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 811-05309
Nuveen Investment Funds, Inc.
(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: September 30
Date of reporting period: September 30, 2014
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 Funds |
Nuveen Non-Traditional
Strategies Fund |
| Annual Report September 30, 2014 |
Share Class / Ticker Symbol | ||||||||||||
Fund Name | Class A | Class C | Class I | |||||||||
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Nuveen Tactical Market Opportunities Fund | NTMAX | NTMCX | FGTYX |
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NUVEEN INVESTMENTS ACQUIRED BY TIAA-CREF | ||||||||||||
On October 1, 2014, TIAA-CREF completed its previously announced acquisition of Nuveen Investments, Inc., the parent company of your fund’s investment adviser, Nuveen Fund Advisors, LLC (“NFAL”) and the Nuveen affiliates that act as sub-advisers to the majority of the Nuveen Funds. TIAA-CREF is a national financial services organization with approximately $840 billion in assets under management as of October 1, 2014 and is a leading provider of retirement services in the academic, research, medical and cultural fields. Nuveen expects to operate as a separate subsidiary within TIAA-CREF’s asset management business. Nuveen’s existing leadership and key investment teams have remained in place following the transaction.
NFAL and your fund’s sub-adviser(s) continue to manage your fund according to the same objectives and policies as before, and there have been no changes to your fund’s operations. | ||||||||||||
Must be preceded by or accompanied by a prospectus.
NOT FDIC INSURED MAY LOSE VALUE | ||||||||||||
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Nuveen Investments | 3 |
to Shareholders
Dear Shareholders,
Over the past year, global financial markets were generally strong as stocks of many countries rose due to strengthening economies and abundant central bank support. A low and stable interest rate environment allowed the bond market to generate modest but positive returns.
More recently, markets have been less certain as economic growth is strengthening in some parts of the world, but in other areas recovery has been slow or uneven at best. Despite increasing market volatility, geopolitical turmoil and concerns over rising rates, better-than-expected earnings results and economic data have supported U.S. stocks. Europe continues to face challenges as disappointing growth and inflation measures led the European Central Bank to further cut interest rates. Japan is suffering from the burden of the recent consumption tax as the government’s structural reforms continue to steadily progress. Flare-ups in hotspots, such as the ongoing Russia-Ukraine conflict and Middle East, have not yet been able to derail the markets, though that remains a possibility. With all the challenges facing the markets, accommodative monetary policy around the world has helped lessen the impact of these events.
It is in such changeable markets that professional investment management is most important. Investment teams who have experienced challenging markets in the past understand how their asset class can behave in rapidly changing times. Remaining committed to their investment disciplines during these times is a critical component to achieving long-term success. In fact, many strong investment track records are established during challenging periods because experienced investment teams understand that volatile markets place a premium on companies and investment ideas that can weather the short-term volatility. By maintaining appropriate time horizons, diversification and relying on practiced investment teams, we believe that investors can achieve their long-term investment objectives.
As always, I encourage you to communicate with your financial consultant if you have any questions about your investment in a Nuveen Fund. On behalf of the other members of the Nuveen Fund Board, we look forward to continuing to earn your trust in the months and years ahead.
Sincerely,
William J. Schneider
Chairman of the Board
November 21, 2014
4 | Nuveen Investments |
Comments
Nuveen Tactical Market Opportunities Fund
The Nuveen Tactical Market Opportunities Fund features portfolio management by Nuveen Asset Management, LLC (NAM), an affiliate of Nuveen Investments, Inc. During this reporting period, the team of managers included Keith B. Hembre, CFA, Derek B. Bloom, CFA, Walter A. French and David A. Friar. Effective March 18, 2014, David Cline no longer served as a portfolio manager of the Fund. Also, Walter French announced during the reporting period that he would retire from NAM on October 1, 2014.
During the current fiscal period, the Nuveen Tactical Market Opportunities Fund’s Board of Directors approved a change in the Fund’s fiscal year end from October 31st to September 30th. As a result, this annual report covers an eleven-month reporting period ended September 30, 2014.
Here the portfolio managers discuss economic and market conditions, key investment strategies and the performance of the Fund for the eleven-month reporting period ended September 30, 2014.
What factors affected the U.S. economy and financial markets during the eleven-month reporting period ended September 30, 2014?
During this reporting period, the U.S. economy continued its growth at a moderate pace. The Federal Reserve (Fed) maintained efforts to bolster growth and promote progress toward its mandates of maximum employment and price stability by holding the benchmark fed funds rate at the record low level of zero to 0.25% that it established in December 2008. At its October 2014 meeting (following the end of this reporting period), the Fed announced that it would end its bond-buying stimulus program as of November 1, 2014, after tapering its monthly asset purchases of mortgage-backed and longer-term Treasury securities from the original $85 billion per month to $15 billion per month over the course of seven consecutive meetings (December 2013 through September 2014). In making the announcement, the Fed cited substantial improvement in the outlook for the labor market since the inception of the current asset purchase program as well as sufficient underlying strength in the broader economy to support ongoing progress toward maximum employment in a context of price stability. The Fed also reiterated that it would continue to look at a wide range of factors, including labor market conditions, indicators of inflationary pressures and readings on financial developments, in determining future actions, saying that it would likely maintain the current target range for the fed funds rate for a considerable time after the end of the asset purchase program, especially if projected inflation continues to run below the Fed’s 2% longer-run goal. However, if economic data shows faster progress toward the Fed’s employment and inflation objectives than currently anticipated, the Fed indicated that the first increase in the target range since 2006 could occur sooner than expected.
In the third quarter of 2014, the U.S. economy, as measured by the U.S. gross domestic product (GDP), grew at a 3.5% annual rate, compared with -2.1% in the first quarter of 2014 and 4.6% in the second quarter. Third-quarter growth was attributed in part to a surge in exports and a major increase in military spending. The Consumer Price Index (CPI) rose 1.7% year-over-year as of September 2014, while the core CPI (which excludes food and energy) also increased 1.7% during the same period, below the Fed’s unofficial longer term inflation objective of 2.0%. As of September 2014, the national unemployment rate was 5.9%, the lowest level since July 2008, down from the 7.2% reported in September 2013, but still above levels that would provide consistent support for optimal GDP growth. The housing market continued to post gains, although price growth showed some signs of deceleration. The average home price in the S&P/Case-Shiller Index of 20 major metropolitan areas rose 5.6% for the twelve months ended August 2014 (most recent data available at the time this report was prepared), raising home prices to fall 2004 levels, although they continued to be down 16%-17% from their mid-2006 peak.
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 managers as of the date of this report. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements and the views expressed herein are subject to change at any time, due to numerous market and other factors. The Fund disclaims any obligation to update publicly or revise any forward-looking statements or views expressed herein.
Nuveen Investments | 5 |
Portfolio Managers’ Comments (continued)
During the early part of this reporting period, widespread uncertainty about the future of the Fed’s quantitative easing program and Congress’s failure to reach an agreement on the Fiscal 2014 federal budget contributed to increased volatility in the financial markets. On October 1, 2013, the start date for Fiscal 2014, the lack of a resolution on spending cuts intended to address the federal budget deficit triggered sequestration, or a program of automatic spending cuts, and the federal government shut down for 16 days until an interim appropriations bill was signed into law. (Consensus on a $1.1 trillion federal spending bill was ultimately reached in January 2014 and in February 2014, members of Congress agreed to suspend the $16.7 trillion debt ceiling until March 2015.) In this unsettled environment, the Treasury market traded off, the municipal market followed suit, and spreads widened as investor concern grew, prompting selling by bondholders across the fixed income markets.
Assets across the risk spectrum posted generally positive returns for the trailing twelve months as investor sentiment and risk aversion fluctuated throughout the reporting period. The volatility experienced by most market participants during the fall was driven largely by a confluence of factors such as rising concerns over the pace of growth both domestically and globally, geopolitical tensions emanating from the Middle East and Europe and interest rate concerns.
The U.S. equity markets posted strong returns during the reporting period, supported by strong corporate earnings, positive economic reports and continued accommodative monetary policy. Large-cap U.S. stocks, as measured by the S&P 500® Index, ended the reporting period with a 19.73% return, hitting record price levels throughout the reporting period. The small- and mid-cap segments produced returns of 3.93% and 15.83%, as measured by the Russell 2000® and the Russell Midcap® Indexes, respectively. The best-performing areas of the U.S. equity market during the year included the technology, health care, consumer staples and materials & producers sectors. Developed markets posted a twelve-month return of 4.25% according to the MSCI EAFE Index, which tracks the performance of stocks from markets in Europe, Australasia and the Far East. Emerging markets narrowly underperformed the developed world, ending the reporting period with a 4.30% return, as measured by the MSCI Emerging Markets Index. Returns were sharply divided across the capitalization spectrum as larger, more established companies significantly outperformed riskier, smaller-cap stocks. Smaller-cap stocks were hurt by a combination of growing risk aversion and a general sense that eventual Fed tightening will remove liquidity from the market. The performance differential between the large- and small-cap segments was more than 15%.
How did the Fund perform during the eleven-month reporting period ended September 30, 2014?
The table in the Fund Performance and Expense Ratios section of this report provide Class A Share total returns for the Fund for the eleven-month, one-year and since inception periods ended September 30, 2014. The Fund’s Class A Shares at net asset value (NAV) outperformed the BofA/Merrill Lynch 3-Month U.S. Treasury Bill Index, but underperformed the Lipper classification average over the eleven-month reporting period. Shareholders should note that the performance of the Lipper classification represents the overall average of returns for funds that invest in a wide range of asset classes, making direct comparisons less meaningful.
What strategies were used to manage the Fund and how did these strategies influence performance for the eleven-month reporting period ended September 30, 2014?
The Fund is an absolute return product designed to generate returns through tactical asset allocation positions that seeks to outperform the BofA/Merrill Lynch 3-Month U.S. Treasury Bill Index by 400 basis points on an annualized basis. To accomplish the Fund’s goal, we are able to invest in a variety of asset classes, long or short, throughout the world including alternative asset classes, such as currencies and commodities, and investment tools such as the VIX (Chicago Board Options Exchange (CBOE) Volatility Index) to take advantage of market opportunities, to further diversify the Fund or as part of our volatility management strategies. We focus on generating returns in the portfolio in three ways: income oriented positions, market directional positions and long and short relative value positions (spread trades) that produce returns through differential performance. The Fund may gain exposure to its asset classes by: investing in derivative instruments and exchange-traded funds (ETFs); creating custom baskets of securities; and investing directly in U.S. Treasury obligations, non-U.S. government obligations that have an investment grade rating from at least one rating agency and money market funds.
The Fund’s performance slightly lagged its return objectives during the eleven-month reporting period largely as a result of uneven performance in November 2013. However, the Fund has closely tracked its return objectives on a year-to-date basis in 2014, achieving positive returns during most months. These favorable results have occurred in an environment where returns for most asset
6 | Nuveen Investments |
classes have been fairly modest and several asset classes have produced negative returns. The Fund will need to achieve performance in excess of its annual return objective over time to fully recover the performance shortfall that occurred from May through November of 2013. We will opportunistically seek to recapture performance over time when compelling market opportunities present themselves. As we approached the end of the reporting period, we scaled back many market directional positions and increased positions focused on hedged income generation and gross (long/short) equity exposure in a market neutral context. We positioned the Fund’s portfolio moderately from a risk standpoint in relation to the level of risk allowed by this strategy, reflecting the limited directional opportunities we perceived to be available in the market.
The Fund’s performance during this eleven-month reporting period consisted primarily of smaller positively contributing positions within a broadly diversified portfolio, although there were a few notable contributors. Allocations to fixed income and equities were both additive and similar in scale. A smaller currency allocation (primarily a long U.S. dollar position) also proved beneficial, although to a lesser extent than fixed income and equities. Some of the best performing positions during the reporting period were ETFs comprised of high yield municipal bonds, financial preferred stocks and mortgage real estate investment trusts (REITs) as well as 10-year Australian bond futures. Although these positions had significantly underperformed earlier in 2013, this trend was largely reversed in 2014. We continued to hold these positions and in some cases added exposure in late 2013 due to their attractive yields and extreme price changes. Given how dramatically these holdings bounced back in 2014, we gradually reduced the Fund’s exposure throughout the remainder of the reporting period and ended with modest allocations. Other notable contributors included a long S&P 500® Index position paired with a short on the Russell 2000® Index and a short on the U.S. consumer discretionary sector relative to the S&P 500® Index. Both the Russell 2000® Index and the U.S. consumer discretionary sector significantly underperformed the S&P 500® Index over this time frame. We continue to hold these positions given the extreme relative valuations of the Russell 2000® Index and the consumer discretionary sector along with the end of quantitative easing from the Fed. The Fund’s primary detractors were a long position in non-U.S. equities hedged with a short position in U.S. equities and a long position in U.S. 10-year Treasuries hedged with a short position in Euro Bunds.
Within the Fund’s directional equity exposure, we remained focused on mortgage REITs, non-U.S. equities in aggregate and an ETF replicating the performance of a closed-end fund index, which allowed for the capture of volatility premiums associated with covered call writing as these premiums climbed with market volatility levels. Some of the Fund’s long/short equity positions included: long S&P 500® Index/short Russell 2000® Index, long S&P 400® Midcap Index/short Nasdaq Index, long MSCI ACWI ex U.S. Index/short U.S., long Germany/short France and long S&P 500® Index/short U.S. consumer discretionary sector.
