UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
| Investment Company Act file number | 811-21903 |
Nuveen Global Equity Income Fund
(Exact name of registrant as specified in charter)
Nuveen Investments
333 West Wacker Drive, Chicago, IL 60606
(Address of principal executive offices) (Zip code)
Kevin J. McCarthy
Nuveen Investments
333 West Wacker Drive, Chicago, IL 60606
(Name and address of agent for service)
Registrant’s telephone number, including area code: (312) 917-7700
Date of fiscal year end: December 31
Date of reporting period: June 30, 2015
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policy making roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss.3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
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| Closed-End Funds |
| Nuveen Investments | ||
| Closed-End Funds |
| Semi-Annual Report June 30, 2015
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| JGV | ||||||
| Nuveen Global Equity Income Fund | ||||||
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| Nuveen Investments | 3 |
to Shareholders
Dear Shareholders,
For better or for worse, the financial markets have spent the past year waiting for the U.S. Federal Reserve (Fed) to end its ultra-loose monetary policy. The policy has propped up stock and bond markets since the Great Recession, but the question remains: how will markets behave without its influence? This uncertainty has been a considerable source of volatility for stock and bond prices lately, despite the Fed carefully conveying its intention to raise rates slowly and only when the economy shows evidence of readiness.
A large consensus expects at least one rate hike before the end of 2015. After all, the U.S. has reached “full employment” by the Fed’s standards and growth has resumed – albeit unevenly. But the picture is somewhat muddled. Inflation has remained stubbornly low, most recently weighed down by an unexpectedly sharp decline in commodity prices since mid-2014. With the Fed poised to tighten and foreign central banks easing, the U.S. dollar has surged against other currencies, which has weighed on corporate earnings and further contributed to commodity price weakness. U.S. consumers have benefited from an improved labor market and lower prices at the gas pump, but the overall pace of economic expansion has been lackluster.
Nevertheless, the global recovery continues to be led by the U.S. Policy makers around the world are deploying their available tools to try to bolster Europe and Japan’s fragile growth, and manage China’s slowdown. Contagion fears ebb and flow with the headlines about Greece and China. Greece reluctantly agreed to a third bailout package from the European Union in July and China’s central bank and government intervened aggressively to try to stem the sell-off in stock prices. But persistent structural problems in these economies will continue to garner market attention.
Wall Street is fond of saying “markets don’t like uncertainty,” and asset prices are likely to continue to churn in the current macro environment. In times like these, you can look to a professional investment manager with the experience and discipline to maintain the proper perspective on short-term events. And if the daily headlines do concern you, I encourage you to reach out to your financial advisor. Your financial advisor can help you evaluate your investment strategies in light of current events, your time horizon and risk tolerance. On behalf of the other members of the Nuveen Fund Board, we look forward to continuing to earn your trust in the months and years ahead.
Sincerely,
William J. Schneider
Chairman of the Board
August 24, 2015
| 4 | Nuveen Investments |
Comments
Nuveen Global Equity Income Fund (JGV)
The Fund’s investment portfolio is managed by Tradewinds Global Investors, LLC, (Tradewinds), an affiliate of Nuveen Investments, Inc. Rod Parsley is portfolio manager for the Fund.
Here Rod reviews his management strategy and the performance of the Fund for the six-month reporting period ended June 30, 2015.
What key strategies were used to manage the Fund during this six-month reporting period ended June 30, 2015?
The Fund seeks total return by investing primarily in a diversified global portfolio of value equity securities and by opportunistically writing covered-call options. The basic investment philosophy continues to be investing in securities selling below intrinsic value. All else being equal, the Fund favors stocks which pay dividends over those that do not.
The Fund’s portfolio manager and the Tradewinds research team are finding value across many sectors globally. We continue to find value in individual companies that differ from index holdings. We believe that high conviction warrants concentration and thus the portfolio has become more concentrated than it was in the past. At the end of the reporting period, the portfolio consists of approximately 46 names, with the top ten names accounting for roughly one third of the portfolio. We believe there remains significant embedded value across the portfolio as most names have significant upside to our estimate of their intrinsic value.
Covered-call options are primarily used to enhance yield. The Fund’s exposure in covered-call options varied during the reporting period, with roughly 5.5% of the portfolio’s equity holdings being covered by call options during the earlier part of the period. We continue to opportunistically sell covered calls on a security-by-security basis. The Fund has trimmed the remaining fixed income exposure with the exception of one bond totaling 1 basis point of the Fund’s market value at the end of the reporting period, which we plan to sell in the near future. We believe that right now and for the foreseeable future the risk/reward is much more attractive for equities relative to fixed income securities. The compelling valuations in the equity market combined with the ability of certain companies to defend in a potentially rising rate environment could make equity exposure more optimal than fixed income.
How did the Fund perform during this six-month reporting period ended June 30, 2015?
The table in the Performance Overview and Holding Summaries section of this report provides total returns for the six-month, one-year, five-year and since inception periods ended June 30, 2015. The Fund’s total returns at net asset value (NAV) are compared with the performance of a corresponding market index. For the six-month reporting period, JGV underperformed both its comparative Blended Benchmark and the MSCI All Country World Index. Compared to its
Certain statements in this report are forward-looking statements. Discussions of specific investments are for illustration only and are not intended as recommendations of individual investments. The forward-looking statements and other views expressed herein are those of the portfolio manager as of the date of this report. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements and the views expressed herein are subject to change at any time, due to numerous market and other factors. The Fund disclaims any obligation to update publicly or revise any forward-looking statements or views expressed herein.
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s (S&P), Moody’s Investors Service, Inc. (Moody’s) or Fitch, Inc. (Fitch). Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by these national rating agencies.
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.
| Nuveen Investments | 5 |
Portfolio Manager’s Comments (continued)
historical levels, JGV has maintained lower fixed income exposure for the last several quarters, with a current preference for dividend income, the minor fixed income weighting is now structurally incorporated into the Fund’s approach going forward, leading to a shift from a Blended Benchmark (80% MSCI ACWI, 15% Barclays U.S. Aggregate Bond Index, 5% Barclays High Yield Index) to a formal comparison against only the MSCI All Country World Index as of January 1, 2014.
For the six-month reporting period ended June 30, 2015, the total return on NAV of the Fund generated positive returns but underperformed its comparative benchmark.
The Fund’s relative underperformance was due to stock selection in the utilities, information technology and consumer discretionary sectors, along with its exposure to the energy sector. Concern regarding the energy sector remains rampant among investors. With valuations near cyclical lows, we are finding selective opportunities. Energy companies are certainly operating in a difficult environment since pricing remains far below that of a year ago, but we are positioning the portfolio in companies that we believe will be able to successfully navigate this environment. We are particularly interested in companies that can withstand short-term pressures because of strong balance sheets and good management teams.
Stock selection in the financials, materials and health care sectors helped mitigate the Fund’s relative underperformance. Despite strong performance in financials during this reporting period, we believe the Fund’s financial holdings have further potential upside to be realized. As these companies resolve legacy challenges and focus on their highest margin businesses, we believe they can further expand their earnings. We’re pleased to maintain what we believe is a carefully diversified exposure to the sector, with holdings in insurance, banking and property development companies.
The Fund’s leading detractor from performance was Micron Technology, Inc., which manufactures and distributes semiconductor solutions. Prices have remained soft as consumers have delayed purchases of PCs in anticipation of the imminent release of Windows 10 and mobile Dynamic Random Access Memory (DRAM) prices have also been weak. Nonetheless, we believe Micron is well-positioned to benefit from improvement in the pricing cycle over the long-term.
The worst performing sector on a relative basis was utilities, led by Sound Global Ltd., one of the larger, vertically integrated water and waste water treatment companies in China. Sound Global’s shares were suspended from trading on February 4, 2015 amid accusations by a short seller. On July 6, 2015 (subsequent to the close of this reporting period), the Hong Kong Stock Exchange outlined conditions which have to be met before trading resumes. We continue to monitor the situation closely.
The best performing holding during the reporting period was Swiss-based wealth manager and investment banker UBS Group AG. When the Swiss central bank unexpectedly announced that it would no longer peg the Swiss Franc to the Euro in January 2015, UBS’ stock price, like many Swiss companies, initially declined. Since then the stock price has recovered and the company reported substantial gains for first quarter 2015 across all its businesses segments. Further, the company settled most of its remaining litigation issues during the reporting period and continued to consolidate its business efforts. We believe the company is now well-positioned to expand its earnings yet again.
Impax Laboratories, Inc., a specialty pharmaceutical company that engages in the development, manufacture and marketing of bioequivalent pharmaceutical products, was also a top contributor. In January, the company announced that the U.S. Food and Drug Administration (FDA) had approved the drug, RYTARY, for the treatment of Parkinson’s disease. The drug has the potential to drive significant earnings expansion for the company. In February 2015, the company also reported its fourth quarter 2014 results, which were slightly ahead of consensus and included a strong contribution from its generics division.
As mentioned previously, the Fund continued to write call options on individual stocks held in its portfolio as part of its overall management strategy. The covered call writing strategy had a slightly positive contribution to the Fund’s performance during the period.
| 6 | Nuveen Investments |
Information
DISTRIBUTION INFORMATION
The following information regarding the Fund’s distributions is current as of May 31, 2015, the date of the distribution data included within the Fund’s most recent distribution notice at the time this report was prepared. The Fund’s distribution levels may vary over time based on the Fund’s investment activities and portfolio investment value changes.
The Fund has adopted a managed distribution program. The goal of the Fund’s managed distribution program is to provide shareholders relatively consistent and predictable cash flow by systematically converting its expected long-term return potential into regular distributions. As a result, regular distributions throughout the year will likely include a portion of expected long-term and/or short-term gains (both realized and unrealized), along with net investment income.
Important points to understand about Nuveen fund managed distributions are:
| • | The Fund seeks to establish a relatively stable common share distribution rate that roughly corresponds to the projected total return from its investment strategy over an extended period of time. However, you should not draw any conclusions about the Fund’s past or future investment performance from its current distribution rate. |
| • | Actual common share returns will differ from projected long-term returns (and therefore the Fund’s distribution rate), at least over shorter time periods. Over a specific timeframe, the difference between actual returns and total distributions will be reflected in an increasing (returns exceed distributions) or a decreasing (distributions exceed returns) Fund net asset value. |
| • | Each period’s distributions are expected to be paid from some or all of the following sources: |
| • | net investment income consisting of regular interest and dividends, |
| • | net realized gains from portfolio investments, and |
| • | unrealized gains, or, in certain cases, a return of principal (non-taxable distributions). |
| • | A non-taxable distribution is a payment of a portion of the Fund’s capital. When the Fund’s returns exceed distributions, it may represent portfolio gains generated, but not realized as a taxable capital gain. In periods when the Fund’s returns fall short of distributions, it will represent a portion of your original principal unless the shortfall is offset during other time periods over the life of your investment (previous or subsequent) when the Fund’s total return exceeds distributions. |
| • | Because distribution source estimates are updated throughout the current fiscal year based on the Fund’s performance, these estimates may differ from both the tax information reported to you in the Fund’s 1099 statement, as well as the ultimate economic sources of distributions over the life of your investment. |
The following table provides information regarding the Fund’s distributions and total return performance over various time periods. This information is intended to help you better understand whether the Fund’s returns for the specified time periods were sufficient to meet its distributions.
| Nuveen Investments | 7 |
Share Information (continued)
Data as of 5/31/2015
| Per Share Distribution | Monthly NII1 | YTD Net Realized Gain/Loss2 | Inception Unrealized Gain/Loss2 | Current Distribution Rate on NAV3 | Annualized Total Return on NAV | YTD Distribution Rate on NAV4 | ||||||||||||||||||||||||||||||||||
| Inception Date | Quarterly | Monthly Equivalent | 1-Year | 5-Year | YTD | |||||||||||||||||||||||||||||||||||
7/2006 | $ | 0.2520 | $ | 0.0840 | $ | 0.0157 | $ | 0.3000 | $ | 0.2578 | 6.67 | % | 0.31 | % | 3.46 | % | 5.40 | % | 3.33 | % | ||||||||||||||||||||
| 1 | NII is net investment income, which is expressed as a monthly amount using a six-month average. |
| 2 | These are approximations. Actual amounts may be more or less than amounts listed above. |
| 3 | Current distribution, annualized, expressed over the most recent month-end NAV. |
| 4 | Sum of year-to-date distributions expressed over the most recent month-end NAV. |
The following table provides estimates of the Fund’s distribution sources, reflecting year-to-date cumulative experience through the latest month-end. These estimates are for informational purposes only. The Fund attributes these estimates equally to each regular distribution throughout the year. Consequently, the estimated information shown below is for the current distribution, and also represents an updated estimate for all prior months in the year.
