Past Five Years | |||||
John K. Nelson 333 West Wacker Drive Chicago, IL 60606 (1962) | Board Member | Term: Indefinite Length of service: Since 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; Director of The Curran Center for Catholic American Studies (since 2009) and The President’s Council, Fordham University (since 2010); former Chairman of the Board of Trustees of Marian University (2010-2014 as trustee, 2011-2014 as Chairman); 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 Markets — the Americas (2006-2007), CEO of Wholesale Banking — North 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. | 201 | None | |||||
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| Name, Business Address and Year of Birth | Position(s) Held with Funds | Term of Office and Length of Time Served(1) | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Board Member | Other Directorships Held by Board Member During Past Five Years | |||||
Judith M. Stockdale 333 West Wacker Drive Chicago, IL 60606 (1947) | Board Member | Term: Indefinite Length of service: Since 1997 | Board Member of the U.S. Endowment for Forestry and Communities (since 2013); Board Member of the Land Trust Alliance (since 2013); formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation; prior thereto, Executive Director, Great Lakes Protection Fund(1990-1994). | 201 | None | |||||
Carole E. Stone 333 West Wacker Drive Chicago, IL 60606 (1947) | Board Member | Term: Indefinite Length of service: Since 2007 | Director, Chicago Board Options Exchange (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). | 201 | Director, CBOE Holdings, Inc. (since 2010) | |||||
Virginia L. Stringer 333 West Wacker Drive Chicago, IL 60606 (1944) | Board Member | Term: Indefinite Length of service: Since 2011 | Board Member, Mutual Fund Directors Forum; former Member, Governing Board, Investment Company Institute’s 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. | 201 | Previously, Independent Director (1987-2010) and Chair (1997-2010), First American Fund Complex | |||||
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| Name, Business Address and Year of Birth | Position(s) Held with Funds | Term of Office and Length of Time Served(1) | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Board Member | Other Directorships Held by Board Member During Past Five Years | |||||
Terence J. Toth(3) 333 West Wacker Drive Chicago, IL 60606 (1959) | Board Member | Term: Indefinite Length of service: Since 2008 | Managing Partner, Promus Capital (since 2008); Director of 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). | 201 | None | |||||
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| Name, Business Address and Year of Birth | Position(s) Held with Funds | Term of Office and Length of Time Served(1) | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Board Member | Other Directorships Held by Board Member During Past Five Years | |||||
| INTERESTED BOARD MEMBER NOMINEES | ||||||||||
William Adams IV(4) 333 West Wacker Drive Chicago, IL 60606 (1955) | Board Member Nominee | Term: Indefinite Length of service: Since 2013 | Senior Executive Vice President, Global Structured Products (since 2010), formerly, Executive Vice President, U.S. Structured Products, (1999-2010) of Nuveen Investments, Inc.; Co-President of Nuveen Fund Advisors, LLC (since 2011); President (since 2011), formerly, Managing Director (2010-2011), of Nuveen Commodities Asset Management, LLC; Board Member of the Chicago Symphony Orchestra and of Gilda’s Club Chicago. | 125 | None | |||||
Thomas S. Schreier, Jr.(4) 333 West Wacker Drive Chicago, IL 60606 (1962) | Board Member Nominee | Term: Indefinite Length of service: Since 2013 | Vice Chairman, Wealth Management of Nuveen Investments, Inc. (since 2011); Co-President of Nuveen Fund Advisors, LLC; Chairman of Nuveen Asset Management, LLC (since 2011); Co-Chief Executive Officer of Nuveen Securities, LLC (since 2011); Member of the Board of Governors and Chairman’s Council of the Investment Company Institute; formerly, Chief Executive Officer (2000-2010) and Chief Investment Officer (2007-2010) of FAF Advisors, Inc.; formerly, President of First American Funds (2001-2010). | 125 | None | |||||
| (1) | Length of Time Served indicates the year in which the individual became a Board Member of a fund in the Nuveen fund complex. |
| (2) | Mr. Schneider is one of several owners and managing members in two limited liability companies and a general partner and one member of the governing body of a general partnership, each engaged in real estate ownership activities. In connection with their ordinary course of investment activities, court appointed receivers have been named for certain individual properties owned by such entities. The individual properties for which a receiver has been appointed represent an immaterial portion of the portfolio assets owned by these entities. |
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| (3) | Mr. Toth serves as a director on the Board of Directors of the Mather Foundation (the “Foundation”) and is a member of its investment committee. The Foundation is the parent of the Mather LifeWays organization, a non-profit charitable organization. Prior to Mr. Toth joining the Board of the Foundation, the Foundation selected Gresham Investment Management (“Gresham”), an affiliate of Nuveen Fund Advisors, LLC, to manage a portion of the Foundation’s investment portfolio, and pursuant to this selection, the Foundation has invested that portion of its investment portfolio in a private commodity pool managed by Gresham. |
| (4) | Each of Messrs. Adams and Schreier is an “interested person” as defined in the 1940 Act by reason of his positions with Nuveen Investments, Inc. and certain of its subsidiaries. |
Information About NAMShare Ownership
In order to create an appropriate identity of interests between Board Members and manager forshareholders, the Fund. NAM is a wholly-owned subsidiaryboards of Nuveen. Nuveen is a wholly-owned subsidiary of Windy City Investments, Inc. (“Windy City”), a corporation formed by investors led by Madison Dearborn Partners, LLC (“MDP”), a private equity investment firm based in Chicago, Illinois. Windy City acquired Nuveen on November 13, 2007 (the “Transaction”). Windy City is controlled by MDP on behalfdirectors/trustees of the Madison Dearborn Capital Partner V funds. Other ownersNuveen funds have adopted a governance principle pursuant to which each Board Member is expected to invest, either directly or on a deferred basis, at least the equivalent of Windy City include Merrill Lynch & Co.’s Global Private Equity Groupone year of compensation in the funds in the Nuveen complex.
The dollar range of equity securities beneficially owned by each Board Member in each Fund and affiliates (including private equity funds) of Wachovia, Citigroup and Deutsche Bank.
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Compensation
Prior to January 1, 2014, each Independent Board Member received a $140,000 annual retainer plus: (a) a fee of $4,500 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled meetings of the Board where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (d) a fee of $2,500 per meeting for attendance in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone at Dividend Committee meetings; (f) a fee of $500 per meeting for attendance in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) where in-person attendance was required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance was not required, and $100 per meeting when the Executive Committee acted as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings, provided that no fees were received for meetings held on days on which regularly scheduled Board meetings were held; and (g) a fee of $2,500 per meeting for attendance in person or by
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telephone at Closed-End Funds Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required, provided that no fees were received for meetings held on days on which regularly scheduled Board meetings were held. In addition to the payments described above, the Chairman of the Board received $75,000, the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee and the Closed-End Funds Committee received $12,500 each and the chairperson of the Nominating and Governance Committee received $5,000 as additional retainers. Independent Board Members also received a fee of $3,000 per day for site visits to entities that provided services to the Nuveen funds on days on which no Board meeting was held. When ad hoc committees were organized, the Nominating and Governance Committee, at the time of formation, determined compensation to be paid to the members of such committees; however, in general, such fees were $1,000 per meeting for attendance in person or by telephone at ad hoc committee meetings where in-person attendance was required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required. The annual retainer, fees and expenses were allocated among the Nuveen funds on the basis of relative net assets, although management might have, in its discretion, established a minimum amount to be allocated to each fund.
Effective January 1, 2014, Independent Board Members receive a $150,000 annual retainer plus: (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 meetings of the Board 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 $2,500 per meeting for attendance in person or by telephone at Closed-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; and (g) 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. 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 Closed-End Funds Committee receive $12,500 each and the chairperson of the Nominating and Governance Committee receives $5,000 as additional annual retainers. Independent Board Members also receive a fee of $3,000 per day for site visits to entities that provide services to the
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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 committees; 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 Funds do not have retirement or pension plans. Certain Nuveen funds (the “Participating Funds”) participate in a deferred compensation plan (the “Deferred Compensation Plan”) that permits an Independent Board Member to elect to defer receipt of all or a portion of his or her compensation as an Independent Board Member. The deferred compensation of a participating Independent Board Member is credited to a book reserve account of the Participating Fund when the compensation would otherwise have been paid to such Independent Board Member. The value of the Independent Board Member’s 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 an Independent Board Member’s deferral account, the Independent Board Member may elect to receive distributions in a lump sum or over a period of five years. The Participating Fund will not be liable for any other fund’s obligations to make distributions under the Deferred Compensation Plan.
The Trusts have no employees. The officers of the Trusts and the Board Members of each Trusts who are not Independent Board Members serve without any compensation from the Funds.
The tables set forth inAppendix I show, for each Independent Board Member, the aggregate compensation paid by each Fund to each Board Member for its last fiscal year and the aggregate compensation paid by all Nuveen funds to each Board Member for the calendar year ended December 31, 2013.
Board Leadership and Risk Oversight
The Board of each Fund oversees the operations and management of the Fund, including the duties performed for the Fund by the Adviser. The Board has adopted a unitary board structure. A unitary board consists of one group of directors who serve on the board of every fund in the complex. In adopting a unitary board structure, the Board Members 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 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 Board Members consider, not only the candidate’s particular background, skills and experience, among other things, but also whether such background, skills and experience enhance the Board’s diversity and at the same time complement the Board given its current composition and the mix of skills and experiences of the incumbent Board Members. 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.
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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 Board Members 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 Board’s knowledge and expertise with respect to the many aspects of fund operations that are complex-wide in nature. The unitary structure also enhances the Board’s influence and oversight over the Adviser and other service providers.
In an effort to enhance the independence of the Board, the Board also has a Chairman that is an Independent Board Member. 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 Board’s 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 Board Members have elected William J. Schneider 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 Board Members are carried into effect; and (iii) maintaining records of and, whenever necessary, certifying all proceedings of the Board Members 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 Board Members to focus on particular operations or issues affecting the 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 Board Members among the different committees allows the Board Members to gain additional and different perspectives of a Fund’s 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 Closed-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.
Executive Committee. 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, William Adams IV and Judith M. Stockdale. The number of Executive Committee meetings of each Trust held during the calendar year ended December 31, 2013 is shown inAppendix J.
Dividend Committee. The Dividend Committee is authorized to declare distributions on each Fund’s 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,
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Chair, William C. Hunter, Judith M. Stockdale and Terence J. Toth. The number of Dividend Committee meetings of each Trust held during the calendar year ended December 31, 2013 is shown inAppendix J.
Audit Committee. 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 Adviser’s 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 Board’s general supervision of such actions, the Audit Committee addresses any valuation issues, oversees the Nuveen Funds’ pricing procedures and actions taken by the Adviser’s 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 Adviser’s 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 Jack B. Evans, Chair, Robert P. Bremner, David J. Kundert, Carole E. Stone and Terence J. Toth, each of whom is an Independent Board Member of the Funds. A copy of the Charter is available at www.nuveen.com/MutualFunds/ShareholderResources/FundGovernance.aspx. The number of Audit Committee meetings of each Trust held during the calendar year ended December 31, 2013 is shown inAppendix J.
Compliance, Risk Management and Regulatory Oversight Committee. 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 Funds that are not otherwise under or within the jurisdiction of the other committees. The Board has adopted and periodically reviews policies and procedures designed to address the 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 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.
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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 Compliance Committee’s attention or in reviewing a particular policy, procedure, investment technique or strategy, the Compliance Committee evaluates the risks to the Funds in adopting a particular approach or resolution compared to the anticipated benefits to the 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 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 Funds’ and other service providers’ compliance programs as well as any recommendations for modifications thereto. The Compliance Committee also receives reports from the investment services group of Nuveen 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 Compliance Committee operates under a written charter adopted and approved by the Board. The members of the Compliance Committee are Judith M. Stockdale, Chair, William C. Hunter, John K. Nelson and Virginia L. Stringer. The number of Compliance Committee meetings of each Trust held during the calendar year ended December 31, 2013 is shown inAppendix J.
Nominating and Governance Committee. 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 Board’s 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
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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., 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 candidate’s 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-Adviser(s), 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, a copy of which is available on the Funds’ website at www.nuveen.com/MutualFunds/ShareholderResources/FundGovernance.aspx. This committee is composed of Independent Board Members. The members of the Nominating and Governance Committee are William J. Schneider, Chair, Robert P. Bremner, Jack B. Evans, William C. Hunter, David J. Kundert, John K. Nelson, Judith M. Stockdale, Carole E. Stone, Virginia L. Stringer and Terence J. Toth. The number of Nominating and Governance Committee meetings of each Trust held during the calendar year ended December 31, 2013 is shown inAppendix J.
Open-End Funds Committee. The Open-End Funds Committee is responsible for assisting the Board in the oversight and monitoring of the Nuveen Funds that are registered as open-end management investment companies (“Open-End Funds”). The committee may review and evaluate matters related to the formation and the initial presentation to the Board of any new Open-End Fund and may review and evaluate any matters relating to any existing Open-End Fund. The committee operates under a written charter adopted and approved by the Board. The members of the Open-End Funds Committee are Robert P. Bremner, David J. Kundert, William J. Schneider, Judith M. Stockdale, Virginia L. Stringer and Terence J. Toth, Chair. The number of Open-End Funds Committee meetings of each Trust held during the calendar year ended December 31, 2013 is shown inAppendix J.
Number of Board Meetings. The number of regular quarterly meetings and special meetings held by the Board of each Trust held during the calendar year ended December 31, 2013 is shown inAppendix J.
Board Member Attendance. During the calendar year ended December 31, 2013, each Board Member attended 75% or more of each Fund’s Board meetings and the committee meetings (if a member thereof) held during the period for which such Board Member was a Board Member. The policy of the Board relating to attendance by Board Members at Shareholder
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meetings of the Funds is posted on the Funds’ website at www.nuveen.com/MutualFunds/ShareholderResources/FundGovernance.aspx.
Board Diversification and Board Member Qualifications
In determining that a particular Board Member was qualified to serve on the Board, the Board considered each Board Member’s background, skills, experience and other attributes in light of the composition of the Board with no particular factor controlling. The Board believes that Board Members 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 Board Member satisfies this standard. An effective Board Member may achieve this ability through his or her educational background; business, professional training or practice; public service or academic positions; experience from service as a board member or executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. Accordingly, set forth below is a summary of the experiences, qualifications, attributes, and skills that led to the conclusion, as of the date of this document, that each Board Member should serve in that capacity. References to the experiences, qualifications, attributes and skills of Board Members are pursuant to requirements of the SEC, do not constitute holding out the Board or any Board Member 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.
William Adams IV. Mr. Adams, an interested Board Member Nominee, has been Senior Executive Vice President, Global Structured Products of Nuveen Investments since November 2010. Mr. Adams has also served as Co-President of Nuveen Fund Advisors, LLC since January 2011. Prior to that, he was Executive Vice President, U.S. Structured Products from December 1999 until November 2010 and served as Managing Director of Structured Investments from September 1997 to December 1999 and Vice President and Manager, Corporate Marketing from August 1994 to September 1997. Mr. Adams earned his Bachelor of Arts degree from Yale University and his Masters of Business Administration (MBA) from the University of Chicago’s Graduate School of Business. He is an Associate Fellow of Yale’s Timothy Dwight College and is currently on the Board of the Chicago Symphony Orchestra and of Gilda’s Club Chicago.
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.
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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 a 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 the 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 College on July 1, 2006. He was previously Dean and Distinguished Professor of Finance at the University of Connecticut School of Business from 2003 to 2006. 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 Bank’s Chief Economist and was an Associate Economist on the Federal Reserve System’s 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, 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 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, 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 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 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 on the Board of Directors of Core12 LLC (since 2008), 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
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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 bank’s 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 President’s 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 and was former chair of the Board of Trustees of Marian University. Mr. Nelson graduated and received his MBA from Fordham University.
William J. Schneider. Mr. Schneider, the Board’s 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 entities. He is currently a member of the Boards of Tech Town, Inc., a not-for-profit community development company, of WDPR Public Radio Station and of Med-America Health System. 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.
Thomas S. Schreier, Jr.Mr. Schreier, an interested Board Member Nominee, has been Vice Chairman, Wealth Management of Nuveen Investments since January 2011. Mr. Schreier has also served as Co-President of Nuveen Fund Advisors, LLC since January 2011. Until Nuveen Investments’ acquisition of FAF Advisors on January 1, 2011, Mr. Schreier was Chief Executive Officer of FAF Advisors from November 2000, Chief Investment Officer of FAF Advisors from September 2007 and President of First American Funds from February 2001 to December 2010. From 1998 to November 2000, Mr. Schreier served as Senior Managing Director and Head of Equity Research for U.S. Bancorp Piper Jaffray, Inc. He received a Bachelor’s degree from the University of Notre Dame and an MBA from Harvard University. Mr. Schreier is a member of the Board of Governors of the Investment Company Institute and is on its Chairman’s Council. He has also served as director, chairman of the finance committee, and member of the audit committee for Pinnacle Airlines Corp. Mr. Schreier is former chairman of the Saint Thomas Academy Board of Trustees, a founding investor of Granite Global Ventures, and a member of the Applied Investment Management Advisory Board for the University of Notre Dame.
Judith M. Stockdale.Ms. Stockdale retired at the end of 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 Lowcountry of South Carolina. She is currently a board member of the U.S. Endowment for Forestry and Communities (since November 2013) and rejoined the board of the Land Trust Alliance in June 2013. 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 National Zoological Park, the Governor’s 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.
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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 Chair of the Public Authorities Control 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 in Business Administration from Skidmore College.
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 Club’s 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 state’s judicial disciplinary process. She is a member of the International Women’s Forum and attended the London Business School as an International Business Fellow. Ms. Stringer recently served as board chair of the Human Resource Planning Society, the Minnesota Women’s Campaign Fund and the Minnesota Women’s 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 at Promus Capital (since 2008). From 2008 to 2013, he served as a Director of 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 Boards 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.
Independent Chairman
William J. Schneider currently serves as the independent Chairman of the Board. Specific responsibilities of the Chairman include: (a) presiding at all meetings of the Board and of the
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shareholders; (b) seeing that all orders and resolutions of the Board Members are carried into effect; and (c) maintaining records of and, whenever necessary, certifying all proceedings of the Board Members and the shareholders.
The Officers
The following table sets forth information with respect to each officer of the Funds. Officers receive no compensation from the Funds. The officers are elected by the Board on an annual basis to serve until successors are elected and qualified.
| Name, Business Address and Year of Birth | Position(s) Held with Funds | Length of Time Served with Funds in the Fund Complex | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Served by Officer | ||||
Gifford R. Zimmerman 333 West Wacker Drive Chicago, IL 60606 1956 | Chief Administrative Officer | Term: Annual Length of Service: Since 1988 | 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 (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Vice President and Assistant Secretary of NWQ Investment Management Company, LLC and Nuveen Investments Advisers Inc. (since 2002); Managing Director, Associate General Counsel and Assistant Secretary of Symphony Asset Management LLC (since 2003); Vice President and Assistant Secretary of Santa Barbara Asset Management, LLC (since 2006) and of Winslow Capital Management, 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. | 201 | ||||
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| Name, Business Address and Year of Birth | Position(s) Held with Funds | Length of Time Served with Funds in the Fund Complex | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Served by Officer | ||||
Margo L. Cook 333 West Wacker Drive Chicago, IL 60606 1964 | Vice President | Term: Annual Length of Service: Since 2009 | Executive Vice President (since 2008) of Nuveen Investments, Inc., Nuveen Fund Advisors, LLC (since 2011) and Nuveen Securities, LLC (since 2013); Managing Director - Investment Services of Nuveen Commodities Asset Management, LLC (since 2011); previously, Head of Institutional Asset Management (2007-2008) of Bear Stearns Asset Management; Head of Institutional Asset Mgt. (1986-2007) of Bank of NY Mellon; Chartered Financial Analyst. | 201 | ||||
Lorna C. Ferguson 333 West Wacker Drive Chicago, IL 60606 1945 | Vice President | Term: Annual Length of Service: Since 1998 | Managing Director of Nuveen Investments Holdings, Inc. | 201 | ||||
Stephen D. Foy 333 West Wacker Drive Chicago, IL 60606 1954 | Vice President and Controller | Term: Annual Length of Service: Since 1993 | Managing Director (since 2014), formerly Senior Vice President (2013-2014) and Vice President of Nuveen Fund Advisors, LLC; Chief Financial Officer of Nuveen Commodities Asset Management, LLC (since 2010); formerly, Senior Vice President (2010-2011), formerly, Vice President (2005-2010) and Funds Controller of Nuveen Securities, LLC; Certified Public Accountant. | 201 | ||||
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| Name, Business Address and Year of Birth | Position(s) Held with Funds | Length of Time Served with Funds in the Fund Complex | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Served by Officer | ||||
Scott S. Grace 333 West Wacker Drive Chicago, IL 60606 1970 | Vice President and Treasurer | Term: Annual Length of Service: Since 2009 | Managing Director and Treasurer (since 2009) of Nuveen Fund Advisors, LLC, Nuveen Investments Advisers Inc., Nuveen Investments Holdings, Inc., 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 Stanley’s Global Financial Services Group (2000-2003); Chartered Accountant Designation. | 201 | ||||
Walter M. Kelly 333 West Wacker Drive Chicago, IL 60606 1970 | Chief Compliance Officer and Vice President | Term: Annual Length of Service: Since 2003 | Senior Vice President (since 2008) of Nuveen Investments Holdings, Inc. | 201 | ||||
Tina M. Lazar 333 West Wacker Drive Chicago, IL 60606 1961 | Vice President | Term: Annual Length of Service: Since 2002 | Senior Vice President of Nuveen Investments Holdings, Inc. | 201 | ||||
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| Name, Business Address and Year of Birth | Position(s) Held with Funds | Length of Time Served with Funds in the Fund Complex | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Served by Officer | ||||
Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606 1966 | Vice President and Secretary | Term: Annual 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 (since 2010) Winslow Capital Management, LLC; Vice President (since 2010) and Assistant Secretary of Nuveen Commodities Asset Management, LLC. | 201 | ||||
Kathleen L. Prudhomme 901 Marquette Avenue Minneapolis, MN 55402 1953 | Vice President and Assistant Secretary | Term: Annual 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). | 201 | ||||
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| Name, Business Address and Year of Birth | Position(s) Held with Funds | Length of Time Served with Funds in the Fund Complex | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Served by Officer | ||||
Joel T. Slager 333 West Wacker Drive Chicago, IL 60606 1978 | Vice President and Assistant Secretary | Term: Annual Length of Service: Since 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). | 201 | ||||
Jeffery M. Wilson 333 West Wacker Drive Chicago, IL 60606 1956 | Vice President | Term: Annual Length of Service: Since 2011 | Senior Vice President of Nuveen Securities, LLC (since 2011); formerly Senior Vice President of FAF Advisors, Inc. (2000-2010). | 108 | ||||
Independent Registered Public Accounting Firm
The Independent Board Members unanimously selected PricewaterhouseCoopers LLP (“PwC”) or Ernst & Young LLP (“E&Y”) as the independent registered public accounting firm to audit the books and records of each Fund for each Fund’s most recently completed fiscal year. Each Fund’s auditor is identified onAppendix K.
A representative of each of PwC and E&Y will be present at the Meeting to make a statement, if such representative so desires, and to respond to shareholders’ questions. Each of PwC and E&Y has informed each applicable Fund that it has no direct or indirect material financial interest in the Funds, Nuveen, the Adviser or any other investment company sponsored by Nuveen.
As of the date of this Proxy Statement, the Independent Board Members have not yet selected the independent public accounting firm to audit the books and records of each Fund for each Fund’s current fiscal year.
Audit and Related Fees
The tables set forth inAppendix L provide the aggregate fees billed during each Fund’s last two fiscal years by each Fund’s independent registered public accounting firm for engagements directly related to the operations and financial reporting of each Fund including those relating (i) to each Fund for services provided to the Fund and (ii) to the Adviser and certain entities controlling, controlled by, or under common control with the Adviser that provide ongoing services to each Fund (“Adviser Entities”).
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Audit Committee Pre-Approval Policies and Procedures
Generally, the Audit Committee must approve each Fund’s independent registered public accounting firm’s engagements (i) with the Fund for audit or non-audit services and (ii) with the Adviser and Adviser Entities for non-audit services if the engagement relates directly to the operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent registered public accounting firm for each Fund and the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund), such engagements will be (i) pre-approved by the Audit Committee if they are expected to be for amounts greater than $10,000; (ii) reported to the Audit Committee chairman for his verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000.
The Audit Committee has approved in advance all audit services and non-audit services that the independent registered public accounting firm provided to each Fund and to the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund). None of the services rendered by the independent registered public accounting firm to each Fund or the Adviser or Adviser Entities were pre-approved by the Audit Committee pursuant to the pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X.
Shareholder Approval
For each Fund, the affirmative vote of a plurality of the shares present and entitled to vote at the Meeting will be required to elect the Board Members of that Fund. For purposes of determining the approval of the proposal to elect nominees for each Fund, abstentions and broker non-votes will have no effect on the election of Board Members.
The Board of each Fund unanimously recommends that shareholders of the Fund vote FOR the election of each nominee of the Board.
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ADDITIONAL INFORMATION
Attending the Meeting
If you wish to attend the Meeting and vote in person, you will be able to do so. If you intend to attend the Meeting in person and you are a record holder of a Fund’s shares, in order to gain admission you must show photographic identification, such as your driver’s license. If you intend to attend the Meeting in person and you hold your shares through a bank, broker or other custodian, in order to gain admission you must show photographic identification, such as your driver’s license, and satisfactory proof of ownership of shares of a Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of a recent date. If you hold your shares in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the Meeting. You may contact the Funds at (877) 821-2278 to obtain directions to the site of the Meeting.
Principal Shareholders
As of April 24, 2008,the Record Date, no shareholder owned, beneficially ownedor of record, more than 5% of any class of shares of theany Fund, except as statedprovided inAppendix D.
As of the Record Date, Nuveen and its affiliates and employees beneficially owned a majority of the outstanding voting securities of the following Funds:
| Fund | Percentage of Outstanding Voting Securities | |||
| Symphony Small Cap Core Fund | 100 | % | ||
| Symphony Dynamic Credit Fund(1) | 100 | % | ||
| Symphony Dynamic Equity Fund(1) | 100 | % | ||
| Global Tactical Opportunities Plus Fund(1) | 100 | % | ||
| NWQ Global Equity Fund(1) | 100 | % | ||
| Intelligent Risk Conservative Allocation Fund | 92 | % | ||
| NWQ Global Equity Income Fund | 83 | % | ||
| Intelligent Risk Moderate Allocation Fund | 77 | % | ||
| Intelligent Risk Growth Allocation Fund | 75 | % | ||
| Global Total Return Bond Fund | 69 | % | ||
| Santa Barbara International Dividend Growth Fund | 52 | % | ||
| Large Cap Core Fund | 52 | % | ||
| Large Cap Growth Fund | 50 | % | ||
| (1) | As of the Record Date, Fund had not been publicly offered. |
Nuveen and its affiliates and employees intend to vote FOR each proposal listed in this Joint Proxy Statement. As a result, the New Investment Management Agreement and the New Sub-Advisory Agreement(s) and applicable revisions to, or eliminations of, fundamental investment policies are expected to be approved with respect to such Funds regardless of how other shareholders vote on such proposals.
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Shareholder Proposals
The TrustTrusts generally doesdo not hold annual shareholders’ meetings, but will hold special meetings as required or deemed desirable. Because the Trust doesTrusts do not hold regular shareholders’ meetings, the anticipated date of the next special shareholders’ meeting (if any) cannot be provided. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders’ meeting of thea Trust should send their written proposal to thesuch Trust at 333 West Wacker Drive, Chicago, Illinois 60606. Proposals must be received a reasonable time before the Trust begins to print and mail its proxy materials for the meeting.
Shareholder Communications
Fund shareholders who want to communicate with the Board or any individual Board Member should write the Fund to the attention of Lorna Ferguson, Manager of Fund Board Relations, Nuveen, Investments, 333 West Wacker Drive, Chicago, Illinois 60606. The letter should indicate that you are a Fund shareholder and identifynote the Fund.Fund or Funds that you own. If the communication is intended for a specific Board Member and so indicates it will be sent only to that Board Member. If a communication does not indicate a specific Board Member, it will be sent to the chair of the nominating and governance committee of the BoardIndependent Chairman and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons.
Expenses of Proxy Solicitation
The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement and all other costs in connection with the solicitation of proxies will be paid one-half50% by Nuveen/TIAA-CREF and 50% by the Fund and one-half by NAM if allFunds (allocated among the proposals are approved and the new investment strategy is implemented. If any proposal is not approved, the new investment strategy will not be implemented and NAM will pay the cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement and all other costs in connection with the solicitation of proxies.Funds based on relative net assets). Solicitation may be made by letter or telephone by officers or employees of NAMNuveen or its affiliates,the Adviser, or by dealers and their representatives. The Fund hasFunds have engaged ComputershareComputerhsare Fund Services to assist in the solicitation of proxies at an estimated cost of $2,500 per Fund plus reasonable expenses.
Fiscal Year
The last fiscal year end for theof each Fund was June 30, 2007.
AnnualShareholder Report Delivery
Shareholder reports will be sent to shareholders of record of theeach Fund following the fiscal year end. Theapplicable period. Each Fund will furnish, without charge, a copy of its annual reportand/or semi-annual report as
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Please note that only one annual report, semi-annual report or proxy statement may be delivered to two or more shareholders of thea Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report,
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semi-annual report or proxy statement, or for instructions onas to how to request a separate copy of such documents or onas to how to request a single copy if multiple copies of such documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on August 5, 2014
Each Fund’s proxy statement is available at www.nuveenproxy.com/ProxyInfo/MF/Default.aspx. For more information, shareholders may also contact the applicable Fund at the address and phone number set forth above.