We limited the Fund’s directional fixed income exposure to positions in Australian Treasury futures, domestic municipal high yield bonds and peso-denominated Mexican bonds. We partially hedged the interest rate sensitivity (duration) of these positions with short positions in five-year U.S. Treasury futures and 10-year Euro Bund futures on a macro basis. In addition, we included specific long/short Treasury positions in the portfolio: long U.S. Treasury futures matched with short 10-year Euro Bund futures and long 10-year Australian Treasury futures matched with short U.K. gilt futures. All of these fixed income positions were beneficial to the Fund with the exception of the Treasury/Bund relative value position referenced earlier, which underperformed as German yields fell at a much faster pace than the yields of other countries.
We maintained a sizable long U.S. dollar position in the Fund throughout the reporting period. While the U.S. dollar was essentially flat through the first half of 2014, it began to appreciate in a meaningful way during mid-summer. We reduced the Fund’s tactical positioning in the dollar on short-term strength, but anticipate further gains from dollar strength ahead. We maintained no direct exposure to commodities in the Fund during the reporting period, although significant price weakness in oil has led us to take a small position since the reporting period concluded. We also anticipate greater efforts in capturing volatility premiums as we look ahead to a more volatile market environment.
Throughout the reporting period, we also continued to use equity, interest rate and currency futures contracts to implement various absolute return, tactical market and hedging strategies in the Fund. We also utilized equity call and put options to generate returns and manage the Fund. Overall, these derivative positions were meaningful contributors to performance during the reporting period except for the equity put options, which had an insignificant impact.
Nuveen Investments | 7 |
Nuveen Tactical Market Opportunities Fund
Mutual fund investing involves risk; principal loss is possible. There is no guarantee that the Fund will achieve its investment objective and the portfolio managers’ asset allocation decisions may adversely affect Fund performance. Absolute return funds are not intended to outperform stocks and bonds during market rallies. The Fund is exposed to the risks of the underlying derivative instruments, ETFs, U.S. Treasury bonds, foreign government bonds, commodities, and short-term securities that may be held in the portfolio. These risks include market risk, frequent trading risk, liquidity risk, interest rate risk, and credit risk. The credit risk and liquidity risk is heightened for non-investment grade or high yield securities. The use of derivatives involves substantial financial risks and transaction costs. Commodities may be highly volatile and foreign investments are subject to additional risks including currency fluctuations, and economic or political instability. These risks are magnified in emerging markets. In addition, the Fund will bear its proportionate share of any fees and expenses paid by the ETFs in which it invests.
8 | Nuveen Investments |
and Expense Ratios
The Fund Performance and Expense Ratios for the Fund are shown within this section of the report.
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 without sales charges would be lower if the sales charge were included. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Returns may reflect an agreement by the investment adviser to waive certain fees and/or reimburse expenses during the periods presented. If any such waivers and/or reimbursements had not been in place, returns would have been reduced. See Notes to Financial Statements, Note 7—Management Fees and Other Transactions with Affiliates for more information. For the most recent month-end performance visit www.nuveen.com or call (800) 257-8787.
Returns reflect differences in sales charges and expenses, which are primarily differences in distribution and service fees, and assume reinvestment of dividends and capital gains.
Comparative index and Lipper return information is provided for the Fund’s Class A Shares at net asset value (NAV) only.
The expense ratios shown reflect total operating expenses (before fee waivers and/or expense reimbursements, if any) as shown in the most recent prospectus. The expense ratios include management fees and other fees and expenses.
Nuveen Investments | 9 |
Fund Performance and Expense Ratios (continued)
Nuveen Tactical Market Opportunities Fund
Refer to the first page of this Fund Performance and Expense Ratios section for further explanation of the information included within this section. Refer to the Glossary of Terms Used in this Report for definitions of terms used within this section.
Fund Performance
Average Annual Total Returns as of September 30, 2014
Cumulative | Average Annual | |||||||||||
11-Month | 1-Year | Since Inception | ||||||||||
Class A Shares at NAV | 2.53% | 2.53% | 2.69% | |||||||||
Class A Shares at maximum Offering Price | (3.35)% | (3.35)% | 1.42% | |||||||||
BofA/Merrill Lynch 3-Month U.S. Treasury Bill Index | 0.05% | 0.05% | 0.09% | |||||||||
Lipper Flexible Portfolio Funds Classification Average | 4.73% | 7.46% | 8.30% | |||||||||
Class C Shares | 1.80% | 1.70% | 1.89% | |||||||||
Class I Shares | 2.71% | 2.71% | 2.95% |
Since inception returns are from 12/30/09. Class I Share returns are actual. The returns for Class A and Class C Shares are actual for the periods since class inception on 2/24/11; returns prior to class inception are Class I Share returns adjusted for differences in sales charges and expense, which are primarily differences in distribution and service fees. Indexes and Lipper averages are not available for direct investments.
Class A Shares have a maximum 5.75% sales charge (Offering Price). Class A Share purchases of $1 million or more are sold at net asset value without an up-front sales charge but may be subject to a contingent deferred sales charge (CDSC), also known as a back-end sales charge, if redeemed within twelve months of purchase. Class C Shares have a 1% CDSC for redemptions within less than twelve months, which is not reflected in the one-year total return. Class I Shares have no sales charge and may be purchased under limited circumstances or by specified classes of investors.
Expense Ratios as of Most Recent Prospectus
Share Class | ||||||||||||
Class A | Class C | Class I | ||||||||||
Expense Ratios | 1.33% | 2.08% | 1.08% |
10 | Nuveen Investments |
Growth of an Assumed $10,000 Investment as of September 30, 2014 – Class A Shares
The graphs do not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the redemption of Fund shares.
Nuveen Investments | 11 |
Summaries as of September 30, 2014
This data relates to the securities held in the Fund’s portfolio of investments as of the end of this reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.
Nuveen Tactical Market Opportunities Fund
Fund Allocation1
(% of net assets)
Exchange-Traded Funds | 44.0% | |||
Sovereign Debt | 6.9% | |||
Short-Term Investments | 48.2% | |||
Other Assets Less Liabilities | 0.9% |
Portfolio Allocation2,3
Long-Fixed Income | 43.1% | |||
Short-Fixed Income | (40.5)% | |||
Net Fixed Income | 2.6% | |||
Long Equity | 47.4% | |||
Short Equity | (32.0)% | |||
Net Equity | 15.4% | |||
Long Currency | 1.9% | |||
Short Currency | (4.3)% | |||
Net Currency | (2.4)% |
Total Exposure4
Total Net Exposure | 15.6% | |||
Total Gross Exposure | 169.2% |
Top 5 Long Positions5
Australian 10-Year Bond | 13.0% | |||
U.S. Dollar Index | 8.7% | |||
U.S. 10-Year Treasury Note | 6.9% | |||
iShares MSCI ACWI ex U.S. ETF | 5.9% | |||
Technology Select Sector SPDR Fund | 5.2% |
Top 5 Short Positions5
S&P 500 E-Mini | (24.9)% | |||
Euro-Bund | (17.3)% | |||
U.S. 5-Year Treasury Note | (11.3)% | |||
U.S. 2-Year Treasury Note | (9.8)% | |||
Mexican Peso | (3.5)% |
1 | Fund Allocation reports the percentage breakdown of the Fund’s cash investment as shown in the Fund’s portfolio of investments. |
2 | Portfolio Allocation reflects the investment exposure of the Fund by asset class investment category, including both cash positions and futures (derivative) positions. The table reflects the market value of long-term cash investments and the notional value of both long and short futures contracts as presented in the Fund’s portfolio of investments as a percentage of total investments. |
3 | Percentages are calculated based upon the market value of total investments as presented in the Fund’s portfolio of investments. |
4 | Net exposure provides an indication of the Fund’s directional exposure to the market at period end and reflects the value of the portfolio’s long positions minus the short positions across asset class investment categories. This is an indication of the Fund’s sensitivity to market movements. Gross exposure provides an indication of the total gross value of the Fund’s market investment exposure reflecting a summation of the absolute value of all long and short positions in the portfolio across asset class investment categories. This is an indication of the scale of the Fund’s total investment positions regardless of direction. |
5 | The top 5 long and short positions reflect the market value of long-term cash investments and the notional value of futures contracts as presented in the Fund’s portfolio of investments. |
12 | Nuveen Investments |
Examples
As a shareholder of the Fund, 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 Fund expenses. The Example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund 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 ended September 30, 2014.
The beginning of the period for the Fund is April 1, 2014.
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 Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’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 Fund 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.
In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the exchange-traded funds in which the Fund invests. These exchange-traded fees and expenses are not included in the expenses shown in the table. Because the exchange-traded funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary.
Nuveen Tactical Market Opportunities Fund
Share Class | ||||||||||||
Class A | Class C | Class I | ||||||||||
Actual Performance | ||||||||||||
Beginning Account Value | $ | 1,000.00 | $ | 1,000.00 | $ | 1,000.00 | ||||||
Ending Account Value | $ | 1,014.80 | $ | 1,011.30 | $ | 1,015.70 | ||||||
Expenses Incurred During Period | $ | 5.66 | $ | 9.48 | $ | 4.50 | ||||||
Hypothetical Performance (5% annualized return before expenses) | ||||||||||||
Beginning Account Value | $ | 1,000.00 | $ | 1,000.00 | $ | 1,000.00 | ||||||
Ending Account Value | $ | 1,019.45 | $ | 1,015.64 | $ | 1,020.61 | ||||||
Expenses Incurred During Period | $ | 5.67 | $ | 9.50 | $ | 4.51 |
For each class of the Fund, expenses are equal to the Fund’s annualized net expense ratio of 1.12%, 1.88% and 0.89% for Classes A, C and I, respectively, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).
Nuveen Investments | 13 |
A special shareholder meeting was held in the offices of Nuveen Investments on August 5, 2014, for Nuveen Tactical Market Opportunities Fund; at this meeting the shareholders were asked to vote to approve a new investment management agreement, to approve a new sub-advisory agreement, to approve revisions to, or elimination of, certain fundamental investment policies and to elect Board Members.