The amounts and sources of distributions reported in this notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and character of the distributions for tax reporting purposes will be reported to shareholders on Form 1099-DIV which will be sent to shareholders shortly after calendar year-end. More details about the Fund’s distributions and the basis for these estimates are available on www.nuveen.com/cef.
Data as of 5/31/2015
| Current Quarter | Calendar YTD | |||||||||||||||||||||||||||
| Estimated Source of Distribution | Estimated Per Share Amounts | |||||||||||||||||||||||||||
| Per Share Distribution | NII1 | Realized Gains | Return of Capital2 | Distributions3 | NII1 | Realized Gains | Return of Capital2 | |||||||||||||||||||||
$0.2520 | 21.6 | % | 59.5 | % | 18.9 | % | $ | 0.5040 | $ | 0.1087 | $ | 0.3000 | $ | 0.0953 | ||||||||||||||
| 1 | NII is net investment income and is a projection through the end of the current calendar quarter based on most recent month-end data. |
| 2 | Return of Capital may represent unrealized gains, return of shareholder’s principal, or both. In certain circumstances, all or a portion of the return of capital my be characterized as ordinary income under federal tax law. The actual tax characterization will be provided to shareholders on Form 1099-DIV shortly after calendar year-end. |
| 3 | Includes the most recent quarterly distribution declaration. |
SHARE REPURCHASES
During August 2014, the Fund’s Board of Trustees reauthorized an open-market share repurchase program, allowing the Fund to repurchase an aggregate of up to approximately 10% of its outstanding shares.
As of June 30, 2015, and since the inception of the Fund’s repurchase program, the Fund has cumulatively repurchased and retired shares as shown in the accompanying table.
| JGV | ||||
Shares Cumulatively Repurchased and Retired | 365,500 | |||
Shares Authorized for Repurchase | 1,905,000 | |||
During the current reporting period, the Fund repurchased and retired its shares at a weighted average price per share and a weighted average discount per share as shown in the accompanying table.
| JGV | ||||
Shares Repurchased and Retired | 2,700 | |||
Weighted Average Price per Share Repurchased and Retired | $ | 12.96 | ||
Weighted Average Discount per Share Repurchased and Retired | 13.66 | % | ||
| 8 | Nuveen Investments |
OTHER SHARE INFORMATION
As of June 30, 2015, and during the current reporting period, the Fund’s share price was trading at a premium/(discount) to its NAV as shown in the accompanying table.
| JGV | ||||
NAV | $14.12 | |||
Share Price | $12.49 | |||
Premium/(Discount) to NAV | (11.54 | )% | ||
6-Month Average Premium/(Discount) to NAV | (12.26 | )% | ||
| Nuveen Investments | 9 |
Considerations
Fund shares are not guaranteed or endorsed by any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation.
Investing in closed-end funds involves risk; principal loss is possible. There is no guarantee the Fund’s investment objectives will be achieved. Closed-end fund shares may frequently trade at a discount or premium to their net asset value. Common stock returns often have experienced significant volatility. Foreign investments involve additional risks, including currency fluctuation, political and economic instability, lack of liquidity and differing legal and accounting standards. The risks of foreign investments are magnified in emerging markets. For these and other risks, including call option risk, please see the Fund’s web page at www.nuveen.com/JGV
| 10 | Nuveen Investments |
JGV
Nuveen Global Equity Income Fund
Performance Overview and Holding Summaries as of June 30, 2015
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.
Average Annual Total Returns as of June 30, 2015
| Cumulative | Average Annual | |||||||||||||||
| 6-Month | 1-Year | 5-Year | Since Inception | |||||||||||||
| JGV at NAV | 0.19% | (5.38)% | 2.70% | 4.49% | ||||||||||||
| JGV at Share Price | (0.16)% | (8.22)% | 1.44% | 3.22% | ||||||||||||
| Blended Benchmark | 2.29% | 0.92% | 10.61% | 5.80% | ||||||||||||
| MSCI All Country World Index | 2.66% | 0.71% | 11.93% | 5.44% | ||||||||||||
Average Annual Total Returns as of June 30, 20151
(including retained gain tax credit/refund)
| Cumulative | Average Annual | |||||||||||||||
| 6-Month | 1-Year | 5-Year | Since Inception | |||||||||||||
| JGV at NAV | 0.19% | (5.38)% | 2.70% | 4.58% | ||||||||||||
| JGV at Share Price | (0.16)% | (8.22)% | 1.44% | 3.31% | ||||||||||||
Since inception returns are from 7/24/06. Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Returns at NAV are net of Fund expenses, and assume reinvestment of distributions. Comparative index return information is provided for the Fund’s shares at NAV only. Indexes are not available for direct investment.
Share Price Performance — Weekly Closing Price
| 1 | The Fund elected to retain a portion of its realized long-term capital gains for the tax year ended December 31, 2007, and pay required federal corporate income taxes on these amounts. These standardized total returns include the economic benefit to shareholders of record of this tax credit/refund. The Fund had no retained capital gains for the tax years ended December 31, 2008 through December 31, 2014 or for the tax year ended December 31, 2006. |
| Nuveen Investments | 11 |
This data relates to the securities held in the Fund’s portfolio of investments as of the end of the reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.
Fund Allocation
(% of net assets)
| Common Stocks | 98.1% | |||
| Mortgage-Backed Securities | 0.0% | |||
| Repurchase Agreements | 3.6% | |||
| Other Assets Less Liabilities | (1.7)% | |||
Net Assets | 100% |
Portfolio Composition
(% of total investments)
| Pharmaceuticals | 9.8% | |||
| Oil, Gas & Consumable Fuels | 9.8% | |||
| Diversified Telecommunication Services | 8.0% | |||
| Insurance | 7.6% | |||
| Food & Staples Retailing | 6.3% | |||
| Independent Power & Renewable Electricity Producers | 6.1% | |||
| Electronic Equipment, Instruments & Components | 6.1% | |||
| Semiconductors & Semiconductor Equipment | 6.1% | |||
| Energy Equipment & Services | 5.4% | |||
| Capital Markets | 4.8% | |||
| Life Sciences Tools & Services | 3.4% | |||
| Aerospace & Defense | 3.0% | |||
| Banks | 2.7% | |||
| Other | 17.4% | |||
| Repurchase Agreements | 3.5% | |||
Total | 100% |
Top Five Issuers
(% of total investments)
| UBS Group AG | 4.8% | |||
| Andersons, Inc. | 4.8% | |||
| NRG Energy | 4.0% | |||
| First Solar Inc. | 3.6% | |||
| CenturyLink Inc. | 3.6% |
Country Allocation
(% of total investments)
| United States | 55.8% | |||
| United Kingdom | 6.6% | |||
| Switzerland | 6.2% | |||
Norway | 3.7% | |||
| Belgium | 2.9% | |||
| Netherlands | 2.8% | |||
| France | 2.3% | |||
| Other | 19.7% | |||
Total | 100% |
| 12 | Nuveen Investments |
Meeting Report
The annual meeting of shareholders was held in the offices of Nuveen Investments on March 26, 2015 for JGV; at this meeting the shareholders were asked to elect Board Members.
| JGV | ||||
| Common Shares | ||||
Approval of the Board Members was reached as follows: | ||||
Jack B. Evans | ||||
For | 15,706,683 | |||
Withhold | 1,806,124 | |||
Total | 17,512,807 | |||
William J. Schneider | ||||
For | 15,701,577 | |||
Withhold | 1,811,230 | |||
Total | 17,512,807 | |||
Thomas S. Schreier, Jr. | ||||
For | 15,672,223 | |||
Withhold | 1,840,584 | |||
Total | 17,512,807 | |||
| Nuveen Investments | 13 |
JGV
Nuveen Global Equity Income Fund | ||
| June 30, 2015 (Unaudited) | ||
| Shares | Description (1) | Value | ||||||||||
LONG-TERM INVESTMENTS – 98.1% | ||||||||||||
COMMON STOCKS – 98.1% | ||||||||||||
| Aerospace & Defense – 3.1% | ||||||||||||
| 124,824 | Triumph Group Inc. | $ | 8,237,136 | |||||||||
| Automobiles – 2.7% | ||||||||||||
| 213,600 | General Motors Company | 7,119,288 | ||||||||||
| Banks – 2.8% | ||||||||||||
| 1,355,000 | Royal Bank of Scotland Group PLC, (2) | 7,483,588 | ||||||||||
| Capital Markets – 4.9% | ||||||||||||
| 619,000 | UBS Group AG | 13,122,800 | ||||||||||
| Commercial Services & Supplies – 2.3% | ||||||||||||
| 1,577,233 | Cape PLC | 6,257,524 | ||||||||||
| Diversified Telecommunication Services – 8.1% | ||||||||||||
| 332,000 | CenturyLink Inc. | 9,754,160 | ||||||||||
| 253,000 | KT Corporation, Sponsored ADR | 3,205,510 | ||||||||||
| 249,687 | Telefonica S.A, (2) | 3,549,134 | ||||||||||
| 242,000 | Telenor ASA | 5,302,706 | ||||||||||
Total Diversified Telecommunication Services | 21,811,510 | |||||||||||
| Electric Utilities – 1.0% | ||||||||||||
| 86,000 | Exelon Corporation | 2,702,120 | ||||||||||
| Electronic Equipment, Instruments & Components – 6.2% | ||||||||||||
| 620,000 | Flextronics International Limited, (2) | 7,012,200 | ||||||||||
| 387,000 | Ingram Micro, Inc., Class A, (2) | 9,686,610 | ||||||||||
Total Electronic Equipment, Instruments & Components | 16,698,810 | |||||||||||
| Energy Equipment & Services – 5.5% | ||||||||||||
| 874,690 | Aker Solutions ASA | 4,908,693 | ||||||||||
| 82,000 | Baker Hughes Incorporated | 5,059,400 | ||||||||||
| 285,000 | Eurasian Drilling Company Limited, GDR, (3) | 4,693,950 | ||||||||||
Total Energy Equipment & Services | 14,662,043 | |||||||||||
| Food & Staples Retailing – 6.4% | ||||||||||||
| 333,000 | Andersons, Inc. | 12,987,000 | ||||||||||
| 1,300,000 | Tesco PLC | 4,341,599 | ||||||||||
Total Food & Staples Retailing | 17,328,599 | |||||||||||
| Food Products – 2.5% | ||||||||||||
| 543,000 | Adecoagro SA, (2) | 5,006,460 | ||||||||||
| 170,000 | MHP SA, 144A, GDR, (3) | 1,717,000 | ||||||||||
Total Food Products | 6,723,460 | |||||||||||
| Independent Power & Renewable Electricity Producers – 6.2% | ||||||||||||
| 450,000 | AES Corporation | 5,967,000 | ||||||||||
| 472,000 | NRG Energy Inc. | 10,799,360 | ||||||||||
Total Independent Power & Renewable Electricity Producers | 16,766,360 | |||||||||||
| Insurance – 7.7% | ||||||||||||
| 208,000 | Ageas | 8,012,914 | ||||||||||
| 65,500 | Axis Capital Holdings Limited | 3,495,735 | ||||||||||
| 14 | Nuveen Investments |
| Shares | Description (1) | Value | ||||||||||
| Insurance (continued) | ||||||||||||
| 95,000 | Endurance Specialty Holdings Limited | $ | 6,241,500 | |||||||||
| 98,600 | Mitsui Sumitomo Insurance Company Limited | 3,071,960 | ||||||||||
Total Insurance | 20,822,109 | |||||||||||
| Leisure Products – 1.6% | ||||||||||||
| 133,000 | Arctic Cat, Inc. | 4,416,930 | ||||||||||
| Life Sciences Tools & Services – 3.5% | ||||||||||||
| 241,000 | Agilent Technologies, Inc. | 9,297,780 | ||||||||||
| Media – 1.2% | ||||||||||||
| 166,000 | Interpublic Group of Companies, Inc. | 3,198,820 | ||||||||||
| Oil, Gas & Consumable Fuels – 9.9% | ||||||||||||
| 86,825 | Apache Corporation | 5,003,725 | ||||||||||
| 1,760,000 | Bankers Petroleum Limited, (2) | 4,368,295 | ||||||||||
| 3,134,000 | CNOOC Limited | 4,455,455 | ||||||||||
| 265,000 | Royal Dutch Shell PLC, Class B | 7,524,009 | ||||||||||
| 193,000 | YPF Sociedad Anonima, Sponsored ADR, Class D | 5,293,990 | ||||||||||
Total Oil, Gas & Consumable Fuels | 26,645,474 | |||||||||||
| Pharmaceuticals – 10.0% | ||||||||||||
| 313,093 | H. Lundbeck A/S | 6,035,505 | ||||||||||
| 104,000 | Impax Laboratories, Inc., (2) | 4,775,680 | ||||||||||
| 82,000 | Pfizer Inc. | 2,749,460 | ||||||||||
| 13,200 | Roche Holdings AG | 3,699,021 | ||||||||||
| 127,000 | Sanofi-Aventis, Sponsored ADR | 6,290,310 | ||||||||||
| 56,000 | Teva Pharmaceutical Industries Limited, Sponsored ADR | 3,309,600 | ||||||||||
Total Pharmaceuticals | 26,859,576 | |||||||||||
| Real Estate Investment Trust – 1.0% | ||||||||||||
| 305,000 | Lexington Corporate Properties Trust | 2,586,400 | ||||||||||
| Real Estate Management & Development – 1.2% | ||||||||||||
| 460,000 | City Developments Limited | 3,340,238 | ||||||||||
| Semiconductors & Semiconductor Equipment – 6.2% | ||||||||||||
| 212,000 | First Solar Inc., (2) | 9,959,760 | ||||||||||
| 352,000 | Micron Technology, Inc., (2) | 6,631,680 | ||||||||||
Total Semiconductors & Semiconductor Equipment | 16,591,440 | |||||||||||
| Software – 2.0% | ||||||||||||
| 201,000 | Infoblox, Incorporated, (2) | 5,268,210 | ||||||||||
| Textiles, Apparel & Luxury Goods – 0.0% | ||||||||||||
| 2,506,000 | China Hongxing Sports Limited, (4) | 2 | ||||||||||
| Water Utilities – 2.1% | ||||||||||||
| 762,000 | Companhia de Saneamento Basico do Estado de Sao Paulo, Sponsored ADR, (2) | 3,947,159 | ||||||||||
| 3,975,000 | Sound Global Ltd., (2), (4) | 1,794,802 | ||||||||||
Total Water Utilities | 5,741,961 | |||||||||||
Total Common Stocks (cost $273,421,503) | 263,682,178 | |||||||||||
| Nuveen Investments | 15 |
| JGV | Nuveen Global Equity Income Fund | |||
| Portfolio of Investments (continued) | June 30,2015 (Unaudited) | |||
| Principal Amount (000) | Description (1) | Coupon | Maturity | Ratings (5) | Value | |||||||||||||||
MORTGAGE-BACKED SECURITIES – 0.0% | ||||||||||||||||||||
| Residentials – 0.0% | ||||||||||||||||||||
| $ | 39 | Fannie Mae Mortgage Pool 100195 | 2.706% | 8/25/22 | Aaa | $ | 38,773 | |||||||||||||
| $ | 39 | Total Mortgage-Backed Securities (cost $38,506) | 38,773 | |||||||||||||||||
Total Long-Term Investments (cost $273,460,009) | 263,720,951 | |||||||||||||||||||
| Principal Amount (000) | Description (1) | Coupon | Maturity | Value | ||||||||||||||||
SHORT-TERM INVESTMENTS – 3.6% | ||||||||||||||||||||
REPURCHASE AGREEMENTS – 3.6% | ||||||||||||||||||||
| $ | 9,552 | Repurchase Agreement with Fixed Income Clearing Corporation, dated 6/30/15, repurchase price $9,551,790, collateralized by $9,920,000 U.S. Treasury Notes, 1.750%, due 4/30/22, value $9,746,400 | 0.000% | 7/01/15 | $ | 9,551,790 | ||||||||||||||
Total Short-Term Investments (cost $9,551,790) | 9,551,790 | |||||||||||||||||||
Total Investments (cost $283,011,799) – 101.7% | 273,272,741 | |||||||||||||||||||
Other Assets Less Liabilities – (1.7)% | (4,487,911 | ) | ||||||||||||||||||
Net Assets – 100% | $ | 268,784,830 | ||||||||||||||||||
For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.
