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 811-22023
Nuveen Managed Accounts Portfolios Trust
(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: July 31
Date of reporting period: July 31, 2013
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.
Mutual Fund
Nuveen Managed Accounts Portfolios Trust
Designed to provide dependable, tax-free income because it’s not what you earn, it’s what you keep.®
Annual Report
July 31, 2013
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| Fund Name | | Ticker Symbol | |
Municipal Total Return Managed Accounts Portfolio | | | NMTRX | |
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Table of Contents
Chairman’s
Letter to Shareholders
Dear Shareholders,
I am pleased to have this opportunity to introduce myself to you as the new independent chairman of the Nuveen Fund Board, effective July 1, 2013. I am honored to have been selected as chairman, with its primary responsibility to serve the interests of the Nuveen fund shareholders. My predecessor, Robert Bremner, was the first independent director to serve as chairman of the Board and I, and my fellow Board members, plan to continue his legacy of strong independent oversight of your funds.
The global economy has hit major turning points over the last several months to a year. The developed world is gradually recovering from their financial crisis while the emerging markets appear to be struggling with the downshift of China’s growth potential. Japan is entering a new era of growth after decades of economic stagnation and many of the Eurozone nations appear to be exiting their recession. Despite the positive events, there are still potential risks. Middle East tensions, rising oil prices, defaults in Europe and fallout from the financial stress in emerging markets could all reverse the recent progress in the global economy.
On the domestic front, the U.S. economy is experiencing sustainable slow growth. Corporate fundamentals are strong as earnings per share and corporate cash are at the highest level in two decades. Unemployment is trending down and the housing market has experienced a rebound, each assisting the positive economic scenario. However, there are some issues to be watched. Interest rates are expected to increase but significant uncertainty about the timing remains. Another potential fiscal cliff in October along with a possible conflict in the Middle East both add to the uncertainties that could cause problems for the economy going forward.
In the near term, governments are focused on economic recovery and the growth of their economies, which could lead to an environment of attractive investment opportunities. Over the long term, the uncertainties mentioned earlier could hinder the potential growth. Because of this, Nuveen’s investment management teams work hard to balance return and risk with a range of investment strategies. I encourage you to read the following commentary on the management of your fund.
On behalf of the other members of your 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
September 23, 2013
Portfolio Manager’s Comments
This Portfolio was developed exclusively for use within Nuveen-sponsored separately managed accounts. It enables certain Nuveen municipal separately managed account investors to achieve greater diversification and return potential than otherwise might be achievable.
The Portfolio is managed by Nuveen Asset Management LLC, an affiliate of Nuveen Investments. Martin J. Doyle, CFA, serves as portfolio manager for the Portfolio. Here Martin discusses the economic and market conditions, the Portfolio’s investment strategy and its performance for the twelve-month reporting period ended July 31, 2013.
What were the general market conditions and trends during this twelve-month reporting period ended July 31, 2013?
During this reporting period, the U.S. economy’s progress toward recovery from recession continued at a moderate pace. The Federal Reserve (Fed) maintained its efforts to improve the overall economic environment by holding the benchmark fed funds rate at the record low level of zero to 0.25% that it established in December 2008. The Fed also continued its monthly purchases of $40 billion of mortgage-backed securities and $45 billion of longer-term Treasury securities in an open-ended effort to bolster growth. At its September 2013 meeting (subsequent to the end of this reporting period), the Fed indicated that downside risks to the economy had diminished since the fall of 2012, but that recent tightening of financial conditions, if sustained, could potentially slow the pace of improvement in the economy and labor market. Consequently, the Fed made no changes to its highly accommodative monetary policies at the September meeting, announcing its decision to wait for additional evidence of sustained economic progress before adjusting the pace of its bond buying program.
As measured by gross domestic product (GDP), the U.S. economy grew at an estimated annualized rate of 1.7% in the second quarter of 2013, compared with 1.1% for the first quarter, continuing the pattern of positive economic growth for the 16th consecutive quarter. The Consumer Price Index (CPI) rose 2.0% year-over-year as of July 2013, while the core CPI (which excludes food and energy) increased 1.7% during the period, staying within the Fed’s unofficial objective of 2.0% or lower for this inflation measure. Meanwhile, labor market conditions continued slowly to show signs of improvement, although unemployment remained above the Central Bank’s 6.5% target. As of July 2013, the national unemployment rate was 7.4%. The housing market, long a major weak spot in the U.S. economic recovery, also delivered some good news as the average home price in the S&P/Case-Shiller Index of 20 major metropolitan areas rose 12.1% for the twelve months ended June 2013 (most recent data available at the time this report was prepared). The outlook for the U.S. economy, however, continued to be clouded by uncertainty about global financial markets and the outcome of the “fiscal cliff.” The tax consequences of the fiscal cliff situation, which had been scheduled to become effective in January 2013, were averted through a last minute deal that raised payroll taxes, but left in place a number of tax breaks. Lawmakers postponed and then failed to reach a resolution on $1.2 trillion in spending cuts intended to address the federal budget deficit. As a result, automatic spending cuts (or sequestration) affecting both defense and non-defense programs (excluding Social Security and Medicaid) took effect March 1, 2013, with potential implications for U.S. economic growth over the next decade. In late March 2013, Congress passed legislation that established federal funding levels for the remainder of fiscal 2013, which ends on September 30, 2013, preventing a federal government shutdown. The proposed federal budget for fiscal 2014 remains under debate.
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 Portfolio 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, Moody’s Investors Service, Inc. or Fitch, Inc. 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.
For the majority of the reporting period, generally improving economic data and diminished systemic risk fears were supportive of risk assets in general and fixed income spread sectors specifically. The pressure to find yield continued to provide strong technical underpinnings to the market as investor flows indicated robust demand for fixed income securities for most of the reporting period. The tide quickly turned in the final month of the reporting period, however, triggered by the Fed Chairman’s comments that the economic outlook had improved enough to warrant a possible “tapering” of the Central Bank’s quantitative easing programs as soon as September of this year, earlier than the market anticipated. In response, Treasury yields rose sharply, while global risk assets including equities, spread products and growth-sensitive currencies sold off significantly. The combination of rising yields and a sell-off in risk assets in June was somewhat unusual; the two have generally been negatively correlated over the past several years. The common thread in the markets appeared to be a general “de-risking” by investors based on concerns about the Central Bank’s withdrawal of policy stimulus.
How did the Portfolio perform during the twelve-month reporting period ended July 31, 2013?
The table in the Performance and Expense Ratios section of this report provides Class I Share total returns for the Portfolio for the one-year, five-year and since inception periods ended July 31, 2013.
What strategies were used to manage the Portfolio during the twelve-month reporting period ended July 31, 2013? How did these strategies influence performance?
The Portfolio’s Class I Share total returns at net asset value (NAV) underperformed the Barclays 7-Year Municipal Bond Index during the twelve-month reporting period ended July 31, 2013.
The Portfolio uses a value-oriented strategy and looks for higher yielding and undervalued municipal bonds that offer the potential for above average total return. The Portfolio invests in various types of municipal securities, including investment grade (rated BBB/Baa or better), below investment grade (rated BB/Ba or lower) and unrated municipal securities. The Portfolio focuses on securities with intermediate to longer-term maturities. This investment strategy did not change during the reporting period.
Due to a sharp increase in municipal interest rates, the Portfolio’s diversified yield curve positioning and longer duration profile were factors that contributed to the relative underperformance versus the benchmark during the period. Throughout the period, we gradually increased our exposure to longer duration securities to utilize a comparatively steep yield curve and sought improved call protection to increase the Portfolio’s income sustainability. As a result, the Portfolio was overweight bonds due twelve years and longer, which underperformed as yields rose and the curve steepened. This was the primarily reason for underperformance during the reporting period.
Also detracting from the Portfolio’s performance was an underweight to pre-refunded bonds compared to the index. This sector performed particularly well in the rising yield environment. As a result, our underweight was a detriment. Finally, the Portfolio, by design, is overweight BBB-rated bonds which underperformed in the rising rate environment.
Selection within the below investment grade, which includes the non-rated bonds category was a positive contributor. These holdings performed better than the index as a whole and the index has a negligible exposure to these rating categories.
Risk Considerations
Mutual fund investing involves risk; principal loss is possible. Debt or fixed income securities such as those held by the Portfolio, are subject to market risk, credit risk, interest rate risk, call risk, tax risk, political and economic risk, and income risk. As interest rates rise, bond prices fall. Credit risk refers to an issuers ability to make interest and principal payments when due. Below investment grade or high yield debt securities are subject to liquidity risk and heightened credit risk. The Portfolio’s potential use of inverse floaters creates effective leverage. Leverage involves the risk that the Portfolio could lose more than its original investment and also increases the Portfolio’s exposure to volatility and interest rate risk.
Dividend Information
The Portfolio seeks to pay dividends at a rate that reflects the past and projected performance of the Portfolio. To permit a Portfolio to maintain a more stable monthly dividend, the Portfolio may pay dividends at a rate that may be more or less than the amount of net investment income actually earned by the Portfolio during the period. If the Portfolio has cumulatively earned more than it has paid in dividends, it will hold the excess in reserve as undistributed net investment income (UNII) as part of the Portfolio’s net asset value. Conversely, if the Portfolio has cumulatively paid in dividends more than it has earned, the excess will constitute a negative UNII that will likewise be reflected in the Portfolio’s net asset value. The Portfolio will, over time, pay all its net investment income as dividends to shareholders. As of July 31, 2013, the Portfolio had a positive UNII balance for tax purposes and a negative UNII balance for financial reporting purposes.
Performance, Expense Ratios and Effective Leverage
This is a specialized municipal bond Portfolio developed exclusively for use within Nuveen-sponsored separately managed accounts.
Returns quoted represent past performance, which is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment returns and principal value will fluctuate so that when shares are redeemed, they may be worth more or less than their original cost. Returns do not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Some income may be subject to state and local income taxes and to the federal alternative minimum tax. Capital gains, if any, are subject to tax.
Returns may reflect a contractual agreement between the Portfolio and the investment adviser to waive certain fees and expenses; see Notes to Financial Statements, Note 7 — Management Fees and Other Transactions with Affiliates for more information. In addition, returns may reflect a voluntary expense limitation by the Portfolio’s investment adviser that may be modified or discontinued at any time without notice. For the most recent month-end performance call (800) 257-8787.
Portfolio shares have no sales charge. Portfolio returns assume reinvestment of dividends and capital gains.
The expense ratios shown reflect the Portfolio’s total operating expenses (before fee waivers and/or expense reimbursements) as shown in the Portfolio’s most recent prospectus.
Leverage is created whenever the Portfolio has investment exposure (both reward and/or risk) equivalent to more than 100% of the investment capital. The effective leverage ratio shown is the amount of investment exposure created either through borrowings or indirectly through inverse floaters, divided by the assets invested, including those assets that were purchased with the proceeds of the leverage, or referenced by the levered instrument.
Performance
Average Annual Total Returns as of July 31, 2013
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| |
| | | Average Annual | |
| | | |
| | | 1-Year | | | 5-Year | | | Since
Inception* | |
Class I Shares | | | -3.54% | | | | 6.31% | | | | 5.48% | |
Barclays 7-Year Municipal Bond Index** | | | -0.69% | | | | 5.41% | | | | 5.42% | |
Average Annual Total Returns as of June 30, 2013 (Most Recent Calendar Quarter)
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| |
| | | Average Annual | |
| | | |
| | | 1-Year | | | 5-Year | | | Since
Inception* | |
Class I Shares | | | 0.11% | | | | 6.64% | | | | 5.85% | |
Expense Ratios as of Most Recent Prospectus
| | | | | | | | |
| | |
| | | Gross
Expense
Ratio | | | Net
Expense
Ratio | |
Class I Shares | | | 0.12% | | | | 0.00% | |
The Portfolio’s investment adviser has agreed irrevocably during the existence of the Portfolio to waive all fees and pay or reimburse all expenses of the Portfolio, except for interest expense, taxes, fees incurred in acquiring and disposing of portfolio securities and extraordinary expenses.
Effective Leverage Ratio as of July 31, 2013
| | | | |
Effective Leverage Ratio | | | 9.47% | |
| * | Since inception returns are from 5/31/07. |
| ** | Refer to the Glossary of Terms Used in this Report for definitions. This index is not available for direct investment. |
Growth of an Assumed $10,000 Investment as of July 31, 2013 – Class I Shares
The graphs do not reflect the deduction of taxes, such as state and local income taxes or capital gains taxes, that a shareholder may pay on Portfolio distributions or the redemption of Portfolio shares.
Yields as of July 31, 2013
Dividend Yield is the most recent dividend per share (annualized) divided by the offering price per share.
The SEC 30-Day Yield is a standardized measure of the Portfolio’s yield that accounts for the future amortization of premiums or discounts of bonds held in the portfolio of investments. The SEC 30-Day Yield is computed under an SEC standardized formula and is based on the maximum offer price per share. Dividend Yield may differ from the SEC 30-Day Yield because the Portfolio may be paying out more or less than it is earning and it may not include the effect of amortization of bond premium.
The Taxable-Equivalent Yield represents the yield that must be earned on a fully taxable investment in order to equal the yield of the Portfolio on an after-tax basis at a specified tax rate. With respect to investments that generate qualified dividend income that is taxable at a maximum rate of 15%, the Taxable-Equivalent Yield is lower.
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| | | Dividend
Yield | | | SEC 30-Day
Yield | | | Taxable-
Equivalent
Yield1 | |
Class I Shares | | | 4.87% | | | | 4.51% | | | | 6.26% | |
| 1 | The Taxable-Equivalent Yield is based on the Portfolio’s SEC 30-Day Yield on the indicated date and a federal income tax rate of 28%. |
Holding Summaries as of July 31, 2013
This data relates to the securities held in the portfolio of investments. It should not be construed as a measure of performance for the Portfolio itself.
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s, Moody’s Investors Service, Inc. or Fitch, Inc. 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.
| | | | |
| Bond Credit Quality1,2,3 | | | |
| AAA/U.S. Guaranteed | | | 7.4% | |
| AA | | | 37.1% | |
| A | | | 18.7% | |
| BBB | | | 22.6% | |
| BB or Lower | | | 5.6% | |
| N/R | | | 4.7% | |
| | | | |
| Portfolio Composition1,4 | | | |
| Education and Civic Organizations | | | 21.8% | |
| Health Care | | | 21.5% | |
| Tax Obligation/General | | | 15.5% | |
| Tax Obligation/Limited | | | 12.9% | |
| Transportation | | | 9.5% | |
| Utilities | | | 5.8% | |
| Water and Sewer | | | 5.6% | |
| Other | | | 7.4% | |
| | | | |
| States1,4 | | | |
| Texas | | | 12.3% | |
| California | | | 8.9% | |
| Illinois | | | 8.0% | |
| Florida | | | 5.7% | |
| New York | | | 4.8% | |
| North Carolina | | | 4.3% | |
| Pennsylvania | | | 3.2% | |
| Arizona | | | 3.1% | |
| Louisiana | | | 3.1% | |
| New Jersey | | | 3.0% | |
| Maryland | | | 3.0% | |
| Colorado | | | 3.0% | |
| Washington | | | 2.8% | |
| Indiana | | | 2.2% | |
| Wisconsin | | | 2.0% | |
| Massachusetts | | | 1.8% | |
| Missouri | | | 1.8% | |
| Virginia | | | 1.8% | |
| Utah | | | 1.7% | |
| Wyoming | | | 1.4% | |
| Oregon | | | 1.3% | |
| South Carolina | | | 1.3% | |
| Georgia | | | 1.3% | |
| Guam | | | 1.2% | |
| Idaho | | | 1.1% | |
| Mississippi | | | 1.1% | |
| Other | | | 14.8% | |
| 1 | Holdings are subject to change. |
| 2 | Percentages will not add to 100% due to the exclusion of “Other Assets Less Liabilities” from the table. |
| 3 | As a percentage of total investment exposure. |
| 4 | As a percentage of total investments. |
Expense Examples
As a shareholder of the Portfolio, you incur two types of costs: (1) transaction costs, including up-front and back-end sales charges (loads) or redemption fees, where applicable; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees, where applicable; and other Portfolio expenses. The Example below is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example below is based on an investment of $1,000 invested at the beginning of the period and held through the end of the period.
The information under “Actual Performance,” together with the amount you invested, allows you to estimate actual expenses incurred over the reporting period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.60) and multiply the result by the cost shown for your share class, in the row entitled “Expenses Incurred During Period” to estimate the expenses incurred on your account during this period.
The information under “Hypothetical Performance,” provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expense you incurred for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds or share classes. In addition, if these transaction costs were included, your costs would have been higher.
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | Actual Performance | | | Hypothetical Performance
(5% annualized return before expenses) | |
| Beginning Account Value (2/01/13) | | | | | | | | | | $ | 1,000.00 | | | $ | 1,000.00 | |
| Ending Account Value (7/31/13) | | | | | | | | | | $ | 936.20 | | | $ | 1,024.79 | |
| Expenses Incurred During Period | | | | | | | | | | $ | — | | | $ | — | |
Expenses are equal to the Portfolio’s annualized net expense ratio of 0.00% for the six-month period.
Report of
Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of
Nuveen Managed Accounts Portfolios Trust:
In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations, of changes in net assets, and the financial highlights present fairly, in all material respects, the financial position of Municipal Total Return Managed Accounts Portfolio (a series of the Nuveen Managed Accounts Portfolios Trust, hereinafter referred to as the “Fund”) at July 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PRICEWATERHOUSECOOPERS LLP
Chicago, IL
September 25, 2013
Portfolio of Investments
Municipal Total Return Managed Accounts Portfolio
July 31, 2013
| | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | | | Optional Call
Provisions (2) | | | Ratings (3) | | | Value | |
| | | | National – 0.5% | | | | | | | | | | | | | | |
| | | | | |
| | | | MuniMae Tax-Exempt Bond Subsidiary Redeemable Preferred Shares, Multifamily Housing Pool: | | | | | | | | | | | | | | |
| $ | 395 | | | 5.000%, 1/31/28 (Mandatory put 1/31/18) (Alternative Minimum Tax) | | | | | 1/18 at 100.00 | | | | Ba1 | | | $ | 392,196 | |
| | 1,000 | | | 5.750%, 6/30/50 (Mandatory put 9/30/19) (Alternative Minimum Tax) | | | | | 11/13 at 100.00 | | | | Ba2 | | | | 992,630 | |
| | 1,395 | | | Total National | | | | | | | | | | | | | 1,384,826 | |
| | | | Alabama – 0.5% | | | | | | | | | | | | | | |
| | | | | |
| | 850 | | | Alabama State Board of Education, Revenue Bonds, Faulkner State Community College, Series 2009, 6.125%, 10/01/28 | | | | | 10/18 at 100.00 | | | | A1 | | | | 967,487 | |
| | | | | |
| | 500 | | | Auburn University, Alabama, General Fee Revenue Bonds, Series 2011A, 5.000%, 6/01/41 | | | | | 6/21 at 100.00 | | | | Aa2 | | | | 518,660 | |
| | 1,350 | | | Total Alabama | | | | | | | | | | | | | 1,486,147 | |
| | | | Alaska – 0.5% | | | | | | | | | | | | | | |
| | | | | |
| | | | Northern Tobacco Securitization Corporation, Alaska, Tobacco Settlement Asset-Backed Bonds, Series 2006A: | | | | | | | | | | | | | | |
| | 670 | | | 4.625%, 6/01/23 | | | | | 6/14 at 100.00 | | | | Ba1 | | | | 609,700 | |
| | 1,385 | | | 5.000%, 6/01/46 | | | | | 6/14 at 100.00 | | | | B+ | | | | 1,015,302 | |
| | 2,055 | | | Total Alaska | | | | | | | | | | | | | 1,625,002 | |
| | | | Arizona – 3.0% | | | | | | | | | | | | | | |
| | | | | |
| | 1,000 | | | Arizona Health Facilities Authority, Hospital Revenue Bonds, Banner Health Systems, Tender Option Bond Trust 3256, 18.060%, 1/01/20 (IF) (5) | | | | | No Opt. Call | | | | AA– | | | | 957,280 | |
| | | | | |
| | | | Arizona Health Facilities Authority, Hospital Revenue Bonds, Phoenix Children’s Hospital, Series 2013D: | | | | | | | | | | | | | | |
| | 1,010 | | | 5.000%, 2/01/28 | | | | | 2/23 at 100.00 | | | | BBB+ | | | | 1,017,222 | |
| | 2,000 | | | 5.000%, 2/01/33 | | | | | 2/23 at 100.00 | | | | BBB+ | | | | 1,947,760 | |
| | | | | |
| | 1,000 | | | Arizona Health Facilities Authority, Hospital System Revenue Bonds, Phoenix Children’s Hospital, Refunding Series 2012A, 5.000%, 2/01/19 | | | | | No Opt. Call | | | | BBB+ | | | | 1,125,480 | |
| | | | | |
| | 300 | | | Arizona State, Certificates of Participation, Series 2010A,
5.000%, 10/01/27 – AGM Insured | | | | | 10/19 at 100.00 | | | | AA– | | | | 317,328 | |
| | | | | |
| | 1,195 | | | Maricopa County, Arizona, Hospital Revenue Bonds, Sun Health Corporation, Series 2005, 5.000%, 4/01/25 (Pre-refunded 4/01/24) | | | | | 4/24 at 100.00 | | | | N/R (4) | | | | 1,379,974 | |
| | | | | |
| | 900 | | | Pima County Industrial Development Authority, Arizona, Charter School Revenue Bonds, Cambridge Academy-East, Inc. Project, Series 2010, 5.875%, 4/01/22 | | | | | 4/20 at 100.00 | | | | BB– | | | | 890,604 | |
| | | | | |
| | 500 | | | Salt River Project Agricultural Improvement and Power District, Arizona, Electric System Revenue Bonds, Tender Option Bond Trust 10-9W, 17.590%, 1/01/38 (IF) (5) | | | | | 1/18 at 100.00 | | | | Aa1 | | | | 556,600 | |
| | | | | |
| | 450 | | | Yavapai County Industrial Development Authority, Arizona, Education Revenue Bonds, Arizona Agribusiness and Equine Center Charter Schools, Series 2012, 4.625%, 3/01/22 | | | | | No Opt. Call | | | | BB+ | | | | 425,241 | |
| | | | | |
| | 345 | | | Yavapai County Industrial Development Authority, Arizona, Charter School Revenue Bonds, Arizona Agribusiness and Equine Center Charter School, Series 2011, 7.625%, 3/01/31 | | | | | 3/21 at 100.00 | | | | BB+ | | | | 374,739 | |
| | | | | |
| | 65 | | | Yuma County Industrial Development Authority, Arizona, Exempt Revenue Bonds, Far West Water & Sewer Inc. Refunding, Series 2007A, 6.500%, 12/01/17 (Alternative Minimum Tax) | | | | | No Opt. Call | | | | N/R | | | | 57,818 | |
| | 8,765 | | | Total Arizona | | | | | | | | | | | | | 9,050,046 | |
| | | | Arkansas – 0.6% | | | | | | | | | | | | | | |
| | | | | |
| | 1,000 | | | Boone County, Arkansas, Hospital Revenue Refunding Bonds, North Arkansas Regional Medical Center Project, Series 2013, 4.500%, 5/01/33 | | | | | 5/20 at 100.00 | | | | N/R | | | | 825,680 | |
| | | | | |
| | 1,100 | | | Conway Health Facilities Board, Arkansas, Hospital Revenue Bond, Conway Regional Medical Center, Improvement Series 2012, 4.450%, 8/01/32 | | | | | 8/22 at 100.00 | | | | BBB+ | | | | 965,965 | |
| | 2,100 | | | Total Arkansas | | | | | | | | | | | | | 1,791,645 | |
| | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | | | Optional Call
Provisions (2) | | | Ratings (3) | | | Value | |
| | | | California – 8.6% | | | | | | | | | | | | | | |
| | | | | |
| $ | 500 | | | ABAG Finance Authority for Non-Profit Corporations, California, Revenue Bonds, Casa de Lad Campanas, Series 2010, 6.000%, 9/01/37 | | | | | 9/20 at 100.00 | | | | A | | | $ | 536,420 | |
| | | | | |
| | 700 | | | Anaheim Public Finance Authority, California, Electric Distribution Revenue Bonds, Series 1999, 5.000%, 10/01/25 – AMBAC Insured | | | | | 10/15 at 100.00 | | | | N/R | | | | 715,043 | |
| | | | | |
| | 655 | | | California Educational Facilities Authority, Revenue Bonds, Stanford University, Series 2013-U3, 5.000%, 6/01/43 | | | | | No Opt. Call | | | | AAA | | | | 750,342 | |
| | | | | |
| | 500 | | | California Educational Facilities Authority, Revenue Bonds, University of Southern California, Tender Option Bond Trust 3144,
19.602%, 10/01/16 (IF) | | | | | No Opt. Call | | | | Aa1 | | | | 630,420 | |
| | | | | |
| | 1,000 | | | California Health Facilities Financing Authority, Revenue Bonds, Catholic Healthcare West, Series 2009F, 5.625%, 7/01/25 | | | | | 7/19 at 100.00 | | | | A | | | | 1,087,300 | |
| | | | | |
| | 295 | | | California Municipal Finance Authority, Charter School Revenue Bonds, Partnerships to Uplift Communities Project, Series 2012A, 4.750%, 8/01/22 | | | | | No Opt. Call | | | | BB+ | | | | 285,348 | |
| | | | | |
| | 1,300 | | | California Municipal Finance Authority, Revenue Bonds, Eisenhower Medical Center, Series 2010A, 5.500%, 7/01/30 | | | | | 7/20 at 100.00 | | | | Baa2 | | | | 1,310,712 | |
| | | | | |
| | 755 | | | California School Finance Authority, Charter School Revenue Bonds, Coastal Academy Project, Series 2013A, 5.000%, 10/01/33 | | | | | 10/22 at 100.00 | | | | BBB– | | | | 704,060 | |
| | | | | |
| | 1,155 | | | California School Finance Authority, Educational Facility Revenue Bonds, New Designs Charter School Project, Series 2012C, 4.250%, 6/01/17 | | | | | No Opt. Call | | | | BBB– | | | | 1,158,996 | |
| | | | | |
| | 575 | | | California State Public Works Board, Lease Revenue Bonds, Department of Corrections & Rehabilitation, Series 2009H, 5.500%, 11/01/27 | | | | | 11/19 at 100.00 | | | | A2 | | | | 628,774 | |
| | | | | |
| | 450 | | | California State, General Obligation Bonds, Refunding Various Purpose Series 2012B, 0.950%, 5/01/18 | | | | | 11/17 at 100.00 | | | | A1 | | | | 452,718 | |
| | | | | |
| | 1,000 | | | California State, General Obligation Bonds, Various Purpose Series 2009, 6.500%, 4/01/33 | | | | | 4/19 at 100.00 | | | | A1 | | | | 1,171,990 | |
| | | | | |
| | 45 | | | California State, General Obligation Veterans Bonds, Refunding Series 2005CB, 5.050%, 12/01/36 (Alternative Minimum Tax) | | | | | 6/15 at 100.00 | | | | AA | | | | 43,618 | |
| | | | | |
| | 695 | | | California, Various Purpose General Obligation Bonds, Series 1997, 5.625%, 10/01/21 | | | | | 10/13 at 100.00 | | | | AA+ | | | | 701,060 | |
| | | | | |
| | 405 | | | Compton Unified School District, Los Angeles County, California, General Obligation Bonds, 2002 Election, Refunding Series 2006D, 0.000%, 6/01/22 – AMBAC Insured | | | | | No Opt. Call | | | | Aa3 | | | | 264,469 | |
| | | | | |
| | 1,000 | | | Culver City Redevelopment Agency, California, Tax Allocation Revenue Bonds, Redevelopment Project, Capital Appreciation Series 2011A, 0.000%, 11/01/21 | | | | | No Opt. Call | | | | A | | | | 682,990 | |
| | | | | |
| | 1,000 | | | Gilroy Unified School District, Santa Clara County, California, General Obligation Bonds, Series 2009A, 6.000%, 8/01/25 – AGC Insured | | | | | 8/19 at 100.00 | | | | AA– | | | | 1,206,330 | |
| | | | | |
| | | | Golden State Tobacco Securitization Corporation, California, Enhanced Tobacco Settlement Asset-Backed Revenue Bonds, Series 2005A: | | | | | | | | | | | | | | |
| | 30 | | | 4.625%, 6/01/45 | | | | | 6/15 at 100.00 | | | | A2 | | | | 26,816 | |
| | 135 | | | 4.625%, 6/01/45 – RAAI Insured | | | | | 6/15 at 100.00 | | | | A2 | | | | 120,670 | |
| | 200 | | | 5.000%, 6/01/45 | | | | | 6/15 at 100.00 | | | | A2 | | | | 190,216 | |
| | 130 | | | 5.000%, 6/01/45 – AMBAC Insured | | | | | 6/15 at 100.00 | | | | A2 | | | | 123,640 | |
| | | | | |
| | 215 | | | Golden State Tobacco Securitization Corporation, California, Tobacco Settlement Asset-Backed Bonds, Series 2007A-1, 5.000%, 6/01/33 | | | | | 6/17 at 100.00 | | | | B | | | | 175,191 | |
| | | | | |
| | | | Independent Cities Finance Authority, California, Mobile Home Park Revenue Bonds, Rancho Vallecitos Mobile Home Park, Series 2013: | | | | | | | | | | | | | | |
| | 385 | | | 4.500%, 4/15/24 | | | | | 4/23 at 100.00 | | | | BBB | | | | 380,149 | |
| | 400 | | | 4.500%, 4/15/25 | | | | | 4/23 at 100.00 | | | | BBB | | | | 387,580 | |
| | 870 | | | 4.500%, 4/15/27 | | | | | 4/23 at 100.00 | | | | BBB | | | | 823,847 | |
| | | | | |
| | 50 | | | Long Beach Bond Finance Authority, California, Natural Gas Purchase Revenue Bonds, Series 2007A, 5.000%, 11/15/35 | | | | | No Opt. Call | | | | A | | | | 48,477 | |
| | | | | |
| | 1,000 | | | Los Angeles Department of Airports, California, Revenue Bonds, Los Angeles International Airport, Series 2009A, 5.250%, 5/15/29 | | | | | 5/19 at 100.00 | | | | AA | | | | 1,086,890 | |
Portfolio of Investments
Municipal Total Return Managed Accounts Portfolio (continued)
July 31, 2013
| | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | | | Optional Call
Provisions (2) | | | Ratings (3) | | | Value | |
| | | | California (continued) | | | | | | | | | | | | | | |
| | | | | |
| $ | 500 | | | Los Angeles Department of Water and Power, California, Power System Revenue Bonds, Series 2008A-2, 5.250%, 7/01/32 | | | | | 7/18 at 100.00 | | | | AA– | | | $ | 538,820 | |
| | | | | |
| | 750 | | | Los Angeles Regional Airports Improvement Corporation, California, Lease Revenue Refunding Bonds, LAXFUEL Corporation at Los Angeles International Airport, Series 2012, 5.000%, 1/01/22 (Alternative Minimum Tax) | | | | | No Opt. Call | | | | A | | | | 821,078 | |
| | | | | |
| | 1,000 | | | Metropolitan Water District of Southern California, Water Revenue Refunding Bonds, Series 2012B-1, 0.400%, 7/01/27 | | | | | 11/14 at 100.00 | | | | AAA | | | | 999,940 | |
| | | | | |
| | 85 | | | Novato Redevelopment Agency, California, Tax Allocation Bonds, Hamilton Field Redevelopment Project, Series 2011, 6.750%, 9/01/40 | | | | | 9/21 at 100.00 | | | | BBB+ | | | | 91,537 | |
| | | | | |
| | 1,000 | | | Palm Drive Health Care District, Sonoma County, California, Certificates of Participation, Parcel Tax Secured Financing Program, Series 2010, 7.500%, 4/01/35 | | | | | 10/13 at 102.00 | | | | BB | | | | 1,019,840 | |
| | | | | |
| | 2,000 | | | San Francisco Airports Commission, California, Revenue Refunding Bonds, San Francisco International Airport, Second Series 2009D, 3.500%, 5/01/28 | | | | | No Opt. Call | | | | A+ | | | | 1,810,160 | |
| | | | | |
| | 850 | | | San Francisco City and County Public Utilities Commission, California, Water Revenue Bonds, Series 2006A, 5.000%, 11/01/25 – AGM Insured | | | | | 5/16 at 100.00 | | | | AA– | | | | 932,306 | |
| | | | | |
| | 1,925 | | | Santa Clarita Community College District, California, General Obligation Bonds, Series 2013, 3.000%, 8/01/27 | | | | | 8/23 at 100.00 | | | | AA | | | | 1,651,361 | |
| | | | | |
| | 25 | | | Stockton Unified School District, San Joaquin County, California, General Obligation Bonds, Election 2008 Series 2008A, 4.000%, 8/01/15 – AGM Insured | | | | | No Opt. Call | | | | AA– | | | | 26,400 | |
| | | | | |
| | | | Stockton Unified School District, San Joaquin County, California, General Obligation Bonds, Series 2006: | | | | | | | | | | | | | | |
| | 300 | | | 4.250%, 9/01/24 – FGIC Insured | | | | | 9/15 at 100.00 | | | | A | | | | 303,120 | |
| | 50 | | | 4.250%, 9/01/26 – FGIC Insured | | | | | 9/15 at 100.00 | | | | A | | | | 50,086 | |
| | | | | |
| | 500 | | | Twentynine Palms Redevelopment Agency, California, Tax Allocation Bonds, Four Corners Project Area, Series 2011A, 7.400%, 9/01/32 | | | | | 9/21 at 100.00 | | | | BBB+ | | | | 550,500 | |
| | | | | |
| | 750 | | | University of California, Hospital Revenue Bonds, UCLA Medical Center, Series 2004A, 5.250%, 5/15/30 – AMBAC Insured | | | | | 9/13 at 100.00 | | | | N/R | | | | 756,128 | |
| | | | | |
| | 750 | | | Western Municipal Water District Facilities Authority, California, Water Revenue Bonds, Series 2009B, 5.000%, 10/01/34 | | | | | 10/19 at 100.00 | | | | AA+ | | | | 781,020 | |
| | 25,930 | | | Total California | | | | | | | | | | | | | 26,026,362 | |
| | | | Colorado – 2.9% | | | | | | | | | | | | | | |
| | | | | |
| | 1,605 | | | Arapahoe County Water and Wastewater Public Improvement District, Colorado, General Obligation Bonds, Refunding Series 2012, 3.000%, 12/01/29 | | | | | 12/22 at 100.00 | | | | AA– | | | | 1,297,819 | |
| | | | | |
| | 1,845 | | | Colorado Health Facilities Authority, Colorado, Revenue Bonds, National Jewish Medical and Research Center, Series 2012, 5.000%, 1/01/20 | | | | | No Opt. Call | | | | BBB– | | | | 1,991,216 | |
| | | | | |
| | 500 | | | Colorado Health Facilities Authority, Colorado, Revenue Bonds, Valley View Hospital Association, Series 2008, 5.750%, 5/15/36 | | | | | 5/18 at 100.00 | | | | BBB+ | | | | 512,225 | |