Nuveen Tactical Market Opportunities Fund | ||||
To approve a new investment management agreement between each Trust and Nuveen Fund Advisors, LLC. | ||||
For | 7,392,032 | |||
Against | 52,136 | |||
Abstain | 10,251 | |||
Broker Non-Votes | 1,518,009 | |||
Total | 8,972,428 | |||
To approve a new sub-advisory agreement between Nuveen Fund Advisors and each Fund’s sub-advisor(s) as follows: | ||||
a. Nuveen Fund Advisors and Nuveen Asset Management, LLC | ||||
For | 7,395,316 | |||
Against | 51,131 | |||
Abstain | 7,971 | |||
Broker Non-Votes | 1,518,010 | |||
Total | 8,972,428 | |||
To approve revisions to, or elimination of, certain fundamental investment policies: | ||||
a. Revise the fundamental policy related to the purchase and sale of commodities. | ||||
For | 7,381,635 | |||
Against | 62,973 | |||
Abstain | 9,810 | |||
Broker Non-Votes | 1,518,010 | |||
Total | 8,972,428 | |||
b. Eliminate the fundamental policy related to investing for control. | ||||
For | 7,363,406 | |||
Against | 72,097 | |||
Abstain | 18,915 | |||
Broker Non-Votes | 1,518,010 | |||
Total | 8,972,428 |
14 | Nuveen Investments |
Nuveen Tactical Market Opportunities Fund | ||||
Approval of the Board Members was reached as follows: | ||||
William Adams IV | ||||
For | 49,378,636 | |||
Withhold | 1,137,131 | |||
Total | 50,515,767 | |||
Robert P. Bremner | ||||
For | 49,351,001 | |||
Withhold | 1,164,766 | |||
Total | 50,515,767 | |||
Jack B. Evans | ||||
For | 49,395,570 | |||
Withhold | 1,120,197 | |||
Total | 50,515,767 | |||
William C. Hunter | ||||
For | 49,387,571 | |||
Withhold | 1,128,196 | |||
Total | 50,515,767 | |||
David J. Kundert | ||||
For | 49,367,384 | |||
Withhold | 1,148,383 | |||
Total | 50,515,767 | |||
John K. Nelson | ||||
For | 49,384,058 | |||
Withhold | 1,131,709 | |||
Total | 50,515,767 | |||
William J. Schneider | ||||
For | 49,378,386 | |||
Withhold | 1,137,381 | |||
Total | 50,515,767 | |||
Thomas S. Schreier, Jr. | ||||
For | 49,374,764 | |||
Withhold | 1,141,003 | |||
Total | 50,515,767 | |||
Judith M. Stockdale | ||||
For | 49,369,129 | |||
Withhold | 1,146,638 | |||
Total | 50,515,767 | |||
Carole E. Stone | ||||
For | 49,368,193 | |||
Withhold | 1,147,574 | |||
Total | 50,515,767 |
Nuveen Investments | 15 |
Shareholder Meeting Report (continued)
Nuveen Tactical Market Opportunities Fund | ||||
Virginia L. Stringer | ||||
For | 49,352,837 | |||
Withhold | 1,162,930 | |||
Total | 50,515,767 | |||
Terence J. Toth | ||||
For | 49,380,576 | |||
Withhold | 1,135,191 | |||
Total | 50,515,767 |
16 | Nuveen Investments |
Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
Nuveen Investment Funds, Inc.:
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 Nuveen Tactical Market Opportunities Fund (a series of the Nuveen Investment Funds, Inc. hereinafter referred to as the “Fund”) at September 30, 2014, the results of its operations for the eleven months then ended, the changes in its net assets and the financial highlights for the periods presented, 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 September 30, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PRICEWATERHOUSECOOPERS LLP
Chicago, IL
November 25, 2014
Nuveen Investments | 17 |
Nuveen Tactical Market Opportunities Fund
Portfolio of Investments | September 30, 2014 |
Shares | Description (1), (2) | Value | ||||||||||||||||||
LONG-TERM INVESTMENTS – 50.9% | ||||||||||||||||||||
EXCHANGE-TRADED FUNDS – 44.0% | ||||||||||||||||||||
Equity Funds – 32.2% | ||||||||||||||||||||
60,800 | Consumer Staples Select Sector SPDR Trust | $ | 2,742,688 | |||||||||||||||||
22,900 | Energy Select Sector SPDR Trust | 2,075,198 | ||||||||||||||||||
173,000 | Financial Select Sector SPDR Trust | 4,008,410 | ||||||||||||||||||
47,300 | Health Care Select Sector SPDR Trust | 3,022,943 | ||||||||||||||||||
43,800 | Industrial Select Sector SPDR Trust | 2,327,970 | ||||||||||||||||||
328,000 | iShares Mortgage Real Estate Capped ETF | 3,870,400 | ||||||||||||||||||
125,500 | iShares MSCI ACWI ex U.S. ETF | 5,707,740 | ||||||||||||||||||
2,700 | iShares U.S. Aerospace & Defense ETF | 290,466 | ||||||||||||||||||
29,500 | iShares U.S. Telecommunications ETF | 883,525 | ||||||||||||||||||
15,000 | Materials Select Sector SPDR Trust | 743,850 | ||||||||||||||||||
12,000 | SPDR Utilities Select Sector Fund | 505,080 | ||||||||||||||||||
125,700 | Technology Select Sector SPDR Fund | 5,016,687 | ||||||||||||||||||
Total Equity Funds (cost $28,806,895) | 31,194,957 | |||||||||||||||||||
Fixed Income Funds – 11.8% | ||||||||||||||||||||
18,500 | iShares National AMT-Free Municipal Bond Fund | 2,028,895 | ||||||||||||||||||
126,760 | Market Vectors High Yield Municipal Index ETF | 3,897,870 | ||||||||||||||||||
79,670 | PowerShares CEF Income Composite Portfolio | 1,939,965 | ||||||||||||||||||
83,000 | PowerShares Emerging Markets Sovereign Debt Portfolio | 2,362,180 | ||||||||||||||||||
70,237 | PowerShares Financial Preferred Portfolio | 1,264,968 | ||||||||||||||||||
Total Fixed Income Funds (cost $11,489,530) | 11,493,878 | |||||||||||||||||||
Total Exchange-Traded Funds (cost $40,296,425) | 42,688,835 | |||||||||||||||||||
Principal Amount (000) (3) | Description (1) | Coupon | Maturity | Ratings (4) | Value | |||||||||||||||
SOVEREIGN DEBT – 6.9% | ||||||||||||||||||||
Mexico – 6.9% | ||||||||||||||||||||
30,000 | MXN | Mexico Bonos | 8.000% | 6/11/20 | A | $ | 2,509,803 | |||||||||||||
54,000 | MXN | Mexico Bonos | 6.500% | 6/09/22 | A | 4,162,485 | ||||||||||||||
84,000 | MXN | Total Sovereign Debt (cost $7,427,195) | 6,672,288 | |||||||||||||||||
Total Long-Term Investments (cost $47,723,620) | 49,361,123 |
18 | Nuveen Investments |
Shares/ Principal Amount (000) | Description (1) | Coupon | Maturity | Ratings (4) | Value | |||||||||||||||
SHORT-TERM INVESTMENTS – 48.2% | ||||||||||||||||||||
Money Market Funds – 40.4% | ||||||||||||||||||||
39,207,689 | First American Treasury Obligations Fund, Class Z | 0.000% | (5) | N/A | N/A | $ | 39,207,689 | |||||||||||||
U.S. Government and Agency Obligations – 7.8% | ||||||||||||||||||||
$ | 7,600 | U.S. Treasury Bills, (6) | 0.000% | 1/15/15 | AAA | 7,599,605 | ||||||||||||||
Total Short-Term Investments (cost $46,806,682) | 46,807,294 | |||||||||||||||||||
Total Investments (cost $94,530,302) – 99.1% | 96,168,417 | |||||||||||||||||||
Other Assets Less Liabilities – 0.9% | 832,753 | |||||||||||||||||||
Net Assets – 100% | $ | 97,001,170 |
Investments in Derivatives as of September 30, 2014
Futures Contracts outstanding:
Description | Contract Position | Number of Contracts | Contract Expiration | Notional Amount at Value* | Unrealized Appreciation (Depreciation) | |||||||||||||||
Australian 3-Year Bond | 49 | Long | 12/14 | $ | 4,172,641 | $ | 12,760 | |||||||||||||
Australian 10-Year Bond | 148 | Long | 12/14 | 12,502,653 | 112,271 | |||||||||||||||
Australian Dollar | (9 | ) | Short | 12/14 | (782,730 | ) | 39,067 | |||||||||||||
CAC 40 Index | (17 | ) | Short | 12/14 | (944,874 | ) | 381 | |||||||||||||
DAX Index | 3 | Long | 12/14 | 899,028 | (14,834 | ) | ||||||||||||||
Euro STOXX 50 | 33 | Long | 12/14 | 1,343,375 | 1,158 | |||||||||||||||
Euro-Bund | (88 | ) | Short | 12/14 | (16,639,006 | ) | (121,771 | ) | ||||||||||||
Japanese Yen | 16 | Long | 12/14 | 1,824,000 | (58,767 | ) | ||||||||||||||
Long Gilt | (11 | ) | Short | 12/14 | (2,017,573 | ) | (18,927 | ) | ||||||||||||
Mexican Peso | (90 | ) | Short | 12/14 | (3,335,850 | ) | 45,525 | |||||||||||||
MSCI Singapore Index | 18 | Long | 10/14 | 1,042,157 | (3,203 | ) | ||||||||||||||
MSCI Taiwan Index | (32 | ) | Short | 10/14 | (1,036,480 | ) | 21,263 | |||||||||||||
NASDAQ 100 E-Mini | (34 | ) | Short | 12/14 | (2,750,430 | ) | 9,291 | |||||||||||||
Russell 2000 Mini Index | (19 | ) | Short | 12/14 | (2,083,540 | ) | 134,453 | |||||||||||||
S&P 500 E-Mini | (244 | ) | Short | 12/14 | (23,979,100 | ) | 282,745 | |||||||||||||
S&P MidCap 400 E-Mini | 20 | Long | 12/15 | 2,730,800 | (105,443 | ) | ||||||||||||||
U.S. 2-Year Treasury Note | (43 | ) | Short | 12/14 | (9,410,281 | ) | 2,581 | |||||||||||||
U.S. 5-Year Treasury Note | (92 | ) | Short | 12/14 | (10,879,719 | ) | 36,874 | |||||||||||||
U.S. 10-Year Treasury Note | 53 | Long | 12/14 | 6,605,953 | (40,921 | ) | ||||||||||||||
U.S. Dollar Index | 97 | Long | 12/14 | 8,346,559 | 156,605 | |||||||||||||||
$ | (34,392,417 | ) | $ | 491,108 |
* | The aggregate Notional Amount at Value of long and short positions is $39,467,166 and $(73,859,583), respectively. |
Nuveen Investments | 19 |
Nuveen Tactical Market Opportunities Fund (continued)
Portfolio of Investments | September 30, 2014 |
For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report which may combine industry sub-classifications into sectors for reporting ease.
(1) | All percentages shown in the Portfolio of Investments are based on net assets. |
(2) | A copy of the most recent financial statements for the exchange-traded funds in which the Fund invests can be obtained directly from the Securities and Exchange Commission on its website at http://www.sec.gov. |
(3) | Principal Amount (000) denominated in U.S. Dollars, unless otherwise noted. |
(4) | 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. |
(5) | The rate shown is the annualized seven-day effective yield as of the end of the reporting period. |
(6) | Investment, or portion of investment, segregated as collateral for investments in derivatives. |
N/A | Not Applicable. |
ACWI | All Country World Index |
CAC | Cotation Assistée en Continu |
CEF | Closed-End Fund |
DAX | Deutscher Aktien |
ETF | Exchange-Traded Fund |
MSCI | Morgan Stanley Capital International Inc. |
MXN | Mexican Peso |
NASDAQ | National Association of Securities Dealers Automated Quotations |
S&P | Standard & Poor’s |
SPDR | Standard & Poor’s Depositary Receipts |
See accompanying notes to financial statements.
20 | Nuveen Investments |
Assets and Liabilities | September 30, 2014 |
Assets | ||||
Long-term investments, at value (cost $47,723,620) | $ | 49,361,123 | ||
Short-term investments, at value (cost $46,806,682) | 46,807,294 | |||
Cash | 8,752 | |||
Receivable for: | ||||
Cash collateral at brokers (1) | 95,000 | |||
Interest | 127,124 | |||
Investments sold | 737,854 | |||
Shares sold | 69,613 | |||
Variation margin on futures contracts | 168,644 | |||
Other assets | 13,128 | |||
Total assets | 97,388,532 | |||
Liabilities | ||||
Payable for: | ||||
Investments purchased | 94,467 | |||
Shares redeemed | 58,318 | |||
Variation margin on futures contracts | 100,178 | |||
Accrued expenses: | ||||
Directors fees | 3,225 | |||
Management fees | 62,300 | |||
12b-1 distribution and service fees | 6,340 | |||
Shareholder reporting expenses | 24,801 | |||
Other | 37,733 | |||
Total liabilities | 387,362 | |||
Net assets | $ | 97,001,170 | ||
Class A Shares | ||||
Net assets | $ | 7,241,015 | ||
Shares outstanding | 660,892 | |||
Net asset value (“NAV”) per share | $ | 10.96 | ||
Offering price per share (NAV per share plus maximum sales charge of 5.75% of offering price) | $ | 11.63 | ||
Class C Shares | ||||
Net assets | $ | 5,743,738 | ||
Shares outstanding | 534,005 | |||
NAV and offering price per share | $ | 10.76 | ||
Class I Shares | ||||
Net assets | $ | 84,016,417 | ||
Shares outstanding | 7,628,501 | |||
NAV and offering price per share | $ | 11.01 | ||
Net assets consist of: | ||||
Capital paid-in | $ | 101,854,124 | ||
Undistributed (Over-distribution of) net investment income | 2,422,205 | |||
Accumulated net realized gain (loss) | (9,401,249 | ) | ||
Net unrealized appreciation (depreciation) | 2,126,090 | |||
Net assets | $ | 97,001,170 | ||
Authorized shares – per class | 2 Billion | |||
Par value per share | $ | 0.0001 |
(1) | Cash pledged to collateralize the net payment obligations for investments in derivatives as noted in the Fund’s Portfolio of Investments. |
See accompanying notes to financial statements.
Nuveen Investments | 21 |
Operations | Eleven Months Ended September 30, 2014 |
Eleven Months Ended 9/30/14 | Year Ended 10/31/13 | |||||||
Dividend and Interest Income | $ | 2,619,574 | $ | 3,313,503 | ||||
Expenses | ||||||||
Management fees | 776,483 | 1,744,100 | ||||||
12b-1 service fees – Class A Shares | 30,184 | 117,477 | ||||||
12b-1 distribution and service fees – Class C Shares | 68,089 | 139,746 | ||||||
Shareholder servicing agent fees and expenses | 47,233 | 171,839 | ||||||
Custodian fees and expenses | 37,050 | 54,540 | ||||||
Directors fees and expenses | 2,973 | 5,794 | ||||||
Professional fees | 25,487 | 32,690 | ||||||
Shareholder reporting expenses | 8,782 | 121,610 | ||||||
Federal and state registration fees | 39,911 | 54,942 | ||||||
Other expenses | 6,063 | 2,565 | ||||||
Total expenses before fee waiver/expense reimbursement | 1,042,255 | 2,445,303 | ||||||
Fee waiver/expense reimbursement | (27,929 | ) | (87,355 | ) | ||||
Net expenses | 1,014,326 | 2,357,948 | ||||||
Net investment income (loss) | 1,605,248 | 955,555 | ||||||
Realized and Unrealized Gain (Loss) | ||||||||
Net realized gain (loss) from: | ||||||||
Investments and foreign currency | 512,936 | (3,600,646 | ) | |||||
Futures contracts | (3,940,521 | ) | (1,903,274 | ) | ||||
Options purchased | (26,600 | ) | (231,600 | ) | ||||
Options written | — | (71,872 | ) | |||||
Change in net unrealized appreciation (depreciation) of: | ||||||||
Investments and foreign currency | 3,084,329 | (3,692,925 | ) | |||||
Futures contracts | 1,343,980 | (1,601,833 | ) | |||||
Net realized and unrealized gain (loss) | 974,124 | (11,102,150 | ) | |||||
Net increase (decrease) in net assets from operations | $ | 2,579,372 | $ | (10,146,595 | ) |
See accompanying notes to financial statements.