| (1) | All percentages shown in the Portfolio of Investments are based on net assets. |
| (2) | Non-income producing; issuer has not declared a dividend within the past twelve months. |
| (3) | For fair value measurement disclosure purposes, investment classified as Level 2. See Notes to Financial Statements, Note 2 – Investment Valuation and Fair Value Measurements for more information. |
| (4) | Investment valued at fair value using methods determined in good faith by, or at the discretion of the Board. For fair value disclosure purposes, investment classified as Level 3. See Notes to Financial Statements, Note 2 – Investment Valuation and Fair Value Measurements for more information. |
| (5) | Ratings: Using the highest of Standard & Poor’s Group (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) rating. Ratings below BBB by Standard & Poor’s, Baa by Moody’s or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies. |
| 144A | Investment is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These investments may only be resold in transactions exempt from registration, which are normally those transactions with qualified institutional buyers. |
| ADR | American Depositary Receipt |
| GDR | Global Depositary Receipt |
See accompanying notes to financial statements.
| 16 | Nuveen Investments |
Assets and Liabilities | June 30, 2015 (Unaudited) | |||||
Assets | ||||
Long-term investments, at value (cost $273,460,009) | $ | 263,720,951 | ||
Short-term investments, at value (cost approximates value) | 9,551,790 | |||
Cash collateral at brokers(1) | 151 | |||
Receivable for: | ||||
Dividends | 331,524 | |||
Interest | 86 | |||
Reclaims | 120,744 | |||
Other assets | 33,945 | |||
Total assets | 273,759,191 | |||
Liabilities | ||||
Payable for dividends | 4,624,409 | |||
Accrued expenses: | �� | |||
Management fees | 223,527 | |||
Trustees fees | 30,610 | |||
Other | 95,815 | |||
Total liabilities | 4,974,361 | |||
Net assets | $ | 268,784,830 | ||
Shares outstanding | 19,036,709 | |||
Net asset value (“NAV”) per share outstanding | $ | 14.12 | ||
Net assets consist of: | ||||
Shares, $0.01 par value per share | $ | 190,367 | ||
Paid-in surplus | 319,944,279 | |||
Undistributed (Over-distribution of) net investment income | (9,376,406 | ) | ||
Accumulated net realized gain (loss) | (32,220,901 | ) | ||
Net unrealized appreciation (depreciation) | (9,752,509 | ) | ||
Net assets | $ | 268,784,830 | ||
Authorized shares | Unlimited |
| (1) | Cash pledged to collateralize the net payment obligations for investments in derivatives held during the current fiscal period. |
See accompanying notes to financial statements.
| Nuveen Investments | 17 |
Operations | Six Months Ended June 30, 2015 (Unaudited) | |||||
Investment Income (net of foreign tax withheld of $220,734) | $ | 2,955,252 | ||
Expenses | ||||
Management fees | 1,349,619 | |||
Custodian fees | 65,879 | |||
Trustees fees | 5,419 | |||
Professional fees | 39,621 | |||
Shareholder reporting expenses | 24,310 | |||
Shareholder servicing agent fees | 173 | |||
Stock exchange listing fees | 3,941 | |||
Investor relations expenses | 18,786 | |||
Other | 8,166 | |||
Total expenses | 1,515,914 | |||
Net investment income (loss) | 1,439,338 | |||
Realized and Unrealized Gain (Loss) | ||||
Net realized gain (loss) from: | ||||
Investments and foreign currency | 5,340,062 | |||
Options written | 967,782 | |||
Change in net unrealized appreciation (depreciation) of: | ||||
Investments and foreign currency | (7,305,183 | ) | ||
Options written | 236,542 | |||
Net realized and unrealized gain (loss) | (760,797 | ) | ||
Net increase (decrease) in net assets from operations | $ | 678,541 |
See accompanying notes to financial statements.
| 18 | Nuveen Investments |
Changes in Net Assets | (Unaudited) | |||||
| Six Months Ended 6/30/15 | Year Ended 12/31/14 | |||||||
Operations | ||||||||
Net investment income (loss) | $ | 1,439,338 | $ | 4,476,057 | ||||
Net realized gain (loss) from: | ||||||||
Investments and foreign currency | 5,340,062 | 13,631,268 | ||||||
Options written | 967,782 | 2,511,786 | ||||||
Change in net unrealized appreciation (depreciation) of: | ||||||||
Investments and foreign currency | (7,305,183 | ) | (12,197,148 | ) | ||||
Options written | 236,542 | (491,386 | ) | |||||
Net increase (decrease) in net assets from operations | 678,541 | 7,930,577 | ||||||
Distributions to Shareholders | ||||||||
From and in excess of net investment income | (9,595,182 | ) | — | |||||
From net investment income | — | (4,427,520 | ) | |||||
Return of capital | — | (15,797,869 | ) | |||||
Decrease in net assets from distributions to shareholders | (9,595,182 | ) | (20,225,389 | ) | ||||
Capital Share Transactions | ||||||||
Cost of shares repurchased or retired | (35,047 | ) | (2,302,938 | ) | ||||
Net increase (decrease) in net assets from capital share transactions | (35,047 | ) | (2,302,938 | ) | ||||
Net increase (decrease) in net assets | (8,951,688 | ) | (14,597,750 | ) | ||||
Net assets at the beginning of period | 277,736,518 | 292,334,268 | ||||||
Net assets at the end of period | $ | 268,784,830 | $ | 277,736,518 | ||||
Undistributed (Over-distribution of) net investment income at the end of period | $ | (9,376,406 | ) | $ | (1,220,562 | ) | ||
See accompanying notes to financial statements.
| Nuveen Investments | 19 |
Highlights (Unaudited)
Selected data for a share outstanding throughout each period:
| Investment Operations | Less Distributions | |||||||||||||||||||||||||||||||||||||||||||
| Beginning NAV | Net Investment Income (Loss)(a) | Net Realized/ Unrealized Gain (Loss) | Total | From Net Investment Income | From Accumulated Net Realized Gains | Return of Capital | Total | Discount from Shares Repurchased and Retired | Ending NAV | Ending Share Price | ||||||||||||||||||||||||||||||||||
Year Ended 12/31: |
| |||||||||||||||||||||||||||||||||||||||||||
2015(f) | $ | 14.59 | $ | 0.08 | $ | (0.05 | ) | $ | 0.03 | $ | (0.50 | )*** | $ | — | $ | — | $ | (0.50 | ) | $ | — | * | $ | 14.12 | $ | 12.49 | ||||||||||||||||||
2014 | 15.22 | 0.23 | 0.18 | 0.41 | (0.23 | ) | — | (0.83 | ) | (1.06 | ) | 0.02 | 14.59 | 13.01 | ||||||||||||||||||||||||||||||
2013 | 15.96 | 0.35 | — | * | 0.35 | (0.37 | ) | — | (0.72 | ) | (1.09 | ) | — | * | 15.22 | 13.17 | ||||||||||||||||||||||||||||
2012 | 16.91 | 0.42 | (0.10 | ) | 0.32 | (0.49 | ) | (0.33 | ) | (0.45 | ) | (1.27 | ) | — | * | 15.96 | 14.91 | |||||||||||||||||||||||||||
2011 | 20.30 | 0.46 | (2.48 | ) | (2.02 | ) | (0.83 | ) | (0.46 | ) | (0.08 | ) | (1.37 | ) | — | 16.91 | 16.76 | |||||||||||||||||||||||||||
2010 | 18.35 | 0.36 | 2.79 | 3.15 | (1.20 | ) | — | — | (1.20 | ) | — | * | 20.30 | 20.30 | ||||||||||||||||||||||||||||||
| 20 | Nuveen Investments |
| Ratios/Supplemental Data | ||||||||||||||||||||||
| Total Returns | Ratios to Average Net Assets(c) | |||||||||||||||||||||
| Based on NAV(b) | Based on Share Price(b) | Ending Net Assets (000) | Expenses | Net Investment Income (Loss) | Portfolio Turnover Rate(d) | |||||||||||||||||
| 0.19 | % | (0.16 | )% | $ | 268,785 | 1.08 | %** | 1.03 | %** | 66 | % | |||||||||||
| 2.75 | 6.73 | 277,737 | 1.11 | 1.54 | 128 | |||||||||||||||||
| 2.50 | (4.24 | ) | 292,334 | 1.16 | 2.30 | 143 | ||||||||||||||||
| 2.03 | (3.29 | ) | 306,591 | 1.20 | 2.61 | 51 | ||||||||||||||||
| (10.28 | ) | (11.00 | ) | 324,957 | 1.16 | 2.41 | 92 | |||||||||||||||
| 17.75 | 23.32 | 389,499 | 1.15 | 1.90 | 76 | |||||||||||||||||
| (a) | Per share Net Investment Income (Loss) is calculated using the average daily shares method. |
| (b) | Total Return Based on NAV is the combination of changes in NAV, reinvested dividend income at NAV and reinvested capital gains distributions at NAV, if any. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending NAV. The actual reinvest price for the last dividend declared in the period may often be based on the Fund’s market price (and not its NAV), and therefore may be different from the price used in the calculation. Total returns are not annualized. |
Total Return Based on Share Price is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending market price. The actual reinvestment for the last dividend declared in the period may take place over several days, and in some instances may not be based on the market price, so the actual reinvestment price may be different from the price used in the calculation. Total returns are not annualized.
| (c) | Each ratio includes the effect of dividends expense on securities sold short as follows: |
| Ratios of Dividends Expense on Securities Sold Short to Average Net Assets(e) | ||||
Year Ended 12/31: |
| |||
2015(f) | — | % | ||
2014 | — | |||
2013 | 0.01 | |||
2012 | 0.02 | |||
2011 | 0.03 | |||
2010 | 0.02 | |||
| (d) | Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 5 – Investment Transactions) divided by the average long-term market value during the period. |
| (e) | Effective for periods beginning after December 31, 2013, the Fund no longer makes short sales of securities. |
| (f) | For the six months ended June 30, 2015. |
| * | Rounds to less than $0.01 per share. |
| ** | Annualized. |
| *** | Represents distributions paid “From and in excess of net investment income” for the six months ended June 30, 2015, as described in Note 1 – General Information and Significant Accounting Policies, Dividends and Distributions to Shareholders. |
See accompanying notes to financial statements.
| Nuveen Investments | 21 |
Financial Statements (Unaudited)
1. General Information and Significant Accounting Policies
General Information
Fund Information
Nuveen Global Equity Income Fund, (the “Fund”) is registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company. The Fund’s shares are listed on the New York Stock Exchange (“NYSE”) and trade under the ticker symbol “JGV.” The Fund was organized as a Massachusetts business trust on May 17, 2006.