General
Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Meeting.Meetings. However, if other matters are properly presented to the MeetingMeetings for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Fund.
A list of shareholders entitled to be present and to vote at theeach Meeting will be available at the offices of the Fund,Funds, 333 West Wacker Drive, Chicago, Illinois, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Meeting.
Failure of a quorum to be present at theany Meeting will necessitate adjournment and will subject thethat Fund to additional expense. The persons named in the enclosed proxy may also move for an adjournment of theany Meeting to permit further solicitation of proxies with respect to aany proposal if they determine that adjournment and further solicitation is reasonable and in the best interests of the shareholders.Funds. Under the Trust’seach Fund’s By-Laws, an adjournment of the Meeting for the Funda meeting with respect to a matter requires the affirmative vote of a majority of the shares ofentitled to vote on the Fundmatter present in person or represented by proxy at the Meeting.
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
Kevin J. McCarthy
Vice President and Secretary
19June 17, 2014
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InformationFUND INFORMATION
| Shares of Each Class Outstanding as of the Record Date | ||||||||||||||||||||||||||||
| Fund Name | Abbreviated Fund Name | Fiscal Year End | Class A | Class B | Class C | Class R3 | Class R6 | Class I | ||||||||||||||||||||
| Nuveen Investment Trust | ||||||||||||||||||||||||||||
| Nuveen Concentrated Core Fund | Concentrated Core Fund | 8/31 | 200,219 | — | 30,969 | — | — | 185,938 | ||||||||||||||||||||
| Nuveen Core Dividend Fund | Core Dividend Fund | 8/31 | 367,869 | — | 70,431 | — | — | 108,360 | ||||||||||||||||||||
| Nuveen Equity Market Neutral Fund | Equity Market Neutral Fund | 8/31 | 749,917 | — | 79,839 | — | — | 1,156,691 | ||||||||||||||||||||
| Nuveen Global Tactical Opportunities Plus Fund | Global Tactical Opportunities Plus Fund | 10/31 | 1,250 | — | 1,250 | — | — | 147,500 | ||||||||||||||||||||
| Nuveen Global Total Return Bond Fund | Global Total Return Bond Fund | 6/30 | 71,474 | — | 9,693 | 2,437 | — | 905,097 | ||||||||||||||||||||
| Nuveen Intelligent Risk Conservative Allocation Fund | Intelligent Risk Conservative Allocation Fund | 8/31 | 14,312 | — | 6,255 | 2,500 | — | 215,709 | ||||||||||||||||||||
| Nuveen Intelligent Risk Growth Allocation Fund | Intelligent Risk Growth Allocation Fund | 8/31 | 25,106 | — | 8,978 | 2,500 | — | 226,097 | ||||||||||||||||||||
| Nuveen Intelligent Risk Moderate Allocation Fund | Intelligent Risk Moderate Allocation Fund | 8/31 | 16,825 | — | 14,000 | 2,500 | — | 243,178 | ||||||||||||||||||||
| Nuveen Large Cap Core Fund | Large Cap Core Fund | 8/31 | 227,624 | — | 119,963 | — | — | 931,453 | ||||||||||||||||||||
| Nuveen Large Cap Core Plus Fund | Large Cap Core Plus Fund | 8/31 | 431,735 | — | 89,649 | — | — | 1,172,958 | ||||||||||||||||||||
| Nuveen Large Cap Growth Fund | Large Cap Growth Fund | 8/31 | 505,327 | — | 66,400 | — | — | 640,536 | ||||||||||||||||||||
| Nuveen Large Cap Value Fund | Large Cap Value Fund | 8/31 | 10,622,855 | — | 958,705 | 4,106 | — | 2,347,490 | ||||||||||||||||||||
| Nuveen NWQ Global Equity Fund | NWQ Global Equity Fund | 6/30 | 2,500 | — | 2,500 | — | — | 45,000 | ||||||||||||||||||||
| Nuveen NWQ Global Equity Income Fund | NWQ Global Equity Income Fund | 6/30 | 12,500 | — | 12,500 | 12,500 | — | 22,819 | ||||||||||||||||||||
| Nuveen NWQ Large-Cap Value Fund | NWQ Large-Cap Value Fund | 6/30 | 2,920,882 | — | 515,831 | 2,688 | — | 26,925,738 | ||||||||||||||||||||
| Nuveen NWQ Multi-Cap Value Fund | NWQ Multi-Cap Value Fund | 6/30 | 1,689,672 | 91,028 | 1,865,949 | 9,684 | — | 2,672,186 | ||||||||||||||||||||
| Nuveen NWQ Small/Mid-Cap Value Fund | NWQ Small/Mid-Cap Value Fund | 6/30 | 293,738 | — | 119,285 | 26,231 | — | 1,775,676 | ||||||||||||||||||||
| Nuveen NWQ Small-Cap Value Fund | NWQ Small-Cap Value Fund | 6/30 | 1,130,762 | — | 420,227 | 61,063 | 72,051 | 5,735,786 | ||||||||||||||||||||
| Nuveen Tradewinds Value Opportunities Fund | Tradewinds Value Opportunities Fund | 6/30 | 5,830,161 | 56,488 | 3,336,774 | 124,034 | — | 3,630,524 | ||||||||||||||||||||
A-1
| Shares of Each Class Outstanding as of the Record Date | ||||||||||||||||||||||||||||
| Fund Name | Abbreviated Fund Name | Fiscal Year End | Class A | Class B | Class C | Class R3 | Class R6 | Class I | ||||||||||||||||||||
| Nuveen Investment Trust II | ||||||||||||||||||||||||||||
| Nuveen Equity Long/Short Fund | Equity Long/Short Fund | 8/31 | 640,853 | — | 113,060 | — | — | 176,385 | ||||||||||||||||||||
| Nuveen Global Growth Fund | Global Growth Fund | 7/31 | 203,600 | — | 53,288 | 22,480 | — | 202,444 | ||||||||||||||||||||
| Nuveen Growth Fund | Growth Fund | 8/31 | 555,604 | — | 308,136 | 2,125 | — | 695,901 | ||||||||||||||||||||
| Nuveen International Growth Fund | International Growth Fund | 7/31 | 1,707,584 | — | 209,732 | 4,796 | — | 2,232,726 | ||||||||||||||||||||
| Nuveen Santa Barbara Dividend Growth Fund | Santa Barbara Dividend Growth Fund | 7/31 | 21,200,325 | 27,959 | 13,164,497 | 749,223 | 1,840,724 | 35,486,184 | ||||||||||||||||||||
| Nuveen Santa Barbara Global Dividend Growth Fund | Santa Barbara Global Dividend Growth Fund | 7/31 | 137,970 | — | 29,291 | 2,500 | — | 116,304 | ||||||||||||||||||||
| Nuveen Santa Barbara International Dividend Growth Fund | Santa Barbara International Dividend Growth Fund | 7/31 | 17,140 | — | 9,857 | 2,500 | — | 74,298 | ||||||||||||||||||||
| Nuveen Symphony Dynamic Equity Fund | Symphony Dynamic Equity Fund | 6/30 | 2,500 | — | 2,500 | — | — | 95,000 | ||||||||||||||||||||
| Nuveen Symphony International Equity Fund | Symphony International Equity Fund | 9/30 | 25,802 | — | 16,064 | 3,325 | — | 412,582 | ||||||||||||||||||||
| Nuveen Symphony Large-Cap Growth Fund | Symphony Large-Cap Growth Fund | 9/30 | 2,319,777 | — | 825,148 | 101,028 | — | 1,537,643 | ||||||||||||||||||||
| Nuveen Symphony Low Volatility Equity Fund | Symphony Low Volatility Equity Fund | 9/30 | 187,931 | — | 72,219 | — | — | 2,035,023 | ||||||||||||||||||||
| Nuveen Symphony Mid-Cap Core Fund | Symphony Mid-Cap Core Fund | 9/30 | 452,588 | — | 86,803 | 13,041 | — | 1,027,942 | ||||||||||||||||||||
| Nuveen Symphony Small Cap Core Fund | Symphony Small Cap Core Fund | 9/30 | 2,500 | — | 2,500 | — | — | 45,000 | ||||||||||||||||||||
| Nuveen Tradewinds Emerging Markets Fund | Tradewinds Emerging Markets Fund | 7/31 | 85,072 | — | 55,605 | 2,649 | — | 698,090 | ||||||||||||||||||||
| Nuveen Tradewinds Global All-Cap Fund | Tradewinds Global All-Cap Fund | 7/31 | 2,541,977 | — | 1,798,013 | 16,450 | — | 2,770,855 | ||||||||||||||||||||
| Nuveen Tradewinds International Value Fund | Tradewinds International Value Fund | 7/31 | 6,269,938 | 27,472 | 1,174,315 | 74,521 | — | 6,440,421 | ||||||||||||||||||||
| Nuveen Tradewinds Japan Fund | Tradewinds Japan Fund | 7/31 | 37,081 | — | 20,044 | — | — | 116,691 | ||||||||||||||||||||
| Nuveen Winslow Large-Cap Growth Fund | Winslow Large-Cap Growth Fund | 7/31 | 712,066 | — | 48,397 | 70,854 | 779,660 | 26,724,076 | ||||||||||||||||||||
A-2
| Shares of Each Class Outstanding as of the Record Date | ||||||||||||||||||||||||||||
| Fund Name | Abbreviated Fund Name | Fiscal Year End | Class A | Class B | Class C | Class R3 | Class R6 | Class I | ||||||||||||||||||||
| Nuveen Investment Trust III | ||||||||||||||||||||||||||||
| Nuveen Symphony Credit Opportunities Fund | Symphony Credit Opportunities Fund | 9/30 | 19,172,568 | — | 7,224,022 | — | — | 29,432,553 | ||||||||||||||||||||
| Nuveen Symphony Dynamic Credit Fund | Symphony Dynamic Credit Fund | 6/30 | 2,500 | — | 2,500 | — | — | 495,000 | ||||||||||||||||||||
| Nuveen Symphony Floating Rate Income Fund | Symphony Floating Rate Income Fund | 9/30 | 7,191,322 | — | 1,934,685 | — | — | 41,508,624 | ||||||||||||||||||||
| Nuveen Symphony High Yield Bond Fund | Symphony High Yield Bond Fund | 9/30 | 3,564,276 | — | 29,901 | — | — | 627,631 | ||||||||||||||||||||
| Nuveen Investment Trust V | ||||||||||||||||||||||||||||
| Nuveen Gresham Diversified Commodity Strategy Fund | Gresham Diversified Commodity Strategy Fund | 9/30 | 251,380 | — | 33,170 | — | — | 1,862,730 | ||||||||||||||||||||
| Nuveen Gresham Long/Short Commodity Strategy Fund | Gresham Long/Short Commodity Strategy Fund | 9/30 | 85,804 | — | 2,827 | — | — | 801,449 | ||||||||||||||||||||
| Nuveen NWQ Flexible Income Fund | NWQ Flexible Income Fund | 9/30 | 2,125,313 | — | 242,463 | — | — | 874,095 | ||||||||||||||||||||
| Nuveen Preferred Securities Fund | Preferred Securities Fund | 9/30 | 22,246,328 | — | 10,690,165 | 159,483 | — | 45,410,660 | ||||||||||||||||||||
A-3
Appendix B
DATES RELATING TO ORIGINAL INVESTMENT MANAGEMENT AGREEMENTS
| Fund | Date of Original Investment Management Agreement | Date Original Investment Management Agreement Last Approved by Shareholders | Date Original Investment Management Agreement Last Approved For Continuance by Board | |||
| Nuveen Investment Trust | ||||||
| Concentrated Core Fund | June 17, 2013 | June 17, 2013(2) | April 30, 2014(3) | |||
| Core Dividend Fund | June 17, 2013 | June 17, 2013(2) | April 30, 2014(3) | |||
| Equity Market Neutral Fund | June 17, 2013 | June 17, 2013(2) | April 30, 2014(3) | |||
| Global Tactical Opportunities Plus Fund | August 21, 2013 | October 1, 2013(2) | April 30, 2014(4) | |||
| Global Total Return Bond Fund | November 29, 2011 | December 1, 2011(2) | April 30, 2014 | |||
| Intelligent Risk Conservative Allocation Fund | May 4, 2012 | May 7, 2012(2) | April 30, 2014 | |||
| Intelligent Risk Growth Allocation Fund | May 4, 2012 | May 7, 2012(2) | April 30, 2014 | |||
| Intelligent Risk Moderate Allocation Fund | May 4, 2012 | May 7, 2012(2) | April 30, 2014 | |||
| Large Cap Core Fund | June 17, 2013 | June 17, 2013(2) | April 30, 2014(5) | |||
| Large Cap Core Plus Fund | June 17, 2013 | June 17, 2013(2) | April 30, 2014(5) | |||
| Large Cap Growth Fund | June 17, 2013 | June 17, 2013(2) | April 30, 2014(5) | |||
| Large Cap Value Fund | November 13, 2007 | October 12, 2007(1) | April 30, 2014 | |||
| NWQ Global Equity Fund | April 1, 2014 | April 1, 2014(2) | April 30, 2014(6) | |||
| NWQ Global Equity Income Fund | February 14, 2014 | February 14, 2014(2) | April 30, 2014(7) | |||
| NWQ Large-Cap Value Fund | November 13, 2007 | November 12, 2007(1) | April 30, 2014 | |||
| NWQ Multi-Cap Value Fund | November 30, 2007 | November 30, 2007(1) | April 30, 2014 | |||
| NWQ Small/Mid-Cap Value Fund | November 13, 2007 | October 12, 2007(1) | April 30, 2014 | |||
| NWQ Small-Cap Value Fund | November 13, 2007 | October 22, 2007(1) | April 30, 2014 | |||
| Tradewinds Value Opportunities Fund | November 30, 2007 | November 30, 2007(1) | April 30, 2014 | |||
| Nuveen Investment Trust II | ||||||
| Equity Long/Short Fund | May 21, 2013 | May 20, 2013(2) | April 30, 2014(8) | |||
| Global Growth Fund | March 1, 2013 | April 24, 2009(2) | April 30, 2014 | |||
| Growth Fund | March 1, 2013 | October 22, 2007(1) | April 30, 2014 | |||
B-1
| Fund | Date of Original Investment Management Agreement | Date Original Investment Management Agreement Last Approved by Shareholders | Date Original Investment Management Agreement Last Approved For Continuance by Board | |||
| International Growth Fund | March 1, 2013 | April 24, 2009(2) | April 30, 2014 | |||
| Santa Barbara Dividend Growth Fund | November 13, 2007 | October 12, 2007(1) | April 30, 2014 | |||
| Santa Barbara Global Dividend Growth Fund | June 11, 2012 | June 13, 2012(2) | April 30, 2014 | |||
| Santa Barbara International Dividend Growth Fund | June 11, 2012 | June 13, 2012(2) | April 30, 2014 | |||
| Symphony Dynamic Equity Fund | December 9, 2013 | December 14, 2013(2) | April 30, 2014(9) | |||
| Symphony International Equity Fund | May 27, 2008 | June 2, 2008(2) | April 30, 2014 | |||
| Symphony Large-Cap Growth Fund | November 13, 2007 | October 12, 2007(1) | April 30, 2014 | |||
| Symphony Low Volatility Equity Fund | November 13, 2007 | October 12, 2007(1) | April 30, 2014 | |||
| Symphony Mid-Cap Core Fund | November 13, 2007 | October 12, 2007(1) | April 30, 2014 | |||
| Symphony Small Cap Core Fund | December 9, 2013 | December 14, 2013(2) | April 30, 2014(9) | |||
| Tradewinds Emerging Markets Fund | December 29, 2008 | January 5, 2009(2) | April 30, 2014 | |||
| Tradewinds Global All-Cap Fund | November 30, 2007 | November 30, 2007(1) | April 30, 2014 | |||
| Tradewinds International Value Fund | November 30, 2007 | November 30, 2007(1) | April 30, 2014 | |||
| Tradewinds Japan Fund | December 29, 2008 | January 5, 2009(2) | April 30, 2014 | |||
| Winslow Large-Cap Growth Fund | November 29, 2008 | May 14, 2009(2) | April 30, 2014 | |||
| Nuveen Investment Trust III | ||||||
| Symphony Credit Opportunities Fund | April 28, 2010 | April 28, 2010(2) | April 30, 2014 | |||
| Symphony Dynamic Credit Fund | December 30, 2013 | January 16, 2014(2) | April 30, 2014(9) | |||
| Symphony Floating Rate Income Fund | May 2, 2011 | May 4, 2011(2) | April 30, 2014 | |||
| Symphony High Yield Bond Fund | December 10, 2012 | December 11, 2012(2) | April 30, 2014 | |||
| Nuveen Investment Trust V | ||||||
| Gresham Diversified Commodity Strategy Fund | July 30, 2012 | August 22, 2012(2) | April 30, 2014 | |||
| Gresham Long/Short Commodity Strategy Fund | July 30, 2012 | August 22, 2012(2) | April 30, 2014 | |||
| NWQ Flexible Income Fund | December 8, 2009 | December 9, 2009(2) | April 30, 2014 | |||
| Preferred Securities Fund | November 13, 2007 | October 12, 2007(1) | April 30, 2014 | |||
| (1) | The Original Investment Management Agreement was approved by shareholders in connection with a previous change of control of Nuveen. |
B-2
| (2) | The Original Investment Management Agreement was approved by a Consent of Sole Shareholder. |
| (3) | Previously, with respect to Concentrated Core Fund, Core Dividend Fund and Equity Market Neutral Fund, the Board initially approved the Original Investment Management Agreement at a meeting held on May 20-22, 2013 in connection with the commencement of operations of the Fund. |
| (4) | Previously, with respect to Global Tactical Opportunities Plus Fund, the Board initially approved the Original Investment Management Agreement at a meeting held on August 6-8, 2013 in connection with the commencement of operations of the Fund. |
| (5) | Previously, with respect to Large Cap Core Fund, Large Cap Core Plus Fund and Large Cap Growth Fund, the Board initially approved the Original Investment Management Agreement at a meeting held on May 20-22, 2013 in connection with the commencement of operations of the Fund. |
| (6) | Previously, with respect to NWQ Global Equity Fund , the Board initially approved the Original Investment Management Agreement at a meeting held on February 25-27, 2014 in connection with the commencement of operations of the Fund. |
| (7) | Previously, with respect to NWQ Global Equity Income Fund, at a meeting held on November 18-20, 2013, the Board approved an amendment to the Original Investment Management Agreement to revise the fees paid to the Adviser. |
| (8) | Previously, with respect to Equity Long/Short Fund, at a meeting held on February 26-28, 2013, the Board approved an amendment to the Original Investment Management Agreement to revise the fees paid to the Adviser. |
| (9) | Previously, with respect to Symphony Dynamic Equity Fund, Symphony Dynamic Credit Fund and Symphony Small Cap Core Fund, the Board initially approved the Original Investment Management Agreement at a meeting held on November 18-20, 2013 in connection with the commencement of operations of the Fund. |
B-3
Appendix C
INVESTMENT MANAGEMENT FEE INFORMATION
Complex-Level Fee Rates
| Complex-Level Managed Asset Breakpoint Level | Effective Rate at Breakpoint Level | |||
| First $55 billion | .2000 | % | ||
| $56 billion | .1996 | % | ||
| $57 billion | .1989 | % | ||
| $60 billion | .1961 | % | ||
| $63 billion | .1931 | % | ||
| $66 billion | .1900 | % | ||
| $71 billion | .1851 | % | ||
| $76 billion | .1806 | % | ||
| $80 billion | .1773 | % | ||
| $91 billion | .1691 | % | ||
| $125 billion | .1599 | % | ||
| $200 billion | .1505 | % | ||
| $250 billion | .1469 | % | ||
| $300 billion | .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 trust’s 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.
Each Fund’s complex-level fee rate is determined by taking the current overall complex-level fee rate, which is based on the Underlyingaggregate amount of the “eligible assets” of all Nuveen Funds pursuant to the schedule above, and making, as appropriate, upward adjustments to that rate based
C-1
upon the percentage of each Fund’s assets that are not “eligible assets.” Certain Funds (Symphony Low Volatility Equity Fund, Symphony Mid-Cap Core Fund) have merged with former First American Funds and, as a result, a portion of their assets are not “eligible assets.” As a result, not all Funds have the same complex-level fee rate. The maximum overall complex-level fee rate is 0.2000% of a Fund’s average daily net assets, which is based upon complex-level eligible assets of $55 billion, with the overall complex-level fee rate decreasing incrementally (as shown in the table above) for eligible assets above that level. Fund-specific complex-level fee rates will not exceed the maximum overall complex-level fee rate of 0.2000%. Each Fund’s fund-specific complex-level fee rate as of December 31, 2013 is set forth on the following chart.