22 | Nuveen Investments |
Changes in Net Assets |
Eleven Months Ended 9/30/14 | Year Ended 10/31/13 | Year Ended 10/31/12 | ||||||||||
Operations | ||||||||||||
Net investment income (loss) | $ | 1,605,248 | $ | 955,555 | $ | 561,603 | ||||||
Net realized gain (loss) from: | ||||||||||||
Investments and foreign currency | 512,936 | (3,600,646 | ) | 1,911,060 | ||||||||
Futures contracts | (3,940,521 | ) | (1,903,274 | ) | (557,828 | ) | ||||||
Options purchased | (26,600 | ) | (231,600 | ) | — | |||||||
Options written | — | (71,872 | ) | 60 | ||||||||
Change in net unrealized appreciation (depreciation) of: | ||||||||||||
Investments and foreign currency | 3,084,329 | (3,692,925 | ) | 1,372,961 | ||||||||
Futures contracts | 1,343,980 | (1,601,833 | ) | 984,869 | ||||||||
Net increase (decrease) in net assets from operations | 2,579,372 | (10,146,595 | ) | 4,272,725 | ||||||||
Distributions to Shareholders | ||||||||||||
From net investment income: | ||||||||||||
Class A | — | (275,374 | ) | (47,114 | ) | |||||||
Class C | — | — | — | |||||||||
Class I | — | (1,210,420 | ) | (353,238 | ) | |||||||
From accumulated net realized gains: | ||||||||||||
Class A | — | (154,299 | ) | (209,804 | ) | |||||||
Class C | — | (42,778 | ) | (23,497 | ) | |||||||
Class I | — | (512,252 | ) | (815,282 | ) | |||||||
Return of capital: | ||||||||||||
Class A | — | (122,590 | ) | — | ||||||||
Class C | — | — | — | |||||||||
Class I | — | (538,850 | ) | — | ||||||||
Decrease in net assets from distributions to shareholders | — | (2,856,563 | ) | (1,448,935 | ) | |||||||
Fund Share Transactions | ||||||||||||
Proceeds from sale of shares | 7,878,210 | 74,222,385 | 254,776,661 | |||||||||
Proceeds from shares issued to shareholders due to reinvestment of distributions | — | 2,771,372 | 1,316,662 | |||||||||
7,878,210 | 76,993,757 | 256,093,323 | ||||||||||
Cost of shares redeemed | (55,577,770 | ) | (192,374,424 | ) | (41,304,739 | ) | ||||||
Net increase (decrease) in net assets from Fund share transactions | (47,699,560 | ) | (115,380,667 | ) | 214,788,584 | |||||||
Net increase (decrease) in net assets | (45,120,188 | ) | (128,383,825 | ) | 217,612,374 | |||||||
Net assets at the beginning of period | 142,121,358 | 270,505,183 | 52,892,809 | |||||||||
Net assets at the end of period | $ | 97,001,170 | $ | 142,121,358 | $ | 270,505,183 | ||||||
Undistributed (Over-distribution of) net investment income at the end of period | $ | 2,422,205 | $ | (3,473 | ) | $ | 1,440,593 |
See accompanying notes to financial statements.
Nuveen Investments | 23 |
Highlights
Selected data for a share outstanding throughout each period:
Investment Operations | Less Distributions | |||||||||||||||||||||||||||||||||||||
Class (Commencement Date)
| Beginning NAV | Net Investment Income (Loss)(a) | Net Realized/ Unrealized Gain (Loss) | Total | From Net Investment Income | From Accumulated Net Realized Gains | Return of Capital | Total | Ending NAV | |||||||||||||||||||||||||||||
Class A (2/11) |
| |||||||||||||||||||||||||||||||||||||
Year Ended 9/30: | ||||||||||||||||||||||||||||||||||||||
2014(h) | $ | 10.69 | $ | 0.15 | $ | 0.12 | $ | 0.27 | $ | — | $ | — | $ | — | $ | — | $ | 10.96 | ||||||||||||||||||||
Year Ended 10/31: | ||||||||||||||||||||||||||||||||||||||
2013 | 11.29 | 0.03 | (0.53 | ) | (0.50 | ) | (0.04 | ) | (0.03 | ) | (0.03 | ) | (0.10 | ) | 10.69 | |||||||||||||||||||||||
2012 | 11.22 | 0.02 | 0.25 | 0.27 | (0.03 | ) | (0.17 | ) | — | (0.20 | ) | 11.29 | ||||||||||||||||||||||||||
2011(d) | 10.59 | 0.04 | 0.59 | 0.63 | — | — | — | — | 11.22 | |||||||||||||||||||||||||||||
Class C (2/11): |
| |||||||||||||||||||||||||||||||||||||
Year Ended 9/30: | ||||||||||||||||||||||||||||||||||||||
2014(h) | 10.57 | 0.07 | 0.12 | 0.19 | — | — | — | — | 10.76 | |||||||||||||||||||||||||||||
Year Ended 10/31: | ||||||||||||||||||||||||||||||||||||||
2013 | 11.17 | (0.05 | ) | (0.52 | ) | (0.57 | ) | — | (0.03 | ) | — | (0.03 | ) | 10.57 | ||||||||||||||||||||||||
2012 | 11.17 | (0.07 | ) | 0.24 | 0.17 | — | (0.17 | ) | — | (0.17 | ) | 11.17 | ||||||||||||||||||||||||||
2011(d) | 10.59 | — | * | 0.58 | 0.58 | — | — | — | — | 11.17 | ||||||||||||||||||||||||||||
Class I (12/09) |
| |||||||||||||||||||||||||||||||||||||
Year Ended 9/30: | ||||||||||||||||||||||||||||||||||||||
2014(h) | 10.72 | 0.17 | 0.12 | 0.29 | — | — | — | — | 11.01 | |||||||||||||||||||||||||||||
Year Ended 10/31: | ||||||||||||||||||||||||||||||||||||||
2013 | 11.32 | 0.06 | (0.53 | ) | (0.47 | ) | (0.06 | ) | (0.03 | ) | (0.04 | ) | (0.13 | ) | 10.72 | |||||||||||||||||||||||
2012 | 11.25 | 0.05 | 0.25 | 0.30 | (0.06 | ) | (0.17 | ) | — | (0.23 | ) | 11.32 | ||||||||||||||||||||||||||
2011 | 10.62 | 0.14 | 0.59 | 0.73 | (0.08 | ) | (0.02 | ) | — | (0.10 | ) | 11.25 | ||||||||||||||||||||||||||
2010(e) | 10.00 | 0.02 | 0.60 | 0.62 | — | — | — | — | 10.62 |
24 | Nuveen Investments |
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 | Expenses(f) | Net Investment Income (Loss) | Expenses(f) | Net Investment Income (Loss) | Portfolio Turnover Rate(g) | ||||||||||||||||||||||||
2.53 | % | $ | 7,241 | 1.19 | %** | 1.46 | %** | 1.16 | %** | 1.50 | %** | 36 | % | |||||||||||||||||
(4.44 | ) | 24,710 | 1.21 | 0.23 | 1.17 | 0.26 | 220 | |||||||||||||||||||||||
2.45 | 59,751 | 1.19 | 0.13 | 1.18 | 0.14 | 189 | ||||||||||||||||||||||||
5.95 | 3,558 | 1.67 | ** | 0.06 | ** | 1.19 | ** | 0.54 | ** | 177 | ||||||||||||||||||||
1.80 | 5,744 | 1.94 | ** | 0.67 | ** | 1.91 | ** | 0.70 | ** | 36 | ||||||||||||||||||||
(5.12 | ) | 10,131 | 1.96 | (0.47 | ) | 1.92 | (0.43 | ) | 220 | |||||||||||||||||||||
1.55 | 15,045 | 1.93 | (0.65 | ) | 1.93 | (0.65 | ) | 189 | ||||||||||||||||||||||
5.48 | 475 | 2.31 | ** | (0.37 | )** | 1.94 | ** | — | *** | 177 | ||||||||||||||||||||
2.71 | 84,016 | 0.94 | ** | 1.66 | ** | 0.91 | ** | 1.68 | ** | 36 | ||||||||||||||||||||
(4.18 | ) | 107,280 | 0.96 | 0.49 | 0.92 | 0.53 | 220 | |||||||||||||||||||||||
2.69 | 195,709 | 0.94 | 0.41 | 0.93 | 0.43 | 189 | ||||||||||||||||||||||||
6.95 | 48,860 | 1.18 | 1.01 | 0.94 | 1.25 | 177 | ||||||||||||||||||||||||
6.20 | 27,300 | 4.14 | ** | (1.83 | )** | 0.92 | ** | 1.39 | ** | 156 |
(a) | Per share Net Investment Income (Loss) is calculated using the average daily shares method. |
(b) | Total return is the combination of changes in NAV without any sales charge, reinvested dividend income at NAV and reinvested capital gains distributions at NAV, if any. Total returns are not annualized. |
(c) | After fee waiver and/or expense reimbursement from the Adviser, where applicable. |
(d) | For the period February 24, 2011 (commencement of operations) through October 31, 2011. |
(e) | For the period December 30, 2009 (commencement of operations) through October 31, 2010. |
(f) | In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the exchange-traded funds in which the Fund invests. These exchange-traded fund fees and expenses are not reflected in the expense ratios. Because the exchange-traded funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. |
(g) | 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. |
(h) | For the eleven months ended September 30, 2014. |
* | Rounds to less than $0.01 per share. |
** | Annualized. |
*** | Annualized ratio rounds to less than 0.01%. |
See accompanying notes to financial statements.
Nuveen Investments | 25 |
Financial Statements
1. General Information and Significant Accounting Policies
General Information
Trust Information
Nuveen Investment Funds, Inc. (the “Trust” or “NIF”), is an open-end investment company registered under the Investment Company Act of 1940, as amended. The Trust is comprised of Nuveen Tactical Market Opportunities Fund (“Tactical Market Opportunities”), a diversified fund, among others. The Trust was incorporated in the state of Maryland on August 20, 1987.
Investment Adviser
The Fund’s investment adviser is Nuveen Fund Advisors, LLC (the “Adviser”), a wholly-owned subsidiary of Nuveen Investments, Inc. (“Nuveen”). The Adviser is responsible for the Fund’s overall investment strategy and asset allocation decisions. The Adviser has entered into a sub-advisory agreement with Nuveen Asset Management, LLC (the “Sub-Adviser”), a subsidiary of the Adviser, under which the Sub-Adviser manages the investment portfolio of the Fund.
Purchase and Sale Agreement
On October 1, 2014, TIAA-CREF, a national financial services organization, completed its previously announced acquisition of Nuveen, the parent company of the Adviser. The transaction has not resulted in any change in the portfolio management of the Fund or in the Fund’s investment objectives or policies.
Because the consummation of the acquisition resulted in the “assignment” (as defined in the Investment Company Act of 1940) and automatic
termination of the Fund’s investment management agreements and investment sub-advisory agreements, Fund shareholders were asked to approve new investment management agreements with the Adviser and new investment sub-advisory agreements with the Fund’s Sub-adviser. These new agreements were approved by shareholders of the Fund and went into effect on October 1, 2014. The terms of the new agreements, including the fees payable to the Fund’s Adviser and Sub-Adviser, are substantially identical to those of the investment management agreements and investment sub-advisory agreements in place immediately prior to the closing.
Investment Objective and Principal Investment Strategies
The Fund seeks to earn a positive total return over a reasonable period of time, regardless of market conditions. Under normal market conditions, the Fund will seek to outperform the Merrill Lynch 3 Month Treasury Bill Index (the “Treasury Bill Index”) by 400 basis points, or 4%, on an annualized basis. The Fund seeks to outperform the Treasury Bill Index over a reasonable period of time, although there is no guarantee that it will be able to do so. The Fund seeks to achieve its objective by investing across the following asset classes: U.S., international and emerging market equity and debt securities (including high yield debt securities), commodities, currencies, high quality, short-term debt securities and money market funds.
The Fund gains exposure to the aformentioned asset classes (i) by investing in derivative instruments and exchange-traded funds (“ETFs”), (ii) by creating custom baskets of equity and debt securities, where each basket is designed to track the performance of a particular securities index (such as an industry, sector, country or region index) within certain parameters, and (iii) by investing directly in U.S. Treasury obligations, non-U.S. government obligations that have an investment grade rating from at least one rating agency and money market funds.
The Fund will use derivative instruments such as options; futures contracts, including futures on equity and commodities indices, interest rate futures and currency futures; options on futures contracts; interest rate caps and floors; foreign currency contracts; options on foreign currencies; interest rate, total return, currency and credit default swaps; and options on the foregoing types of swap agreements. Derivatives may be entered into on established exchanges, either in the U.S. or in non-U.S. countries, or through privately negotiated transactions referred to as over-the-counter derivatives. In using derivatives, the Fund may take both long positions (the values of which move in the same direction as the prices of the underlying investment, pool of investments, index or currency) and short positions (the values of which move in the opposite direction from the price of the underlying investment, pool of investments, index or currency).