| | | | | |
| | 1,635 | | | Colorado Health Facilities Authority, Revenue Bonds, Craig Hospital Project, Series 2012, 5.000%, 12/01/28 (UB) (5) | | | | | No Opt. Call | | | | A– | | | | 1,690,966 | |
| | | | | |
| | 280 | | | Denver City and County, Colorado, Airport System Revenue Bonds, Series 1991D, 7.750%, 11/15/13 – AMBAC Insured | | | | | No Opt. Call | | | | A+ | | | | 285,684 | |
| | | | | |
| | 300 | | | E-470 Public Highway Authority, Colorado, Senior Revenue Bonds, Series 2007B-1, 5.500%, 9/01/24 – NPFG Insured | | | | | 9/15 at 100.00 | | | | A | | | | 319,656 | |
| | | | | |
| | 535 | | | Fitzsimons Village Metropolitan District 1, Aurora, Arapahoe County, Colorado, Tax Increment Public Improvement Fee Supported Revenue Bonds, Series 2010A, 7.500%, 3/01/40 | | | | | 3/20 at 100.00 | | | | N/R | | | | 548,873 | |
| | | | | |
| | 500 | | | Fossil Ridge Metropolitan District 1, Lakewood, Colorado, Tax-Supported Revenue Bonds, Refunding Series 2010, 7.250%, 12/01/40 | | | | | 12/20 at 100.00 | | | | N/R | | | | 502,690 | |
| | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | | | Optional Call
Provisions (2) | | | Ratings (3) | | | Value | |
| | | | Colorado (continued) | | | | | | | | | | | | | | |
| | | | | |
| $ | 1,000 | | | Regional Transportation District, Colorado, Denver Transit Partners Eagle P3 Project Private Activity Bonds, Series 2010, 6.500%, 1/15/30 | | | | | 7/20 at 100.00 | | | | Baa3 | | | $ | 1,114,500 | |
| | | | | |
| | 500 | | | Three Springs Metropolitan District 3, Durango, La Plata County, Colorado, Property Tax Supported Revenue Bonds, Series 2010, 7.750%, 12/01/39 | | | | | 12/20 at 100.00 | | | | N/R | | | | 500,000 | |
| | 8,700 | | | Total Colorado | | | | | | | | | | | | | 8,763,629 | |
| | | | Connecticut – 0.3% | | | | | | | | | | | | | | |
| | | | | |
| | 670 | | | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Yale University, Series 2009, Trust 3363, 13.652%, 7/01/15 (IF) | | | | | No Opt. Call | | | | AAA | | | | 775,679 | |
| | | | Delaware – 0.5% | | | | | | | | | | | | | | |
| | | | | |
| | 1,440 | | | Delaware Economic Development Authority, Revenue Bonds, Newark Charter School, Series 2012, 3.875%, 9/01/22 | | | | | 3/22 at 100.00 | | | | BBB | | | | 1,407,931 | |
| | | | District of Columbia – 0.3% | | | | | | | | | | | | | | |
| | | | | |
| | 450 | | | District of Columbia Tobacco Settlement Corporation, Tobacco Settlement Asset-Backed Bonds, Series 2001, 6.750%, 5/15/40 | | | | | 11/13 at 100.00 | | | | Baa1 | | | | 455,625 | |
| | | | | |
| | 575 | | | District of Columbia, Revenue Bonds, Association of American Medical Colleges, Series 2011A, 5.000%, 10/01/30 | | | | | 10/23 at 100.00 | | | | A+ | | | | 590,652 | |
| | 1,025 | | | Total District of Columbia | | | | | | | | | | | | | 1,046,277 | |
| | | | Florida – 5.5% | | | | | | | | | | | | | | |
| | | | | |
| | | | Atlantic Beach, Florida, Healthcare Facilities Revenue Refunding Bonds, Fleet Landing Project, Series 2013A: | | | | | | | | | | | | | | |
| | 185 | | | 5.000%, 11/15/20 | | | | | No Opt. Call | | | | BBB | | | | 203,426 | |
| | 250 | | | 5.000%, 11/15/21 | | | | | No Opt. Call | | | | BBB | | | | 271,310 | |
| | | | | |
| | 1,440 | | | Bay County, Florida, Educational Facilities Revenue Refunding Bonds, Bay Haven Charter Academy, Inc. Project, Series 2010A, 5.250%, 9/01/30 | | | | | 9/20 at 100.00 | | | | BBB– | | | | 1,332,734 | |
| | | | | |
| | 750 | | | Bay County, Florida, Educational Facilities Revenue Refunding Bonds, Bay Haven Charter Academy, Inc. Project, Series 2013A, 5.000%, 9/01/33 | | | | | 9/23 at 100.00 | | | | BBB– | | | | 663,893 | |
| | | | | |
| | | | Broward County, Florida, Port Facilities Revenue Bonds, Refunding Series 2011B: | | | | | | | | | | | | | | |
| | 1,000 | | | 5.000%, 9/01/23 – AGM Insured (Alternative Minimum Tax) | | | | | 9/21 at 100.00 | | | | AA– | | | | 1,104,290 | |
| | 1,130 | | | 4.625%, 9/01/27 – AGM Insured (Alternative Minimum Tax) | | | | | 9/21 at 100.00 | | | | AA– | | | | 1,108,372 | |
| | | | | |
| | | | Broward County, Florida, Fuel System Revenue Bonds, Fort Lauderdale Fuel Facilities LLC Project, Series 2013A: | | | | | | | | | | | | | | |
| | 700 | | | 5.000%, 4/01/25 – AGM Insured (Alternative Minimum Tax) | | | | | 4/23 at 100.00 | | | | AA– | | | | 739,956 | |
| | 475 | | | 5.000%, 4/01/38 – AGM Insured (Alternative Minimum Tax) | | | | | 4/23 at 100.00 | | | | AA– | | | | 458,646 | |
| | | | | |
| | 230 | | | Florida Housing Finance Corporation, Homeowner Mortgage Revenue Bonds, Series 2008-1, 6.450%, 1/01/39 (Alternative Minimum Tax) | | | | | 7/17 at 100.00 | | | | AA+ | | | | 253,076 | |
| | | | | |
| | 2,000 | | | Florida Ports Financing Commission, Revenue Bonds, State Transportation Trust Fund, Refunding Series 2011B, 5.125%, 6/01/27 (Alternative Minimum Tax) | | | | | 6/21 at 100.00 | | | | AA+ | | | | 2,144,360 | |
| | | | | |
| | 885 | | | Gulf Breeze, Florida, Revenue Improvement Non-Ad Valorem Bonds, Series 2007, 5.000%, 12/01/32 – AMBAC Insured | | | | | 12/17 at 100.00 | | | | N/R | | | | 842,777 | |
| | | | | |
| | 625 | | | Jacksonville Port Authority, Florida, Revenue Bonds, Refunding Series 2012, 4.500%, 11/01/32 (Alternative Minimum Tax) | | | | | 11/22 at 100.00 | | | | A2 | | | | 564,381 | |
| | | | | |
| | 2,000 | | | Hillsborough County, Florida, Solid Waste and Resource Recovery Revenue Bonds, Series 2006A, 5.000%, 9/01/25 – AMBAC Insured (Alternative Minimum Tax) | | | | | 9/16 at 100.00 | | | | AA | | | | 2,079,600 | |
| | | | | |
| | 2,000 | | | Lee County Industrial Development Authority, Florida, Charter School Revenue Bonds, Lee County Community Charter Schools, Series 2012A, 5.000%, 6/15/24 | | | | | 6/22 at 100.00 | | | | BB | | | | 1,936,320 | |
| | | | | |
| | 1,000 | | | Miami-Dade County Health Facility Authority, Florida, Hospital Revenue Bonds, Miami Children’s Hospital, Series 2010A, 5.250%, 8/01/21 | | | | | 8/20 at 100.00 | | | | A | | | | 1,112,470 | |
| | | | | |
| | 500 | | | Miami-Dade County School Board, Florida, Certificates of Participation, Series 2008B, 5.250%, 5/01/31 – AGC Insured | | | | | 5/18 at 100.00 | | | | AA– | | | | 525,460 | |
Portfolio of Investments
Municipal Total Return Managed Accounts Portfolio (continued)
July 31, 2013
| | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | | | Optional Call
Provisions (2) | | | Ratings (3) | | | Value | |
| | | | Florida (continued) | | | | | | | | | | | | | | |
| | | | | |
| $ | 1,030 | | | Orange County Health Facilities Authority, Florida, Hospital Revenue Bonds, Orlando Health, Inc., Series 2012B, 4.000%, 10/01/42 | | | | | 4/22 at 100.00 | | | | A | | | $ | 935,147 | |
| | | | | |
| | 400 | | | Sanibel, Florida, General Obligation Bonds, Series 2006, 4.350%, 2/01/36 – AMBAC Insured | | | | | 8/16 at 100.00 | | | | N/R | | | | 378,876 | |
| | | | | |
| | 110 | | | The City of Miami, Florida, Special Revenue Refunding Bonds, Series 1987, 0.000%, 1/01/15 – NPFG Insured | | | | | No Opt. Call | | | | A | | | | 105,170 | |
| | | | | |
| | 5 | | | Tolomato Community Development District, Florida, Special Assessment Bonds, Convertible, Capital Appreciation, Series 2012A-2, 0.000%, 5/01/39 | | | | | 5/17 at 100.00 | | | | N/R | | | | 3,705 | |
| | | | | |
| | 15 | | | Tolomato Community Development District, Florida, Special Assessment Bonds, Convertible, Capital Appreciation, Series 2012A-3, 0.000%, 5/01/40 | | | | | 5/19 at 100.00 | | | | N/R | | | | 9,069 | |
| | | | | |
| | 10 | | | Tolomato Community Development District, Florida, Special Assessment Bonds, Convertible, Capital Appreciation, Series 2012A-4,
0.000%, 5/01/40 | | | | | 5/22 at 100.00 | | | | N/R | | | | 4,484 | |
| | | | | |
| | 5 | | | Tolomato Community Development District, Florida, Special Assessment Bonds, Hope Note, Series 2007-3, 6.375%, 5/01/17 (6) | | | | | No Opt. Call | | | | N/R | | | | — | |
| | | | | |
| | 5 | | | Tolomato Community Development District, Florida, Special Assessment Bonds, Non Performing Parcel Series 2007-1. RMKT, 6.375%, 5/01/17 (6) | | | | | No Opt. Call | | | | N/R | | | | 3,733 | |
| | | | | |
| | 15 | | | Tolomato Community Development District, Florida, Special Assessment Bonds, Refunding Series 2012A-1, 6.375%, 5/01/17 | | | | | No Opt. Call | | | | N/R | | | | 14,377 | |
| | | | | |
| | 35 | | | Tolomato Community Development District, Florida, Special Assessment Bonds, Southern/Forbearance Parcel Series 2007-2, 6.375%, 5/01/17 (6) | | | | | No Opt. Call | | | | N/R | | | | 14,344 | |
| | 16,800 | | | Total Florida | | | | | | | | | | | | | 16,809,976 | |
| | | | Georgia – 1.2% | | | | | | | | | | | | | | |
| | | | | |
| | 1,155 | | | Athens-Clarke County Unified Government Development Authority, Georgia, Revenue Bonds, University of Georgia Athletic Association Project, Series 2011, 5.250%, 7/01/28 | | | | | 7/21 at 100.00 | | | | Aa3 | | | | 1,240,747 | |
| | | | | |
| | 650 | | | Atlanta Development Authority, Georgia, Educational Facilities Revenue Bonds, Science Park LLC Project, Series 2007, 5.250%, 7/01/27 | | | | | 7/17 at 100.00 | | | | Aa3 | | | | 693,778 | |
| | | | | |
| | 500 | | | La Grange-Troup County Hospital Authority, Georgia, Revenue Anticipation Certificates, Series 2008A, 5.500%, 7/01/38 | | | | | 7/18 at 100.00 | | | | Aa2 | | | | 523,610 | |
| | | | | |
| | 750 | | | Private Colleges and Universities Authority, Georgia, Revenue Bonds, Emory University, Series 2008C, 5.000%, 9/01/38 | | | | | 9/18 at 100.00 | | | | AA+ | | | | 766,125 | |
| | | | | |
| | 530 | | | Tift County Hospital Authority, Georgia, Revenue Anticipation Certificates Series 2012, 5.000%, 12/01/38 | | | | | No Opt. Call | | | | AA– | | | | 529,963 | |
| | 3,585 | | | Total Georgia | | | | | | | | | | | | | 3,754,223 | |
| | | | Guam – 1.2% | | | | | | | | | | | | | | |
| | | | | |
| | 1,000 | | | Guam Government Waterworks Authority, Water and Wastewater System Revenue Bonds, Series 2010, 4.500%, 7/01/18 | | | | | No Opt. Call | | | | Ba2 | | | | 991,060 | |
| | | | | |
| | | | Guam Government, General Obligation Bonds, 2009 Series A: | | | | | | | | | | | | | | |
| | 215 | | | 5.750%, 11/15/14 | | | | | No Opt. Call | | | | B+ | | | | 219,257 | |
| | 1,515 | | | 6.000%, 11/15/19 | | | | | No Opt. Call | | | | B+ | | | | 1,567,677 | |
| | | | | |
| | 500 | | | Guam International Airport Authority, Revenue Bonds, Series 2003C, 5.375%, 10/01/19 – NPFG Insured (Alternative Minimum Tax) | | | | | 10/13 at 100.00 | | | | A | | | | 501,475 | |
| | | | | |
| | 235 | | | Guam Power Authority, Revenue Bonds, Series 2012A, 5.000%, 10/01/34 | | | | | 10/22 at 100.00 | | | | BBB | | | | 228,115 | |
| | 3,465 | | | Total Guam | | | | | | | | | | | | | 3,507,584 | |
| | | | Hawaii – 0.7% | | | | | | | | | | | | | | |
| | | | | |
| | 600 | | | Hawaii Department of Budget and Finance, Special Purpose Revenue Bonds, Hawaii Pacific University, Series 2013A, 6.250%, 7/01/27 | | | | | 7/23 at 100.00 | | | | N/R | | | | 596,658 | |
| | | | | |
| | 1,500 | | | Hawaii Department of Budget and Finance, Special Purpose Revenue Bonds, Hawaiian Electric Company Inc., Refunding Series 2007B, 4.600%, 5/01/26 – FGIC Insured (Alternative Minimum Tax) | | | | | 3/17 at 100.00 | | | | Baa1 | | | | 1,445,190 | |
| | 2,100 | | | Total Hawaii | | | | | | | | | | | | | 2,041,848 | |
| | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | | | Optional Call
Provisions (2) | | | Ratings (3) | | | Value | |
| | | | Idaho – 1.1% | | | | | | | | | | | | | | |
| | | | | |
| $ | 750 | | | Boise-Kuna Irrigation District, Ada and Canyon Counties, Idaho, Arrowrock Hydroelectric Project Revenue Bonds, Series 2008, 7.375%, 6/01/34 | | | | | 6/18 at 100.00 | | | | A3 | | | $ | 828,278 | |
| | | | | |
| | 1,000 | | | Idaho Housing and Finance Association, Economic Development Facilities Recovery Zone Revenue Bonds, TDF Facilities Project, Series 2010A, 6.500%, 2/01/26 | | | | | 2/21 at 100.00 | | | | A | | | | 1,066,790 | |
| | | | | |
| | 15 | | | Idaho Housing and Finance Association, Single Family Mortgage Revenue Bonds, Series 2008A-1, 6.250%, 7/01/38 (Alternative Minimum Tax) | | | | | 1/17 at 100.00 | | | | AAA | | | | 15,185 | |
| | | | | |
| | | | Idaho Water Resource Board, Water Resource Loan Program Revenue, Ground Water Rights Mitigation Series 2012A: | | | | | | | | | | | | | | |
| | 430 | | | 4.750%, 9/01/25 | | | | | 9/22 at 100.00 | | | | Baa1 | | | | 432,503 | |
| | 1,070 | | | 4.600%, 9/01/27 | | | | | 9/22 at 100.00 | | | | Baa1 | | | | 1,023,166 | |
| | 3,265 | | | Total Idaho | | | | | | | | | | | | | 3,365,922 | |
| | | | Illinois – 7.7% | | | | | | | | | | | | | | |
| | | | | |
| | 1,000 | | | Berwyn, Illinois, General Obligation Bonds, Refunding Series 2004, 5.000%, 12/01/13 – AMBAC Insured | | | | | No Opt. Call | | | | N/R | | | | 1,012,950 | |
| | | | | |
| | 1,000 | | | Bourbonnais, Illinois, Industrial Project Revenue Bonds, Olivet Nazarene University Project, Series 2010, 6.000%, 11/01/35 | | | | | 11/20 at 100.00 | | | | BBB | | | | 1,045,870 | |
| | | | | |
| | 1,500 | | | Bourbonnais, Illinois, Industrial Project Revenue Bonds, Olivet Nazarene University Project, Series 2013, 5.500%, 11/01/42 | | | | | 5/23 at 100.00 | | | | BBB | | | | 1,447,395 | |
| | | | | |
| | 750 | | | Chicago, Illinois, General Airport Revenue Bonds, O’Hare International Airport, Senior Lien Refunding Series 2012A, 4.000%, 1/01/32 (Alternative Minimum Tax) | | | | | 1/22 at 100.00 | | | | A2 | | | | 646,545 | |
| | | | | |
| | 2,395 | | | Cook County Forest Preserve District, Illinois, General Obligation Bonds, Limited Tax Project & Refunding Series 2012B, 5.000%, 12/15/32 | | | | | 6/22 at 100.00 | | | | AA | | | | 2,476,358 | |
| | | | | |
| | 500 | | | Cook County, Illinois, Recovery Zone Facility Revenue Bonds, Navistar International Corporation Project, Series 2010, 6.500%, 10/15/40 | | | | | 10/20 at 100.00 | | | | B3 | | | | 513,220 | |
| | | | | |
| | 1,000 | | | Illinois Finance Authority, Charter School Revenue Bonds, Uno Charter School Network, Refunding and Improvement Series 2011A, 6.875%, 10/01/31 | | | | | 10/21 at 100.00 | | | | BBB– | | | | 1,110,740 | |
| | | | | |
| | 360 | | | Illinois Finance Authority, Revenue Bonds, Centegra Health System, Tender Option Bond Trust 1122, 17.071%, 9/01/32 (IF) (5) | | | | | 9/22 at 100.00 | | | | A– | | | | 340,049 | |
| | | | | |
| | 750 | | | Illinois Finance Authority, Revenue Bonds, Children’s Memorial Hospital, Series 2008B, 5.500%, 8/15/21 | | | | | 8/18 at 100.00 | | | | AA– | | | | 824,430 | |
| | | | | |
| | 650 | | | Illinois Finance Authority, Revenue Bonds, Elmhurst Memorial Healthcare, Series 2008A, 5.625%, 1/01/37 | | | | | 1/18 at 100.00 | | | | Baa2 | | | | 681,090 | |
| | | | | |
| | 960 | | | Illinois Finance Authority, Revenue Bonds, OSF Healthcare System, Refunding Series 2010A, 6.000%, 5/15/39 | | | | | 5/20 at 100.00 | | | | A | | | | 1,036,080 | |
| | | | | |
| | 150 | | | Illinois Finance Authority, Revenue Bonds, Palos Community Hospital, Series 2007A, 5.000%, 5/15/35 – NPFG Insured | | | | | 5/17 at 100.00 | | | | AA– | | | | 148,320 | |
| | | | | |
| | 1,205 | | | Illinois Finance Authority, Revenue Bonds, Riverside Health System, Series 2013, 5.000%, 11/15/29 | | | | | 11/22 at 100.00 | | | | A+ | | | | 1,223,256 | |
| | | | | |
| | 700 | | | Illinois Finance Authority, Revenue Refunding Bonds, Silver Cross Hospital and Medical Centers, Series 2008A, 6.000%, 8/15/23 | | | | | 8/18 at 100.00 | | | | BBB+ | | | | 765,184 | |
| | | | | |
| | 25 | | | Illinois Health Facilities Authority, Revenue Bonds, Silver Cross Hospital and Medical Centers, Series 1999, 5.500%, 8/15/19 | | | | | 10/13 at 100.00 | | | | BBB– | | | | 25,038 | |
| | | | | |
| | 665 | | | Illinois Health Facilities Authority, Revenue Refunding Bonds, Elmhurst Memorial Healthcare, Series 2002, 6.250%, 1/01/17 | | | | | 10/13 at 100.00 | | | | Baa2 | | | | 667,653 | |
| | | | | |
| | 420 | | | Illinois Toll Highway Authority, Toll Highway Revenue Bonds, Tender Option Bond Trust 4304, 18.067%, 1/01/21 (IF) (5) | | | | | No Opt. Call | | | | AA– | | | | 443,881 | |
| | | | | |
| | | | Quad Cities Regional Economic Development Authority, Illinois, Revenue Bonds, Augustana College, Series 2012: | | | | | | | | | | | | | | |
| | 400 | | | 4.000%, 10/01/19 | | | | | No Opt. Call | | | | Baa1 | | | | 422,988 | |
| | 170 | | | 4.000%, 10/01/22 | | | | | No Opt. Call | | | | Baa1 | | | | 172,934 | |
Portfolio of Investments
Municipal Total Return Managed Accounts Portfolio (continued)
July 31, 2013
| | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | | | Optional Call
Provisions (2) | | | Ratings (3) | | | Value | |
| | | | Illinois (continued) | | | | | | | | | | | | | | |
| | | | | |
| $ | 230 | | | Regional Transportation Authority, Cook, DuPage, Kane, Lake, McHenry and Will Counties, Illinois, General Obligation Bonds, Series 1991, 6.700%, 11/01/21 – FGIC Insured | | | | | No Opt. Call | | | | AA | | | $ | 268,537 | |
| | | | | |
| | 3,100 | | | Regional Transportation Authority, Cook, DuPage, Kane, Lake, McHenry and Will Counties, Illinois, General Obligation Bonds, Series 2002A, 6.000%, 7/01/29 – NPFG Insured | | | | | No Opt. Call | | | | AA | | | | 3,605,021 | |
| | | | | |
| | 2,050 | | | Saint Charles, Illinois, General Obligation Bonds, Series 2012A, 3.250%, 12/01/32 | | | | | 12/22 at 100.00 | | | | Aa1 | | | | 1,622,042 | |
| | | | | |
| | 750 | | | Southwestern Illinois Development Authority, Local Government Program Bonds, St. Clair County Community Unit School District 19 Mascoutah, Series 2009, 5.750%, 2/01/29 – AGC Insured | | | | | 2/19 at 100.00 | | | | AA– | | | | 849,630 | |
| | | | | |
| | | | St Clair County, Illinois, Highway Revenue Bonds, Series 2013A: | | | | | | | | | | | | | | |
| | 1,500 | | | 4.250%, 1/01/38 | | | | | 1/23 at 100.00 | | | | AA– | | | | 1,278,315 | |
| | 825 | | | 5.500%, 1/01/38 | | | | | 1/23 at 100.00 | | | | AA– | | | | 832,194 | |
| | 23,055 | | | Total Illinois | | | | | | | | | | | | | 23,459,720 | |
| | | | Indiana – 2.1% | | | | | | | | | | | | | | |
| | | | | |
| | 750 | | | Columbus, Indiana, General Obligation Bonds, Series 2009, 4.500%, 7/15/23 | | | | | 7/19 at 100.00 | | | | N/R | | | | 795,165 | |
| | | | | |
| | 1,000 | | | Fishers Redevelopment District, Indiana, General Obligation Bonds, Saxony Project Series 2009, 5.250%, 7/15/34 | | | | | 1/20 at 100.00 | | | | AA | | | | 1,038,760 | |
| | | | | |
| | 830 | | | Hendricks County, Indiana, Redevelopment District Tax Increment Revenue Bonds, Refunding Series 2010B, 6.450%, 1/01/23 | | | | | 1/16 at 100.00 | | | | Baa2 | | | | 851,074 | |
| | | | | |
| | 1,500 | | | Indiana Finance Authority, Educational Facilities Refunding Revenue Bonds, Butler University Project, Series 2012A, 5.000%, 2/01/25 | | | | | 2/22 at 100.00 | | | | BBB+ | | | | 1,572,180 | |
| | | | | |
| | 525 | | | Indiana Finance Authority, Educational Facilities Revenue Bonds, Drexel Foundation For Educational Excellence, Inc., Series 2009A, 7.000%, 10/01/39 | | | | | 10/19 at 100.00 | | | | BB– | | | | 548,651 | |
| | | | | |
| | 460 | | | Indiana Finance Authority, Private Activity Bonds, Ohio River Bridges East End Crossing Project, Series 2013B, 5.000%, 1/01/19 (Alternative Minimum Tax) | | | | | 1/17 at 100.00 | | | | BBB | | | | 497,660 | |
| | | | | |
| | 900 | | | Indiana Health Facility Financing Authority, Hospital Revenue Bonds, Union Hospital, Series 1993, 5.125%, 9/01/18 – NPFG Insured | | | | | 10/13 at 100.00 | | | | Baa1 | | | | 903,267 | |
| | | | | |
| | 250 | | | Merrillville Multi-School Building Corporation, Lake County, Indiana, First Mortgage Revenue Bonds, Series 2008, 5.250%, 7/15/22 | | | | | 1/18 at 100.00 | | | | AA+ | | | | 283,603 | |
| | 6,215 | | | Total Indiana | | | | | | | | | | | | | 6,490,360 | |
| | | | Iowa – 0.9% | | | | | | | | | | | | | | |
| | | | | |
| | | | Des Moines Airport Authority, Iowa, Revenue Bonds, Refunding Capital Loan Notes Series 2012: | | | | | | | | | | | | | | |
| | 1,000 | | | 5.000%, 6/01/27 (Alternative Minimum Tax) | | | | | 6/22 at 100.00 | | | | A2 | | | | 1,025,180 | |
| | 1,000 | | | 5.000%, 6/01/28 (Alternative Minimum Tax) | | | | | 6/22 at 100.00 | | | | A2 | | | | 1,016,360 | |
| | | | | |
| | 745 | | | Des Moines, Iowa, Aviation System Revenue Bonds, Refunding Capital Loan Notes Series 2010B, 5.750%, 6/01/33 – AGM Insured (Alternative Minimum Tax) | | | | | 6/20 at 100.00 | | | | AA– | | | | 792,904 | |
| | 2,745 | | | Total Iowa | | | | | | | | | | | | | 2,834,444 | |
| | | | Kansas – 0.6% | | | | | | | | | | | | | | |
| | | | | |
| | 1,240 | | | Kansas Development Finance Authority, Health Facilities Revenue Bonds, KU Health System, Series 2011H, 5.375%, 3/01/30 | | | | | 3/20 at 100.00 | | | | A+ | | | | 1,285,806 | |
| | | | | |
| | 500 | | | Kansas State Independent College Finance Authority, Revenue Anticipation Notes, Ottawa University, Private Education Short-Term Loan Program, Series 2013C, 4.250%, 5/01/14 | | | | | No Opt. Call | | | | N/R | | | | 502,795 | |
| | 1,740 | | | Total Kansas | | | | | | | | | | | | | 1,788,601 | |
| | | | Kentucky – 0.7% | | | | | | | | | | | | | | |
| | | | | |
| | 1,570 | | | Pikeville, Kentucky, Hospital Revenue Bonds, Pikeville Medical Center, Inc. Project, Improvement and Refunding Series 2011, 5.250%, 3/01/19 | | | | | No Opt. Call | | | | A3 | | | | 1,749,639 | |
| | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | | | Optional Call
Provisions (2) | | | Ratings (3) | | | Value | |
| | | | Kentucky (continued) | | | | | | | | | | | | | | |
| | | | | |
| $ | 500 | | | Warren County, Kentucky, Hospital Refunding Revenue Bonds, Bowling Green-Warren County Community Hospital Corporation, Series 2013, 5.000%, 4/01/35 | | | | | 4/23 at 100.00 | | | | A | | | $ | 497,020 | |
| | 2,070 | | | Total Kentucky | | | | | | | | | | | | | 2,246,659 | |
| | | | Louisiana – 2.9% | | | | | | | | | | | | | | |
| | | | | |
| | 870 | | | Caddo Parish Parishwide School District, Louisiana, General Obligation Bonds, Refunding Series 2013, 3.000%, 3/01/30 | | | | | No Opt. Call | | | | AA– | | | | 705,840 | |
| | | | | |
| | 1,000 | | | Lafayette Public Trust Financing Authority, Louisiana, Revenue Bonds, Ragin’ Cajun Facilities Inc. Project, Refunding Series 2012, 3.625%, 10/01/29 – AGM Insured | | | | | 10/22 at 100.00 | | | | AA– | | | | 886,370 | |
| | | | | |
| | | | Lafayette Public Trust Financing Authority, Louisiana, Revenue Bonds, South Louisiana Facilities Corporation Project, Refunding Series 2012: | | | | | | | | | | | | | | |
| | 1,070 | | | 3.000%, 10/01/24 | | | | | 10/22 at 100.00 | | | | AA– | | | | 981,853 | |
| | 1,085 | | | 3.125%, 10/01/25 | | | | | 10/22 at 100.00 | | | | AA– | | | | 989,151 | |
| | | | | |
| | 970 | | | Lafourche Parish, Louisiana, Road Revenue Bonds, Series 2005, 4.500%, 1/01/25 (Pre-refunded 1/01/15) – RAAI Insured | | | | | 1/15 at 100.00 | | | | N/R (4) | | | | 1,025,057 | |
| | | | | |
| | 835 | | | Louisiana Public Facilities Authority, Revenue Bonds, Archdiocese of New Orleans, Series 2007, 5.000%, 7/01/16 – CIFG Insured | | | | | No Opt. Call | | | | N/R | | | | 907,979 | |
| | | | | |
| | 50 | | | Louisiana Public Facilities Authority, Revenue Bonds, Ochsner Clinic Foundation Project, Series 2011, 6.375%, 5/15/31 | | | | | 5/21 at 100.00 | | | | Baa1 | | | | 54,740 | |
| | | | | |
| | 1,315 | | | New Orleans, Louisiana, Water Revenue Bonds, Series 2002,
5.000%, 12/01/16 – FGIC Insured | | | | | 10/13 at 100.00 | | | | BBB | | | | 1,318,682 | |
| | | | | |
| | 2,000 | | | Tobacco Settlement Financing Corporation, Louisiana, Tobacco Settlement Asset-Backed Refunding Bonds, Series 2013A, 5.500%, 5/15/30 | | | | | 5/20 at 100.00 | | | | A– | | | | 2,073,100 | |
| | 9,195 | | | Total Louisiana | | | | | | | | | | | | | 8,942,772 | |
| | | | Maine – 0.6% | | | | | | | | | | | | | | |
| | | | | |
| | 830 | | | Maine State Housing Authority, Single Family Mortgage Purchase Bonds, Series 2012A-1, 4.000%, 11/15/24 – AGM Insured (Alternative Minimum Tax) | | | | | 11/21 at 100.00 | | | | AA+ | | | | 853,124 | |
| | | | | |
| | 1,000 | | | Maine State Housing Authority, Single Family Mortgage Purchase Bonds, Series 2012A-2, 3.600%, 11/15/26 | | | | | 11/21 at 100.00 | | | | AA+ | | | | 967,440 | |
| | 1,830 | | | Total Maine | | | | | | | | | | | | | 1,820,564 | |
| | | | Maryland – 2.9% | | | | | | | | | | | | | | |
| | | | | |
| | 845 | | | Anne Arundel County, Maryland, Economic Development Revenue Bonds, Community College Project, Refunding Series 2012, 4.000%, 9/01/21 | | | | | No Opt. Call | | | | A2 | | | | 905,857 | |
| | | | | |
| | 1,000 | | | Baltimore County, Maryland, General Obligation Bonds, Consolidated Public Improvement, Series 2012, 3.000%, 8/01/27 | | | | | No Opt. Call | | | | AAA | | | | 913,170 | |
| | | | | |
| | | | Baltimore, Maryland, Senior Lien Convention Center Hotel Revenue Bonds, Series 2006A: | | | | | | | | | | | | | | |
| | 375 | | | 5.250%, 9/01/19 – SYNCORA GTY Insured | | | | | 9/16 at 100.00 | | | | BB+ | | | | 389,505 | |
| | 140 | | | 5.250%, 9/01/39 – SYNCORA GTY Insured | | | | | 9/16 at 100.00 | | | | BB+ | | | | 128,475 | |
| | | | | |
| | 500 | | | Maryland Health and Higher Educational Facilities Authority, Revenue Bonds, Adventist Healthcare, Series 2011A, 6.125%, 1/01/36 | | | | | 1/22 at 100.00 | | | | Baa2 | | | | 541,270 | |
| | | | | |
| | 2,000 | | | Maryland Health and Higher Educational Facilities Authority, Revenue Bonds, Medstar Health Issue, Series 2013B, 5.000%, 8/15/33 | | | | | 8/23 at 100.00 | | | | A2 | | | | 2,000,740 | |
| | | | | |
| | | | Maryland Health and Higher Educational Facilities Authority, Revenue Bonds, Mercy Medical Center, Series 2012: | | | | | | | | | | | | | | |
| | 1,000 | | | 5.000%, 7/01/25 | | | | | 7/22 at 100.00 | | | | BBB | | | | 1,054,770 | |
| | 1,000 | | | 5.000%, 7/01/26 | | | | | 7/22 at 100.00 | | | | BBB | | | | 1,041,960 | |
| | | | | |
| | 1,000 | | | Montgomery County, Maryland, Consolidated General Obligation Public Improvement Bonds, Series 2012A, 3.000%, 11/01/28 | | | | | No Opt. Call | | | | AAA | | | | 900,460 | |
| | | | | |
| | 1,000 | | | Prince George’s County, Maryland, General Obligation Consolidated Public Improvement Bonds, Refunding Series 2013B, 3.000%, 3/01/26 | | | | | 3/23 at 100.00 | | | | AAA | | | | 947,010 | |
| | 8,860 | | | Total Maryland | | | | | | | | | | | | | 8,823,217 | |
Portfolio of Investments
Municipal Total Return Managed Accounts Portfolio (continued)
July 31, 2013
| | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | | | Optional Call
Provisions (2) | | | Ratings (3) | | | Value | |
| | | | Massachusetts – 1.8% | | | | | | | | | | | | | | |
| | | | | |
| $ | 1,000 | | | Massachusetts Development Finance Agency, Revenue Bonds, The Broad Institute, Series 2011A, 5.000%, 4/01/31 | | | | | 4/21 at 100.00 | | | | AA– | | | $ | 1,028,790 | |
| | | | | |
| | 750 | | | Massachusetts Development Finance Agency, Revenue Bonds, The Sabis International Charter School, Series 2009A, 8.000%, 4/15/31 | | | | | 10/19 at 100.00 | | | | BBB | | | | 867,450 | |
| | | | | |
| | 1,085 | | | Massachusetts Educational Financing Authority, Educational Loan Revenue, Series 2012J, 5.000%, 7/01/18 (Alternative Minimum Tax) | | | | | No Opt. Call | | | | AA | | | | 1,196,820 | |
| | | | | |
| | 300 | | | Massachusetts Health and Educational Facilities Authority Revenue Bonds, Quincy Medical Center Issue, Series 2008A, 6.250%, 1/15/28 (6) | | | | | 1/18 at 100.00 | | | | N/R | | | | 1,173 | |
| | | | | |
| | 535 | | | Massachusetts Health and Educational Facilities Authority, Revenue Bonds, Harvard University, Tender Option Bond Trust 2010-20W, 13.591%, 12/15/34 (IF) (5) | | | | | 12/19 at 100.00 | | | | AAA | | | | 635,767 | |
| | | | | |
| | 1,675 | | | Massachusetts State, General Obligation Bonds, Refunding Series 2012A, 0.530%, 2/01/16 | | | | | 08/15 at 100.00 | | | | AA+ | | | | 1,662,488 | |
| | 5,345 | | | Total Massachusetts | | | | | | | | | | | | | 5,392,488 | |
| | | | Michigan – 0.9% | | | | | | | | | | | | | | |
| | | | | |
| | 1,000 | | | Garden City Hospital Finance Authority, Michigan, Revenue Bonds, Garden City Hospital Obligated Group, Series 2007A, 4.875%, 8/15/27 | | | | | 8/17 at 100.00 | | | | N/R | | | | 889,880 | |
| | | | | |
| | 400 | | | Michigan Finance Authority, Hospital Revenue Bonds, Holland Community Hospital, Refunding Series 2013A, 5.000%, 1/01/33 | | | | | 1/23 at 100.00 | | | | A+ | | | | 405,836 | |
| | | | | |
| | 500 | | | Michigan Finance Authority, Public School Academy Limited Obligation Revenue Bonds, Voyageur Academy Project, Series 2011, 7.750%, 7/15/26 | | | | | 7/21 at 100.00 | | | | BB | | | | 505,460 | |
| | | | | |
| | 750 | | | Michigan Higher Education Facilities Authority, Limited Obligation Revenue Bonds, Alma College Project, Series 2008, 5.500%, 6/01/28 | | | | | 6/18 at 100.00 | | | | Baa1 | | | | 771,375 | |
| | | | | |
| | 300 | | | Michigan Tobacco Settlement Finance Authority, Tobacco Settlement Asset-Backed Revenue Bonds, Series 2008A, 6.875%, 6/01/42 | | | | | 6/18 at 100.00 | | | | BB– | | | | 289,944 | |
| | 2,950 | | | Total Michigan | | | | | | | | | | | | | 2,862,495 | |
| | | | Minnesota – 0.3% | | | | | | | | | | | | | | |
| | | | | |
| | 1,165 | | | Sauk Rapids, Minnesota, Health Care and Housing Facilities Revenue Bonds, Good Shepherd Lutheran Home, Refunding Series 2013, 4.000%, 1/01/24 | | | | | 1/23 at 100.00 | | | | N/R | | | | 1,073,489 | |
| | | | Mississippi – 1.1% | | | | | | | | | | | | | | |
| | | | | |
| | 1,500 | | | Jackson County, Mississippi, Certificates of Participation, Correctional Facility Project, Series 2012, 3.375%, 7/01/29 | | | | | 7/22 at 100.00 | | | | AA– | | | | 1,235,310 | |
| | | | | |
| | 750 | | | Medical Center Educational Building Corporation, Revenue Bonds, University of Mississippi Medical Center Facilities Expansion and Renovation Project, Series 2012A, 5.000%, 6/01/41 | | | | | 6/22 at 100.00 | | | | Aa2 | | | | 766,065 | |
| | | | | |
| | 1,190 | | | Mississippi Development Bank, Special Obligation Bonds, Harrison County, Mississippi Highway Refunding Project, Series 2013A, 5.000%, 1/01/26 | | | | | No Opt. Call | | | | AA– | | | | 1,311,047 | |
| | 3,440 | | | Total Mississippi | | | | | | | | | | | | | 3,312,422 | |
| | | | Missouri – 1.8% | | | | | | | | | | | | | | |
| | | | | |
| | 1,000 | | | Carroll County Public Water Supply District 1, Missouri, Water System Revenue Bonds, Refunding Series 2009, 5.625%, 3/01/34 | | | | | 3/18 at 100.00 | | | | A | | | | 1,041,460 | |
| | | | | |
| | 900 | | | Hannibal Industrial Development Authority, Missouri, Health Facilities Refunding Revenue Bonds, Hannibal Regional Hospital, Refunding Series 2010, 5.500%, 9/01/20 | | | | | 9/13 at 100.00 | | | | BBB+ | | | | 919,134 | |
| | | | | |
| | 1,000 | | | Missouri Development Finance Board, Independence, Infrastructure Facilities Revenue Bonds, Water System Improvement Projects, Series 2009C, 5.750%, 11/01/29 | | | | | 11/14 at 100.00 | | | | A– | | | | 1,041,160 | |
| | | | | |
| | 500 | | | Missouri State Board of Public Building, Special Obligation Bonds, Refunding Series 2012A, 3.000%, 10/01/26 | | | | | 10/20 at 100.00 | | | | AA+ | | | | 456,775 | |
| | | | | |
| | 287 | | | Saint Louis, Missouri, Tax Increment Financing Revenue Notes, Marquette Building Redevelopment Project, Series 2008-A, 6.500%, 1/23/28 | | | | | No Opt. Call | | | | N/R | | | | 196,515 | |
| | | | | |
| | 1,500 | | | Sikeston, Missouri, Electric System Revenue Refunding Bonds, Series 2012, 5.000%, 6/01/18 | | | | | No Opt. Call | | | | BBB+ | | | | 1,676,715 | |
| | 5,187 | | | Total Missouri | | | | | | | | | | | | | 5,331,759 | |
| | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | | | Optional Call
Provisions (2) | | | Ratings (3) | | | Value | |
| | | | Nebraska – 0.2% | | | | | | | | | | | | | | |
| | | | | |
| $ | 500 | | | Douglas County Hospital Authority 2, Nebraska, Health Facilities Revenue Refunding Bonds, Children’s Hospital Obligated Group, Series 2008B, 6.125%, 8/15/31 | | | | | 8/17 at 100.00 | | | | A2 | | | $ | 527,800 | |
| | | | Nevada – 0.3% | | | | | | | | | | | | | | |
| | | | | |
| | 1,000 | | | Nevada State, General Obligation Bonds, Municipal Bond Bank Projects 84, 85 & 86, Series 2013A, 3.000%, 8/01/27 | | | | | 8/22 at 100.00 | | | | AA+ | | | | 855,610 | |
| | | | | |
| | 100 | | | Sparks Local Improvement District 3, Legends at Sparks Marina, Nevada, Limited Obligation Improvement Bonds, Series 2008, 6.750%, 9/01/27 | | | | | 9/18 at 100.00 | | | | N/R | | | | 100,247 | |
| | 1,100 | | | Total Nevada | | | | | | | | | | | | | 955,857 | |
| | | | New Hampshire – 0.2% | | | | | | | | | | | | | | |
| | | | | |
| | 580 | | | New Hampshire Health and Education Facilities Authority, Revenue Bonds, Catholic Medical Center, Series 2012, 5.000%, 7/01/27 | | | | | No Opt. Call | | | | BBB+ | | | | 598,293 | |
| | | | New Jersey – 2.9% | | | | | | | | | | | | | | |
| | | | | |
| | 1,660 | | | Florence Township School District, Burlington County, New Jersey, General Obligation Bonds, Series 2012, 4.000%, 3/01/29 | | | | | 3/22 at 100.00 | | | | AA– | | | | 1,648,529 | |
| | | | | |
| | 1,280 | | | New Jersey Economic Development Authority, Cigarette Tax Revenue Refunding Bonds, Series 2012, 5.000%, 6/15/16 | | | | | No Opt. Call | | | | BBB+ | | | | 1,401,114 | |
| | | | | |
| | 1,000 | | | New Jersey Transportation Trust Fund Authority, Transportation System Bonds, Series 2011B, 5.250%, 6/15/26 | | | | | No Opt. Call | | | | A+ | | | | 1,084,940 | |
| | | | | |
| | 500 | | | New Jersey Turnpike Authority, Revenue Bonds, Series 2012B, 5.000%, 1/01/22 | | | | | No Opt. Call | | | | A+ | | | | 567,120 | |
| | | | | |
| | 310 | | | New Jersey Turnpike Authority, Revenue Bonds, Tender Option Bond Trust 1154, 17.228%, 1/01/43 (IF) (5) | | | | | 7/22 at 100.00 | | | | A+ | | | | 332,221 | |
| | | | | |
| | 2,800 | | | Paterson, New Jersey, General Obligation Bonds, General Improvement Series 2013, 5.000%, 1/15/26 | | | | | 1/14 at 100.00 | | | | AA | | | | 2,988,776 | |
| | | | | |
| | 1,125 | | | Tobacco Settlement Financing Corporation, New Jersey, Tobacco Settlement Asset-Backed Bonds, Series 2007-1A, 5.000%, 6/01/41 | | | | | 6/17 at 100.00 | | | | B2 | | | | 823,849 | |
| | 8,675 | | | Total New Jersey | | | | | | | | | | | | | 8,846,549 | |
| | | | New Mexico – 0.2% | | | | | | | | | | | | | | |
| | | | | |
| | 545 | | | New Mexico Mortgage Finance Authority, Single Family Mortgage Program Bonds CL 1, Series 2008A-2, 5.600%, 1/01/39 (Alternative Minimum Tax) | | | | | 1/18 at 102.00 | | | | AA+ | | | | 583,237 | |
| | | | New York – 4.6% | | | | | | | | | | | | | | |
| | | | | |
| | 1,020 | | | Dormitory Authority of the State of New York, Insured Revenue Bonds, Pace University, Series 2013A, 4.000%, 5/01/22 | | | | | No Opt. Call | | | | BBB– | | | | 1,043,185 | |
| | | | | |
| | 1,905 | | | Dormitory Authority of the State of New York, Revenue Bonds, Rochester Institute of Technology, Series 2012, 4.000%, 7/01/33 | | | | | No Opt. Call | | | | A1 | | | | 1,756,905 | |
| | | | | |
| | 750 | | | Dormitory Authority of the State of New York, Revenue Bonds, Rockefeller University, Series 2012B, 5.000%, 7/01/38 | | | | | 7/22 at 100.00 | | | | AA+ | | | | 791,933 | |
| | | | | |
| | 675 | | | Madison County Industrial Development Agency, New York, Civic Facility Revenue Bonds, Oneida Health System, Series 2007A, 5.250%, 2/01/27 | | | | | 2/17 at 100.00 | | | | BBB– | | | | 645,692 | |