The end of the reporting period for the Fund is June 30, 2015, and the period covered by these Notes to Financial Statements is the six months ended June 30, 2015 (“the current fiscal period”).
Investment Adviser
The Fund’s investment adviser is Nuveen Fund Advisors, LLC (the “Adviser”), a wholly-owned subsidiary of Nuveen Investments, Inc. (“Nuveen”). The Adviser is responsible for the Fund’s overall investment strategy and asset allocation decisions. The Adviser has entered into a sub-advisory agreement with Tradewinds Global Investors, LLC (the “Sub-Adviser”), an affiliate of Nuveen, under which the Sub-Adviser manages the investment portfolio of the Fund, including its options strategy.
Investment Objectives and Principal Investment Strategies
The Fund’s investment objective is to provide a high level of total return by investing primarily in a diversified global portfolio of value equity securities. The Fund invests at least 80% of its managed assets (as defined in Note 7 – Management Fees and Other Transactions with Affiliates) in equity securities of which at least 40% will be of non-U.S. companies. The Fund may also opportunistically write covered calls on up to 35% of the equity portfolio and may invest up to 10% of its managed assets in debt securities.
Significant Accounting Policies
The Fund is an investment company and follows accounting and reporting guidance under Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) Topic 946 “Financial Services – Investment Companies.” The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
Investment Transactions
Investment transactions are recorded on a trade date basis. Realized gains and losses from investment transactions are determined on the specific identification method, which is the same basis used for federal income tax purposes. Investments purchased on a when-issued/delayed delivery basis may have extended settlement periods. Any investments so purchased are subject to market fluctuation during this period. The Fund has instructed the custodian to earmark securities in the Fund’s portfolio with a current value at least equal to the amount of the when-issued/delayed delivery purchase commitments.
As of the end of the reporting period, the Fund did not have any outstanding when-issued/delayed purchase commitments.
Investment Income
Dividend income is recorded on the ex-dividend date or, for foreign securities, when information is available. Interest income, which reflects the amortization of premiums and includes accretion of discounts for financial reporting purposes, is recorded on an accrual basis. Interest income also reflects paydown gains and losses, if any.
Professional Fees
Professional fees presented on the Statement of Operations consist of legal fees incurred in the normal course of operations, audit fees, tax consulting fees and, in some cases, workout expenditures. Workout expenditures are incurred in an attempt to protect or enhance an investment or to pursue other claims or legal actions on behalf of Fund shareholders. If a refund is received for workout expenditures paid in a prior reporting period, such amounts will be recognized as “Legal fee refund” on the Statement of Operations.
Dividends and Distributions to Shareholders
Distributions to shareholders are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.
| 22 | Nuveen Investments |
The Fund makes quarterly cash distributions to shareholders of a stated dollar amount per share. Subject to approval and oversight by the Fund’s Board of Trustees (the “Board”), the Fund seeks to maintain a stable distribution level designed to deliver the long-term return potential of the Fund’s investment strategy through regular quarterly distributions (a “Managed Distribution Program”). Total distributions during a calendar year generally will be made from the Fund’s net investment income, net realized capital gains and net unrealized capital gains in the Fund’s portfolio, if any. The portion of distributions paid attributed to net unrealized gains, if any, is distributed from the Fund’s assets and is treated by shareholders as a non-taxable distribution (“Return of Capital”) for tax purposes. In the event that total distributions during a calendar year exceed the Fund’s total return on net asset value (“NAV”), the difference will reduce NAV per share. If the Fund’s total return on NAV exceeds total distributions during a calendar year, the excess will be reflected as an increase in NAV per share. The final determination of the source and character of all distributions for the fiscal year is made after the end of the fiscal year and is reflected in the financial statements contained in the annual report as of December 31 each year.
The actual character of distributions made by the Fund during the fiscal year ended December 31, 2014, is reflected in the accompanying financial statements.
The distributions made by the Fund during the current fiscal period, are provisionally classified as being “From and in excess of net investment income,” and those distributions will be classified as being from net investment income, net realized capital gains and/or a return of capital for tax purposes after the fiscal year end. For purposes of calculating “Undistributed (Over-distribution of) net investment income” as of the end of the reporting period, the distribution amounts provisionally classified as “From and in excess of net investment income” were treated as being entirely from net investment income. Consequently, the financial statements as of the end of the reporting period, reflect an over-distribution of net investment income.
Indemnifications
Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts that provide general indemnifications to other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
Netting Agreements
In the ordinary course of business, the Fund may enter into transactions subject to enforceable master repurchase agreements, International Swaps and Derivative Association, Inc. (“ISDA”) master agreements or other similar arrangements (“netting agreements”). Generally, the right to offset in netting agreements allows the Fund to offset any exposure to a specific counterparty with any collateral received or delivered to that counterparty based on the terms of the agreements. Generally, the Fund manages its cash collateral and securities collateral on a counterparty basis.
The Fund’s investments subject to netting agreements as of the end of the reporting period, if any, are further described in Note 3 – Portfolio Securities and Investments in Derivatives.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results may differ from those estimates.
2. Investment Valuation and Fair Value Measurements
The fair valuation input levels as described below are for fair value measurement purposes.
Fair value is defined as the price that would be received upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment. A three-tier hierarchy is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The following is a summary of the three-tiered hierarchy of valuation input levels.
| Level 1 – | Inputs are unadjusted and prices are determined using quoted prices in active markets for identical securities. | |
| Level 2 – | Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). | |
| Level 3 – | Prices are determined using significant unobservable inputs (including management’s assumptions in determining the fair value of investments). |
| Nuveen Investments | 23 |
Notes to Financial Statements (Unaudited) (continued)
Common stocks and other equity-type securities are valued at the last sales price on the securities exchange on which such securities are primarily traded and are generally classified as Level 1. Securities primarily traded on the NASDAQ National Market (“NASDAQ”) are valued at the NASDAQ Official Closing Price and are generally classified as Level 1. However, securities traded on a securities exchange or NASDAQ for which there were no transactions on a given day or securities not listed on a securities exchange or NASDAQ are valued at the quoted bid price and are generally classified as Level 2. Prices of certain American Depository Receipts (“ADR”) held by the Fund that trade in the United States are valued based on the last traded price, official closing price or the most recent bid price of the underlying non-U.S. traded stock, adjusted as appropriate for the underlying to ADR conversion ratio and foreign exchange rate, and from time-to-time may also be adjusted further to take into account material events that may take place after the close of the local non-U.S. market but before the close of the NYSE, which may represent a transfer from a Level 1 to a Level 2 security.
Prices of fixed-income securities are provided by a pricing service approved by the Board. The pricing service establishes a security’s fair value using methods that may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. These securities are generally classified as Level 2. In pricing certain securities, particularly less liquid and lower quality securities, the pricing service may consider information about a security, its issuer or market activity provided by the Adviser. These securities are generally classified as Level 2 or Level 3 depending on the priority of the significant inputs.
Repurchase agreements are valued at contract amount plus accrued interest, which approximates market value. These securities are generally classified as Level 2.
The value of exchange-traded options are based on the mean of the closing bid and ask prices. Exchange-traded options are generally classified as Level 1. Options traded in the over-the-counter market are valued using an evaluated mean price and are generally classified as Level 2.
Investments initially valued in currencies other than the U.S. dollar are converted to the U.S. dollar using exchange rates obtained from pricing services. As a result, the NAV of the Fund’s shares may be affected by changes in the value of currencies in relation to the U.S. dollar. The value of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the NYSE is closed and an investor is not able to purchase, redeem or exchange shares. If significant market events occur between the time of determination of the closing price of a foreign security on an exchange and the time that the Fund’s NAV is determined, or if under the Fund’s procedures, the closing price of a foreign security is not deemed to be reliable, the security would be valued at fair value as determined in accordance with procedures established in good faith by the Board. These securities are generally classified as Level 2 or Level 3 depending on the priority of the significant inputs.
Certain securities may not be able to be priced by the pre-established pricing methods as described above. Such securities may be valued by the Board and/or its appointee at fair value. These securities generally include, but are not limited to, restricted securities (securities which may not be publicly sold without registration under the Securities Act of 1933, as amended) for which a pricing service is unable to provide a market price; securities whose trading has been formally suspended; debt securities that have gone into default and for which there is no current market quotation; a security whose market price is not available from a pre-established pricing source; a security with respect to which an event has occurred that is likely to materially affect the value of the security after the market has closed but before the calculation of the Fund’s NAV (as may be the case in non-U.S. markets on which the security is primarily traded) or make it difficult or impossible to obtain a reliable market quotation; and a security whose price, as provided by the pricing service, is not deemed to reflect the security’s fair value. As a general principle, the fair value of a security would appear to be the amount that the owner might reasonably expect to receive for it in a current sale. A variety of factors may be considered in determining the fair value of such securities, which may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. These securities are generally classified as Level 2 or Level 3 depending on the priority of the significant inputs. Regardless of the method employed to value a particular security, all valuations are subject to review by the Board and/or its appointee.
The inputs or methodologies used for valuing securities are not an indication of the risks associated with investing in those securities. The following is a summary of the Fund’s fair value measurements as of the end of the reporting period:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Long-Term Investments*: | ||||||||||||||||
Common Stocks** | $ | 255,476,424 | $ | 6,410,950 | $ | 1,794,804 | $ | 263,682,178 | ||||||||
Mortgage-Backed Securities | — | 38,773 | — | 38,773 | ||||||||||||
Short-Term Investments: | ||||||||||||||||
Repurchase Agreements | — | 9,551,790 | — | 9,551,790 | ||||||||||||
Total | $ | 255,476,424 | $ | 16,001,513 | $ | 1,794,804 | $ | 273,272,741 | ||||||||
| * | Refer to the Fund’s Portfolio of Investments for industry classifications. |
| ** | Refer to the Fund’s Portfolio of Investments for breakdown of these securities classified as Level 2 and Level 3. |
| 24 | Nuveen Investments |
The table below presents the transfers in and out of the three valuation levels for the Fund as of the end of the reporting period when compared to the valuation levels as of the end of the previous fiscal year. Changes in valuation inputs or methodologies may result in transfers into or out of an assigned level within the fair value hierarchy. Transfers in or out of levels are generally due to the availability of publicly available information and to the significance or extent the Adviser determines that the valuation inputs or methodologies may impact the valuation of those securities.
| Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
| Transfer In | (Transfers Out) | Transfer In | (Transfers Out) | Transfer In | (Transfers Out) | |||||||||||||||||||
Common Stocks | $ | 37,234,918 | $ | — | $ | — | $ | (37,234,918 | ) | $ | — | $ | — | |||||||||||
The Board is responsible for the valuation process and has appointed the oversight of the daily valuation process to the Adviser’s Valuation Committee. The Valuation Committee, pursuant to the valuation policies and procedures adopted by the Board, is responsible for making fair value determinations, evaluating the effectiveness of the Fund’s pricing policies and reporting to the Board. The Valuation Committee is aided in its efforts by the Adviser’s dedicated Securities Valuation Team, which is responsible for administering the daily valuation process and applying fair value methodologies as approved by the Valuation Committee. When determining the reliability of independent pricing services for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of the pricing services and monitors the quality of security prices received through various testing reports conducted by the Securities Valuation Team.