The Fund’s most recent prospectus provides further descriptions of the Fund’s investment objective, principal investment strategies and principal risks.
Fiscal Year End Change
During the current fiscal period, the Fund’s fiscal year end changed from October 31st to September 30th as previously approved by the Fund’s Board of Directors.
26 | Nuveen Investments |
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 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 September 30, 2014, the Fund’s outstanding when-issued/delayed delivery purchase commitments were as follows:
Outstanding when-issued/delayed delivery purchase commitments | $ | — |
Investment Income
Dividend income is recorded on the ex-dividend date or, for foreign securities, when information is available. Interest income, which reflects the amortization of premiums and includes accretion of discounts for financial reporting purposes, is recorded on an accrual basis.
Professional Fees
Professional fees presented on the Statement of Operations consist of legal fees incurred in the normal course of operations, audit fees, tax consulting fees and, in some cases, workout expenditures. Workout expenditures are incurred in an attempt to protect or enhance an investment or to pursue other claims or legal actions on behalf of Fund shareholders. If a refund is received for workout expenditures paid in a prior reporting period, such amounts will be recognized as “Legal fee refund” on the Statement of Operations.
Dividends and Distributions to Shareholders
Dividends from net investment income and 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.
Share Classes and Sales Charges
Class A Shares are generally sold with an up-front sales charge and incur a 0.25% annual 12b-1 service fee. Class A Share purchases of $1 million or more are sold at net asset value (“NAV”) without an up-front sales charge but may be subject to a contingent deferred sales charge (“CDSC”) if redeemed within twelve months of purchase. Class C Shares are sold without an up-front sales charge but incur a 0.75% annual 12b-1 distribution fee and a 0.25% annual 12b-1 service fee. Class C Shares are subject to a CDSC of 1% if redeemed within twelve months of purchase. Class I Shares are not subject to any sales charge or 12b-1 distribution or service fees.
Multiclass Operations and Allocations
Income and expenses of the Fund that are not directly attributable to a specific class of shares are prorated among the classes based on the relative net assets of each class. Expenses directly attributable to a class of shares are recorded to the specific class. Currently, the only expenses that are allocated on a class-specific basis are 12b-1 distribution and shareholder service fees.
Realized and unrealized capital gains and losses of the Fund are prorated among the classes based on the relative net assets of each class.
Indemnifications
Under the Trust’s organizational documents, its officers and directors 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.
Netting Agreements
In the ordinary course of business, the Fund may enter into transactions subject to International Swaps and Derivative Association, Inc. (“ISDA”) master agreements or other similar arrangements (“netting agreements”). Generally, the right to offset in netting agreements allows the Fund to offset any exposure to a specific counterparty with any collateral received or delivered to that counterparty based on the terms of the agreements. Generally, the Fund manages its cash collateral and securities collateral on a counterparty basis.
Nuveen Investments | 27 |
Notes to Financial Statements (continued)
The Fund’s investments subject to netting agreements as of the end of the reporting period, if any, are further described in Note 3 – Portfolio Securities and Investments in Derivatives.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results may differ from those estimates.
2. Investment Valuation and Fair Value Measurements
The fair valuation input levels as described below are for fair value measurement purposes.
Investment Valuation
The ETFs in which the Fund invests are valued at the last sales price on the securities exchange on which such securities are primarily traded and are generally classified as Level 1.
Prices of fixed-income securities are provided by a pricing service approved by the Fund’s Board of Directors (the “Board”). The pricing service establishes a security’s fair value using methods that may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. These securities are generally classified as Level 2. In pricing certain securities, particularly less liquid and lower quality securities, the pricing service may consider information about a security, its issuer or market activity provided by the Adviser. These securities are generally classified as Level 2 or Level 3 depending on the priority of the significant inputs.
Investments in investment companies are valued at their respective NAVs on valuation date and are generally classified as Level 1.
The value of exchange-traded options are based on the mean of the closing bid and ask prices and are generally classified as Level 1. Options traded in the over-the counter market are valued using an evaluated mean price and are generally classified as Level 2.
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.
Investments initially valued in currencies other than the U.S. dollar are converted to the U.S. dollar using exchange rates obtained from pricing services. As a result, the NAV of the Fund’s shares may be affected by changes in the value of currencies in relation to the U.S. dollar. The value of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the 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 Board. These securities are generally classified as Level 2 or Level 3 depending on the priority of the significant inputs.
Certain securities may not be able to be priced by the pre-established pricing methods as described above. Such securities may be valued by the Board or its appointee at fair value. These securities generally include, but are not limited to, restricted securities (securities which may not be publicly sold without registration under the Securities Act of 1933, as amended) for which a pricing service is unable to provide a market price; securities whose trading has been formally suspended; debt securities that have gone into default and for which there is no current market quotation; a security whose market price is not available from a pre-established pricing source; a security with respect to which an event has occurred that is likely to materially affect the value of the security after the market has closed but before the calculation of the Fund’s NAV (as may be the case in non-U.S. markets on which the security is primarily traded) or make it difficult or impossible to obtain a reliable market quotation; and a security whose price, as provided by the pricing service, is not deemed to reflect the security’s fair value. As a general principle, the fair value of a security would appear to be the amount that the owner might reasonably expect to receive for it in a current sale. A variety of factors may be considered in determining the fair value of such securities, which may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. These securities are generally classified as Level 2 or Level 3 depending on the priority of the significant inputs. Regardless of the method employed to value a particular security, all valuations are subject to review by the Board or its appointee.
Fair Value Measurements
Fair value is defined as the price that would be received upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment. A three-tier hierarchy is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from
28 | Nuveen Investments |
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: | ||||||||||||||||
Exchange-Traded Funds* | $ | 42,688,835 | $ | — | $ | — | $ | 42,688,835 | ||||||||
Sovereign Debt** | — | 6,672,288 | — | 6,672,288 | ||||||||||||
Short-Term Investments: | ||||||||||||||||
Money Market Funds | 39,207,689 | — | — | 39,207,689 | ||||||||||||
U.S. Government and Agency Obligations | — | 7,599,605 | — | 7,599,605 | ||||||||||||
Investments in Derivatives: | ||||||||||||||||
Futures Contracts*** | 491,108 | — | — | 491,108 | ||||||||||||
Total | $ | 82,387,632 | $ | 14,271,893 | $ | — | $ | 96,659,525 |
* | Refer to the Fund’s Portfolio of Investments for further information on the exchange-traded funds in which the Fund invests. |
** | Refer to the Fund’s Portfolio of Investments for country classifications. |
*** | Represents net unrealized appreciation (depreciation) as reported in the Fund’s Portfolio of Investments. |
The Board is responsible for the valuation process and has appointed the oversight of the daily valuation process to the Adviser’s Valuation Committee. The Valuation Committee, pursuant to the valuation policies and procedures adopted by the Board is responsible for making fair value determinations, evaluating the effectiveness of the Fund’s pricing policies and reporting to the Board. The Valuation Committee is aided in its efforts by the Adviser’s dedicated Securities Valuation Team, which is responsible for administering the daily valuation process and applying fair value methodologies as approved by the Valuation Committee. When determining the reliability of independent pricing services for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of the pricing services and monitors the quality of security prices received through various testing reports conducted by the Securities Valuation Team.
The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making a fair value determination, based on the facts and circumstances specific to the portfolio instrument. Fair value determinations generally will be derived as follows, using public or private market information:
(i) | If available, fair value determinations shall be derived by extrapolating from recent transactions or quoted prices for identical or comparable securities. |
(ii) | If such information is not available, an analytical valuation methodology may be used based on other available information including, but not limited to: analyst appraisals, research reports, corporate action information, issuer financial statements and shelf registration statements. Such analytical valuation methodologies may include, but are not limited to: multiple of earnings, discount from market value of a similar freely-traded security, discounted cash flow analysis, book value or a multiple thereof, risk premium/yield analysis, yield to maturity and/or fundamental investment analysis. |
The purchase price of a portfolio instrument will be used to fair value the instrument only if no other valuation methodology is available or deemed appropriate, and it is determined that the purchase price fairly reflects the instrument’s current value.
For each portfolio security that has been fair valued pursuant to the policies adopted by the Board, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such testing and fair valuation occurrences are reported to the Board.
3. Portfolio Securities and Investments in Derivatives
Portfolio Securities
Foreign Currency Transactions
To the extent that the Fund invests in securities and/or contracts that are denominated in a currency other than U.S. dollars, the Fund will be subject to currency risk, which is the risk that an increase in the U.S. dollar relative to the foreign currency will reduce returns or portfolio value. Generally, when
Nuveen Investments | 29 |
Notes to Financial Statements (continued)
the U.S. dollar rises in value against a foreign currency, the Fund’s investments denominated in that currency will lose value because their 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 purchased and options 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, option purchased and options written are recognized as component of “Change in net unrealized appreciation (depreciation) of forward foreign currency exchange contracts, futures contracts, options purchased and options written,” respectively, on the Statement of Operations, when applicable.
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. 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.
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 “Cash collateral at brokers” 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 Fund’s 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 current reporting period, the Fund continued to invest in equity, interest rate and currency futures contracts, which were used to implement various absolute return, tactical market and hedging strategies.
The average notional amount of futures contracts outstanding during the eleven months ended September 30, 2014, was as follows:
Average notional amount of futures contracts outstanding* | $ | 110,318,412 |
* | 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. |
30 | Nuveen Investments |
The following table presents the fair value of all futures contracts held by the Fund as of September 30, 2014, 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 | ||||||||||||||
Asset Derivatives | (Liability) Derivatives | |||||||||||||
Underlying Risk Exposure | Derivative Instrument | Location | Value | Location | Value | |||||||||
Equity | Futures contracts | Cash collateral at brokers receivable for variation margin on futures contracts* | $ | 439,619 | Payable for variation margin on futures contracts* | $ | 9,672 | |||||||
Receivable for variation margin on futures contracts* | (14,834 | ) | Payable for variation margin on futures contracts* | (108,646 | ) | |||||||||
Foreign Currency Exchange Rate | Futures contracts | Cash collateral at brokers receivable for variation margin on futures contracts* | 156,605 | Payable for variation margin on futures contracts* | 84,592 | |||||||||
— | — | Payable for variation margin on futures contracts* | (58,767 | ) | ||||||||||
Interest rate | Futures contracts | Cash collateral at brokers receivable for variation margin on futures contracts* | 164,486 | — | — | |||||||||
— | — | Payable for variation margin on futures contracts* | (181,619 | ) | ||||||||||
Total | $ | 745,876 | $ | (254,768 | ) |
* | Value represents unrealized appreciation (depreciation) of futures contracts as reported in the Fund’s Portfolio of Investments, and not the asset and liability derivative location as described in the table above. |
The following table presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) recognized on futures contracts on the Statement of Operations during the eleven months ended September 30, 2014, and the primary underlying risk exposure.
Underlying | Derivative Instrument | Net Realized Gain (Loss) from Futures Contracts | Change in Net Unrealized Appreciation (Depreciation) of Futures Contracts | |||||||
Equity | Futures contracts | $ | (3,692,459 | ) | $ | 935,971 | ||||
Foreign currency exchange rate | Futures contracts | 204,941 | 202,354 | |||||||
Interest rate | Futures contracts | (453,003 | ) | 205,655 | ||||||
Total | $ | (3,940,521 | ) | $ | 1,343,980 |
Options Transactions
The purchase of options and/or swaptions involves the risk of loss of all or a part of the cash paid for the options (the premium). The market risk associated with purchasing options and/or swaptions is limited to the premium paid. The counterparty credit risk of purchasing options, however, needs also to take into account the current value of the option, as this is the performance expected from the counterparty. When the Fund purchases an option and/or swaption, an amount equal to the premium paid (the premium plus commission) is recognized as a component of “Options and/or Swaptions purchased, at value” on the Statement of Assets and Liabilities. When the Fund writes an option and/or swaption, an amount equal to the net premium received (the premium less commission) is recognized as a component of “Options and/or Swaptions written, at value” on the Statement of Assets and Liabilities and is subsequently adjusted to reflect the current value of the written option and/or swaption until the option and/or swaption is exercised or expires or the Fund enters into a closing purchase transaction. The changes in the value of options and/or swaptions purchased during the fiscal period are recognized as a component of “Change in net unrealized appreciation (depreciation) of options and/or swaptions purchased” on the Statement of Operations. The changes in the value of options and/or swaptions written during the fiscal period are recognized as a component of “Change in net unrealized appreciation (depreciation) of options and/or swaptions written” on the Statement of Operations. When an option and/or swaption is exercised or expires or the Fund enters into a closing purchase transaction, the difference between the net premium received and any amount paid at expiration or on executing a closing purchase transaction, including commission, is recognized as a component of “Net realized gain (loss) from options and/or swaptions purchased and/or written” on the Statement of Operations. The Fund, as a writer of an option and/or swaption has no control over whether the underlying instrument may be sold (called) or purchased (put) and as a result bears the risk of an unfavorable change in the market value of the instrument underlying the written option and/or swaption. There is also the risk the Fund may not be able to enter into a closing transaction because of an illiquid market.