| | | | | |
| | 250 | | | Monroe County Industrial Development Corporation, New York, FHA Insured Mortgage Revenue Bonds, Unity Hospital of Rochester Project, Series 2010, 5.750%, 8/15/30 | | | | | 2/21 at 100.00 | | | | Aa2 | | | | 275,663 | |
| | | | | |
| | 470 | | | Nassau County Local Economic Assistance Corporation, New York, Revenue Bonds, Winthrop-University Hospital Association, Series 2012, 5.000%, 7/01/19 | | | | | No Opt. Call | | | | Baa1 | | | | 525,742 | |
| | | | | |
| | 35 | | | New York City Industrial Development Agency, New York, PILOT Revenue Bonds, Queens Baseball Stadium Project, Series 2006, 5.000%, 1/01/46 – AMBAC Insured | | | | | 1/17 at 100.00 | | | | Ba1 | | | | 30,001 | |
| | | | | |
| | 500 | | | New York City Municipal Water Finance Authority, New York, Water and Sewerage System Revenue Bonds, Tender Option Bond Trust 3484, 18.005%, 10/01/16 (IF) | | | | | No Opt. Call | | | | AA+ | | | | 558,560 | |
Portfolio of Investments
Municipal Total Return Managed Accounts Portfolio (continued)
July 31, 2013
| | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | | | Optional Call
Provisions (2) | | | Ratings (3) | | | Value | |
| | | | New York (continued) | | | | | | | | | | | | | | |
| | | | | |
| $ | 500 | | | New York State Environmental Facilities Corporation, State Clean Water and Drinking Water Revolving Funds Revenue Bonds, Pooled Loan Issue, Series 2005B, 5.500%, 10/15/27 | | | | | No Opt. Call | | | | AAA | | | $ | 602,630 | |
| | | | | |
| | 5 | | | New York State Mortgage Agency, Homeowner Mortgage Revenue Refunding Bonds, Series 87, 5.150%, 4/01/17 | | | | | 10/13 at 100.00 | | | | Aa1 | | | | 5,095 | |
| | | | | |
| | 1,000 | | | New York State Mortgage Agency, Mortgage Revenue Bonds, Forty-Eighth Series, 3.450%, 10/01/33 | | | | | 10/22 at 100.00 | | | | Aaa | | | | 854,590 | |
| | | | | |
| | 725 | | | New York State Tobacco Settlement Financing Corporation, Tobacco Settlement Asset-Backed and State Contingency Contract-Backed Bonds, Series 2003B-1C, 5.500%, 6/01/19 | | | | | 10/13 at 100.00 | | | | AA– | | | | 728,125 | |
| | | | | |
| | | | Newburgh, Orange County, New York, General Obligation Bonds, Deficit Liquidation, Series 2012B: | | | | | | | | | | | | | | |
| | 605 | | | 5.000%, 6/15/24 | | | | | 6/22 at 100.00 | | | | Ba1 | | | | 588,405 | |
| | 635 | | | 5.000%, 6/15/25 | | | | | 6/22 at 100.00 | | | | Ba1 | | | | 610,489 | |
| | | | | |
| | 915 | | | Newburgh, Orange County, New York, General Obligation Bonds, Series 2012A, 5.000%, 6/15/25 – AGC Insured | | | | | 6/22 at 100.00 | | | | Ba1 | | | | 879,681 | |
| | | | | |
| | 1,000 | | | Port Authority of New York and New Jersey, Consolidated Revenue Bonds, One Hundred Seventy Fifth Series 2012, 3.000%, 12/01/27 | | | | | No Opt. Call | | | | AA– | | | | 870,820 | |
| | | | | |
| | 1,250 | | | Port Authority of New York and New Jersey, Consolidated Revenue Bonds, One Hundred Sixty-Ninth Series 2011, 5.000%, 10/15/24 (Alternative Minimum Tax) | | | | | 10/21 at 100.00 | | | | AA– | | | | 1,366,663 | |
| | | | | |
| | 450 | | | Saratoga County Water and Sewer Authority, New York, Revenue Bonds, Series 2008, 5.000%, 9/01/38 | | | | | 9/18 at 100.00 | | | | AA | | | | 462,573 | |
| | | | | |
| | 1,000 | | | Syracuse, New York, General Obligation Bonds, Airport Terminal Security Access Improvement Series 2011A, 5.000%, 11/01/36 (Alternative Minimum Tax) | | | | | 11/21 at 100.00 | | | | A1 | | | | 982,380 | |
| | | | | |
| | 450 | | | Westchester County Local Development Corporation, New York, Revenue Refunding Bonds, Kendal on Hudson Project, Series 2013, 3.000%, 1/01/18 | | | | | No Opt. Call | | | | BBB | | | | 460,769 | |
| | 14,140 | | | Total New York | | | | | | | | | | | | | 14,039,901 | |
| | | | North Carolina – 4.1% | | | | | | | | | | | | | | |
| | | | | |
| | 665 | | | Charlotte, North Carolina, Water and Sewer System Refunding Bonds, Tender Option Bond Trust 43W, 13.525%, 7/01/38 (IF) (5) | | | | | 7/20 at 100.00 | | | | AAA | | | | 782,259 | |
| | | | | |
| | 2,000 | | | Charlotte-Mecklenberg Hospital Authority, North Carolina, Health Care Revenue Bonds, DBA Carolinas HealthCare System, Refunding Series 2009A, 5.250%, 1/15/34 (UB) (5) | | | | | 1/19 at 100.00 | | | | AA– | | | | 2,071,800 | |
| | | | | |
| | 2,000 | | | Charlotte-Mecklenberg Hospital Authority, North Carolina, Health Care Revenue Bonds, DBA Carolinas HealthCare System, Series 2011A, 5.000%, 1/15/31 | | | | | 1/21 at 100.00 | | | | AA– | | | | 2,080,680 | |
| | | | | |
| | | | North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, Series 2012A: | | | | | | | | | | | | | | |
| | 1,000 | | | 5.000%, 1/01/25 | | | | | 7/22 at 100.00 | | | | A– | | | | 1,090,010 | |
| | 1,500 | | | 5.000%, 1/01/26 | | | | | 7/22 at 100.00 | | | | A– | | | | 1,613,850 | |
| | | | | |
| | 350 | | | North Carolina Eastern Municipal Power Agency, Power System Revenue Refunding Bonds, Series 1993B, 6.000%, 1/01/22 – FGIC Insured | | | | | No Opt. Call | | | | Baa1 | | | | 422,660 | |
| | | | | |
| | 500 | | | North Carolina Eastern Municipal Power Agency, Power System Revenue Refunding Bonds, Series 2008A, 5.250%, 1/01/20 | | | | | 1/18 at 100.00 | | | | A– | | | | 563,615 | |
| | | | | |
| | 340 | | | North Carolina Medical Care Commission, Healthcare Facilities Revenue Bonds, Duke University Health System, Tender Option Bond Trust 11808, 22.456%, 6/01/18 (IF) | | | | | No Opt. Call | | | | AA | | | | 337,287 | |
| | | | | |
| | 2,000 | | | North Carolina Medical Care Commission, Healthcare Revenue Refunding Bonds, Novant Health Inc., Series 2006, 5.000%, 11/01/34 | | | | | 11/16 at 100.00 | | | | AA– | | | | 2,017,440 | |
| | | | | |
| | 500 | | | Pender County, North Carolina, Limited General Obligation Bonds, Series 2012, 4.500%, 6/01/36 | | | | | 6/22 at 100.00 | | | | Aa3 | | | | 479,970 | |
| | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | | | Optional Call
Provisions (2) | | | Ratings (3) | | | Value | |
| | | | North Carolina (continued) | | | | | | | | | | | | | | |
| | | | | |
| $ | 1,000 | | | University of North Carolina at Chapel Hill, General Revenue Bonds, Index Tender Series 2012B, 0.945%, 12/01/41 | | | | | 6/17 at 100.00 | | | | Aaa | | | $ | 1,008,790 | |
| | | | | |
| | 75 | | | University of North Carolina System, Pooled Revenue Bonds, Series 2004B, 4.000%, 4/01/15 | | | | | 4/14 at 100.00 | | | | N/R | | | | 76,198 | |
| | | | | |
| | 25 | | | University of North Carolina System, Pooled Revenue Bonds, Series 2004B, 4.000%, 4/01/15 (Pre-refunded 4/01/14) | | | | | 4/14 at 100.00 | | | | N/R (4) | | | | 25,622 | |
| | 11,955 | | | Total North Carolina | | | | | | | | | | | | | 12,570,181 | |
| | | | North Dakota – 0.7% | | | | | | | | | | | | | | |
| | | | | |
| | 1,500 | | | University of North Dakota, Housing and Auxiliary Facilities Revenue Bonds, Refunding Series 2012, 5.000%, 4/01/32 | | | | | 4/22 at 100.00 | | | | Aa3 | | | | 1,560,885 | |
| | | | | |
| | | | Ward County Health Care, North Dakota, Revenue Bonds, Trinity Obligated Group, Series 2006: | | | | | | | | | | | | | | |
| | 150 | | | 5.250%, 7/01/16 | | | | | No Opt. Call | | | | BBB– | | | | 162,257 | |
| | 340 | | | 5.125%, 7/01/29 | | | | | 7/16 at 100.00 | | | | BBB– | | | | 334,897 | |
| | 1,990 | | | Total North Dakota | | | | | | | | | | | | | 2,058,039 | |
| | | | Ohio – 0.9% | | | | | | | | | | | | | | |
| | | | | |
| | 550 | | | Muskingum County, Ohio, Hospital Facilities Revenue Bonds, Genesis HealthCare System Obligated Group Project, Series 2013, 5.000%, 2/15/27 | | | | | 2/23 at 100.00 | | | | BB+ | | | | 524,981 | |
| | | | | |
| | 1,875 | | | Ohio State University, General Receipts Bonds, Special Purpose Series 2013A, 3.000%, 6/01/27 | | | | | No Opt. Call | | | | Aa2 | | | | 1,620,244 | |
| | | | | |
| | 500 | | | Summit County Port Authority, Ohio, Development Revenue Bonds, County NonTax Revenues, Series 2012, 5.000%, 12/01/31 | | | | | 12/22 at 100.00 | | | | Aa2 | | | | 514,240 | |
| | 2,925 | | | Total Ohio | | | | | | | | | | | | | 2,659,465 | |
| | | | Oklahoma – 0.4% | | | | | | | | | | | | | | |
| | | | | |
| | 1,000 | | | Oklahoma State Turnpike Authority, Turnpike System Revenue Bonds, Second Senior Series 2011B, 5.000%, 1/01/26 | | | | | 1/21 at 100.00 | | | | AA– | | | | 1,102,700 | |
| | | | Oregon – 1.3% | | | | | | | | | | | | | | |
| | | | | |
| | 1,000 | | | Clackamas County School District 12, North Clackamas, Oregon, General Obligation Bonds, Series 2007B, 5.000%, 6/15/27 – AGM Insured | | | | | 6/17 at 100.00 | | | | AA+ | | | | 1,088,400 | |
| | | | | |
| | 750 | | | Klamath Falls Intercommunity Hospital Authority, Oregon, Revenue Bonds, Sky Lakes Medical Center Project, Series 2012, 5.000%, 9/01/21 | | | | | No Opt. Call | | | | BBB+ | | | | 817,643 | |
| | | | | |
| | | | Lafayette, Yamhill County, Oregon, General Obligation Bonds, Full Faith Credit Refunding Series 2012: | | | | | | | | | | | | | | |
| | 345 | | | 3.000%, 12/01/16 – AGM Insured | | | | | No Opt. Call | | | | Baa1 | | | | 356,006 | |
| | 365 | | | 3.000%, 12/01/18 – AGM Insured | | | | | No Opt. Call | | | | Baa1 | | | | 372,081 | |
| | 390 | | | 3.250%, 12/01/20 – AGM Insured | | | | | No Opt. Call | | | | Baa1 | | | | 390,070 | |
| | | | | |
| | | | Oregon Special Districts Association, Certificates of Participation, Flexlease Program, Series 2013A: | | | | | | | | | | | | | | |
| | 410 | | | 4.000%, 1/01/24 | | | | | 1/15 at 103.00 | | | | N/R | | | | 388,180 | |
| | 300 | | | 4.350%, 1/01/28 | | | | | 1/15 at 103.00 | | | | N/R | | | | 271,512 | |
| | 300 | | | 4.600%, 1/01/33 | | | | | 1/15 at 103.00 | | | | N/R | | | | 254,643 | |
| | 3,860 | | | Total Oregon | | | | | | | | | | | | | 3,938,535 | |
| | | | Pennsylvania – 3.1% | | | | | | | | | | | | | | |
| | | | | |
| | | | East Hempfield Township Industrial Development Authority, Pennsylvania, Student Services Inc – Student Housing Project at Millersville University, Series 2013: | | | | | | | | | | | | | | |
| | 505 | | | 4.000%, 7/01/22 | | | | | No Opt. Call | | | | BBB– | | | | 485,643 | |
| | 250 | | | 4.000%, 7/01/23 | | | | | No Opt. Call | | | | BBB– | | | | 236,633 | |
| | | | | |
| | 1,140 | | | Lancaster County Hospital Authority, Pennsylvania, Health System Revenue Bonds, Lancaster General Hospital Project, Tender Option Bond 4284, 18.021%, 7/01/36 (IF) (5) | | | | | 1/22 at 100.00 | | | | AA– | | | | 1,142,907 | |
Portfolio of Investments
Municipal Total Return Managed Accounts Portfolio (continued)
July 31, 2013
| | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | | | Optional Call
Provisions (2) | | | Ratings (3) | | | Value | |
| | | | Pennsylvania (continued) | | | | | | | | | | | | | | |
| | | | | |
| $ | 1,250 | | | Lycoming County Authority, Pennsylvania, Revenue Bonds, Pennsylvania College of Technology, Refunding Series 2011, 5.500%, 7/01/26 | | | | | 7/21 at 100.00 | | | | A | | | $ | 1,368,588 | |
| | | | | |
| | 500 | | | Pennsylvania Economic Development Financing Authority, Sewage Sludge Disposal Revenue Bonds, Philadelphia Biosolids Facility Project, Series 2009, 5.000%, 1/01/14 | | | | | No Opt. Call | | | | BBB | | | | 507,200 | |
| | | | | |
| | 1,000 | | | Pennsylvania Economic Development Financing Authority, Water Facilities Revenue Refunding Bonds, Aqua Pennsylvania, Inc. Project, Series 2010A, 5.000%, 12/01/34 (Alternative Minimum Tax) | | | | | 12/20 at 100.00 | | | | AA– | | | | 1,016,500 | |
| | | | | |
| | 300 | | | Pennsylvania State University, General Revenue Bonds, Series 2005, 5.000%, 9/01/35 | | | | | 9/15 at 100.00 | | | | AA | | | | 316,011 | |
| | | | | |
| | 250 | | | Philadelphia Authority for Industrial Development, Pennsylvania, Revenue Bonds, MaST Charter School Project, Series 2010, 5.000%, 8/01/20 | | | | | No Opt. Call | | | | BBB+ | | | | 258,178 | |
| | | | | |
| | 1,600 | | | Philadelphia Authority for Industrial Development, Pennsylvania, Revenue Bonds, Philadelphia Performing Arts Charter School, Series 2013, 6.000%, 6/15/23 | | | | | 6/20 at 100.00 | | | | BB– | | | | 1,596,336 | |
| | | | | |
| | 1,000 | | | Philadelphia Gas Works, Pennsylvania, Revenue Bonds, Ninth Series, 2010, 5.000%, 8/01/30 | | | | | 8/20 at 100.00 | | | | BBB+ | | | | 1,003,510 | |
| | | | | |
| | 500 | | | Philadelphia Hospitals and Higher Education Facilities Authority, Pennsylvania, Hospital Revenue Bonds, Temple University Health System Obligated Group, Series 2012B, 5.000%, 7/01/17 | | | | | No Opt. Call | | | | BB+ | | | | 497,960 | |
| | | | | |
| | 870 | | | Philadelphia Municipal Authority, Philadelphia, Pennsylvania, Lease Revenue Bonds, Series 2009, 6.000%, 4/01/23 | | | | | 4/19 at 100.00 | | | | A2 | | | | 987,702 | |
| | 9,165 | | | Total Pennsylvania | | | | | | | | | | | | | 9,417,168 | |
| | | | Puerto Rico – 0.2% | | | | | | | | | | | | | | |
| | | | | |
| | 500 | | | Puerto Rico, Highway Revenue Bonds, Highway and Transportation Authority, Series 2005BB, 5.250%, 7/01/18 – AMBAC Insured | | | | | No Opt. Call | | | | BBB+ | | | | 522,310 | |
| | | | Rhode Island – 0.5% | | | | | | | | | | | | | | |
| | | | | |
| | 1,000 | | | Rhode Island Student Loan Authority, Student Loan Program Revenue Bonds, Senior Series 2013A, 3.250%, 12/01/22 (Alternative Minimum Tax) | | | | | 12/20 at 100.00 | | | | A+ | | | | 937,400 | |
| | | | | |
| | | | Rhode Island Tobacco Settlement Financing Corporation, Tobacco Settlement Asset-Backed Bonds, Series 2002A: | | | | | | | | | | | | | | |
| | 460 | | | 6.000%, 6/01/23 | | | | | 10/13 at 100.00 | | | | Baa1 | | | | 460,405 | |
| | 150 | | | 6.125%, 6/01/32 | | | | | 10/13 at 100.00 | | | | BBB+ | | | | 150,132 | |
| | 1,610 | | | Total Rhode Island | | | | | | | | | | | | | 1,547,937 | |
| | | | South Carolina – 1.3% | | | | | | | | | | | | | | |
| | | | | |
| | 500 | | | Berkeley County School District, South Carolina, Installment Purchase Revenue Bonds, Series 2006, 5.125%, 12/01/30 | | | | | 12/16 at 100.00 | | | | Aa3 | | | | 527,280 | |
| | | | | |
| | 500 | | | Lexington County Health Services District, Inc., South Carolina, Hospital Revenue Bonds, Refunding Series 2011, 5.000%, 11/01/26 | | | | | 11/21 at 100.00 | | | | AA– | | | | 529,880 | |
| | | | | |
| | 740 | | | South Carolina JOBS Economic Development Authority, Hospital Refunding and Improvement Revenue Bonds, Palmetto Health Alliance, Series 2003C, 6.000%, 8/01/13 | | | | | No Opt. Call | | | | BBB+ | | | | 740,000 | |
| | | | | |
| | 1,200 | | | South Carolina Jobs-Economic Development Authority, Hospital Refunding Revenue Bonds, Georgetown Hospital System, Series 2012B, 4.000%, 2/01/30 – AGM Insured | | | | | 2/17 at 100.00 | | | | A3 | | | | 1,076,868 | |
| | | | | |
| | 250 | | | South Carolina Transportation Infrastructure Bank, Revenue Bonds, Series 2010A, 5.250%, 10/01/40 | | | | | 10/19 at 100.00 | | | | A1 | | | | 260,763 | |
| | | | | |
| | 750 | | | South Carolina Transportation Infrastructure Bank, Revenue Bonds, Series 2012B, 4.000%, 10/01/30 | | | | | 10/22 at 100.00 | | | | A1 | | | | 702,885 | |
| | 3,940 | | | Total South Carolina | | | | | | | | | | | | | 3,837,676 | |
| | | | South Dakota – 0.2% | | | | | | | | | | | | | | |
| | | | | |
| | 500 | | | South Dakota Educational Enhancement Funding Corporation, Tobacco Settlement Revenue Bonds Series 2013B, 5.000%, 6/01/26 | | | | | 6/23 at 100.00 | | | | A– | | | | 540,755 | |
| | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | | | Optional Call
Provisions (2) | | | Ratings (3) | | | Value | |
| | | | Tennessee – 0.7% | | | | | | | | | | | | | | |
| | | | | |
| $ | 1,000 | | | Claiborne County Industrial Development Board, Tennessee, Revenue Refunding Bonds, Lincoln Memorial University Project, Series 2010, 6.000%, 10/01/30 | | | | | 10/20 at 100.00 | | | | N/R | | | $ | 1,035,780 | |
| | | | | |
| | 1,250 | | | Metropolitan Government of Nashville-Davidson County Health and Educational Facilities Board, Tennessee, Revenue Refunding Bonds, Vanderbilt University, Variable Rate Demand Obligation Series 2012B, 0.650%, 10/01/38 | | | | | 4/17 at 100.00 | | | | AA | | | | 1,250,038 | |
| | 2,250 | | | Total Tennessee | | | | | | | | | | | | | 2,285,818 | |
| | | | Texas – 11.9% | | | | | | | | | | | | | | |
| | | | | |
| | 750 | | | La Vernia Higher Education Financing Corporation, Texas, Charter School Revenue Bonds, Kipp Inc., Series 2009A, 6.000%, 8/15/29 | | | | | 8/19 at 100.00 | | | | BBB | | | | 789,135 | |
| | | | | |
| | 2,000 | | | Austin Community College District Public Facility Corporation, Texas, Lease Revenue Bonds, Hays New Campus Project, Series 2012, 4.125%, 8/01/36 | | | | | 8/22 at 100.00 | | | | AA | | | | 1,836,940 | |
| | | | | |
| | 1,385 | | | Capital Area Cultural Education Facilities Finance Corporation, Texas Revenue Bonds, The Roman Catholic Diocese of Austin, Series 2005A. Remarketed, 5.750%, 4/01/26 | | | | | 4/20 at 100.00 | | | | Baa1 | | | | 1,483,058 | |
| | | | | |
| | 965 | | | Clifton Higher Education Finance Corporation, Texas, Education Revenue Bonds, Idea Public Schools, Series 2011, 4.800%, 8/15/21 | | | | | No Opt. Call | | | | BBB | | | | 993,246 | |
| | | | | |
| | | | Clifton Higher Education Finance Corporation, Texas, Education Revenue Bonds, Idea Public Schools, Series 2012: | | | | | | | | | | | | | | |
| | 300 | | | 2.250%, 8/15/15 | | | | | No Opt. Call | | | | BBB | | | | 297,279 | |
| | 300 | | | 2.350%, 8/15/16 | | | | | No Opt. Call | | | | BBB | | | | 295,590 | |
| | | | | |
| | 675 | | | Clifton Higher Education Finance Corporation, Texas, Education Revenue Bonds, Uplift Education Charter School, Series 2010A, 4.300%, 12/01/16 | | | | | No Opt. Call | | | | BBB– | | | | 686,340 | |
| | | | | |
| | | | Clifton Higher Education Finance Corporation, Texas, Education Revenue Bonds, Uplift Education Charter School, Series 2013A: | | | | | | | | | | | | | | |
| | 315 | | | 3.100%, 12/01/22 | | | | | No Opt. Call | | | | BBB– | | | | 279,503 | |
| | 1,625 | | | 4.400%, 12/01/47 | | | | | 12/22 at 100.00 | | | | BBB– | | | | 1,279,720 | |
| | | | | |
| | 2,000 | | | Dallas-Fort Worth International Airport, Texas, Joint Revenue Bonds, Improvement Series 2013A, 5.000%, 11/01/38 (Alternative Minimum Tax) | | | | | 11/20 at 100.00 | | | | A+ | | | | 1,908,820 | |
| | | | | |
| | 2,000 | | | Dallas-Fort Worth International Airport, Texas, Joint Revenue Bonds, Refunding Series 2012F, 5.000%, 11/01/29 (Alternative Minimum Tax) | | | | | 11/20 at 100.00 | | | | A+ | | | | 1,995,440 | |
| | | | | |
| | 1,500 | | | Frisco Independent School District, Collin and Denton Counties, Texas, General Obligation Bonds, Series 2008A, 6.000%, 8/15/38 | | | | | 8/18 at 100.00 | | | | Aaa | | | | 1,707,390 | |
| | | | | |
| | | | Harris County Water Control and Improvement District 74, Texas, General Obligation Bonds, Series 2010: | | | | | | | | | | | | | | |
| | 210 | | | 4.550%, 8/01/23 | | | | | 2/18 at 100.00 | | | | N/R | | | | 215,563 | |
| | 195 | | | 5.000%, 8/01/36 | | | | | 2/18 at 100.00 | | | | N/R | | | | 197,822 | |
| | 1,515 | | | 5.200%, 8/01/39 | | | | | 2/18 at 100.00 | | | | N/R | | | | 1,550,330 | |
| | | | | |
| | 25 | | | Harris County-Houston Sports Authority, Texas, Revenue Bonds, Senior Lien Series 2001G, 5.250%, 11/15/21 – NPFG Insured | | | | | 10/13 at 100.00 | | | | A | | | | 25,059 | |
| | | | | |
| | 2,000 | | | Houston, Texas, First Lien Combined Utility System Revenue Bonds, Refunding Series 2012B, 0.800%, 5/15/34 | | | | | 12/16 at 100.00 | | | | AA | | | | 1,988,400 | |
| | | | | |
| | 1,630 | | | Houston, Texas, Subordinate Lien Airport System Revenue Refunding Bonds, Series 2012A, 5.000%, 7/01/29 (Alternative Minimum Tax) | | | | | 7/22 at 100.00 | | | | A+ | | | | 1,626,381 | |
| | | | | |
| | 2,000 | | | Midland College District, Texas, General Obligation Bonds, Series 2012, 3.000%, 2/15/25 | | | | | 2/22 at 100.00 | | | | AA | | | | 1,819,860 | |
| | | | | |
| | 2,500 | | | Montgomery County Municipal Utility District 46, Texas, General Obligation Bonds, Refunding Series 2013, 3.125%, 3/01/30 | | | | | 3/21 at 100.00 | | | | AA– | | | | 2,006,100 | |
| | | | | |
| | 400 | | | Newark Cultural Education Facilities Finance Corporation, Texas, Lease Revenue Bonds, A.W. Brown-Fellowship Leadership Academy, Series 2012A, 6.000%, 8/15/32 | | | | | 2/15 at 103.00 | | | | BBB– | | | | 400,300 | |
Portfolio of Investments
Municipal Total Return Managed Accounts Portfolio (continued)
July 31, 2013
| | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | | | Optional Call
Provisions (2) | | | Ratings (3) | | | Value | |
| | | | Texas (continued) | | | | | | | | | | | | | | |
| | | | | |
| $ | 2,000 | | | North Central Texas Health Facilities Development Corporation, Texas, Revenue Bonds, Children’s Medical Center Dallas Project, Series 2012, 4.125%, 8/15/32 | | | | | 8/22 at 100.00 | | | | AA | | | $ | 1,766,420 | |
| | | | | |
| | 1,000 | | | North Texas Education Finance Corporation, Texas, Education Revenue Bonds, Uplift Education, Series 2012A, 5.125%, 12/01/42 | | | | | 6/22 at 100.00 | | | | BBB– | | | | 913,150 | |
| | | | | |
| | 375 | | | North Texas Tollway Authority, Second Tier System Revenue Refunding Bonds, Series 2008F, 5.750%, 1/01/38 | | | | | 1/18 at 100.00 | | | | A3 | | | | 394,185 | |
| | | | | |
| | 1,000 | | | Rockport, Texas, Certificates of Obligation, Series 2007, 5.250%, 2/15/27 – NPFG Insured | | | | | 2/17 at 100.00 | | | | AA | | | | 1,079,610 | |
| | | | | |
| | 825 | | | Sam Rayburn Municipal Power Agency, Texas, Power Supply System Revenue Refunding Bonds, Series 2012, 5.000%, 10/01/21 | | | | | No Opt. Call | | | | BBB+ | | | | 928,265 | |
| | | | | |
| | 750 | | | San Antonio Public Facilities Corporation, Texas, Improvement and Refunding Lease Revenue Bonds, Convention Center Refinancing and Expansion Project, Series 2012, 4.000%, 9/15/30 | | | | | 9/22 at 100.00 | | | | AA+ | | | | 705,533 | |
| | | | | |
| | 1,735 | | | Texas State, General Obligation Bonds, College Student Loan Series 2012, 3.250%, 8/01/29 (Alternative Minimum Tax) | | | | | 8/22 at 100.00 | | | | Aaa | | | | 1,483,807 | |
| | | | | |
| | 475 | | | Texas Transportation Commission, Central Texas Turnpike System Revenue Bonds, First Tier Refunding Series 2012A, 5.000%, 8/15/41 | | | | | 8/22 at 100.00 | | | | A– | | | | 456,983 | |
| | | | | |
| | 2,000 | | | Tyler Health Facilities Development Corporation, Texas, Hospital Revenue Bonds, Mother Frances Hospital Regional Healthcare Center, Series 2011, 5.250%, 7/01/23 | | | | | 7/21 at 100.00 | | | | Baa1 | | | | 2,152,700 | |
| | | | | |
| | 1,000 | | | Uptown Development Authority, Houston, Texas, Tax Increment Revenue Bonds, Infrastructure Improvement Facilities, Series 2009, 4.700%, 9/01/20 | | | | | 9/19 at 100.00 | | | | BBB | | | | 1,085,090 | |
| | | | | |
| | 2,000 | | | Waco Education Finance Corporation, Texas, Revenue Bonds, Baylor University Issue Series 2012, 4.125%, 3/01/43 | | | | | 3/22 at 100.00 | | | | A+ | | | | 1,761,980 | |
| | 37,450 | | | Total Texas | | | | | | | | | | | | | 36,109,999 | |
| | | | Utah – 1.6% | | | | | | | | | | | | | | |
| | | | | |
| | 1,100 | | | Utah Charter School Finance Authority, Charter School Revenue Bonds, Ogden Preparatory Academy, Series 2012, 3.250%, 10/15/36 | | | | | No Opt. Call | | | | AA | | | | 810,139 | |
| | | | | |
| | | | Utah Infrastructure Agency, Telecommunications and Franchise Tax Revenue, Series 2011A: | | | | | | | | | | | | | | |
| | 500 | | | 5.250%, 10/15/33 – AGM Insured | | | | | 10/21 at 100.00 | | | | AA– | | | | 520,580 | |
| | 520 | | | 5.400%, 10/15/36 – AGM Insured | | | | | 10/21 at 100.00 | | | | AA– | | | | 543,930 | |
| | | | | |
| | 435 | | | Utah State Charter School Finance Authority, Charter School Revenue Bonds, North Davis Preparatory Academy, Series 2010, 5.750%, 7/15/20 | | | | | No Opt. Call | | | | BBB– | | | | 457,607 | |
| | | | | |
| | 1,550 | | | Utah State Charter School Finance Authority, Charter School Revenue Bonds, Paradigm High School, Series 2010A, 6.250%, 7/15/30 | | | | | 7/20 at 100.00 | | | | BBB– | | | | 1,576,118 | |
| | | | | |
| | 85 | | | Utah State Charter School Finance Authority, Revenue Bonds, Channing Hall Project, Series 2007A, 5.750%, 7/15/22 | | | | | 7/15 at 102.00 | | | | N/R | | | | 82,796 | |
| | | | | |
| | 80 | | | Utah State Charter School Finance Authority, Revenue Bonds, Summit Academy Project, Series 2007A, 5.125%, 6/15/17 | | | | | No Opt. Call | | | | BBB– | | | | 82,644 | |
| | | | | |
| | 750 | | | Utah Transit Authority, Sales Tax Revenue Bonds, Tender Option Bond Trust 3006, 17.881%, 6/15/26 – AGM Insured (IF) (5) | | | | | 6/18 at 100.00 | | | | AAA | | | | 857,820 | |
| | 5,020 | | | Total Utah | | | | | | | | | | | | | 4,931,634 | |
| | | | Virgin Islands – 1.0% | | | | | | | | | | | | | | |
| | | | | |
| | 500 | | | Virgin Islands Public Finance Authority, Gross Receipts Taxes Loan Note, Series 2003, 5.000%, 10/01/31 – ACA Insured | | | | | 10/14 at 100.00 | | | | BBB+ | | | | 507,880 | |
| | | | | |
| | 1,000 | | | Virgin Islands Public Finance Authority, Matching Fund Loan Notes Revenue Refunding Bonds, Series 2009C, 5.000%, 10/01/22 | | | | | 10/19 at 100.00 | | | | Baa2 | | | | 1,053,140 | |
| | | | | |
| | 1,000 | | | Virgin Islands Public Finance Authority, Matching Fund Revenue Loan Note – Diageo Project, Series 2009A, 6.750%, 10/01/19 | | | | | No Opt. Call | | | | BBB | | | | 1,110,260 | |
| | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | | | Optional Call
Provisions (2) | | | Ratings (3) | | | Value | |
| | | | Virgin Islands (continued) | | | | | | | | | | | | | | |
| | | | | |
| $ | 500 | | | Virgin Islands Public Finance Authority, Revenue Bonds, Senior Lien Matching Fund Loan Notes, Series 2009A-1, 5.000%, 10/01/24 | | | | | 10/19 at 100.00 | | | | BBB+ | | | $ | 527,965 | |
| | 3,000 | | | Total Virgin Islands | | | | | | | | | | | | | 3,199,245 | |
| | | | Virginia – 1.7% | | | | | | | | | | | | | | |
| | | | | |
| | 1,900 | | | Metropolitan Washington D.C. Airports Authority, Virginia, Airport System Revenue Bonds, Series 2008A, 5.375%, 10/01/28 (Alternative Minimum Tax) | | | | | 10/18 at 100.00 | | | | AA– | | | | 1,986,450 | |
| | | | | |
| | 1,000 | | | Virginia College Building Authority, Educational Facilities Revenue Bonds, 21st Century College Program, Series 2012B, 3.000%, 2/01/29 | | | | | No Opt. Call | | | | AA+ | | | | 826,010 | |
| | | | | |
| | 815 | | | Virginia College Building Authority, Educational Facilities Revenue Bonds, Washington and Lee University, Series 2001, 5.750%, 1/01/34 | | | | | No Opt. Call | | | | AA | | | | 964,879 | |
| | | | | |
| | | | Virginia Small Business Financing Authority, Senior Lien Revenue Bonds, Elizabeth River Crossing, Opco LLC Project, Series 2012: | | | | | | | | | | | | | | |
| | 40 | | | 4.750%, 1/01/25 (Alternative Minimum Tax) | | | | | 7/22 at 100.00 | | | | BBB– | | | | 38,396 | |
| | 1,400 | | | 5.000%, 1/01/27 (Alternative Minimum Tax) | | | | | 7/22 at 100.00 | | | | BBB– | | | | 1,344,392 | |
| | 5,155 | | | Total Virginia | | | | | | | | | | | | | 5,160,127 | |
| | | | Washington – 2.7% | | | | | | | | | | | | | | |
| | | | | |
| | 1,700 | | | Chelan County Public Utility District 1, Washington, Consolidated System Revenue Bonds Series 2011A, 5.500%, 7/01/24 (Alternative Minimum Tax) | | | | | 7/21 at 100.00 | | | | AA+ | | | | 1,920,133 | |
| | | | | |
| | 1,000 | | | Energy Northwest, Washington, Electric Revenue Bonds, Columbia Generating Station, Series 2012-D, 5.000%, 7/01/35 | | | | | 7/22 at 100.00 | | | | Aa1 | | | | 1,040,830 | |
| | | | | |
| | 100 | | | Kalispel Indian Tribe, Washington, Priority Distribution Bonds, Series 2008, 6.625%, 1/01/28 | | | | | 1/18 at 100.00 | | | | N/R | | | | 91,214 | |
| | | | | |
| | 600 | | | King County, Washington, Sewer Revenue Bonds, Tender Option Bond Trust 3090, 13.501%, 7/01/32 – AGM Insured (IF) (5) | | | | | 7/17 at 100.00 | | | | AA+ | | | | 623,796 | |
| | | | | |
| | | | Skagit County Public Hospital District 1, Washington, Revenue Bonds, Skagit Regional Health, Improvement & Refunding Series 2013A: | | | | | | | | | | | | | | |
| | 925 | | | 5.000%, 12/01/22 | | | | | No Opt. Call | | | | Baa2 | | | | 977,263 | |
| | 770 | | | 5.000%, 12/01/23 | | | | | No Opt. Call | | | | Baa2 | | | | 805,867 | |
| | | | | |
| | 75 | | | Skagit County Public Hospital District 1, Washington, Revenue Bonds, Skagit Valley Hospital, Series 2007, 5.750%, 12/01/28 | | | | | 12/17 at 100.00 | | | | Baa2 | | | | 77,147 | |
| | | | | |
| | 750 | | | University of Washington, General Revenue Bonds, Tender Option Bond Trust 3005, 18.055%, 6/01/31 – AMBAC Insured (IF) | | | | | 6/17 at 100.00 | | | | Aaa | | | | 850,650 | |
| | | | | |
| | 1,000 | | | Washington Health Care Facilities Authority, Revenue Bonds, Kadlec Regional Medical Center, Series 2010, 5.250%, 12/01/30 | | | | | 12/20 at 100.00 | | | | Baa3 | | | | 983,730 | |
| | | | | |
| | | | Washington State Health Care Facilities Authority, Revenue Bonds, Group Health Cooperative of Puget Sound, Series 2001: | | | | | | | | | | | | | | |
| | 60 | | | 5.375%, 12/01/14 – AMBAC Insured | | | | | No Opt. Call | | | | Aa3 | | | | 60,111 | |
| | 25 | | | 5.000%, 12/01/19 – AMBAC Insured | | | | | 10/13 at 100.00 | | | | BBB– | | | | 25,014 | |
| | | | | |
| | | | Washington State Tobacco Settlement Authority, Tobacco Settlement Asset-Backed Revenue Bonds, Series 2002: | | | | | | | | | | | | | | |
| | 30 | | | 6.500%, 6/01/26 | | | | | 10/13 at 100.00 | | | | A3 | | | | 30,326 | |
| | 660 | | | 6.625%, 6/01/32 | | | | | 10/13 at 100.00 | | | | Baa1 | | | | 668,032 | |
| | 7,695 | | | Total Washington | | | | | | | | | | | | | 8,154,113 | |
| | | | West Virginia – 0.8% | | | | | | | | | | | | | | |
| | | | | |
| | 1,150 | | | West Virginia Higher Education Policy Commission, Revenue Bonds, Higher Education Facilities, Series 2012A, 5.000%, 4/01/29 | | | | | 4/22 at 100.00 | | | | Aa3 | | | | 1,208,512 | |
| | | | | |
| | 1,500 | | | West Virginia Water Development Authority, Water Development Revenue Bonds, Loan Program III, Refunding Series 2012A, 3.500%, 7/01/33 (Alternative Minimum Tax) | | | | | No Opt. Call | | | | Aa3 | | | | 1,163,115 | |
| | 2,650 | | | Total West Virginia | | | | | | | | | | | | | 2,371,627 | |
Portfolio of Investments
Municipal Total Return Managed Accounts Portfolio (continued)
July 31, 2013
| | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | | | Optional Call
Provisions (2) | | | Ratings (3) | | | Value | |
| | | | Wisconsin – 1.9% | | | | | | | | | | | | | | |
| | | | | |
| $ | 390 | | | Public Finance Authority, Wisconsin, Charter School Revenue Bonds, Voyager Foundation Inc. of North Carolina, Series 2012A, 5.500%, 10/01/22 | | | | | No Opt. Call | | | | N/R | | | $ | 378,238 | |
| | | | | |
| | 485 | | | University of Wisconsin Hospitals and Clinics Authority, Revenue Bonds, Tender Option Bond Trust 4287, 17.845%, 10/01/20 (IF) (5) | | | | | No Opt. Call | | | | Aa3 | | | | 452,549 | |
| | | | | |
| | 500 | | | Wisconsin Health and Educational Facilities Authority, Revenue Bonds, Ascension Health, Tender Option Bond Trust Series 2010- 3184, 18.000%, 11/15/17 (IF) | | | | | No Opt. Call | | | | AA+ | | | | 535,460 | |
| | | | | |
| | 1,665 | | | Wisconsin Health and Educational Facilities Authority, Revenue Bonds, Aurora Health Care, Inc., Series 2012A, 5.000%, 7/15/27 – AGM Insured | | | | | 7/21 at 100.00 | | | | A2 | | | | 1,747,334 | |
| | | | | |
| | 440 | | | Wisconsin Health and Educational Facilities Authority, Revenue Bonds, Children’s Hospital of Wisconsin Inc., Series 2008B, 19.120%, 8/15/37 (IF) (5) | | | | | 2/20 at 100.00 | | | | AA– | | | | 474,228 | |
| | | | | |
| | 750 | | | Wisconsin Health and Educational Facilities Authority, Revenue Bonds, Marshfield Clinic, Series 2006A, 5.125%, 2/15/26 | | | | | 2/16 at 100.00 | | | | A– | | | | 772,410 | |
| | | | | |
| | 225 | | | Wisconsin Health and Educational Facilities Authority, Revenue Bonds, Wheaton Franciscan Services Inc., Series 2006B, 4.500%, 8/15/30 | | | | | No Opt. Call | | | | A– | | | | 214,803 | |
| | | | | |
| | | | Wisconsin State, General Fund Annual Appropriation Revenue Bonds, Refunding Series 2009A: | | | | | | | | | | | | | | |
| | 1,000 | | | 6.000%, 5/01/27 | | | | | 5/19 at 100.00 | | | | AA– | | | | 1,157,310 | |
| | 90 | | | 6.000%, 5/01/33 | | | | | 5/19 at 100.00 | | | | AA– | | | | 102,107 | |
| | 5,545 | | | Total Wisconsin | | | | | | | | | | | | | 5,834,439 | |
| | | | Wyoming – 1.4% | | | | | | | | | | | | | | |
| | | | | |
| | 625 | | | Larmie County, Wyoming, Hospital Revenue Bonds, Cheyenne Regional Medical Center Project, Series 2012, 5.000%, 5/01/32 | | | | | 5/21 at 100.00 | | | | A+ | | | | 625,944 | |
| | | | | |
| | 1,000 | | | Natrona County, Wyoming, Hospital Revenue Bonds, Wyoming Medical Center Project, Series 2011, 6.000%, 9/15/26 | | | | | 3/21 at 100.00 | | | | A3 | | | | 1,070,380 | |
| | | | | |
| | 2,000 | | | West Park Hospital District, Wyoming, Hospital Revenue Bonds, Series 2011A, 6.375%, 6/01/26 | | | | | 6/21 at 100.00 | | | | BBB | | | | 2,192,659 | |
| | | | | |
| | 250 | | | Wyoming Municipal Power Agency Power Supply System Revenue Bonds, 2008 Series A, 5.500%, 1/01/28 | | | | | 1/18 at 100.00 | | | | A2 | | | | 275,558 | |
| | 3,875 | | | Total Wyoming | | | | | | | | | | | | | 4,164,541 | |
| $ | 292,067 | | | Total Investments (cost $303,073,448) – 96.5% | | | | | | | | | | | | | 293,174,033 | |
| | | | Floating Rate Obligations – (0.8)% | | | | | | | | | | | | | (2,560,000) | |
| | | | Other Assets Less Liabilities – 4.3% | | | | | | | | | | | | | 13,058,217 | |
| | | | Net Assets – 100% | | | | | | | | | | | | $ | 303,672,250 | |
| | | | |
| | (1) | | | All percentages shown in the Portfolio of Investments are based on net assets. |
| | (2) | | | Optional Call Provisions (not covered by the report of independent registered public accounting firm): Dates (month and year) and prices of the earliest optional call or redemption. There may be other call provisions at varying prices at later dates. Certain mortgage-backed securities may be subject to periodic principal paydowns. |
| | (3) | | | Ratings (not covered by the report of independent registered public accounting firm): 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. |
| | (4) | | | Backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities, which ensure the timely payment of principal and interest. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. |
| | (5) | | | Investment, or portion of investment, has been pledged to collateralize the net payment obligations for investments in inverse floating rate transactions. |
| | (6) | | | At or subsequent to the end of the reporting period, this security is non-income producing. Non-income producing, in the case of a fixed-income security, generally denotes that the issuer has (1) defaulted on the payment of principal or interest, (2) is under the protection of the Federal Bankruptcy Court or (3) the Fund’s Adviser has concluded that the issue is not likely to meet its future interest payment obligations and has directed the Fund’s custodian to cease accruing additional income on the Fund’s records. |
| | (IF) | | | Inverse floating rate investment. |
| | (UB) | | | Underlying bond of an inverse floating rate trust reflected as a financing transaction. See Notes to Financial Statements, Note 3 – General Information and Significant Accounting Policies, Inverse Floating Rate Securities for more information. |
See accompanying notes to financial statements.