C-2
Fund-Level Fee Rates, Fund-Specific Complex-Level Fee Rate, Effective Management Fee Rate, Management Fees Paid, Fees Paid
to Distributor and Net Assets
| Fund | Fiscal Year End | Fund Level Fee | Fund-Specific Complex-Level Fee Rate (as of 12/31/2013) | Effective Management Fee Rate During last Fiscal Year† | Fees Paid to the Adviser During Last Fiscal Year | Fees Paid to the Distributor During Last Fiscal Year | Net Assets as of 12/31/2013 | |||||||||
| Fund Average Daily Net Assets | Fee Rate | |||||||||||||||
Nuveen Investment Trust | ||||||||||||||||
| Concentrated Core Fund(1)(9) | 8/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.6500% 0.6375% 0.6250% 0.6125% 0.6000% 0.5750% | 0.1686% | 0.82% | $1,990 | $181 | $5,532,446 | ||||||||
| Core Dividend Fund(1)(9) | 8/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.5500% 0.5375% 0.5250% 0.5125% 0.5000% 0.4750% | 0.1686% | 0.72% | $2,069 | $280 | $6,442,230 | ||||||||
| Equity Market Neutral Fund(1)(9) | 8/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 1.1000% 1.0875% 1.0750% 1.0625% 1.0500% 1.0250% | 0.1686% | 1.27% | $31,103 | $227 | $27,210,543 | ||||||||
| Global Tactical Opportunities Plus Fund(2)(9) | 10/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.7500% 0.7375% 0.7250% 0.7125% 0.7000% 0.6750% | 0.1686% | 0.75% | $2,220 | $31 | $2,988,804 | ||||||||
C-3
| Fund | Fiscal Year End | Fund Level Fee | Fund-Specific Complex-Level Fee Rate (as of 12/31/2013) | Effective Management Fee Rate During last Fiscal Year† | Fees Paid to the Adviser During Last Fiscal Year | Fees Paid to the Distributor During Last Fiscal Year | Net Assets as of 12/31/2013 | |||||||||
| Fund Average Daily Net Assets | Fee Rate | |||||||||||||||
| Global Total Return Bond Fund(9) | 6/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.4000% 0.3875% 0.3750% 0.3625% 0.3500% 0.3250% | 0.1686% | 0.57% | $96,793 | $3,581 | $18,995,850 | ||||||||
Intelligent Risk | 8/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.6000% 0.5875% 0.5750% 0.5625% 0.5500% 0.5250% | 0.1686% | 0.77% | $9,437 | $1,420 | $4,607,700 | ||||||||
| Intelligent Risk Growth Allocation Fund(9) | 8/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.6000% 0.5875% 0.5750% 0.5625% 0.5500% 0.5250% | 0.1686% | 0.77% | $10,192 | $1,327 | $5,688,813 | ||||||||
| Intelligent Risk Moderate Allocation Fund(9) | 8/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.6000% 0.5875% 0.5750% 0.5625% 0.5500% 0.5250% | 0.1686% | 0.77% | $14,257 | $2,753 | $5,641,475 | ||||||||
C-4
| Fund | Fiscal Year End | Fund Level Fee | Fund-Specific Complex-Level Fee Rate (as of 12/31/2013) | Effective Management Fee Rate During last Fiscal Year† | Fees Paid to the Adviser During Last Fiscal Year | Fees Paid to the Distributor During Last Fiscal Year | Net Assets as of 12/31/2013 | |||||||||
| Fund Average Daily Net Assets | Fee Rate | |||||||||||||||
| Large Cap Core Fund(1)(9) | 8/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.5500% 0.5375% 0.5250% 0.5125% 0.5000% 0.4750% | 0.1686% | 0.72% | $17,151 | $262 | $17,022,198 | ||||||||
| Large Cap Core Plus Fund(1)(9) | 8/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 1.0000% 0.9875% 0.9750% 0.9625% 0.9500% 0.9250% | 0.1686% | 1.17% | $32,716 | $180 | $28,823,751 | ||||||||
| Large Cap Growth Fund(1)(9) | 8/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.5500% 0.5375% 0.5250% 0.5125% 0.5000% 0.4750% | 0.1686% | 0.72% | $17,092 | $251 | $23,387,237 | ||||||||
| Large Cap Value Fund(4)(9) | 8/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.5500% 0.5375% 0.5250% 0.5125% 0.5000% 0.4750% | 0.1686% | 0.71% | $422,600 | $154,188 | $354,470,816 | ||||||||
C-5
| Fund | Fiscal Year End | Fund Level Fee | Fund-Specific Complex-Level Fee Rate (as of 12/31/2013) | Effective Management Fee Rate During last Fiscal Year† | Fees Paid to the Adviser During Last Fiscal Year | Fees Paid to the Distributor During Last Fiscal Year | Net Assets as of 12/31/2013 | |||||||||
| Fund Average Daily Net Assets | Fee Rate | |||||||||||||||
| NWQ Global Equity Fund(3)(9) | 6/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.6500% 0.6375% 0.6250% 0.6125% 0.6000% 0.5750% | N/A | N/A | N/A | N/A | N/A | ||||||||
| NWQ Global Equity Income Fund(9) | 6/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.6500% 0.6375% 0.6250% 0.6125% 0.6000% 0.5750% | 0.1686% | 0.67% | $7,387(10) | $4,836 | $1,374,471 | ||||||||
| NWQ Large-Cap Value Fund(9) | 6/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.5500% 0.5375% 0.5250% 0.5125% 0.5000% 0.4750% | 0.1686% | 0.69% | $8,141,216 | $191,781 | $1,608,632,379 | ||||||||
| NWQ Multi-Cap Value Fund(9) | 6/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.6300% 0.6175% 0.6050% 0.5925% 0.5800% 0.5550% | 0.1686% | 0.80% | $1,279,122 | $648,602 | $163,871,422 | ||||||||
C-6
| Fund | Fiscal Year End | Fund Level Fee | Fund-Specific Complex-Level Fee Rate (as of 12/31/2013) | Effective Management Fee Rate During last Fiscal Year† | Fees Paid to the Adviser During Last Fiscal Year | Fees Paid to the Distributor During Last Fiscal Year | Net Assets as of 12/31/2013 | |||||||||
| Fund Average Daily Net Assets | Fee Rate | |||||||||||||||
| NWQ Small/Mid-Cap Value Fund(9) | 6/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.6000% 0.5875% 0.5750% 0.5625% 0.5500% 0.5250% | 0.1686% | 0.77% | $242,486 | $34,393 | $60,860,967 | ||||||||
| NWQ Small-Cap Value Fund(9) | 6/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.7500% 0.7375% 0.7250% 0.7125% 0.7000% 0.6750% | 0.1686% | 0.92% | $1,156,018 | $69,986 | $212,041,737 | ||||||||
| Tradewinds Value Opportunities Fund(9) | 6/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.6300% 0.6175% 0.6050% 0.5925% 0.5800% 0.5550% | 0.1686% | 0.78% | $5,927,264 | $2,555,379 | $565,691,960 | ||||||||
Nuveen Investment Trust II | ||||||||||||||||
| Equity Long/Short Fund(4)(9) | 8/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 1.1000% 1.0875% 1.0750% 1.0625% 1.0500% 1.0250% | 0.1686% | 1.27% | $4,724 | $155 | $12,973,573 | ||||||||
C-7
| Fund | Fiscal Year End | Fund Level Fee | Fund-Specific Complex-Level Fee Rate (as of 12/31/2013) | Effective Management Fee Rate During last Fiscal Year† | Fees Paid to the Adviser During Last Fiscal Year | Fees Paid to the Distributor During Last Fiscal Year | Net Assets as of 12/31/2013 | |||||||||
| Fund Average Daily Net Assets | Fee Rate | |||||||||||||||
| Global Growth Fund(9) | 7/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.6500% 0.6375% 0.6250% 0.6125% 0.6000% 0.5750% | 0.1686% | 0.82% | $21,704 | $5,696 | $11,600,431 | ||||||||
| Growth Fund(4)(9) | 8/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.5000% 0.4875% 0.4750% 0.4625% 0.4500% 0.4250% | 0.1686% | 0.67% | $19,432 | $6,824 | $41,923,350 | ||||||||
| International Growth Fund(9) | 7/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.6500% 0.6375% 0.6250% 0.6125% 0.6000% 0.5750% | 0.1686% | 0.82% | $211,565 | $9,123 | $102,168,242 | ||||||||
| Santa Barbara Dividend Growth Fund(9) | 7/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.5000% 0.4875% 0.4750% 0.4625% 0.4500% 0.4250% | 0.1686% | 0.62% | $10,603,562 | $3,497,885 | $2,474,599,444 | ||||||||
C-8
| Fund | Fiscal Year End | Fund Level Fee | Fund-Specific Complex-Level Fee Rate (as of 12/31/2013) | Effective Management Fee Rate During last Fiscal Year† | Fees Paid to the Adviser During Last Fiscal Year | Fees Paid to the Distributor During Last Fiscal Year | Net Assets as of 12/31/2013 | |||||||||
| Fund Average Daily Net Assets | Fee Rate | |||||||||||||||
| Santa Barbara Global Dividend Growth Fund(9) | 7/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.6500% 0.6375% 0.6250% 0.6125% 0.6000% 0.5750% | 0.1686% | 0.82% | $20,599 | $4,731 | $6,900,509 | ||||||||
| Santa Barbara International Dividend Growth Fund(9) | 7/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.6500% 0.6375% 0.6250% 0.6125% 0.6000% 0.5750% | 0.1686% | 0.82% | $10,306 | $1,054 | $2,173,082 | ||||||||
| Symphony Dynamic Equity Fund(5)(9) | 6/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 1.1000% 1.0875% 1.0750% 1.0625% 1.0500% 1.0250% | 0.1686% | N/A | N/A | N/A | $2,059,845 | ||||||||
| Symphony International Equity Fund(9) | 9/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.6000% 0.5875% 0.5750% 0.5625% 0.5500% 0.5250% | 0.1686% | 0.77% | $46,437 | $1,970 | $8,276,698 | ||||||||
C-9
| Fund | Fiscal Year End | Fund Level Fee | Fund-Specific Complex-Level Fee Rate (as of 12/31/2013) | Effective Management Fee Rate During last Fiscal Year† | Fees Paid to the Adviser During Last Fiscal Year | Fees Paid to the Distributor During Last Fiscal Year | Net Assets as of 12/31/2013 | |||||||||
| Fund Average Daily Net Assets | Fee Rate | |||||||||||||||
| Symphony Large-Cap Growth Fund(9) | 9/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.5000% 0.4875% 0.4750% 0.4625% 0.4500% 0.4250% | 0.1686% | 0.67% | $719,279 | $328,820 | $154,706,570 | ||||||||
| Symphony Low Volatility Equity Fund(9) | 9/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.5000% 0.4875% 0.4750% 0.4625% 0.4500% 0.4250% | 0.1960% | 0.67% | $35,632(11) | $11,974 | $69,518,753 | ||||||||
| Symphony Mid-Cap Core Fund(9) | 9/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.5500% 0.5375% 0.5250% 0.5125% 0.5000% 0.4750% | 0.1935% | 0.72% | $35,675 | $14,770 | $37,846,288 | ||||||||
| Symphony Small Cap Core Fund(6)(9) | 9/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.7000% 0.6875% 0.6750% 0.6625% 0.6500% 0.6250% | 0.1686% | N/A | N/A | N/A | $1,040,366 | ||||||||
C-10
| Fund | Fiscal Year End | Fund Level Fee | Fund-Specific Complex-Level Fee Rate (as of 12/31/2013) | Effective Management Fee Rate During last Fiscal Year† | Fees Paid to the Adviser During Last Fiscal Year | Fees Paid to the Distributor During Last Fiscal Year | Net Assets as of 12/31/2013 | |||||||||
| Fund Average Daily Net Assets | Fee Rate | |||||||||||||||
| Tradewinds Emerging Markets Fund(9) | 7/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 1.0000% 0.9875% 0.9750% 0.9625% 0.9500% 0.9250% | 0.1686% | 1.17% | $604,028 | $67,537 | $32,079,078 | ||||||||
| Tradewinds Global All-Cap Fund(9) | 7/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.6900% 0.6775% 0.6650% 0.6525% 0.6400% 0.6150% | 0.1686% | 0.84% | $3,540,504 | $1,291,640 | $256,524,392 | ||||||||
| Tradewinds International Value Fund | 7/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.6900% 0.6775% 0.6650% 0.6525% 0.6400% 0.6150% | 0.1686% | 0.84% | $3,762,774 | $912,329 | $394,199,262 | ||||||||
| Tradewinds Japan Fund(9) | 7/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.7000% 0.6875% 0.6750% 0.6625% 0.6500% 0.6250% | 0.1686% | 0.87% | $35,981 | $5,447 | $4,892,733 | ||||||||
C-11
| Fund | Fiscal Year End | Fund Level Fee | Fund-Specific Complex-Level Fee Rate (as of 12/31/2013) | Effective Management Fee Rate During last Fiscal Year† | Fees Paid to the Adviser During Last Fiscal Year | Fees Paid to the Distributor During Last Fiscal Year | Net Assets as of 12/31/2013 | |||||||||
| Fund Average Daily Net Assets | Fee Rate | |||||||||||||||
| Winslow Large-Cap Growth Fund(9) | 7/31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.5500% 0.5375% 0.5250% 0.5125% 0.5000% 0.4750% | 0.1686% | 0.68% | $9,132,708 | $48,043 | $1,281,913,655 | ||||||||
| Nuveen Investment Trust III | ||||||||||||||||
| Symphony Credit Opportunities Fund(9) | 9/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.4500% 0.4375% 0.4250% 0.4125% 0.4000% 0.3750% | 0.1686% | 0.60% | $2,483,700(12) | $972,111 | $934,470,509 | ||||||||
| Symphony Dynamic Credit Fund(7)(9) | 6/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 1.5500% 1.5375% 1.5250% 1.5125% 1.5000% 1.4750% | N/A | N/A | N/A | N/A | N/A | ||||||||
| Symphony Floating Rate Income Fund(9) | 9/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.4500% 0.4375% 0.4250% 0.4125% 0.4000% 0.3750% | 0.1686% | 0.61% | $819,494 | $129,201 | $710,804,357 | ||||||||
C-12
| Fund | Fiscal Year End | Fund Level Fee | Fund-Specific Complex-Level Fee Rate (as of 12/31/2013) | Effective Management Fee Rate During last Fiscal Year† | Fees Paid to the Adviser During Last Fiscal Year | Fees Paid to the Distributor During Last Fiscal Year | Net Assets as of 12/31/2013 | |||||||||
| Fund Average Daily Net Assets | Fee Rate | |||||||||||||||
| Symphony High Yield Bond Fund(8)(9) | 9/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.4500% 0.4375% 0.4250% 0.4125% 0.4000% 0.3750% | 0.1686% | 0.62% | $50,545 | $9,948 | $94,734,068 | ||||||||
| Nuveen Investment Trust V | ||||||||||||||||
| Gresham Diversified Commodity Strategy Fund(9) | 9/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.8000% 0.7875% 0.7750% 0.7625% 0.7500% 0.7250% | 0.1686% | 0.97% | $140,292 | $1,028 | $19,377,725 | ||||||||
| Gresham Long/Short Commodity Strategy Fund(9) | 9/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 1.0000% 0.9875% 0.9750% 0.9625% 0.9500% 0.9250% | 0.1686% | 1.17% | $83,391 | $1,683 | $8,019,676 | ||||||||
| NWQ Flexible Income Fund(9) | 9/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.5500% 0.5375% 0.5250% 0.5125% 0.5000% 0.4750% | 0.1686% | 0.72% | $121,153 | $41,742 | $36,515,891 | ||||||||
C-13
| Fund | Fiscal Year End | Fund Level Fee | Fund-Specific Complex-Level Fee Rate (as of 12/31/2013) | Effective Management Fee Rate During last Fiscal Year† | Fees Paid to the Adviser During Last Fiscal Year | Fees Paid to the Distributor During Last Fiscal Year | Net Assets as of 12/31/2013 | |||||||||
| Fund Average Daily Net Assets | Fee Rate | |||||||||||||||
| Preferred Securities Fund(9) | 9/30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion | 0.5500% 0.5375% 0.5250% 0.5125% 0.5000% 0.4750% | 0.1686% | 0.69% | $8,211,386 | $2,576,228 | $1,104,749,549 | ||||||||
| † | Management fees (net of fee waivers and expense reimbursements, where applicable) paid to the Adviser during the Fund’s last fiscal year as a percentage of average daily net assets. |
| (1) | Each of Concentrated Core Fund, Core Dividend Fund, Equity Market Neutral Fund, Large Cap Core Fund, Large Cap Plus Fund and Large Cap Growth Fund commenced operations on June 17, 2013. |
| (2) | Global Tactical Opportunities Plus Fund commenced operations on September 26, 2013. |
| (3) | NWQ Global Equity Fund commenced operations on April 1, 2014. |
| (4) | For Equity Long/Short Fund and Growth Fund, due to a fiscal year end change, the amounts reflect management and distributor fees for a one month fiscal period ended August 31, 2013. For the fiscal year ended July 31, 2013, Equity Long/Short Fund and Growth Fund paid management fees of $15,129 and $202,091, respectively, and distributor fees of $753 and $62,619, respectively. For Large Cap Value Fund, due to a fiscal year end change, the amounts reflect management and distributor fees for a two month fiscal period ended August 31, 2013. For the fiscal year ended June 30, 2013, Large Cap Value Fund paid management fees of $2,236,994 and distributor fees of $853,922. |
| (5) | Symphony Dynamic Equity Fund commenced operations on December 12, 2013. |
| (6) | Symphony Small Cap Core Fund commenced operations on December 10, 2013. |
| (7) | Symphony Dynamic Credit Fund commenced operations on January 15, 2014. |
| (8) | Symphony High Yield Bond Fund commenced operations on December 10, 2012. |
| (9) | The Adviser 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, acquired fund fees and expenses, fees incurred in acquiring and disposing of portfolio securities and extraordinary expenses) do not exceed the amount of average daily net assets of any class of Fund shares as set forth in the table below and for the time periods as stated in the table below. Such expense limitations may be terminated or modified prior to that date only with the approval of the Board of the Fund. The Adviser may also voluntarily reimburse additional expenses from time to time in any of the Funds. Voluntary reimbursements may be terminated at any time at the Adviser’s discretion. |
C-14
| Fund | Current Expense Cap | Current Expense Cap Expiration Date | Permanent Expense Cap | |||
Nuveen Investment Trust | ||||||
| Concentrated Core Fund | 1.000% | July 31, 2016 | — | |||
| Core Dividend Fund | 0.950% | July 31, 2016 | — | |||
| Equity Market Neutral Fund | 1.400% | July 31, 2016 | — | |||
| Global Tactical Opportunities Plus Fund | 1.100% | February 28, 2016 | — | |||
| Global Total Return Bond Fund | 0.750% | October 31, 2014 | — | |||
| Intelligent Risk Conservative Allocation Fund | 0.710% | December 31, 2014 | — | |||
| Intelligent Risk Growth Allocation Fund | 0.710% | December 31, 2014 | — | |||
| Intelligent Risk Moderate Allocation Fund | 0.710% | December 31, 2014 | — | |||
| Large Cap Core Fund | 0.950% | July 31, 2016 | — | |||
| Large Cap Core Plus Fund | 1.250% | July 31, 2016 | — | |||
| Large Cap Growth Fund | 0.950% | July 31, 2016 | — | |||
| Large Cap Value Fund | — | — | 1.20% | |||
| NWQ Global Equity Fund(10) | 1.000% | October 31, 2016 | — | |||
| NWQ Global Equity Income Fund | 1.000% | October 31, 2016 | — | |||
| NWQ Large-Cap Value Fund | — | — | 1.350% | |||
| NWQ Multi-Cap Value Fund | 1.130% | October 31, 2014 | — | |||
| NWQ Small/Mid-Cap Value Fund | 1.100% | October 31, 2014 | 1.450% | |||
| NWQ Small-Cap Value Fund | — | — | 1.500% | |||
| Tradewinds Value Opportunities Fund | — | — | 1.500% | |||
Nuveen Investment Trust II | ||||||
| Equity Long/Short Fund | 1.400% | July 31, 2016 | — | |||
| Global Growth Fund | 1.200% | November 30, 2014 | 1.450% | |||
| Growth Fund | 1.000% | December 31, 2014 | 1.400% | |||
| International Growth Fund | 1.200% | November 30, 2014 | 1.450% | |||
| Santa Barbara Dividend Growth Fund | — | — | 1.250% | |||
| Santa Barbara Global Dividend Growth Fund | 1.200% | November 30, 2014 | — | |||
| Santa Barbara International Dividend Growth Fund | 1.200% | November 30, 2014 | — | |||
| Symphony Dynamic Equity Fund | 1.400% | December 31, 2015 | — | |||
| Symphony International Equity Fund | 1.130% | January 31, 2015 | 1.380% | |||
| Symphony Large-Cap Growth Fund | 1.000% | January 31, 2015 | 1.350% | |||
C-15
| Fund | Current Expense Cap | Current Expense Cap Expiration Date | Permanent Expense Cap | |||
| Symphony Low Volatility Equity Fund(11) | 0.800% | January 31, 2015 | 1.450% | |||
| Symphony Mid-Cap Core Fund | 1.150% | January 31, 2015 | 1.400% | |||
| Symphony Small Cap Core Fund | 1.150% | December 31, 2015 | — | |||
| Tradewinds Emerging Markets Fund | 1.500% | November 30, 2014 | 1.850% | |||
| Tradewinds Global All-Cap Fund | — | — | 1.550% | |||
| Tradewinds Japan Fund | 1.250% | November 30, 2014 | 1.500% | |||
| Winslow Large-Cap Growth Fund | 0.820% | November 30, 2014 | 1.250% | |||
Nuveen Investment Trust III | ||||||
| Symphony Credit Opportunities Fund(12) | — | — | 1.350% | |||
| Symphony Dynamic Credit Fund | 2.000% | December 31, 2015 | — | |||
| Symphony Floating Rate Income Fund | 0.850% | January 31, 2015 | 1.10% | |||
| Symphony High Yield Bond Fund | 0.850% | January 31, 2015 | — | |||
Nuveen Investment Trust V | ||||||
| Gresham Diversified Commodity Strategy Fund | 1.100% | January 31, 2015 | — | |||
| Gresham Long/Short Commodity Strategy Fund | 1.500% | January 31, 2015 | — | |||
| NWQ Flexible Income Fund | 0.750% | January 31, 2015 | 1.250% | |||
| Preferred Securities Fund | — | — | 1.250% | |||
| (10) | Prior to February 14, 2014, NWQ Global Equity Income Fund was subject to an expense cap pursuant to which the Adviser had 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, acquired fund fees and expenses, fees incurred in acquiring and disposing of portfolio securities and extraordinary expenses) do not exceed 0.90% of average daily net assets of any class of Fund shares. |
| (11) | Prior to October 29, 2014, Symphony Low Volatility Equity Fund was subject to an expense cap pursuant to which the Adviser had 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, acquired fund fees and expenses, fees incurred in acquiring and disposing of portfolio securities and extraordinary expenses) do not exceed 1.00% of average daily net assets of any class of Fund shares. |
| (12) | Prior to February 1, 2014, Symphony Credit Opportunities Fund was subject to an expense cap pursuant to which the Adviser had 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, acquired fund fees and expenses, fees incurred in acquiring and disposing of portfolio securities and extraordinary expenses) do not exceed 0.85% of average daily net assets of any class of Fund shares. |
C-16
Appendix D
DATES RELATING TO ORIGINAL SUB-ADVISORY AGREEMENTS
| Fund | Sub-Adviser | Date of Original Sub- Advisory Agreement | Date Original Investment Sub- Advisory Agreement Last Approved by Shareholders | Date Original Sub-Advisory Agreement Last Approved For Continuance by Board | ||||
| Nuveen Investment Trust | ||||||||
| Concentrated Core Fund | NAM | June 17, 2013 | June 17, 2013(2) | April 30, 2014(3) | ||||
| Core Dividend Fund | NAM | June 17, 2013 | June 17, 2013(2) | April 30, 2014(3) | ||||
| Equity Market Neutral Fund | NAM | June 17, 2013 | June 17, 2013(2) | April 30, 2014(3) | ||||
| Global Tactical Opportunities Plus Fund | NAM | August 13, 2013 | October 1, 2013(2) | April 30, 2014(4) | ||||
| Global Total Return Bond Fund | NAM | November 29, 2011 | December 1, 2011(2) | April 30, 2014 | ||||
| Intelligent Risk Conservative Allocation Fund | NAM | May 4, 2012 | May 7, 2012(2) | April 30, 2014 | ||||
| Intelligent Risk Growth Allocation Fund | NAM | May 4, 2012 | May 7, 2012(2) | April 30, 2014 | ||||
| Intelligent Risk Moderate Allocation Fund | NAM | May 4, 2012 | May 7, 2012(2) | April 30, 2014 | ||||
| Large Cap Core Fund | NAM | June 17, 2013 | June 17, 2013(2) | April 30, 2014(5) | ||||
| Large Cap Core Plus Fund | NAM | June 17, 2013 | June 17, 2013(2) | April 30, 2014(5) | ||||
| Large Cap Growth Fund | NAM | June 17, 2013 | June 17, 2013(2) | April 30, 2014(5) | ||||
| Large Cap Value Fund | NAM | June 24, 2013 | October 12, 2007(1) | April 30, 2014 | ||||
| NWQ Global Equity Fund | NWQ | April 1, 2014 | April 1, 2014(2) | April 30, 2014(6) | ||||
| NWQ Global Equity Income Fund | NWQ | September 14, 2009 as amended February 14, 2014 | February 14, 2014(2) | April 30, 2014(7) | ||||
| NWQ Large-Cap Value Fund | NWQ | November 13, 2007 | November 12, 2007(1) | April 30, 2014 | ||||
| NWQ Multi-Cap Value Fund | NWQ | November 30, 2007 | November 30, 2007(1) | April 30, 2014 | ||||
| NWQ Small/Mid-Cap Value Fund | NWQ | November 13, 2007 | October 12, 2007(1) | April 30, 2014 | ||||
| NWQ Small-Cap Value Fund | NWQ | November 13, 2007 | October 22, 2007(1) | April 30, 2014 | ||||
| Tradewinds Value Opportunities Fund | Tradewinds | November 30, 2007 | November 30, 2007(1) | April 30, 2014 | ||||
| Nuveen Investment Trust II | ||||||||
| Equity Long/Short Fund | NAM | May 21, 2013 | May 20, 2013(2) | April 30, 2014(8) | ||||
| Global Growth Fund | NAM | March 1, 2013 | April 24, 2009(2) | April 30, 2014(8) | ||||
| Growth Fund | NAM | March 1, 2013 | February 22, 2013(2) | April 30, 2014(8) | ||||
| International Growth Fund | NAM | March 1, 2013 | April 24, 2009(2) | April 30, 2014(8) | ||||
D-1
| Fund | Sub-Adviser | Date of Original Sub- Advisory Agreement | Date Original Investment Sub- Advisory Agreement Last Approved by Shareholders | Date Original Sub-Advisory Agreement Last Approved For Continuance by Board | ||||
| Santa Barbara Dividend Growth Fund | Santa Barbara | November 13, 2007 | October 12, 2007(1) | April 30, 2014 | ||||
| Santa Barbara Global Dividend Growth Fund | Santa Barbara | May 29, 2012 | June 13, 2012(2) | April 30, 2014 | ||||
| Santa Barbara International Dividend Growth Fund | SBAM | May 29, 2012 | June 13, 2012(2) | April 30, 2014 | ||||
| Symphony Dynamic Equity Fund | Symphony | December 9, 2013 | December 14, 2013(2) | April 30, 2014(9) | ||||
| Symphony International Equity Fund | Symphony | May 27, 2008 | June 2, 2008(2) | April 30, 2014 | ||||
| Symphony Large-Cap Growth Fund | Symphony | November 13, 2007 | October 12, 2007(1) | April 30, 2014 | ||||
| Symphony Low Volatility Equity Fund | Symphony | November 13, 2007 | October 12, 2007(1) | April 30, 2014 | ||||
| Symphony Mid-Cap Core Fund | Symphony | November 13, 2007 | October 12, 2007(1) | April 30, 2014 | ||||
| Symphony Small Cap Core Fund | Symphony | December 9, 2013 | December 14, 2013(2) | April 30, 2014(9) | ||||
| Tradewinds Emerging Markets Fund | Tradewinds | December 29, 2008 | January 5, 2009(2) | April 30, 2014 | ||||
| Tradewinds Global All-Cap Fund | Tradewinds | November 30, 2007 | November 30, 2007(1) | April 30, 2014 | ||||
| Tradewinds International Value Fund | Tradewinds | November 30, 2007 | November 30, 2007(1) | April 30, 2014 | ||||
| Tradewinds Japan Fund | Tradewinds | December 29, 2008 | January 5, 2009(2) | April 30, 2014 | ||||
| Winslow Large-Cap Growth Fund | Winslow | April 24, 2009 | May 14, 2009(2) | April 30, 2014 | ||||
| Nuveen Investment Trust III | ||||||||
| Symphony Credit Opportunities Fund | Symphony | April 28, 2010 | April 28, 2010(2) | April 30, 2014 | ||||
| Symphony Dynamic Credit Fund | Symphony | December 30, 2013 | January 16, 2014(2) | April 30, 2014(9) | ||||
| Symphony Floating Rate Income Fund | Symphony | May 2, 2011 | May 4, 2011(2) | April 30, 2014 | ||||
| Symphony High Yield Bond Fund | Symphony | December 10, 2012 | December 11, 2012(2) | April 30, 2014 | ||||
| Nuveen Investment Trust V | ||||||||
| Gresham Diversified Commodity Strategy Fund | Gresham | July 23, 2012 | August 22, 2012(2) | April 30, 2014 | ||||
| NAM | July 30, 2012 | August 22, 2012(2) | April 30, 2014 | |||||
| Gresham Long/Short Commodity Strategy Fund | Gresham | July 23, 2012 | August 22, 2012(2) | April 30, 2014 | ||||
| NAM | July 30, 2012 | August 22, 2012(2) | April 30, 2014 | |||||
| NWQ Flexible Income Fund | NWQ | December 8, 2009 | December 9, 2009(2) | April 30, 2014 | ||||
| Preferred Securities Fund | NAM | January 1, 2011 | † | April 30, 2014 | ||||
| (1) | The Original Sub-Advisory Agreement was approved by shareholders in connection with a previous change of control of Nuveen. |
| (2) | The Original Sub-Advisory Agreement was approved by a Consent of Sole Shareholder. |
| (3) | Previously, with respect to Concentrated Core Fund, Core Dividend Fund and Equity Market Neutral Fund, the Board initially approved the Original Sub-Advisory Agreement at a meeting held on May 20-22, 2013 in connection with the commencement of operations of the Fund. |
D-2
| (4) | Previously, with respect to Global Tactical Opportunities Plus Fund, the Board initially approved the Original Sub-Advisory Agreement at a meeting held on August 6-8, 2013 in connection with the commencement of operations of the Fund. |
| (5) | Previously, with respect to Large Cap Core Fund, Large Cap Core Plus Fund and Large Cap Growth Fund, the Board initially approved the Original Sub-Advisory Agreement at a meeting held on May 20-22, 2013 in connection with the commencement of operations of the Fund. |
| (6) | Previously, with respect to NWQ Global Equity Fund, the Board initially approved the Original Sub-Advisory Agreement at a meeting held on February 25-27, 2014 in connection with the commencement of operations of the Fund. |
| (7) | Previously, with respect to NWQ Global Equity Income Fund, at a meeting held on November 18-20, 2013, the Board approved an amendment to the Original Sub-Advisory Agreement to revise the fees paid to the Sub-Adviser. |
| (8) | Previously, with respect to Growth Fund, Global Growth Fund, Equity Long/Short Fund and International Growth Fund, at a meeting held on February 26-28, 2013, the Board approved a transfer of the sub-advisory agreement from SBAM to NAM. |
| (9) | Previously, with respect to Symphony Dynamic Equity Fund, Symphony Dynamic Credit Fundand Symphony Small Cap Core Fund, the Board initially approved the Original Sub-Advisory Agreement at a meeting held on November 18-20, 2013 in connection with the commencement of operations of the Fund. |
| † | Prior to January 1, 2011, the Fund was managed by the Adviser. Effective January 1, 2011, the Adviser formed a subsidiary, NAM, to house its portfolio management capabilities and entered into an investment sub-advisory agreement between the Adviser and NAM with respect to the Fund. The date shareholders last approved the Original Investment Management Agreement between the Fund and the Adviser is set forth in Appendix A. |
D-3
Appendix E
SUB-ADVISORY FEE RATES AND SUB-ADVISORY FEES PAID
| Fund | Fiscal Year End | Sub-Advisor | Sub-Advisory Fee as a Percentage of the Net Management Fee Paid by the Fund to the Adviser | Fees Paid to the Sub- Adviser During Last Fiscal Year | Net Assets as of 12/31/2013 | |||||
| Nuveen Investment Trust | ||||||||||
| Concentrated Core Fund(1) | 8/31 | NAM | 50.0000% | $0 | $5,532,446 | |||||
| Core Dividend Fund(1) | 8/31 | NAM | 50.0000% | $0 | $6,442,230 | |||||
| Equity Market Neutral Fund(1) | 8/31 | NAM | 50.0000% | $6,844 | $27,210,543 | |||||
| Global Tactical Opportunities Plus Fund(2) | 10/31 | NAM | 50.0000% | $0 | $2,988,804 | |||||
| Global Total Return Bond Fund | 6/30 | NAM | 50.0000% | $7,322 | $18,995,850 | |||||
| Intelligent Risk Conservative Allocation Fund | 8/31 | NAM | 50.0000% | $180 | $4,607,700 | |||||
| Intelligent Risk Growth Allocation Fund | 8/31 | NAM | 50.0000% | $172 | $5,688,813 | |||||
| Intelligent Risk Moderate Allocation Fund | 8/31 | NAM | 50.0000% | $198 | $5,641,475 | |||||
| Large Cap Core Fund(1) | 8/31 | NAM | 50.0000% | $3,232 | $17,022,198 | |||||
| Large Cap Core Plus Fund(1) | 8/31 | NAM | 50.0000% | $7,090 | $28,823,751 | |||||
| Large Cap Growth Fund(1) | 8/31 | NAM | 50.0000% | $3,244 | $23,387,237 | |||||
| Large Cap Value Fund(10) | 8/31 | NAM | 50.0000% | $211,300 | $354,470,816 | |||||
| NWQ Global Equity Fund(3) | 6/30 | NWQ | 50.0000% | N/A | N/A | |||||
| NWQ Global Equity Income Fund | 6/30 | NWQ | 50.0000% | $0 | $1,374,471 | |||||
| NWQ Large-Cap Value Fund | 6/30 | NWQ | 50.0000% | $4,059,791 | $1,608,632,379 | |||||
| NWQ Multi-Cap Value Fund | 6/30 | NWQ | 50.0000% | $611,093 | $163,871,422 | |||||
| NWQ Small/Mid-Cap Value Fund | 6/30 | NWQ | 50.0000% | $117,070 | $60,860,967 | |||||
| NWQ Small-Cap Value Fund | 6/30 | NWQ | 50.0000% | $576,881 | $212,041,737 | |||||
| Tradewinds Value Opportunities Fund | 6/30 | Tradewinds | 50.0000% | $2,612,190 | $565,691,960 | |||||
| Nuveen Investment Trust II | ||||||||||
| Equity Long/Short Fund(4) | 8/31 | NAM | 50.0000% | N/A | $12,973,573 | |||||
| Global Growth Fund(9) | 7/31 | NAM | 50.0000% | $0 | $11,600,431 | |||||
E-1
| Fund | Fiscal Year End | Sub-Advisor | Sub-Advisory Fee as a Percentage of the Net Management Fee Paid by the Fund to the Adviser | Fees Paid to the Sub- Adviser During Last Fiscal Year | Net Assets as of 12/31/2013 | |||||
| Growth Fund(4) | 8/31 | NAM | 50.0000% | $7,365 | $41,923,350 | |||||
| International Growth Fund(9) | 7/31 | NAM | 50.0000% | $25,235 | $102,168,242 | |||||
| Santa Barbara Dividend Growth Fund | 7/31 | SBAM | 50.0000% | $5,253,530 | $2,474,599,444 | |||||
| Santa Barbara Global Dividend Growth Fund | 7/31 | SBAM | 50.0000% | $6,754 | $6,900,509 | |||||
| Santa Barbara International Dividend Growth Fund | 7/31 | SBAM | 50.0000% | $8,865 | $2,173,082 | |||||
| Symphony Dynamic Equity Fund(5) | 6/30 | Symphony | 50.0000% | N/A | $2,059,845 | |||||
| Symphony International Equity Fund | 9/30 | Symphony | 50.0000% | $0 | $8,276,698 | |||||
| Symphony Large-Cap Growth Fund | 9/30 | Symphony | 50.0000% | $358,803 | $154,706,570 | |||||
| Symphony Low Volatility Equity Fund | 9/30 | Symphony | 50.0000% | $2,113 | $69,518,753 | |||||
| Symphony Mid-Cap Core Fund | 9/30 | Symphony | 50.0000% | $3,174 | $37,846,288 | |||||
| Symphony Small Cap Core Fund(6) | 9/30 | Symphony | 50.0000% | N/A | $1,040,366 | |||||
| Tradewinds Emerging Markets Fund | 7/31 | Tradewinds | 60.0000% | $229,329 | $32,079,078 | |||||