During the eleven months ended September 30, 2014, the Fund invested in equity put options to generate return and manage the Fund. These put options were purchased as a way to implement views on the direction of implied market volatility as well as hedge against a decline in the market.
The average notional amount of outstanding options purchased during the eleven months ended September 30, 2014, was as follows:
Average notional amount of outstanding options purchased* | $ | 140,000 |
* | The average notional amount is calculated based on the outstanding notional at the beginning of the fiscal year and at the end of each fiscal quarter within the current fiscal year. |
Nuveen Investments | 31 |
Notes to Financial Statements (continued)
The following table presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) on options purchased on the Statement of Operations during the eleven months ended September 30, 2014, and the primary underlying risk exposure.
Underlying Risk Exposure | Derivative Instrument | Net Realized Gain (Loss) from Options Purchased | Change in Net Unrealized Appreciation (Depreciation) of Options Purchased | |||||||
Equity price | Options purchased | $ | (26,600 | ) | $ | — |
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:
Eleven Months Ended 9/30/14 | Year Ended 10/31/13 | Year Ended 10/31/12 | ||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||
Shares sold: | ||||||||||||||||||||||||
Class A | 80,152 | $ | 867,656 | 1,540,143 | $ | 17,207,933 | 6,181,689 | $ | 69,086,517 | |||||||||||||||
Class C | 49,935 | 526,640 | 476,113 | 5,242,160 | | 1,365,581 | | 15,153,881 | ||||||||||||||||
Class I | 599,354 | 6,483,914 | 4,629,081 | 51,772,292 | 15,233,105 | 170,536,263 | ||||||||||||||||||
Shares issued to shareholders due to reinvestment of distributions: | ||||||||||||||||||||||||
Class A | — | — | 48,593 | 542,276 | 20,431 | 225,355 | ||||||||||||||||||
Class C | — | — | 3,683 | 40,811 | | 1,961 | | 21,516 | ||||||||||||||||
Class I | — | — | 195,863 | 2,188,285 | 96,689 | 1,069,791 | ||||||||||||||||||
729,441 | 7,878,210 | 6,893,476 | 76,993,757 | 22,899,456 | 256,093,323 | |||||||||||||||||||
Shares redeemed: | ||||||||||||||||||||||||
Class A | (1,730,668 | ) | (18,591,441 | ) | (4,571,350 | ) | (50,299,290 | ) | (1,225,187 | ) | (13,763,850 | ) | ||||||||||||
Class C | (474,615 | ) | (5,035,840 | ) | (867,879 | ) | (9,446,801 | ) | (63,271 | ) | (694,273 | ) | ||||||||||||
Class I | (2,975,795 | ) | (31,950,489 | ) | (12,103,107 | ) | (132,628,333 | ) | (2,388,710 | ) | (26,846,616 | ) | ||||||||||||
(5,181,078 | ) | (55,577,770 | ) | (17,542,336 | ) | (192,374,424 | ) | (3,677,168 | ) | (41,304,739 | ) | |||||||||||||
Net increase (decrease) | (4,451,637 | ) | $ | (47,699,560 | ) | (10,648,860 | ) | $ | (115,380,667 | ) | 19,222,288 | $ | 214,788,584 |
5. Investment Transactions
Long-term purchases and sales (including maturities but excluding derivative transactions) during the eleven months ended September 30, 2014, were as follows:
Purchases | $ | 22,515,307 | ||
Sales and maturities | 45,429,558 |
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.
32 | Nuveen Investments |
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 timing differences in recognizing certain gains and losses on investment transactions. To the extent that differences arise that are permanent in nature, such amounts are reclassified within the capital accounts as detailed below. Temporary differences do not require reclassification. Temporary and permanent differences do not impact the NAVs of the Fund.
As of September 30, 2014, 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 | $ | 94,772,769 | ||
Gross unrealized: | ||||
Appreciation | $ | 2,857,648 | ||
Depreciation | (1,462,000 | ) | ||
Net unrealized appreciation (depreciation) of investments | $ | 1,395,648 |
Permanent differences, primarily due to federal taxes paid and foreign currency transactions, resulted in reclassifications among the Fund’s components of net assets as of September 30, 2014, the Fund’s tax year end, as follows:
Capital paid-in | $ | (45,840 | ) | |
Undistributed (Over-distribution of) net investment income | 820,430 | |||
Accumulated net realized gain (loss) | (774,590 | ) |
The tax components of undistributed net ordinary income and net long-term capital gains as of September 30, 2014, the Fund’s tax year end, were as follows:
Undistributed net ordinary income1 | $ | 2,426,465 | ||
Undistributed net long-term capital gains | — |
1 | 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 periods indicated below, was designated for purposes of the dividends paid deduction as follows:
Eleven months ended September 30, 2014 | ||||
Distributions from net ordinary income1 | $ | — | ||
Distributions from net long-term capital gains | — | |||
Return of capital | — | |||
Year ended October 31, 2013 | ||||
Distributions from net ordinary income1 | $ | 2,049,542 | ||
Distributions from net long-term capital gains | 145,581 | |||
Return of capital | 661,440 | |||
Year ended October 31, 2012 | ||||
Distributions from net ordinary income1 | $ | 1,164,302 | ||
Distributions from net long-term capital gains | 284,633 | |||
Return of capital | — |
1 | Net ordinary income consists of net taxable income derived from dividends, interest and net short-term capital gains, if any. |
As of September 30, 2014, the Fund’s tax year end, the Fund had unused capital loss carryforwards available for federal income tax purposes to be applied against future capital gains, if any. The capital losses are not subject to expiration.
Capital losses to be carried forward – not subject to expiration | $ | 8,810,155 |
7. Management Fees and Other Transactions with Affiliates
The Fund’s management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. The Sub-Adviser is compensated for its services to the Fund from the management fees paid to the Adviser.
Nuveen Investments | 33 |
Notes to Financial Statements (continued)
The Fund’s management fee consists of two components – a fund-level fee, based only on the amount of assets within the Fund, and a complex-level fee, based on the aggregate amount of all eligible fund assets managed by the Adviser. This pricing structure enables Fund shareholders to benefit from growth in the assets within the Fund as well as from growth in the amount of complex-wide assets managed by the Adviser.
The annual fund-level fee, payable monthly, is calculated according to the following schedule:
Average Daily Net Assets | Fund-Level Fee Rate | |||
For the first $125 million | 0.6000 | % | ||
For the next $125 million | 0.5875 | |||
For the next $250 million | 0.5750 | |||
For the next $500 million | 0.5625 | |||
For the next $1 billion | 0.5500 | |||
For net assets over $2 billion | 0.5250 |
The annual complex-level fee for the Fund, payable monthly, is determined by taking the complex-level fee rate, which is based on the aggregate amount of “eligible assets” of all Nuveen funds as set forth in the schedule below, and making, as appropriate, an upward adjustment to that rate based upon the percentage of the particular fund’s assets that are not “eligible assets.” The complex-level fee schedule for the Fund is as follows:
Complex-Level Asset Breakpoint Level* | Effective Rate at Breakpoint Level | |||
$55 billion | 0.2000 | % | ||
$56 billion | 0.1996 | |||
$57 billion | 0.1989 | |||
$60 billion | 0.1961 | |||
$63 billion | 0.1931 | |||
$66 billion | 0.1900 | |||
$71 billion | 0.1851 | |||
$76 billion | 0.1806 | |||
$80 billion | 0.1773 | |||
$91 billion | 0.1691 | |||
$125 billion | 0.1599 | |||
$200 billion | 0.1505 | |||
$250 billion | 0.1469 | |||
$300 billion | 0.1445 |
* | The complex-level fee is calculated based upon the aggregate daily “eligible assets” of all Nuveen funds. Eligible assets do not include assets attributable to investments in other Nuveen funds or assets in excess of $2 billion added to the Nuveen fund complex in connection with the Adviser’s assumption of the management of the former First American Funds effective January 1, 2011. Eligible assets include closed-end fund assets managed by the Adviser that are attributable to certain types of leverage. For these purposes, leverage includes the closed-end funds’ use of preferred stock and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion of assets held by the TOB trust that has been effectively financed by the trust’s issuance of floating rate securities, subject to an agreement by the Adviser as to certain funds to limit the amount of such assets for determining eligible assets in certain circumstances. As of September 30, 2014, the complex-level fee rate for the Fund was 0.1716%. |
During the current reporting period, the Adviser had contractually agreed to waive fees and/or reimburse expenses (“Expense Cap”) of the Fund so that total annual Fund operating expenses, after fee waivers and/or expense reimbursements and excluding acquired fund fees and expenses, do not exceed the percentage of the average daily net assets of any class of Fund shares in the amounts and for the time periods stated in the following table:
Temporary Expense Cap | Temporary Expense Cap Expiration Date | |||||||
Class A Shares | 1.20 | % | February 28, 2014 | |||||
Class C Shares | 1.95 | February 28, 2014 | ||||||
Class I Shares | 0.95 | February 28, 2014 |
The Trust pays no compensation directly to those of its directors who are affiliated with the Adviser or to its officers, all of whom receive remuneration for their services to the Trust from the Adviser or its affiliates. The Board has adopted a deferred compensation plan for independent directors that enable directors to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from certain Nuveen-advised funds. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of select Nuveen-advised funds.
During the eleven months ended September 30, 2014, Nuveen Securities, LLC (the “Distributor”), a wholly-owned subsidiary of Nuveen, collected sales charges on purchases of Class A Shares, the majority of which were paid out as concessions to financial intermediaries as follows:
Sales charges collected (Unaudited) | $ | 3,504 | ||
Paid to financial intermediaries (Unaudited) | 3,123 |
The Distributor also received 12b-1 service fees on Class A Shares, substantially all of which were paid to compensate financial intermediaries for providing services to shareholders relating to their investments.
34 | Nuveen Investments |
During the eleven months ended September 30, 2014, the Distributor compensated financial intermediaries directly with commission advances at the time of purchase as follows:
Commission advances (Unaudited) | $ | 5,002 |
To compensate for commissions advanced to financial intermediaries, all 12b-1 service and distribution fees collected on Class C Shares during the first year following a purchase are retained by the Distributor. During the eleven months ended September 30, 2014, the Distributor retained such 12b-1 fees as follows:
12b-1 fees retained (Unaudited) | $ | 16,568 |
The remaining 12b-1 fees charged to the Fund were paid to compensate financial intermediaries for providing services to shareholders relating to their investments.
The Distributor also collected and retained CDSC on share redemptions during the eleven months ended September 30, 2014, as follows:
CDSC retained (Unaudited) | $ | 19,267 |
8. New Accounting Pronouncement
Financial Accounting Standards Board (“FASB”) Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements
During 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-08, “Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements,” which amends the criteria that define an investment company and clarifies the measurement guidance and requires new disclosures for investment companies. ASU 2013-08 is effective for fiscal years beginning on or after December 15, 2013. Management has evaluated the implications of ASU 2013-08 and determined that the Fund’s current disclosures already followed this guidance and therefore it does not have an impact on the Fund’s financial statements or footnote disclosures.
9. Subsequent Event
Purchase and Sale Agreement
As previously described in Note 1 – General Information and Significant Accounting Policies, Purchase and Sale Agreement, on October 1, 2014, TIAA-CREF completed its previously announced acquisition of Nuveen and a new investment management agreement and a new sub-advisory agreement have been approved by shareholders of the Fund and went into effect on October 1, 2014.
Nuveen Investments | 35 |
Fund Information (Unaudited)
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 60603 | Independent Registered PricewaterhouseCoopers LLP Chicago, IL 60606
Custodian U.S. Bank National Association Milwaukee, WI 53202 | 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 Fund is required to file its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. You may obtain this information directly from the SEC. Visit the SEC on-line at http://www.sec.gov or in person at the SEC’s Public Reference Room in Washington, D.C. Call the SEC toll-free at (800) SEC-0330 for room hours and operation. | ||||||||||||||
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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. | ||||||||||||||
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FINRA BrokerCheck: The Financial Industry Regulatory Authority (FINRA) provides information regarding the disciplinary history of FINRA member firms and associated investment professionals. This information as well as an investor brochure describing FINRA BrokerCheck is available to the public by calling the FINRA BrokerCheck Hotline number at (800) 289-9999 or by visiting www.FINRA.org. |
36 | Nuveen Investments |
Used in this Report (Unaudited)
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 distributions and capital gains, if any) over the time period being considered.
BofA/Merrill Lynch 3-Month U.S. Treasury Bill Index: An unmanaged index that is comprised of a single U.S. Treasury issue with approximately three months to final maturity, purchased at the beginning of each month and held for one full month. The index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
Beta: A measure of the variability of the change in the share price for a fund in relation to a change in the value of the fund’s market benchmark. Securities with betas higher than 1.0 have been, and are expected to be, more volatile than the benchmark; securities with betas lower than 1.0 have been, and are expected to be, less volatile than the benchmark.
Chicago Board Options Exchange (CBOE) Volatility Index (the “VIX”): A measure of market expectations of 30-day volatility. It is constructed using the implied volatilities of a wide range of S&P 500 index options. The index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
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.