Statement of Assets and Liabilities
July 31, 2013
| | | | |
Assets | | | | |
Investments, at value (cost $303,073,448) | | $ | 293,174,033 | |
Cash | | | 10,764,867 | |
Receivable for: | | | | |
From Adviser | | | 22,568 | |
Interest | | | 3,579,777 | |
Investments sold | | | 80,953 | |
Shares sold | | | 771,353 | |
Other assets | | | 2,468 | |
Total assets | | | 308,396,019 | |
Liabilities | | | | |
Floating rate obligations | | | 2,560,000 | |
Payable for: | | | | |
Dividends | | | 613,309 | |
Shares redeemed | | | 1,469,123 | |
Accrued expenses: | | | | |
Trustees fees | | | 4,256 | |
Other | | | 77,081 | |
Total liabilities | | | 4,723,769 | |
Net assets | | $ | 303,672,250 | |
Shares outstanding | | | 29,989,661 | |
Net asset value per share | | $ | 10.13 | |
Net assets consist of: | | | | |
Capital paid-in | | $ | 312,182,243 | |
Undistributed (Over-distribution of) net investment income | | | (247,786 | ) |
Accumulated net realized gain (loss) | | | 1,637,208 | |
Net unrealized appreciation (depreciation) | | | (9,899,415 | ) |
Net assets | | $ | 303,672,250 | |
Authorized shares | | | Unlimited | |
Par value per share | | $ | 0.01 | |
See accompanying notes to financial statements.
Statement of Operations
Year Ended July 31, 2013
| | | | |
Investment Income | | $ | 12,771,263 | |
Expenses | | | | |
Shareholder servicing agent fees and expenses | | | 57,102 | |
Interest expense on floating rate obligations | | | 13,955 | |
Custodian fees and expenses | | | 63,613 | |
Trustees fees and expenses | | | 7,661 | |
Professional fees | | | 33,769 | |
Shareholder reporting expenses | | | 30,353 | |
Federal and state registration fees | �� | | 58,817 | |
Other expenses | | | 14,606 | |
Total expenses before fee waiver/expense reimbursement | | | 279,876 | |
Fee waiver/expense reimbursement | | | (268,770 | ) |
Net expenses | | | 11,106 | |
Net investment income (loss) | | | 12,760,157 | |
Realized and Unrealized Gain (Loss) | | | | |
Net realized gain (loss) from investments | | | 2,738,961 | |
Change in net unrealized appreciation (depreciation) of investments | | | (28,759,142 | ) |
Net realized and unrealized gain (loss) | | | (26,020,181 | ) |
Net increase (decrease) in net assets from operations | | $ | (13,260,024 | ) |
See accompanying notes to financial statements.
Statement of Changes in Net Assets
| | | | | | | | |
| | | Year Ended
7/31/13 | | | Year Ended
7/31/12 | |
Operations | | | | | | | | |
Net investment income (loss) | | $ | 12,760,157 | | | $ | 10,232,664 | |
Net realized gain (loss) from investments | | | 2,738,961 | | | | 3,745,877 | |
Change in net unrealized appreciation (depreciation) of investments | | | (28,759,142 | ) | | | 15,117,463 | |
Net increase (decrease) in net assets from operations | | | (13,260,024 | ) | | | 29,096,004 | |
Distributions to Shareholders | | | | | | | | |
From net investment income | | | (13,019,253 | ) | | | (10,326,285 | ) |
From accumulated net realized gains | | | (4,536,713 | ) | | | (606,456 | ) |
Decrease in net assets from distributions to shareholders | | | (17,555,966 | ) | | | (10,932,741 | ) |
Fund Share Transactions | | | | | | | | |
Proceeds from sale of shares | | | 141,441,445 | | | | 116,910,018 | |
Proceeds from shares issued to shareholders due to reinvestment of distributions | | | 9,232,432 | | | | 4,772,017 | |
| | | 150,673,877 | | | | 121,682,035 | |
Cost of shares redeemed | | | (84,961,186 | ) | | | (44,429,234 | ) |
Net increase (decrease) in net assets from Fund share transactions | | | 65,712,691 | | | | 77,252,801 | |
Net increase (decrease) in net assets | | | 34,896,701 | | | | 95,416,064 | |
Net assets at the beginning of period | | | 268,775,549 | | | | 173,359,485 | |
Net assets at the end of period | | $ | 303,672,250 | | | $ | 268,775,549 | |
Undistributed (Over-distribution of) net investment income at the end of period | | $ | (247,786 | ) | | $ | 38,106 | |
See accompanying notes to financial statements.
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Financial Highlights
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Selected data for a share outstanding throughout each period: | |
| | | | |
| | | | | | Investment Operations | | | Less Distributions | | | | |
| | | | | | | | | | | | | | | | | | | | |
Year Ended
July 31, | | Beginning
Net
Asset
Value | | | Net
Invest-
ment
Income
(Loss)(a) | | | Net
Realized/
Unrealized
Gain
(Loss) | | | Total | | | From
Net
Invest-
ment
Income | | | From
Accumulated
Net Realized
Gains | | | Total | | | Ending
Net
Asset
Value | |
2013 | | $ | 11.13 | | | $ | .46 | | | $ | (.82 | ) | | $ | (.36 | ) | | $ | (.47 | ) | | $ | (.17 | ) | | $ | (.64 | ) | | $ | 10.13 | |
2012 | | | 10.22 | | | | .51 | | | | .95 | | | | 1.46 | | | | (.52 | ) | | | (.03 | ) | | | (.55 | ) | | | 11.13 | |
2011 | | | 10.42 | | | | .54 | | | | (.11 | ) | | | .43 | | | | (.54 | ) | | | (.09 | ) | | | (.63 | ) | | | 10.22 | |
2010 | | | 9.80 | | | | .52 | | | | .60 | | | | 1.12 | | | | (.50 | ) | | | — | | | | (.50 | ) | | | 10.42 | |
2009 | | | 9.78 | | | | .49 | | | | .01 | | | | .50 | | | | (.48 | ) | | | — | | | | (.48 | ) | | | 9.80 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| | | | Ratios/Supplemental Data | |
| | | | | | | Ratios to Average
Net Assets Before
Waiver/Reimbursement | | | Ratios to Average
Net Assets After
Waiver/Reimbursement(c) | | | | |
Total
Return(b) | | |
Ending
Net
Assets
(000) | | | Expenses
Including
Interest(d) | | | Expenses
Excluding
Interest | | | Net
Invest-
ment
Income
(Loss) | | | Expenses
Including
Interest(d) | | | Expenses
Excluding
Interest | | | Net
Invest-
ment
Income
(Loss) | | | Portfolio
Turnover
Rate(e) | |
| | (3.54 | )% | | $ | 303,672 | | | | .09 | % | | | .09 | % | | | 4.08 | % | | | — | %* | | | — | %* | | | 4.17 | % | | | 25 | % |
| | 14.66 | | | | 268,776 | | | | .12 | | | | .12 | | | | 4.64 | | | | — | | | | — | | | | 4.75 | | | | 29 | |
| | 4.38 | | | | 173,359 | | | | .09 | | | | .08 | | | | 5.25 | | | | .01 | | | | — | | | | 5.33 | | | | 17 | |
| | 11.68 | | | | 140,543 | | | | .17 | | | | .17 | | | | 4.89 | | | | — | | | | — | | | | 5.06 | | | | 40 | |
| | 5.35 | | | | 92,354 | | | | .25 | | | | .25 | | | | 4.87 | | | | — | | | | — | | | | 5.12 | | | | 23 | |
| (a) | Per share Net Investment Income (Loss) is calculated using the average daily shares method. |
| (b) | Total return is the combination of changes in net asset value, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. Total returns are not annualized. |
| (c) | After fee waiver and/or expense reimbursement from the Adviser. |
| (d) | The expense ratios reflect, among other things, the interest expense deemed to have been paid by the Fund on the floating rate certificates issued by the special purpose trusts for the self-deposited inverse floaters held by the Fund, where applicable, as described in Note 3 – Portfolio Securities and Investments in Derivatives, Inverse Floating Rate Securities. |
| (e) | 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. |
| * | Rounds to less than 0.1%. |
See accompanying notes to financial statements.
Notes to Financial Statements
1. General Information and Significant Accounting Policies
General Information
The Nuveen Managed Accounts Portfolios Trust (the “Trust”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Trust is comprised of the Municipal Total Return Managed Accounts Portfolio (the “Fund”), as a diversified fund, among others. The Trust was organized as a Massachusetts business trust on November 14, 2006.
The Fund is developed exclusively for use within Nuveen-sponsored separately managed accounts. The Fund is a specialized municipal bond Fund to be used in combination with selected individual securities to effectively model institutional-level investment strategies. The Fund enables certain Nuveen municipal separately managed account investors to achieve greater diversification and return potential than smaller managed accounts might otherwise achieve by using lower quality, higher yielding securities and to gain access to special investment opportunities normally available only to institutional investors.
On December 31, 2012, the Fund’s investment adviser converted from a Delaware corporation to a Delaware limited liability company. As a result, Nuveen Fund Advisors, Inc., a wholly-owned subsidiary of Nuveen Investments, Inc. (“Nuveen”), changed its name to Nuveen Fund Advisors, LLC (the “Adviser”). There were no changes to the identities or roles of any personnel as a result of the change.
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 Nuveen Asset Management, LLC (“NAM”), a subsidiary of the Adviser, under which NAM manages the investment portfolio of the Fund.
The Fund’s primary investment objective is to seek attractive total return. The Fund also seeks to provide high current income exempt from regular federal income taxes. NAM uses a value-oriented strategy and looks for higher-yielding and undervalued municipal bonds that offer the potential for above-average total return. The Fund invests in various types of municipal securities, including investment grade (rated BBB/Baa or better), below investment grade (rated BB/Ba or lower) and unrated municipal securities. The Fund may invest up to 50% of its net assets in below investment grade municipal bonds, but will normally invest 10-30% of its net assets in such bonds. Such securities are commonly referred to as “high yield” securities or junk bonds. The Fund may invest up to 5% of its net assets in defaulted bonds. The Fund may invest without limit in securities that generate income subject to the alternative minimum tax. The Fund will focus on securities with intermediate to longer term maturities and, as such, will generally maintain, under normal market conditions, an investment portfolio with an overall weighted average maturity of approximately 12 to 25 years. The Fund may invest up to 50% of its net assets in municipal securities whose interest payments vary inversely with changes in short-term tax-exempt interest rates (“inverse floaters”). The Fund may also make forward commitments in which the Fund agrees to buy a security for settlement in the future at a price agreed upon today.
The Fund’s most recent prospectus provides further description of the Fund’s investment objective, principal investment strategies and principal risks.
Significant Accounting Policies
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 July 31, 2013, the Fund had no outstanding purchase commitments.
Investment Income
Investment income, which reflects the amortization of premiums and includes accretion of discounts for financial reporting purposes, is recorded on an accrual basis. Investment income also includes 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. Should the Fund receive a refund of 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
The Fund declares dividends from its net investment income daily and pays shareholders monthly. Fund shares begin to accrue dividends on the business day after the day when the monies used to purchase Fund shares are collected by the Fund’s transfer agent.
Net realized capital gains and/or market discount from investment transactions, if any, are declared and distributed to shareholders at least annually. Furthermore, capital gains are distributed only to the extent they exceed available capital loss carryforwards.
Distributions to shareholders of net investment income, net realized capital gains and/or market discount, if any, 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.
Indemnifications
Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts that provide general indemnifications to other parties. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, the Trust has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
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
Investment Valuation
Prices of municipal bonds are provided by a pricing service approved by the Fund’s Board of Trustees. These securities are generally classified as Level 2 for fair value measurement purposes. 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. 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.
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 Fund’s Board of Trustees or its designee 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 a Fund’s net asset value (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 Fund’s Board of Trustees or its designee.
Fair Value Measurements
Fair value is defined as the price that the Fund would receive 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). |
Notes to Financial Statements (continued)
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*: | | | | | | | | | | | | | | | | |
Municipal Bonds | | $ | — | | | $ | 293,174,033 | | | $ | — | | | $ | 293,174,033 | |
| * | Refer to the Fund’s Portfolio of Investments for state classifications. |
The Nuveen funds’ Board of Directors/Trustees is responsible for the valuation process and has delegated 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 of Directors/Trustees, is responsible for making fair value determinations, evaluating the effectiveness of the funds’ pricing policies and reporting to the Board of Directors/Trustees. 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 funds, 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 of Directors/Trustees, 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 of Directors/Trustees.
3. Portfolio Securities and Investments in Derivatives
Portfolio Securities
Inverse Floating Rate Securities
The Fund is authorized to invest in inverse floating rate securities. An inverse floating rate security is created by depositing a municipal bond, typically with a fixed interest rate, into a special purpose trust created by a broker-dealer. In turn, this trust (a) issues floating rate certificates, in face amounts equal to some fraction of the deposited bond’s par amount or market value, that typically pay short-term tax-exempt interest rates to third parties, and (b) issues to a long-term investor (such as the Fund) an inverse floating rate certificate (sometimes referred to as an “inverse floater”) that represents all remaining or residual interest in the trust. The income received by the inverse floater holder varies inversely with the short-term rate paid to the floating rate certificates’ holders, and in most circumstances the inverse floater holder bears substantially all of the underlying bond’s downside investment risk and also benefits disproportionately from any potential appreciation of the underlying bond’s value. The price of an inverse floating rate security will be more volatile than that of the underlying bond because the interest rate is dependent on not only the fixed coupon rate of the underlying bond but also on the short-term interest paid on the floating rate certificates, and because the inverse floating rate security essentially bears the risk of loss of the greater face value of the underlying bond.
The Fund may purchase an inverse floating rate security in a secondary market transaction without first owning the underlying bond (referred to as an “externally-deposited inverse floater”), or instead by first selling a fixed-rate bond to a broker-dealer for deposit into the special purpose trust and receiving in turn the residual interest in the trust (referred to as a “self-deposited inverse floater”). The inverse floater held by the Fund gives the Fund the right (a) to cause the holders of the floating rate certificates to tender their notes at par, and (b) to have the broker transfer the fixed-rate bond held by the trust to the Fund, thereby collapsing the trust. An investment in an externally-deposited inverse floater is identified in the Portfolio of Investments as “(IF) – Inverse floating rate investment.” An investment in a self-deposited inverse floater is accounted for as a financing transaction. In such instances, a fixed-rate bond deposited into a special purpose trust is identified in the Portfolio of Investments as “(UB) – Underlying bond of an inverse floating rate trust reflected as a financing transaction,” with the Fund accounting for the short-term floating rate certificates issued by the trust as “Floating rate obligations” on the Statement of Assets and Liabilities. In addition, the Fund reflects in
“Investment Income” the entire earnings of the underlying bond and recognizes the related interest paid to the holders of the short-term floating rate certificates as “Interest expense on floating rate obligations” on the Statement of Operations.
During the fiscal year ended July 31, 2013, the Fund invested in externally-deposited inverse floaters and self-deposited inverse floaters.
The Fund may also enter into shortfall and forbearance agreements (sometimes referred to as a “recourse trust” or “credit recovery swap”) (such agreements referred to herein as “Recourse Trusts”) with a broker-dealer by which the Fund agrees to reimburse the broker-dealer, in certain circumstances, for the difference between the liquidation value of the fixed-rate bond held by the trust and the liquidation value of the floating rate certificates issued by the trust plus any shortfalls in interest cash flows. Under these agreements, the Fund’s potential exposure to losses related to or on inverse floaters may increase beyond the value of the Fund’s inverse floater investments as the Fund may potentially be liable to fulfill all amounts owed to holders of the floating rate certificates. At period end, any such shortfall is recognized as “Unrealized depreciation on Recourse Trusts” on the Statement of Assets and Liabilities. As of July 31, 2013, the Fund’s maximum exposure to the floating rate obligations issued by externally-deposited Recourse Trusts was $26,385,000.
The average floating rate obligations outstanding and average annual interest rate and fees related to self-deposited inverse floaters for the Fund during the fiscal year ended July 31, 2013, were as follows:
| | | | |
Average floating rate obligations outstanding | | $ | 2,086,781 | |
Average annual interest rate and fees | | | 0.67 | % |
Zero Coupon Securities
The Fund is authorized to invest in 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 transactions. 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. The Fund did not invest in derivative instruments during the fiscal year ended July 31, 2013.
4. Fund Shares
Transactions in Fund shares were as follows:
| | | | | | | | | | | | | | | | |
| | | Year Ended
7/31/13 | | | Year Ended
7/31/12 | |
| | | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | 12,883,379 | | | $ | 141,441,445 | | | | 10,875,376 | | | $ | 116,910,018 | |
Shares issued to shareholders due to reinvestment of distributions | | | 839,105 | | | | 9,232,432 | | | | 444,051 | | | | 4,772,017 | |
Shares redeemed | | | (7,885,758 | ) | | | (84,961,186 | ) | | | (4,135,088 | ) | | | (44,429,234 | ) |
Net increase (decrease) | | | 5,836,726 | | | $ | 65,712,691 | | | | 7,184,339 | | | $ | 77,252,801 | |
5. Investment Transactions
Purchases and sales (including maturities but excluding short-term investments) during the fiscal year ended July 31, 2013, aggregated $129,141,406 and $75,412,509, respectively.
6. Income Tax Information
The Fund intends to distribute substantially all of its net investment income and net capital gains to shareholders and to otherwise comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. Therefore, no federal income tax provision is required. Furthermore, the Fund intends to satisfy conditions which will enable interest from municipal securities, which is exempt from regular federal income tax, to retain such tax-exempt status when distributed to shareholders of the Fund. Net realized capital gains and ordinary income distributions paid by the Fund are subject to federal taxation.
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.
Notes to Financial Statements (continued)
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 timing differences in recognizing taxable market discount, timing differences in recognizing certain gains and losses on investment transactions and the treatment of investments in inverse floating rate securities reflected as financing transactions, if any. 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 net asset value of the Fund.
As of July 31, 2013, the cost and unrealized appreciation (depreciation) of investments, as determined on a federal income tax basis, were as follows:
| | | | |
Cost of investments | | $ | 300,427,091 | |
Gross unrealized: | | | | |
Appreciation | | $ | 5,663,182 | |
Depreciation | | | (15,476,248 | ) |
Net unrealized appreciation (depreciation) of investments | | $ | (9,813,066 | ) |
Permanent differences, primarily due to taxable market discount and distribution character reclassifications, resulted in reclassifications among the Fund’s components of net assets as of July 31, 2013, the Fund’s tax year end, as follows:
| | | | |
Capital paid-in | | $ | — | |
Undistributed (Over-distribution of) net investment income | | | (26,796 | ) |
Accumulated net realized gain (loss) | | | 26,796 | |
The tax components of undistributed net tax-exempt income, net ordinary income and net long-term capital gains as of July 31, 2013, the Fund’s tax year end, were as follows:
| | | | |
Undistributed net tax-exempt income1 | | $ | 769,657 | |
Undistributed net ordinary income2 | | | 135,066 | |
Undistributed net long-term capital gains | | | 1,878,881 | |
| 1 | Undistributed net tax-exempt income (on a tax basis) has not been reduced for the dividends declared during the period July 1, 2013 through July 31, 2013, and paid on August 1, 2013. |
| 2 | Net ordinary income consists of taxable market discount income and net short-term capital gains if any. |
The tax character of distributions paid during the Fund’s tax years ended July 31, 2013 and July 31, 2012, was designated for purposes of the dividends paid deduction as follows:
| | | | |
| 2013 | | | |
Distributions from net tax-exempt income3 | | $ | 12,595,500 | |
Distributions from net ordinary income2 | | | 670,463 | |
Distributions from net long-term capital gains4 | | | 3,994,081 | |
| | | | |
| 2012 | | | |
Distributions from net tax-exempt income | | $ | 10,142,510 | |
Distributions from net ordinary income2 | | | 103,587 | |
Distributions from net long-term capital gains | | | 517,936 | |
| 2 | Net ordinary income consists of taxable market discount income and net short-term capital gains, if any. |
| 3 | The Fund hereby designates this amount paid during the fiscal year ended July 31, 2013, as Exempt Interest Dividends. |
| 4 | The Fund designates as long-term capital gain dividend, pursuant to the Internal Revenue Code Section 852(b)(3), the amount necessary to reduce earnings and profits of the Fund related to net capital gain to zero for the tax year ended July 31, 2013. |
The Fund has elected to defer late-year losses in accordance with federal income tax rules. These losses are treated as having arisen on the first day of the following fiscal year. The Fund has elected to defer losses as follows:
| | | | |
Post-October capital losses5 | | $ | 245,484 | |
Late-year ordinary losses6 | | | — | |
| 5 | Capital losses incurred from November 1, 2012 through July 31, 2013, the Fund's tax year end. |
| 6 | Ordinary losses incurred from January 1, 2013 through July 31, 2013, and specified losses incurred from November 1, 2012 through July 31, 2013. |
7. Management Fees and Other Transactions with Affiliates
The Adviser does not charge any management fees or other expenses directly to the Fund. The Adviser has agreed irrevocably during the existence of the Fund to waive all fees and pay or reimburse all expenses of the Fund (excluding interest expense, taxes, fees incurred in acquiring and disposing of portfolio securities and extraordinary expenses). The Adviser and NAM are compensated for its services to the Fund from the fee charged at the separately managed account level.
8. New Accounting Pronouncements
Financial Accounting Standards Board (“FASB”) Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities
In January 2013, Accounting Standards Update (“ASU”) 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, replaced ASU 2011-11, Disclosures about Offsetting Assets and Liabilities. ASU 2013-01 is effective for fiscal years beginning on or after January 1, 2013. ASU 2011-11 was intended to enhance disclosure requirements on the offsetting of financial assets and liabilities. ASU 2013-01 limits the scope of the new balance sheet offsetting disclosures to derivatives, repurchase agreements and securities lending transactions to the extent that they are (1) offset in the financial statements or (2) subject to an enforceable master netting arrangement or similar agreement. Management is currently evaluating the application of ASU 2013-01 and its impact to the financial statements and footnote disclosures, if any.
Trustees and Officers* (Unaudited)
The management of the Funds, including general supervision of the duties performed for the Funds by the Adviser, is the responsibility of the Board of Trustees of the Funds. The number of trustees of the Funds is currently set at ten. None of the trustees who are not “interested” persons of the Funds (referred to herein as “independent trustees”) has ever been a director or employee of, or consultant to, Nuveen or its affiliates. The names and business addresses of the trustees and officers of the Funds, their principal occupations and other affiliations during the past five years, the number of portfolios each oversees and other directorships they hold are set forth below.
The Funds’ Statement of Additional Information (“SAI”) includes more information about the trustees. To request a free copy, call Nuveen Investments at (800) 257-8787 or visit the Funds’ website at www.nuveen.com.
| | | | | | | | |
Name, Year of Birth & Address | | Position(s) Held with the Funds | | Year First Elected or Appointed (1) | | Principal Occupation(s) Including other Directorships During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Trustee |
| | |
| Independent Trustees: | | | | |
William J. Schneider 1944 333 W. Wacker Drive Chicago, IL 60606 | | Chairman of the Board and Trustee | | 1996 | | Chairman of Miller-Valentine Partners Ltd., a real estate investment company; formerly, Senior Partner and Chief Operating Officer (retired 2004) of Miller-Valentine Group; owner in several other Miller-Valentine; entities; Board Member of Mid-America Health System, Tech Town, Inc., a not-for-profit community development company and WDPR Public Radio Station; formerly, member, Business Advisory Council, Cleveland Federal Reserve Bank and University of Dayton Business School Advisory Council. | | 211 |
Robert P. Bremner 1940 333 W. Wacker Drive Chicago, IL 60606 | | Trustee | | 1996 | | Private Investor and Management Consultant; Treasurer and Director, Humanities Council of Washington, D.C.; Board Member, Independent Directors Council affiliated with the Investment Company Institute. | | 211 |
Jack B. Evans 1948 333 W. Wacker Drive Chicago, IL 60606 | | Trustee | | 1999 | | President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Chairman, United Fire Group, a publicly held company; formerly, member and President Pro Tem of the Board of Regents for the State of Iowa University System; Director, Source Media Group; Life Trustee of Coe College; formerly, Director, Alliant Energy; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm. | | 211 |
William C. Hunter 1948 333 W. Wacker Drive Chicago, IL 60606 | | Trustee | | 2004 | | Dean Emeritus (since June 30, 2012), formerly, Dean, Tippie College of Business, University of Iowa (2006-2012); Director (since 2004) of Xerox Corporation; Director (since 2005), and President (since July 2012) Beta Gamma Sigma, Inc., The International Honor Society; Director of Wellmark, Inc. (since 2009); formerly, Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003); formerly, Director (1997-2007), Credit Research Center at Georgetown University. | | 211 |
David J. Kundert 1942 333 W. Wacker Drive Chicago, IL 60606 | | Trustee | | 2005 | | Formerly, Director, Northwestern Mutual Wealth Management Company; (2006-2013) retired (since 2004) as Chairman, JPMorgan Fleming Asset Management, President and CEO, Banc One Investment Advisors Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Banc One Corporation and Chairman and CEO, Banc One Investment Management Group; Regent Emeritus, Member of Investment Committee, Luther College; member of the Wisconsin Bar Association; member of Board of Directors, Friends of Boerner Botanical Gardens; member of Board of Directors and Chair of Investment Committee, Greater Milwaukee Foundation; member of the Board of Directors (Milwaukee), College Possible. | | 211 |
| | | | | | | | |
Name, Year of Birth & Address | | Position(s) Held with the Funds | | Year First Elected or Appointed (1) | | Principal Occupation(s) Including other Directorships During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Trustee |
John K. Nelson 1962 333 West Wacker Drive Chicago, IL 60606 | | Trustee | | 2013 | | Senior external advisor to the financial services practice of Deloitte Consulting LLP (since 2012); Member of Board of Directors of Core12 LLC (since 2008), a private firm which develops branding, marketing and communications strategies for clients; Chairman of the Board of Trustees of Marian University (since 2010 as trustee, 2011 as Chairman); Director of The Curran Center for Catholic American Studies (since 2009) and The President’s Council, Fordham University (since 2010); formerly, Chief Executive Officer of ABN AMRO N.V. North America, and Global Head of its Financial Markets Division (2007-2008); prior senior positions held at ABN AMRO include Corporate Executive Vice President and Head of Global Markets—the Americas (2006-2007), CEO of Wholesale Banking—North America and Global Head of Foreign Exchange and Futures Markets (2001-2006), and Regional Commercial Treasurer and Senior Vice President Trading—North America (1996-2001); formerly, Trustee at St. Edmund Preparatory School in New York City. | | 211 |
Judith M. Stockdale 1947 333 W. Wacker Drive Chicago, IL 60606 | | Trustee | | 1997 | | Formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation (since 1994); prior thereto, Executive Director, Great Lakes Protection Fund (1990-1994). | | 211 |
Carole E. Stone 1947 333 W. Wacker Drive Chicago, IL 60606 | | Trustee | | 2007 | | Director, Chicago Board Options Exchange (since 2006), C2 Options Exchange, Incorporated (since 2009) and CBOE Holdings, Inc. (since 2010); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010); formerly, Chair, New York Racing Association Oversight Board (2005-2007). | | 211 |
Virginia L. Stringer 1944 333 W. Wacker Drive Chicago, IL 60606 | | Trustee | | 2011 | | Board Member, Mutual Fund Directors Forum; former governance consultant and non-profit board member; former Owner and President, Strategic Management Resources, Inc. a management consulting firm; former Member, Governing Board, Investment Company Institute’s Independent Directors Council; previously, held several executive positions in general management, marketing and human resources at IBM and The Pillsbury Company; Independent Director, First American Fund Complex (1987-2010) and Chair (1997-2010). | | 211 |
Terence J. Toth 1959 333 W. Wacker Drive Chicago, IL 60606 | | Trustee | | 2008 | | Managing Partner, Promus Capital (since 2008); Director, Fulcrum IT Service LLC (since 2010), Quality Control Corporation (since 2012) and LogicMark LLC (since 2012); formerly, Director, Legal & General Investment Management America, Inc. (2008-2013); formerly, CEO and President, Northern Trust Global Investments (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); member: Chicago Fellowship Board (since 2005), Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (since 2012), and a member of its investment committee; formerly, Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004). | | 211 |
Trustees and Officers* (Unaudited) (continued)
| | | | | | | | |
Name, Year of Birth & Address | | Position(s) Held with the Funds | | Year First Elected or Appointed (2) | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Officer |
| | |
| Officers of the Funds: | | | | |
Gifford R. Zimmerman 1956 333 W. Wacker Drive Chicago, IL 60606 | | Chief Administrative Officer | | 1988 | | Managing Director (since 2002), and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Managing Director (since 2002), Assistant Secretary (since 1997) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Managing Director, Associate General Counsel and Assistant Secretary of Symphony Asset Management LLC (since 2003); Vice President and Assistant Secretary of NWQ Investment Management Company, LLC (since 2002), Nuveen Investments Advisers Inc. (since 2002), Santa Barbara Asset Management, LLC (since 2006) and of Winslow Capital Management, LLC, (since 2010); Vice President and Assistant Secretary (since 2013), formerly, Chief Administrative Officer and Chief Compliance Officer (2006-2013) of Nuveen Commodities Asset Management, LLC; Chartered Financial Analyst. | | 211 |
Margo L. Cook 1964 333 W. Wacker Drive Chicago, IL 60606 | | Vice President | | 2009 | | Executive Vice President (since 2008) of Nuveen Investments, Inc. and of Nuveen Fund Advisors, LLC (since 2011); Managing Director – Investment Services of Nuveen Commodities Asset Management, LLC (since August 2011), previously, Head of Institutional Asset Management (2007-2008) of Bear Stearns Asset Management; Head of Institutional Asset Management (1986-2007) of Bank of NY Mellon; Chartered Financial Analyst. | | 211 |
Lorna C. Ferguson 1945 333 W. Wacker Drive Chicago, IL 60606 | | Vice President | | 1998 | | Managing Director (since 2005) of Nuveen Fund Advisors, LLC and Nuveen Securities, LLC (since 2004). | | 211 |
Stephen D. Foy 1954 333 W. Wacker Drive Chicago, IL 60606 | | Vice President and Controller | | 1998 | | Senior Vice President (2010-2011), formerly, Vice President (2005-2010) and Funds Controller of Nuveen Securities, LLC; Senior Vice President (since 2013), formerly, Vice President of Nuveen Fund Advisors, LLC; Chief Financial Officer of Nuveen Commodities Asset Management, LLC (since 2010); Certified Public Accountant. | | 211 |
Scott S. Grace 1970 333 W. Wacker Drive Chicago, IL 60606 | | Vice President and Treasurer | | 2009 | | Managing Director, Corporate Finance & Development, Treasurer (since 2009) of Nuveen Securities, LLC; Managing Director and Treasurer (since 2009) of Nuveen Fund Advisors, LLC, Nuveen Investments Advisers, Inc., Nuveen Investments Holdings Inc. and (since 2011) Nuveen Asset Management, LLC; Vice President and Treasurer of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC.; Vice President of Santa Barbara Asset Management, LLC; formerly, Treasurer (2006-2009), Senior Vice President (2008-2009), previously, Vice President (2006-2008) of Janus Capital Group, Inc.; formerly, Senior Associate in Morgan Stanley’s Global Financial Services Group (2000-2003); Chartered Accountant Designation. | | 211 |
Walter M. Kelly 1970 333 W. Wacker Drive Chicago, IL 60606 | | Chief Compliance Officer and Vice President | | 2003 | | Senior Vice President (since 2008) and Assistant Secretary (since 2003) of Nuveen Fund Advisors, LLC; Senior Vice President (since 2008) of Nuveen Investments Holdings, Inc; formerly, Senior Vice President (2008-2011) of Nuveen Securities, LLC. | | 211 |
Tina M. Lazar 1961 333 W. Wacker Drive Chicago, IL 60606 | | Vice President | | 2002 | | Senior Vice President (since 2010), formerly, Vice President (2005-2010) of Nuveen Fund Advisors, LLC. | | 211 |
Trustees and Officers* (Unaudited) (continued)
| | | | | | | | |
Name, Year of Birth & Address | | Position(s) Held with the Funds | | Year First Elected or Appointed (2) | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Officer |
Kevin J. McCarthy 1966 333 W. Wacker Drive Chicago, IL 60606 | | Vice President and Secretary | | 2007 | | Managing Director and Assistant Secretary (since 2008), Nuveen Securities, LLC; Managing Director (since 2008), Assistant Secretary (since 2007) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Managing Director (since 2008), and Assistant Secretary, Nuveen Investment Holdings, Inc.; Vice President (since 2007) and Assistant Secretary of Nuveen Investments Advisers Inc., NWQ Investment Management Company, LLC, Tradewinds Global Investors LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC, and of Winslow Capital Management, LLC. (since 2010); Vice President and Secretary (since 2010) of Nuveen Commodities Asset Management, LLC. | | 211 |
Kathleen L. Prudhomme 1953 901 Marquette Avenue Minneapolis, MN 55402 | | Vice President and Assistant Secretary | | 2011 | | Managing Director, Assistant Secretary and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Managing Director and Assistant Secretary (since 2011) of Nuveen Securities, LLC; formerly, Deputy General Counsel, FAF Advisors, Inc. (2004-2010). | | 211 |
Joel T. Slager 1978 333 West Wacker Drive Chicago, IL 60606 | | Vice President and Assistant Secretary | | 2013 | | Fund Tax Director for Nuveen Funds (since May, 2013); previously, Vice President of Morgan Stanley Investment Management, Inc., Assistant Treasurer of the Morgan Stanley Funds (from 2010 to 2013); Tax Director at PricewaterhouseCoopers LLP (from 2008 to 2010). | | 211 |
Jeffery M. Wilson 1956 333 West Wacker Drive Chicago, IL 60606 | | Vice President | | 2011 | | Senior Vice President of Nuveen Securities, LLC (since 2011); formerly, Senior Vice President of FAF Advisors, Inc. (2000-2010). | | 108 |
| (1) | Trustees serve an indefinite term until his/her successor is elected or appointed. The year first elected or appointed represents the year in which the trustee was first elected or appointed to any fund in the Nuveen Fund Complex. |
| (2) | Officers serve one year terms through August of each year. The year first elected or appointed represents the year in which the officer was first elected or appointed to any fund in the Nuveen Fund Complex. |
| * | Represents the Fund’s Board of Trustees as of September 1, 2013. |
Annual Investment Management Agreement Approval Process
(Unaudited)
The Board of Trustees (the “Board” and each Trustee, a “Board Member”) of the Fund, including the Board Members who are not parties to the Fund’s advisory or sub-advisory agreement or “interested persons” of any such parties (the “Independent Board Members”), is responsible for approving the 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”) between the Adviser and Nuveen Asset Management, LLC (the “Sub-Adviser”) (the Investment Management Agreement and the Sub-Advisory Agreement are referred to collectively as the “Advisory Agreements”) and their periodic continuation. Pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), the Board is required to consider the continuation of the Advisory Agreements on an annual basis. Accordingly, at an in-person meeting held on May 20-22, 2013 (the “May Meeting”), the Board, including a majority of the Independent Board Members, considered and approved the continuation of the Advisory Agreements for the Fund for an additional one-year period.