| Tradewinds Global All-Cap Fund | 7/31 | Tradewinds | 50.0000% | $1,528,709 | $256,524,392 | |||||
| Tradewinds International Value Fund | 7/31 | Tradewinds | 50.0000% | $1,608,158 | $394,199,262 | |||||
| Tradewinds Japan Fund | 7/31 | Tradewinds | 60.0000% | $398 | $4,892,733 | |||||
| Winslow Large-Cap Growth Fund | 7/31 | Winslow | 50.0000% | $4,404,567 | $1,281,913,655 | |||||
| Nuveen Investment Trust III | ||||||||||
| Symphony Credit Opportunities Fund | 9/30 | Symphony | 50.0000% | $1,241,850 | $934,470,509 | |||||
| Symphony Dynamic Credit Fund(7) | 6/30 | Symphony | 57.0000% | N/A | N/A | |||||
| Symphony Floating Rate Income Fund | 9/30 | Symphony | 50.0000% | $392,582 | $710,804,357 | |||||
| Symphony High Yield Bond Fund(8) | 9/30 | Symphony | 50.0000% | $20,177 | $94,734,068 | |||||
| Nuveen Investment Trust V | ||||||||||
| Gresham Diversified Commodity Strategy Fund | 9/30 | Gresham | 47.0000% | $7,179 | $19,377,725 | |||||
| NAM | 10.0000% | $1,527 | ||||||||
| Gresham Long/Short Commodity Strategy Fund | 9/30 | Gresham | 47.5000% | $4,210 | $8,019,676 | |||||
| NAM | 8.3300% | $738 | ||||||||
| NWQ Flexible Income Fund | 9/30 | NWQ | 50.0000% | $6,448 | $36,515,891 | |||||
| Preferred Securities Fund | 9/30 | NAM | 60.0000% | $4,926,832 | $1,104,749,549 | |||||
| (1) | Each of Concentrated Core Fund, Core Dividend Fund, Equity Market Neutral Fund, Large Cap Core Fund, Large Cap Plus Fund and Large Cap Growth Fund commenced operations on June 17, 2013. |
E-2
| (2) | Global Tactical Opportunities Plus Fund commenced operations on September 26, 2013. |
| (3) | NWQ Global Equity Fund commenced operations on April 1, 2014. |
| (4) | For Equity Long/Short Fund and Growth Fund, due to a fiscal year end change, the amount reflects sub-advisory fees for a one month fiscal period ended August 31, 2013. For the fiscal year ended July 31, 2013, the Adviser paid sub-advisory fees to NAM with respect to Equity Long/Short Fund and Growth Fund of $0 and $27,692, respectively, to NAM and $0 and $43,019, respectively, to Santa Barbara (which managed each fund prior to June 24, 2013). |
| (5) | Symphony Dynamic Equity Fund commenced operations on December 12, 2013. |
| (6) | Symphony Small Cap Core Fund commenced operations on December 10, 2013. |
| (7) | Symphony Dynamic Credit Fund commenced operations on January 15, 2014. |
| (8) | Symphony High Yield Bond Fund commenced operations on December 10, 2012. |
| (9) | Prior to June 24, 2013, SBAM served as sub-adviser to Global Growth Fund and International Growth Fund. Sub-Advisory fees paid to SBAM during the last fiscal year were $2,965 for Global Growth Fund and $19,415 for International Growth Fund. |
| (10) | For Large Cap Value Fund, due to a fiscal year change, the amount reflects sub-advisory fees for a two month fiscal period ended August 31, 2013. For the fiscal year ended June 30, 2013, sub-advisory fees paid to NAM were $377,484. Symphony and Institutional Capital LLC were terminated as sub-advisers to Large Cap Value Fund effective June 24, 2013. Sub-advisory fees paid to Symphony and Institutional Capital LLC during the fiscal year ended June 30, 2013 were $369,734 and $355,732, respectively. |
E-3
Appendix F
FEE RATES AND NET ASSETS OF OTHER FUNDS ADVISED BY SUB-ADVISERS
WITH SIMILAR INVESTMENT OBJECTIVES TO THE FUNDS
| Fund | Sub-Adviser | Similar Fund | Fee Rate | Net Assets (as of 12/31/2013) | ||||
| Santa Barbara Dividend Growth Fund | SBAM | Wilshire Variable Insurance Trust Funds Equity Fund | 0.40% on first $100 million in net assets; 0.37% on net assets in excess of $100 million | $32.8 million | ||||
| NWQ Small Cap Value Fund | NWQ | Wilshire Small Company Value Fund | 0.77% of assets | $19.6 million | ||||
| NWQ Small/Mid Cap Value Fund | NWQ | Mercer US Small/Mid Cap Value Equity Fund | 0.90 of 1% of assets up to $750 million; 0.88 of 1% of assets in excess of $750 million | $119.0 million | ||||
| NWQ Large Cap Value Fund | NWQ | Russell Tax Managed US Large Cap Fund | 0.22% of assets | $120.4 million | ||||
| Tradewinds International Value Fund | Tradewinds | SEI Institutional International Trust — International Equity Fund | 0.45% of the average daily value of the assets on the first $250 million; 0.40% of the average daily value of the assets over $250 million | $369.3 million | ||||
| Winslow Large-Cap Growth Fund | Winslow | MainStay Large Cap Growth Fund | First $100 million: 0.40% Next $250 million: 0.35% Next $250 million: 0.30% Next $400 million: 0.250% Next $1.5 billion: 0.20% Next $2.5 billion: 0.24% Over $5 billion: 0.25% | $20.11 billion | ||||
F-1
| Fund | Sub-Adviser | Similar Fund | Fee Rate | Net Assets (as of 12/31/2013) | ||||
| Winslow Large-Cap Growth Fund (cont.) | MainStay Variable Product Large Cap Growth Portfolio | First $100 million: 0.40% Next $250 million: 0.35% Next $250 million: 0.30% Next $400 million: 0.25% Next $1.5 billion: 0.20% Next $1.5 billion: 0.24% Over $5 billion: 0.25% | $754.0 million | |||||
| HSBC Growth Portfolio | First $250 million: 0.40% Next $250 million: 0.35% Next $250 million: 0.30% Next $250 million: 0.25% Over $1 billion: 0.20% | $91.8 million | ||||||
| Nationwide Variable Insurance Trust — Multi-Manager Large Cap Growth Fund | First $100 million: 0.40% Next $250 million: 0.35% Next $250 million: 0.30% Next $400 million: 0.25% Next $1.5 billion: 0.20% Next $1 billion: 0.23% Next $1.5 billion: 0.24% Over $5 billion: 0.25% | $531.6 million(1) | ||||||
| USAA Aggressive Growth Fund | First $100 million: 0.40% Next $250 million: 0.35% Next $250 million: 0.30% Next $400 million: 0.25% | $668.4 million(1) | ||||||
F-2
| Fund | Sub-Adviser | Similar Fund | Fee Rate | Net Assets (as of 12/31/2013) | ||||
| Winslow Large-Cap Growth Fund (cont.) | Columbia Funds Variable Series Trust — Variable Portfolio — Nuveen Winslow Large Cap Growth Fund | First $100 million: 0.40% Next $250 million: 0.35% Next $250 million: 0.30% Next $400 million: 0.25% Next $1.5 billion: 0.20% Next $1 billion: 0.23% Next $1.5 billion: 0.24% Over $5 billion: 0.25% | $1.33 billion |
| (1) | Multi-Manager Fund. Only a portion of the fund’s assets are managed by Winslow. |
F-3
Appendix G
INFORMATION REGARDING OFFICERS AND DIRECTORS OF ADVISER AND SUB-ADVISERS
| Principal Executive Officer and Directors | Fund officers or Board Members who are officers, employees, directors, general partner or shareholders of the Adviser/Sub-Adviser | |||||||
| Adviser/Sub-Adviser | Name | Address | Principal Occupation | |||||
| Nuveen Fund Advisors | William Adams IV Thomas S. Schreier, Jr. | 333 W. Wacker Dr. Chicago, IL 60606 333 W. Wacker Dr. Chicago, IL 60606 | Co-President Co-President | �� | Gifford R. Zimmerman Margo L. Cook Stephen D. Foy Scott S. Grace Kevin J. McCarthy Kathleen L. Prudhomme William Adams IV Thomas S. Schreier, Jr. | |||
| Gresham | Dr. Henry G. Jarecki Jonathan S. Spencer | 257 Park Avenue South New York, NY 10010 257 Park Avenue South New York, NY 10010 | Chairman President | William Adams IV | ||||
| NAM | Thomas S. Schreier, Jr. William T. Huffman | 333 W. Wacker Dr. Chicago, IL 60606 333 W. Wacker Dr. Chicago, IL 60606 | Chairman President | Gifford R. Zimmerman Scott S. Grace Kevin J. McCarthy Kathleen L. Prudhomme Thomas S. Schreier, Jr. | ||||
| NWQ | Jon Bosse John Conlin | 2049 Century Park East Los Angeles, CA 90067 2049 Century Park East Los Angeles, CA 90067 | Co-President Co-President | Gifford R. Zimmerman Kevin J. McCarthy Scott S. Grace | ||||
G-1
| Principal Executive Officer and Directors | Fund officers or Board Members who are officers, employees, directors, general partner or shareholders of the Adviser/Sub-Adviser | |||||||
| Adviser/Sub-Adviser | Name | Address | Principal Occupation | |||||
| SBAM | James Boothe | 2049 Century Park East Los Angeles, CA 90067 | Chief Investment Officer | Gifford R. Zimmerman Kevin J. McCarthy Scott S. Grace | ||||
| Symphony | Gunther Stein | 555 California Street San Francisco, CA 94104 | Chief Executive Officer and Chief Investment Officer | Gifford R. Zimmerman Kevin J. McCarthy Scott S. Grace | ||||
| Tradewinds | Jeff Cusack | 2049 Century Park East Los Angeles, CA 90067 | President and Executive Managing Director | Scott S. Grace | ||||
| Winslow | Clark Winslow | 4720 IDS Tower 80 South Eighth Street Minneapolis, MN 55402 | Chief Executive Officer | Gifford R. Zimmerman Kevin J. McCarthy Scott S. Grace | ||||
G-2
Appendix H
SHARE OWNERSHIP
Dollar Range of Equity Securities
The following table lists the dollar range of equity securities beneficially owned by each Board Member and nominee in each Fund and in all Nuveen funds overseen by the Board Member or nominee as of December 31, 2013. The information as to beneficial ownership is based on statements furnished by each Board Member or nominee.
| Independent Board Members | Interested Board Member Nominees | |||||||||||||||||||||||
| Fund | Bremner | Evans | Hunter | Kundert | Nelson(3) | Schneider | Stockdale | Stone | Stringer | Toth | Adams | Schreier | ||||||||||||
Nuveen Investment Trust | ||||||||||||||||||||||||
| Concentrated Core Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Core Dividend Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Equity Market Neutral Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Global Tactical Opportunities Plus Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Global Total Return Bond Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $1 - $10,000 | $0 | $0 | ||||||||||||
| Intelligent Risk Conservative Allocation Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Intelligent Risk Growth Allocation Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Intelligent Risk Moderate Allocation Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Large Cap Core Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Large Cap Core Plus Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||||||
| Large Cap Growth Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $50,001 - $100,000 | $0 | $0 | ||||||||||||
| Large Cap Value Fund | $0 | Over $100,000 | $0 | $0 | $0 | Over $100,000 | Over $100,000 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| NWQ Global Equity Fund(1) | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| NWQ Global Equity Income Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| NWQ Large-Cap Value Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
H-1
| Independent Board Members | Interested Board Member Nominees | |||||||||||||||||||||||
| Fund | Bremner | Evans | Hunter | Kundert | Nelson(3) | Schneider | Stockdale | Stone | Stringer | Toth | Adams | Schreier | ||||||||||||
| NWQ Multi-Cap Value Fund | $0 | Over $100,000 | Over $100,000 | Over $100,000 | $0 | $0 | Over $100,000 | $0 | $0 | $10,001 - $50,000 | $0 | $0 | ||||||||||||
| NWQ Small/Mid-Cap Value Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $50,001 - $100,000 | $0 | $0 | ||||||||||||
| NWQ Small-Cap Value Fund | $0 | Over $100,000 | Over $100,000 | $0 | $0 | $0 | Over $100,000 | $0 | $0 | $10,001 - $50,000 | $0 | $0 | ||||||||||||
| Tradewinds Value Opportunities Fund | $50,001 - $100,000 | Over $100,000 | $0 | Over $100,000 | $0 | $0 | Over $100,000 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
Nuveen Investment Trust II | ||||||||||||||||||||||||
| Equity Long/Short Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $10,001 - $50,000 | $0 | $0 | ||||||||||||
| Global Growth Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Growth Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| International Growth Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | $0 | $0 | ||||||||||||
| Santa Barbara Dividend Growth Fund | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | $0 | Over $100,000 | Over $100,000 | $0 | $50,001 - $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | ||||||||||||
| Santa Barbara Global Dividend Growth Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $10,001 - $50,000 | $0 | $0 | ||||||||||||
| Santa Barbara International Dividend Growth Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Symphony Dynamic Equity Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Symphony International Equity Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Symphony Large-Cap Growth Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Symphony Low Volatility Equity Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Symphony Mid-Cap Core Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Symphony Small Cap Core Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Tradewinds Emerging Markets Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Tradewinds Global All-Cap Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $10,001 - $50,000 | ||||||||||||
H-2
| Independent Board Members | Interested Board Member Nominees | |||||||||||||||||||||||
| Fund | Bremner | Evans | Hunter | Kundert | Nelson(3) | Schneider | Stockdale | Stone | Stringer | Toth | Adams | Schreier | ||||||||||||
| Tradewinds International Value Fund | $0 | Over $100,000 | $0 | Over $100,000 | $0 | $0 | Over $100,000 | $10,001 - $50,000 | $0 | $0 | $0 | $0 | ||||||||||||
| Tradewinds Japan Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Winslow Large-Cap Growth Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | $0 | $10,001 - $50,000 | ||||||||||||
Nuveen Investment Trust III | ||||||||||||||||||||||||
| Symphony Credit Opportunities Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | Over $100,000 | $0 | ||||||||||||
| Symphony Dynamic Credit Fund(2) | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Symphony Floating Rate Income Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | $0 | Over $100,000 | ||||||||||||
| Symphony High Yield Bond Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
Nuveen Investment Trust V | ||||||||||||||||||||||||
| Gresham Diversified Commodity Strategy Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Gresham Long/Short Commodity Strategy Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $1 - $10,000 | $0 | $0 | ||||||||||||
| NWQ Flexible Income Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $10,001 - $50,000 | $0 | $0 | ||||||||||||
| Preferred Securities Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | $0 | $0 | ||||||||||||
| Aggregate Range of Equity Securities in All Registered Investment Companies Overseen by Board Member or Nominee in Family of Investment Companies | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | $0 | Over $100,000 | Over $100,000 | $10,001 - $50,000 | $50,001 - $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | ||||||||||||
| (1) | NWQ Global Equity Fund commenced operations on April 1, 2014. |
| (2) | Symphony Dynamic Credit Fund commenced operations on January 15, 2014. |
| (3) | John K. Nelson was appointed as a Board Member of each Trust effective as of September 1, 2013. |
H-3
Fund Shares Owned By Board Members And Executive Officers*
The following table sets forth, for each Board Member and nominee and for the Board Members, nominees and executive officers as a group, the amount of shares beneficially owned in each Fund as of December 31, 2013. The information as to beneficial ownership is based on statements furnished by each Board Member, nominee and executive officer.
| Independent Board Members | Interested Board Member Nominees | All Board Members, Nominees and Executive Officers as a Group | ||||||||||||||||||||||||
| Fund | Bremner | Evans | Hunter | Kundert | Nelson(3) | Schneider | Stockdale | Stone | Stringer | Toth | Adams | Schreier | ||||||||||||||
| Nuveen Investment Trust | ||||||||||||||||||||||||||
| Concentrated Core Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Core Dividend Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Equity Market Neutral Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Global Tactical Opportunities Plus Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Global Total Return Bond Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 500 | 0 | 0 | 500 | |||||||||||||
| Intelligent Risk Conservative Allocation Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Intelligent Risk Growth Allocation Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Intelligent Risk Moderate Allocation Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Large Cap Core Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Large Cap Core Plus Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 13,322 | 13,322 | |||||||||||||
| Large Cap Growth Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2,306 | 0 | 0 | 2,306 | |||||||||||||
| Large Cap Value Fund | 0 | 9,466 | 0 | 0 | 0 | 59,442 | 5,872 | 0 | 0 | 0 | 0 | 0 | 74,780 | |||||||||||||
| NWQ Global Equity Fund(1) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| NWQ Global Equity Income Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| NWQ Large-Cap Value Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| NWQ Multi-Cap Value Fund | 0 | 4,440 | 9,159 | 6,310 | 0 | 0 | 5,263 | 0 | 0 | 478 | 0 | 0 | 25,650 | |||||||||||||
| NWQ Small/Mid-Cap Value Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2,306 | 0 | 0 | 2,306 | |||||||||||||
| NWQ Small-Cap Value Fund | 0 | 3,469 | 8,085 | 0 | 0 | 0 | 3,775 | 0 | 0 | 773 | 0 | 0 | 16,102 | |||||||||||||
| Tradewinds Value Opportunities Fund | 1,626 | 3,098 | 0 | 4,058 | 0 | 0 | 3,580 | 0 | 0 | 0 | 0 | 0 | 12,362 | |||||||||||||
H-4
| Independent Board Members | Interested Board Member Nominees | All Board Members, Nominees and Executive Officers as a Group | ||||||||||||||||||||||||
| Fund | Bremner | Evans | Hunter | Kundert | Nelson(3) | Schneider | Stockdale | Stone | Stringer | Toth | Adams | Schreier | ||||||||||||||
| Nuveen Investment Trust II | ||||||||||||||||||||||||||
| Equity Long/Short Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 438 | 0 | 0 | 438 | |||||||||||||
| Global Growth Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Growth Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| International Growth Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2,702 | 0 | 0 | 2,702 | |||||||||||||
| Santa Barbara Dividend Growth Fund | 3,533 | 9,025 | 6,763 | 14,360 | 0 | 42,780 | 4,210 | 0 | 1,883 | 3,964 | 15,569 | 0 | 102,087 | |||||||||||||
| Santa Barbara Global Dividend Growth Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,140 | 0 | 0 | 1,140 | |||||||||||||
| Santa Barbara International Dividend Growth Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Symphony Dynamic Equity Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Symphony International Equity Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Symphony Large-Cap Growth Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Symphony Low Volatility Equity Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Symphony Mid-Cap Core Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Symphony Small Cap Core Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Tradewinds Emerging Markets Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Tradewinds Global All-Cap Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 733 | 733 | |||||||||||||
| Tradewinds International Value Fund | 0 | 7,607 | 0 | 5,454 | 0 | 0 | 5,015 | 1,597 | 0 | 0 | 0 | 0 | 19,673 | |||||||||||||
| Tradewinds Japan Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Winslow Large-Cap Growth Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 4,688 | 0 | 580 | 5,268 | |||||||||||||
| Nuveen Investment Trust III | ||||||||||||||||||||||||||
| Symphony Credit Opportunities Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 7,912 | 20,147 | 0 | 28,059 | |||||||||||||
| Symphony Dynamic Credit Fund(2) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Symphony Floating Rate Income Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 7,521 | 0 | 14,324 | 21,845 | |||||||||||||
| Symphony High Yield Bond Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
H-5
| Independent Board Members | Interested Board Member Nominees | All Board Members, Nominees and Executive Officers as a Group | ||||||||||||||||||||||||
| Fund | Bremner | Evans | Hunter | Kundert | Nelson(3) | Schneider | Stockdale | Stone | Stringer | Toth | Adams | Schreier | ||||||||||||||
| Nuveen Investment Trust V | ||||||||||||||||||||||||||
| Gresham Diversified Commodity Strategy Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Gresham Long/Short Commodity Strategy Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 438 | 0 | 0 | 438 | |||||||||||||
| NWQ Flexible Income Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,876 | 0 | 0 | 1,876 | |||||||||||||
| Preferred Securities Fund | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 10,910 | 0 | 0 | 10,910 | |||||||||||||
| * | The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described in the Proxy Statement. |
| (1) | NWQ Global Equity Fund commenced operations on April 1, 2014. |
| (2) | Symphony Dynamic Credit Fund commenced operations on January 15, 2014. |
| (3) | John K. Nelson was appointed as a Board Member of each Trust effective as of September 1, 2013. |
H-6
Appendix I
BOARD MEMBER COMPENSATION
Aggregate Compensation from the Funds*
| Fund | Fiscal Year End | Robert P. Bremner | Jack B. Evans | William C. Hunter | David J. Kundert | John K. Nelson(9) | William J. Schneider | Judith M. Stockdale | Carole E. Stone | Virginia L. Stringer | Terence J. Toth | |||||||||||
Nuveen Investment Trust | ||||||||||||||||||||||
| Concentrated Core Fund(1) | 8/31 | $1 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||
| Core Dividend Fund(1) | 8/31 | $1 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||
| Equity Market Neutral Fund(1) | 8/31 | $6 | $4 | $4 | $4 | $0 | $4 | $4 | $4 | $4 | $5 | |||||||||||
| Global Tactical Opportunities Plus Fund(2) | 10/31 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||
| Global Total Return Bond Fund | 6/30 | $54 | $41 | $37 | $43 | $0 | $45 | $42 | $42 | $39 | $45 | |||||||||||
| Intelligent Risk Conservative Allocation Fund | 8/31 | $4 | $3 | $3 | $3 | $0 | $3 | $3 | $3 | $3 | $3 | |||||||||||
| Intelligent Risk Growth Allocation Fund | 8/31 | $4 | $3 | $3 | $3 | $0 | $3 | $3 | $3 | $3 | $3 | |||||||||||
| Intelligent Risk Moderate Allocation Fund | 8/31 | $5 | $4 | $4 | $4 | $0 | $4 | $4 | $4 | $4 | $4 | |||||||||||
| Large Cap Core Fund(1) | 8/31 | $6 | $4 | $4 | $4 | $0 | $4 | $4 | $4 | $4 | $5 | |||||||||||
| Large Cap Core Plus Fund(1) | 8/31 | $7 | $5 | $4 | $5 | $0 | $5 | $5 | $5 | $5 | $6 | |||||||||||
| Large Cap Growth Fund(1) | 8/31 | $6 | $4 | $4 | $4 | $0 | $4 | $4 | $4 | $4 | $5 | |||||||||||
| Large Cap Value Fund(4) | 8/31 | $183 | $143 | $122 | $148 | $0 | $154 | $143 | $151 | $144 | $162 | |||||||||||
| NWQ Global Equity Fund(3) | 6/30 | N/A | N/A | N/A | N/A | $0 | N/A | N/A | N/A | N/A | N/A | |||||||||||
| NWQ Global Equity Income Fund | 6/30 | $3 | $3 | $2 | $3 | $0 | $3 | $3 | $3 | $2 | $3 | |||||||||||
| NWQ Large-Cap Value Fund | 6/30 | $3,673 | $2,784 | $2,515 | $2,994 | $0 | $3,128 | $2,840 | $2,824 | $2,647 | $3,040 | |||||||||||
| NWQ Multi-Cap Value Fund | 6/30 | $489 | $371 | $335 | $400 | $0 | $418 | $378 | $375 | $351 | $404 | |||||||||||
| NWQ Small/Mid-Cap Value Fund | 6/30 | $101 | $76 | $69 | $79 | $0 | $83 | $76 | $78 | $73 | $83 | |||||||||||
| NWQ Small-Cap Value Fund | 6/30 | $402 | $302 | $275 | $317 | $0 | $332 | $305 | $310 | $291 | $333 | |||||||||||
| Tradewinds Value Opportunities Fund | 6/30 | $2,197 | $1,670 | $1,510 | $1,812 | $0 | $1,892 | $1,708 | $1,687 | $1,570 | $1,819 | |||||||||||
Nuveen Investment Trust II | ||||||||||||||||||||||
| Equity Long/Short Fund(4) | 8/31 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||
| Global Growth Fund | 7/31 | $8 | $6 | $5 | $6 | $0 | $7 | $6 | $6 | $6 | $7 | |||||||||||
| Growth Fund(4) | 8/31 | $8 | $7 | $6 | $7 | $0 | $7 | $7 | $7 | $7 | $7 | |||||||||||
| International Growth Fund | 7/31 | $79 | $59 | $54 | $62 | $0 | $65 | $60 | $61 | $57 | $65 | |||||||||||
I-1
| Fund | Fiscal Year End | Robert P. Bremner | Jack B. Evans | William C. Hunter | David J. Kundert | John K. Nelson(9) | William J. Schneider | Judith M. Stockdale | Carole E. Stone | Virginia L. Stringer | Terence J. Toth | |||||||||||
| Santa Barbara Dividend Growth Fund | 7/31 | $5,168 | $3,934 | $3,515 | $4,350 | $0 | $4,575 | $4,015 | $3,990 | $3,718 | $4,286 | |||||||||||
| Santa Barbara Global Dividend Growth Fund | 7/31 | $8 | $6 | $5 | $6 | $0 | $6 | $6 | $6 | $6 | $6 | |||||||||||
| Santa Barbara International Dividend Growth Fund | 7/31 | $4 | $3 | $3 | $3 | $0 | $3 | $3 | $3 | $3 | $3 | |||||||||||
| Symphony Dynamic Equity Fund(5) | 6/30 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||
| Symphony International Equity Fund | 9/30 | $18 | $14 | $13 | $15 | $1 | $15 | $14 | $14 | $14 | $15 | |||||||||||
| Symphony Large-Cap Growth Fund | 9/30 | $330 | $259 | $240 | $269 | $16 | $280 | $261 | $265 | $252 | $281 | |||||||||||
| Symphony Low Volatility Equity Fund | 9/30 | $16 | $12 | $12 | $13 | $1 | $13 | $13 | $13 | $12 | $13 | |||||||||||
| Symphony Mid-Cap Core Fund | 9/30 | $18 | $14 | $13 | $15 | $1 | $15 | $14 | $14 | $14 | $15 | |||||||||||
| Symphony Small Cap Core Fund(6) | 9/30 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||
| Tradewinds Emerging Markets Fund | 7/31 | $157 | $118 | $108 | $124 | $0 | $131 | $119 | $121 | $112 | $130 | |||||||||||
| Tradewinds Global All-Cap Fund | 7/31 | $1,286 | $983 | $881 | $1,103 | $0 | $1,156 | $1,012 | $986 | $912 | $1,062 | |||||||||||
| Tradewinds International Value Fund | 7/31 | $1,370 | $1,049 | $938 | $1,174 | $0 | $1,231 | $1,078 | $1,056 | $976 | $1,138 | |||||||||||
| Tradewinds Japan Fund | 7/31 | $13 | $10 | $9 | $10 | $0 | $11 | $10 | $10 | $9 | $11 | |||||||||||
| Winslow Large-Cap Growth Fund | 7/31 | $5,752 | $4,813 | $4,433 | $5,299 | $0 | $5,441 | $4,956 | $4,800 | $4,580 | $5,038 | |||||||||||
Nuveen Investment Trust III | ||||||||||||||||||||||
| Symphony Credit Opportunities Fund | 9/30 | $1,235 | $989 | $887 | $1,065 | $75 | $1,105 | $1,005 | $993 | $936 | $1,061 | |||||||||||
| Symphony Dynamic Credit Fund(7) | 6/30 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||
| Symphony Floating Rate Income Fund | 9/30 | $213 | $160 | $143 | $165 | $57 | $170 | $160 | $165 | $158 | $177 | |||||||||||
| Symphony High Yield Bond Fund(8) | 9/30 | $11 | $12 | $7 | $8 | $4 | $9 | $12 | $8 | $8 | $13 | |||||||||||
Nuveen Investment Trust V | ||||||||||||||||||||||
| Gresham Diversified Commodity Strategy Fund | 9/30 | $4,325 | $4,315 | $4,312 | $4,316 | $3 | $4,318 | $4,315 | $4,316 | $4,314 | $4,318 | |||||||||||
| Gresham Long/Short Commodity Strategy Fund | 9/30 | $1,741 | $1,735 | $1,734 | $1,736 | $1 | $1,737 | $1,735 | $1,736 | $1,735 | $1,737 | |||||||||||
| NWQ Flexible Income Fund | 9/30 | $35 | $26 | $23 | $27 | $5 | $28 | $26 | $27 | $26 | $29 | |||||||||||
| Preferred Securities Fund | 9/30 | $3,600 | $2,807 | $2,470 | $3,069 | $186 | $3,203 | $2,869 | $2,805 | $2,614 | $3,034 | |||||||||||
| Total Compensation from Nuveen Funds Paid to Board Members | 12/31/13 | $334,517 | $287,880 | $251,250 | $311,158 | $17,667 | $337,104 | $283,063 | $283,277 | $256,750 | $305,513 | |||||||||||
I-2
| (1) | Each of Concentrated Core Fund, Core Dividend Fund, Equity Market Neutral Fund, Large Cap Core Fund, Large Cap Plus Fund and Large Cap Growth Fund commenced operations on June 17, 2013. |
| (2) | Global Tactical Opportunities Plus Fund commenced operations on September 26, 2013. |
| (3) | NWQ Global Equity Fund commenced operations on April 1, 2014. |
| (4) | For Equity Long/Short Fund and Growth Fund, due to a fiscal year end change, the amount reflects Board Member Compensation for a one month fiscal period ended August 31, 2014. For the fiscal year ended July 31, 2013, Board Member Compensation for Equity Long/Short Fund and Growth Fund was as set forth below. For Large Cap Value Fund, due to a fiscal year end change, the amount reflects Board Member Compensation for a two month fiscal period ended August 31, 2014. For the fiscal year ended June 30, 2013, Board Member Compensation for Large Cap Value Fund was as set forth below. |
| Fund | Robert P. Bremner | Jack B. Evans | William C. Hunter | David J. Kundert | John K. Nelson(9) | William J. Schneider | Judith M. Stockdale | Carole E. Stone | Virginia L. Stringer | Terence J. Toth | ||||||||||
| Equity Long/Short Fund | $4 | $3 | $3 | $4 | $0 | $4 | $3 | $3 | $3 | $4 | ||||||||||
| Growth Fund | $93 | $70 | $64 | $74 | $0 | $77 | $71 | $72 | $67 | $77 | ||||||||||
| Large Cap Value Fund | $1,171 | $937 | $862 | $1,004 | $0 | $1,036 | $957 | $944 | $896 | $1,001 |
| (5) | Symphony Dynamic Equity Fund commenced operations on December 12, 2013. |
| (6) | Symphony Small Cap Core Fund commenced operations on December 10, 2013. |
| (7) | Symphony Dynamic Credit Fund commenced operations on January 15, 2014. |
| (8) | Symphony High Yield Bond Fund commenced operations on December 10, 2012. |
| (9) | John K. Nelson was appointed as a Board Member of each Trust effective as of September 1, 2013. |
| * | Includes deferred fees. Pursuant to a deferred compensation agreement with certain of the Funds, deferred amounts are treated as though an equivalent dollar amount has been invested in shares of one or more Participating Funds. Total deferred fees for the Funds (including the return from the assumed investment in the Participating Funds) payable are: |
| Fund | Robert P. Bremner | Jack B. Evans | William C. Hunter | David J. Kundert | John K. Nelson(9) | William J. Schneider | Judith M. Stockdale | Carole E. Stone | Virginia L. Stringer | Terence J. Toth | ||||||||||
| Nuveen Investment Trust | ||||||||||||||||||||
| Concentrated Core Fund(1) | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Core Dividend Fund(1) | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Equity Market Neutral Fund(1) | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Global Tactical Opportunities Plus Fund(2) | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Global Total Return Bond Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Intelligent Risk Conservative Allocation Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Intelligent Risk Growth Allocation Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Intelligent Risk Moderate Allocation Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Large Cap Core Fund(1) | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
I-3
| Fund | Robert P. Bremner | Jack B. Evans | William C. Hunter | David J. Kundert | John K. Nelson(9) | William J. Schneider | Judith M. Stockdale | Carole E. Stone | Virginia L. Stringer | Terence J. Toth | ||||||||||
| Large Cap Core Plus Fund(1) | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Large Cap Growth Fund(1) | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Large Cap Value Fund | $28 | $29 | $0 | $148 | $0 | $154 | $0 | $76 | $0 | $41 | ||||||||||
| NWQ Global Equity Fund(3) | N/A | N/A | N/A | N/A | $0 | N/A | N/A | N/A | N/A | N/A | ||||||||||
| NWQ Global Equity Income Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| NWQ Large-Cap Value Fund | $559 | $643 | $0 | $2,994 | $0 | $3,128 | $905 | $762 | $0 | $414 | ||||||||||
| NWQ Multi-Cap Value Fund | $75 | $86 | $0 | $400 | $0 | $418 | $129 | $95 | $0 | $52 | ||||||||||
| NWQ Small/Mid-Cap Value Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| NWQ Small-Cap Value Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Tradewinds Value Opportunities Fund | $336 | $397 | $0 | $1,812 | $0 | $1,892 | $663 | $366 | $0 | $199 | ||||||||||
| Nuveen Investment Trust II | ||||||||||||||||||||
| Equity Long/Short Fund(4) | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Global Growth Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Growth Fund(4) | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| International Growth Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Santa Barbara Dividend Growth Fund | $806 | $928 | $0 | $4,350 | $0 | $4,575 | $1,186 | $1,196 | $0 | $660 | ||||||||||