Lipper Flexible Portfolio Funds Classification Average: Represents the average annualized total return for all reporting funds in the Lipper Flexible Portfolio Funds Classification. Lipper returns account for the effects of management fees and assume reinvestment of distributions but do not reflect any applicable sales charges.
Net Asset Value (NAV) Per Share: A fund’s Net Assets is equal to its total assets (securities, cash and accrued earnings) less its total liabilities. For funds with multiple classes, Net Assets are determined separately for each share class. NAV per share is equal to the fund’s (or share class’) Net Assets divided by its number of shares outstanding.
Russell 2000® Index: An index that measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000® Index is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
S&P 500® Index: An unmanaged index generally considered representative of the U.S. stock market. Index returns assume reinvestment of distributions, but do not include the effects of any applicable sales charges or management fees.
Tax Equalization: The practice of treating a portion of the distribution made to a redeeming shareholder, which represents his proportionate part of undistributed net investment income and capital gain as a distribution for tax purposes. Such amounts are referred to as the equalization debits (or payments) and will be considered a distribution to the shareholder of net investment income and capital gain for calculation of the fund’s dividends paid deduction.
Nuveen Investments | 37 |
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 directors of the Funds is currently set at twelve. 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 Trustee: | ||||||||
William J. Schneider 1944 333 W. Wacker Drive Chicago, IL 60606 | Chairman of the Board and Trustee | 1996 | Chairman of Miller-Valentine Partners Med, 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 Med-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. | 199 | ||||
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. | 199 | ||||
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, 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. | 199 | ||||
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. | 199 |
38 | Nuveen Investments |
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 | ||||
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. | 199 | ||||
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; Director of The Curran Center for Catholic American Studies (since 2009) and The President’s Council, Fordham University (since 2010); formerly, Chairman of the Board of Trustees of Marian University (2010 as trustee, 2011-2014 as Chairman); formerly, Chief Executive Officer of ABN AMRO N.V. North America, and Global Head of its Financial Markets Division (2007-2008); prior senior positions held at ABN AMRO include Corporate Executive Vice President and Head of Global Markets—the Americas (2006-2007), CEO of Wholesale Banking—North America and Global Head of Foreign Exchange and Futures Markets (2001-2006), and Regional Commercial Treasurer and Senior Vice President Trading—North America (1996-2001); formerly, Trustee at St. Edmund Preparatory School in New York City. | 199 | ||||
Judith M. Stockdale 1947 333 W. Wacker Drive Chicago, IL 60606 | Trustee | 1997 | Board Member, Land Trust Alliance (since June 2013) and U.S. Endowment for Forestry and Communities (since November 2013); formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation; prior thereto, Executive Director, Great Lakes Protection Fund (1990-1994). | 199 | ||||
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) Director, CBOE Holdings, Inc. (since 2010); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010). | 199 | ||||
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). | 199 |
Nuveen Investments | 39 |
Trustees and Officers (Unaudited) (continued)
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 | ||||
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). | 199 | ||||
Interested Trustee: | ||||||||
William Adams IV(2) 1955 333 W. Wacker Drive Chicago, IL 60606 | Trustee | 2013 | Senior Executive Vice President, Global Structured Products (since 2010); Co-President of Nuveen Fund Advisors, LLC (since 2011); President (since 2011), formerly, Managing Director (2010-2011) of Nuveen Commodities Asset Management, LLC; Board Member of the Chicago Symphony Orchestra and of Gilda’s Club Chicago; formerly, Executive Vice President, U.S. Structured Products, of Nuveen Investments, Inc. (1999-2010). | 199 | ||||
Thomas S. Schreier, Jr.(2) 1962 333 W. Wacker Drive Chicago, IL 60606 | Trustee | 2013 | Vice Chairman, Wealth Management of Nuveen Investments, Inc. (since 2011); Co-President of Nuveen Fund Advisors, LLC; Chairman of Nuveen Asset Management, LLC (since 2011); Co-Chief Executive Officer of Nuveen Securities, LLC (since 2011); Member of Board of Governors and Chairman’s Council of the Investment Company Institute; formerly, Chief Executive Officer (2000-2010) and Chief Investment Officer (2007-2010) of FAF Advisors, Inc.; formerly, President of First American Funds (2001-2010). | 199 |
40 | Nuveen Investments |
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 | ||||
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. | 200 | ||||
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. | 200 | ||||
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). | 200 | ||||
Stephen D. Foy 1954 333 W. Wacker Drive Chicago, IL 60606 | Vice President and Controller | 1998 | Managing Director (since 2014), formerly, Senior Vice President (2013-2014), and Vice President of Nuveen Fund Advisors, LLC; Chief Financial Officer of Nuveen Commodities Asset Management, LLC (since 2010); Senior Vice President (2010-2011), Formerly Vice President (2005-2010) and Funds Controller of Nuveen Securities, LLC; Certified Public Accountant. | 200 | ||||
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. | 200 | ||||
Walter M. Kelly 1970 333 W. Wacker Drive Chicago, IL 60606 | Chief Compliance Officer and Vice President | 2003 | Senior Vice President (since 2008) of Nuveen Investments Holdings, Inc. | 200 |
Nuveen Investments | 41 |
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 | ||||
Tina M. Lazar 1961 333 W. Wacker Drive Chicago, IL 60606 | Vice President | 2002 | Senior Vice President of Nuveen Investment Holdings, Inc. | 200 | ||||
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. | 200 | ||||
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). | 200 | ||||
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). | 200 | ||||
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). | 106 |
(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. |
42 | Nuveen Investments |
Annual Investment Management Agreement
Approval Process (Unaudited)
I.
The Approval Process
The Board of Directors of the Fund (the “Board” and each Director, a “Board Member”), 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 overseeing the performance of the investment adviser and the sub-adviser to the Fund and determining whether to approve or continue the Fund’s advisory agreement (the “Original Investment Management Agreement”) between the Fund and Nuveen Fund Advisors, LLC (the “Adviser”) and sub-advisory agreement (the “Original Sub-Advisory Agreement” and, together with the Original Investment Management Agreement, the “Original Advisory Agreements”) between the Adviser and Nuveen Asset Management, LLC (the “Sub-Adviser”). Pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), the Board is required to consider the continuation of the respective Original Advisory Agreements on an annual basis. In addition, prior to its annual review, the Board Members were advised of the potential acquisition of Nuveen Investments, Inc. (“Nuveen”) by TIAA-CREF (the “Transaction”). For purposes of this section, references to “Nuveen” herein include all affiliates of Nuveen Investments, Inc. providing advisory, sub-advisory, distribution or other services to the Nuveen funds. In accordance with the 1940 Act and the terms of the Original Advisory Agreements, the completion of the Transaction would terminate the Original Investment Management Agreement and the Original Sub-Advisory Agreement. Accordingly, at an in-person meeting held on April 30, 2014 (the “April Meeting”), the Board, including all of the Independent Board Members, performed its annual review of the Original Advisory Agreements and approved the continuation of the Original Advisory Agreements for the Fund. Furthermore, in anticipation of the termination of the Original Advisory Agreements that would occur upon the consummation of the Transaction, the Board also approved a new advisory agreement (the “New Investment Management Agreement”) between the Fund and the Adviser and a new sub-advisory agreement (the “New Sub-Advisory Agreement” and, together with the New Investment Management Agreement, the “New Advisory Agreements”) between the Adviser and the Sub-Adviser, each on behalf of the Fund to be effective following the completion of the Transaction and the receipt of the requisite shareholder approval.
Leading up to the April Meeting, the Independent Board Members had several meetings and deliberations, with and without management from Nuveen present and with the advice of legal counsel, regarding the Original Advisory Agreements, the Transaction and its impact and the New Advisory Agreements. At its meeting held on February 25-27, 2014 (the “February Meeting”), the Board Members met with a senior executive representative of TIAA-CREF to discuss the proposed Transaction. At the February Meeting, the Independent Board Members also established an ad hoc committee comprised solely of the Independent Board Members to monitor and evaluate the Transaction and to keep the Independent Board Members updated with developments regarding the Transaction. On March 20, 2014, the ad hoc committee met telephonically to discuss with management of Nuveen, and separately with independent legal counsel, the terms of the proposed Transaction and its impact on, among other things: the governance structure of Nuveen; the strategic plans for Nuveen; the operations of the Nuveen funds (which include the Fund); the quality or level of services provided to the Nuveen funds; key personnel that service the Nuveen funds and/or the Board and the compensation or incentive arrangements to retain such personnel; Nuveen’s capital structure; the regulatory requirements applicable to Nuveen or fund operations; and the Nuveen funds’ fees and expenses, including the funds’ complex-wide fee arrangement. Following the meeting of the ad hoc committee, the Board met in person (two Independent Board Members participating telephonically) in an executive session on March 26, 2014 to further discuss the proposed Transaction. At the executive session, the Board met privately with independent legal counsel to review its duties with respect to reviewing advisory agreements, particularly in the context of a change of control, and to evaluate further the Transaction and its impact on the Nuveen funds, the Adviser and the Sub-Adviser (collectively, the “Fund Advisers” and each, a “Fund Adviser”) and the services provided. Representatives of Nuveen also met with the Board to update the Board Members on developments regarding the Transaction, to respond to questions and to discuss, among other things: the governance of the Fund Advisers following the Transaction; the background, culture (including with respect to regulatory and compliance matters) and resources of TIAA-CREF; the general plans and intentions of TIAA-CREF for Nuveen; the terms and conditions of the Transaction (including financing terms); any benefits or detriments the Transaction may impose on the Nuveen funds, TIAA-CREF or the Fund Advisers; the reaction from the Fund Advisers’ employees knowledgeable of the Transaction; the incentive and retention plans for key personnel of the Fund Advisers; the potential access to additional distribution platforms and economies of scale; and the impact of any additional regulatory schemes that may be applicable to the Nuveen funds given the banking and insurance businesses operated in the TIAA-CREF enterprise. As part of its review, the Board also held a separate meeting on April 15-16, 2014 to review the Nuveen funds’ investment performance and consider an analysis provided by the Adviser of each sub-adviser of the Nuveen funds (including the Sub-Adviser) and the Transaction and its implications to the Nuveen funds. During their review of the materials and discussions, the Independent Board Members presented the Adviser with questions and the Adviser responded. Further, the Independent Board Members met in an executive session with independent legal counsel on April 29, 2014 and April 30, 2014.
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Annual Investment Management Agreement Approval Process (Unaudited) (continued)
In connection with their review of the Original Advisory Agreements and the New Advisory Agreements, the Independent Board Members received extensive information regarding the Fund and the Fund Advisers including, among other things: the nature, extent and quality of services provided by each Fund Adviser; the organization and operations of any Fund Adviser; the expertise and background of relevant personnel of each Fund Adviser; a review of the Fund’s performance (including performance comparisons against the performance of a peer group and appropriate benchmark); a comparison of Fund fees and expenses relative to peers; a description and assessment of shareholder service levels for the Fund; a summary of the performance of certain service providers; a review of fund initiatives and shareholder communications; and an analysis of the Adviser’s profitability with comparisons to peers in the managed fund business. In light of the proposed Transaction, the Independent Board Members, through their independent legal counsel, also requested in writing and received additional information regarding the proposed Transaction and its impact on the provision of services by the Fund Advisers.
The Independent Board Members received, well in advance of the April Meeting, materials which responded to the request for information regarding the Transaction and its impact on Nuveen and the Nuveen funds including, among other things: the structure and terms of the Transaction; the impact of the Transaction on Nuveen, its operations and the nature, quality and level of services provided to the Nuveen funds, including, in particular, any changes to those services that the Nuveen funds may experience following the Transaction; the strategic plan for Nuveen, including any financing arrangements following the Transaction and any cost-cutting efforts that may impact services; the organizational structure of TIAA-CREF, including the governance structure of Nuveen following the Transaction; any anticipated effect on each Nuveen fund’s expense ratios (including changes to advisory and sub-advisory fees) and economies of scale that may be expected; any benefits or conflicts of interest that TIAA-CREF, Nuveen or their affiliates can expect from the Transaction; any benefits or undue burdens or other negative implications that may be imposed on the Nuveen funds as a result of the Transaction; the impact on Nuveen or the Nuveen funds as a result of being subject to additional regulatory schemes that TIAA-CREF must comply with in operating its various businesses; and the costs associated with obtaining necessary shareholder approvals and the bearer of such costs. The Independent Board Members also received a memorandum describing the applicable laws, regulations and duties in approving advisory contracts, including in conjunction with a change of control, from their independent legal counsel.
The materials and information prepared in connection with the review of the Original Advisory Agreements and New Advisory Agreements supplemented the information and analysis provided to the Board during the year. In this regard, throughout the year, the Board, acting directly or through its committees, regularly reviewed the performance and various services provided by the Adviser and Sub-Adviser. The Board met at least quarterly as well as at other times as the need arose. At its quarterly meetings, the Board reviewed reports by the Adviser regarding, among other things, fund performance, fund expenses, premium and discount levels of closed-end funds, the performance of the investment teams and compliance, regulatory and risk management matters. In addition to regular reports, the Adviser provided special reports to the Board or a committee thereof from time to time to enhance the Board’s understanding of various topics that impact some or all the Nuveen funds (such as distribution channels, oversight of omnibus accounts and leverage management topics), to update the Board on regulatory developments impacting the investment company industry or to update the Board on the business plans or other matters impacting the Adviser. The Board also met with key investment personnel managing certain Nuveen fund portfolios during the year.