In preparation for its considerations at the May Meeting, the Board requested and received extensive materials prepared in connection with the review of the Advisory Agreements. The materials provided a broad range of information regarding the Fund, the Adviser and the Sub-Adviser (the Adviser and the Sub-Adviser are collectively, the “Fund Advisers” and each, a “Fund Adviser”). As described in more detail below, the information provided included, among other things, a review of Fund performance, including Fund investment performance assessments against appropriate benchmarks; Fund fees and expenses; 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 an analysis of the Adviser’s profitability with comparisons to comparable peers in the managed fund business. As part of its annual review, the Board also held a separate meeting on April 17-18, 2013, to review the Fund’s investment performance and consider an analysis provided 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, performance of the Fund, and significant changes to the foregoing. As a result of its review of the materials and discussions, the Board presented the Adviser with questions and the Adviser responded.
The materials and information prepared in connection with the annual review of the Advisory Agreements supplement the information and analysis provided to the Board during the year. In this regard, throughout the year, the Board, acting directly or through its committees, regularly reviews the performance and various services provided by the Adviser and the Sub-Adviser. The Board meets at least quarterly as well as at other times as the need arises. At its quarterly meetings, the Board reviews reports by the Adviser regarding, among other things, fund performance, fund expenses, the performance of the investment teams, and compliance, regulatory and risk management matters. In addition to regular reports, the Adviser provides special reports to the Board or a committee thereof from time to time to enhance the Board’s understanding of various topics that impact some or all the Nuveen funds (such as accounting and financial statement presentations of the various forms of leverage that may be used by a closed-end fund or an update on the valuation policies and procedures), to update the Board on regulatory developments impacting the investment company industry or to update the Board on the business plans or other matters impacting the Adviser. The Board also meets with key investment personnel managing the fund portfolios during the year. In October 2011, the Board also created two standing committees (the Open-End Fund Committee and the Closed-End Fund Committee) to assist the full Board in monitoring and gaining a deeper insight into the distinctive business practices of open-end and closed-end funds. These Committees meet prior to each quarterly Board meeting, and the Adviser provides presentations to these Committees permitting them to delve further into specific matters or initiatives impacting the respective product line.
In addition, the Board continues 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 visited certain of the Sub-Adviser’s investment teams in Minneapolis in September 2012, and its municipal team in November 2012. In addition, the ad hoc Securities Lending Committee of the Board met with certain service providers and the Audit Committee of the Board made a site visit to three pricing service providers.
The Board considers 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 are assisted throughout the process by independent legal counsel. Counsel provided materials describing applicable law and the duties of directors or trustees in reviewing advisory contracts. During the course of the year and during their deliberations regarding the review of advisory contracts, the Independent Board Members met with independent legal counsel in executive sessions without management present. In addition, it is important to recognize that the management arrangements for the 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 considered all factors it believed relevant with respect to the Fund, including among other factors: (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 Fund’s Advisory Agreements. 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 considering renewal of the Advisory Agreements, the Independent Board Members considered the nature, extent and quality of the Fund Adviser’s services, including advisory services and the resulting Fund performance and administrative services. The Independent Board Members further considered the overall reputation and capabilities of the Adviser and its affiliates, the commitment of the Adviser to provide high quality service to the Fund, their overall confidence in the capability and integrity of the Adviser and its staff and the Adviser’s responsiveness to questions and concerns raised by them. The Independent Board Members reviewed materials outlining, among other things, the Fund Adviser’s organization and business; the types of services that the Fund Adviser or its affiliates provide to the Fund; the performance record of the Fund (as described in further detail below); and any applicable initiatives Nuveen had taken for the open-end fund product line.
In considering advisory services, the Board recognized that the Adviser provides various oversight, administrative, compliance and other services for the Fund and the Sub-Adviser generally provides the portfolio investment management services to the Fund. In reviewing the portfolio management services provided to the Fund, the Board reviewed the materials provided by the Nuveen Investment Services Oversight Team analyzing, among other things, the Sub-Adviser’s investment team and changes thereto, organization and history, assets under management, the investment team’s philosophy and strategies in managing the Fund, developments affecting the Sub-Adviser or Fund and Fund performance. The Independent Board Members also reviewed portfolio manager compensation arrangements to evaluate each Fund Adviser’s ability to attract and retain high quality investment personnel, preserve stability, and reward performance but not provide an inappropriate incentive to take undue risks. In addition, the Board considered the Adviser’s execution of its oversight responsibilities over the Sub-Adviser. Given the importance of compliance, the Independent Board Members also considered Nuveen’s compliance program, including the report of the chief compliance officer regarding the Fund’s compliance policies and procedures; the resources dedicated to compliance; and the record of compliance with the policies and procedures. Given the Adviser’s emphasis on business risk, the Board also appointed an Independent Board Member as a point person to review and keep the Board apprised of developments in this area during the year.
In addition to advisory services, the Board considered the quality and extent of administrative and other non-investment advisory services the Adviser and its affiliates provide to the Fund, including product management, investment services (such as oversight of investment policies and procedures, risk management, and pricing), fund administration, oversight of service providers, shareholder services and communications, administration of Board relations, regulatory and portfolio compliance and legal support. The Board further recognized Nuveen’s additional investments in personnel, including in compliance and risk management. The Board Members noted, however, that the Fund is offered via separately managed accounts and may require fewer shareholder services than a typical open-end fund.
In reviewing the services provided, the Board considered the new services and service enhancements that the Adviser has implemented since the various advisory agreements were last reviewed. In reviewing the activities of 2012, the Board recognized the Adviser’s focus on product rationalization for both closed-end and open-end funds during the year, consolidating certain Nuveen funds through mergers that were designed to improve efficiencies and economies of scale for shareholders, repositioning various Nuveen funds through updates in their investment policies and guidelines with the expectation of bringing greater value to shareholders, and liquidating certain Nuveen funds. The Board recognized the Adviser’s significant investment in technology initiatives to, among other things, create a central repository for fund and other Nuveen product data, develop a group within the Adviser designed to handle and analyze fund performance data, and implement a data system to support the risk oversight group. The Board also recognized the enhancements in the valuation group within the Adviser, including upgrading the team and process and automating certain basic systems, and in the compliance group with the addition of personnel, particularly within the testing group. With the advent of the Open-End Fund Committee and Closed-End Fund Committee, the Board also noted the enhanced support and comprehensive in-depth presentations provided by the Adviser to these committees.
In addition to the foregoing actions, the Board also considered other initiatives related to the open-end Nuveen funds including, among other things, the development of a comprehensive strategic plan and the addition of members to the product strategy team; the commencement of various new funds; the removal of redemption fees for certain funds; the establishment of a working group to enhance the Adviser’s oversight of the disclosures pertaining to Nuveen’s products and services; the acceleration of monthly holdings disclosure for certain funds; and the development of a new share class for certain funds.
Based on their review, the Independent Board Members found that, overall, the nature, extent and quality of services provided to the Fund under each 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. Given its unique structure, the Fund does not have a performance peer group (i.e., comparable funds against which the Fund can compare its performance). In considering the performance of the Fund, the Board therefore considered the Fund’s historic performance, as well as the performance of recognized benchmarks. The Independent Board Members reviewed performance information including the Fund’s total return information and performance information for recognized benchmarks for the quarter, one-, three- and five-year periods ending December 31, 2012 and March 31, 2013. In this regard, the Board noted that the Fund outperformed its benchmark for the foregoing periods.
Annual Investment Management Agreement Approval Process
(Unaudited) (continued)
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 Board recognized that the performance data reflects a snapshot of time, in this case as of the end of the most recent calendar year or quarter. The Board noted that selecting a different performance period could derive significantly different results. Further, the Board recognized that it is possible that long-term performance can be adversely affected by even one period of significant underperformance so that a single investment decision or theme has the ability to disproportionately affect long-term performance. The Independent Board Members also noted that the investment experience of a particular shareholder in the Nuveen funds will vary depending on when such shareholder invests in the applicable fund, the class held (if multiple classes are offered in a fund) and the performance of the fund (or respective class) during that shareholder’s investment period.
In addition, while the Board is cognizant of the relative performance of a fund’s peer set and/or benchmark(s), the Board evaluated fund performance in light of the respective fund’s investment objectives, investment parameters and guidelines and considered that the variations between the objectives and investment parameters or guidelines of the funds with their peers and/or benchmarks result in differences in performance results. Further, 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.
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 Independent Board Members recognized the unique fee structure of the Fund. The Fund does not pay the Adviser or Sub-Adviser a management fee and nearly all expenses are reimbursed by the Adviser. The Fund is sold via separately managed accounts. The Adviser therefore receives its advisory fees via the managed account management fee. Such fee is essentially a blended rate comprised of Fund fees pro-rated to the portion of the total product represented by the Fund and the managed account fees associated with the proportion of individual securities in the overall product. Given the different fee structure, and distribution and account support requirements, the Independent Board Members recognized that the expenses incurred by the Fund (nearly all of which are reimbursed by the Adviser) are not comparable to any comparable group of unaffiliated funds or other Nuveen funds. Based on their review, the Independent Board Members determined that the Fund’s fee and expense arrangement was reasonable.
2. Comparisons with the Fees of Other Clients
The Board recognized that all Nuveen funds have a sub-adviser (which, in the case of a Fund, is an affiliated sub-adviser). Therefore, in general, a fund’s overall management fee can be divided into two components, the fee retained by the Adviser and the fee paid to the sub-adviser. In general terms, the fee to the Adviser reflects the administrative services it provides to support the funds, and while some administrative services may occur at the sub-adviser level, the fee generally reflects the portfolio management services provided by the fund’s sub-adviser. The Independent Board Members reviewed information regarding the nature of services provided by the Adviser, including through the Sub-Adviser, and the range of fees and average fee the Sub-Adviser assessed for such services to other clients, including other municipal separately managed accounts and passively managed exchange-traded funds (ETFs) sub-advised by the Adviser. Generally, in evaluating the comparisons of fees, the Independent Board Members have noted that the fee rates charged to funds and other clients vary, among other things, because of the different services involved and the additional regulatory and compliance requirements associated with registered investment companies. With respect to the Fund, however, they recognized that the Fund is offered via separately managed accounts and therefore may not require or incur the costs of shareholder servicing to the same extent as typical open-end funds. Further, as noted, given the Fund’s unique fee and expense structure pursuant to which it does not pay management fees and the expenses are reimbursed, comparisons with peers were not available.
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 the revenues and expenses of Nuveen’s advisory activities for the last two calendar years, the allocation methodology used in preparing the profitability data and an analysis of the key drivers behind the changes in revenues and expenses that impacted profitability in 2012. The Independent Board Members noted this information supplemented the profitability information requested and received during the year to help keep them apprised of developments affecting profitability (such as changes in fee waivers and expense reimbursement commitments). In this regard, the Independent Board Members noted that they have an Independent Board Member serve as a point person to review and keep them apprised of changes to the profitability analysis and/or methodologies during the year. The Independent Board Members also considered Nuveen’s revenues for advisory activities, expenses, and profit margin compared to that of various unaffiliated management firms with comparable assets under management (based on asset size and asset composition).
In reviewing profitability, the Independent Board Members recognized the Adviser’s continued investment in its business to enhance its services, including capital improvements to investment technology, updated compliance systems, and additional
personnel. In addition, in evaluating profitability, the Independent Board Members also recognized the subjective nature of determining profitability which may be affected by numerous factors including the allocation of expenses and that various allocation methodologies may each be reasonable but yield different results. Further, the Independent Board Members recognized the difficulties in making comparisons as the profitability of other advisers generally is not publicly available and the profitability information that is available for certain advisers or management firms may not be representative of the industry and may be affected by, among other things, the adviser’s particular business mix, capital costs, types of funds managed and expense allocations. Notwithstanding the foregoing, the Independent Board Members reviewed Nuveen’s methodology and assumptions for allocating expenses across product lines to determine profitability. Based on their review, the Independent Board Members concluded that the Adviser’s level of profitability for its advisory activities was reasonable in light of the services provided.
With respect to sub-advisers affiliated with Nuveen, including the Sub-Adviser, the Independent Board Members reviewed the sub-adviser’s revenues, expenses and profitability margins (pre- and post-tax) for its advisory activities and the methodology used for allocating expenses among the internal sub-advisers. Based on their review, the Independent Board Members were satisfied that the Sub-Adviser’s level of profitability was reasonable in light of the services provided.
In evaluating the reasonableness of the compensation, the Independent Board Members also considered 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 receive, or are expected to receive, that are 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 of the overall fee arrangements of the Fund, the Independent Board Members determined that the advisory fees and expenses of the Fund were reasonable.
D. Economies of Scale and Whether Fee Levels Reflect These Economies of Scale
With respect to economies of scale, the Independent Board Members have recognized the potential benefits resulting from the costs of a fund being spread over a larger asset base, although economies of scale are difficult to measure and predict with precision, particularly on a fund-by-fund basis. One method to help ensure the shareholders share in these benefits is to include breakpoints in the advisory fee schedule. Generally, management fees for funds in the Nuveen complex are comprised of a fund-level component and a complex-level component, subject to certain exceptions. The Independent Board Members recognized, however, that the Fund does not have fund-level breakpoints given its unique structure.
In addition, pursuant to a complex-wide fee arrangement, the fees of the funds in the Nuveen complex are generally reduced as the assets in the fund complex reach certain levels. However, because the Fund does not pay a management fee, there is no applicable fund-level or complex-wide level breakpoint schedule, although its assets will be counted toward the complex-wide total.
Based on their review, the Independent Board Members concluded that the absence of a fund-level breakpoint schedule and a complex-wide fee arrangement was acceptable for the Fund.
E. Indirect Benefits
In evaluating fees, 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. In this regard, the Independent Board Members considered whether the Fund Advisers 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 determined by the Sub-Adviser. Accordingly, the Independent Board Members considered that the Sub-Adviser may benefit from its soft dollar arrangements pursuant to which it receives research from brokers that execute the Fund’s portfolio transactions. With respect to fixed income securities, however, the Board recognized that such securities generally trade on a principal basis that does not generate soft dollar credits. Nevertheless, the Sub-Adviser may also engage in soft dollar arrangements on behalf of other clients, and the Fund as well as the Sub-Adviser may benefit from the research or other services received. Similarly, the Board recognized that the research received pursuant to soft dollar arrangements by the Sub-Adviser may also benefit the Fund and shareholders to the extent the research enhances 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 did not receive the research services pursuant to the soft dollar arrangements and had to acquire such services directly.
Based on their review, the Independent Board Members concluded that any indirect benefits received by a Fund Adviser as a result of its relationship with the 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, unanimously concluded that the terms of each Advisory Agreement are fair and reasonable, that the respective Fund Adviser’s fees are reasonable in light of the services provided to the Fund and that the Advisory Agreements be renewed.
Notes
Notes
Glossary of Terms Used in this Report
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 offer price and reinvested dividends and capital gains distributions, if any) over the time period being considered.
Barclays 7-Year Municipal Bond Index: An unmanaged index composed of a broad range of investment-grade municipal bonds with maturity dates of approximately seven years. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
Duration: Duration is a measure of the expected period over which a bond’s principal and interest will be paid, and consequently is a measure of the sensitivity of a bond’s or bond fund’s value to changes when market interest rates change. Generally, the longer a bond’s or fund’s duration, the more the price of the bond or fund will change as interest rates change.
Effective Leverage (Effective Leverage Ratio): Effective leverage is investment exposure created either through borrowings or indirectly through inverse floaters, divided by the assets invested, including those assets that were purchased with the proceeds of the leverage, or referenced by the levered instrument.
Gross Domestic Product (GDP): The total market value of all final goods and services produced in a country/region in a given year, equal to total consumer, investment and government spending, plus the value of exports, minus the value of imports.
Leverage: Leverage is created whenever a fund has investment exposure (both reward and/or risk) equivalent to more than 100% of the investment capital.
Net Asset Value (NAV): The net market value of all securities held in a portfolio.
Net Asset Value (NAV) Per Share: The market value of one share of a mutual fund or closed-end fund. For a fund, the NAV is calculated daily by taking the fund’s total assets (securities, cash, and accrued earnings), subtracting the fund’s liabilities, and dividing by the number of shares outstanding.
Pre-Refundings: Pre-Refundings, also known as advance refundings or refinancings, occur when an issuer sells new bonds and uses the proceeds to fund principal and interest payments of older existing bonds. This process often results in lower borrowing costs for bond issuers.
Total Investment Exposure: Total investment exposure is the Fund’s assets managed by the Adviser that are attributable to leverage. For these purposes, leverage includes the Fund’s use of preferred stock and borrowings and 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.
Zero Coupon Bond: A zero coupon bond does not pay a regular interest coupon to its holders during the life of the bond. Tax-exempt income to the holder of the bond comes from accretion of the difference between the original purchase price of the bond at issuance and the par value of the bond at maturity and is effectively paid at maturity. The market prices of zero coupon bonds generally are more volatile than the market prices of bonds that pay interest periodically.
Additional Fund Information
Fund Manager
Nuveen Fund Advisors, LLC
333 West Wacker Drive
Chicago, IL 60606
Sub-Adviser
Nuveen Asset Management, LLC
333 West Wacker Drive
Chicago, IL 60606
Legal Counsel
Chapman and Cutler LLP
Chicago, IL
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Chicago, IL
Custodian
State Street Bank & Trust Company
Boston, MA
Transfer Agent and Shareholder Services
Boston Financial
Data Services, Inc.
Nuveen Investor Services
P.O. Box 8530
Boston, MA 02266-8530
(800) 257-8787
Quarterly Form N-Q Portfolio of Investments Information
The Portfolio 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.
The Financial Industry Regulatory Authority (FINRA) provides a Public Disclosure Program which supplies certain information regarding the disciplinary history of FINRA members and their associated persons in response to either telephone inquiries at (800) 289-9999 or written inquiries at www.finra.org. FINRA also provides an investor brochure that includes information describing the Public Disclosure Program.
Nuveen Investments:
Serving Investors for Generations
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.
Focused on meeting investor needs.
Nuveen Investments provides high-quality investment services designed to help secure the longterm 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 approximately $216 billion as of June 30, 2013.
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/mf
| | |
Distributed by Nuveen Securities, LLC 333 West Wacker Drive Chicago, IL 60606 www.nuveen.com | | |
MAN-MAPS-0713P
Mutual Fund
Nuveen Managed Accounts Portfolios Trust
For investors seeking the potential for total return.
Annual Report
July 31, 2013
| | |
| |
| Fund Name | | Ticker Symbol |
Enhanced Multi-Strategy Income Managed Accounts Portfolio | | NEMPX |
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| | | | | | |
| Must be preceded by or accompanied by a prospectus. | | NOT FDIC INSURED | �� | MAY LOSE VALUE | | NO BANK GUARANTEE |
Table of Contents
Chairman’s
Letter to Shareholders
Dear Shareholders,
I am pleased to have this opportunity to introduce myself to you as the new independent chairman of the Nuveen Fund Board, effective July 1, 2013. I am honored to have been selected as chairman, with its primary responsibility to serve the interests of the Nuveen fund shareholders. My predecessor, Robert Bremner, was the first independent director to serve as chairman of the Board and I, and my fellow Board members, plan to continue his legacy of strong independent oversight of your funds.
The global economy has hit major turning points over the last several months to a year. The developed world is gradually recovering from their financial crisis while the emerging markets appear to be struggling with the downshift of China’s growth potential. Japan is entering a new era of growth after decades of economic stagnation and many of the Eurozone nations appear to be exiting their recession. Despite the positive events, there are still potential risks. Middle East tensions, rising oil prices, defaults in Europe and fallout from the financial stress in emerging markets could all reverse the recent progress in the global economy.
On the domestic front, the U.S. economy is experiencing sustainable slow growth. Corporate fundamentals are strong as earnings per share and corporate cash are at the highest level in two decades. Unemployment is trending down and the housing market has experienced a rebound, each assisting the positive economic scenario. However, there are some issues to be watched. Interest rates are expected to increase but significant uncertainty about the timing remains. Another potential fiscal cliff in October along with a possible conflict in the Middle East both add to the uncertainties that could cause problems for the economy going forward.
In the near term, governments are focused on economic recovery and the growth of their economies, which could lead to an environment of attractive investment opportunities. Over the long term, the uncertainties mentioned earlier could hinder the potential growth. Because of this, Nuveen’s investment management teams work hard to balance return and risk with a range of investment strategies. I encourage you to read the following commentary on the management of your fund.
On behalf of the other members of your 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
September 23, 2013
Portfolio Manager’s Comments
This Portfolio was developed exclusively for use within Nuveen-sponsored separately managed accounts. It enables certain Nuveen separately managed account investors to achieve greater diversification and return potential than otherwise might be achievable.
The Portfolio is managed by Nuveen Asset Management LLC, an affiliate of Nuveen Investments. Timothy A. Palmer, CFA, serves as portfolio manager for the Portfolio. Here Tim discusses the economic and market conditions, the Portfolio’s investment strategy and its performance for the twelve-month reporting period ended July 31, 2013.
What were the general market conditions and trends during this twelve-month reporting period ended July 31, 2013?
During this reporting period, the U.S. economy’s progress toward recovery from recession continued at a moderate pace. The Federal Reserve (Fed) maintained its efforts to improve the overall economic environment by holding the benchmark fed funds rate at the record low level of zero to 0.25% that it established in December 2008. The Fed also continued its monthly purchases of $40 billion of mortgage-backed securities and $45 billion of longer-term Treasury securities in an open-ended effort to bolster growth. At its September 2013 meeting (subsequent to the end of this reporting period), the Fed indicated that downside risks to the economy had diminished since the fall of 2012, but that recent tightening of financial conditions, if sustained, could potentially slow the pace of improvement in the economy and labor market. Consequently, the Fed made no changes to its highly accommodative monetary policies at the September meeting, announcing its decision to wait for additional evidence of sustained economic progress before adjusting the pace of its bond buying program.
As measured by gross domestic product (GDP), the U.S. economy grew at an estimated annualized rate of 1.7% in the second quarter of 2013, compared with 1.1% for the first quarter, continuing the pattern of positive economic growth for the 16th consecutive quarter. The Consumer Price Index (CPI) rose 2.0% year-over-year as of July 2013, while the core CPI (which excludes food and energy) increased 1.7% during the period, staying within the Fed’s unofficial objective of 2.0% or lower for this inflation measure. Meanwhile, labor market conditions continued to slowly show signs of improvement, although unemployment remained above the Central Bank’s 6.5% target. As of July 2013, the national unemployment rate was 7.4%. The housing market, long a major weak spot in the U.S. economic recovery, also delivered some good news as the average home price in the S&P/Case-Shiller Index of 20 major metropolitan areas rose 12.1% for the twelve months ended June 2013 (most recent data available at the time this report was prepared). The outlook for the U.S. economy, however, continued to be clouded by uncertainty about global financial markets and the outcome of the “fiscal cliff.” The tax consequences of the fiscal cliff situation, which had been scheduled to become effective in January 2013, were averted through a last minute deal that raised payroll taxes, but left in place a number of tax breaks. Lawmakers postponed and then failed to reach a resolution on $1.2 trillion in spending cuts intended to address the federal budget deficit. As a result, automatic spending cuts (or sequestration) affecting both defense and non-defense programs (excluding Social Security and Medicaid) took effect March 1, 2013, with potential implications for U.S. economic growth over the next decade. In late March 2013, Congress passed legislation that established federal funding levels for the remainder of fiscal 2013, which ends on September 30, 2013, preventing a federal government shutdown. The proposed federal budget for fiscal 2014 remains under debate.
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 Portfolio 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, Moody’s Investors Service, Inc. or Fitch, Inc. 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.
For the majority of the reporting period, generally improving economic data and diminished systemic risk fears were supportive of risk assets in general and fixed income spread sectors specifically. The pressure to find yield continued to provide strong technical underpinnings to the market as investor flows indicated robust demand for fixed income securities for most of the reporting period. The tide quickly turned in the final month of the reporting period, however, triggered by the Fed Chairman’s comments that the economic outlook had improved enough to warrant a possible “tapering” of the Central Bank’s quantitative easing programs as soon as September of this year, earlier than the market anticipated. In response, Treasury yields rose sharply, while global risk assets including equities, spread products and growth-sensitive currencies sold off significantly. The combination of rising yields and a sell-off in risk assets in June was somewhat unusual; the two have generally been negatively correlated over the past several years. The common thread in the markets appeared to be a general “de-risking” by investors based on concerns about the Central Bank’s withdrawal of policy stimulus.
How did the Portfolio perform during the twelve-month reporting period ended July 31, 2013?
The table in the Performance and Expense Ratios section of this report provides Class I Share total returns for the Portfolio for the one-year, five-year and since inception periods ended July 31, 2013. The Portfolio’s Class I Share total returns at net asset value (NAV) outperformed the Barclays U.S. Credit/Mortgage Index during the twelve-month reporting period ended July 31, 2013.
What strategies were used to manage the Portfolio during the twelve-month reporting period ended July 31, 2013? How did these strategies influence performance?
Under normal circumstances, the Portfolio will invest at least 80% of its assets in fixed income securities. The Portfolio will invest in various types of debt securities, including U.S. Treasury and U.S. agency bonds, U.S. investment grade corporate debt securities, U.S. high yield corporate debt securities, U.S. dollar denominated non-U.S. government bonds, non-U.S. dollar non-U.S. government bonds, emerging market debt and other short-term securities or instruments. In addition, the Portfolio may invest a substantial portion of its assets in mortgage-backed securities (MBS), including U.S. Agency mortgage-backed securities and commercial mortgage-backed securities (CMBS) and asset-backed securities. The Portfolio may also engage in repurchase, reverse repurchase, dollar rolls and forward purchase agreements (these investments will be generally short-term in nature and are primarily used to seek to enhance total return and manage liquidity).
In managing the Portfolio, we seek to maximize risk-adjusted total return through active management of sector rotation, issue selection, and yield curve positioning. We employ a sector team based process to identify and implement investment opportunities based on rigorous analysis of fixed income markets. The Portfolio invests broadly across sectors, including traditional investment-grade bonds, high yield securities, foreign currencies and bonds.
During the reporting period, security selection and overweights in the corporate market were the biggest positive contributors to the Portfolio’s relative performance versus its benchmark. We continued to position the Portfolio with significant overweights to both the investment-grade and high yield corporate sectors, and corresponding underweights to mortgages. Corporate bonds strongly outperformed Treasuries over the reporting period as the market continued to be supported by investors’ search for yield, strong fundamentals, a gradually improving U.S. economy and the Fed’s highly accommodative monetary policy. Our investment grade and high yield positions added significantly to performance during the reporting period, with the Portfolio benefiting from the additional yield available from bonds in these sectors as well as the gains associated with narrowing risk premiums for credit.
In particular, the Portfolio was rewarded for a substantial overweight to bank/financial credits within the investment grade sector. According to Barclays, the financial subsector of the investment grade market was one of the top performing areas of the overall fixed income market during the reporting period. We have been strong proponents of the value of
financial credits based on their improving investment fundamentals. The market embraced this view as financial spreads tightened versus industrials, continuing the segment’s strong relative performance from recent periods. Additionally, the Portfolio benefited from our downward bias in credit quality within the investment grade sector, emphasizing BBB-rated corporates, which outperformed higher rated investment grade securities over the reporting period.
Within the securitized areas of the market, the CMBS sector was the top performer. The segment benefited from investor demand for high quality, lower risk bonds with incremental spread over government securities. Agency MBS marginally underperformed Treasuries and underperformed corporates significantly during the reporting period. Our underweight to mortgages, corresponding to our credit overweight, added to portfolio performance.
Our duration strategy, which indicates the Portfolio’s sensitivity to interest rate changes, was defensively positioned with duration shorter than the benchmark. This strategy aided performance during the reporting period. The Portfolio experienced no meaningful detractors to its performance during the reporting period.
While our main strategic emphasis on non-government sectors remained in place, we took advantage of the extreme market volatility at the end of the reporting period to make adjustments to the Portfolio to manage risk and position for intermediate term performance opportunities. We continued to emphasize corporates, with activity in the sector oriented toward repositioning based on relative value opportunities and research based ideas. We adjusted the Portfolio’s high yield exposure, responding to changes in sector valuations. We continued to maintain exposure to emerging market credit, which aided performance over the reporting period. We also continued to actively manage interest rate exposure, remaining defensive in the Portfolio’s duration positioning to protect against higher rates.
Investments in Derivatives
The Portfolio also continued to invest in various derivative instruments over the course of this reporting period. The Portfolio invested in two-month U.S Treasury note and bond futures contracts, which were designed to benefit if interest rates at the ten year point of the yield curve rose more than the rates at the two and thirty year points. The impact of these futures contracts on performance during the period was slightly positive.
The Portfolio invested in interest rate swap contracts in a variety of currencies, with maturities ranging from three to ten years. Some contracts were positioned to benefit if interest rates rise, while others were positioned to benefit if interest rates fall in the underlying country, based on analysis indicating whether rates were relatively high or low compared to future expectations. The impact of these swap positions on performance was slightly positive and the Portfolio exited them prior to the close of the reporting period. The Portfolio also invested in credit default swap index positions that earn spread income in exchange for taking the credit default risk of broad investment grade and high yield default swap indices. These swap positions had a positive effective on performance during the period as credit strengthened, and these positions were significant in size relative to the total value of the portfolio of investments.
Lastly, the Portfolio invested in forward foreign currency exchange contracts in a variety of currencies, with settlements ranging from one to three months. Some of these contracts are positioned to benefit if the foreign currencies in the contracts strengthen with respect to the U.S. dollar, while others are positioned to benefit if the foreign currencies weaken with respect to the U.S. dollar, based on analysis indicating whether currencies were relatively high or low compared to future expectations. The impact of these contracts on performance during the period was slightly positive.
Risk Considerations
Mutual fund investing involves risk; principal loss is possible. Debt or fixed income securities such as those held by the Portfolio, are subject to market risk, credit risk, interest rate risk, call risk, and income risk. As interest rates rise, bond prices fall. Below investment grade or high yield debt securities are subject to liquidity risk and heightened credit risk. Foreign investments involve additional risks, including currency fluctuation, political and economic instability, lack of
liquidity and differing legal and accounting standards. These risks are magnified in emerging markets. Asset-backed and mortgage backed securities are subject to additional risks such as prepayment risk, liquidity risk, default risk and adverse economic developments. The use of derivative instruments involves a high degree of financial risk, including the risk that the loss on a derivative may be greater than the principal amount invested.
Dividend Information
The Portfolio seeks to pay dividends at a rate that reflects the past and projected performance of the Portfolio. To permit a Portfolio to maintain a more stable monthly dividend, the Portfolio may pay dividends at a rate that may be more or less than the amount of net investment income actually earned by the Portfolio during the period. If the Portfolio has cumulatively earned more than it has paid in dividends, it will hold the excess in reserve as undistributed net investment income (UNII) as part of the Portfolio’s net asset value. Conversely, if the Portfolio has cumulatively paid in dividends more than it has earned, the excess will constitute a negative UNII that will likewise be reflected in the Portfolio’s net asset value. The Portfolio will, over time, pay all its net investment income as dividends to shareholders. As of July 31, 2013, the Portfolio had a positive UNII balance for tax purposes and a negative UNII balance for financial reporting purposes.
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Fund Performance and Expense Ratios
This is a specialized Portfolio developed exclusively for use within Nuveen-sponsored separately managed accounts.
Returns quoted represent past performance which is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment returns and principal value will fluctuate so that when shares are redeemed, they may be worth more or less than their original cost. Returns do not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares.
Returns may reflect a contractual agreement between the Portfolio and the investment adviser to waive certain fees and expenses; see Notes to Financial Statements, Note 7 — Management Fees and Other Transactions with Affiliates for more information. In addition, returns may reflect a voluntary expense limitation by the Portfolio’s investment adviser that may be modified or discontinued at any time without notice. For the most recent month-end performance call (800) 257-8787.
Portfolio shares have no sales charge. Portfolio returns assume reinvestment of dividends and capital gains.
The expense ratios shown reflect the Portfolio’s total operating expenses (before fee waivers and/or expense reimbursements) as shown in the Portfolio’s most recent prospectus.