| Santa Barbara Global Dividend Growth Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Santa Barbara International Dividend Growth Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Symphony Dynamic Equity Fund(5) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||
| Symphony International Equity Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Symphony Large-Cap Growth Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Symphony Low Volatility Equity Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Symphony Mid-Cap Core Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Symphony Small Cap Core Fund(6) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||
| Tradewinds Emerging Markets Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Tradewinds Global All-Cap Fund | $202 | $243 | $0 | $1,103 | $0 | $1,156 | $417 | $208 | $0 | $116 | ||||||||||
| Tradewinds International Value Fund | $215 | $257 | $0 | $1,174 | $0 | $1,231 | $416 | $244 | $0 | $135 | ||||||||||
| Tradewinds Japan Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Winslow Large-Cap Growth Fund | $901 | $1,198 | $0 | $5,299 | $0 | $5,441 | $2,119 | $961 | $0 | $529 | ||||||||||
| Nuveen Investment Trust III | ||||||||||||||||||||
| Symphony Credit Opportunities Fund | $165 | $204 | $0 | $926 | $0 | $963 | $249 | $272 | $0 | $149 | ||||||||||
I-4
| Fund | Robert P. Bremner | Jack B. Evans | William C. Hunter | David J. Kundert | John K. Nelson(9) | William J. Schneider | Judith M. Stockdale | Carole E. Stone | Virginia L. Stringer | Terence J. Toth | ||||||||||
| Symphony Dynamic Credit Fund(7) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||
| Symphony Floating Rate Income Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Symphony High Yield Bond Fund(8) | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Nuveen Investment Trust V | ||||||||||||||||||||
| Gresham Diversified Commodity Strategy Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Gresham Long/Short Commodity Strategy Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| NWQ Flexible Income Fund | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Preferred Securities Fund | $565 | $672 | $0 | $3,069 | $0 | $3,203 | $886 | $832 | $0 | $456 | ||||||||||
I-5
Appendix J
BOARD AND COMMITTEE MEETINGS HELD DURING CALENDAR YEAR ENDED DECEMBER 31, 2013*
| Regular Board Meetings | Special Board Meetings | Executive Committee | Dividend Committee | Audit Committee | Compliance Committee | Nominating and Governance Committee | Open-End Funds Committee | |||||||||
| Nuveen Investment Trust | 6 | 7 | 0 | 4 | 4 | 6 | 6 | 4 | ||||||||
| Nuveen Investment Trust II | 6 | 7 | 0 | 4 | 4 | 6 | 6 | 4 | ||||||||
| Nuveen Investment Trust III | 6 | 7 | 0 | 4 | 4 | 6 | 6 | 4 | ||||||||
| Nuveen Investment Trust V | 6 | 7 | 0 | 4 | 4 | 6 | 6 | 4 |
| * | Information is presented on a calendar year basis, as Funds within each Trust may have different fiscal year ends. |
J-1
Appendix K
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| Fund | Independent Registered Public Accounting Firm | |
| Nuveen Investment Trust | ||
| Concentrated Core Fund | E&Y | |
| Core Dividend Fund | E&Y | |
| Equity Market Neutral Fund | E&Y | |
| Global Tactical Opportunities Plus Fund | PwC | |
| Global Total Return Bond Fund | PwC | |
| Intelligent Risk Conservative Allocation Fund | PwC | |
| Intelligent Risk Growth Allocation Fund | PwC | |
| Intelligent Risk Moderate Allocation Fund | PwC | |
| Large Cap Core Fund | E&Y | |
| Large Cap Core Plus Fund | E&Y | |
| Large Cap Growth Fund | E&Y | |
| Large Cap Value Fund | E&Y | |
| NWQ Global Equity Fund(1) | N/A | |
| NWQ Global Equity Income Fund | PwC | |
| NWQ Large-Cap Value Fund | PwC | |
| NWQ Multi-Cap Value Fund | PwC | |
| NWQ Small/Mid-Cap Value Fund | PwC | |
| NWQ Small-Cap Value Fund | PwC | |
| Tradewinds Value Opportunities Fund | PwC | |
| Nuveen Investment Trust II | ||
| Equity Long/Short Fund | E&Y | |
| Global Growth Fund | PwC | |
| Growth Fund | E&Y | |
| International Growth Fund | PwC | |
| Santa Barbara Dividend Growth Fund | PwC | |
| Santa Barbara Global Dividend Growth Fund | PwC | |
| Santa Barbara International Dividend Growth Fund | PwC | |
| Symphony Dynamic Equity Fund(2) | N/A | |
| Symphony International Equity Fund | PwC | |
| Symphony Large-Cap Growth Fund | PwC | |
| Symphony Low Volatility Equity Fund | PwC | |
| Symphony Mid-Cap Core Fund | PwC | |
| Symphony Small Cap Core Fund | PwC | |
| Tradewinds Emerging Markets Fund | PwC | |
| Tradewinds Global All-Cap Fund | PwC | |
| Tradewinds International Value Fund | PwC | |
| Tradewinds Japan Fund | PwC | |
| Winslow Large-Cap Growth Fund | PwC | |
| Nuveen Investment Trust III | ||
| Symphony Credit Opportunities Fund | E&Y | |
| Symphony Dynamic Credit Fund(3) | N/A | |
| Symphony Floating Rate Income Fund | E&Y | |
| Symphony High Yield Bond Fund | E&Y | |
K-1
| Fund | Independent Registered Public Accounting Firm | |
| Nuveen Investment Trust V | ||
| Gresham Diversified Commodity Strategy Fund | PwC | |
| Gresham Long/Short Commodity Strategy Fund | PwC | |
| NWQ Flexible Income Fund | E&Y | |
| Preferred Securities Fund | E&Y |
| (1) | NWQ Global Equity Fund commenced operations on April 1, 2014. |
| (2) | Symphony Dynamic Equity Fund commenced operations on December 12, 2013. |
| (3) | Symphony Dynamic Credit Fund commenced operations on January 15, 2014. |
K-2
Appendix L
AUDIT AND RELATED FEES
| Audit Fees(1) | Audit Related Fees(2) | Tax Fees(3) | All Other Fees(4) | |||||||||||||||||||||||||||
| Funds | Funds | Adviser and Related Entities | Funds | Adviser and Related Entities | Funds | Adviser and Related Entities | ||||||||||||||||||||||||
| Fiscal Year End | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | ||||||||||||||||
Nuveen Investment Trust | ||||||||||||||||||||||||||||||
Concentrated Core Fund(5) | 8/31 | N/A | $10,000 | N/A | $0 | $0 | $0 | N/A | $0 | $0 | $0 | N/A | $0 | $0 | $0 | |||||||||||||||
Core Dividend Fund(5) | 8/31 | N/A | $10,000 | N/A | $0 | $0 | $0 | N/A | $0 | $0 | $0 | N/A | $0 | $0 | $0 | |||||||||||||||
Equity Market Neutral Fund(5) | 8/31 | N/A | $10,000 | N/A | $0 | $0 | $0 | N/A | $0 | $0 | $0 | N/A | $0 | $0 | $0 | |||||||||||||||
Global Tactical Opportunities Plus Fund(6) | 10/31 | N/A | $11,170 | N/A | $0 | $0 | $0 | N/A | $0 | $0 | $0 | N/A | $0 | $0 | $0 | |||||||||||||||
Global Total Return Bond Fund | 6/30 | $35,050 | $37,170 | $0 | $0 | $0 | $0 | $0 | $4,643 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Intelligent Risk Conservative Allocation Fund | 8/31 | $10,475 | $19,730 | $0 | $0 | $0 | $0 | $0 | $6,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Intelligent Risk Growth Allocation Fund | 8/31 | $10,475 | $19,730 | $0 | $0 | $0 | $0 | $0 | $6,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Intelligent Risk Moderate Allocation Fund | 8/31 | $10,475 | $19,734 | $0 | $0 | $0 | $0 | $0 | $6,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Large Cap Core Fund(5) | 8/31 | N/A | $10,000 | N/A | $0 | $0 | $0 | N/A | $0 | $0 | $0 | N/A | $0 | $0 | $0 | |||||||||||||||
Large Cap Core Plus Fund(5) | 8/31 | N/A | $10,000 | N/A | $0 | $0 | $0 | N/A | $0 | $0 | $0 | N/A | $0 | $0 | $0 | |||||||||||||||
Large Cap Growth Fund(5) | 8/31 | N/A | $10,000 | N/A | $0 | $0 | $0 | N/A | $0 | $0 | $0 | N/A | $0 | $0 | $0 | |||||||||||||||
Large Cap Value Fund(13) | 8/31 | $12,612 | $13,278 | $0 | $0 | $0 | $0 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NWQ Global Equity Fund(7) | 6/30 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||
NWQ Global Equity Income Fund | 6/30 | $11,205 | $11,930 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NWQ Large-Cap Value Fund | 6/30 | $13,547 | $16,958 | $0 | $0 | $0 | $0 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NWQ Multi-Cap Value Fund | 6/30 | $12,201 | $12,579 | $0 | $0 | $0 | $0 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NWQ Small/Mid-Cap Value Fund | 6/30 | $11,318 | $12,076 | $0 | $0 | $0 | $0 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NWQ Small-Cap Value Fund | 6/30 | $11,675 | $12,515 | $0 | $3,000 | $0 | $0 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Tradewinds Value Opportunities Fund | 6/30 | $26,202 | $14,472 | $0 | $0 | $0 | $0 | $4,440 | $2,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Nuveen Investment Trust II | ||||||||||||||||||||||||||||||
Equity Long/Short Fund(8) | 8/31 | $14,606 | $15,531 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Global Growth Fund | 7/31 | $14,608 | $15,536 | $0 | $0 | $0 | $0 | $0 | $2,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Growth Fund(8) | 8/31 | $14,746 | $15,653 | $0 | $0 | $0 | $0 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
International Growth Fund | 7/31 | $14,702 | $15,635 | $0 | $0 | $0 | $0 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
L-1
| Audit Fees(1) | Audit Related Fees(2) | Tax Fees(3) | All Other Fees(4) | |||||||||||||||||||||||||||
| Funds | Funds | Adviser and Related Entities | Funds | Adviser and Related Entities | Funds | Adviser and Related Entities | ||||||||||||||||||||||||
| Fiscal Year End | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | ||||||||||||||||
Santa Barbara Dividend Growth Fund | 7/31 | $18,500 | $23,135 | $0 | $1,500 | $0 | $0 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Santa Barbara Global Dividend Growth Fund | 7/31 | $10,475 | $15,537 | $0 | $0 | $0 | $0 | $0 | $2,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Santa Barbara International Dividend Growth Fund | 7/31 | $10,475 | $15,531 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Symphony Dynamic Equity Fund(9) | 6/30 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||
Symphony International Equity Fund | 9/30 | $14,604 | $15,550 | $0 | $0 | $0 | $0 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Symphony Large-Cap Growth Fund | 9/30 | $11,267 | $12,362 | $0 | $0 | $0 | $0 | $1,000 | $2,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Symphony Low Volatility Equity Fund | 9/30 | $11,211 | $11,947 | $0 | $0 | $0 | $0 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Symphony Mid-Cap Core Fund | 9/30 | $11,215 | $11,946 | $0 | $0 | $0 | $0 | $3,940 | $2,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Symphony Small Cap Core Fund(10) | 9/30 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||
Tradewinds Emerging Markets Fund | 7/31 | $15,161 | $15,715 | $0 | $0 | $0 | $0 | $6,584 | $9,095 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Tradewinds Global All-Cap Fund | 7/31 | $23,787 | $16,990 | $0 | $0 | $0 | $0 | $19,507 | $26,905 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Tradewinds International Value Fund | 7/31 | $20,827 | $17,182 | $0 | $0 | $0 | $0 | $54,779 | $97,287 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Tradewinds Japan Fund | 7/31 | $14,622 | $15,543 | $0 | $0 | $0 | $0 | $0 | $2,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Winslow Large-Cap Growth Fund | 7/31 | $18,383 | $21,485 | $0 | $1,500 | $0 | $0 | $3,940 | $2,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Nuveen Investment Trust III | ||||||||||||||||||||||||||||||
Symphony Credit Opportunities Fund | 9/30 | $32,008 | $34,773 | $0 | $0 | $0 | $0 | $3,940 | $2,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Symphony Dynamic Credit Fund(11) | 6/30 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||
Symphony Floating Rate Income Fund | 9/30 | $30,757 | $32,779 | $0 | $0 | $0 | $0 | $0 | $2,500 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Symphony High Yield Bond Fund(12) | 9/30 | N/A | $31,300 | N/A | $0 | N/A | $0 | N/A | $0 | N/A | $0 | N/A | $0 | N/A | $0 | |||||||||||||||
Nuveen Investment Trust V | ||||||||||||||||||||||||||||||
Gresham Diversified Commodity Strategy Fund | 9/30 | $29,975 | $48,196 | $0 | $0 | $0 | $0 | $0 | $3,375 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Gresham Long/Short Commodity Strategy Fund | 9/30 | $29,975 | $48,155 | $0 | $0 | $0 | $0 | $0 | $3,375 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NWQ Flexible Income Fund | 9/30 | $24,300 | $25,300 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
Preferred Securities Fund | 9/30 | $24,300 | $25,300 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
| (1) | “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements. |
| (2) | “Audit Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees”. These fees include offerings related to the Fund’s common shares and leverage. |
L-2
| (3) | “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculation performed by the principal accountant. |
| (4) | “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”. These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage. |
| (5) | Each of Concentrated Core Fund, Core Dividend Fund, Equity Market Neutral Fund, Large Cap Core Fund, Large Cap Plus Fund and Large Cap Growth Fund commenced operations on June 17, 2013. |
| (6) | Global Tactical Opportunities Plus Fund commenced operations on September 26, 2013. |
| (7) | NWQ Global Equity Fund commenced operations on April 1, 2014. |
| (8) | For Equity Long/Short Fund and Growth Fund, the Fund’s changed fiscal year ends effective August 1, 2013. Fees set forth in the table above are for fiscal years ended July 31. For the one month period from August 1, 2013 to August 31, 2013, each Fund’s audit fees were: |
| Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Funds | Funds | Adviser and Related Entitles | Funds | Adviser and Related Entitles | Funds | Adviser and Related Entitles | ||||||||||||||||||||||||||||||||||||||||||||||||||
| FYE ended 7/13 | FYE | FYE | FYE | FYE | FYE | FYE | FYE | FYE | FYE | FYE | FYE | FYE | FYE | |||||||||||||||||||||||||||||||||||||||||||
Equity Long/Short Fund | 15,531 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Growth Fund | 15,653 | 0 | 0 | 0 | 0 | 0 | 2,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| (9) | Symphony Dynamic Equity Fund commenced operations on December 12, 2013. |
| (10) | Symphony Small Cap Core Fund commenced operations on December 10, 2013. |
| (11) | Symphony Dynamic Credit Fund commenced operations on January 15, 2014. |
| (12) | Symphony High Yield Bond Fund commenced operations on December 10, 2012. |
| (13) | Large Cap Value Fund changed fiscal year end effective July 1, 2013. Fees set forth in the table above are for fiscal years ended June 30. For the two month period from July 1, 2013 to August 31, 2013, the Fund’s audit fees were: |
| Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Funds | Funds | Adviser and Related Entitles | Funds | Adviser and Related Entitles | Funds | Adviser and Related Entitles | ||||||||||||||||||||||||||||||||||||||||||||||||||
| FYE ended 6/13 | FYE | FYE | FYE | FYE | FYE | FYE | FYE | FYE | FYE | FYE | FYE | FYE | FYE | |||||||||||||||||||||||||||||||||||||||||||
Large Cap Value Fund | 13,278 | 0 | 0 | 0 | 0 | 0 | 2,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
L-3
| Total Non-Audit Fees Billed to Fund | Total Non-Audit Fees Billed to Advisers and Adviser Entities (Engagements Related Directly to the Operations and Financial Reporting of Fund) | Total Non-Audit Fees Billed to Advisers and Adviser Entities (All Other Engagements) | Total | |||||||||||||||
| Fiscal Year End | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | ||||||||||
Nuveen Investment Trust | ||||||||||||||||||
Concentrated Core Fund(5) | 8/31 | N/A | $0 | N/A | $0 | N/A | $0 | N/A | $0 | |||||||||
Core Dividend Fund(5) | 8/31 | N/A | $0 | N/A | $0 | N/A | $0 | N/A | $0 | |||||||||
Equity Market Neutral | 8/31 | N/A | $0 | N/A | $0 | N/A | $0 | N/A | $0 | |||||||||
Global Tactical Opportunities Plus Fund(6) | 10/31 | N/A | $0 | N/A | $0 | N/A | $0 | N/A | $0 | |||||||||
Global Total Return Bond Fund | 6/30 | $0 | $4,643 | $0 | $0 | $0 | $0 | $0 | $4,643 | |||||||||
Intelligent Risk Conservative Allocation Fund | 8/31 | $0 | $6,500 | $0 | $0 | $0 | $0 | $0 | $6,500 | |||||||||
Intelligent Risk Growth Allocation Fund | 8/31 | $0 | $6,500 | $0 | $0 | $0 | $0 | $0 | $6,500 | |||||||||
Intelligent Risk Moderate Allocation Fund | 8/31 | $0 | $6,500 | $0 | $0 | $0 | $0 | $0 | $6,500 | |||||||||
Large Cap Core Fund(5) | 8/31 | N/A | $0 | N/A | $0 | N/A | $0 | N/A | $0 | |||||||||
Large Cap Core Plus Fund(5) | 8/31 | N/A | $0 | N/A | $0 | N/A | $0 | N/A | $0 | |||||||||
Large Cap Growth Fund(5) | 8/31 | N/A | $0 | N/A | $0 | N/A | $0 | N/A | $0 | |||||||||
Large Cap Value Fund(13) | 8/31 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $2,940 | $2,500 | |||||||||
NWQ Global Equity Fund(7) | 6/30 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||
NWQ Global Equity Income Fund | 6/30 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||
NWQ Large-Cap Value Fund | 6/30 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $2,940 | $2,500 | |||||||||
NWQ Multi-Cap Value Fund | 6/30 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $2,940 | $2,500 | |||||||||
NWQ Small/Mid-Cap Value Fund | 6/30 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $2,940 | $2,500 | |||||||||
NWQ Small-Cap Value Fund | 6/30 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $2,940 | $2,500 | |||||||||
Tradewinds Value Opportunities Fund | 6/30 | $4,440 | $2,500 | $0 | $0 | $0 | $0 | $4,440 | $2,500 | |||||||||
Nuveen Investment Trust II | ||||||||||||||||||
Equity Long/Short Fund(8) | 8/31 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||
Global Growth Fund | 7/31 | $0 | $2,500 | $0 | $0 | $0 | $0 | $0 | $2,500 | |||||||||
Growth Fund(8) | 8/31 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $2,940 | $2,500 | |||||||||
International Growth Fund | 7/31 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $2,940 | $2,500 | |||||||||
Santa Barbara Dividend Growth Fund | 7/31 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $2,940 | $2,500 | |||||||||
Santa Barbara Global Dividend Growth Fund | 7/31 | $0 | $2,500 | $0 | $0 | $0 | $0 | $0 | $2,500 | |||||||||
Santa Barbara International Dividend Growth Fund | 7/31 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||
Symphony Dynamic Equity Fund(9) | 6/30 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||
Symphony International Equity Fund | 9/30 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $2,940 | $2,500 | |||||||||
Symphony Large-Cap Growth Fund | 9/30 | $1,000 | $2,500 | $0 | $0 | $0 | $0 | $1,000 | $2,500 | |||||||||
L-4
| Total Non-Audit Fees Billed to Fund | Total Non-Audit Fees Billed to Advisers and Adviser Entities (Engagements Related Directly to the Operations and Financial Reporting of Fund) | Total Non-Audit Fees Billed to Advisers and Adviser Entities (All Other Engagements) | Total | |||||||||||||||
| Fiscal Year End | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | ||||||||||
Symphony Low Volatility Equity Fund | 9/30 | $2,940 | $2,500 | $0 | $0 | $0 | $0 | $2,940 | $2,500 | |||||||||
Symphony Mid-Cap Core Fund | 9/30 | $3,940 | $2,500 | $0 | $0 | $0 | $0 | $3,940 | $2,500 | |||||||||
Symphony Small Cap Core Fund(10) | 9/30 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||
Tradewinds Emerging Markets Fund | 7/31 | $6,584 | $9,095 | $0 | $0 | $0 | $0 | $6,584 | $9,095 | |||||||||
Tradewinds Global All-Cap Fund | 7/31 | $19,507 | $26,905 | $0 | $0 | $0 | $0 | $19,507 | $26,905 | |||||||||
Tradewinds International Value Fund | 7/31 | $54,779 | $97,287 | $0 | $0 | $0 | $0 | $54,779 | $97,287 | |||||||||
Tradewinds Japan Fund | 7/31 | $0 | $2,500 | $0 | $0 | $0 | $0 | $0 | $2,500 | |||||||||
Winslow Large-Cap Growth Fund | 7/31 | $3,940 | $2,500 | $0 | $0 | $0 | $0 | $3,940 | $2,500 | |||||||||
Nuveen Investment Trust III | ||||||||||||||||||
Symphony Credit Opportunities Fund | 9/30 | $3,940 | $2,500 | $0 | $0 | $0 | $0 | $3,940 | $2,500 | |||||||||
Symphony Dynamic Credit Fund(11) | 6/30 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||
Symphony Floating Rate Income Fund | 9/30 | $0 | $2,500 | $0 | $0 | $0 | $0 | $0 | $2,500 | |||||||||
Symphony High Yield Bond Fund(12) | 9/30 | N/A | $0 | N/A | $0 | N/A | $0 | N/A | $0 | |||||||||
Nuveen Investment Trust V | ||||||||||||||||||
Gresham Diversified Commodity Strategy Fund | 9/30 | $0 | $3,375 | $0 | $0 | $0 | $0 | $0 | $3,375 | |||||||||
Gresham Long/Short Commodity Strategy Fund | 9/30 | $0 | $3,375 | $0 | $0 | $0 | $0 | $0 | $3,375 | |||||||||
NWQ Flexible Income Fund | 9/30 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||
Preferred Securities Fund | 9/30 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||
L-5
Appendix M
LIST OF BENEFICIAL OWNERS WHO OWN MORE THAN 5%
OF ANY CLASS OF SHARES IN ANY FUND
The following chart lists each shareholder who owned of record more than 5% of any class of shares for each Fund as of June 6, 2014:
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
| Nuveen Investment Trust | ||||||||||
Concentrated Core Fund | Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 51,347 | 25.65 | % | ||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 46,888 | 23.42 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 38,774 | 19.37 | % | |||||||
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 | 11,892 | 5.94 | % | |||||||
Kailash Mehta 2284 Annadale Place Xenia OH 45385-9123 | 11,474 | 5.73 | % | |||||||
Concentrated Core Fund | Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 13,672 | 44.15 | % | ||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 6,981 | 22.54 | % | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 3,227 | 10.42 | % | |||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 8.07 | % | |||||||
Concentrated Core Fund | 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 | 50,996 | 27.43 | % | ||||||
M-1
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 45,000 | 24.20 | % | |||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 33,424 | 17.98 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 18,392 | 9.89 | % | |||||||
Core Dividend Fund | 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 | 120,965 | 32.88 | % | ||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 100,695 | 27.37 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 74,299 | 20.20 | % | |||||||
Core Dividend Fund | UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 25,270 | 35.88 | % | ||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 15,837 | 22.49 | % | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 5,233 | 7.43 | % | |||||||
Stifel Nicolaus & Co Inc Mary Lou Trader IRA 501 N Broadway FL 8 Saint Louis MO 63102-2188 | 4,027 | 5.72 | % | |||||||
Core Dividend Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 45,000 | 41.53 | % | ||||||
M-2
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
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 | 17,371 | 16.03 | % | |||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 14,315 | 13.21 | % | |||||||
Equity Market Neutral Fund | UBS WM USA Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 539,688 | 71.97 | % | ||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 71,987 | 9.60 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 64,728 | 8.63 | % | |||||||
Equity Market Neutral Fund | UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 51,965 | 65.09 | % | ||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 7,573 | 9.49 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 7,454 | 9.34 | % | |||||||
Equity Market Neutral Fund | MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 504,561 | 43.62 | % | ||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 154,764 | 13.38 | % | |||||||
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 | 61,711 | 5.34 | % | |||||||
M-3
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Global Tactical Opportunities Plus Fund | Nuveen Investments Inc* Attn: Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 1,250 | 100.00 | % | ||||||
Global Tactical Opportunities Plus Fund | Nuveen Investments Inc* Attn: Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 1,250 | 100.00 | % | ||||||
Global Tactical Opportunities Plus Fund | Nuveen Investments Inc* Attn: Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 147,500 | 100.00 | % | ||||||
Global Total Return Bond Fund | American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 17,273 | 24.17 | % | ||||||
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 | 15,640 | 21.88 | % | |||||||
Edward D Jones & Co For The Benefit Of Customers 12555 Manchester Rd Saint Louis MO 63131-3729 | 14,159 | 19.81 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 10,408 | 14.56 | % | |||||||
Charles Schwab & Co Inc For The Benefit Of Their Customers 211 Main St San Francisco CA 94105-1905 | 5,410 | 7.57 | % | |||||||
Charles Schwab & Co Inc Special Custody Acct FBO Customers Attn Mutual Funds 211 Main St San Francisco CA 94105-1905 | 3,660 | 5.12 | % | |||||||
Global Total Return Bond | Edward D Jones & Co For The Benefit Of Customers 12555 Manchester Rd Saint Louis MO 63131-3729 | 2,991 | 30.86 | % | ||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr FL 34 Chicago IL 60606-2204 | 2,280 | 23.52 | % | |||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 2,100 | 21.66 | % | |||||||
M-4
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 617 | 6.37 | % | |||||||
Global Total Return Bond | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr FL 34 Chicago IL 60606-2204 | 2,280 | 93.55 | % | ||||||
Interactive Brokers LLC 2 Pickwick Plz Ste 202 Greenwich CT 06830-5576 | 157 | 6.45 | % | |||||||
Global Total Return Bond | Nuveen Investments Inc* 2 Pickwick Plz Ste 202 Greenwich CT 06830-5576 | 676,175 | 74.71 | % | ||||||
Capinco C/O US Bank PO Box 1787 Milwaukee WI 53201-1787 | 204,266 | 22.57 | % | |||||||
Intelligent Risk Conservative Allocation | Edward D Jones & Co For The Benefit Of Customers 12555 Manchester Rd Saint Louis Mo 63131-3729 | 7,025 | 49.09 | % | ||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 17.47 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 2,468 | 17.24 | % | |||||||
Charles Schwab & Co Inc Special Custody Acct FBO Customers Attn Mutual Funds 211 Main St San Francisco CA 94105-1905 | 1,019 | 7.12 | % | |||||||
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 | 1,016 | 7.10 | % | |||||||
Intelligent Risk Conservative Allocation | LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 3,124 | 49.95 | % | ||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 39.97 | % | |||||||
M-5
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 630 | 10.08 | % | |||||||
Intelligent Risk Conservative Allocation | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 100.00 | % | ||||||
Intelligent Risk Conservative Allocation | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 212,311 | 98.43 | % | ||||||
Intelligent Risk Growth Allocation | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn Mutual Funds Ops Manager 60 South Sixth Street-P08 Minneapolis MN 55402-4413 | 12,210 | 48.63 | % | ||||||
Charles Schwab & Co Inc For The Benefit Of Their Customers 211 Main St San Francisco CA 94105-1905 | 7,186 | 28.62 | % | |||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 9.96 | % | |||||||
Charles Schwab & Co Inc Special Custody Acct FBO Customers Attn Mutual Funds 211 Main St San Francisco CA 94105-1905 | 1,281 | 5.10 | % | |||||||
Intelligent Risk Growth Allocation | American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 4,831 | 53.81 | % | ||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 27.85 | % | |||||||
Thomas Mcclaren & Lisa Fisher JT TEN 16735 W Dorner Rd Brodhead WI 53520-9056 | 854 | 9.51 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 512 | 5.70 | % | |||||||
Intelligent Risk Growth Allocation | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 100.00 | % | ||||||
M-6
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Intelligent Risk Growth Allocation | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 190,328 | 84.18 | % | ||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 29,318 | 12.97 | % | |||||||
Intelligent Risk Moderate Allocation | Edward D Jones & Co For The Benefit Of Customers 12555 Manchester Rd Saint Louis Mo 63131-3729 | 4,791 | 28.48 | % | ||||||
Charles Schwab & Co Inc. For The Benefit Of Their Customers 211 Main St San Francisco CA 94105-1905 | 4,019 | 23.88 | % | |||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 14.86 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 1,932 | 11.48 | % | |||||||
LPL Financial FBO: Customer Accounts Attn: Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 1,448 | 8.60 | % | |||||||
Charles Schwab & Co Inc Special Custody Acct FBO Customers Attn Mutual Funds 211 Main St San Francisco CA 94105-1905 | 1,136 | 6.75 | % | |||||||
TD Ameritrade FBO Richard Bennett And Kenneth Thrasher TR Bennett Thrasher PC PSP FBO Zachary M Leder 205 Lochland Cir Roswell GA 30075-4797 | 1,000 | 5.94 | % | |||||||
Intelligent Risk Moderate Allocation | American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 8,319 | 59.42 | % | ||||||
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 | 3,182 | 22.73 | % | |||||||
M-7
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 17.86 | % | |||||||
Intelligent Risk Moderate Allocation | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 100.00 | % | ||||||
Intelligent Risk Moderate Allocation | Nuveen Investments Inc Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 205,183 | 84.38 | % | ||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 18,966 | 7.80 | % | |||||||
Wells Fargo Bank FBO Various Retirement Plans 1525 West Wt Harris Blvd Charlotte NC 28288-1076 | 15,992 | 6.58 | % | |||||||
Large Cap Core Fund | UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 82,254 | 36.14 | % | ||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 31,876 | 14.00 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 28,877 | 12.69 | % | |||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 27,492 | 12.08 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit of Customer 2801 Market Street St Louis MO 63103-2523 | 12,051 | 5.29 | % | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 11,846 | 5.20 | % | |||||||
Large Cap Core Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 39,029 | 32.53 | % | ||||||
M-8
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
MLPF&S For The Benefit Of It Customers Attn Fund Admin/ 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 35,344 | 29.46 | % | |||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-110 | 22,562 | 18.81 | % | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 11,147 | 9.29 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 6,051 | 5.04 | % | |||||||
Large Cap Core Fund | MLPF&S For The Benefit Of Its Customers Attn Fund Admin/ 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 602,608 | 64.70 | % | ||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 235,867 | 25.32 | % | |||||||
Large Cap Core Plus Fund | UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 284,093 | 65.80 | % | ||||||
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 | 66,417 | 15.38 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 24,604 | 5.70 | % | |||||||
Large Cap Core Plus Fund | UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 31,367 | 34.99 | % | ||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 29,840 | 33.29 | % | |||||||
M-9
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 11,289 | 12.59 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 5,013 | 5.59 | % | |||||||
RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn Mutual Fund Ops Manager 60 S 6th St Ste 700 # Street-P08 Minneapolis MN 55402-4413 | 4,508 | 5.03 | % | |||||||
Large Cap Core Plus Fund | MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 508,430 | 43.35 | % | ||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 349,567 | 29.80 | % | |||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 145,000 | 12.36 | % | |||||||
