Nuveen Diversified Commodity Fund (CFD) Inactive
Filed: 4 Sep 09, 12:00am
| K&L Gates LLP | ||
| 1601 K Street, NW | ||
| Washington, DC 20006 | ||
Stacy H. Winick 202.778.9252 stacy.winick@klgates.com | ||
BY EDGAR
September 4, 2009
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Nuveen Commodities Income and Growth Fund
Nuveen Commodities Income and Growth, Master Fund LLC
333-130360 and 333 130360-01
Ladies and Gentlemen:
On behalf of Nuveen Commodities Income and Growth Fund (the “Fund”) and Nuveen Commodities Income and Growth Master Fund LLC, as co-registrant (the “Master Fund”), we are transmitting for electronic filing the Pre-Effective Amendment No. 3 to the Registration Statement on Form S-1 under the Securities Act of 1933, as amended, and each exhibit being filed therein. Since the date of your last comment letter, the registrant has determined to change its name from Nuveen Commodities Income and Growth Fund to Nuveen Diversified Commodity Fund. The registrant has also determined to eliminate the master-feeder fund structure and the Master Fund. As a result references to the former co-registrant have been eliminated in Pre-Effective Amendment No. 3 being filed today, and the Fund is identified in the prospectus included in the Pre-Effective Amendment No. 3 as the Nuveen Diversified Commodity Fund.
A copy of the Registration Statement also has been filed with the National Futures Association pursuant to Regulation 4.36(d) promulgated by the Commodity Futures Trading Commission under the Commodity Exchange Act, as amended, related to commodity pools and commodity trading advisors.
Before the Fund’s Registration Statement becomes effective under the Securities Act of 1933, as amended, the Fund will file an amendment containing all exhibits.
If we may cooperate with you in any way in the processing of this filing, please telephone the undersigned at (202) 778-9252 or Craig Walker at (312) 807-4321 with any questions or comments concerning these materials.
| Very truly yours, |
/s/ Stacy H. Winick |
| Stacy H. Winick |
Enclosures
| Copies to | K. McCarthy (w/encl.) National Futures Association, Compliance Department |