Performance
Average Annual Total Returns as of July 31, 2013
| | | | | | | | | | | | |
| |
| | | Average Annual | |
| | | |
| | | 1-Year | | | 5-Year | | | Since
Inception* | |
Class I Shares | | | 5.58% | | | | 12.60% | | | | 11.34% | |
Barclays U.S. Credit/Mortgage Index** | | | -1.60% | | | | 5.89% | | | | 5.54% | |
Average Annual Total Returns as of June 30, 2013 (Most Recent Calendar Quarter)
| | | | | | | | | | | | |
| |
| | | Average Annual | |
| | | |
| | | 1-Year | | | 5-Year | | | Since
Inception* | |
Class I Shares | | | 6.70% | | | | 12.19% | | | | 11.14% | |
Expense Ratios as of Most Recent Prospectus
| | | | | | | | |
| | |
| | | Gross
Expense
Ratio | | | Net
Expense
Ratio | |
Class I Shares | | | 2.63% | | | | 0.00% | |
The Portfolio’s investment adviser has agreed irrevocably during the existence of the Portfolio to waive all fees and pay or reimburse all expenses of the Portfolio, except for interest expense, taxes, fees incurred in acquiring and disposing of portfolio securities and extraordinary expenses.
| * | Since inception returns are from 12/27/07. |
| ** | Refer to the Glossary of Terms Used in this Report for definitions. This index is not available for direct investment. |
Growth of an Assumed $10,000 Investment as of July 31, 2013 – Class A Shares
The graphs do not reflect the deduction of taxes that a shareholder may pay on Portfolio distributions or the redemption of Portfolio shares.
Yields as of July 31, 2013
Dividend Yield is the most recent dividend per share (annualized) divided by the offering price per share.
The SEC 30-Day Yield is a standardized measure of the Portfolio’s yield that accounts for the future amortization of premiums or discounts of bonds held in the portfolio of investments. The SEC 30-Day Yield is computed under an SEC standardized formula and is based on the maximum offer price per share. Dividend Yield may differ from the SEC 30-Day Yield because the Portfolio may be paying out more or less than it is earning and it may not include the effect of amortization of bond premium.
| | | | | | | | |
| | | Dividend
Yield | | | SEC 30-Day
Yield | |
Class I Shares | | | 5.35% | | | | 4.93% | |
Holding Summaries as of July 31, 2013
This data relates to the securities held in the portfolio of investments. It should not be construed as a measure of performance for the Portfolio itself.
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s, Moody’s Investors Service, Inc. or Fitch, Inc. 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.
Portfolio Credit Quality1
| | | | |
| AAA | | | 30.2% | |
| AA | | | 3.1% | |
| A | | | 29.9% | |
| BBB | | | 30.8% | |
| BB or Lower | | | 6.0% | |
| | | | |
| Portfolio Allocation2 | | | |
| Corporate Bonds | | | 50.6% | |
| Mortgage-Backed Securities | | | 23.7% | |
| Short-Term Investments | | | 20.1% | |
| $1,000 Par (or similar) Institutional Structures | | | 2.9% | |
| Taxable Municipal Bonds | | | 1.3% | |
| Sovereign Debt | | | 1.0% | |
| U.S. Government and Agency Obligations | | | 0.4% | |
| | | | |
| Corporate Debt: Industries3 | |
| Diversified Financial Services | | | 17.9% | |
| Capital Markets | | | 10.5% | |
| Media | | | 9.0% | |
| Commercial Banks | | | 7.9% | |
| Oil, Gas & Consumable Fuels | | | 7.2% | |
| Metals & Mining | | | 7.0% | |
| Insurance | | | 5.6% | |
| Diversified Telecommunication Services | | | 5.0% | |
| Chemicals | | | 3.8% | |
| Energy Equipment & Services | | | 3.7% | |
| Tobacco | | | 2.8% | |
| Other | | | 19.6% | |
| 1 | As a percentage of total long-term investments (excluding investments in derivatives). Holdings are subject to change. |
| 2 | As a percentage of total investments (excluding investments in derivatives). Holdings are subject to change. |
| 3 | As a percentage of total corporate debt holdings. Corporate debt holdings include corporate bonds, convertible bonds and any other debt instruments issued by a corporation (or that references a corporation) held by the Portfolio at the end of the reporting period. The percentage of “Other” corporate debt represents the total of all corporate debt industries that recalculate to less than 2.8% of total corporate debt holdings. Holdings are subject to change. |
Expense Examples
As a shareholder of the Portfolio, you incur two types of costs: (1) transaction costs, including up-front and back-end sales charges (loads) or redemption fees, where applicable; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees, where applicable; and other Portfolio expenses. The Example below is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example below is based on an investment of $1,000 invested at the beginning of the period and held through the period.
The information under “Actual Performance,” together with the amount you invested, allows you to estimate actual expenses incurred over the reporting period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.60) and multiply the result by the cost shown for your share class, in the row entitled “Expenses Incurred During Period” to estimate the expenses incurred on your account during this period.
The information under “Hypothetical Performance,” provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expense you incurred for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds or share classes. In addition, if these transaction costs were included, your costs would have been higher.
| | | | | | | | | | | | | | |
| | | | | | | | | | Hypothetical Performance | | | |
| | | | | Actual Performance | | | | | (5% annualized return before expenses) | | | |
| Beginning Account Value (2/01/13) | | | | $ | 1,000.00 | | | | | $ | 1,000.00 | | | |
| Ending Account Value (7/31/13) | | | | $ | 1,008.00 | | | | | $ | 1,024.79 | | | |
| Expenses Incurred During Period | | | | $ | — | | | | | $ | — | | | |
Expenses are equal to the Portfolio’s annualized net expense ratio of 0.00% for the six month period.
Report of
Independent Registered
Public Accounting Firm
To the Board of Trustees and Shareholders of
Nuveen Managed Accounts Portfolios Trust:
In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations, of changes in net assets, and the financial highlights present fairly, in all material respects, the financial position of Enhanced Multi-Strategy Income Managed Accounts Portfolio (a series of the Nuveen Managed Accounts Portfolios Trust, hereinafter referred to as the “Fund”) at July 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PRICEWATERHOUSECOOPERS LLP
Chicago, IL
September 25, 2013
Portfolio of Investments
Enhanced Multi-Strategy Income Managed Accounts Portfolio
July 31, 2013
| | | | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | Coupon | | | Maturity | | | Ratings (2) | | | Value | |
| | | | CORPORATE BONDS – 60.8% | | | | | | | | | | | | | | | | |
| | | | | |
| | | | Aerospace & Defense – 0.2% | | | | | | | | | | | | | | | | |
| | | | | |
| $ | 10 | | | Raytheon Company | | | 4.400% | | | | 2/15/20 | | | | A– | | | $ | 10,828 | |
| | | | Airlines – 0.5% | | | | | | | | | | | | | | | | |
| | | | | |
| | 25 | | | Air Canada, 144A | | | 12.000% | | | | 2/01/16 | | | | BB– | | | | 27,188 | |
| | | | Automobiles – 0.2% | | | | | | | | | | | | | | | | |
| | | | | |
| | 10 | | | General Motors Financial Company Inc., 144A | | | 4.250% | | | | 5/15/23 | | | | BB | | | | 9,600 | |
| | | | Beverages – 0.8% | | | | | | | | | | | | | | | | |
| | | | | |
| | 30 | | | Anheuser Busch InBev | | | 8.200% | | | | 1/15/39 | | | | A | | | | 44,570 | |
| | | | Biotechnology – 0.3% | | | | | | | | | | | | | | | | |
| | | | | |
| | 15 | | | STHI Holding Corporation, 144A | | | 8.000% | | | | 3/15/18 | | | | B | | | | 16,200 | |
| | | | Capital Markets – 6.7% | | | | | | | | | | | | | | | | |
| | | | | |
| | 15 | | | E Trade Financial Corporation | | | 6.375% | | | | 11/15/19 | | | | B2 | | | | 15,938 | |
| | | | | |
| | 215 | | | Goldman Sachs Group, Inc. | | | 6.000% | | | | 6/15/20 | | | | A | | | | 244,526 | |
| | | | | |
| | 50 | | | Morgan Stanley | | | 6.625% | | | | 4/01/18 | | | | A | | | | 57,651 | |
| | | | | |
| | 45 | | | Morgan Stanley | | | 5.625% | | | | 9/23/19 | | | | A | | | | 49,813 | |
| | 325 | | | Total Capital Markets | | | | | | | | | | | | | | | 367,928 | |
| | | | Chemicals – 2.5% | | | | | | | | | | | | | | | | |
| | | | | |
| | 20 | | | CF Industries Inc. | | | 6.875% | | | | 5/01/18 | | | | Baa2 | | | | 23,601 | |
| | | | | |
| | 40 | | | Dow Chemical Company | | | 4.250% | | | | 11/15/20 | | | | BBB | | | | 42,324 | |
| | | | | |
| | 10 | | | E.I. Du Pont de Nemours and Company | | | 3.250% | | | | 1/15/15 | | | | A | | | | 10,379 | |
| | | | | |
| | 25 | | | Eastman Chemical Company | | | 3.600% | | | | 8/15/22 | | | | BBB | | | | 24,540 | |
| | | | | |
| | 5 | | | Praxair, Inc. | | | 4.500% | | | | 8/15/19 | | | | A | | | | 5,544 | |
| | | | | |
| | 25 | | | Rhodia SA, 144A | | | 6.875% | | | | 9/15/20 | | | | BBB+ | | | | 28,127 | |
| | 125 | | | Total Chemicals | | | | | | | | | | | | | | | 134,515 | |
| | | | Commercial Banks – 2.6% | | | | | | | | | | | | | | | | |
| | | | | |
| | 25 | | | Banco Bradesco S.A. Grand Cayman, 144A | | | 4.125% | | | | 5/16/16 | | | | Baa1 | | | | 25,938 | |
| | | | | |
| | 40 | | | HSBC Holdings PLC | | | 6.800% | | | | 6/01/38 | | | | A+ | | | | 47,450 | |
| | | | | |
| | 40 | | | Rabobank Nederland | | | 3.875% | | | | 2/08/22 | | | | Aa2 | | | | 40,265 | |
| | | | | |
| | 25 | | | Royal Bank of Scotland | | | 6.125% | | | | 12/15/22 | | | | BBB– | | | | 24,156 | |
| | | | | |
| | 5 | | | Wells Fargo & Company | | | 3.450% | | | | 2/13/23 | | | | A+ | | | | 4,787 | |
| | 135 | | | Total Commercial Banks | | | | | | | | | | | | | | | 142,596 | |
| | | | Commercial Services & Supplies – 0.1% | | | | | | | | | | | | | | | | |
| | | | | |
| | 7 | | | Ceridian Corporation, 144A | | | 8.875% | | | | 7/15/19 | | | | B1 | | | | 7,928 | |
| | | | Computers & Peripherals – 0.5% | | | | | | | | | | | | | | | | |
| | | | | |
| | 25 | | | Hewlett Packard Company | | | 4.650% | | | | 12/09/21 | | | | A– | | | | 25,356 | |
| | | | Consumer Finance – 1.5% | | | | | | | | | | | | | | | | |
| | | | | |
| | 15 | | | American Express Credit Corporation | | | 1.750% | | | | 6/12/15 | | | | A+ | | | | 15,248 | |
| | | | | |
| | 10 | | | American Express Credit Corporation | | | 2.800% | | | | 9/19/16 | | | | A+ | | | | 10,468 | |
| | | | | |
| | 30 | | | Discover Financial Services | | | 5.200% | | | | 4/27/22 | | | | BBB | | | | 31,470 | |
| | | | | |
| | 25 | | | Ford Motor Credit Company | | | 4.250% | | | | 9/20/22 | | | | Baa3 | | | | 24,955 | |
| | 80 | | | Total Consumer Finance | | | | | | | | | | | | | | | 82,141 | |
| | | | Containers & Packaging – 0.4% | | | | | | | | | | | | | | | | |
| | | | | |
| | 25 | | | Rock-Tenn Company | | | 3.500% | | | | 3/01/20 | | | | BBB– | | | | 24,634 | |
| | | | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | Coupon | | | Maturity | | | Ratings (2) | | | Value | |
| | | | Diversified Financial Services – 11.5% | | | | | | | | | | | | | | | | |
| | | | | |
| $ | 155 | | | Bank of America Corporation | | | 5.875% | | | | 1/05/21 | | | | A | | | $ | 176,113 | |
| | | | | |
| | 10 | | | Bank of America Corporation | | | 6.500% | | | | 8/01/16 | | | | A | | | | 11,332 | |
| | | | | |
| | 50 | | | Citigroup Inc. | | | 6.125% | | | | 11/21/17 | | | | A | | | | 57,244 | |
| | | | | |
| | 100 | | | Citigroup Inc. | | | 4.500% | | | | 1/14/22 | | | | A | | | | 105,358 | |
| | | | | |
| | 40 | | | Citigroup Inc. | | | 6.875% | | | | 3/05/38 | | | | A | | | | 49,012 | |
| | | | | |
| | 55 | | | General Electric Capital Corporation | | | 5.300% | | | | 2/11/21 | | | | AA | | | | 60,262 | |
| | | | | |
| | 25 | | | General Electric Capital Corporation | | | 6.875% | | | | 1/10/39 | | | | AA+ | | | | 30,768 | |
| | | | | |
| | 75 | | | JPMorgan Chase & Company | | | 6.000% | | | | 1/15/18 | | | | A+ | | | | 86,244 | |
| | | | | |
| | 45 | | | JPMorgan Chase & Company | | | 3.200% | | | | 1/25/23 | | | | A+ | | | | 42,582 | |
| | | | | |
| | 10 | | | JPMorgan Chase & Company | | | 3.375% | | | | 5/01/23 | | | | A | | | | 9,282 | |
| | 565 | | | Total Diversified Financial Services | | | | | | | | | | | | | | | 628,197 | |
| | | | Diversified Telecommunication Services – 3.2% | | | | | | | | | | | | | | | | |
| | | | | |
| | 35 | | | AT&T, Inc. | | | 6.800% | | | | 5/15/36 | | | | A | | | | 41,401 | |
| | | | | |
| | 10 | | | CyrusOne LP Finance | | | 6.375% | | | | 11/15/22 | | | | B+ | | | | 10,500 | |
| | | | | |
| | 15 | | | France Telecom | | | 5.375% | | | | 7/08/19 | | | | A3 | | | | 16,670 | |
| | | | | |
| | 50 | | | Qwest Corporation | | | 6.750% | | | | 12/01/21 | | | | BBB– | | | | 55,953 | |
| | | | | |
| | 45 | | | Verizon Communications | | | 6.250% | | | | 4/01/37 | | | | A | | | | 50,954 | |
| | 155 | | | Total Diversified Telecommunication Services | | | | | | | | | | | | | | | 175,478 | |
| | | | Electric Utilities – 0.7% | | | | | | | | | | | | | | | | |
| | | | | |
| | 40 | | | Exelon Generation Co. LLC | | | 4.250% | | | | 6/15/22 | | | | BBB+ | | | | 40,194 | |
| | | | Energy Equipment & Services – 2.4% | | | | | | | | | | | | | | | | |
| | | | | |
| | 40 | | | Ensco PLC | | | 4.700% | | | | 3/15/21 | | | | BBB+ | | | | 42,869 | |
| | | | | |
| | 15 | | | Gulfmark Offshore Inc. | | | 6.375% | | | | 3/15/22 | | | | BB– | | | | 15,338 | |
| | | | | |
| | 5 | | | Nabors Industries Inc. | | | 9.250% | | | | 1/15/19 | | | | BBB | | | | 6,239 | |
| | | | | |
| | 10 | | | Precision Drilling Corporation | | | 6.500% | | | | 12/15/21 | | | | Ba1 | | | | 10,550 | |
| | | | | |
| | 40 | | | Transocean Inc. | | | 3.800% | | | | 10/15/22 | | | | BBB– | | | | 38,190 | |
| | | | | |
| | 15 | | | Weatherford International Limited | | | 7.000% | | | | 3/15/38 | | | | Baa2 | | | | 16,175 | |
| | 125 | | | Total Energy Equipment & Services | | | | | | | | | | | | | | | 129,361 | |
| | | | Food & Staples Retailing – 0.4% | | | | | | | | | | | | | | | | |
| | | | | |
| | 20 | | | CVS Caremark Corporation | | | 3.250% | | | | 5/18/15 | | | | BBB+ | | | | 20,860 | |
| | | | Food Products – 0.4% | | | | | | | | | | | | | | | | |
| | | | | |
| | 5 | | | Kraft Foods Inc. | | | 6.125% | | | | 2/01/18 | | | | Baa2 | | | | 5,820 | |
| | | | | |
| | 15 | | | Tyson Foods | | | 4.500% | | | | 6/15/22 | | | | BBB | | | | 15,439 | |
| | 20 | | | Total Food Products | | | | | | | | | | | | | | | 21,259 | |
| | | | Health Care Providers & Services – 0.5% | | | | | | | | | | | | | | | | |
| | | | | |
| | 20 | | | UnitedHealth Group Incorporated | | | 6.875% | | | | 2/15/38 | | | | A | | | | 25,383 | |
| | | | Independent Power Producers & Energy Traders – 0.5% | | | | | | | | | | | | | | | | |
| | | | | |
| | 23 | | | Calpine Corporation, 144A | | | 7.875% | | | | 7/31/20 | | | | BB+ | | | | 24,955 | |
| | | | Insurance – 2.6% | | | | | | | | | | | | | | | | |
| | | | | |
| | 25 | | | Berkshire Hathaway Finance Corporation | | | 5.400% | | | | 5/15/18 | | | | AA | | | | 29,001 | |
| | | | | |
| | 40 | | | Hartford Financial Services Group Inc. | | | 6.000% | | | | 1/15/19 | | | | BBB | | | | 45,832 | |
| | | | | |
| | 15 | | | MetLife Inc. | | | 7.717% | | | | 2/15/19 | | | | A– | | | | 18,971 | |
| | | | | |
| | 20 | | | Prudential Financial Inc. | | | 7.375% | | | | 6/15/19 | | | | A | | | | 24,802 | |
| | | | | |
| | 20 | | | Prudential Financial Inc. | | | 5.900% | | | | 3/17/36 | | | | A | | | | 22,319 | |
| | 120 | | | Total Insurance | | | | | | | | | | | | | | | 140,925 | |
Portfolio of Investments
Enhanced Multi-Strategy Income Managed Accounts Portfolio (continued)
July 31, 2013
| | | | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | Coupon | | | Maturity | | | Ratings (2) | | | Value | |
| | | | Machinery – 0.2% | | | | | | | | | | | | | | | | |
| | | | | |
| $ | 10 | | | Terex Corporation | | | 6.000% | | | | 5/15/21 | | | | BB– | | | $ | 10,250 | |
| | | | Media – 5.7% | | | | | | | | | | | | | | | | |
| | | | | |
| | 20 | | | Comcast Corporation | | | 6.400% | | | | 5/15/38 | | | | A– | | | | 23,839 | |
| | | | | |
| | 10 | | | Cox Communications Inc. | | | 5.500% | | | | 10/01/15 | | | | BBB+ | | | | 10,930 | |
| | | | | |
| | 35 | | | DIRECTV Holdings LLC | | | 5.200% | | | | 3/15/20 | | | | BBB | | | | 37,705 | |
| | | | | |
| | 40 | | | NBC Universal Media LLC | | | 2.875% | | | | 1/15/23 | | | | A– | | | | 38,024 | |
| | | | | |
| | 50 | | | News America Holdings Inc. | | | 6.150% | | | | 2/15/41 | | | | BBB+ | | | | 56,474 | |
| | | | | |
| | 15 | | | SES SA, 144A | | | 3.600% | | | | 4/04/23 | | | | BBB | | | | 14,177 | |
| | | | | |
| | 55 | | | Time Warner Cable Inc. | | | 6.550% | | | | 5/01/37 | | | | BBB | | | | 52,545 | |
| | | | | |
| | 30 | | | Time Warner Inc. | | | 4.875% | | | | 3/15/20 | | | | BBB+ | | | | 32,704 | |
| | | | | |
| | 56 | | | Viacom Inc. | | | 4.375% | | | | 3/15/43 | | | | BBB+ | | | | 48,041 | |
| | 311 | | | Total Media | | | | | | | | | | | | | | | 314,439 | |
| | | | Metals & Mining – 4.5% | | | | | | | | | | | | | | | | |
| | | | | |
| | 25 | | | Alcoa Inc. | | | 5.400% | | | | 4/15/21 | | | | BBB– | | | | 24,500 | |
| | | | | |
| | 25 | | | ArcelorMittal | | | 6.750% | | | | 2/25/22 | | | | BB+ | | | | 25,875 | |
| | | | | |
| | 40 | | | Freeport McMoRan Copper & Gold, Inc. | | | 3.550% | | | | 3/01/22 | | | | BBB | | | | 36,143 | |
| | | | | |
| | 50 | | | Newmont Mining Corporation | | | 6.250% | | | | 10/01/39 | | | | BBB+ | | | | 47,620 | |
| | | | | |
| | 25 | | | Teck Resources Limited | | | 6.125% | | | | 10/01/35 | | | | BBB | | | | 24,004 | |
| | | | | |
| | 25 | | | Teck Resources Limited | | | 6.250% | | | | 7/15/41 | | | | BBB | | | | 23,631 | |
| | | | | |
| | 25 | | | United States Steel Corporation | | | 6.050% | | | | 6/01/17 | | | | BB– | | | | 26,125 | |
| | | | | |
| | 40 | | | Vale Overseas Limited | | | 6.875% | | | | 11/10/39 | | | | A– | | | | 39,327 | |
| | 255 | | | Total Metals & Mining | | | | | | | | | | | | | | | 247,225 | |
| | | | Multiline Retail – 1.5% | | | | | | | | | | | | | | | | |
| | | | | |
| | 40 | | | Macys Retail Holdings Inc. | | | 3.875% | | | | 1/15/22 | | | | BBB | | | | 40,511 | |
| | | | | |
| | 35 | | | Target Corporation | | | 5.375% | | | | 5/01/17 | | | | A+ | | | | 39,925 | |
| | 75 | | | Total Multiline Retail | | | | | | | | | | | | | | | 80,436 | |
| | | | Oil, Gas & Consumable Fuels – 4.6% | | | | | | | | | | | | | | | | |
| | | | | |
| | 55 | | | Anadarko Petroleum Corporation | | | 6.200% | | | | 3/15/40 | | | | BBB– | | | | 62,920 | |
| | | | | |
| | 10 | | | Atlas Pipeline LP Finance, 144A | | | 5.875% | | | | 8/01/23 | | | | B+ | | | | 9,550 | |
| | | | | |
| | 20 | | | Enbridge Energy Partners LP | | | 5.200% | | | | 3/15/20 | | | | BBB | | | | 21,692 | |
| | | | | |
| | 15 | | | Key Energy Services Inc. | | | 6.750% | | | | 3/01/21 | | | | BB– | | | | 14,700 | |
| | | | | |
| | 10 | | | Northern Tier Energy LLC, 144A | | | 7.125% | | | | 11/15/20 | | | | BB– | | | | 10,025 | |
| | | | | |
| | 5 | | | Offshore Group Investment Limited | | | 7.500% | | | | 11/01/19 | | | | B– | | | | 5,250 | |
| | | | | |
| | 25 | | | Plains All American Pipeline LP | | | 5.750% | | | | 1/15/20 | | | | BBB | | | | 28,618 | |
| | | | | |
| | 10 | | | Sabine Pass LNG LP | | | 7.500% | | | | 11/30/16 | | | | BB+ | | | | 11,000 | |
| | | | | |
| | 25 | | | SM Energy Company | | | 6.625% | | | | 2/15/19 | | | | BB– | | | | 26,500 | |
| | | | | |
| | 25 | | | Southwestern Energy Company | | | 4.100% | | | | 3/15/22 | | | | BBB– | | | | 24,957 | |
| | | | | |
| | 25 | | | SunCor Energy Inc. | | | 6.100% | | | | 6/01/18 | | | | BBB+ | | | | 29,385 | |
| | | | | |
| | 10 | | | Targa Resources Inc., 144A | | | 4.250% | | | | 11/15/23 | | | | BB | | | | 9,175 | |
| | 235 | | | Total Oil, Gas & Consumable Fuels | | | | | | | | | | | | | | | 253,772 | |
| | | | Paper & Forest Products – 0.8% | | | | | | | | | | | | | | | | |
| | | | | |
| | 10 | | | Domtar Corporation | | | 4.400% | | | | 4/01/22 | | | | BBB– | | | | 9,621 | |
| | | | | |
| | 25 | | | International Paper Company | | | 8.700% | | | | 6/15/38 | | | | BBB | | | | 34,128 | |
| | 35 | | | Total Paper & Forest Products | | | | | | | | | | | | | | | 43,749 | |
| | | | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | Coupon | | | Maturity | | | Ratings (2) | | | Value | |
| | | | Pharmaceuticals – 0.2% | | | | | | | | | | | | | | | | |
| | | | | |
| $ | 10 | | | VP Escrow Corporation, 144A | | | 6.375% | | | | 10/15/20 | | | | B1 | | | $ | 10,325 | |
| | | | Real Estate Investment Trust – 1.0% | | | | | | | | | | | | | | | | |
| | | | | |
| | 25 | | | HCP Inc. | | | 3.750% | | | | 2/01/19 | | | | BBB+ | | | | 25,914 | |
| | | | | |
| | 25 | | | Prologis Inc. | | | 6.875% | | | | 3/15/20 | | | | BBB | | | | 29,630 | |
| | 50 | | | Total Real Estate Investment Trust | | | | | | | | | | | | | | | 55,544 | |
| | | | Semiconductors & Equipment – 0.2% | | | | | | | | | | | | | | | | |
| | | | | |
| | 10 | | | Freescale Semiconductor Inc., 144A | | | 5.000% | | | | 5/15/21 | | | | B1 | | | | 9,650 | |
| | | | Specialty Retail – 0.6% | | | | | | | | | | | | | | | | |
| | | | | |
| | 5 | | | Best Buy Co., Inc. | | | 5.000% | | | | 8/01/18 | | | | Baa2 | | | | 4,967 | |
| | | | | |
| | 25 | | | O’Reilly Automotive Inc. | | | 4.875% | | | | 1/14/21 | | | | BBB | | | | 26,415 | |
| | 30 | | | Total Specialty Retail | | | | | | | | | | | | | | | 31,382 | |
| | | | Thrifts & Mortgage Finance – 0.6% | | | | | | | | | | | | | | | | |
| | | | | |
| | 30 | | | WEA Finance LLC, 144A | | | 4.625% | | | | 5/10/21 | | | | A2 | | | | 31,725 | |
| | | | Tobacco – 1.8% | | | | | | | | | | | | | | | | |
| | | | | |
| | 50 | | | Altria Group Inc. | | | 9.950% | | | | 11/10/38 | | | | Baa1 | | | | 75,029 | |
| | | | | |
| | 25 | | | Reynolds American Inc. | | | 3.250% | | | | 11/01/22 | | | | Baa2 | | | | 23,668 | |
| | 75 | | | Total Tobacco | | | | | | | | | | | | | | | 98,697 | |
| | | | Wireless Telecommunication Services – 0.6% | | | | | | | | | | | | | | | | |
| | | | | |
| | 30 | | | American Tower Company | | | 5.050% | | | | 9/01/20 | | | | BBB | | | | 31,092 | |
| $ | 3,056 | | | Total Corporate Bonds (cost $3,184,197) | | | | | | | | | | | | | | | 3,318,382 | |
| | | | | |
Principal
Amount (000)/
Shares (5) | | | Description (1) | | Coupon | | | Maturity | | | Ratings (2) | | | Value | |
| | | | $1,000 PAR (OR SIMILAR) INSTITUTIONAL STRUCTURES – 3.4% | | | | | | | | | | | | | | | | |
| | | | | |
| | | | Commercial Banks – 2.4% | | | | | | | | | | | | | | | | |
| | | | | |
| | 20 | EUR | | Barclays Bank PLC | | | 4.750% | | | | N/A (3) | | | | BBB– | | | $ | 20,501 | |
| | | | | |
| | 10 | | | Fifth Third Bancorp. | | | 5.100% | | | | N/A (3) | | | | BB+ | | | | 9,450 | |
| | | | | |
| | 55 | | | Wachovia Capital Trust III | | | 5.570% | | | | N/A (3) | | | | BBB+ | | | | 53,762 | |
| | | | | |
| | 50 | | | Wells Fargo Capital Trust X | | | 5.950% | | | | 12/15/36 | | | | BBB+ | | | | 49,500 | |
| | | | Total Commercial Banks | | | | | | | | | | | | | | | 133,213 | |
| | | | Insurance – 1.0% | | | | | | | | | | | | | | | | |
| | | | | |
| | 50 | | | Catlin Insurance Company Limited | | | 7.249% | | | | N/A (3) | | | | BBB+ | | | | 52,125 | |
| | | | | |
| | 5 | | | Prudential Financial Inc. | | | 5.200% | | | | 3/15/44 | | | | BBB+ | | | | 4,638 | |
| | | | Total Insurance | | | | | | | | | | | | | | | 56,763 | |
| | | | Total $1,000 Par (or similar) Institutional Structures (cost $183,414) | | | | | | | | | | | | 189,976 | |
| | | | | |
Principal
Amount (000) | | | Description (1) | | Coupon | | | Maturity | | | Ratings (2) | | | Value | |
| | | | MORTGAGE-BACKED SECURITIES – 28.4% | | | | | | | | | | | | | | | | |
| | | | | |
| $ | 27 | | | Fannie Mae Mortgage Pool 946228 | | | 5.997% | | | | 9/01/37 | | | | Aaa | | | $ | 28,740 | |
| | | | | |
| | 177 | | | Fannie Mae Mortgage Pool 929182 | | | 5.000% | | | | 3/01/38 | | | | Aaa | | | | 190,552 | |
| | | | | |
| | 65 | | | Fannie Mae Mortgage Pool 984834 | | | 5.000% | | | | 7/01/38 | | | | Aaa | | | | 70,366 | |
| | | | | |
| | 79 | | | Fannie Mae Mortgage Pool AB9659 | | | 3.000% | | | | 6/01/43 | | | | Aaa | | | | 77,160 | |
| | | | | |
| | 800 | | | Fannie Mae TBA Mortgage Pool, (WI/DD) | | | 2.500% | | | | TBA | | | | Aaa | | | | 799,375 | |
| | | | | |
| | 200 | | | Fannie Mae TBA Mortgage Pool, (WI/DD) | | | 4.500% | | | | TBA | | | | Aaa | | | | 211,906 | |
| | | | | |
| | 170 | | | Fannie Mae TBA Mortgage Pool MDR, (WI/DD) | | | 4.000% | | | | TBA | | | | Aaa | | | | 176,667 | |
| $ | 1,518 | | | Total Mortgage-Backed Securities (cost $1,538,569) | | | | | | | | | | | | | | | 1,554,766 | |
Portfolio of Investments
Enhanced Multi-Strategy Income Managed Accounts Portfolio (continued)
July 31, 2013
| | | | | | | | | | | | | | | | | | | | |
Principal
Amount (000) | | | Description (1) | | | | | Optional Call Provisions (4) | | | Ratings (2) | | | Value | |
| | | | TAXABLE MUNICIPAL BONDS – 1.5% | | | | | | | | | | | | | | | | |
| | | | | |
| | | | Illinois – 1.5% | | | | | | | | | | | | | | | | |
| | | | | |
| $ | 75 | | | Illinois State, General Obligation Bonds, Taxable Series 2011, 5.877%, 3/01/19 | | | | | | | No Opt. Call | | | | A– | | | $ | 81,985 | |
| $ | 75 | | | Total Taxable Municipal Bonds (cost $75,000) | | | | | | | | | | | | | | | 81,985 | |
| | | | | |
Principal
Amount (000) | | | Description (1) | | Coupon | | | Maturity | | | Ratings (2) | | | Value | |
| | | | U.S. GOVERNMENT AND AGENCY OBLIGATIONS – 0.4% | | | | | | | | | |
| | | | | |
| $ | 25 | | | U.S. Treasury Notes | | | 0.750% | | | | 12/31/17 | | | | Aaa | | | $ | 24,514 | |
| $ | 25 | | | Total U.S. Government and Agency Obligations (cost $24,873) | | | | | | | | 24,514 | |
| | | | | |
Principal
Amount (000) (5) | | | Description (1) | | Coupon | | | Maturity | | | Ratings (2) | | | Value | |
| | | | SOVEREIGN DEBT – 1.2% | | | | | | | | | | | | | | | | |
| | | | | |
| | | | Peru – 0.3% | | | | | | | | | | | | | | | | |
| | | | | |
| $ | 15 | | | Republic of Peru | | | 6.550% | | | | 3/14/37 | | | | BBB | | | $ | 17,625 | |
| | | | South Africa – 0.9% | | | | | | | | | | | | | | | | |
| | | | | |
| | 400 | ZAR | | Republic of South Africa | | | 10.500% | | | | 12/21/26 | | | | A– | | | | 48,119 | |
| | | | Total Sovereign Debt (cost $73,228) | | | | | | | | | | | | | | | 65,744 | |
| | | | Total Long-Term Investments (cost $5,079,281) | | | | | | | | | | | | | | | 5,235,367 | |
| | | | | |
Principal
Amount (000) | | | Description (1) | | Coupon | | | Maturity | | | | | | Value | |
| | | | SHORT-TERM INVESTMENTS – 24.1% | | | | | | | | | | | | | | | | |
| | | | | |
| $ | 1,321 | | | Repurchase Agreement with State Street Bank, dated 7/31/13, repurchase price $1,320,538, collateralized by $1,345,000 U.S. Treasury Notes, 0.875%, due 2/28/17, value $1,347,686 | | | 0.010% | | | | 8/01/13 | | | | | | | $ | 1,320,537 | |
| | | | Total Short-Term Investments (cost $1,320,537) | | | | | | | | | | | | | | | 1,320,537 | |
| | | | Total Investments (cost $6,399,818) – 119.8% | | | | | | | | | | | | | | | 6,555,904 | |
| | | | Other Assets Less Liabilities – (19.8)% (6) | | | | | | | | | | | | | | | (1,081,654) | |
| | | | Net Assets – 100% | | | | | | | | | | | | | | $ | 5,474,250 | |
Investments in Derivatives as of July 31, 2013
Forward Foreign Currency Exchange Contracts outstanding:
| | | | | | | | | | | | | | | | | | | | | | |
| Counterparty | | Currency
Contracts to Deliver | | Notional
Amount
(Local Currency) | | | In Exchange
For Currency | | | Notional
Amount
(Local Currency) | | | Settlement
Date | | | Unrealized
Appreciation
(Depreciation)
(U.S. Dollars) (6) | |
Bank of America | | Japanese Yen | | | 9,000,000 | | | | U.S. Dollar | | | | 89,942 | | | | 9/17/13 | | | $ | (2,001 | ) |
Citibank | | Euro | | | 12,000 | | | | U.S. Dollar | | | | 15,845 | | | | 9/30/13 | | | | (123 | ) |
Citibank | | U.S. Dollar | | | 203,958 | | | | Canadian Dollar | | | | 215,000 | | | | 8/30/13 | | | | 5,225 | |
JPMorgan | | U.S. Dollar | | | 39,167 | | | | Mexican Peso | | | | 500,000 | | | | 10/31/13 | | | | (344 | ) |
| | | | | | | | | | | | | | | | | | | | | $ | 2,757 | |
Credit Default Swaps outstanding:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Counterparty | | Reference Entity | | | Buy/Sell
Protection (7) | | | Current
Credit
Spread (8) | | | Notional
Amount
(U.S. Dollars) | | | Fixed
Rate
(Annualized) | | | Termination
Date | | | Value | | | Unrealized
Appreciation
(Depreciation) (6) | |
JPMorgan | | | Markit CDX NA HY 20 Index | | | | Sell | | | | 3.636 | % | | $ | 1,800,000 | | | | 5.000 | % | | | 6/20/18 | | | $ | 113,391 | | | $ | 33,516 | |
Investments in Derivatives as of July 31, 2013 (continued)
Futures Contracts outstanding:
| | | | | | | | | | | | | | | | | | | | |
| Type | | Contract
Position | | | Number of
Contracts | | | Contract
Expiration | | | Notional
Value | | | Unrealized
Appreciation
(Depreciation) | |
U.S. Long Bond | | | Short | | | | (2 | ) | | | 9/13 | | | $ | (268,125 | ) | | $ | 13,447 | |
| | | | |
| | (1) | | | All percentages shown in the Portfolio of Investments are based on net assets. |
| | (2) | | | Ratings (not covered by the report of independent registered public accounting firm): 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. |
| | (3) | | | Perpetual security. Maturity date is not applicable. |
| | (4) | | | Optional Call Provisions (not covered by the report of independent registered public accounting firm): Dates (month and year) and prices of the earliest optional call or redemption. There may be other call provisions at varying prices at later dates. Certain mortgage-backed securities may be subject to periodic principal paydowns. |
| | (5) | | | Principal Amount (000) denominated in U.S. Dollars, unless otherwise noted. |
| | (6) | | | Other Assets Less Liabilities includes the Unrealized Appreciation (Depreciation) of certain derivative instruments as listed within Investments in Derivatives as of the end of the reporting period. |
| | (7) | | | The Fund entered into the credit default swaps to gain investment exposure to the referenced entity. Selling protection has a similar credit risk position to owning the referenced entity. Buying protection has a similar credit risk position to selling the referenced entity short. |
| | (8) | | | The credit spread generally serves as an indication of the current status of the payment/performance risk and therefore the likelihood of default of the credit derivative. The credit spread also reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into a credit default swap contract. Higher credit spreads are indicative of higher likelihood of performance by the seller of protection. |
| | TBA | | | To be announced. Maturity date not known prior to settlement of this transaction. |
| | WI/DD | | | Investments, or portion of investment, purchased on a when-issued or delayed delivery basis. |
| | 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. |
| | MDR | | | Denotes investment is subject to dollar roll transactions. |
| | N/A | | | Not applicable. |
| | EUR | | | Euro |
| | ZAR | | | South African Rand |
See accompanying notes to financial statements.