Large Cap Growth Fund | LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 278,997 | 55.21 | % | ||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 124,979 | 24.73 | % | |||||||
Large Cap Growth Fund | MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 31,214 | 47.01 | % | ||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 18,807 | 28.32 | % | |||||||
M-10
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 5,826 | 8.77 | % | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 4,198 | 6.32 | % | |||||||
Large Cap Growth Fund | MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 557,808 | 87.08 | % | ||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 45,000 | 7.03 | % | |||||||
Large Cap Value Fund | MLPF&S For The Benefit Of Its Customers Attn Fund Admin/ 4800 Deer Lake Dr E Fl 3 Jacksonville FL 32246-6484 | 1,531,828 | 14.42 | % | ||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 1,308,615 | 12.32 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St Louis MO 63103-2523 | 1,152,957 | 10.85 | % | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd Fl 5 Weehawken NJ 07086-6761 | 828,564 | 7.80 | % | |||||||
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 | 657,500 | 6.19 | % | |||||||
Large Cap Value Fund | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn Mutual Funds Ops Manager 60 South Sixth Street-P08 Minneapolis MN 55402-4413 | 246,839 | 25.75 | % | ||||||
M-11
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Adm/ 4800 Deer Lake Dr E Fl 3 Jacksonville FL 32246-6484 | 214,076 | 22.33 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St Louis MO 63103-2523 | 116,598 | 12.16 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 107,903 | 11.26 | % | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 74,867 | 7.81 | % | |||||||
Raymond James Omnibus For Mutual Funds House Acctt Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 60,141 | 6.27 | % | |||||||
Large Cap Value Fund | Nuveen Investments Inc Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,126 | 51.78 | % | ||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admin/ 4800 Deer Lake Dr E Fl 3 Jacksonville FL 32246-6484 | 1,980 | 48.22 | % | |||||||
Large Cap Value Fund | MLPF&S For The Benefit Of Its Customers Attn Fund Admn/ 4800 Deer Lake Dr E Fl 3 Jacksonville FL 32246-6484 | 606,137 | 25.82 | % | ||||||
DCGT As TTEE And/Or Cust FBO Principal Financial Group Qualified Prin Advtg Omnibus Attn NPIO Trade Desk 711 High St Des Moines IA 50392-0001 | 482,708 | 20.56 | % | |||||||
Wells Fargo Bank FBO Nuveen Investments 401(K) 1525 West WT Harris Blvd Charlotte NC 28288-1076 | 427,647 | 18.22 | % | |||||||
M-12
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 234,220 | 9.98 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St Louis MO 63103-2523 | 130,756 | 5.57 | % | |||||||
RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn Mutual Funds Ops Manager 60 South Sixth Street-P08 Minneapolis MN 55402-4413 | 121,989 | 5.20 | % | |||||||
NWQ Global Equity Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 100.00 | % | ||||||
NWQ Global Equity Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 100.00 | % | ||||||
NWQ Global Equity Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 45,000 | 100.00 | % | ||||||
NWQ Global Equity Income Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 12,500 | 100.00 | % | ||||||
NWQ Global Equity Income Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 12,500 | 100.00 | % | ||||||
NWQ Global Equity Income Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 12,500 | 100.00 | % | ||||||
NWQ Global Equity Income Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 12,500 | 54.78 | % | ||||||
James T Stephenson TTEE & Diana Kaufman Stephenson TTEE Stephenson Trust 348 Hilgard Ave Los Angeles CA 90024-2519 | 9,373 | 41.07 | % | |||||||
M-13
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
NWQ Large-Cap Value Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 1,726,123 | 59.10 | % | ||||||
LPL Financial FBO: Customer Accounts Attn: Mutual Fund Operations 9785 Towne Centre Drive San Diego CA 92121-1968 | 355,792 | 12.18 | % | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 328,170 | 11.24 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St Louis MO 63103-2523 | 194,774 | 6.67 | % | |||||||
NWQ Large-Cap Value Fund | LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 188,032 | 36.45 | % | ||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 84,147 | 16.31 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St Louis MO 63103-2523 | 77,509 | 15.03 | % | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 47,883 | 9.28 | % | |||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 31,386 | 6.08 | % | |||||||
NWQ Large-Cap Value Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,672 | 99.38 | % | ||||||
M-14
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
NWQ Large-Cap Value Fund | LPL Financial FBO: Customer Accounts Attn: Mutual Fund Operations 9785 Towne Centre Drive San Diego CA 92121-1968 | 16,021,186 | 59.50 | % | ||||||
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 | 5,387,953 | 20.01 | % | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 2,607,137 | 9.68 | % | |||||||
NWQ Multi-Cap Value Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 507,155 | 30.01 | % | ||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit of Customer 2801 Market Street St Louis MO 63103-2523 | 281,284 | 16.65 | % | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 158,008 | 9.35 | % | |||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 133,976 | 7.93 | % | |||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 101,640 | 6.02 | % | |||||||
NWQ Multi-Cap Value Fund | First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St Louis MO 63103-2523 | 34,639 | 38.05 | % | ||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 10,085 | 11.08 | % | |||||||
M-15
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 8,175 | 8.98 | % | |||||||
MLPF&S For Its Customers Attn Fund Admn 4800 Deer Lake Dr E Floor 3 Jacksonville FL 32246-6484 | 7,248 | 7.96 | % | |||||||
NWQ Multi-Cap Value Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 593,681 | 31.82 | % | ||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St Louis MO 63103-2523 | 399,800 | 21.43 | % | |||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admin/ 4800 Deer Lake Dr E Fl 3 Jacksonville FL 32246-6484 | 258,673 | 13.86 | % | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd Fl 5 Weehawken NJ 07086-6761 | 141,243 | 7.57 | % | |||||||
NWQ Multi-Cap Value Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 5,283 | 54.55 | % | ||||||
MLPF&S For The Benefit Of It Customers Attn Fund Admin/ 4800 Deer Lake Dr E Fl 3 Jacksonville FL 32246-6484 | 4,303 | 44.44 | % | |||||||
NWQ Multi-Cap Value Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 612,741 | 22.93 | % | ||||||
National Financial Services LLC For The Exclusive Benefit Of Our Customers Attn Mutual Fund Dept 4th Floor 499 Washington Blvd Jersey City NJ 07310-2010 | 566,419 | 21.20 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St Louis MO 63103-2523 | 448,409 | 16.78 | % | |||||||
M-16
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Wells Fargo Bank FBO Nuveen Investments 401(K) 1525 West WT Harris Blvd Charlotte NC 28288-1076 | 262,759 | 9.83 | % | |||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admn/ 4800 Deer Lake Dr E Fl 3 Jacksonville FL 32246-6484 | 220,318 | 8.24 | % | |||||||
Charles Schwab & Co Inc Reinvest Account Attn Mutual Funds 211 Main St San Francisco CA 94105-1905 | 166,197 | 6.22 | % | |||||||
NWQ Small/Mid-Cap Value Fund | Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 84,445 | 28.75 | % | ||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 55,268 | 18.82 | % | |||||||
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 | 36,846 | 12.54 | % | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 22,100 | 7.52 | % | |||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 18,331 | 6.24 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 16,293 | 5.55 | % | |||||||
NWQ Small/Mid-Cap Value Fund | First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St Louis MO 63103-2523 | 50,774 | 42.56 | % | ||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 19,388 | 16.25 | % | |||||||
M-17
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 13,595 | 11.40 | % | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 10,358 | 8.68 | % | |||||||
NWQ Small/Mid-Cap Value Fund | MLPF&S For The Benefit Of Its Customers Attn Fund Admin / 4800 Deer Lake Dr E Fl 3 Jacksonville FL 32246-6484 | 13,825 | 52.71 | % | ||||||
Frontier Trust Company FBO Make-A-Wish 401(K) Plan P.O. Box 10758 Fargo ND 58106-0758 | 4,488 | 17.11 | % | |||||||
FIIOC FBO Cochran Law Firm PA Profit Sharing Plan And Trust 100 Magellan Way Covington KY 41015-1987 | 3,966 | 15.12 | % | |||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,186 | 8.34 | % | |||||||
Frontier Trust Company FBO Golden West Construction 401(K) Pla P.O. Box 10758 Fargo ND 58106-0758 | 1,553 | 5.92 | % | |||||||
NWQ Small/Mid-Cap Value Fund | ING National Trust FBO ING Plans One Orange Way B3N Windsor CT 06095-4773 | 603,841 | 34.01 | % | ||||||
Mercer Sunoco Investment Portfolio 99 High St Boston MA 02110-2320 | 341,912 | 19.26 | % | |||||||
Charles Schwab & Co Inc For The Benefit Of Their Customers 211 Main St San Francisco CA 94105-1905 | 266,432 | 15.00 | % | |||||||
Doe Run Corporation Mail Stop JHT0515 200 Clarenden St Boston MA 02116-5021 | 136,489 | 7.69 | % | |||||||
M-18
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
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 | 122,703 | 6.91 | % | |||||||
Saxon & Co P O Box 7780-1888 Philadelphia PA 19182-0001 | 107,487 | 6.05 | % | |||||||
NWQ Small Cap Value Fund | Charles Schwab & Co Inc For The Benefit Of Their Customers 211 Main St San Francisco CA 94105-1905 | 271,496 | 24.01 | % | ||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 190,049 | 16.81 | % | |||||||
LPL Financial FBO: Customer Accounts Attn: Mutual Fund Operations 9785 Towne Centre Drive San Diego CA 92121-1968 | 119,109 | 10.53 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 107,308 | 9.49 | % | |||||||
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 | 77,868 | 6.89 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St Louis MO 63103-2523 | 74,068 | 6.55 | % | |||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 66,015 | 5.84 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 57,868 | 5.12 | % | |||||||
NWQ Small Cap Value Fund | LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 97,191 | 23.13 | % | ||||||
M-19
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
MLPF&S For The Sole Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 80,962 | 19.27 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit of Customer 2801 Market Street St Louis MO 63103-2523 | 48,679 | 11.58 | % | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 35,187 | 8.37 | % | |||||||
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 | 30,760 | 7.32 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 26,637 | 6.34 | % | |||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 24,423 | 5.81 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 22,021 | 5.24 | % | |||||||
NWQ Small Cap Value Fund | MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 50,930 | 83.40 | % | ||||||
NWQ Small Cap Value Fund | Wells Fargo Bank FBO Nuveen Investments, Inc Employees’ 1525 West WT Harris Blvd Charlotte NC 28288-1151 | 66,940 | 92.91 | % | ||||||
ING Life Insurance & Annuity Co 1 Orange Way Windsor CT 06095-4773 | 4,310 | 5.98 | % | |||||||
NWQ Small Cap Value Fund | Charles Schwab & Co Inc For The Benefit Of Their Customers 211 Main St San Francisco CA 94105-1905 | 2,152,315 | 37.52 | % | ||||||
M-20
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
LPL Financial FBO: Customer Accounts Attn: Mutual Fund Operations 9785 Towne Centre Drive San Diego CA 92121-1968 | 2,126,833 | 37.08 | % | |||||||
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 | 554,717 | 9.67 | % | |||||||
Tradewinds Value Opportunities Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 1,621,068 | 27.80 | % | ||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 967,282 | 16.59 | % | |||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 566,637 | 9.72 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 427,130 | 7.33 | % | |||||||
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 | 308,411 | 5.29 | % | |||||||
Tradewinds Value Opportunities | First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 16,698 | 29.56 | % | ||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 14,757 | 26.12 | % | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 10,010 | 17.72 | % | |||||||
M-21
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 3,992 | 7.07 | % | |||||||
Tradewinds Value Opportunities Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 863,656 | 25.88 | % | ||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 654,247 | 19.61 | % | |||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 445,560 | 13.35 | % | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 352,372 | 10.56 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 173,806 | 5.21 | % | |||||||
Tradewinds Value Opportunities Fund | MLPF&S For The Benefit Of Its Customers Attn Fund Admin/ 4800 Deer Lake Dr E Fl 3 Jacksonville FL 32246-6484 | 43,609 | 35.16 | % | ||||||
Massachusetts Mutual Life Insurance Company 1295 State Street C105 Springfield MA 01111-0001 | 27,602 | 22.25 | % | |||||||
MG Trust Company Cust. FBO Kinetic Ventures, LLC Profit S 717 17th Street Suite 1300 Denver CO 80202-3304 | 10,455 | 8.43 | % | |||||||
Frontier Trust Company FBO 711 New York Painting 401k PS Plan PO Box 10758 Fargo ND 58106-0758 | 9,851 | 7.94 | % | |||||||
Frontier Trust Company FBO Specialty Graphics, Inc. 401(K) Plan P.O. Box 10758 Fargo ND 58106-0758 | 8,127 | 6.55 | % | |||||||
Tradewinds Value Opportunities Fund | First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 956,014 | 26.33 | % | ||||||
M-22
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 695,103 | 19.15 | % | |||||||
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 | 488,917 | 13.47 | % | |||||||
MLPF&S For the Sole Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 350,153 | 9.64 | % | |||||||
| Nuveen Investment Trust II | ||||||||||
Equity Long/Short Fund | UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 376,989 | 58.83 | % | ||||||
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 | 55,784 | 8.70 | % | |||||||
RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn Mutual Fund Ops Manager 60 S 6th St Ste 700 # Street-P08 Minneapolis MN 55402-4413 | 54,673 | 8.53 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 43,682 | 6.82 | % | |||||||
Equity Long/Short Fund | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn Mutual Fund Ops Manager 60 S 6th St Ste 700 # Street-P08 Minneapolis MN 55402-4413 | 26,710 | 23.62 | % | ||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 24,286 | 21.48 | % | |||||||
M-23
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 15,760 | 13.94 | % | |||||||
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 | 13,292 | 11.76 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 6,023 | 5.33 | % | |||||||
Equity Long/Short Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 51,930 | 29.44 | % | ||||||
RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn Mutual Fund Ops Manager 60 S 6th St Ste 700 # Street-P08 Minneapolis MN 55402-4413 | 47,720 | 27.05 | % | |||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 32,055 | 18.17 | % | |||||||
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 | 10,870 | 6.16 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 9,417 | 5.34 | % | |||||||
Wells Fargo Bank FBO Various Retirement Plans 1525 West WT Harris Blvd Charlotte NC 28288-1076 | 8,968 | 5.08 | % | |||||||
Global Growth Fund | American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 85,508 | 42.00 | % | ||||||
M-24
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 42,513 | 20.88 | % | |||||||
Charles Schwab & Co Inc Attn Mutual Funds 211 Main St San Francisco CA 94105-1905 | 18,714 | 9.19 | % | |||||||
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 | 12,565 | 6.17 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit of Customer 2801 Market St Saint Louis MO 63103-2523 | 11,462 | 5.63 | % | |||||||
Global Growth Fund | Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 24,949 | 46.82 | % | ||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 6,600 | 12.38 | % | |||||||
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 | 5,864 | 11.00 | % | |||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 5,735 | 10.76 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 4,860 | 9.12 | % | |||||||
Global Growth Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 18,219 | 81.04 | % | ||||||
M-25
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
MG Trust Company Cust. FBO Republic Land Development 717 17th Street Suite 1300 Denver CO 80202-3304 | 4,262 | 18.96 | % | |||||||
Global Growth Fund | Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 60,957 | 30.11 | % | ||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 51,258 | 25.32 | % | |||||||
Wells Fargo Bank FBO Various Retirement Plans 1525 West Wt Harris Blvd Charlotte NC 28288-1076 | 41,174 | 20.34 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 33,449 | 16.52 | % | |||||||
LPL Financial FBO: Customer Accounts Attn: Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 11,373 | 5.62 | % | |||||||
Growth Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 241,570 | 43.48 | % | ||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 89,743 | 16.15 | % | |||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 61,570 | 11.08 | % | |||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admn 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 60,899 | 10.96 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 52,318 | 9.42 | % | |||||||
M-26
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Growth Fund | MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 115,084 | 37.35 | % | ||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 104,613 | 33.95 | % | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 25,167 | 8.17 | % | |||||||
Growth Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 448,914 | 64.51 | % | ||||||
MLPF&S For The Sole Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 132,206 | 19.00 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit of Customer 2801 Market Street St. Louis MO 63103-2523 | 37,285 | 5.36 | % | |||||||
International Growth Fund | American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 564,190 | 33.04 | % | ||||||
Charles Schwab & Co Inc For The Benefit Of Their Customers 211 Main St San Francisco CA 94105-1905 | 249,824 | 14.63 | % | |||||||
LPL Financial FBO: Customer Accounts Attn: Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 244,477 | 14.32 | % | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 187,977 | 11.01 | % | |||||||
M-27
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
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 | 135,134 | 7.91 | % | |||||||
International Growth Fund | Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 73,241 | 34.92 | % | ||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 42,868 | 20.44 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 18,174 | 8.67 | % | |||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 17,980 | 8.57 | % | |||||||
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 | 16,991 | 8.10 | % | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 11,688 | 5.57 | % | |||||||
International Growth Fund | Frontier Trust Company FBO Make-A-Wish 401(K) Plan P.O. Box 10758 Fargo ND 58106-0758 | 1,944 | 40.55 | % | ||||||
Frontier Trust Company FBO Golden West Construction 401(K) Plan P.O. Box 10758 Fargo ND 58106-0758 | 958 | 19.98 | % | |||||||
MG Trust Company Cust. FBO Republic Land Development 717 17th Street Suite 1300 Denver CO 80202-3304 | 800 | 16.68 | % | |||||||
M-28
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
State Street Bank 401k Plan FBO ADP Access 401(K) Product 1 Lincoln St Boston MA 02111-2901 | 545 | 11.36 | % | |||||||
Frontier Trust Company FBO Executive Marketing Consultants Inc P.O. Box 10758 Fargo ND 58106-0758 | 415 | 8.65 | % | |||||||
International Growth Fund | Capinco C/O US Bank PO Box 1787 Milwaukee WI 53201-1787 | 611,908 | 27.41 | % | ||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 396,603 | 17.76 | % | |||||||
First Clearing, LLC Special Custody Acct For the Exclusive Benefit of Customer 2801 Market St Saint Louis MO 63103-2523 | 362,970 | 16.26 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 212,692 | 9.53 | % | |||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 170,149 | 7.62 | % | |||||||
Santa Barbara Dividend Growth Fund | American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 4,833,766 | 22.80 | % | ||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admn 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 4,163,046 | 19.64 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 2,560,321 | 12.08 | % | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 2,430,770 | 11.47 | % | |||||||
M-29
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 2,340,035 | 11.04 | % | |||||||
Santa Barbara Dividend Growth Fund | MLPF&S For Its Customers Attn Fund Admin 4800 Deer Lake Dr E Floor 3 Jacksonville FL 32246-6484 | 7,994 | 28.59 | % | ||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 7,450 | 26.65 | % | |||||||
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 | 4,023 | 14.39 | % | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 3,109 | 11.12 | % | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 1,792 | 6.41 | % | |||||||
Santa Barbara Dividend Growth Fund | MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 6,560,021 | 49.83 | % | ||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 2,142,655 | 16.28 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 1,005,089 | 7.63 | % | |||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 953,075 | 7.24 | % | |||||||
M-30
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Santa Barbara Dividend Growth Fund | Hartford Life Insurance Co Separate Account Attn UIT Operations PO Box 2999 Hartford CT 06104-2999 | 88,893 | 11.86 | % | ||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 52,148 | 6.96 | % | |||||||
Santa Barbara Dividend Growth Fund | Capinco C/O US Bank PO Box 1787 Milwaukee WI 53201-1787 | 943,784 | 51.27 | % | ||||||
Band & Co C/O US Bank PO Box 1787 Milwaukee WI 53201-1787 | 568,389 | 30.88 | % | |||||||
Wells Fargo Bank FBO Various Retirement Plans 1525 West WT Harris Blvd Charlotte NC 28288-1076 | 314,206 | 17.07 | % | |||||||
Santa Barbara Dividend Growth Fund | MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 11,304,197 | 31.86 | % | ||||||
Band & Co C/O US Bank PO Box 1787 Milwaukee WI 53201-1787 | 6,491,975 | 18.29 | % | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 5,386,822 | 15.18 | % | |||||||
Charles Schwab & Co Inc For The Benefit Of Their Customers 211 Main St San Francisco CA 94105-1905 | 3,107,770 | 8.76 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 2,002,080 | 5.64 | % | |||||||
Santa Barbara Global Dividend Growth Fund | American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 68,930 | 49.96 | % | ||||||
M-31
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 25,467 | 18.46 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 23,435 | 16.99 | % | |||||||
National Financial Services LLC For The Exclusive Benefit Of Our Customers Attn Mutual Fund Dept 4th Floor 499 Washington Blvd Jersey City NJ07310-2010 | 7,116 | 5.16 | % | |||||||
Santa Barbara Global Dividend Growth Fund | Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 12,741 | 43.50 | % | ||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 3,544 | 12.10 | % | |||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 8.54 | % | |||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 2,393 | 8.17 | % | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 1,883 | 6.43 | % | |||||||
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 | 1,750 | 5.98 | % | |||||||
Santa Barbara Global Dividend Growth Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 100.00 | % | ||||||
M-32
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Santa Barbara Global Dividend Growth Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 42,500 | 36.54 | % | ||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 36,461 | 31.35 | % | |||||||
Wells Fargo FBO Various Retirement Plans 1525 West WT Harris Blvd Charlotte NC 28288-1076 | 34,249 | 29.45 | % | |||||||
Santa Barbara International Dividend Growth Fund | Charles Schwab & Co Inc Special Custody Acct FBO Customers Attn Mutual Funds 211 Main St San Francisco CA 94105-1905 | 6,589 | 38.44 | % | ||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 3,734 | 21.79 | % | |||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 14.59 | % | |||||||
Pershing LLC 1 Pershing Plz Jersey City NJ 07399-0001 | 2,391 | 13.95 | % | |||||||
Edward D Jones & Co For The Benefit Of Customers 12555 Manchester Rd Saint Louis MO 63131-3729 | 1,171 | 6.83 | % | |||||||
Santa Barbara International Dividend Growth Fund | Pershing LLC 1 Pershing Plz Jersey City NJ 07399-0001 | 2,845 | 28.86 | % | ||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 25.36 | % | |||||||
Edward D Jones & Co For The Benefit Of Customers 12555 Manchester Rd Saint Louis MO 63131-3729 | 2,132 | 21.63 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 694 | 7.04 | % | |||||||
M-33
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
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 | 662 | 6.71 | % | |||||||
Santa Barbara International Dividend Growth Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 100.00 | % | ||||||
Santa Barbara International Dividend Growth Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 42,500 | 57.20 | % | ||||||
Wells Fargo Bank FBO Various Retirement Plans 1525 West WT Harris Blvd Charlotte NC 28288-1076 | 15,460 | 20.81 | % | |||||||
Nuveen Investment Inc Deferred Compensation Account 333 West Wacker Dr Chicago IL 60606-1220 | 12,224 | 16.45 | % | |||||||
Symphony Dynamic Equity Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 100.00 | % | ||||||
Symphony Dynamic Equity Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 100.00 | % | ||||||
Symphony Dynamic Equity Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 95,000 | 100.00 | % | ||||||
Symphony International Equity Fund | American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 19,594 | 75.94 | % | ||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 3,069 | 11.89 | % | |||||||
Symphony International Equity Fund | MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 9,223 | 57.42 | % | ||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 3,095 | 19.27 | % | |||||||
M-34
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Alan G Winkelmann Mary J Winkelmann 2829 Woodbridge Estates Dr Saint Louis MO 63129-5723 | 1,479 | 9.21 | % | |||||||
Symphony International Equity Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 3,058 | 91.99 | % | ||||||
Symphony International Equity Fund | Capinco C/O US Bank PO Box 1787 Milwaukee WI 53201-1787 | 355,785 | 86.23 | % | ||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 38,892 | 9.43 | % | |||||||
Symphony Large-Cap Growth Fund | American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 1,140,616 | 49.17 | % | ||||||
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 | 309,173 | 13.33 | % | |||||||
LPL Financial FBO: Customer Accounts Attn: Mutual Fund Operations 9785 Towne Centre Drive San Diego CA 92121-1968 | 169,911 | 7.32 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 154,683 | 6.67 | % | |||||||
Symphony Large-Cap Growth Fund | American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 167,221 | 20.27 | % | ||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 150,194 | 18.20 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit of Customer 2801 Market Street St. Louis MO 63103-2523 | 119,851 | 14.52 | % | |||||||
M-35
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 96,468 | 11.69 | % | |||||||
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 | 95,947 | 11.63 | % | |||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 63,652 | 7.71 | % | |||||||
RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn Mutual Funds Ops Manager 60 South Sixth Street-P08 Minneapolis MN 55402-4413 | 43,214 | 5.24 | % | |||||||
Symphony Large-Cap Growth Fund | MG Trust Company Cust. FBO Hand Surgery Associates, P.C. 717 17th Street Suite 1300 Denver CO 80202-3304 | 46,105 | 45.64 | % | ||||||
Symphony Large-Cap Growth Fund | LPL Financial FBO: Customer Accounts Attn: Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 375,759 | 24.44 | % | ||||||
Capinco C/O US Bank PO Box 1787 Milwaukee WI 53201-1787 | 293,222 | 19.07 | % | |||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 160,823 | 10.46 | % | |||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 151,964 | 9.88 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 113,923 | 7.41 | % | |||||||
M-36
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Mid Atlantic Trust Company FBO Bell State Bank & Trust Master Account 1251 Waterfront Place Suite 525 Pittsburgh Pa 15222-4228 | 100,311 | 6.52 | % | |||||||
Symphony Low Volatility Equity Fund | MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 61,726 | 32.85 | % | ||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 43,454 | 23.12 | % | |||||||
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 | 24,390 | 12.98 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 18,104 | 9.63 | % | |||||||
Symphony Low Volatility Equity Fund | MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 15,381 | 21.30 | % | ||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 15,355 | 21.26 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 12,024 | 16.65 | % | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 10,501 | 14.54 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 5,163 | 7.15 | % | |||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 4,334 | 6.00 | % | |||||||
M-37
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Symphony Low Volatility Equity Fund | Capinco C/O US Bank PO Box 1787 Milwaukee WI 53201-1787 | 1,292,364 | 63.51 | % | ||||||
Band & Co C/O US Bank PO Box 1787 Milwaukee WI 53201-1787 | 611,049 | 30.03 | % | |||||||
Symphony Mid-Cap Core Fund | Charles Schwab & Co Inc Special Custody Acct FBO Customers Attn Mutual Funds 211 Main St San Francisco CA 94105-1905 | 94,998 | 20.99 | % | ||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 40,317 | 8.91 | % | |||||||
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 | 30,553 | 6.75 | % | |||||||
LPL Financial FBO: Customer Accounts Attn: Mutual Fund Operations 9785 Towne Centre Drive San Diego CA 92121-1968 | 24,923 | 5.51 | % | |||||||
Symphony Mid-Cap Core Fund | Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 11,295 | 13.01 | % | ||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 7,899 | 9.10 | % | |||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 7,737 | 8.91 | % | |||||||
State Street Bank & Trust Cust Tom S Reed SEP IRA 19486 Elena Ln Jamul CA 91935-6835 | 6,651 | 7.66 | % | |||||||
M-38
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 6,120 | 7.05 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 4,904 | 5.65 | % | |||||||
Symphony Mid-Cap Core Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 10,183 | 78.08 | % | ||||||