The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making a fair value determination, based on the facts and circumstances specific to the portfolio instrument. Fair value determinations generally will be derived as follows, using public or private market information:
| (i) | If available, fair value determinations shall be derived by extrapolating from recent transactions or quoted prices for identical or comparable securities. |
| (ii) | If such information is not available, an analytical valuation methodology may be used based on other available information including, but not limited to: analyst appraisals, research reports, corporate action information, issuer financial statements and shelf registration statements. Such analytical valuation methodologies may include, but are not limited to: multiple of earnings, discount from market value of a similar freely-traded security, discounted cash flow analysis, book value or a multiple thereof, risk premium/yield analysis, yield to maturity and/or fundamental investment analysis. |
The purchase price of a portfolio instrument will be used to fair value the instrument only if no other valuation methodology is available or deemed appropriate, and it is determined that the purchase price fairly reflects the instrument’s current value.
For each portfolio security that has been fair valued pursuant to the policies adopted by the Board, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such testing and fair valuation occurrences are reported to the Board.
3. Portfolio Securities and Investments in Derivatives
Portfolio Securities
Foreign Currency Transactions
To the extent that the Fund invests in securities and/or contracts that are denominated in a currency other than U.S. dollars, the Fund will be subject to currency risk, which is the risk that an increase in the U.S. dollar relative to the foreign currency will reduce returns or portfolio value. Generally, when the U.S. dollar rises in value against a foreign currency, the Fund’s investments denominated in that currency will lose value because its currency is worth fewer U.S. dollars; the opposite effect occurs if the U.S. dollar falls in relative value. Investments and other assets and liabilities denominated in foreign
currencies are converted into U.S dollars on a spot (i.e. cash) basis at the spot rate prevailing in the foreign currency exchange market at the time of valuation. Purchases and sales of investments and income denominated in foreign currencies are translated into U.S. dollars on the respective dates of such transactions.
| Nuveen Investments | 25 |
Notes to Financial Statements (Unaudited) (continued)
As of the end of the reporting period, the Fund’s investments in non-U.S. securities were as follows:
| Value | % of Total Investments | |||||||
Country: | ||||||||
United Kingdom | $ | 18,082,711 | 6.6 | % | ||||
Switzerland | 16,821,821 | 6.2 | ||||||
Norway | 10,211,399 | 3.7 | ||||||
Belgium | 8,012,914 | 2.9 | ||||||
Netherlands | 7,524,009 | 2.8 | ||||||
France | 6,290,310 | 2.3 | ||||||
Other countries | 53,789,061 | 19.7 | ||||||
Total non-U.S. securities | $ | 120,732,225 | 44.2 | % | ||||
The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, assets and liabilities are translated into U.S. dollars at 4.00 p.m. Eastern Time, Investment transactions, income and expenses are translated on the respective dates of such transactions. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date of the transactions, foreign currency transactions and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually received.
The realized gains and losses resulting from changes in foreign currency exchange rates and changes in foreign exchange rates associated with i) investments, (ii) investments in derivatives and (iii) other assets and liabilities are recognized as a component of “Net realized gain (loss) from investments and foreign currency” on the Statement of Operations, when applicable.
The unrealized gains and losses resulting from changes in foreign currency exchange rates and changes in foreign exchange rates associated with i) investments and (ii) other assets and liabilities are recognized as a component of “Change in net unrealized appreciation (depreciation) of investments and foreign currency” on the Statement of Operations, when applicable. The unrealized gains and losses resulting from changes in foreign exchange rates associated with investments in derivatives are recognized as a component of the respective derivative’s related “Change in net unrealized appreciation (depreciation)” on the Statement of Operations, when applicable.
Repurchase Agreements
In connection with transactions in repurchase agreements, it is the Fund’s policy that its custodian take possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest, at all times. If the counterparty defaults, and the fair value of the collateral declines, realization of the collateral may be delayed or limited.
The following table presents the repurchase agreements for the Fund that are subject to netting agreements as of the end of the reporting period, and the collateral delivered related to those repurchase agreements.
| Counterparty | Short-Term Investments, at Value | Collateral Pledged (From) Counterparty* | Net Exposure | |||||||||
Fixed Income Clearing Corporation | $ | 9,551,790 | $ | (9,551,790 | ) | $ | — | |||||
| * | As of the end of the reporting period, the value of the collateral pledged from the counterparty exceeded the value of the repurchase agreements. Refer to the Fund’s Portfolio of Investments for details on the repurchase agreements. |
Zero Coupon Securities
A zero coupon security does not pay a regular interest coupon to its holders during the life of the security. Income to the holder of the security comes from accretion of the difference between the original purchase price of the security at issuance and the par value of the security at maturity and is effectively paid at maturity. The market prices of zero coupon securities generally are more volatile than the market prices of securities that pay interest periodically.
Investments in Derivatives
The Fund is authorized to invest in certain derivative instruments, such as futures, options and swap contracts. The Fund limits its investments in futures, options on futures and swap contracts to the extent necessary for the Adviser to claim the exclusion from registration by the Commodity Futures Trading Commission as a commodity pool operator with respect to the Fund. The Fund records derivative instruments at fair value, with changes in fair value recognized on the Statement of Operations, when applicable. Even though the Fund’s investments in derivatives may represent economic hedges, they are not considered to be hedge transactions for financial reporting purposes.
| 26 | Nuveen Investments |
Options Transactions
When the Fund writes an option, an amount equal to the net premium received (the premium less commission) is recognized as a component of “Options written, at value” on the Statement of Assets and Liabilities and is subsequently adjusted to reflect the current value of the written option until the option is exercised or expires or the Fund enters into a closing purchase transaction. The changes in the value of options written during the fiscal period are recognized as a component of “Change in net unrealized appreciation (depreciation) of options written” on the Statement of Operations. When an option is exercised or expires or the Fund enters into a closing purchase transaction, the difference between the net premium received and any amount paid at expiration or on executing a closing purchase transaction, including commission, is recognized as a component of “Net realized gain (loss) from options written” on the Statement of Operations. The Fund, as a writer of an option, has no control over whether the underlying instrument may be sold (called) and as a result bears the risk of an unfavorable change in the market value of the instrument underlying the written option. There is also the risk the Fund may not be able to enter into a closing transaction because of an illiquid market.
During the current fiscal period, the Fund continued to write call options on individual stocks held in its portfolio as part of its overall management strategy.
The average notional amount of outstanding options written during the current fiscal period, were as follows:
Average notional amount of outstanding options written* | $(1,162,667) |
| * | The average notional amount is calculated based on the outstanding notional at the beginning of the fiscal year and at the end of each fiscal quarter within the current fiscal year. |
The following table presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) recognized on options written on the Statement of Operations during the current fiscal period, and the primary underlying risk exposure.
| Underlying Risk Exposure | Derivative Instrument | Net Realized Gain (Loss) from Options Written | Change in Net Unrealized Appreciation (Depreciation) of Options Written | |||||||
Equity price | Options | $967,782 | $236,542 | |||||||
Market and Counterparty Credit Risk
In the normal course of business the Fund may invest in financial instruments and enter into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the other party to the transaction to perform (counterparty credit risk). The potential loss could exceed the value of the financial assets recorded on the financial statements. Financial assets, which potentially expose the Fund to counterparty credit risk, consist principally of cash due from counterparties on forward, option and swap transactions, when applicable. The extent of the Fund’s exposure to counterparty credit risk in respect to these financial assets approximates their carrying value as recorded on the Statement of Assets and Liabilities.
The Fund helps manage counterparty credit risk by entering into agreements only with counterparties the Adviser believes have the financial resources to honor their obligations and by having the Adviser monitor the financial stability of the counterparties. Additionally, counterparties may be required to pledge collateral daily (based on the daily valuation of the financial asset) on behalf of the Fund with a value approximately equal to the amount of any unrealized gain above a pre-determined threshold. Reciprocally, when the Fund has an unrealized loss, the Fund has instructed the custodian to pledge assets of the Fund as collateral with a value approximately equal to the amount of the unrealized loss above a pre-determined threshold. Collateral pledges are monitored and subsequently adjusted if and when the valuations fluctuate, either up or down, by at least the pre-determined threshold amount.
4. Fund Shares
Transactions in Fund shares during the current and prior fiscal periods were as follows:
| Six Months Ended 6/30/15 | Year Ended 12/31/14 | |||||||
Shares repurchased and retired | (2,700 | ) | (164,538 | ) | ||||
Weighted average | ||||||||
Price per share repurchased and retired | $ | 12.96 | $ | 13.97 | ||||
Discount per share repurchased and retired | 13.66 | % | 11.67 | % | ||||
| Nuveen Investments | 27 |
Notes to Financial Statements (Unaudited) (continued)
5. Investment Transactions
Long-term purchases and sales (including maturities but excluding derivative transactions) during the current fiscal period, aggregated $172,602,822 and $173,991,336, respectively.
Transactions in options written during the current fiscal period were as follows:
| Number of Contracts | Premiums Received | |||||||
Options outstanding, beginning of period | 1,090 | $ | 155,858 | |||||
Options written | 5,910 | 846,926 | ||||||
Options terminated in closing purchase transactions | (530 | ) | (95,377 | ) | ||||
Options expired | (4,390 | ) | (606,196 | ) | ||||
Options exercised | (2,080 | ) | (301,211 | ) | ||||
Options outstanding, end of period | — | $ | — | |||||
6. Income Tax Information
The Fund intends to distribute substantially all of its net investment company taxable income to shareholders and to otherwise comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. In any year when the Fund realizes net capital gains, the Fund may choose to distribute all or a portion of its net capital gains to shareholders, or alternatively, to retain all or a portion of its net capital gains and pay federal corporate income taxes on such retained gains.
For all open tax years and all major taxing jurisdictions, management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Open tax years are those that are open for examination by taxing authorities (i.e., generally the last four tax year ends and the interim tax period since then). Furthermore, management of the Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
The following information is presented on an income tax basis. Differences between amounts for financial statement and federal income tax purposes are primarily due to the treatment of paydown gains and losses, recognition of premium amortization and timing differences in recognizing certain gains and losses on investment transactions. To the extent that differences arise that are permanent in nature, such amounts are reclassified within the capital accounts as detailed below. Temporary differences do not require reclassification. Temporary and permanent differences do not impact the NAV of the Fund.
As of June 30, 2015, the cost and unrealized appreciation (depreciation) of investments, as determined on a federal income tax basis, were as follows:
Cost of investments | $ | 289,088,400 | ||
Gross unrealized: | ||||
Appreciation | $ | 15,164,870 | ||
Depreciation | (30,980,529 | ) | ||
Net unrealized appreciation (depreciation) of investments | $ | (15,815,659 | ) |
Permanent differences, primarily due to paydowns, foreign currency transactions and investments in interest-only mortgage-backed securities, resulted in reclassifications among the Fund’s components of net assets as of December 31, 2014, the Fund’s last tax year end, as follows:
Paid-in surplus | $ | — | ||
Undistributed (Over-distribution of) net investment income | (171,059 | ) | ||
Accumulated net realized gain (loss) | 171,059 | |||
The tax components of undistributed net ordinary income and net long-term capital gains as of December 31, 2014, the Fund’s last tax year end, were as follows:
|
| |||
Undistributed net ordinary income | $ | — | ||
Undistributed net long-term capital gains | — | |||
The tax character of distributions paid during the Fund’s last tax year ended December 31, 2014, were designated for purposes of the dividends paid deduction as follows: |
| |||
Distributions from net ordinary income1 | $ | 4,427,520 | ||
Distributions from net long-term capital gains | — | |||
Return of capital | 15,797,869 | |||
| 1 | Net ordinary income consists of net taxable income derived from dividends, interest, and net short-term capital gains, if any. |
| 28 | Nuveen Investments |
As of December 31, 2014, the Fund’s last tax year end, the Fund had unused capital losses carrying forward available for federal income tax purposes to be applied against future capital gains, if any. The capital losses are not subject to expiration.
Capital losses to be carried forward – not subject to expiration | $33,650,197 |
7. Management Fees and Other Transactions with Affiliates
The Fund’s management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. The Sub-Adviser is compensated for its services to the Fund from the management fees paid to the Adviser.
The Fund’s management fee consists of two components – a fund-level fee, based only on the amount of assets within the Fund, and a complex-level fee, based on the aggregate amount of all eligible fund assets managed by the Adviser. This pricing structure enables Fund shareholders to benefit from growth in the assets within the Fund as well as from growth in the amount of complex-wide assets managed by the Adviser.