Statement of Assets and Liabilities
July 31, 2013
| | | | |
Assets | | | | |
Long-term investments, at value (cost $5,079,281) | | $ | 5,235,367 | |
Short-term investments, at value (cost approximates value) | | | 1,320,537 | |
Deposits with brokers for open futures contracts | | | 6,000 | |
Cash denominated in foreign currencies (cost $861) | | | 903 | |
Credit default swaps premiums paid | | | 79,875 | |
Unrealized appreciation on: | | | | |
Credit default swaps | | | 33,516 | |
Forward foreign currency exchange contracts | | | 5,225 | |
Receivable for: | | | | |
Due from broker (net of amounts uncollectable of $11,520) | | | 1,093 | |
From Adviser | | | 9,871 | |
Interest | | | 47,122 | |
Investments sold | | | 1,007 | |
Other assets | | | 6,871 | |
Total assets | | | 6,747,387 | |
Liabilities | | | | |
Unrealized deprecation on forward foreign currency exchange contracts | | | 2,468 | |
Payable for: | | | | |
Dividends | | | 24,390 | |
Investments purchased | | | 1,186,659 | |
Variation margin on futures contracts | | | 313 | |
Accrued expenses: | | | | |
Trustees fees | | | 43 | |
Other | | | 59,264 | |
Total liabilities | | | 1,273,137 | |
Net assets | | $ | 5,474,250 | |
Shares outstanding | | | 527,980 | |
Net asset value per share | | $ | 10.37 | |
Net assets consist of: | | | | |
Capital paid-in | | $ | 5,260,959 | |
Undistributed (Over-distribution of) net investment income | | | (7,540 | ) |
Accumulated net realized gain (loss) | | | 14,969 | |
Net unrealized appreciation (depreciation) | | | 205,862 | |
Net assets | | $ | 5,474,250 | |
Authorized shares | | | Unlimited | |
Par value per share | | $ | 0.01 | |
See accompanying notes to financial statements.
Statement of Operations
Year Ended July 31, 2013
| | | | |
Investment Income | | $ | 203,738 | |
Expenses | | | | |
Shareholder servicing agent fees and expenses | | | 167 | |
Custodian fees and expenses | | | 19,708 | |
Trustees fees and expenses | | | 320 | |
Professional fees | | | 41,805 | |
Shareholder reporting expenses | | | 23,142 | |
Federal and state registration fees | | | 25,234 | |
Other expenses | | | 8,240 | |
Total expenses before fee waiver/expense reimbursement | | | 118,616 | |
Fee waiver/expense reimbursement | | | (118,616 | ) |
Net expenses | | | — | |
Net investment income (loss) | | | 203,738 | |
Realized and Unrealized Gain (Loss) | | | | |
Net realized gain (loss) from: | | | | |
Investments and foreign currency | | | 18,162 | |
Forward foreign currency exchange contracts | | | 32,363 | |
Futures contracts | | | 8,787 | |
Swaps | | | 258,589 | |
Change in net unrealized appreciation (depreciation) of: | | | | |
Investments and foreign currency | | | (217,592 | ) |
Forward foreign currency exchange contracts | | | (10,976 | ) |
Futures contracts | | | 13,447 | |
Swaps | | | 692 | |
Net realized and unrealized gain (loss) | | | 103,472 | |
Net increase (decrease) in net assets from operations | | $ | 307,210 | |
See accompanying notes to financial statements.
Statement of Changes in Net Assets
| | | | | | | | |
| | | Year Ended
7/31/13 | | | Year Ended
7/31/12 | |
Operations | | | | | | | | |
Net investment income (loss) | | $ | 203,738 | | | $ | 249,629 | |
Net realized gain (loss) from: | | | | | | | | |
Investments and foreign currency | | | 18,162 | | | | 79,585 | |
Forward foreign currency exchange contracts | | | 32,363 | | | | (8,138 | ) |
Futures contracts | | | 8,787 | | | | (20,996 | ) |
Swaps | | | 258,589 | | | | 14,501 | |
Change in net unrealized appreciation (depreciation) of: | | | | | | | | |
Investments and foreign currency | | | (217,592 | ) | | | 123,241 | |
Forward foreign currency exchange contracts | | | (10,976 | ) | | | 18,656 | |
Futures contracts | | | 13,447 | | | | 4,467 | |
Swaps | | | 692 | | | | 52,552 | |
Net increase (decrease) in net assets from operations | | | 307,210 | | | | 513,497 | |
Distributions to Shareholders | | | | | | | | |
From net investment income | | | (305,497 | ) | | | (344,838 | ) |
From accumulated net realized gains | | | (118,048 | ) | | | (272,920 | ) |
Decrease in net assets from distributions to shareholders | | | (423,545 | ) | | | (617,758 | ) |
Fund Share Transactions | | | | | | | | |
Proceeds from sale of shares | | | 20,367 | | | | 30,840 | |
Cost of shares redeemed | | | (21,020 | ) | | | — | |
Net increase (decrease) in net assets from Fund share transactions | | | (653 | ) | | | 30,840 | |
Net increase (decrease) in net assets | | | (116,988 | ) | | | (73,421 | ) |
Net assets at the beginning of period | | | 5,591,238 | | | | 5,664,659 | |
Net assets at the end of period | | $ | 5,474,250 | | | $ | 5,591,238 | |
Undistributed (Over-distribution of) net investment income at the end of period | | $ | (7,540 | ) | | $ | (62,180 | ) |
See accompanying notes to financial statements.
[THIS PAGE INTENTIONALLY LEFT BLANK]
Financial Highlights
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Selected data for a share outstanding throughout each period: | |
| | | | |
| | | | | | Investment Operations | | | Less Distributions | | | | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Year Ended
July 31, | | Beginning
Net
Asset
Value | | | Net
Invest-
ment
Income
(Loss)(a) | | | Net
Realized/
Unrealized
Gain
(Loss) | | | Total | | | From
Net
Invest-
ment
Income | | | From
Accum-
ulated
Net
Realized
Gains | | | Total | | | Ending
Net
Asset
Value | |
2013 | | $ | 10.59 | | | $ | .39 | | | $ | .19 | | | $ | .58 | | | $ | (.58 | ) | | $ | (.22 | ) | | $ | (.80 | ) | | $ | 10.37 | |
2012 | | | 10.79 | | | | .47 | | | | .50 | | | | .97 | | | | (.65 | ) | | | (.52 | ) | | | (1.17 | ) | | | 10.59 | |
2011 | | | 11.75 | | | | .64 | | | | .16 | | | | .80 | | | | (.79 | ) | | | (.97 | ) | | | (1.76 | ) | | | 10.79 | |
2010 | | | 10.56 | | | | .71 | | | | 1.42 | | | | 2.13 | | | | (.94 | ) | | | — | | | | (.94 | ) | | | 11.75 | |
2009 | | | 9.81 | | | | 1.08 | | | | .72 | | | | 1.80 | | | | (.85 | ) | | | (.20 | ) | | | (1.05 | ) | | | 10.56 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
| |
| | | | Ratios/Supplemental Data | |
| | | | | | | Ratios to Average
Net Assets Before
Waiver/Reimbursement | | | Ratios to Average
Net Assets After
Waiver/Reimbursement(c) | | | | |
Total
Return(b) | | | Ending
Net
Assets
(000) | | | Expenses | | |
Net
Invest-
ment
Income
(Loss) | | | Expenses | | | Net
Invest-
ment
Income
(Loss) | | | Portfolio
Turnover
Rate(d)(e) | |
| | 5.58 | % | | $ | 5,474 | | | | 2.11 | % | | | 1.52 | % | | | 0.00 | % | | | 3.63 | % | | | 201 | % |
| | 9.99 | | | | 5,591 | | | | 2.63 | | | | 1.95 | | | | 0.00 | | | | 4.58 | | | | 55 | |
| | 7.44 | | | | 5,665 | | | | 2.25 | | | | 3.43 | | | | 0.00 | | | | 5.68 | | | | 137 | |
| | 20.88 | | | | 6,336 | | | | 2.60 | | | | 3.75 | | | | 0.00 | | | | 6.34 | | | | 169 | |
| | 20.12 | | | | 5,711 | | | | 3.04 | | | | 8.11 | | | | 0.00 | | | | 11.15 | | | | 439 | |
| (a) | Per share Net Investment Income (Loss) is calculated using the average daily shares method. |
| (b) | Total return is the combination of changes in net asset value, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. Total returns are not annualized. |
| (c) | After fee waiver and/or expense reimbursement from the Adviser. |
| (d) | Excluding dollar roll transactions, where applicable. |
| (e) | Portfolio Turnover Rate is calculated based on the lesser of long-term purchases and sales (as disclosed in Note 5 – Investment Transactions) divided by the average long-term market value during the period. |
See accompanying notes to financial statements.
Notes to Financial Statements
1. General Information and Significant Accounting Policies
General Information
The Nuveen Managed Accounts Portfolios Trust (the “Trust”) is an open-end investment company registered under the Investment Company Act of 1940, as amended. The Trust is comprised of Enhanced Multi-Strategy Income Managed Accounts Portfolio (the “Fund”), as a diversified fund, among others. The Trust was organized as a Massachusetts business trust on November 14, 2006.
On December 31, 2012, the Fund’s investment adviser converted from a Delaware corporation to a Delaware limited liability company. As a result, Nuveen Fund Advisors, Inc., a wholly-owned subsidiary of Nuveen Investments, Inc. (“Nuveen”), changed its name to Nuveen Fund Advisors, LLC (the “Adviser”). There were no changes to the identities or roles of any personnel as a result of the change.
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 Nuveen Asset Management, LLC, (the “Sub-Adviser”), a subsidiary of the Adviser, under which the Sub-Adviser manages the investment portfolios of the Funds.
The Fund is developed exclusively for use within Nuveen-sponsored separately managed accounts. The Fund is a specialized Fund to be used in combination with selected individual securities to effectively model institutional-level investment strategies. The Fund enables certain Nuveen separately managed account investors to achieve greater diversification and return potential than smaller managed accounts might otherwise achieve by using lower quality, higher yielding securities and to gain access to special investment opportunities normally available only to institutional investors.
The Fund’s primary investment objective is total return, with current income as a secondary objective. Under normal conditions, the Fund will invest at least 80% of its net assets in fixed income securities. The Fund will invest in various types of debt securities, including U.S. Treasury and U.S. agency bonds, U.S. investment grade corporate debt securities, U.S. high yield corporate debt securities, U.S. dollar-denominated non-U.S. government bonds, non-U.S. dollar non-U.S. government bonds, emerging market debt, and other short-term securities. In addition, the Fund may invest a substantial portion of its assets in mortgage-backed securities, including U.S. agency mortgage backed securities and commercial mortgage backed securities, and asset-backed securities. The Fund may also engage in repurchase, reverse repurchase, dollar rolls and forward purchase agreements (these investments will generally be short-term in nature and are primarily used to seek to enhance total return and manage liquidity).
The Fund may invest up to 50% of its net assets in securities that are rated below investment grade or securities that are unrated but deemed by the Sub-Adviser, to be of equivalent quality. Such securities are commonly referred to as “high-yield” securities or “junk bonds”; which includes U.S. and non-U.S. high yield corporate bonds and securities. The Fund may invest up to 25% of its net assets in the debt of non-U.S. issuers, including up to 25% of its net assets in obligations of non-U.S. entities that are located in emerging markets. These limits apply only at the time of any specific new investments.
Under normal market conditions, the Sub-Adviser expects the Fund to maintain an intermediate term average duration, which will generally fall within four to seven years.
The Fund may utilize the following derivatives: options; futures contracts; options on futures contracts; interest rate caps, collars, and floors; foreign currency contracts; options on foreign currencies; swap agreements, including interest rate swaps, currency swaps, total return swaps, and credit default swaps; and options on swap agreements. The Fund may use these derivatives in an attempt to manage market risk, currency risk, credit risk and yield curve risk, to manage the effective maturity or duration of securities in the Fund or for speculative purposes in an effort to increase the Fund’s yield or to enhance returns. The Fund may also use derivatives to gain exposure to non-dollar denominated securities markets to the extent it does not do so through direct investments. The use of a derivative is speculative if the Fund is primarily seeking to enhance returns, rather than offset the risk of other positions.
The Fund’s most recent prospectus provides further description of the Fund’s investment objective, principal investment strategies and principal risks.
Significant Accounting Policies
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 July 31, 2013, the Fund’s outstanding when-issued/delayed delivery purchase commitments were as follows:
| | | | |
Outstanding when-issued/delayed delivery purchase commitments | | $ | 1,186,659 | |
Investment Income
Investment income, which reflects the amortization of premiums and includes accretion of discounts for financial reporting purposes, is recorded on an accrual basis. Investment income also includes 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. Should the Fund receive a refund of 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
The Fund declares dividends from net investment income daily and pays shareholders monthly. Fund shares begin to accrue dividends on the business day after the day when the monies used to purchase Fund shares are collected by the Fund’s transfer agent.
Net realized capital gains from investment transactions, if any, are declared and distributed to shareholders at least annually. Furthermore, capital gains are distributed only to the extent they exceed available capital loss carryforwards.
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.
Indemnifications
Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts that provide general indemnifications to other parties. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, the Trust has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
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
Investment Valuation
Prices of fixed-income securities, forward foreign currency exchange contracts and swap contracts are provided by a pricing service approved by the Fund’s Board of Trustees. These securities are generally classified as Level 2 for fair value measurement purposes. 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. 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.
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 net asset value (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 New York Stock Exchange 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 Fund’s Board of Trustees. These securities are generally classified as Level 2 or Level 3 depending on the priority of the significant inputs.
Futures contracts are valued using the closing settlement price or, in the absence of such a price, the last traded price and are generally classified as Level 1.
Repurchase agreements are valued at contract amount plus accrued interest, which approximates market value. These securities are generally classified as Level 2.
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 Fund’s Board of Trustees or its designee 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
Notes to Financial Statements (continued)
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 net asset value (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 Fund’s Board of Trustees or its designee.
Fair Value Measurements
Fair value is defined as the price that the Fund would receive 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). |
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*: | | | | | | | | | | | | | | | | |
Corporate Bonds | | $ | — | | | $ | 3,318,382 | | | $ | — | | | $ | 3,318,382 | |
$1,000 Par (or similar) Institutional Structures | | | — | | | | 189,976 | | | | — | | | | 189,976 | |
Mortgage-Backed Securities | | | — | | | | 1,554,766 | | | | — | | | | 1,554,766 | |
Taxable Municipal Bonds | | | — | | | | 81,985 | | | | — | | | | 81,985 | |
U.S. Government and Agency Obligations | | | — | | | | 24,514 | | | | — | | | | 24,514 | |
Sovereign Debt | | | — | | | | 65,744 | | | | — | | | | 65,744 | |
Short-Term Investments: | | | | | | | | | | | | | | | | |
Repurchase Agreements | | | — | | | | 1,320,537 | | | | — | | | | 1,320,537 | |
Derivatives: | | | | | | | | | | | | | | | | |
Forward Foreign Currency Exchange Contracts** | | | — | | | | 2,757 | | | | — | | | | 2,757 | |
Credit Default Swaps** | | | — | | | | 33,516 | | | | — | | | | 33,516 | |
Futures Contracts** | | | 13,447 | | | | — | | | | — | | | | 13,447 | |
| | | $ | 13,447 | | | $ | 6,592,177 | | | $ | — | | | $ | 6,605,624 | |
| * | Refer to the Fund’s Portfolio of Investments for industry, state and country classifications, where applicable. |
| ** | Represents net unrealized appreciation (depreciation) as reported in the Fund’s Portfolio of Investments. |
The Nuveen funds’ Board of Directors/Trustees is responsible for the valuation process and has delegated 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 of Directors/Trustees, is responsible for making fair value determinations, evaluating the effectiveness of the funds’ pricing policies and reporting to the Board of Directors/Trustees. 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 funds, 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 of Directors/Trustees, 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 of Directors/Trustees.
3. Portfolio Securities and Investments in Derivatives
Portfolio Securities
Dollar Roll Transactions
The Fund is authorized to enter into dollar roll transactions (“dollar rolls”) in which the Fund purchases or sells mortgage-backed securities (“MBS”) for delivery in the future and simultaneously contracts to sell or repurchase a substantially similar (same type, coupon, and maturity) MBS on a different specified future date. Dollar rolls are identified in the Portfolio of Investments as “MDR”, when applicable. During the roll period, the Fund foregoes principal and interest paid on the MBS. The Fund is compensated by fee income or the difference between the current sales price and the lower forward price for the future purchase. Such compensation is amortized over the life of the dollar rolls, which is recognized as a component of “Investment income” on the Statement of Operations. Dollar rolls are valued daily.
Dollar rolls involve the risk that the market value of the MBS the Fund is obligated to repurchase under an agreement may decline below the repurchase price. These transactions also involve some risk to the Fund if the other party should default on its obligation and the Fund is delayed or prevented from completing the transaction. In the event that the buyer of securities under a dollar roll files for bankruptcy or becomes insolvent, the Fund’s use of proceeds of the dollar roll may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities.
Foreign Currency Transactions
The Fund is authorized to engage in foreign currency exchange transactions, including forward foreign currency exchange, futures, options and swap contracts. 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.
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 other assets and liabilities on investments, forward foreign currency exchange contracts, futures, options written, swaps, and swaptions written 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 other assets and liabilities on investments 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 forward foreign currency exchange contracts, futures, options
Notes to Financial Statements (continued)
written, swaps and swaptions written are recognized as a component of “Change in net unrealized appreciation (deprecation) of forward foreign currency exchange contracts, futures, options written, swaps and swaptions written,” respectively, 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.
Zero Coupon Securities
The Fund is authorized to invest in 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 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.
Forward Foreign Currency Exchange Contracts
The Fund is authorized to enter into forward foreign currency exchange contracts (“forward contract”) under two circumstances: (i) when a Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency to “lock in” the U.S. exchange rate of the transaction, with such period being a short-dated contract covering the period between transaction date and settlement date; or (ii) when the Sub-Adviser, believes that the currency of a particular foreign country may experience a substantial movement against the U.S. dollar or against another foreign currency.
A forward contract is an agreement between two parties to purchase or sell a specified quantity of a currency at or before a specified date in the future at a specified price. Forward contracts are typically traded in the over-the-counter (“OTC”) markets and all details of the contract are negotiated between the counterparties to the agreement. Accordingly, the forward contracts are valued by reference to the contracts traded in the OTC markets. The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying currency, establishing an opposite position in the contract and recognizing the profit or loss on both positions simultaneously on the delivery date or, in some instances, paying a cash settlement before the designated date of delivery.
Forward contracts are valued daily at the forward rate and are recognized as a component of “Unrealized appreciation and/or depreciation on forward foreign currency exchange contracts” on the Statement of Assets and Liabilities. The change in value of the forward contracts during the reporting period is recognized as a component of “Change in net unrealized appreciation (depreciation) of forward foreign currency exchange contracts” on the Statement of Operations. When the contract is closed or offset with the same counterparty, the Fund recognizes the difference between the value of the contract at the time it was entered and the value at the time it was closed or offset as a component of “Net realized gain (loss) from forward foreign currency exchange contracts” on the Statement of Operations.
Forward contracts will generally not be entered into for terms greater than three months, but may have maturities of up to six months or more. The use of forward contracts does not eliminate fluctuations in the underlying prices of the Fund’s investment securities; however, it does establish a rate of exchange that can be achieved in the future. The use of forward contracts involves the risk that anticipated currency movements will not be accurately predicted. A forward contract would limit the risk of loss due to a decline in the value of a particular currency; however, it also would limit any potential gain that might result should the value of the currency increase instead of decrease. These contracts may involve market risk in excess of the unrealized appreciation or depreciation reflected on the Statement of Assets and Liabilities. Forward contracts are subject to counterparty risk if the counterparty fails to perform as specified in the contract due to financial impairment or other reason.
During the fiscal year ended July 31, 2013, the Fund was invested in forward foreign currency exchange contracts in a variety of currencies, with settlements ranging from one to three months. Some of these contracts are positioned to benefit if the foreign currencies in the contracts strengthen with respect to the U.S. dollar, while others are positioned to benefit if the foreign currencies weaken with respect to the U.S. dollar, based on analysis indicating whether currencies were relatively high or low compared to future expectations.
The average notional amount of forward foreign currency exchange contracts outstanding during the fiscal year ended July 31, 2013, was as follows:
| | | | |
Average notional amount of forward foreign currency exchange contracts outstanding* | | $ | 430,324 | |
| * | The average notional amount is calculated based on the outstanding notional amount 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 fair value of all forward foreign currency exchange contracts held by the Fund as of July 31, 2013, the location of these instruments on the Statement of Assets and Liabilities and the primary underlying risk exposure.
| | | | | | | | | | | | | | |
| | | | | Location on the Statement of Assets and Liabilities | |
Underlying
Risk Exposure | | Derivative
Instrument | | Asset Derivatives | | | (Liability) Derivatives | |
| | | Location | | Value | | | Location | | Value | |
Foreign Currency Exchange Rate | | Forward Foreign
Currency Exchange
Contracts | | Unrealized appreciation on
forward foreign currency
exchange contracts | | $ | 5,225 | | | Unrealized depreciation on
forward foreign currency
exchange contracts | | $ | (2,468 | ) |
The following table presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) recognized on forward foreign currency exchange contracts during the fiscal year ended July 31, 2013, and the primary underlying risk exposure.
| | | | | | | | | | |
| Underlying Risk Exposure | | Derivative Instrument | | Net Realized Gain (Loss) | | | Change in Net Unrealized
Appreciation (Depreciation) | |
Foreign Currency Exchange Rate | | Forward Foreign Currency Exchange Contracts | | $ | 32,363 | | | $ | (10,976 | ) |
Futures Contracts
Upon execution of a futures contract, the Fund is obligated to deposit cash or eligible securities, also known as “initial margin,” into an account at its clearing broker equal to a specified percentage of the contract amount. Cash held by the broker to cover initial margin requirements on open futures contracts, if any, is recognized as “Deposits with brokers for open futures contracts” on the Statement of Assets and Liabilities. Investments in futures contracts obligate the Fund and the clearing broker to settle monies on a daily basis representing changes in the prior days “mark-to-market” of the open contracts. If the Fund has unrealized appreciation the clearing broker would credit the investors account with an amount equal to appreciation and conversely if the Fund has unrealized depreciation the clearing broker would debit the Fund’s account with an amount equal to depreciation. These daily cash settlements are also known as “variation margin.” Variation margin is recognized as a receivable and/or payable for “Variation margin on futures contracts” on the Statement of Assets and Liabilities.
During the period the futures contract is open, changes in the value of the contract are recognized as an unrealized gain or loss by “marking-to-market” on a daily basis to reflect the changes in market value of the contract, which is recognized as a component of “Change in net unrealized appreciation (depreciation) of futures contracts” on the Statement of Operations. When the contract is closed or expired, the Fund records a realized gain or loss equal to the difference between the value of the contract on the closing date and value of the contract when originally entered into, which is recognized as a component of “Net realized gain (loss) from futures contracts” on the Statement of Operations.
Risks of investments in futures contracts include the possible adverse movement in the price of the securities or indices underlying the contracts, the possibility that there may not be a liquid secondary market for the contracts and/or that a change in the value of the contract may not correlate with a change in the value of the underlying securities or indices.
During the fiscal year ended July 31, 2013, the Fund was invested in U.S. Treasury note and bond futures contracts designed to benefit if interest rates at the ten year point of the yield curve rose more than rates at the two and thirty year points.
The average notional amount of futures contracts outstanding during the fiscal year ended July 31, 2013, was as follows:
| | | | |
Average notional amount of futures contracts outstanding* | | $ | 170,363 | |
| * | The average notional amount is calculated based on the absolute aggregate notional amount of contracts outstanding 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 fair value of all futures contracts held by the Fund as of July 31, 2013, the location of these instruments on the Statement of Assets and Liabilities and the primary underlying risk exposure.
| | | | | | | | | | | | | | |
| | | | | Location on the Statement of Assets and Liabilities | |
Underlying Risk Exposure | | Derivative
Instrument | | Asset Derivatives | | | (Liability) Derivatives | |
| | | Location | | Value | | | Location | | Value | |
Interest Rate | | Futures Contracts | | Receivable for variation margin
on futures contracts* | | $ | — | | | Payable for variation margin
on futures contracts* | | $ | 13,447 | |
| * | Value represents unrealized appreciation (depreciation) of futures contracts as reported on the Fund’s Portfolio of Investments and not deposits with brokers, if any, or the receivable or payable for variation margin on futures contracts presented on the Statement of Assets and Liabilities. |
Notes to Financial Statements (continued)
The following table presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) recognized on futures contracts during the fiscal year ended July 31, 2013, and the primary underlying risk exposure.
| | | | | | | | | | |
| Underlying Risk Exposure | | Derivatie Instrument | | Net Realized Gain (Loss) | | | Change in Net Unrealized
Appreciation (Depreciation) | |
Interest Rate | | Futures contracts | | $ | 8,787 | | | $ | 13,447 | |
Interest Rate Swap Contracts
In connection with these contracts, securities in the Fund’s portfolios of investments may be identified as collateral in accordance with the terms of the respective swap contract. Interest rate swap contracts involve the exchange by a Fund with another party of their respective commitments to pay or receive interest (i.e., an exchange of floating rate payments for fixed rate payments with respect to a specified notional amount of principal). Interest rate swap contracts are valued daily. The Fund accrue daily the periodic payments expected to be paid and/or received on each interest rate swap contract and recognize the daily change in the market value of the Fund’s contractual rights and obligations under the contracts. The net amount recorded on these transactions for each counterparty is recognized on the Statement of Assets and Liabilities as a component of “Unrealized appreciation or depreciation on interest rate swaps (, net)” with the change during the fiscal period recognized on the Statement of Operations as a component of “Change in net unrealized appreciation (depreciation) of swaps” on the Statement of Operations. Income received or paid by the Fund is recognized as a component of “Net realized gain (loss) from swaps” on the Statement of Operations, in addition to the net realized gains or losses recognized upon the termination of an interest rate swap contract and are equal to the difference between the Fund’s basis in the interest rate swap and the proceeds from (or cost of) the closing transaction. The amount of the payment obligation is based on the notional amount of the interest rate swap contract. Payments received or made at the beginning of the measurement period are recognized as a component of “Interest rate swap premiums paid and/or received” on the Statement of Assets and Liabilities, when applicable. For tax purposes, periodic payments are treated as ordinary income or expense.
During the fiscal year ended July 31, 2013, the Fund was invested in interest rate swap contracts in a variety of currencies, with maturities ranging from three to ten years, some positioned to benefit if rates rise, others positioned to benefit if rates fall in the underlying country, based on analysis indicating whether rates were relatively high or low compared to future expectations.
The average notional amount of interest rate swap contracts outstanding during the fiscal year ended July 31, 2013, was as follows:
| | | | |
Average notional amount of interest rate swap contracts outstanding* | | $ | 40,492 | |
| * | The average notional amount is calculated based on the outstanding notional amount at the beginning of the fiscal year and at the end of each fiscal quarter within the current fiscal year. |
Credit Default Swaps
The Fund may enter into a credit default swap contract to seek to maintain a total return on a particular investment or portion of its portfolio, or to take an active long or short position with respect to the likelihood of a particular issuer’s default. Credit default swap contracts involve one party making a stream of payments to another party in exchange for the right to receive a specified return if/when there is a credit event by a third party. Generally, a credit event means bankruptcy, failure to pay or restructuring. The specific credit events applicable for each credit default swap are stated in the terms of the particular swap agreement. As a purchaser of a credit default swap contract, the Fund pays to the counterparty a periodic interest fee based on the notional amount of the credit default swap. This interest fee is accrued daily and recognized with the daily change in the market value of the contract as a component of “Unrealized appreciation or depreciation on credit default swaps (,net)” on the Statement of Assets and Liabilities and is recorded as a realized loss upon payment. Credit default swap contracts are valued daily. Upon occurrence of a specific credit event with respect to the underlying referenced entity, the Fund is obligated to deliver that security, or an equivalent amount of cash, to the counterparty in exchange for receipt of the notional amount from the counterparty. The difference between the value of the security delivered and the notional amount received is recorded as a realized gain. Payments received or made at the beginning of the measurement period are recognized as a component of “Credit default swap premiums paid and/or received” on the Statement of Assets and Liabilities, when applicable. As a seller of a credit default swap contract, the Fund generally receives from the counterparty a periodic interest fee based on the notional amount of the credit default swap. This interest fee is accrued daily as a component of unrealized appreciation or depreciation and is recorded as a realized gain upon payment. Upon occurrence of a specific credit event with respect to the underlying referenced entity, the Fund will either receive that security, or an equivalent amount of cash, from the counterparty in exchange for payment of the notional amount to the counterparty, or pay a net settlement amount of the credit default swap contract less the recovery value of the referenced obligation or underlying securities comprising the referenced index. The difference between the value of the security received and the notional amount paid is recorded as a realized loss. Changes in the value of a credit default swap during the reporting period are recognized as a component of “Change in net unrealized appreciation (depreciation) of swaps”, and realized gains and losses are recognized as a component of “Net realized gain (loss) from swaps” on the Statement of Operations. The maximum potential amount of future payments the Fund could incur as a seller of protection in a credit default swap contract is limited to the notional amount of the contract. The maximum potential amount would be offset by the recovery value, if any, of the respective referenced entity.
During the fiscal year ended July 31, 2013, the Fund was invested in credit default swap index positions that earn spread income in exchange for taking the credit default risk of broad investment grade and high yield default swap indices.
The average notional amount of credit default swap contracts outstanding during the fiscal year ended July 31, 2013, was as follows:
| | | | |
Average notional amount of credit default swap contracts outstanding* | | $ | 2,478,000 | |
| * | The average notional amount is calculated based on the outstanding notional amount 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 fair value of all swap contracts held by the Fund as of July 31, 2013, the location of these instruments on the Statement of Assets and Liabilities and the primary underlying risk exposure.
| | | | | | | | | | | | | | | | |
| | | | | Location on the Statement of Assets and Liabilities | |
Underlying Risk Exposure | | Derivative Instrument | | Asset Derivatives | | | (Liability) Derivatives | |
| | | Location | | Value | | | Location | | | Value | |
Credit | | Credit default swaps | | Unrealized appreciation on credit default swaps* | | $ | 33,516 | | | | — | | | $ | — | |
| * | Some swap contracts require a counterparty to pay or receive a premium, which is disclosed on the Statement of Assets and Liabilities but is not reflected in the cumulative appreciation (depreciation) presented above. |
The following table presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) recognized on swap contracts for the fiscal year ended July 31, 2013, as well as the primary underlying risk exposure.
| | | | | | | | | | |
| Underlying Risk Exposure | | Derivative Instrument | | Net Realized Gain/(Loss) | | | Change in Net Unrealized
Appreciation (Depreciation) | |
Credit | | Credit default swaps | | $ | 227,690 | | | $ | 34,103 | |
Interest | | Interest rate swaps | | | 30,899 | | | | (33,411 | ) |
Total | | | | $ | 258,589 | | | $ | 692 | |
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 were as follows:
| | | | | | | | | | | | | | | | |
| | | Year Ended
7/31/2013 | | | Year Ended
7/31/12 | |
| | | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | 1,913 | | | $ | 20,367 | | | | 3,026 | | | $ | 30,840 | |
Shares redeemed | | | (2,000 | ) | | | (21,020 | ) | | | — | | | | — | |
Net increase (decrease) | | | (87 | ) | | $ | (653 | ) | | | 3,026 | | | $ | 30,840 | |
5. Investment Transactions
Purchases and sales (including maturities but excluding short-term investments and derivative and dollar roll transactions) for the fiscal year ended July 31, 2013, were as follows:
| | | | |
Purchases: | | | | |
Investment securities | | $ | 1,260,205 | |
U.S. Government and agency obligations | | | 10,849,664 | |
Sales and maturities: | | | | |
Investment securities | | | 1,042,093 | |
U.S. Government and agency obligations | | | 9,946,840 | |
Notes to Financial Statements (continued)
6. Income Tax Information
The Fund intends to distribute substantially all of its net investment income and net capital gains to shareholders and to otherwise comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. Therefore, no federal income tax provision is required.
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 foreign currency transaction gains and losses, amortization of premium and timing and character 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 net asset value of the Fund.
As of July 31, 2013, the cost and unrealized appreciation (depreciation) of investments (excluding investments in derivatives), as determined on a federal income tax basis, were as follows:
| | | | |
Cost of investments | | $ | 6,428,633 | |
Gross unrealized: | | | | |
Appreciation | | | 219,918 | |
Depreciation | | | (92,647 | ) |
Net unrealized appreciation (depreciation) of investments | | $ | 127,271 | |
Permanent differences, primarily due to federal taxes paid, notional principal contracts, foreign currency reclassifications, bond premium amortization adjustments and paydown adjustments, resulted in reclassifications among the Fund’s components of net assets as of July 31, 2013, the Fund’s tax year end, as follows:
| | | | |
Capital paid-in | | $ | (1,804 | ) |
Undistributed (Over–distribution of) net investment income | | | 156,399 | |
Accumulated net realized gain (loss) | | | (154,595 | ) |
The tax components of undistributed net ordinary income and net long-term capital gains as of July 31, 2013, the Fund’s tax year end, were as follows:
| | | | |
Undistributed net ordinary income1 | | $ | 103,638 | |
Undistributed net long-term capital gains | | | — | |
| 1 | Undistributed net ordinary income (on a tax basis) has not been reduced for the dividend declared during the period July 1, 2013 through July 31, 2013 and paid on August 1, 2013. Net ordinary income consists of net taxable income derived from dividends, interest, and net short-term capital gains, if any. |
The tax character of distributions paid during the Fund’s tax years ended July 31, 2013 and July 31, 2012, was designated for purposes of the dividends paid deduction as follows:
| | | | |
| 2013 | | | |
Distributions from net ordinary income2 | | $ | 408,617 | |
Distributions from net long-term capital gains3 | | | 16,725 | |
| |
| 2012 | | | |
Distributions from net ordinary income2 | | $ | 422,695 | |
Distributions from net long-term capital gains | | | 200,059 | |
| 2 | Net ordinary income consists of net taxable income derived from dividends, interest, and net short-term capital gains, if any. |
| 3 | The Fund hereby designates as long-term capital gain dividend, pursuant to the Internal Revenue Code Section 852(b)(3), the amount necessary to reduce earnings and profits of the Fund related to net capital gain to zero for the tax year ended July 31, 2013. |
During the Fund’s tax year ended July 31, 2013, there were no capital losses generated.
7. Management Fees and Other Transactions with Affiliates
The Adviser does not charge any management fees or other expenses directly to the Fund. The Adviser has agreed irrevocably during the existence of the Fund to waive all fees and pay or reimburse all expenses of the Fund (excluding interest expense, taxes, fees incurred in acquiring and disposing of investment portfolio securities and extraordinary expenses). The Adviser and NAM are compensated for their services to the Fund from the fee charged at the separately managed account level.
As of July 31, 2013, Nuveen owned all shares of the Fund.
8. New Accounting Pronouncements
Financial Accounting Standards Board (“FASB”) Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities
In January 2013, Accounting Standards Update (ASU) 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, replaced ASU 2011-11, Disclosures about Offsetting Assets and Liabilities. ASU 2013-01 is effective for fiscal years beginning on or after January 1, 2013. ASU 2011-11 was intended to enhance disclosure requirements on the offsetting of financial assets and liabilities. ASU 2013-01 limits the scope of the new balance sheet offsetting disclosures to derivatives, repurchase agreements and securities lending transactions to the extent that they are (1) offset in the financial statements or (2) subject to an enforceable master netting arrangement or similar agreement. Management is currently evaluating the application of ASU 2013-01 and its impact to the financial statements and footnote disclosures, if any.
Trustees and Officers* (Unaudited)
The management of the Funds, including general supervision of the duties performed for the Funds by the Adviser, is the responsibility of the Board of Trustees of the Funds. The number of trustees of the Funds is currently set at ten. None of the trustees who are not “interested” persons of the Funds (referred to herein as “independent trustees”) has ever been a director or employee of, or consultant to, Nuveen or its affiliates. The names and business addresses of the trustees and officers of the Funds, their principal occupations and other affiliations during the past five years, the number of portfolios each oversees and other directorships they hold are set forth below.