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 | 1,395 | 10.70 | % | |||||||
Frontier Trust Company FBO Bruce Museum 401(K) Plan P.O. Box 10758 Fargo ND 58106-0758 | 870 | 6.67 | % | |||||||
Symphony Mid-Cap Core Fund | Band & Co C/O US Bank PO Box 1787 Milwaukee WI 53201-1787 | 703,058 | 68.39 | % | ||||||
Washington & Co C/O US Bank PO Box 1787 Milwaukee WI 53201-1787 | 177,564 | 17.27 | % | |||||||
Symphony Small Cap Core Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 100.00 | % | ||||||
Symphony Small Cap Core Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 100.00 | % | ||||||
Symphony Small Cap Core Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 45,000 | 100.00 | % | ||||||
Tradewinds Emerging Markets Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 26,807 | 31.51 | % | ||||||
M-39
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 8,420 | 9.90 | % | |||||||
LPL Financial FBO: Customer Accounts Attn: Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 7,193 | 8.46 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 6,800 | 7.99 | % | |||||||
US Bancorp Investments Inc 60 Livingston Avenue St Paul MN 55107-2292 | 5,235 | 6.15 | % | |||||||
Edward D Jones & Co For The Benefit Of Customers 12555 Manchester Rd Saint Louis MO 63131-3729 | 4,299 | 5.05 | % | |||||||
Tradewinds Emerging Markets Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 19,700 | 35.43 | % | ||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 14,654 | 26.35 | % | |||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 8,899 | 16.00 | % | |||||||
RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn Mutual Funds Ops Manager 60 South Sixth Street-P08 Minneapolis MN 55402-4413 | 3,570 | 6.42 | % | |||||||
Tradewinds Emerging Markets Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 1,179 | 44.51 | % | ||||||
M-40
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
First Clearing, LLC 2801 Market St Saint Louis MO 63103-2523 | 641 | 24.20 | % | |||||||
Frontier Trust Company FBO Dallas Commodity 401(K) PO Box 10758 Fargo ND 58106-0758 | 501 | 18.90 | % | |||||||
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 | 202 | 7.64 | % | |||||||
Tradewinds Emerging Markets Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 366,547 | 52.51 | % | ||||||
First State Trust Company 1 Delaware Corporate Center II 2 Righter Parkway Wilmington DE 19803-1532 | 157,264 | 22.53 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 69,315 | 9.93 | % | |||||||
Wells Fargo FBO Various Retirement Plans 1525 West WT Harris Blvd Charlotte NC 28262-8522 | 45,357 | 6.50 | % | |||||||
Tradewinds Global All-Cap Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 655,094 | 25.77 | % | ||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 465,168 | 18.30 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 220,627 | 8.68 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 212,440 | 8.36 | % | |||||||
M-41
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
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 | 186,636 | 7.34 | % | |||||||
MLPF&S For Its Customers Attn Fund Admn 4800 Deer Lake Dr E Floor 3 Jacksonville FL 32246-6484 | 173,008 | 6.81 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 170,536 | 6.71 | % | |||||||
Tradewinds Global All-Cap Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 624,141 | 34.71 | % | ||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 265,890 | 14.79 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 263,361 | 14.65 | % | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 164,464 | 9.15 | % | |||||||
Tradewinds Global All-Cap Fund | MG Trust Company Cust. FBO Rixan Associates, Inc. 717 17th Street Suite 1300 Denver CO 80202-3304 | 6,723 | 40.87 | % | ||||||
Mid Atlantic Trust Company FBO Automotive Employee 401(K) Plan 1251 Waterfront Place Suite 525 Pittsburgh PA 15222-4228 | 3,382 | 20.56 | % | |||||||
ING Life Insurance & Annuity Co One Orange Way B3N Windsor CT 06095-4773 | 2,164 | 13.16 | % | |||||||
Frontier Trust Company FBO Day Star Industries Profit Sharing PO Box 10758 Fargo ND 58106-0758 | 1,401 | 8.52 | % | |||||||
M-42
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 1,290 | 7.84 | % | |||||||
Tradewinds Global All-Cap Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 1,118,359 | 40.36 | % | ||||||
First State Trust Company 1 Delaware Corporate Center II 2 Righter Parkway Wilmington DE 19803-1532 | 366,128 | 13.21 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 343,622 | 12.40 | % | |||||||
MLPF&S For The Sole Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 267,222 | 9.64 | % | |||||||
Tradewinds International Value Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 3,876,970 | 61.83 | % | ||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 873,390 | 13.93 | % | |||||||
Tradewinds International Value Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 6,847 | 24.92 | % | ||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 6,033 | 21.96 | % | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 4,844 | 17.63 | % | |||||||
M-43
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn Mutual Funds Ops Manager 60 South Sixth Street-P08 Minneapolis MN 55402-4413 | 2,641 | 9.61 | % | |||||||
MLPF&S For Its Customers Attn Fund Admn 4800 Deer Lake Dr E Floor 3 Jacksonville FL 32246-6484 | 1,667 | 6.07 | % | |||||||
Tradewinds International Value Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 335,019 | 28.53 | % | ||||||
MLPF&S For Its Customers Attn Fund Admn 4800 Deer Lake Dr E Floor 3 Jacksonville FL 32246-6484 | 317,505 | 27.04 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 157,678 | 13.43 | % | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 97,328 | 8.29 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 89,955 | 7.66 | % | |||||||
Tradewinds International Value Fund | Hartford Life Insurance Co Separate Account Attn UIT Operations PO Box 2999 Hartford CT 06104-2999 | 32,975 | 44.25 | % | ||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 21,863 | 29.34 | % | |||||||
EPTC Custodial Trust PO Box 3322 Warrenton VA 20188-1922 | 8,157 | 10.95 | % | |||||||
Great-West Trust Company LLC TTEE F Employee Benefits Clients 401k 8515 E Orchard Rd 2T2 Greenwood Village CO 80111-5002 | 4,808 | 6.45 | % | |||||||
M-44
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Tradewinds International Value Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 2,936,256 | 45.59 | % | ||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 956,956 | 14.86 | % | |||||||
Capinco C/O US Bank PO Box 1787 Milwaukee WI 53201-1787 | 855,757 | 13.29 | % | |||||||
MLPF&S For The Sole Benefit Of Its Customers Attn Fund — Class Admn 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 354,156 | 5.50 | % | |||||||
Tradewinds Japan Fund | 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 | 10,594 | 28.57 | % | ||||||
COR Clearing LLC 1200 Landmark Center, Ste 800 Omaha NE 68102-1916 | 8,927 | 24.07 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 6,554 | 17.67 | % | |||||||
LPL Financial FBO: Customer Accounts Attn: Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 4,951 | 13.35 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 4,215 | 11.37 | % | |||||||
Tradewinds Japan Fund | Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 14,776 | 73.72 | % | ||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,277 | 11.36 | % | |||||||
M-45
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 2,249 | 11.22 | % | |||||||
Tradewinds Japan Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 54,601 | 46.79 | % | ||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 23,680 | 20.29 | % | |||||||
Wells Fargo Bank NA FBO Various Retirement Plans 1525 West WT Harris Blvd Charlotte NC 28288-1076 | 14,263 | 12.22 | % | |||||||
Wells Fargo Bank NA FBO Nuveen Inv 2013 Plan TW Lawton PO Box 1533 Minneapolis MN 55480-1533 | 9,914 | 8.50 | % | |||||||
Wells Fargo Bank NA FBO Nuveen Inv 2013 Plan TW Alejos PO Box 1533 Minneapolis MN 55480-1533 | 5,886 | 5.04 | % | |||||||
Winslow Large Cap Growth Fund | MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 229,954 | 32.29 | % | ||||||
Charles Schwab & Co Inc Special Custody A/C FBO Customers Attn Mutual Funds 211 Main St San Francisco CA 94105-1905 | 179,635 | 25.23 | % | |||||||
TD Ameritrade Trust Company P.O. Box 17748 Denver CO 80217-0748 | 95,858 | 13.46 | % | |||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 84,667 | 11.89 | % | |||||||
M-46
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
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 | 62,112 | 8.72 | % | |||||||
Winslow Large Cap Growth Fund | Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 44,608 | 92.17 | % | ||||||
Winslow Large Cap Growth Fund | Wilmington Trust RISC As Cust FBO Glaziers, Am & Glassworkers LCL PO Box 52129 Phoenix Az 85072-2129 | 34,241 | 48.33 | % | ||||||
TD Ameritrade Trust Company P.O. Box 17748 Denver CO 80217-0748 | 20,033 | 28.27 | % | |||||||
State Street Bank 401k Plan FBO ADP Access 401(K) Product 1 Lincoln St Boston MA 02111-2901 | 9,327 | 13.16 | % | |||||||
National Financial Services LLC For The Exclusive Benefit Of Our Customers Attn Mutual Fund Dept 4th Floor 499 Washington Blvd Jersey City NJ 07310-2010 | 5,750 | 8.11 | % | |||||||
Winslow Large Cap Growth Fund | Capinco C/O US Bank PO Box 1787 Milwaukee WI 53201-1787 | 597,681 | 76.66 | % | ||||||
Wells Fargo Bank FBO Various Retirement Plans 1525 West WT Harris Blvd Charlotte NC 28288-1076 | 94,770 | 12.16 | % | |||||||
Order of St Benedict 2850 Abbey Plaza PO Box 2222 Collegeville MN 56321-2222 | 87,209 | 11.19 | % | |||||||
Winslow Large Cap Growth Fund | 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 | 10,849,137 | 40.60 | % | ||||||
M-47
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Wells Fargo Bank FBO Various Retirement Plans 1525 West WT Harris Blvd Charlotte NC 28288-1076 | 4,245,734 | 15.89 | % | |||||||
Charles Schwab & Co Inc For The Benefit Of Their Customers 211 Main St San Francisco CA 94105-1905 | 3,860,047 | 14.44 | % | |||||||
| Nuveen Investment Trust III | ||||||||||
Symphony Credit Opportunities Fund | UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 7,117,910 | 37.13 | % | ||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 3,089,183 | 16.11 | % | |||||||
Charles Schwab & Co Inc For The Benefit Of Their Customers 211 Main St San Francisco CA 94105-1905 | 1,877,796 | 9.79 | % | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 1,465,758 | 7.65 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 1,175,688 | 6.13 | % | |||||||
LPL Financial FBO: Customer Accounts Attn: Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 974,499 | 5.08 | % | |||||||
Symphony Credit Opportunities Fund | MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 1,569,333 | 21.72 | % | ||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 1,178,224 | 16.31 | % | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 1,066,620 | 14.76 | % | |||||||
M-48
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 652,679 | 9.03 | % | |||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 573,808 | 7.94 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 521,189 | 7.21 | % | |||||||
RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn Mutual Funds Ops Manager 60 South Sixth Street-P08 Minneapolis MN 55402-4413 | 398,766 | 5.52 | % | |||||||
Symphony Credit Opportunities Fund | Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 7,334,567 | 24.92 | % | ||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 6,049,379 | 20.55 | % | |||||||
Charles Schwab & Co Inc For The Benefit Of Their Customers 211 Main St San Francisco CA 94105-1905 | 4,329,368 | 14.71 | % | |||||||
First Clearing, LLC 2801 Market Street Saint Louis MO 63103-2523 | 3,650,336 | 12.40 | % | |||||||
LPL Financial FBO: Customer Accounts Attn: Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 2,428,757 | 8.25 | % | |||||||
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 | 2,328,486 | 7.91 | % | |||||||
M-49
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Symphony Dynamic Credit Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 100.00 | % | ||||||
Symphony Dynamic Credit Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 100.00 | % | ||||||
Symphony Dynamic Credit Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 495,000 | 100.00 | % | ||||||
Symphony Floating Rate Income Fund | UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 1,887,957 | 26.25 | % | ||||||
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 | 1,246,261 | 17.33 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 823,584 | 11.45 | % | |||||||
LPL Financial FBO: Customer Accounts Attn: Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 760,510 | 10.58 | % | |||||||
Charles Schwab & Co Inc For The Benefit Of Their Customers 211 Main St San Francisco CA 94105-1905 | 579,776 | 8.06 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 435,768 | 6.06 | % | |||||||
Symphony Floating Rate Income Fund | Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 427,794 | 22.11 | % | ||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 294,997 | 15.25 | % | |||||||
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| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 257,588 | 13.31 | % | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 171,755 | 8.88 | % | |||||||
RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn Mutual Funds Ops Manager 60 South Sixth Street-P08 Minneapolis MN 55402-4413 | 154,864 | 8.00 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 152,042 | 7.86 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 142,690 | 7.38 | % | |||||||
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 | 106,521 | �� | 5.51 | % | ||||||
Symphony Floating Rate Income Fund | Goldman Sachs & Co C/O Mutual Funds Ops 222 South Main St Salt Lake City Ut 84101-2199 | 26,244,227 | 63.23 | % | ||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 4,794,029 | 11.55 | % | |||||||
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 | 3,478,615 | 8.38 | % | |||||||
Charles Schwab & Co Inc Special Custody A/C FBO Customers Attn Mutual Funds 211 Main St San Francisco CA 94105-1905 | 3,459,162 | 8.33 | % | |||||||
Symphony High Yield Bond Fund | Charles Schwab & Co Inc Special Custody A/C FBO Customers Attn Mutual Funds 211 Main St San Francisco CA 94105-1905 | 2,033,924 | 57.06 | % | ||||||
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| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
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 | 408,106 | 11.45 | % | |||||||
Symphony High Yield Bond Fund | Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 10,451 | 34.95 | % | ||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 7,631 | 25.52 | % | |||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 4,598 | 15.38 | % | |||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 8.36 | % | |||||||
Symphony High Yield Bond Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 245,000 | 39.04 | % | ||||||
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 | 144,913 | 23.09 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 112,821 | 17.98 | % | |||||||
Mitra & Co FBO 98 C/O BMO Harris Bank NA Attn MF 11270 W Park Place Suite 400 Milwaukee WI 53224-3638 | 58,275 | 9.28 | % | |||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 32,923 | 5.25 | % | |||||||
| Nuveen Investment Trust V | ||||||||||
Gresham Diversified Commodity Strategy Fund | Charles Schwab & Co Inc Special Custody A/C FBO Customers Attn Mutual Funds 211 Main St San Francisco CA 94105-1905 | 217,390 | 86.48 | % | ||||||
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| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 14,254 | 5.67 | % | |||||||
Gresham Diversified Commodity Strategy Fund | Pershing LLC 1 Pershing Plz Jersey City NJ 07399-0001 | 30,292 | 91.32 | % | ||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 7.54 | % | |||||||
Gresham Diversified Commodity Strategy Fund | Charles Schwab & Co Inc Special Custody Account For Benefit Of Customers Attn Mutual Funds 211 Main St San Francisco CA 94105-1905 | 812,091 | 43.60 | % | ||||||
Capinco C/O US Bank PO Box 1787 Milwaukee WI 53201-1787 | 448,315 | 24.07 | % | |||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 205,000 | 11.01 | % | |||||||
George H Mclaughlin TTEE The Gimi & Jef 2012 Family Trust 257 Park Ave S Rm 700 New York NY 10010-7304 | 142,363 | 7.64 | % | |||||||
Dingle & Co PO Box 75000 Detroit MI 48275-0001 | 134,082 | 7.20 | % | |||||||
Gresham Long/Short Commodity Strategy Fund | Charles Schwab & Co Inc Special Custody A/C FBO Customers Attn Mutual Funds 211 Main St San Francisco CA 94105-1905 | 72,915 | 84.98 | % | ||||||
Edward D Jones & Co For The Benefit Of Customers 12555 Manchester Rd Saint Louis MO 63131-3729 | 7,246 | 8.44 | % | |||||||
Gresham Long/Short Commodity Strategy Fund | Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 2,500 | 88.42 | % | ||||||
Stifel Nicolaus & Co Inc Sam Q Ritchie II IRA R/O 501 N Broadway FL 8 Saint Louis MO 63102-2188 | 327 | 11.58 | % | |||||||
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| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Gresham Long/Short Commodity Strategy Fund | Capinco C/O US Bank PO Box 1787 Milwaukee WI 53201-1787 | 443,383 | 55.32 | % | ||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 205,000 | 25.58 | % | |||||||
George H Mclaughlin TTEE The Gimi & Jef 2012 Family Trust 257 Park Ave S Rm 700 New York NY 10010-7304 | 140,762 | 17.56 | % | |||||||
NWQ Flexible Income Fund | Charles Schwab & Co Inc For The Benefit Of Their Customers Attn Mutual Funds 211 Main St San Francisco CA 94105-1905 | 902,852 | 42.48 | % | ||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 324,031 | 15.25 | % | |||||||
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 | 141,740 | 6.67 | % | |||||||
NWQ Flexible Income Fund | American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 60,244 | 24.85 | % | ||||||
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 | 34,256 | 14.13 | % | |||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 25,000 | 10.31 | % | |||||||
Raymond James Omnibus For Mutual Funds House Acct Attn: Courtney Waller 880 Carillon Parkway St Petersburg FL 33716-1102 | 24,906 | 10.27 | % | |||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 23,724 | 9.78 | % | |||||||
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| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
UBS WM USA Omni Account M/F Attn Department Manger 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 21,328 | 8.80 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 13,533 | 5.58 | % | |||||||
NWQ Flexible Income Fund | Mitra & Co FBO C/O BMO Harris Bank NA Attn MF 11270 W Park Place Suite 400 Milwaukee WI 53224-3638 | 581,673 | 66.55 | % | ||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 60,057 | 6.87 | % | |||||||
Nuveen Investments Inc* Attn Darlene Cramer 333 W Wacker Dr Chicago IL 60606-1220 | 49,965 | 5.72 | % | |||||||
Preferred Securities Fund | Charles Schwab & Co Inc For The Benefit Of Their Customers 211 Main St San Francisco CA 94105-1905 | 3,149,932 | 14.16 | % | ||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 2,997,770 | 13.48 | % | |||||||
American Enterprise Investment Serv 707 2nd Ave S Minneapolis MN 55402-2405 | 2,821,818 | 12.68 | % | |||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 2,557,928 | 11.50 | % | |||||||
LPL Financial FBO: Customer Accounts Attn: Mutual Fund Operations 9785 Towne Centre Drive San Diego CA 92121-1968 | 1,800,120 | 8.09 | % | |||||||
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 | 1,624,655 | 7.30 | % | |||||||
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| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 1,508,182 | 6.78 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 1,380,674 | 6.21 | % | |||||||
Preferred Securities Fund | MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 2,827,465 | 26.45 | % | ||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 2,221,971 | 20.79 | % | |||||||
UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd FL 5 Weehawken NJ 07086-6761 | 1,095,598 | 10.25 | % | |||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311 | 863,645 | 8.08 | % | |||||||
Pershing LLC One Pershing Plaza Jersey City NJ 07399-0002 | 649,299 | 6.07 | % | |||||||
LPL Financial FBO Customer Accounts Attn Mutual Fund Operations PO Box 509046 San Diego CA 92150-9046 | 548,284 | 5.13 | % | |||||||
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 | 546,715 | 5.11 | % | |||||||
Preferred Securities Fund | 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 | 124,921 | 78.33 | % | ||||||
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| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 31,703 | 19.88 | % | |||||||
Preferred Securities Fund | 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 | 16,326,713 | 35.95 | % | ||||||
Charles Schwab & Co Inc Attn Special Custody A/C FBO Customers Attn Mutual Funds 211 Main St San Francisco CA 94105-1905 | 5,780,482 | 12.73 | % | |||||||
LPL Financial FBO: Customer Accounts Attn: Mutual Fund Operations 9785 Towne Centre Drive San Diego CA 92121-1968 | 5,073,747 | 11.17 | % | |||||||
MLPF&S For The Benefit Of Its Customers Attn Fund Admin 4800 Deer Lake Dr E FL 3 Jacksonville FL 32246-6484 | 3,977,187 | 8.76 | % | |||||||
First Clearing, LLC Special Custody Acct For The Exclusive Benefit Of Customer 2801 Market Street St. Louis MO 63103-2523 | 3,166,652 | 6.97 | % | |||||||
Band & Co C/O US Bank PO Box 1787 Milwaukee WI 53201-1787 | 2,836,032 | 6.25 | % | |||||||
| * | Shares owned beneficially and of record. |
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Appendix N
FORMOF MANAGEMENT AGREEMENT
BETWEEN
[NAME OF TRUST]
AND
NUVEEN ASSET MANAGEMENT
[NAME OF TRUST], a Massachusetts business trust registered under the Investment Company Act of 1940 (“1940 Act”) as an open-end diversified management series investment company (“Trust”), hereby appoints NUVEEN FUND ADVISORS, LLC, a Delaware limited liability company registered under the Investment Advisers Act of 1940 as an investment adviser, of Chicago, Illinois (“Manager”), to furnish investment advisory and management services and certain administrative services with respect to the portion of its assets represented by the shares of beneficial interest issued in the series listed in Schedule A hereto, as such schedule may be amended from time to time (each such series hereinafter referred to as“Fund”). Trust and Manager hereby agree that:
1. Investment Management Services. Manager shall manage the investment operations of Trust and each Fund, subject to the terms of this Agreement and to the supervision and control of Trust’s Board of Trustees (“Trustees”). Manager agrees to perform, or arrange for the performance of, the following services with respect to each Fund:
(a) to obtain and evaluate such information relating to economies, industries, businesses, securities and commodities markets, and individual securities, commodities and indices as it may deem necessary or useful in discharging its responsibilities hereunder;
(b) to formulate and maintain a continuous investment program in a manner consistent with and subject to (i) Trust’s agreement and declaration of trust and by-laws; (ii) the Fund’s investment objectives, policies, and restrictions as set forth in written documents furnished by the Trust to Manager; (iii) all securities, commodities, and tax laws and regulations applicable to the Fund and Trust; and (iv) any other written limits or directions furnished by the Trustees to Manager;
(c) unless otherwise directed by the Trustees, to determine from time to time securities, commodities, interests or other investments to be purchased, sold, retained or lent by the Fund, and to implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected;
(d) to use reasonable efforts to manage the Fund so that it will qualify as a regulated investment company under subchapter M of the Internal Revenue Code of 1986, as amended;
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(e) to make recommendations as to the manner in which voting rights, rights to consent to Trust or Fund action, and any other rights pertaining to Trust or the Fund shall be exercised;
(f) to make available to Trust promptly upon request all of the Fund’s records and ledgers and any reports or information reasonably requested by the Trust; and
(g) to the extent required by law, to furnish to regulatory authorities any information or reports relating to the services provided pursuant to this Agreement.
Except as otherwise instructed from time to time by the Trustees, with respect to execution of transactions for Trust on behalf of a Fund, Manager shall place, or arrange for the placement of, all orders for purchases, sales, or loans with issuers, brokers, dealers or other counterparts or agents selected by Manager. In connection with the selection of all such parties for the placement of all such orders, Manager shall attempt to obtain most favorable execution and price, but may nevertheless in its sole discretion as a secondary factor, purchase and sell portfolio securities from and to brokers and dealers who provide Manager with statistical, research and other information, analysis, advice, and similar services. In recognition of such services or brokerage services provided by a broker or dealer, Manager is hereby authorized to pay such broker or dealer a commission or spread in excess of that which might be charged by another broker or dealer for the same transaction if the Manager determines in good faith that the commission or spread is reasonable in relation to the value of the services so provided.
Trust hereby authorizes any entity or person associated with Manager that is a member of a national securities exchange to effect any transaction on the exchange for the account of a Fund to the extent permitted by and in accordance with Section 11(a) of the Securities Exchange Act or 1934 and Rule 11a2-2(T) thereunder. Trust hereby consents to the retention by such entity or person of compensation for such transactions in accordance withRule 11a-2-2(T)(a)(iv).
Manager may, where it deems to be advisable, aggregate orders for its other customers together with any securities of the same type to be sold or purchased for Trust or one or more Funds in order to obtain best execution or lower brokerage commissions. In such event, Manager shall allocate the shares so purchased or sold, as well as the expenses incurred in the transaction, in a manner it considers to be equitable and fair and consistent with its fiduciary obligations to Trust, the Funds, and Manager’s other customers.
Manager shall for all purposes be deemed to be an independent contractor and not an agent of Trust and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent Trust in any way.
2. Administrative Services. Subject to the terms of this Agreement and to the supervision and control of the Trustees, Manager shall provide to the Trust facilities, equipment, statistical and research data, clerical, accounting and bookkeeping services, internal auditing and legal services, and personnel to carry out all management services required for operation of the business and affairs of the Funds other than those services to be performed by the Trust’s Distributor pursuant to the Distribution Agreement, those services to be performed by
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the Trust’s Custodian pursuant to the Custody Agreement, those services to be performed by the Trust’s Transfer Agent pursuant to the Transfer Agency Agreement, those services to be provided by the Trust’s Custodian pursuant to the Accounting Agreement and those services normally performed by the Trust’s counsel and auditors.
3. Use of Affiliated Companies and Subcontractors. In connection with the services to be provided by Manager under this Agreement, Manager may, to the extent it deems appropriate, and subject to compliance with the requirements of applicable laws and regulations, make use of (i) its affiliated companies and their directors, trustees, officers, and employees and (ii) subcontractors selected by Manager, provided that Manager shall supervise and remain fully responsible for the services of all such third parties in accordance with and to the extent provided by this Agreement. All costs and expenses associated with services provided by any such third parties shall be borne by Manager or such parties.
4. Expenses Borne by Trust. Except to the extent expressly assumed by Manager herein or under a separate agreement between Trust and Manager and except to the extent required by law to be paid by Manager, Manager shall not be obligated to pay any costs or expenses incidental to the organization, operations or business of the Trust. Without limitation, such costs and expenses shall include but not be limited to:
(a) all charges of depositories, custodians and other agencies for the safekeeping and servicing of its cash, securities, and other property;
(b) all charges for equipment or services used for obtaining price quotations or for communication between Manager or Trust and the custodian, transfer agent or any other agent selected by Trust;
(c) all charges for and accounting services provided to Trust by Manager, or any other provider of such services;
(d) all charges for services of Trust’s independent auditors and for services to Trust by legal counsel;
(e) all compensation of Trustees, other than those affiliated with Manager, all expenses incurred in connection with their services to Trust, and all expenses of meetings of the Trustees or committees thereof;
(f) all expenses incidental to holding meetings of holders of units of interest in the Trust (“Shareholders”), including printing and of supplying each record-date Shareholder with notice and proxy solicitation material, and all other proxy solicitation expense;
(g) all expenses of printing of annual or more frequent revisions of Trust prospectus(es) and of supplying each then-existing Shareholder with a copy of a revised prospectus;
(h) all expenses related to preparing and transmitting certificates representing Trust shares;
(i) all expenses of bond and insurance coverage required by law or deemed advisable by the Board of Trustees;
(j) all brokers’ commissions and other normal charges incident to the purchase, sale, or lending of portfolio securities;
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(k) all taxes and governmental fees payable to Federal, state or other governmental agencies, domestic or foreign, including all stamp or other transfer taxes;
(l) all expenses of registering and maintaining the registration of Trust under the 1940 Act and, to the extent no exemption is available, expenses of registering Trust’s shares under the 1933 Act, of qualifying and maintaining qualification of Trust and of Trust’s shares for sale under securities laws of various states or other jurisdictions and of registration and qualification of Trust under all other laws applicable to Trust or its business activities;
(m) all interest on indebtedness, if any, incurred by Trust or a Fund; and
(n) all fees, dues and other expenses incurred by Trust in connection with membership of Trust in any trade association or other investment company organization.
5. Allocation of Expenses Borne by Trust. Any expenses borne by Trust that are attributable solely to the organization, operation or business of a Fund shall be paid solely out of Fund assets. Any expense borne by Trust which is not solely attributable to a Fund, nor solely to any other series of shares of Trust, shall be apportioned in such manner as Manager determines is fair and appropriate, or as otherwise specified by the Board of Trustees.