The annual fund-level fee, payable monthly, is calculated according to the following schedule:
| Average Daily Managed Assets* | Fund-Level Fee | |||
For the first $500 million | 0.8000 | % | ||
For the next $500 million | 0.7750 | |||
For the next $500 million | 0.7500 | |||
For the next $500 million | 0.7250 | |||
For managed assets over $2 billion | 0.7000 | |||
The annual complex-level fee, payable monthly, is calculated according to the following schedule:
| Complex-Level Managed Asset Breakpoint Level* | Effective Rate at Breakpoint Level | |||
$55 billion | 0.2000 | % | ||
$56 billion | 0.1996 | |||
$57 billion | 0.1989 | |||
$60 billion | 0.1961 | |||
$63 billion | 0.1931 | |||
$66 billion | 0.1900 | |||
$71 billion | 0.1851 | |||
$76 billion | 0.1806 | |||
$80 billion | 0.1773 | |||
$91 billion | 0.1691 | |||
$125 billion | 0.1599 | |||
$200 billion | 0.1505 | |||
$250 billion | 0.1469 | |||
$300 billion | 0.1445 | |||
| * | For the fund-level and complex-level fees, managed assets include closed-end fund assets managed by the Adviser that are attributable to certain types of leverage. For these purposes, leverage includes the 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 managed assets in certain circumstances. The complex-level fee is calculated based upon the aggregate daily managed assets of all Nuveen Funds that constitute “eligible assets.” Eligible assets do not include assets attributable to investments in other Nuveen Funds or assets in excess of $2 billion added to the Nuveen Fund complex in connection with the Adviser’s assumption of the management of the former First American Funds effective January 1, 2011. As of June 30, 2015, the complex-level fee rate for the Fund was 0.1643%. |
The Fund pays no compensation directly to those of its trustees who are affiliated with the Adviser or to its officers, all of whom receive remuneration for their services to the Fund from the Adviser or its affiliates. The Board has adopted a deferred compensation plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from certain Nuveen-advised funds. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of select Nuveen-advised funds.
8. New Accounting Pronouncement
Financial Accounting Standards Board (“FASB”) Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures
In June 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-11, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures” (“ASU 2014-11”), that expanded secured borrowing accounting for certain reverse repurchase agreements. ASU 2014-11 also sets forth additional disclosure requirements for certain transactions accounted for as sales in order to provide financial statement users with information to compare to similar transactions accounted for as secured borrowings. ASU 2014-11 is effective prospectively for annual periods beginning after December 15, 2014, and interim periods beginning after March 15, 2015. Management is currently evaluating the impact, if any, of ASU 2014-11 on the Fund’s financial statement disclosures.
| Nuveen Investments | 29 |
Fund Information
| Board of Trustees | ||||||||||
| William Adams IV* | Jack B. Evans | William C. Hunter | David J. Kundert | John K. Nelson | William J. Schneider | |||||
| Thomas S. Schreier, Jr.* | Judith M. Stockdale | Carole E. Stone | Virginia L. Stringer | Terence J. Toth |
| * | Interested Board Member. |
Fund Manager Nuveen Fund Advisors, LLC 333 West Wacker Drive Chicago, IL 60606 | Custodian State Street Bank Boston, MA 02111 | Legal Counsel Chapman and Cutler LLP Chicago, IL 60603 | Independent Registered PricewaterhouseCoopers LLP Chicago, IL 60606 | Transfer Agent and State Street Bank Nuveen Funds P.O. Box 43071 Providence, RI 02940-3071 (800) 257-8787 | ||||
Quarterly Form N-Q Portfolio of Investments Information
The Fund is required to file its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. You may obtain this information directly from the SEC. Visit the SEC on-line at http://www.sec.gov or in person at the SEC’s Public Reference Room in Washington, D.C. Call the SEC toll-free at (800) SEC-0330 for room hours and operation.
Nuveen Funds’ Proxy Voting Information
You may obtain (i) information regarding how each fund voted proxies relating to portfolio securities held during the most recent twelve-month period ended June 30, without charge, upon request, by calling Nuveen Investments toll-free at (800) 257-8787 or on Nuveen’s website at www.nuveen.com and (ii) a description of the policies and procedures that each fund used to determine how to vote proxies relating to portfolio securities without charge, upon request, by calling Nuveen Investments toll free at (800) 257-8787. You may also obtain this information directly from the SEC. Visit the SEC on-line at http://www.sec.gov.
CEO Certification Disclosure
The Fund’s Chief Executive Officer (CEO) has submitted to the New York Stock Exchange (NYSE) the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual.
The Fund has filed with the SEC the certification of its CEO and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.
Share Repurchases
The Fund intends to repurchase, through its open-market share repurchase program, shares of its own common stock at such times and in such amounts as is deemed advisable. During the period covered by this report, the Fund repurchased shares of its common stock, as shown in the accompanying table. Any future repurchases will be reported to shareholders in the next annual or semi-annual report.
| JGV | ||||
Shares Repurchased | 2,700 | |||
FINRA BrokerCheck
The Financial Industry Regulatory Authority (FINRA) provides information regarding the disciplinary history of FINRA member firms and associated investment professionals. This information as well as an investor brochure describing FINRA BrokerCheck is available to the public by calling the FINRA BrokerCheck Hotline number at (800) 289-9999 or by visiting www.FINRA.org.
| 30 | Nuveen Investments |
Used in this Report
| n | Average Annual Total Return: This is a commonly used method to express an investment’s performance over a particular, usually multi-year time period. It expresses the return that would have been necessary each year to equal the investment’s actual cumulative performance (including change in NAV or market price and reinvested dividends and capital gains distributions, if any) over the time period being considered. |
| n | Barclays High Yield Index: An index that covers the universe of fixed rate, non-investment grade debt. Pay-in-kind (PIK) bonds, Eurobonds, and debt issues from countries designated as emerging markets (e.g., Argentina, Brazil, Venezuela, etc. are excluded, but Canadian and global bonds (SEC registered) of issuers in non-EMG countries are included). Original issue zeroes, step-up coupon structures and 144-As are also included. Index returns assume reinvestment of distributions, but do not include the effects of any applicable sales charges or management fees. |
| n | Barclays U.S. Aggregate Bond Index: A measure that represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities. Index returns assume reinvestment of distributions, but do not include the effects of any applicable sales charges or management fees. |
| n | Blended Benchmark: A blended return comprised of 1) 80% MSCI All Country World Index; 2) 15% Barclays U.S. Aggregate Bond Index; and 3) 5% Barclays High Yield Index. Returns assume reinvestment of distributions, but do not include the effects of any sales charges or management fees. |
| n | MSCI All Country World Index: The MSCI (Morgan Stanley Capital International) All Country World Index is published by Morgan Stanley Capital International, Inc. It is a free float-adjusted market capitalization index that is designed to measure global developed and emerging market equity performance. The index covers 49 developed and emerging market countries. Returns assume reinvestment of distributions, but do not include the effects of any sales charges or management fees. |
| n | Net Asset Value (NAV) Per Share: A fund’s Net Assets is equal to its total assets (securities, cash, accrued earnings and receivables) less its total liabilities. NAV per share is equal to the fund’s Net Assets divided by its number of shares outstanding. |
| Nuveen Investments | 31 |
Easily and Conveniently
Nuveen makes reinvesting easy. A phone call is all it takes to set up your reinvestment account.
Nuveen Closed-End Funds Automatic Reinvestment Plan
Your Nuveen Closed-End Fund allows you to conveniently reinvest distributions in additional Fund shares.
By choosing to reinvest, you’ll be able to invest money regularly and automatically, and watch your investment grow through the power of compounding. Just like distributions in cash, there may be times when income or capital gains taxes may be payable on distributions that are reinvested.
It is important to note that an automatic reinvestment plan does not ensure a profit, nor does it protect you against loss in a declining market.
Easy and convenient
To make recordkeeping easy and convenient, each quarter you’ll receive a statement showing your total distributions, the date of investment, the shares acquired and the price per share, and the total number of shares you own.
How shares are purchased
The shares you acquire by reinvesting will either be purchased on the open market or newly issued by the Fund. If the shares are trading at or above net asset value at the time of valuation, the Fund will issue new shares at the greater of the net asset value or 95% of the then-current market price. If the shares are trading at less than net asset value, shares for your account will be purchased on the open market. If the Plan Agent begins purchasing Fund shares on the open market while shares are trading below net asset value, but the Fund’s shares subsequently trade at or above their net asset value before the Plan Agent is able to complete its purchases, the Plan Agent may cease open-market purchases and may invest the uninvested portion of the distribution in newly-issued Fund shares at a price equal to the greater of the shares’ net asset value or 95% of the shares’ market value on the last business day immediately prior to the purchase date. Distributions received to purchase shares in the open market will normally be invested shortly after the distribution payment date. No interest will be paid on distributions awaiting reinvestment. Because the market price of the shares may increase before purchases are completed, the average purchase price per share may exceed the market price at the time of valuation, resulting in the acquisition of fewer shares than if the distribution had been paid in shares issued by the Fund. A pro rata portion of any applicable brokerage commissions on open market purchases will be paid by Plan participants. These commissions usually will be lower than those charged on individual transactions.
Flexible
You may change your distribution option or withdraw from the Plan at any time, should your needs or situation change.
You can reinvest whether your shares are registered in your name, or in the name of a brokerage firm, bank, or other nominee. Ask your investment advisor if his or her firm will participate on your behalf. Participants whose shares are registered in the name of one firm may not be able to transfer the shares to another firm and continue to participate in the Plan.
The Fund reserves the right to amend or terminate the Plan at any time. Although the Fund reserves the right to amend the Plan to include a service charge payable by the participants, there is no direct service charge to participants in the Plan at this time.
Call today to start reinvesting distributions
For more information on the Nuveen Automatic Reinvestment Plan or to enroll in or withdraw from the Plan, speak with your financial advisor or call us at (800) 257-8787.
| 32 | Nuveen Investments |
Management Agreement Approval Process (Unaudited)
The Board of Trustees of the Fund (the “Board,” and each Trustee, a “Board Member”), including the Board Members who are not parties to the Fund’s advisory or sub-advisory agreements or “interested persons” of any such parties (the “Independent Board Members”), is responsible for overseeing the performance of the investment adviser and sub-adviser to the Fund and determining whether to continue the Fund’s advisory agreement (the “Investment Management Agreement”) between the Fund and Nuveen Fund Advisors, LLC (the “Adviser”) and the sub-advisory agreement (the “Sub-Advisory Agreement” and, together with the Investment Management Agreement, the “Advisory Agreements”) between the Adviser and Tradewinds Global Investors, LLC (the “Sub-Adviser”). Following an initial term with respect to the Fund upon its commencement of operations, the Board is required to consider the continuation of the Advisory Agreements on an annual basis pursuant to the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”). Accordingly, at an in-person meeting held on May 11-13, 2015 (the “May Meeting”), the Board, including a majority of the Independent Board Members, considered and approved the existing Advisory Agreements for the Fund.
In preparation for its considerations at the May Meeting, the Board received in advance of the meeting extensive materials prepared in connection with the review of the Advisory Agreements. The materials provided a broad range of information regarding the Fund, including, among other things, the nature, extent and quality of services provided by the Adviser and the Sub-Adviser (the Adviser and Sub-Adviser are collectively, the “Fund Advisers” and each, a “Fund Adviser”); Fund performance including performance assessments against peers and the appropriate benchmark(s); fee and expense information of the Fund compared to peers; a description and assessment of shareholder service levels for the Fund; a summary of the performance of certain service providers; a review of product initiatives and shareholder communications; and profitability information of the Fund Advisers as described in further detail below. As part of its annual review, the Board also held a separate meeting on April 14-15, 2015 to review the Fund’s investment performance and consider an analysis by the Adviser of the Sub-Adviser which generally evaluated the Sub-Adviser’s investment team, investment mandate, organizational structure and history, investment philosophy and process, and the performance of the Fund, and any significant changes to the foregoing. During the review, the Independent Board Members asked questions of and requested additional information from management.
The Board considered that the evaluation process with respect to the Fund Advisers is an ongoing process that encompassed the information and knowledge gained throughout the year. The Board, acting directly or through its committees, met regularly during the course of the year and received information and considered factors at each meeting that would be relevant to its annual consideration of the Advisory Agreements, including information relating to Fund performance; Fund expenses; investment team evaluations; and valuation, compliance, regulatory and risk matters. In addition to regular reports, the Adviser provided special reports to the Board to enhance the Board’s understanding on topics that impact some or all of the Nuveen funds and the Adviser (such as presentations on risk and stress testing; the new governance, risk and compliance system; cybersecurity developments; Nuveen fund accounting and reporting matters; regulatory developments impacting the investment company industry and 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.
The Board had created several standing committees including the Open-End Funds Committee and the Closed-End Funds Committee to assist the full Board in monitoring and gaining a deeper insight into the distinctive business practices of closed-end and open-end funds. These Committees 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.
The Board also continued its program of seeking to have the Board Members or a subset thereof visit each sub-adviser to the Nuveen funds at least once over a multiple year rotation, meeting with key investment and business personnel. In this regard, the Independent Board Members made a site visit to the Sub-Adviser in January 2015.