The Funds’ Statement of Additional Information (“SAI”) includes more information about the trustees. To request a free copy, call Nuveen Investments at (800) 257-8787 or visit the Funds’ website at www.nuveen.com.
| | | | | | | | |
Name, Year of Birth & Address | | Position(s) Held with the Funds | | Year First Elected or Appointed (1) | | Principal Occupation(s) Including other Directorships During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Trustee |
| | |
| Independent Trustees: | | | | |
William J. Schneider 1944 333 W. Wacker Drive Chicago, IL 60606 | | Chairman of the Board and Trustee | | 1996 | | Chairman of Miller-Valentine Partners Ltd., a real estate investment company; formerly, Senior Partner and Chief Operating Officer (retired 2004) of Miller-Valentine Group; owner in several other Miller-Valentine; entities; Board Member of Mid-America Health System, Tech Town, Inc., a not-for-profit community development company and WDPR Public Radio Station; formerly, member, Business Advisory Council, Cleveland Federal Reserve Bank and University of Dayton Business School Advisory Council. | | 211 |
Robert P. Bremner 1940 333 W. Wacker Drive Chicago, IL 60606 | | Trustee | | 1996 | | Private Investor and Management Consultant; Treasurer and Director, Humanities Council of Washington, D.C.; Board Member, Independent Directors Council affiliated with the Investment Company Institute. | | 211 |
Jack B. Evans 1948 333 W. Wacker Drive Chicago, IL 60606 | | Trustee | | 1999 | | President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Chairman, United Fire Group, a publicly held company; formerly, member and President Pro Tem of the Board of Regents for the State of Iowa University System; Director, Source Media Group; Life Trustee of Coe College; formerly, Director, Alliant Energy; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm. | | 211 |
William C. Hunter 1948 333 W. Wacker Drive Chicago, IL 60606 | | Trustee | | 2004 | | Dean Emeritus (since June 30, 2012), formerly, Dean, Tippie College of Business, University of Iowa (2006-2012); Director (since 2004) of Xerox Corporation; Director (since 2005), and President (since July 2012) Beta Gamma Sigma, Inc., The International Honor Society; Director of Wellmark, Inc. (since 2009); formerly, Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003); formerly, Director (1997-2007), Credit Research Center at Georgetown University. | | 211 |
David J. Kundert 1942 333 W. Wacker Drive Chicago, IL 60606 | | Trustee | | 2005 | | Formerly, Director, Northwestern Mutual Wealth Management Company; (2006-2013) retired (since 2004) as Chairman, JPMorgan Fleming Asset Management, President and CEO, Banc One Investment Advisors Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Banc One Corporation and Chairman and CEO, Banc One Investment Management Group; Regent Emeritus, Member of Investment Committee, Luther College; member of the Wisconsin Bar Association; member of Board of Directors, Friends of Boerner Botanical Gardens; member of Board of Directors and Chair of Investment Committee, Greater Milwaukee Foundation; member of the Board of Directors (Milwaukee), College Possible. | | 211 |
| | | | | | | | |
Name, Year of Birth & Address | | Position(s) Held with the Funds | | Year First Elected or Appointed (1) | | Principal Occupation(s) Including other Directorships During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Trustee |
John K. Nelson 1962 333 West Wacker Drive Chicago, IL 60606 | | Trustee | | 2013 | | Senior external advisor to the financial services practice of Deloitte Consulting LLP (since 2012); Member of Board of Directors of Core12 LLC (since 2008), a private firm which develops branding, marketing and communications strategies for clients; Chairman of the Board of Trustees of Marian University (since 2010 as trustee, 2011 as Chairman); Director of The Curran Center for Catholic American Studies (since 2009) and The President’s Council, Fordham University (since 2010); formerly, Chief Executive Officer of ABN AMRO N.V. North America, and Global Head of its Financial Markets Division (2007-2008); prior senior positions held at ABN AMRO include Corporate Executive Vice President and Head of Global Markets—the Americas (2006-2007), CEO of Wholesale Banking—North America and Global Head of Foreign Exchange and Futures Markets (2001-2006), and Regional Commercial Treasurer and Senior Vice President Trading—North America (1996-2001); formerly, Trustee at St. Edmund Preparatory School in New York City. | | 211 |
Judith M. Stockdale 1947 333 W. Wacker Drive Chicago, IL 60606 | | Trustee | | 1997 | | Formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation (since 1994); prior thereto, Executive Director, Great Lakes Protection Fund (1990-1994). | | 211 |
Carole E. Stone 1947 333 W. Wacker Drive Chicago, IL 60606 | | Trustee | | 2007 | | Director, Chicago Board Options Exchange (since 2006), C2 Options Exchange, Incorporated (since 2009) and CBOE Holdings, Inc. (since 2010); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010); formerly, Chair, New York Racing Association Oversight Board (2005-2007). | | 211 |
Virginia L. Stringer 1944 333 W. Wacker Drive Chicago, IL 60606 | | Trustee | | 2011 | | Board Member, Mutual Fund Directors Forum; former governance consultant and non-profit board member; former Owner and President, Strategic Management Resources, Inc. a management consulting firm; former Member, Governing Board, Investment Company Institute’s Independent Directors Council; previously, held several executive positions in general management, marketing and human resources at IBM and The Pillsbury Company; Independent Director, First American Fund Complex (1987-2010) and Chair (1997-2010). | | 211 |
Terence J. Toth 1959 333 W. Wacker Drive Chicago, IL 60606 | | Trustee | | 2008 | | Managing Partner, Promus Capital (since 2008); Director, Fulcrum IT Service LLC (since 2010), Quality Control Corporation (since 2012) and LogicMark LLC (since 2012); formerly, Director, Legal & General Investment Management America, Inc. (2008-2013); formerly, CEO and President, Northern Trust Global Investments (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); member: Chicago Fellowship Board (since 2005), Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (since 2012), and a member of its investment committee; formerly, Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004). | | 211 |
Trustees and Officers* (Unaudited) (continued)
| | | | | | | | |
Name, Year of Birth & Address | | Position(s) Held with the Funds | | Year First Elected or Appointed (2) | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Officer |
| | |
| Officers of the Funds: | | | | |
Gifford R. Zimmerman 1956 333 W. Wacker Drive Chicago, IL 60606 | | Chief Administrative Officer | | 1988 | | Managing Director (since 2002), and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Managing Director (since 2002), Assistant Secretary (since 1997) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Managing Director, Associate General Counsel and Assistant Secretary of Symphony Asset Management LLC (since 2003); Vice President and Assistant Secretary of NWQ Investment Management Company, LLC (since 2002), Nuveen Investments Advisers Inc. (since 2002), Santa Barbara Asset Management, LLC (since 2006) and of Winslow Capital Management, LLC, (since 2010); Vice President and Assistant Secretary (since 2013), formerly, Chief Administrative Officer and Chief Compliance Officer (2006-2013) of Nuveen Commodities Asset Management, LLC; Chartered Financial Analyst. | | 211 |
Margo L. Cook 1964 333 W. Wacker Drive Chicago, IL 60606 | | Vice President | | 2009 | | Executive Vice President (since 2008) of Nuveen Investments, Inc. and of Nuveen Fund Advisors, LLC (since 2011); Managing Director – Investment Services of Nuveen Commodities Asset Management, LLC (since August 2011), previously, Head of Institutional Asset Management (2007-2008) of Bear Stearns Asset Management; Head of Institutional Asset Management (1986-2007) of Bank of NY Mellon; Chartered Financial Analyst. | | 211 |
Lorna C. Ferguson 1945 333 W. Wacker Drive Chicago, IL 60606 | | Vice President | | 1998 | | Managing Director (since 2005) of Nuveen Fund Advisors, LLC and Nuveen Securities, LLC (since 2004). | | 211 |
Stephen D. Foy 1954 333 W. Wacker Drive Chicago, IL 60606 | | Vice President and Controller | | 1998 | | Senior Vice President (2010-2011), formerly, Vice President (2005-2010) and Funds Controller of Nuveen Securities, LLC; Senior Vice President (since 2013), formerly, Vice President of Nuveen Fund Advisors, LLC; Chief Financial Officer of Nuveen Commodities Asset Management, LLC (since 2010); Certified Public Accountant. | | 211 |
Scott S. Grace 1970 333 W. Wacker Drive Chicago, IL 60606 | | Vice President and Treasurer | | 2009 | | Managing Director, Corporate Finance & Development, Treasurer (since 2009) of Nuveen Securities, LLC; Managing Director and Treasurer (since 2009) of Nuveen Fund Advisors, LLC, Nuveen Investments Advisers, Inc., Nuveen Investments Holdings Inc. and (since 2011) Nuveen Asset Management, LLC; Vice President and Treasurer of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC.; Vice President of Santa Barbara Asset Management, LLC; formerly, Treasurer (2006-2009), Senior Vice President (2008-2009), previously, Vice President (2006-2008) of Janus Capital Group, Inc.; formerly, Senior Associate in Morgan Stanley’s Global Financial Services Group (2000-2003); Chartered Accountant Designation. | | 211 |
Walter M. Kelly 1970 333 W. Wacker Drive Chicago, IL 60606 | | Chief Compliance Officer and Vice President | | 2003 | | Senior Vice President (since 2008) and Assistant Secretary (since 2003) of Nuveen Fund Advisors, LLC; Senior Vice President (since 2008) of Nuveen Investments Holdings, Inc; formerly, Senior Vice President (2008-2011) of Nuveen Securities, LLC. | | 211 |
Tina M. Lazar 1961 333 W. Wacker Drive Chicago, IL 60606 | | Vice President | | 2002 | | Senior Vice President (since 2010), formerly, Vice President (2005-2010) of Nuveen Fund Advisors, LLC. | | 211 |
Trustees and Officers* (Unaudited) (continued)
| | | | | | | | |
Name, Year of Birth & Address | | Position(s) Held with the Funds | | Year First Elected or Appointed (2) | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Officer |
Kevin J. McCarthy 1966 333 W. Wacker Drive Chicago, IL 60606 | | Vice President and Secretary | | 2007 | | Managing Director and Assistant Secretary (since 2008), Nuveen Securities, LLC; Managing Director (since 2008), Assistant Secretary (since 2007) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Managing Director (since 2008), and Assistant Secretary, Nuveen Investment Holdings, Inc.; Vice President (since 2007) and Assistant Secretary of Nuveen Investments Advisers Inc., NWQ Investment Management Company, LLC, Tradewinds Global Investors LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC, and of Winslow Capital Management, LLC. (since 2010); Vice President and Secretary (since 2010) of Nuveen Commodities Asset Management, LLC. | | 211 |
Kathleen L. Prudhomme 1953 901 Marquette Avenue Minneapolis, MN 55402 | | Vice President and Assistant Secretary | | 2011 | | Managing Director, Assistant Secretary and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Managing Director and Assistant Secretary (since 2011) of Nuveen Securities, LLC; formerly, Deputy General Counsel, FAF Advisors, Inc. (2004-2010). | | 211 |
Joel T. Slager 1978 333 West Wacker Drive Chicago, IL 60606 | | Vice President and Assistant Secretary | | 2013 | | Fund Tax Director for Nuveen Funds (since May, 2013); previously, Vice President of Morgan Stanley Investment Management, Inc., Assistant Treasurer of the Morgan Stanley Funds (from 2010 to 2013); Tax Director at PricewaterhouseCoopers LLP (from 2008 to 2010). | | 211 |
Jeffery M. Wilson 1956 333 West Wacker Drive Chicago, IL 60606 | | Vice President | | 2011 | | Senior Vice President of Nuveen Securities, LLC (since 2011); formerly, Senior Vice President of FAF Advisors, Inc. (2000-2010). | | 108 |
| (1) | Trustees serve an indefinite term until his/her successor is elected or appointed. The year first elected or appointed represents the year in which the trustee was first elected or appointed to any fund in the Nuveen Fund Complex. |
| (2) | Officers serve one year terms through August of each year. The year first elected or appointed represents the year in which the officer was first elected or appointed to any fund in the Nuveen Fund Complex. |
| * | Represents the Fund’s Board of Trustees as of September 1, 2013. |
Annual Investment Management Agreement Approval Process
(Unaudited)
The Board of Trustees (the “Board” and each Trustee, a “Board Member”) of the Fund, including the Board Members who are not parties to the Fund’s advisory or sub-advisory agreement or “interested persons” of any such parties (the “Independent Board Members”), is responsible for approving the 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”) between the Adviser and Nuveen Asset Management, LLC (the “Sub-Adviser”) (the Investment Management Agreement and the Sub-Advisory Agreement are referred to collectively as the “Advisory Agreements”) and their periodic continuation. Pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), the Board is required to consider the continuation of the Advisory Agreements on an annual basis. Accordingly, at an in-person meeting held on May 20-22, 2013 (the “May Meeting”), the Board, including a majority of the Independent Board Members, considered and approved the continuation of the Advisory Agreements for the Fund for an additional one-year period.
In preparation for its considerations at the May Meeting, the Board requested and received extensive materials prepared in connection with the review of the Advisory Agreements. The materials provided a broad range of information regarding the Fund, the Adviser and the Sub-Adviser (the Adviser and the Sub-Adviser are collectively, the “Fund Advisers” and each, a “Fund Adviser”). As described in more detail below, the information provided included, among other things, a review of Fund performance, including Fund investment performance assessments against appropriate benchmarks; Fund fees and expenses; 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 an analysis of the Adviser’s profitability with comparisons to comparable peers in the managed fund business. As part of its annual review, the Board also held a separate meeting on April 17-18, 2013, to review the Fund’s investment performance and consider an analysis provided 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, performance of the Fund, and significant changes to the foregoing. As a result of its review of the materials and discussions, the Board presented the Adviser with questions and the Adviser responded.
The materials and information prepared in connection with the annual review of the Advisory Agreements supplement the information and analysis provided to the Board during the year. In this regard, throughout the year, the Board, acting directly or through its committees, regularly reviews the performance and various services provided by the Adviser and the Sub-Adviser. The Board meets at least quarterly as well as at other times as the need arises. At its quarterly meetings, the Board reviews reports by the Adviser regarding, among other things, fund performance, fund expenses, the performance of the investment teams, and compliance, regulatory and risk management matters. In addition to regular reports, the Adviser provides special reports to the Board or a committee thereof from time to time to enhance the Board’s understanding of various topics that impact some or all the Nuveen funds (such as accounting and financial statement presentations of the various forms of leverage that may be used by a closed-end fund or an update on the valuation policies and procedures), to update the Board on regulatory developments impacting the investment company industry or to update the Board on the business plans or other matters impacting the Adviser. The Board also meets with key investment personnel managing the fund portfolios during the year. In October 2011, the Board also created two standing committees (the Open-End Fund Committee and the Closed-End Fund Committee) to assist the full Board in monitoring and gaining a deeper insight into the distinctive business practices of open-end and closed-end funds. These Committees meet prior to each quarterly Board meeting, and the Adviser provides presentations to these Committees permitting them to delve further into specific matters or initiatives impacting the respective product line.
In addition, the Board continues 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 visited certain of the Sub-Adviser’s investment teams in Minneapolis in September 2012, and its municipal team in November 2012. In addition, the ad hoc Securities Lending Committee of the Board met with certain service providers and the Audit Committee of the Board made a site visit to three pricing service providers.
The Board considers 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 are assisted throughout the process by independent legal counsel. Counsel provided materials describing applicable law and the duties of directors or trustees in reviewing advisory contracts. During the course of the year and during their deliberations regarding the review of advisory contracts, the Independent Board Members met with independent legal counsel in executive sessions without management present. In addition, it is important to recognize that the management arrangements for the 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 considered all factors it believed relevant with respect to the Fund, including among other factors: (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 Fund’s Advisory Agreements. 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 considering renewal of the Advisory Agreements, the Independent Board Members considered the nature, extent and quality of the Fund Adviser’s services, including advisory services and the resulting Fund performance and administrative services. The Independent Board Members further considered the overall reputation and capabilities of the Adviser and its affiliates, the commitment of the Adviser to provide high quality service to the Fund, their overall confidence in the capability and integrity of the Adviser and its staff and the Adviser’s responsiveness to questions and concerns raised by them. The Independent Board Members reviewed materials outlining, among other things, the Fund Adviser’s organization and business; the types of services that the Fund Adviser or its affiliates provide to the Fund; the performance record of the Fund (as described in further detail below); and any applicable initiatives Nuveen had taken for the open-end fund product line.
In considering advisory services, the Board recognized that the Adviser provides various oversight, administrative, compliance and other services for the Fund and the Sub-Adviser generally provides the portfolio investment management services to the Fund. In reviewing the portfolio management services provided to the Fund, the Board reviewed the materials provided by the Nuveen Investment Services Oversight Team analyzing, among other things, the Sub-Adviser’s investment team and changes thereto, organization and history, assets under management, the investment team’s philosophy and strategies in managing the Fund, developments affecting the Sub-Adviser or Fund and Fund performance. The Independent Board Members also reviewed portfolio manager compensation arrangements to evaluate each Fund Adviser’s ability to attract and retain high quality investment personnel, preserve stability, and reward performance but not provide an inappropriate incentive to take undue risks. In addition, the Board considered the Adviser’s execution of its oversight responsibilities over the Sub-Adviser. Given the importance of compliance, the Independent Board Members also considered Nuveen’s compliance program, including the report of the chief compliance officer regarding the Fund’s compliance policies and procedures; the resources dedicated to compliance; and the record of compliance with the policies and procedures. Given the Adviser’s emphasis on business risk, the Board also appointed an Independent Board Member as a point person to review and keep the Board apprised of developments in this area during the year.
In addition to advisory services, the Board considered the quality and extent of administrative and other non-investment advisory services the Adviser and its affiliates provide to the Fund, including product management, investment services (such as oversight of investment policies and procedures, risk management, and pricing), fund administration, oversight of service providers, shareholder services and communications, administration of Board relations, regulatory and portfolio compliance and legal support. The Board further recognized Nuveen’s additional investments in personnel, including in compliance and risk management. The Board Members noted, however, that the Fund is offered via separately managed accounts and may require fewer shareholder services than a typical open-end fund.
In reviewing the services provided, the Board considered the new services and service enhancements that the Adviser has implemented since the various advisory agreements were last reviewed. In reviewing the activities of 2012, the Board recognized the Adviser’s focus on product rationalization for both closed-end and open-end funds during the year, consolidating certain Nuveen funds through mergers that were designed to improve efficiencies and economies of scale for shareholders, repositioning various Nuveen funds through updates in their investment policies and guidelines with the expectation of bringing greater value to shareholders, and liquidating certain Nuveen funds. The Board recognized the Adviser’s significant investment in technology initiatives to, among other things, create a central repository for fund and other Nuveen product data, develop a group within the Adviser designed to handle and analyze fund performance data, and implement a data system to support the risk oversight group. The Board also recognized the enhancements in the valuation group within the Adviser, including upgrading the team and process and automating certain basic systems, and in the compliance group with the addition of personnel, particularly within the testing group. With the advent of the Open-End Fund Committee and Closed-End Fund Committee, the Board also noted the enhanced support and comprehensive in-depth presentations provided by the Adviser to these committees.
In addition to the foregoing actions, the Board also considered other initiatives related to the open-end Nuveen funds including, among other things, the development of a comprehensive strategic plan and the addition of members to the product strategy team; the commencement of various new funds; the removal of redemption fees for certain funds; the establishment of a working group to enhance the Adviser’s oversight of the disclosures pertaining to Nuveen’s products and services; the acceleration of monthly holdings disclosure for certain funds; and the development of a new share class for certain funds.
Based on their review, the Independent Board Members found that, overall, the nature, extent and quality of services provided to the Fund under each 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. Given its unique structure, the Fund does not have a performance peer group (i.e., comparable funds against which the Fund can compare its performance). In considering the performance of the Fund, the Board therefore considered the Fund’s historic performance, as well as the performance of recognized benchmarks. The Independent Board Members reviewed performance
Annual Investment Management Agreement Approval Process
(Unaudited) (continued)
information including the Fund’s total return information and performance information for recognized benchmarks for the quarter, one-, three- and five-year periods ending December 31, 2012 and March 31, 2013. In this regard, the Board noted that the Fund outperformed its benchmark for the foregoing periods.
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 Board recognized that the performance data reflects a snapshot of time, in this case as of the end of the most recent calendar year or quarter. The Board noted that selecting a different performance period could derive significantly different results. Further, the Board recognized that it is possible that long-term performance can be adversely affected by even one period of significant underperformance so that a single investment decision or theme has the ability to disproportionately affect long-term performance. The Independent Board Members also noted that the investment experience of a particular shareholder in the Nuveen funds will vary depending on when such shareholder invests in the applicable fund, the class held (if multiple classes are offered in a fund) and the performance of the fund (or respective class) during that shareholder’s investment period.
In addition, while the Board is cognizant of the relative performance of a fund’s peer set and/or benchmark(s), the Board evaluated fund performance in light of the respective fund’s investment objectives, investment parameters and guidelines and considered that the variations between the objectives and investment parameters or guidelines of the funds with their peers and/or benchmarks result in differences in performance results. Further, 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.
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 Independent Board Members recognized the unique fee structure of the Fund. The Fund does not pay the Adviser or Sub-Adviser a management fee and nearly all expenses are reimbursed by the Adviser. The Fund is sold via separately managed accounts. The Adviser therefore receives its advisory fees via the managed account management fee. Such fee is essentially a blended rate comprised of Fund fees pro-rated to the portion of the total product represented by the Fund and the managed account fees associated with the proportion of individual securities in the overall product. Given the different fee structure, and distribution and account support requirements, the Independent Board Members recognized that the expenses incurred by the Fund (nearly all of which are reimbursed by the Adviser) are not comparable to any comparable group of unaffiliated funds or other Nuveen funds. Based on their review, the Independent Board Members determined that the Fund’s fee and expense arrangement was reasonable.
2. Comparisons with the Fees of Other Clients
The Board recognized that all Nuveen funds have a sub-adviser (which, in the case of a Fund, is an affiliated sub-adviser). Therefore, in general, a fund’s overall management fee can be divided into two components, the fee retained by the Adviser and the fee paid to the sub-adviser. In general terms, the fee to the Adviser reflects the administrative services it provides to support the funds, and while some administrative services may occur at the sub-adviser level, the fee generally reflects the portfolio management services provided by the fund’s sub-adviser. The Independent Board Members reviewed information regarding the nature of services provided by the Adviser, including through the Sub-Adviser, and the range of fees and average fee the Sub-Adviser assessed for such services to other clients, including other separately managed accounts (both retail and institutional accounts), foreign investment funds offered by Nuveen and funds that are not offered by Nuveen but are sub-advised by one of Nuveen’s investment management teams. Generally, in evaluating the comparisons of fees, the Independent Board Members have noted that the fee rates charged to funds and other clients vary, among other things, because of the different services involved and the additional regulatory and compliance requirements associated with registered investment companies. With respect to the Fund, however, they recognized that the Fund is offered via separately managed accounts and therefore may not require or incur the costs of shareholder servicing to the same extent as typical open-end funds. Further, as noted, given the Fund’s unique fee and expense structure pursuant to which it does not pay management fees and the expenses are reimbursed, comparisons with peers were not available.
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 the revenues and expenses of Nuveen’s advisory activities for the last two calendar years, the allocation methodology used in preparing the profitability data and an analysis of the key drivers behind the changes in revenues and expenses that impacted profitability in 2012. The Independent Board Members noted this information supplemented the profitability information requested and received during the year to help keep them apprised of developments affecting profitability (such as changes in fee waivers and expense reimbursement commitments). In this regard, the Independent Board Members noted that they have an Independent Board Member serve as a point person to review and keep them apprised of changes to the profitability analysis and/or methodologies during the year. The Independent Board Members also considered Nuveen’s revenues for advisory activities, expenses, and profit margin compared to that of various unaffiliated management firms with comparable assets under management (based on asset size and asset composition).
In reviewing profitability, the Independent Board Members recognized the Adviser’s continued investment in its business to enhance its services, including capital improvements to investment technology, updated compliance systems, and additional personnel. In addition, in evaluating profitability, the Independent Board Members also recognized the subjective nature of determining profitability which may be affected by numerous factors including the allocation of expenses and that various allocation methodologies may each be reasonable but yield different results. Further, the Independent Board Members recognized the difficulties in making comparisons as the profitability of other advisers generally is not publicly available and the profitability information that is available for certain advisers or management firms may not be representative of the industry and may be affected by, among other things, the adviser’s particular business mix, capital costs, types of funds managed and expense allocations. Notwithstanding the foregoing, the Independent Board Members reviewed Nuveen’s methodology and assumptions for allocating expenses across product lines to determine profitability. Based on their review, the Independent Board Members concluded that the Adviser’s level of profitability for its advisory activities was reasonable in light of the services provided.
With respect to sub-advisers affiliated with Nuveen, including the Sub-Adviser, the Independent Board Members reviewed the sub-adviser’s revenues, expenses and profitability margins (pre- and post-tax) for its advisory activities and the methodology used for allocating expenses among the internal sub-advisers. Based on their review, the Independent Board Members were satisfied that the Sub-Adviser’s level of profitability was reasonable in light of the services provided.
In evaluating the reasonableness of the compensation, the Independent Board Members also considered 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 receive, or are expected to receive, that are 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 of the overall fee arrangements of the Fund, the Independent Board Members determined that the advisory fees and expenses of the Fund were reasonable.
D. Economies of Scale and Whether Fee Levels Reflect These Economies of Scale
With respect to economies of scale, the Independent Board Members have recognized the potential benefits resulting from the costs of a fund being spread over a larger asset base, although economies of scale are difficult to measure and predict with precision, particularly on a fund-by-fund basis. One method to help ensure the shareholders share in these benefits is to include breakpoints in the advisory fee schedule. Generally, management fees for funds in the Nuveen complex are comprised of a fund-level component and a complex-level component, subject to certain exceptions. The Independent Board Members recognized, however, that the Fund does not have fund-level breakpoints given its unique structure.
In addition, pursuant to a complex-wide fee arrangement, the fees of the funds in the Nuveen complex are generally reduced as the assets in the fund complex reach certain levels. However, because the Fund does not pay a management fee, there is no applicable fund-level or complex-wide level breakpoint schedule, although its assets will be counted toward the complex-wide total.
Based on their review, the Independent Board Members concluded that the absence of a fund-level breakpoint schedule and a complex-wide fee arrangement was acceptable for the Fund.
E. Indirect Benefits
In evaluating fees, 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. In this regard, the Independent Board Members considered whether the Fund Advisers 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 determined by the Sub-Adviser. Accordingly, the Independent Board Members considered that the Sub-Adviser may benefit from its soft dollar arrangements pursuant to which it receives research from brokers that execute the Fund’s portfolio transactions. With respect to fixed income securities, however, the Board recognized that such securities generally trade on a principal basis that does not generate soft dollar credits. Nevertheless, the Sub-Adviser may also engage in soft dollar arrangements on behalf of other clients, and the Fund as well as the Sub-Adviser may benefit from the research or other services received. Similarly, the Board recognized that the research received pursuant to soft dollar arrangements by the Sub-Adviser may also benefit the Fund and shareholders to the extent the research enhances 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 did not receive the research services pursuant to the soft dollar arrangements and had to acquire such services directly.
Based on their review, the Independent Board Members concluded that any indirect benefits received by a Fund Adviser as a result of its relationship with the 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, unanimously concluded that the terms of each Advisory Agreement are fair and reasonable, that the respective Fund Adviser’s fees are reasonable in light of the services provided to the Fund and that the Advisory Agreements be renewed.
Glossary of Terms Used in this Report
Asset-backed securities (ABS): Securities whose value and income payments are derived from and collateralized (or “backed”) by a specified pool of underlying assets. The pools of underlying assets can include credit cards, auto loans, mortgages, aircraft leases, royalty payments, among others.
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 offer price and reinvested dividends and capital gains distributions, if any) over the time period being considered.
Barclays U.S. Credit/Mortgage Index: A market-weighted blend of the Barclays U.S. Credit Index and the Barclays Mortgage-backed securities (MBS) Index. The Barclays U.S. Credit Index includes both corporate and non-corporate sectors. The corporate sectors are industrial, utility, and finance, which include both U.S. and non-U.S. corporations. The non-corporate sectors are sovereign, supranational, foreign agency, and foreign local government. The Barclays MBS Index is a market value-weighted index which covers the mortgage-backed securities component of the Barclays U.S. Aggregate Bond Index. The index is composed of agency mortgage-backed pass-through securities of the Government National Mortgage Association (Ginnie Mae), the Federal National Mortgage Association (Fannie Mae), and the Federal Home Loan Mortgage Corporation (Freddie Mac) with a minimum $150 million par amount outstanding and a weighted-average maturity of at least 1 year. Index returns assume reinvestment of dividends, but do not reflect any applicable sales charges or management fees.
Commercial Mortgage-Backed Securities (CMBS): Asset-backed securities that represents a claim on the cash flows from pools of mortgages on commercial properties.
Gross Domestic Product (GDP): The total market value of all final goods and services produced in a country/region in a given year, equal to total consumer, investment and government spending, plus the value of exports, minus the value of imports.
Net Asset Value (NAV): The net market value of all securities held in a portfolio.
Net Asset Value (NAV) Per Share: The market value of one share of a mutual fund or closed-end fund. For a fund, the NAV is calculated daily by taking the fund’s total assets (securities, cash, and accrued earnings), subtracting the fund’s liabilities, and dividing by the number of shares outstanding.
Additional Fund Information
Fund Manager
Nuveen Fund Advisors, LLC
333 West Wacker Drive
Chicago, IL 60606
Sub-Adviser
Nuveen Asset Management, LLC
333 West Wacker Drive
Chicago, IL 60606
Legal Counsel
Chapman and Cutler LLP
Chicago, IL
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Chicago, IL
Custodian
State Street Bank & Trust Company
Boston, MA
Transfer Agent and Shareholder Services
Boston Financial
Data Services, Inc.
Nuveen Investor Services
P.O. Box 8530
Boston, MA 02266-8530
(800) 257-8787
Quarterly Form N-Q Portfolio of Investments Information
The Portfolio 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.
The Financial Industry Regulatory Authority (FINRA) provides a Public Disclosure Program which supplies certain information regarding the disciplinary history of FINRA members and their associated persons in response to either telephone inquiries at (800) 289-9999 or written inquiries at www.finra.org. FINRA also provides an investor brochure that includes information describing the Public Disclosure Program.
Nuveen Investments:
Serving Investors for Generations
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.
Focused on meeting investor needs.
Nuveen Investments provides high-quality investment services designed to help secure the longterm 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 approximately $216 billion as of June 30, 2013.
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/mf
| | |
Distributed by Nuveen Securities, LLC 333 West Wacker Drive Chicago, IL 60606 www.nuveen.com | | |
MAN-EIMAP-0713P
ITEM 2. CODE OF ETHICS.
As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There were no amendments to or waivers from the code during the period covered by this report. The registrant has posted the code of ethics on its website at www.nuveen.com/MutualFunds/ShareholderResources/FundGovernance.aspx. (To view the code, click on Code of Conduct.)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The registrant’s Board of Trustees determined that the registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR) serving on its Audit Committee. The registrant’s audit committee financial expert is Carole E. Stone, who is “independent” for purposes of Item 3 of Form N-CSR.
Ms. Stone served for five years as Director of the New York State Division of the Budget. As part of her role as Director, Ms. Stone was actively involved in overseeing the development of the State’s operating, local assistance and capital budgets, its financial plan and related documents; overseeing the development of the State’s bond-related disclosure documents and certifying that they fairly presented the State’s financial position; reviewing audits of various State and local agencies and programs; and coordinating the State’s system of internal audit and control. Prior to serving as Director, Ms. Stone worked as a budget analyst/examiner with increasing levels of responsibility over a 30 year period, including approximately five years as Deputy Budget Director. Ms. Stone has also served as Chair of the New York State Racing Association Oversight Board, as Chair of the Public Authorities Control Board, as a Commissioner on the New York State Commission on Public Authority Reform and as a member of the Boards of Directors of several New York State public authorities. These positions have involved overseeing operations and finances of certain entities and assessing the adequacy of project/entity financing and financial reporting. Currently, Ms. Stone is on the Board of Directors of CBOE Holdings, Inc., of the Chicago Board Options Exchange, and of C2 Options Exchange. Ms. Stone’s position on the boards of these entities and as a member of both CBOE Holdings’ Audit Committee and its Finance Committee has involved, among other things, the oversight of audits, audit plans and preparation of financial statements.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following tables show the amount of fees that PricewaterhouseCoopers LLP, the Trust’s auditor, billed to the Trust during the Trust’s last two full fiscal years. The Audit Committee approved in advance all audit services and non-audit services that PricewaterhouseCoopers LLP provided to the Trust, except for those non-audit services that were subject to the pre-approval exception under Rule 2-01 of Regulation S-X (the “pre-approval exception”). The preapproval exception for services provided directly to the Trust waives the pre-approval requirement for services other than audit, review or attest services if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid by the Trust during the fiscal year in which the services are provided; (B) the Trust did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee’s attention, and the Committee (or its delegate) approves the services before the audit is completed.
The Audit Committee has delegated certain pre-approval responsibilities to its Chairman (or, in his absence, any other member of the Audit Committee).
SERVICES THAT THE TRUST’S AUDITOR BILLED TO THE TRUST
| | | | | | | | | | | | | | | | |
Fiscal Year Ended July 31, 2013 | | Audit Fees Billed
to Funds 1 | | | Audit-Related Fees
Billed to Funds 2 | | | Tax Fees
Billed to Funds 3 | | | All Other Fees Billed
to Funds 4 | |
Fund Name | | | | | | | | | | | | | | | | |
Enhanced Multi-Strategy Income Managed Accounts Portfolio | | | 38,773 | | | | 0 | | | | 0 | | | | 0 | |
Municipal Total Return Managed Accounts Portfolio | | | 25,459 | | | | 0 | | | | 600 | | | | 0 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 64,232 | | | $ | 0 | | | $ | 600 | | | $ | 0 | |
| 1 | | “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements. |
| 2 | | “Audit-Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees”. These fees include offerings related to the Fund’s common shares and leverage. |
| 3 | | “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculations performed by the principal accountant. |
| 4 | | “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”. These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage. |
| | | | | | | | | | | | | | | | |
| | | Percentage Approved Pursuant to Pre-approval Exception | |
| | | Audit Fees Billed | | | Audit-Related Fees | | | Tax Fees | | | All Other Fees | |
| | | to Funds | | | Billed to Funds | | | Billed to Funds | | | Billed to Funds | |
Fund Name | | | | | | | | | | | | | | | | |
Enhanced Multi-Strategy Income Managed Accounts Portfolio | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % |
Municipal Total Return Managed Accounts Portfolio | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % |
| | | | |
Fiscal Year Ended July 31, 2012 | | Audit Fees Billed
to Funds 1 | | | Audit-Related Fees
Billed to Funds 2 | | | Tax Fees
Billed to Funds 3 | | | All Other Fees
Billed to Funds 4 | |
Fund Name | | | | | | | | | | | | | | | | |
Enhanced Multi-Strategy Income Managed Accounts Portfolio | | | 36,625 | | | | 0 | | | | 0 | | | | 0 | |
Municipal Total Return Managed Accounts Portfolio | | | 23,766 | | | | 0 | | | | 580 | | | | 0 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 60,391 | | | $ | 0 | | | $ | 580 | | | $ | 0 | |
| 1 | | “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements. |
| 2 | | “Audit-Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees”. These fees include offerings related to the Fund’s common shares and leverage. |
| 3 | | “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculations performed by the principal accountant. |
| 4 | | “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”. These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage. |
| | | | | | | | | | | | | | | | |
| | | Percentage Approved Pursuant to Pre-approval Exception | |
| | | Audit Fees Billed | | | Audit-Related Fees | | | Tax Fees | | | All Other Fees | |
| | | to Funds | | | Billed to Funds | | | Billed to Funds | | | Billed to Funds | |
Fund Name | | | | | | | | | | | | | | | | |
Enhanced Multi-Strategy Income Managed Accounts Portfolio | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % |
Municipal Total Return Managed Accounts Portfolio | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % |
| | | | | | | | | | | | |
| | | Audit-Related Fees | | | Tax Fees Billed to | | | All Other Fees | |
| | | Billed to Adviser and | | | Adviser and | | | Billed to Adviser | |
Fiscal Year Ended July 31, 2013 | | Affiliated Fund
Service Providers | | | Affiliated Fund
Service Providers | | | and Affiliated Fund
Service Providers | |
Nuveen Managed Accounts Portfolio Trust | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| |
| | | Percentage Approved Pursuant to Pre-approval Exception | |
| | | Audit-Related Fees | | | Tax Fees Billed to | | | All Other Fees | |
| | | Billed to Adviser and | | | Adviser and | | | Billed to Adviser | |
| | | Affiliated Fund | | | Affiliated Fund | | | and Affiliated Fund | |
| | | Service Providers | | | Service Providers | | | Service Providers | |
| | | 0 | % | | | 0 | % | | | 0 | % |
| | | |
| | | Audit-Related Fees | | | Tax Fees Billed to | | | All Other Fees | |
| | | Billed to Adviser and | | | Adviser and | | | Billed to Adviser | |
Fiscal Year Ended July 31, 2012 | | Affiliated Fund
Service Providers | | | Affiliated Fund
Service Providers | | | and Affiliated Fund
Service Providers | |
Nuveen Managed Accounts Portfolio Trust | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| |
| | | Percentage Approved Pursuant to Pre-approval Exception | |
| | | Audit-Related Fees | | | Tax Fees Billed to | | | All Other Fees | |
| | | Billed to Adviser and | | | Adviser and | | | Billed to Adviser | |
| | | Affiliated Fund | | | Affiliated Fund | | | and Affiliated Fund | |
| | | Service Providers | | | Service Providers | | | Service Providers | |
| | | 0 | % | | | 0 | % | | | 0 | % |
| | | | | | | | | | | | | | | | |
| | | | | | Total Non-Audit Fees | | | | | | | |
| | | | | | billed to Adviser and | | | | | | | |
| | | | | | Affiliated Fund Service | | | Total Non-Audit Fees | | | | |
| | | | | | Providers (engagements | | | billed to Adviser and | | | | |
| | | | | | related directly to the | | | Affiliated Fund Service | | | | |
Fiscal Year Ended July 31, 2013 | | Total Non-Audit Fees
Billed to Trust | | | operations and financial
reporting of the Trust) | | | Providers (all other
engagements) | | | Total | |
Fund Name | | | | | | | | | | | | | | | | |
Enhanced Multi-Strategy Income Managed Accounts Portfolio | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Municipal Total Return Managed Accounts Portfolio | | | 600 | | | | 0 | | | | 0 | | | | 600 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 600 | | | $ | 0 | | | $ | 0 | | | $ | 600 | |
“Non-Audit Fees billed to Fund” for both fiscal year ends represent “Tax Fees” and “All Other Fees” billed to Fund in their respective amounts from the previous table.
Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
| | | | | | | | | | | | | | | | |
| | | | | | Total Non-Audit Fees | | | | | | | |
| | | | | | billed to Adviser and | | | | | | | |
| | | | | | Affiliated Fund Service | | | Total Non-Audit Fees | | | | |
| | | | | | Providers (engagements | | | billed to Adviser and | | | | |
| | | | | | related directly to the | | | Affiliated Fund Service | | | | |
Fiscal Year Ended July 31, 2012 | | Total Non-Audit Fees
Billed to Trust | | | operations and financial
reporting of the Trust) | | | Providers (all other
engagements) | | | Total | |
Fund Name | | | | | | | | | | | | | | | | |
Enhanced Multi-Strategy Income Managed Accounts Portfolio | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Municipal Total Return Managed Accounts Portfolio | | | 580 | | | | 0 | | | | 0 | | | | 580 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 580 | | | $ | 0 | | | $ | 0 | | | $ | 580 | |
“Non-Audit Fees billed to Fund” for both fiscal year ends represent “Tax Fees” and “All Other Fees” billed to Fund in their respective amounts from the previous table.
Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit Committee must approve (i) all non-audit services to be performed for the Trust by the Trust’s independent accountants and (ii) all audit and non-audit services to be performed by the Trust’s independent accountants for the Affiliated Fund Service Providers with respect to the operations and financial reporting of the Trust. Regarding tax and research projects conducted by the independent accountants for the Trust and Affiliated Fund Service Providers (with respect to operations and financial reports of the Trust), such engagements will be (i) pre-approved by the Audit Committee if they are expected to be for amounts greater than $10,000; (ii) reported to the Audit Committee Chairman for his verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to this registrant.
ITEM 6. SCHEDULE OF INVESTMENTS.
| a) | | See Portfolio of Investments in Item 1. |
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to this registrant.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to this registrant.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable to this registrant.
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 of Trustees 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.
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| (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 because the code is posted on registrant’s website at www.nuveen.com/MutualFunds/ShareholderResources/FundGovernance.aspx and there were no amendments during the period covered by this report. (To view the code, click on Code of Conduct.) |
| |
| (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. |
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| (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 to this registrant. |
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| (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 Managed Accounts Portfolios Trust
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By (Signature and Title) | | /s/ Kevin J. McCarthy |
| | Kevin J. McCarthy |
| | Vice President and Secretary |
Date: October 4, 2013
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.
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By (Signature and Title) | | /s/ Gifford R. Zimmerman |
| | Gifford R. Zimmerman |
| | Chief Administrative Officer |
| | (principal executive officer) |
Date: October 4, 2013
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| By (Signature and Title) | | /s/ Stephen D. Foy |
| | Stephen D. Foy |
| | Vice President and Controller |
| | (principal financial officer) |
Date: October 4, 2013