6. Expenses Borne by Manager. Manager at its own expense shall furnish all executive and other personnel, office space, and office facilities required to render the investment management and administrative services set forth in this Agreement.
In the event that Manager pays or assumes any expenses of Trust or a Fund not required to be paid or assumed by Manager under this Agreement, Manager shall not be obligated hereby to pay or assume the same or similar expense in the future;provided that nothing contained herein shall be deemed to relieve Manager of any obligation to Trust or a Fund under any separate agreement or arrangement between the parties.
7. Management Fee. For the services rendered, facilities provided, and charges assumed and paid by Manager hereunder, Trust shall pay to Manager out of the assets of each Fund fees at the annual rate for such Fund as set forth in Schedule B to this Agreement. For each Fund, the management fee shall accrue on each calendar day, and shall be payable monthly on the first business day of the next succeeding calendar month. The daily fee accrual shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the applicable annual rate of fee, and multiplying this product by the net assets of the Fund, determined in the manner established by the Board of Trustees, as of the close of business on the last preceding business day on which the Fund’s net asset value was determined.
8. State Expense Limitation. If for any fiscal year of a Fund, its aggregate operating expenses (“Aggregate Operating Expenses”) exceed the applicable percentage expense limit imposed under the securities law and regulations of any state in which Shares of the Fund are qualified for sale (the“State Expense Limit”), the Manager shall pay such Fund the amount of such excess. For purposes of this State Expense Limit, Aggregate Operating Expenses shall (a) include (i) any fees or expenses reimbursements payable to Manager pursuant to this Agreement and (ii) to the extent the Fund invests all or a portion of its assets in another investment company registered under the 1940 Act, the pro rata portion of that company’s operating expenses allocated to the Fund, and (iii) any compensation payable to Manager
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pursuant to any separate agreement relating to the Fund’s administration, but (b) exclude any interest, taxes, brokerage commissions, and other normal charges incident to the purchase, sale or loan of securities, commodity interests or other investments held by the Fund, litigation and indemnification expense, and other extraordinary expenses not incurred in the ordinary course of business. Except as otherwise agreed to by the parties or unless otherwise required by the law or regulation of any state, any reimbursement by Manager to a Fund under this section shall not exceed the management fee payable to Manager by the Fund under this Agreement.
Any payment to a Fund by Manager hereunder shall be made monthly, by annualizing the Aggregate Operating Expenses for each month as of the last day of the month. An adjustment for payments made during any fiscal year of the Fund shall be made on or before the last day of the first month following such fiscal year of the Fund if the Annual Operating Expenses for such fiscal year (i) do not exceed the State Expense Limitation or (ii) for such fiscal year there is no applicable State Expense Limit.
9. Retention of Sub-Adviser. Subject to obtaining the initial and periodic approvals required under Section 15 of the 1940 Act, Manager may retain one or more sub-advisers at Manager’s own cost and expense for the purpose of furnishing one or more of the services described in Section 1 hereof with respect to Trust or one or more Funds. Retention of a sub-adviser shall in no way reduce the responsibilities or obligations of Manager under this Agreement, and Manager shall be responsible to Trust and its Funds for all acts or omissions of any sub-adviser in connection with the performance or Manager’s duties hereunder.
10. Non-Exclusivity. The services of Manager to Trust hereunder are not to be deemed exclusive and Manager shall be free to render similar services to others.
11. Standard of Care. The Manager shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Manager in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.
12. Amendment. This Agreement may not be amended as to the Trust or any Fund without the affirmative votes (a) of a majority of the Board of Trustees, including a majority of those Trustees who are not “interested persons” of Trust or of Manager, voting in person at a meeting called for the purpose of voting on such approval, and (b) of a “majority of the outstanding shares” of Trust or, with respect to any amendment affecting an individual Fund, a “majority of the outstanding shares” of that Fund. The terms “interested persons” and “vote of a majority of the outstanding shares” shall be construed in accordance with their respective definitions in the 1940 Act and, with respect to the latter term, in accordance with Rule 18f-2 under the 1940 Act.
13. Effective Date and Termination. This Agreement shall become effective as to any Fund as of the effective date for that Fund specified in Schedule A hereto. This Agreement may be terminated at any time, without payment of any penalty, as to any Fund by the Board of Trustees of Trust, or by a vote of a majority of the outstanding shares of that fund, upon at least sixty (60) days’ written notice to Manager. This Agreement may be terminated by
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Manager at any time upon at least sixty (60) days’ written notice to Trust. This Agreement shall terminate automatically in the event of its “assignment” (as defined in the 1940 Act). Unless terminated as hereinbefore provided, this Agreement shall continue in effect with respect to any Fund specified in Schedule A and thereafter from year to year only so long as such continuance is specifically approved with respect to that Fund at least annually (a) by a majority of those Trustees who are not interested persons of Trust or of Manager, voting in person at a meeting called for the purpose of voting on such approval, and (b) by either the Board of Trustees of Trust or by a “vote of a majority of the outstanding shares” of the Fund.
14. Ownership of Records; Interparty Reporting. All records required to be maintained and preserved by Trust pursuant to the provisions of rules or regulations of the Securities and Exchange Commission under Section 31(a) of the 1940 Act or other applicable laws or regulations which are maintained and preserved by Manager on behalf of Trust and any other records the parties mutually agree shall be maintained by Manager on behalf of Trust are the property of Trust and shall be surrendered by Manager promptly on request by Trust;provided that Manager may at its own expense make and retain copies of any such records.
Trust shall furnish or otherwise make available to Manager such copies of the financial statements, proxy statements, reports, and other information relating to the business and affairs of each Shareholder in a Fund as Manager may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement.
Manager shall prepare and furnish to Trust as to each Fund statistical data and other information in such form and at such intervals as Trust may reasonably request.
15. Non-Liability of Trustees and Shareholders. Any obligation of Trust hereunder shall be binding only upon the assets of Trust (or the applicable Fund thereof) and shall not be binding upon any Trustee, officer, employee, agent or Shareholder of Trust. Neither the authorization of any action by the Trustees or Shareholders of Trust nor the execution of this Agreement on behalf of Trust shall impose any liability upon any Trustee or any Shareholder.
16. Use of Manager’s Name. Trust may use the name “[NAME OF TRUST]” and the Fund names listed in Schedule A or any other name derived from the name “Nuveen” only for so long as this Agreement or any extension, renewal, or amendment hereof remains in effect, including any similar agreement with any organization which shall have succeeded to the business of Manager as investment adviser. At such time as this Agreement or any extension, renewal or amendment hereof, or such other similar agreement shall no longer be in effect, Trust will cease to use any name derived from the name “Nuveen” or otherwise connected with Manager, or with any organization which shall have succeeded to Manager’s business as investment adviser.
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17. References and Headings. In this Agreement and in any such amendment, references to this Agreement and all expressions such as “herein,” “hereof,” and “hereunder’” shall be deemed to refer to this Agreement as amended or affected by any such amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction, or effect of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
| Dated: [ ] | ||||
ATTEST | BY | [NAME OF TRUST] | ||
NUVEEN FUND ADVISORS, LLC | ||||
ATTEST | ||||
BY | ||||
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[NAME OF TRUST]
MANAGEMENT AGREEMENT
SCHEDULE A
The Funds of the Trust currently subject to this Agreement and the effective date of each are as follows:
FUND | EFFECTIVE DATE | INITIAL TERM |
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[NAME OF TRUST]
MANAGEMENT AGREEMENT
SCHEDULE B
| a. | Compensation pursuant to Section 7 of this Agreement shall be calculated with respect to each Fund in accordance with the following schedule applicable to the average daily net assets of the Fund: Each Fund’s Management Fee will equal the sum of a Fund-Level Fee and a Complex-Level Fee. Certain Funds are subject to expense limitations as described in this Schedule. |
| b. | The Fund-Level Fee for each Fund shall be computed by applying the following annual rate to the average total daily net assets of the Fund: |
| Average Total Daily Net Assets | Rate | |
| c. | Nuveen |
| Fund | Permanent Expense Cap as a percentage of the daily net assets of any class of the Fund |
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| d. | as defined below (with such daily net assets to include, in the case of Eligible Funds whose advisory fees are calculated by reference to net assets that include net assets attributable to preferred stock issued by or borrowings by such Eligible Funds, such leveraging net assets), pursuant to the annual fee schedule shown below in this section, with the following exclusions (as adjusted, “Complex-Level Assets”): |
| in the case of Eligible Funds that invest in other Eligible Funds (“Funds of Funds”), that portion of the net assets of such Funds of Funds attributable to investments in such other Eligible Funds; |
| (ii) | that portion of the net assets of each Eligible Fund comprising the daily “Fund Asset Limit Amount” (as defined below). |
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The Complex-Level Fee Rate shall be calculated in such a manner that it results in the effective rate at the specified Complex-Level Asset amounts shown in the following annual fee schedule:
Complex-Level Managed Assets Breakpoint Level ($million) | Effective Rate at Breakpoint Level | |
55,000 | .2000% | |
56,000 | .1996% | |
57,000 | .1989% | |
60,000 | .1961% | |
63,000 | .1931% | |
66,000 | .1900% | |
71,000 | .1851% | |
76,000 | .1806% | |
80,000 | .1773% | |
91,000 | .1691% | |
125,000 | .1599% | |
200,000 | .1505% | |
250,000 | .1469% | |
300,000 | .1445% |
| e. | “Eligible Funds”, for purposes of the Agreement, shall mean all Nuveen-branded closed-end and open-end registered investment companies organized in the United States. Any open-end or closed-end funds that subsequently become part of the Nuveen |
| f. | The |
| In the case of Nuveen-branded Funds that | |||
| In the case of Acquired Funds, the Initial Fund Asset Limit Amount is equal to the |
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| (iii) | In the event of a consolidation or merger of one or more Eligible Funds, the Initial Fund Asset Limit Amount of the | |
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| g. | Following are additional definitions of terms used above: |
| (i) | “Acquisition Assets”: With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds. |
| “Aggregate Eligible Asset Amount”: With respect to an Acquisition, that portion of the aggregate net assets of Acquired Funds as of the effective date of such Acquisition that is included in Complex-Level Assets. With respect to the series of First American Investment |
| (iii) | “Aggregate Eligible Asset Percentage”: The ratio of the Aggregate Eligible Asset Amount to Acquisition Assets. |
| “Fund-Specific Complex-Level Fee Rate”: The | ||
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FORM OF INVESTMENT R&T SUB-ADVISORY AGREEMENT
(ALL FUNDS EXCEPT GRESHAM DIVERSIFIED COMMODITY STRATEGY FUND AND GRESHAM LONG/SHORT COMMODITY STRATEGY FUND SUBADVISORY AGREEMENTS WITH GRESHAM)
AGREEMENT MADE THIS [ ]th day of June 2008[ ], by and between Nuveen Asset Management,Fund Advisors, LLC, a Delaware corporationlimited liability company and a registered investment adviser (“Manager”), and Richards & Tierney, Inc.[NAME OF SUBADVISER], an Illinois corporationa [STATE OF ORGANIZATION] [FORM OF ORGANIZATION] and a registered investment adviser(“Sub-Adviser”).
WHEREAS, Manager is the investment manager for Nuveen Conservative Allocationeach Fund Nuveen Moderate Allocation Fund, and Nuveen Growth Allocation Fund (collectively, the “Funds”listed on Schedule A hereto (each a “Fund”), each of which is a series of Nuveen Investment Trust[NAME OF TRUST] (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”); and
WHEREAS, Manager desires to retain Sub-Adviser as its agent to furnish investment advisory services for the Funds,each Fund, upon the terms and conditions hereafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
1. Appointment. Manager hereby appoints Sub-Adviser to provide certain sub-investment advisory services with respect to the portion of each Fund’s portfolio allocated by Manager to Sub-Adviser for the period and on the terms set forth in this Agreement. Sub-Adviser accepts such appointments and agrees to furnish the services herein set forth for the compensation herein provided.
2. Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”), and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s prospectus and any amendments thereto, and any objectives, policies or restrictions not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund.
Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of certain portfolio securities for the Funds,each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust’seach Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and
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difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds,a Fund, or be in breach of any obligation owing to the Trust or the Fundseach Fund under this Agreement, or otherwise, solely by reason of its having caused the Fundsa Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fundsa Fund in excess of the amount of commission another member of an
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Sub-Adviser further agrees that it:
| will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; |
| will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; | ||
| will report regularly to Manager and |
| (d) | will prepare such books and records with respect to each Fund’s securities transactions as requested by Manager and will furnish Manager and the Board such periodic and special reports as Manager or the Board may reasonably request; and |
| (e) | [EXCEPT NWQ SUBADVISED FUNDS: will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of each Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at |
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which a Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of a Fund and in determining a recommended fair value of the affected security or securities.]Sub-Adviser shall not be liable for any valuation determined or adopted by a Fund, a Fund’s custodian and/or portfolio accounting agent, as contemplated in this Agreement, unless such determination is made based upon information provided by Sub-Adviser that is materially incorrect or incomplete as a result of Sub-Adviser’s gross negligence. |
3. Expenses. During the term of this Agreement, Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities (including brokerage commission, if any) purchased for a Fund.
4. Compensation. For the services provided and the expenses assumed pursuant to this Agreement, Manager will pay Sub-Adviser, and Sub-Adviser agrees to accept as full compensation therefor, a portfolio management fee for each Fund equal to a percentage (as set forth on Schedule A) of the remainder of (a) the investment management fee payable by a Fund to Manager based on average daily net assets pursuant to the Management Agreement, less (b) any management fees, expenses, supermarket fees and alliance fees waived, reimbursed or paid by Manager in respect of a Fund.
The management fee shall accrue on each calendar day, and shall be payable monthly on the second business day of the next succeeding calendar month. The daily fee accrual shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the applicable annual rate of fee, and multiplying this product by the net assets of a Fund, determined in the manner established by the Board, as of the close of business on the last preceding business day on which a Fund’s net asset value was determined.
For the month and year in which this Agreement becomes effective or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement is in effect during the month and year, respectively.
5. Services to Others. Manager understands, and has advised the Board, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to other investment companies that are not series of the Trust, provided that whenever a Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised the Board, that in some cases this procedure may adversely affect the size of the position that a Fund may obtain in a particular security. It is further agreed that, on occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interests of a Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for a Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised the Board, that the persons employed by Sub-Adviser to assist in Sub-Adviser’s duties under this Agreement will not devote their full such efforts and service to a Fund. It is also agreed that Sub-Adviser may use any supplemental research obtained for the benefit of a Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.
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6. Limitation of Liability. Manager will not take any action against Sub-Adviser to hold Sub-Adviser liable for any error of judgment or mistake of law or for any loss suffered by a Fund in connection with the performance of Sub-Adviser’s duties under this Agreement, except for a loss resulting from Sub-Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
7. Term; Termination; Amendment. As to each Fund, this Agreement shall become effective and shall run for an initial period as specified for such Fund in Schedule A hereto. This Agreement shall continue in force from year to year thereafter with respect to each Fund, but only as long as such continuance is specifically approved for such Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for a Fund, Sub-Adviser may continue to serve in such capacity for such Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder.
This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by either party on sixty (60) days’ written notice to Sub-Adviser. This Agreement may also be terminated by the Trust with respect to a Fund by action of the Board or by a vote of a majority of the outstanding voting securities of such Fund on sixty (60) days’ written notice to Sub-Adviser by the Trust.
This Agreement may be terminated with respect to a Fund at any time without the payment of any penalty by Manager or the Board or by vote of a majority of the outstanding voting securities of such Fund in the event that it shall have been established by a court of competent jurisdiction that Sub-Adviser or any officer or director of Sub-Adviser has taken any action which results in a breach of the covenants of Sub-Adviser set forth herein.
The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder.
Termination of this Agreement shall not affect the right of Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 4 earned prior to such termination. This Agreement shall automatically terminate in the event the Management Agreement between Manager and the Trust is terminated, assigned or not renewed.
8. Notice. Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party as set forth below:
| If to Manager: | If to Sub-Adviser: | |
| Nuveen Fund Advisors, LLC | [ ] | |
| 333 West Wacker Drive | ||
| Chicago, Illinois 60606 | ||
Attention: Mr. Gifford R. Zimmerman | ||
| [ ] | ||
| With a copy to: | ||
[ ] | ||
or such address as such party may designate for the receipt of such notice.
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[ALL FUNDS EXCEPT GLOBAL TOTAL RETURN BOND FUND, INTELLIGENT RISK CONSERVATIVE ALLOCATION FUND, NUVEEN INTELLIGENT RISK GROWTH ALLOCATION FUND, INTELLIGENT RISK MODERATE ALLOCATION FUND, GRESHAM DIVERSIFIED COMMODITY STRATEGY FUND, GRESHAM LONG/SHORT COMMODITY STRATEGY FUND, PREFERRED SECURITIES FUND:
9. Limitations on Liability. All parties hereto are expressly put on notice of the Trust’s Agreement and Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and trustee liability contained therein. The obligations of the Trust entered in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but only in such capacities and are not binding upon any of the Trustees, officers, or shareholders of the Trust individually but are binding upon only the assets and property of the Trust, and persons dealing with the Trust must look solely to the assets of the Trust and those assets belonging to the Fund, for the enforcement of any claims.]
10. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby. This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors.
11. Applicable Law. This Agreement shall be construed in accordance with applicable federal law (except as to Section 9 hereof which shall be construed in accordance with the laws of Massachusetts) and the laws of the State of Illinois.
IN WITNESS WHEREOF, Manager and Sub-Adviser have caused this Agreement to be executed as of the day and year first above written.
NUVEEN FUND ADVISORS, LLC, a Delaware limited liability company By: Title: | [NAME OF SUBADVISER], a [STATE OF ORGANIZATION] [FORM OF ORGANIZATION] By: Title: |
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INVESTMENT SUB-ADVISORY AGREEMENT
Schedule A
| Fund Name | Effective Date | Period End | Compensation Percentage | |||
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FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
(GDCS—GRESHAM, GLSCS—GRESHAM)
AGREEMENT MADE THIS [ ] day of [ ], among Nuveen Fund Advisors, LLC, a Delaware limited liability company and a registered investment adviser (“Manager”), [NAME OF SUBADVISER], a [STATE OF ORGANIZATION] [FORM OF ORGANIZATION] and a registered investment adviser (“Sub-Adviser”), and each registered investment company listed on Schedule A hereto (each a “Fund” and collectively the “Funds”).
WHEREAS, Manager is the investment manager for the Funds, each a series of Nuveen Investment Trust V (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”);
WHEREAS, Manager desires to retain Sub-Adviser as its agent to furnish investment advisory services for each Fund upon the terms and conditions hereinafter set forth;
WHEREAS, Manager has caused the formation of a Cayman Islands Exempted Company as a wholly owned subsidiary of each Fund to implement the investment program of the Funds pursuant to separate sub-advisory agreements with the Exempted Companies (“Exempted Company Agreements”), and Sub-Adviser will be compensated for its services to each Exempted Company out of a portion of the fees paid to Manager by each Fund solely for administrative convenience due to considerations under the 1940 Act;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
1. Appointment. Manager hereby appoints Sub-Adviser to provide certain sub-investment advisory services with respect to the development of an investment program for each Fund and the portion of each Fund’s portfolio allocated by Manager to Sub-Adviser for the period and on the terms set forth in this Agreement. Sub-Adviser accepts such appointments and agrees to furnish the services herein set forth for the compensation herein provided.
2. Services to be Performed. Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”), Sub-Adviser is authorized to furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of futures contracts, forward contracts, options on futures contracts and other commodity interests (“Commodity Interests”) for the portion of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will select and monitor each Fund’s investments in Commodity Interests, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”), and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund.
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All commissions and expenses arising from the Sub-Adviser’s trading of Commodity Interests on behalf of the Fund, or other transactions in the course of the administration of the Fund’s account, shall be charged to the applicable Fund’s account with its clearing broker(s). Manager shall deliver to Sub-Adviser, and renew when necessary, a commodity trading authorization appointing Sub-Adviser as the Funds’ agent and attorney-in-fact for the purpose of trading Commodity Interests on behalf of the Funds. All trades for the accounts of the Funds directed by Sub-Adviser shall be made through such clearing broker(s) as Manager directs. Notwithstanding the foregoing, Sub-Adviser may place orders for transactions in Commodity Interests for the Funds through executing brokers or floor brokers selected by Sub-Adviser and may execute on behalf of the Funds “give-up” agreements with such executing brokers or floor brokers where necessary; provided that (i) Sub-Adviser will use its best efforts to obtain best execution of each Fund’s transactions and (ii) Sub-Adviser will provide Manager and the Funds on a quarterly basis with a list of the executing brokers or floor brokers Sub-Adviser is then using, and Manager may, within 5 days of receiving such list after consultation with Sub-Adviser, object to the use of an executing broker or floor broker because the Manager reasonably believes the use of such executing broker or floor broker would be detrimental to the Funds and their investors, and Sub-Adviser shall cease using such broker on behalf of the Funds. Any over-the-counter contracts in Commodity Interests transacted for the Funds’ accounts will be effected through the clearing broker or its affiliates, as agreed upon between Sub-Adviser and Manager. Sub-Adviser from time to time may select other dealers through which any such contracts will be traded, with the prior written consent of Manager.
Sub-Adviser further agrees that it:
| (a) | will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; |
| (b) | will conform to all applicable rules and regulations of the Securities and Exchange Commission and the Commodity Futures Trading Commission (“CFTC”) in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; |
| (c) | will report regularly to Manager and the Board and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board on a regular basis at reasonable times the management of the Funds, including, without limitation, review of the general investment strategies of the Funds, the performance of the Funds in relation to standard industry indices and general conditions affecting the marketplace, and will provide various other reports from time to time as reasonably requested by Manager; |
| will prepare such books and records with respect to |
will monitor the pricing of |
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Funds’ Commodity Interests may primarily trade but before the time at which the Funds’ |
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3. Expenses. During the term of this Agreement, Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of investments (including brokerage commissions and other related expenses) purchased or sold for each Fund.
4. Compensation. For the services provided and the expenses assumed pursuant to this Agreement and, solely for administrative convenience, the Exempted Company Agreements, Manager will pay Sub-Adviser, and Sub-Adviser agrees to accept as full compensation therefor, a portfolio management fee for each Fund equal to a percentage (as set forth on Schedule A) of the remainder of (a) the investment management fee payable by each Fund to Manager based on average daily net assets pursuant to the Management Agreement between Manager and the Trust, less (b) any management fees, expenses, supermarket fees and alliance fees waived, reimbursed or paid by Manager in respect of each Fund.
The portfolio management fee shall accrue on each calendar day, and shall be payable monthly on the firstsecond business day of the next succeeding calendar month. The daily fee accrual shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the applicable annual rate of the investment management fee, paid to Manager, and multiplying this product by the net assets of the Funds,each Fund, determined in the manner established by the Board, of Trustees, as of the close of business on the last preceding business day on which the Funds’each Fund’s net asset values were determined, and multiplying this product by 50%.
For the month and year in which this Agreement becomes effective or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement is in effect during the month and year, respectively.
5. Services to Others. Manager understands, and has advised the Board, that Sub-Adviser now acts, or may in the future act, as an investment adviser and/or commodity trading advisor to fiduciary and other managed accounts (including accounts owned by the Sub-Adviser and/or its principals), and as investment adviser or sub-investment adviser to other investment companies that are not series of the Trust. In addition, Manager understands, and has advised the Board, that the persons employed by Sub-Adviser to assist in Sub-Adviser’s duties under this Agreement will not devote their full such efforts and service to the Funds. It is also agreed that Sub-Adviser may use any supplemental research obtained for the benefit of the Funds in providing investment advice to its other investment advisory accounts or for managing its own accounts. Sub-Adviser agrees to comply with the position limits imposed on certain Commodity Interest contracts by the CFTC or applicable contract market. If, at any time during the term of this Agreement, Sub-Adviser is required to aggregate the Funds’ O-9 Commodity Interest positions with the positions of any other person for purposes of applying the CFTC or exchange imposed speculative position limits, Sub-Adviser will promptly notify Manager if the Funds’ positions are included in an aggregate amount which exceeds the applicable speculative position limit Sub-Adviser represents that, if speculative position limits are reached in any Commodity Interest contract, it will modify the trading instructions to the Funds’ accounts and its other accounts in a reasonable and good faith effort to achieve an equitable treatment of all accounts. Sub-Adviser currently believes and represents that such speculative limits will not materially affect its investment recommendations or strategy for the Funds given Sub-Adviser’s current accounts and all proposed accounts for which Sub-Adviser has a contract to act as a commodity trading advisor and/or investment adviser or sub-investment adviser. 6. Limitation of Liability. Sub-Adviser shall not be liable for, and Manager will not take any action against Sub-Adviser to hold Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered by a Fund (including, without limitation, by reason of the purchase, sale or retention of any asset) in connection with the performance of Sub-Adviser’s duties under this Agreement, except for a loss resulting from Sub-Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. 7. Indemnity.
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Notwithstanding anything in this Agreement to the contrary, all securities laws impose liabilities under certain circumstances on persons who act in good faith, and, therefore, nothing in this Agreement shall constitute a waiver or limitation of liability under such laws to the extent (but only to the extent) such liability may not be waived, modified or limited. 8. Term; Termination; Amendment. As to each Fund, this Agreement shall become effective and shall run for an initial period as specified for each Fund in Schedule A hereto. This Agreement shall continue in force from year to year thereafter with respect to each Fund, but only as long as such continuance is specifically approved for each Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for each Fund, Sub-Adviser may continue to serve in such capacity for each Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by either party on sixty (60) days’ written notice to O-12 This Agreement may be terminated with respect to The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder. Termination of this Agreement shall not affect the right of Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 4 earned prior to such termination. This Agreement shall automatically terminate in the event the Management Agreement between Manager and the Trust is terminated, assigned or not renewed. 9.
or such address as such party may designate for the receipt of such notice.
11. Applicable Law, Entire Agreement, Amendments, Arbitration. This Agreement shall be construed in accordance with applicable federal law and the laws of the State of Illinois. This Agreement is the entire agreement of the parties in respect of the subject matter and may be amended only by a writing signed by the parties. All disputes not resolved by negotiation shall be exclusively resolved by confidential binding arbitration in New York in accordance with the then rules of the American Arbitration Association by a panel of three arbitrators, one selected by each party and the third by the two so selected. The arbitrators shall have no authority to amend this Agreement. Any award by the arbitrators may be entered as a judgment by any court having jurisdiction. O-13 12. Sub-Adviser’s Rule 4.7 Advisory and Company’s Consent. The Sub-Adviser will manage the account of the Fund or the Exempted Company as an exempt account under CFTC Rule 4.7 and provides the following advisory in connection therewith: PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.Each Fund consents to its account and the account of the Exempted Company being managed by Sub-Adviser being an exempt account under CFTC Rule 4.7. IN WITNESS WHEREOF, Manager, Sub-Adviser and
O-14 INVESTMENT SUB-ADVISORY AGREEMENT Schedule A
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![[NUVEEN INVESTMENTS LOGO]](https://capedge.com/proxy/DEF 14A/0000950137-08-007272/c26079dc2607901.gif) Nuveen Investments 333 West Wacker Drive Chicago, IL 60606-1286 (800) 257-8787
A Special Meeting of WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS. In their discretion, the meeting or any adjournment thereof. Properly executed proxies will be voted as specified. If no other specification is made, such shares will be voted “FOR” each proposal. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: ¢
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on August 5, 2014. The Proxy Statement for this meeting is available at: http://www.nuveenproxy.com/ProxyInfo/MF/Default.aspx IMPORTANT: PLEASE SIGN AND DATE BEFORE MAILING. NUV_25747_061214-BK3
A Special Meeting of Shareholders will be held Tuesday, August 5, 2014 at 2:00 p.m. Central time, in the offices of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, 60606. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Gifford R. Zimmerman, Kevin J. McCarthy and Kathleen Prudhomme, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Special Meeting of Shareholders to be held on Tuesday, August 5, 2014, or any adjournment(s), postponement(s) or delay(s) thereof. WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE AT 1-800-337-3503 OR OVER THE INTERNET (www.proxy-direct.com).
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS. In their discretion, the proxy holders are authorized to vote upon such other matters as may properly come before the meeting or any adjournment thereof. Properly executed proxies will be voted as specified. If no other specification is made, such shares will be voted “FOR” each proposal. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: ¢
Not Applicable
Not Applicable
Not Applicable
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on August 5, 2014. The Proxy Statement for this meeting is available at: http://www.nuveenproxy.com/ProxyInfo/MF/Default.aspx IMPORTANT: PLEASE SIGN AND DATE BEFORE MAILING. NUV_25747_061214-BK3
A Special Meeting of Shareholders will be held Tuesday, August 5, 2014 at 2:00 p.m. Central time, in the offices of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, 60606. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Gifford R. Zimmerman, Kevin J. McCarthy and Kathleen Prudhomme, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Special Meeting of Shareholders to be held on Tuesday, August 5, 2014, or any adjournment(s), postponement(s) or delay(s) thereof. WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE AT 1-800-337-3503 OR OVER THE INTERNET (www.proxy-direct.com).
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS. In their discretion, the proxy holders are authorized to vote upon such other matters as may properly come before the meeting or any adjournment thereof. Properly executed proxies will be voted as specified. If no other specification is made, such shares will be voted “FOR” each proposal. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: ¢
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Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on August 5, 2014. The Proxy Statement for this meeting is available at: http://www.nuveenproxy.com/ProxyInfo/MF/Default.aspx IMPORTANT: PLEASE SIGN AND DATE BEFORE MAILING. NUV_25747_061214-BK3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