The Board considered the information provided and knowledge gained at these meetings and visits during the year when performing its annual review of the 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
| Nuveen Investments | 33 |
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
contracts, the Independent Board Members met with independent legal counsel in executive sessions without management present. The Independent Board Members also received a memorandum from independent legal counsel outlining the legal standards for their consideration of the proposed continuation of the Advisory Agreements. In addition, it is important to recognize that the management arrangements for the Nuveen 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 took into account all factors it believed relevant with respect to the Fund, including, among other things: (a) the nature, extent and quality of the services provided by the Fund Advisers; (b) the investment performance of the Fund and Fund Advisers; (c) the advisory fees and costs of the services to be provided to the Fund and the profitability of the Fund Advisers; (d) the extent of any economies of scale; (e) any benefits derived by the Fund Advisers from the relationship with the Fund; and (f) other factors. Each Board Member may have accorded different weight to the various factors in reaching his or her conclusions with respect to the Advisory Agreements of the Fund. The Independent Board Members did 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 information presented. The principal factors considered by the Board and its conclusions are described below.
| A. | Nature, Extent and Quality of Services |
In evaluating the renewal of the Advisory Agreements, the Independent Board Members received and considered information regarding the nature, extent and quality of the applicable Fund Adviser’s services provided to the Fund. The Board reviewed information regarding, among other things, each Fund Adviser’s organization and business, the types of services that each Fund Adviser or its affiliates provided to the Fund, the performance record of the Fund (as described in further detail below), and any initiatives that had been undertaken on behalf of the closed-end product line. The Board recognized the high quality of services the Adviser had provided to the Fund over the years and the conscientiousness with which the Adviser provided these services. The Board also considered the improved capital structure of Nuveen Investments, Inc. (“Nuveen”) (the parent of the Adviser) following the acquisition of Nuveen by TIAA-CREF in 2014 (the “TIAA-CREF Transaction”).
With respect to the services, the Board noted the Fund was a registered investment company that operated in a regulated industry and considered the myriad of investment management, administrative, compliance, oversight and other services the Adviser provided to manage and operate the Fund. Such services included, among other things: (a) product management (such as analyzing ways to better position a Nuveen fund in the marketplace, setting dividends; maintaining relationships to gain access to distribution platforms; and providing shareholder communications); (b) fund administration (such as preparing tax returns and other tax compliance services, preparing regulatory filings and shareholder reports; managing fund budgets and expenses; overseeing a fund’s various service providers and supporting and analyzing new and existing funds); (c) Board administration (such as supporting the Board and its committees, in relevant part, by organizing and administering the Board and committee meetings and preparing the necessary reports to assist the Board in its duties); (d) compliance (such as monitoring adherence to a fund’s investment policies and procedures and applicable law; reviewing the compliance program periodically and developing new policies or updating existing compliance policies and procedures as considered necessary or appropriate; responding to regulatory requests; and overseeing compliance testing of the funds’ sub-advisers); (e) legal support (such as preparing or reviewing fund registration statements, proxy statements and other necessary materials; interpreting regulatory requirements and compliance thereof; and maintaining applicable registrations); and (f) investment services (such as overseeing and reviewing the funds’ sub-advisers and their investment teams; analyzing performance of the funds; overseeing investment and risk management; evaluating brokerage transactions and securities lending, overseeing the daily valuation process for portfolio securities and developing and recommending valuation policies and methodologies and changes thereto; reporting to the Board on various matters including performance, risk and valuation; and participating in fund development, leverage management, and the developing or interpreting of investment policies and parameters). With respect to closed-end funds, the Adviser also monitored asset coverage levels on leveraged funds, managed leverage, negotiated the terms of leverage, evaluated alternative forms and types of leverage, promoted an orderly secondary market for common shares and maintained an asset maintenance system for compliance with certain rating agency criteria.
In its review, the Board considered information highlighting the various initiatives that the Adviser had implemented or continued during the last year to enhance its services to the Nuveen funds. The Board recognized that some of these
| 34 | Nuveen Investments |
initiatives are a result of a multi-year process. In reviewing the activities of 2014, the Board recognized the Adviser’s continued focus on fund rationalization for closed-end funds through mergers, fund closures or repositioning the funds in seeking to enhance shareholder value, reduce costs, improve performance, eliminate fund overlap and better meet shareholder needs. The Board noted the Adviser’s investment in additional staffing to strengthen and improve its services to the Nuveen funds, including with respect to risk management and valuation. The Board recognized that expanding the depth and range of its risk oversight activities had been a major priority for the Adviser in recent years, and the Adviser continued to add to the risk management team, develop additional risk management programs and create committees or other teams designated to oversee or evaluate certain risks, such as liquidity risk, enterprise risk, investment risk and cybersecurity risk. The Adviser had also continued to add to the valuation team, launched its centralized securities valuation system which is intended to provide for uniform pricing and reporting across the complex as the system continues to develop, continued to refine its valuation analysis and updated related policies and procedures and evaluated and assessed pricing services. The Board considered the Adviser’s ongoing investment in information technology and operations and the various projects of the information technology team to support the continued growth and complexity of the Nuveen funds and increase efficiencies in their operations. The Board also recognized the Adviser’s strong commitment to compliance and reviewed information reflecting the compliance group’s ongoing activities to enhance its compliance system and refine its compliance procedures as well as the Chief Compliance Officer’s report regarding the compliance team, the initiatives the team had undertaken in 2014 and proposed for 2015, the compliance functions and reporting process, the record of compliance with the policies and procedures and its supervision activities of other service providers.
With respect to the closed-end funds, the Board recognized the extensive resources, expertise and efforts required to oversee and manage the various forms of leverage utilized by various funds, including the development of new forms of leverage to achieve cost savings and/or broaden the array of leverage structures available to the closed-end funds, the development of enhanced reports analyzing the impact of leverage on performance, and the development of new forms of tender option bond structures to address new regulatory requirements. The Board also noted the Adviser’s continued capital management services conducting share repurchases and/or share issuances throughout the year and monitoring market conditions to capitalize on opportunities for the closed-end funds. The Board further recognized the Adviser’s use of data systems to more effectively solicit shareholder participation when seeking shareholder approvals and to monitor flow trends in various closed-end funds. The Board considered Nuveen’s continued commitment to supporting the closed-end fund product line by providing an extensive investor relations program that encompassed, among other things, maintaining and enhancing the closed-end fund website; participating in conferences and education seminars; enhancing the ability for investors to access information; preparing educational materials; and implementing campaigns to educate financial advisers and investors on topics related to closed-end funds and their strategies.
As noted, the Adviser also oversees the Sub-Adviser who primarily provides the portfolio advisory services to the Fund. The Board recognized the skill and competency of the Adviser in monitoring and analyzing the performance of the Sub-Adviser and managing the sub-advisory relationship. In considering the Sub-Advisory Agreement and supplementing its prior knowledge, the Board considered a current report provided by the Adviser analyzing, among other things, the Sub-Adviser’s investment team and changes thereto, investment approach, organization and history, and assets under management, and the investment performance of the Fund.
Based on their review, the Independent Board Members found that, overall, the nature, extent and quality of services provided to the Fund under each respective Advisory Agreement were satisfactory.
| B. | The Investment Performance of the Fund and Fund Advisers |
The Board, including the Independent Board Members, considered the performance history of the Fund over various time periods. The Board reviewed reports, including an analysis of the Fund’s performance and the investment team. The Board reviewed, among other things, the Fund’s investment performance both on an absolute basis and in comparison to peer funds (the “Performance Peer Group”) and to recognized and/or customized benchmarks (i.e., generally benchmarks derived from multiple recognized benchmarks) for the quarter, one-, three- and five-year periods ending December 31, 2014, as well as performance information reflecting the first quarter of 2015. With respect to closed-end funds, the Independent Board Members also recognized the importance of the secondary market trading levels for the closed-end fund shares and therefore devoted significant time and focus evaluating the premium and discount levels of the closed-end funds at each of the
| Nuveen Investments | 35 |
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
quarterly meetings throughout the year. At these prior meetings as well as the May Meeting, the Board reviewed, among other things, the respective closed-end fund’s premium or discount to net asset value as of a specified date and over various periods as well as in comparison to the premium/discount average in its Lipper peer category. At the May Meeting and/or prior meetings, the Board also reviewed information regarding the key economic, market and competitive trends affecting the closed-end fund market and considered any actions periodically proposed by the Adviser to address the trading discounts of certain funds. The Independent Board Members considered the evaluation of the premium and discount levels of the closed-end funds (either at the Board level or through the Closed-End Funds Committee) to be a continuing priority in their oversight of the closed-end funds. In its review, the Board noted that it also reviewed Fund performance results 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 reflected 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 had the ability to disproportionately affect long-term performance. |
| • | The investment experience of a particular shareholder in a fund would vary depending on when such shareholder invested in the fund, the class held (if multiple classes are offered in the fund) and the performance of the fund (or respective class) during that shareholder’s investment period. |
| • | The Board recognized that the funds in the Performance Peer Group may differ somewhat from the Nuveen fund with which it is being compared and due to these differences, performance comparisons between certain of the Nuveen funds and their Performance Peer Groups may be inexact and the relevancy limited. The Board considered that management had classified the Performance Peer Group as low, medium and high in relevancy. The Board took the analysis of the relevancy of the Performance Peer Group into account when considering the comparative performance data. The Board also considered comparative performance of an applicable benchmark. While the Board was cognizant of the relative performance of the Fund’s peer set and/or benchmark(s), the Board evaluated Fund performance in light of the 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. Further, for funds that utilized leverage, the Board understood that leverage during different periods could provide both benefits and risks to a portfolio as compared to an unlevered benchmark. |
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, the Independent Board Members noted that, although the Fund lagged its Performance Peer Group in the longer periods, ranking in the fourth quartile in the three- and five-year periods, and underperformed its benchmark over the one-, three- and five-year periods, the Fund had performed in the second quartile in the one-year period.
Based on their review, the Independent Board Members determined that the Fund’s investment performance had been satisfactory.
| C. | Fees, Expenses and Profitability |
| 1. | Fees and Expenses |
The Board evaluated the management fees and other fees and expenses of the Fund (expressed as a percentage of average net assets) in absolute terms and in comparison to the fee and expense levels of a comparable universe of funds (the “Peer Universe”) selected by an independent third-party fund data provider. The Independent Board Members reviewed the methodology regarding the construction of the Peer Universe for the Fund. The Board reviewed, among other things, the
| 36 | Nuveen Investments |
Fund’s gross management fees, net management fees and net expense ratios in absolute terms as well as compared to the average and median fee and expense levels of the Peer Universe. The Board noted that the net total expense ratio paid by investors in the Fund was the most representative of an investor’s net experience.
In reviewing the comparative fee and expense information, the Independent Board Members recognized that various factors such as the limited size and particular composition of the Peer Universe (including the inclusion of other Nuveen funds in the peer set); expense anomalies; changes in the funds comprising the Peer Universe from year to year; levels of reimbursement or fee waivers; the timing of information used; the differences in the type and use of leverage (with respect to closed-end funds); and differences in services provided can impact the comparative data limiting the usefulness of the data to help make a conclusive assessment of the Fund’s fees and expenses.
In reviewing the fee schedule for a fund, the Independent Board Members also considered the fund-level and complex-wide breakpoint schedules (described in further detail below) and any fee waivers and reimbursements provided by Nuveen. In reviewing fees and expenses (excluding leverage costs and leveraged assets for the closed-end funds), 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 Universe. In reviewing the reports, the Board noted that the majority of the Nuveen funds had a net expense ratio near or below their peer average.
The Independent Board Members noted that the Fund had a net management fee and net expense ratio below its peer averages.
Based on their review of the fee and expense information provided, the Independent Board Members determined that the Fund’s management fees (as applicable) to a Fund Adviser were reasonable in light of the nature, extent and quality of services provided to the Fund.
| 2. | Comparisons with the Fees of Other Clients |
The Board considered information regarding the fees a Fund Adviser assessed to the Nuveen funds compared to that of other clients as described in further detail below. With respect to non-municipal funds, such other clients of the Adviser and/or its affiliated sub-advisers may include: separately managed accounts (such as retail, institutional or wrap accounts), hedge funds, other investment companies that are not offered by Nuveen but are sub-advised by one of Nuveen’s affiliated sub-advisers, foreign investment companies offered by Nuveen, and collective investment trusts.
The Board recognized that the Fund had an affiliated sub-adviser and therefore the overall Fund management fee can be divided into two components, the fee retained by the Adviser and the fee paid to the Sub-Adviser. In reviewing the nature of the services provided by the Adviser, including through its affiliated sub-advisers, the Board considered the range of advisory fee rates for retail and institutional managed accounts advised by Nuveen-affiliated sub-advisers. The Board also reviewed, among other things, the average fee the affiliated sub-advisers assessed such clients as well as the range of fee rates assessed to the different types of clients (such as retail, institutional and wrap accounts as well as non-Nuveen funds) applicable to such sub-advisers.
In reviewing the comparative information, the Board also reviewed information regarding the differences between the Fund and the other clients, including differences in services provided, investment policies, investor profiles, compliance and regulatory requirements and account sizes. The Board recognized the breadth of services necessary to operate a registered investment company (as described above) and that, in general terms, the Adviser provided the administrative and other support services to the Fund and, although the Sub-Adviser may provide some of these services, the Sub-Adviser essentially provided the portfolio management services. In general, the Board noted that higher fee levels reflected higher levels of service provided by the Fund Adviser, increased investment management complexity, greater product management requirements and higher levels of business risk or some combination of the foregoing. The Independent Board Members considered the differences in structure and operations of separately managed accounts and hedge funds from registered funds and noted that the range of day-to-day services was not generally of the breadth required for the registered funds. Many of the additional administrative services provided by the Adviser were not required for institutional clients or funds sub-advised by a Nuveen-affiliated sub-adviser that were offered by other fund groups. The Independent Board Members also
| Nuveen Investments | 37 |
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
recognized that the management 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 Fund, the Independent Board Members believed such facts justify the different levels of fees.
| 3. | Profitability of Fund Advisers |
In conjunction with their review of fees, the Independent Board Members also considered the profitability of Nuveen for its advisory activities and its financial condition. The Independent Board Members reviewed, among other things, the adjusted operating margins for Nuveen for the last two calendar years, the revenues, expenses, net income (pre-tax and after-tax) and net revenue margins (pre-tax and after-tax) of Nuveen’s managed fund advisory activities for the last two calendar years, the allocation methodology used by Nuveen in preparing the profitability data and a history of the adjustments to the methodology due to changes in the business over time. The Independent Board Members also reviewed the revenues, expenses, net income (pre-tax and after-tax) and revenue margin (pre-tax and post-tax) of the Adviser and, as described in further detail below, each affiliated sub-adviser for the 2014 calendar year. In reviewing the profitability data, the Independent Board Members noted the subjective nature of cost allocation methodologies used to determine profitability as other reasonable methods could also have been employed but yield different results. The Independent Board Members reviewed an analysis of the key drivers behind the changes in revenues and expenses that impacted profitability in 2014. The Independent Board Members recognized that Nuveen’s net revenue margin from advisory activities for 2014 was consistent with 2013. The Independent Board Members also considered the profitability of Nuveen in comparison to the adjusted operating margins of other investment advisers with publicly available data and with comparable assets under management (based on asset size and asset composition) to Nuveen. The Independent Board Members noted that Nuveen’s adjusted operating margins appeared to be reasonable in relation to such other advisers. The Independent Board Members, however, recognized the difficulty of making comparisons of profitability from fund investment advisory contracts as the information is not generally publicly available, the information for the investment advisers that was publicly available may not be representative of the industry and various other factors would impact the profitability data such as differences in services offered, business mix, expense methodology and allocations, capital structure and costs, complex size, and types of funds and other accounts managed.
The Independent Board Members noted this information supplemented the profitability information requested and received during the year and noted that two Independent Board Members served as point persons to review the profitability analysis and methodologies employed, and any changes thereto, and to keep the Board apprised of such changes during the year.
The Independent Board Members determined that Nuveen appeared to be sufficiently profitable to operate as a viable investment management firm and to honor its obligations as a sponsor of the Nuveen funds. The Independent Board Members noted the Adviser’s continued expenditures to upgrade its investment technology and increase personnel and recognized the Adviser’s continued commitment to its business to enhance the Adviser’s capacity and capabilities in providing the services necessary to meet the needs of the Nuveen funds as they grow or change over time. The Independent Board Members also noted that the sub-advisory fees for the Nuveen funds are paid by the Adviser, however, the Board recognized that many of the sub-advisers, including the Sub-Adviser, are affiliated with Nuveen. The Independent Board Members also noted the increased resources and support available to Nuveen as well as an improved capital structure as a result of the TIAA-CREF Transaction.
With respect to the Sub-Adviser, the Independent Board Members reviewed the Sub-Adviser’s revenues, expenses and revenue margins (pre- and post-tax) for its advisory activities for the calendar year ended December 31, 2014.
In evaluating the reasonableness of the compensation, the Independent Board Members also considered other amounts paid to a Fund Adviser by the Fund as well as indirect benefits (such as soft dollar arrangements), if any, the Fund Adviser and its affiliates received or were expected to receive that were directly attributable to the management of the Fund. See Section E below for additional information on indirect benefits a Fund Adviser may receive as a result of its relationship with the Fund.
Based on their review, the Independent Board Members determined that the Adviser’s and the Sub-Adviser’s level of profitability was reasonable in light of the respective services provided.
| 38 | Nuveen Investments |
| D. | Economies of Scale and Whether Fee Levels Reflect These Economies of Scale |
The Independent Board Members recognized that, as the assets of a particular fund or the Nuveen complex in the aggregate increase over time, economies of scale may be realized, and the Independent Board Members considered the extent to which the funds benefit from such economies of scale. Although the Independent Board Members recognized that economies of scale are difficult to measure, the Board recognized that one method to help ensure the shareholders share in these benefits is to include breakpoints in the management fee schedule reducing fee rates as asset levels grow. The Independent Board Members noted that, subject to certain exceptions, the management fees of the funds in the Nuveen complex are generally comprised of a fund-level component and complex-level component. Each component of the management fee for the Fund included breakpoints to reduce management fee rates of the Fund as the Fund grows and, as described below, as the Nuveen complex grows. The Independent Board Members noted that, in the case of closed-end funds, however, such funds may from time-to-time make additional share offerings, but the growth of their assets would occur primarily through the appreciation of such funds’ investment portfolios. In addition to fund-specific breakpoint schedules which reduce the fee rates of a particular fund as its assets increase, the Independent Board Members recognized that the Adviser also passed on the benefits of economies of scale through the complex-wide fee arrangement which reduced management fee rates as assets in the fund complex reached certain levels. The complex-wide fee arrangement seeks to provide the 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 reflected the notion that some of Nuveen’s costs were attributable to services provided to all its funds in the complex, and therefore all funds benefit if these costs were spread over a larger asset base. The Independent Board Members reviewed the breakpoint and complex-wide schedules and the fee reductions achieved as a result of such structures for the 2014 calendar year.
The Independent Board Members further considered that as part of the TIAA-CREF Transaction, Nuveen agreed, for a period of two years from the date of the closing of the TIAA-CREF Transaction, not to increase contractual management fees for any Nuveen fund. The commitment would not limit or otherwise affect mergers or liquidations of any funds in the ordinary course.
Based on their review, the Independent Board Members concluded that the current fee structure was acceptable and reflected economies of scale to be shared with shareholders when assets under management increase.
| E. | Indirect Benefits |
The Independent Board Members received and considered information regarding potential “fall out” or ancillary benefits the respective Fund Adviser or its affiliates may receive as a result of its relationship with the Fund. With respect to closed-end funds, the Independent Board Members noted any revenues received by affiliates of the Adviser for serving as co-manager in initial public offerings of new closed-end funds.
In addition to the above, the Independent Board Members considered whether the Fund Adviser received any benefits from soft dollar arrangements whereby a portion of the commissions paid by the Fund for brokerage may be used to acquire research that may be useful to the Fund Adviser in managing the assets of the Fund and other clients. The Fund’s portfolio transactions are allocated by the Sub-Adviser. Accordingly, the Independent Board Members considered that the Sub-Adviser may benefit from research provided by broker-dealers executing portfolio transactions on behalf of the Fund. With respect to 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 any research received pursuant to soft dollar arrangements by the Sub-Adviser may also benefit the Fund and shareholders to the extent the research enhanced the ability of the Sub-Adviser to manage the Fund. The Independent Board Members noted that the Sub-Adviser’s profitability may be somewhat lower if it had to acquire any such research 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 Fund were reasonable and within acceptable parameters.
| F. | Other Considerations |
The Independent Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members, including the Independent Board Members, concluded that the terms of each Advisory Agreement were fair and reasonable, that the respective Fund Adviser’s fees were reasonable in light of the services provided to the Fund and that the Advisory Agreements be renewed.
| Nuveen Investments | 39 |
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| Serving Investors for Generations | ||||||||||||||
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| Since 1898, financial advisors and their clients have relied on Nuveen Investments to provide dependable investment solutions through continued adherence to proven, long-term investing principles. Today, we offer a range of high quality equity and fixed-income solutions designed to be integral components of a well-diversified core portfolio. | ||||||||||||||
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Focused on meeting investor needs.
Nuveen Investments provides high-quality investment services designed to help secure the long-term goals of institutional and individual investors as well as the consultants and financial advisors who serve them. Nuveen Investments markets a wide range of specialized investment solutions which provide investors access to capabilities of its high-quality boutique investment affiliates—Nuveen Asset Management, Symphony Asset Management, NWQ Investment Management Company, Santa Barbara Asset Management, Tradewinds Global Investors, Winslow Capital Management and Gresham Investment Management. In total, Nuveen Investments managed $230 billion as of June 30, 2015. | ||||||||||||||
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Find out how we can help you.
To learn more about how the products and services of Nuveen Investments may be able to help you meet your financial goals, talk to your financial advisor, or call us at (800) 257-8787. Please read the information provided carefully before you invest. Investors should consider the investment objective and policies, risk considerations, charges and expenses of any investment carefully. Where applicable, be sure to obtain a prospectus, which contains this and other relevant information. To obtain a prospectus, please contact your securities representative or Nuveen Investments, 333 W. Wacker Dr., Chicago, IL 60606. Please read the prospectus carefully before you invest or send money.
Learn more about Nuveen Funds at: www.nuveen.com/cef | ||||||||||||||
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Distributed by Nuveen Securities, LLC | 333 West Wacker Drive | Chicago, IL 60606 | www.nuveen.com/cef
ESA-H-0615D 10013-INV-B-08/16
Item 2. Code of Ethics.
Not applicable to this filing.
Item 3. Audit Committee Financial Expert.
Not applicable to this filing.
Item 4. Principal Accountant Fees and Services.
Not applicable to this filing.
Item 5. Audit Committee of Listed Registrants.
Not applicable to this filing.
Item 6. Schedule of Investments.
(a) See Portfolio of Investments in Item 1.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to this filing.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to this filing.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
| (a) | (b) | (c) | (d) * | |||||||||||||
Period* | TOTAL NUMBER OF SHARES (OR UNITS) PURCHASED | AVERAGE PRICE PAID PER SHARE (OR UNIT) | TOTAL NUMBER OF SHARES (OR UNITS) PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS | MAXIMUM NUMBER (OR APPROXIMATE DOLLAR VALUE) OF SHARES (OR UNITS) THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS | ||||||||||||
JANUARY 1-31, 2015 | 0 | 0 | 1,905,000 | |||||||||||||
FEBRUARY 1-28, 2015 | 0 | 0 | 1,905,000 | |||||||||||||
MARCH 1-31, 2015 | 0 | 0 | 1,905,000 | |||||||||||||
APRIL 1-30, 2015 | 0 | 0 | 1,905,000 | |||||||||||||
MAY 1-31, 2015 | 0 | 0 | 1,905,000 | |||||||||||||
JUNE 1-30, 2015 | 2,700 | $ | 12.96 | 2,700 | 1,902,300 | |||||||||||
TOTAL | 2,700 | |||||||||||||||
| * | The registrant’s repurchase program, for the repurchase of 1,905,000 shares, was authorized on August 6, 2014. Any repurchases made by the registrant pursuant to the program were made through open-market transactions. |
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board implemented after the registrant last provided disclosure in response to this item.
Item 11. Controls and Procedures.
| (a) | The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Exhibits.
File the exhibits listed below as part of this Form.
(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not applicable to this filing.
(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) in the exact form set forth below: See EX-99.CERT attached hereto.
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the 1940 Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons: Not applicable.
(b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2 (b) under the 1940 Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an Exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registration specifically incorporates it by reference: See EX-99.906 CERT attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Nuveen Global Equity Income Fund
| By (Signature and Title) | /s/ Kevin J. McCarthy | |||
| Kevin J. McCarthy | ||||
| Vice President and Secretary |
Date: September 8, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By (Signature and Title) | /s/ Gifford R. Zimmerman | |||
| Gifford R. Zimmerman | ||||
| Chief Administrative Officer | ||||
| (principal executive officer) |
Date: September 8, 2015
| By (Signature and Title) | /s/ Stephen D. Foy | |||
| Stephen D. Foy | ||||
| Vice President and Controller | ||||
| (principal financial officer) |
Date: September 8, 2015