In addition, the Board has created several standing committees (the Executive Committee; the Dividend Committee; the Audit Committee; the Compliance, Risk Management and Regulatory Oversight Committee; the Nominating and Governance Committee; the Open-End Funds Committee; and the Closed-End Funds Committee). The Open-End Funds Committee and Closed-End Funds Committee are intended to assist the full Board in monitoring and gaining a deeper insight into the distinctive business practices of closed-end and open-end funds. These two Committees have met prior to each quarterly Board meeting, and the Adviser provided presentations to these Committees permitting them to delve further into specific matters or initiatives impacting the respective product line.
Further, the Board continued its program of seeking to have the Board Members or a subset thereof visit each sub-adviser to the Nuveen funds and meet key investment and business personnel at least once over a multiple year rotation. In this regard, the Independent Board Members made site visits to certain equity and fixed income teams of the Sub-Adviser in September 2013 and met with the Sub-Adviser’s municipal team at the August and November 2013 quarterly meetings.
The Board considered the information provided and knowledge gained at these meetings and visits during the year when performing its annual review of the Original Advisory Agreements and its review of the New Advisory Agreements. The Independent Board Members also were assisted throughout the process by independent legal counsel. During the course of the year and during their deliberations regarding the review of advisory contracts, the Independent Board Members met with independent legal counsel in executive sessions without management present. In addition, it is important to recognize that the management arrangements for the funds are the result of many years of review and discussion between the Independent Board Members and Nuveen 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 things: (a) the nature, extent and quality of the services provided by the Fund Advisers, (b) the investment performance of the Fund and the 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
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Fund Advisers from the relationship with the Fund and (f) other factors. With respect to the New Advisory Agreements, the Board also considered the Transaction and its impact on the foregoing factors. Each Board Member may have accorded different weight to the various factors in reaching his or her conclusions with respect to the Original Advisory Agreements and New 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
1. The Original Advisory Agreements
In considering renewal of each Original Advisory Agreement, the Independent Board Members considered the nature, extent and quality of the respective Fund Adviser’s services, including portfolio management services (and the resulting Fund performance) and administrative services. 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: each Fund Adviser’s organization and business; the types of services that each Fund Adviser or its affiliates provide to the Fund; the performance record of the Fund (as described in further detail below); and any initiatives Nuveen had taken for the open-end fund product line.
In considering the services provided by the Fund Advisers, the Board recognized that the Adviser provides a myriad of investment management, administrative, compliance, oversight and other services for the Fund, and the Sub-Adviser generally provides the portfolio advisory services to the Fund under the oversight of the Adviser. The Board considered the wide range of services provided by the Adviser to the Nuveen funds beginning with developing the fund and monitoring and analyzing its performance to providing or overseeing the services necessary to support a fund’s daily operations. The Board recognized the Adviser, among other things, provides: (a) product management (such as analyzing ways to better position a fund in the marketplace, maintaining relationships to gain access to distribution platforms and setting dividends); (b) fund administration (such as preparing a fund’s tax returns, regulatory filings and shareholder communications; managing fund budgets and expenses; overseeing a fund’s various service providers; and supporting and analyzing new and existing funds); (c) Board administration (such as supporting the Board and its committees, in relevant part, by organizing and administering the Board and committee meetings and preparing the necessary reports to assist the Board in its duties); (d) compliance (such as monitoring adherence to a fund’s investment policies and procedures and applicable law; reviewing the compliance program periodically and developing new policies or updating existing compliance policies and procedures as considered necessary or appropriate; responding to regulatory requests; and overseeing compliance testing of sub-advisers); (e) legal support (such as preparing or reviewing fund registration statements, proxy statements and other necessary materials; interpreting regulatory requirements and compliance thereof; and maintaining applicable registrations); and (f) investment services (such as overseeing and reviewing sub-advisers and their investment teams; analyzing performance of the funds; overseeing investment and risk management; overseeing the daily valuation process for portfolio securities and developing and recommending valuation policies and methodologies and changes thereto; and participating in fund development, leverage management and the development of investment policies and parameters).
In its review, the Board also considered the new services, initiatives or other changes adopted since the last advisory contract review that were designed to enhance the services and support the Adviser provides to the Nuveen funds. The Board recognized that some initiatives are a multi-year process. In reviewing the activities of 2013, the Board recognized that the year reflected the Adviser’s continued focus on fund rationalization for both closed-end and open-end funds, consolidating certain funds through mergers that were designed to improve efficiencies and economies of scale for shareholders, repositioning various funds through updates in their investment policies and guidelines with the expectation of bringing greater value to shareholders, and liquidating certain funds. As in the past, the Board recognized the Adviser’s significant investment in its technology initiatives, including the continued progress toward a central repository for fund and other Nuveen product data and implementing a data system to support the risk oversight group enabling it to provide more detailed risk analysis for the Nuveen funds. The Board noted the new data system has permitted more in-depth analysis of the investment risks of the Fund and across the complex providing additional feedback and insights to the investment teams and more comprehensive risk reporting to the Board. The Adviser also conducted several workshops for the Board regarding the new data system, including explaining the risk measures being applied and their purpose. The Board also recognized the enhancements in the valuation group within the Adviser, including centralizing the fund pricing process within the valuation group, trending to more automated and expedient reviews and continuing to expand its valuation team. The Board further considered the expansion of personnel in the compliance department enhancing the collective expertise of the group, investments in additional compliance systems and the updates of various compliance policies.
In addition to the foregoing actions, the Board also considered other initiatives related to the open-end funds, including, among other things: the continued focus on enhancing the product line through the development of new funds, including the development of alternative strategies reflecting trends in the industry; the enhanced support provided to the Board by providing comprehensive in-depth presentations to the Open-End Funds Committee; and the development of a new class of shares for certain funds.
As noted, the Adviser also oversees the Sub-Adviser who provides the portfolio advisory services to the Fund. In reviewing the portfolio advisory services provided to the Fund, the Nuveen Investment Services Oversight Team of the Adviser analyzes the performance of the Sub-Adviser and
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Annual Investment Management Agreement Approval Process (Unaudited) (continued)
may recommend changes to the investment team or investment strategies as appropriate. In assisting the Board’s review of the Sub-Adviser, the Adviser provides a report 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 the Fund and Fund performance. In their review of the Sub-Adviser, the Independent Board Members considered, among other things, the experience and qualifications of the relevant investment personnel, their investment philosophy and strategies, the Sub-Adviser’s organization and stability, its capabilities and any initiatives taken or planned to enhance its current capabilities or support potential growth of business and, as outlined in further detail below, the performance of the Fund. The Independent Board Members also reviewed portfolio manager compensation arrangements to evaluate each Fund Adviser’s ability to attract and retain high quality investment personnel, preserve stability, and reward performance while not providing an inappropriate incentive to take undue risks.
Given the importance of compliance, the Independent Board Members also considered Nuveen’s compliance program, including the report of the chief compliance officer regarding the Nuveen funds’ compliance policies and procedures; the resources dedicated to compliance; the record of compliance with the policies and procedures; and Nuveen’s supervision of the Fund’s service providers. The Board recognized Nuveen’s commitment to compliance and strong commitment to a culture of compliance. Given the Adviser’s emphasis on monitoring investment risk, the Board has also appointed two Independent Board Members as point persons to review and keep the Board apprised of developments in this area and work with applicable Fund Adviser personnel.
Based on their review, the Independent Board Members found that, overall, the nature, extent and quality of services provided to the Fund under the respective Original Advisory Agreement were satisfactory.
2. The New Advisory Agreements
In evaluating the nature, quality and extent of the services expected to be provided by the Fund Advisers under the New Investment Management Agreement and the New Sub-Advisory Agreement, the Board Members concluded that no diminution in the nature, quality and extent of services provided to the Fund and its shareholders by the respective Fund Advisers is expected as a result of the Transaction. In making their determination, the Independent Board Members considered, among other things: the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of each Fund Adviser; the ability of each Fund Adviser to perform its duties after the Transaction, including any changes to the level or quality of services provided to the Fund; the potential implications of any additional regulatory requirements imposed on the Fund Advisers or the Nuveen funds following the Transaction; and any anticipated changes to the investment and other practices of the Nuveen funds.
The Board noted that the terms of the New Investment Management Agreement, including the fees payable thereunder, are substantially identical to those of the Original Investment Management Agreement. Similarly, the terms of the New Sub-Advisory Agreement, including fees payable thereunder, are substantially identical to those of the Original Sub-Advisory Agreement. The Board considered that the services to be provided and the standard of care under the New Investment Management Agreement and the New Sub-Advisory Agreement are the same as the corresponding original agreements. The Board Members noted the Transaction also does not alter the allocation of responsibilities between the Adviser and the Sub-Adviser. The Sub-Adviser will continue to furnish an investment program, make investment decisions and place all orders for the purchase and sale of securities, all on behalf of the Fund and subject to oversight of the Board and the Adviser. The Board noted that TIAA-CREF did not anticipate any material changes to the advisory, sub-advisory or other services provided to the Nuveen funds as a result of the Transaction. The Independent Board Members recognized that there were not any planned “cost cutting” measures that could be expected to reduce the nature, extent or quality of services. The Independent Board Members further noted that there were currently no plans for material changes to senior personnel at Nuveen or key personnel who provide services to the Nuveen funds and the Board following the Transaction. The key personnel who have responsibility for the Nuveen funds in each area, including portfolio management, investment oversight, fund management, fund operations, product management, legal/compliance and board support functions, are expected to be the same following the Transaction, although such personnel may have additional reporting requirements to TIAA-CREF. The Board also considered the anticipated incentive plans designed to retain such key personnel. Notwithstanding the foregoing, the Board Members recognized that personnel changes may occur in the future as a result of normal business developments or personal career decisions.
The Board Members also considered Nuveen’s proposed governance structure following the Transaction and noted that Nuveen was expected to remain a stand-alone business within the TIAA-CREF enterprise and operate relatively autonomously from the other TIAA-CREF businesses, but would receive the general support and oversight from certain TIAA-CREF functional groups (such as legal, finance, internal audit, compliance, and risk management groups). The Board recognized, however, that Nuveen may be subject to additional reporting requirements as it keeps TIAA-CREF abreast of developments affecting the Nuveen business, may be required to modify certain of its reports, policies and procedures as necessary to conform to the practices followed in the TIAA-CREF enterprise and may need to collaborate with TIAA-CREF with respect to strategic planning for its business.
In considering the implications of the Transaction, the Board Members also recognized the reputation and size of TIAA-CREF and the benefits that the Transaction may bring to the Nuveen funds and Nuveen. In this regard, the Board recognized, among other things, that the increased resources and support that may be available to Nuveen from TIAA-CREF and the improved capital structure of Nuveen Investments, Inc. (the parent of the Adviser) that would result from the significant reduction in its debt level may reinforce and enhance Nuveen’s ability to provide quality services to the Nuveen funds and to invest further into its infrastructure.
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Further, with the consummation of the Transaction, the Board recognized the enhanced distribution capabilities for the Nuveen funds as the funds may gain access to TIAA-CREF’s distribution network, particularly through TIAA-CREF’s retirement platform and institutional client base. The Board also considered that investors in TIAA-CREF’s retirement platform may choose to roll their investments as they exit their retirement plans into the Nuveen funds. The Independent Board Members recognized the potential cost savings to the benefit of all shareholders of the Nuveen funds from reduced expenses as assets in the Nuveen fund complex rise pursuant to the complex-wide fee arrangement described in further detail below.
Based on their review, the Independent Board Members found that the expected nature, extent and quality of services to be provided to the Fund under its New Advisory Agreements were satisfactory and supported approval of the New Advisory Agreements.
B. The Investment Performance of the Fund and Fund Advisers
1. The Original Advisory Agreements
The Board, including the Independent Board Members, considered the performance history of the Fund over various time periods. The Board reviewed reports, including an analysis of the Fund’s performance and its investment team. In considering the Fund’s performance, the Board recognized that a fund’s performance can be reviewed through various measures including the fund’s absolute return, the fund’s return compared to the performance of other peer funds and the fund’s performance compared to its benchmark. Accordingly, the Board reviewed, among other things, the Fund’s historic investment performance as well as information comparing the Fund’s performance information with that of other funds (the “Performance Peer Group”) and with a recognized and/or customized benchmark (i.e., generally a benchmark derived from multiple recognized benchmarks) for the quarter and one-year periods ending December 31, 2013, as well as performance information reflecting the first quarter of 2014. This information supplemented the Nuveen fund performance information provided to the Board at each of its quarterly meetings.
In evaluating performance, the Board recognized several factors that may impact the performance data as well as the consideration given to particular performance data.
• | The performance data reflects a snapshot in time, in this case as of the end of the most recent calendar year or quarter. A different performance period, however, could generate significantly different results. |
• | Long-term performance can be adversely affected by even one period of significant underperformance so that a single investment decision or theme has the ability to disproportionately affect long-term performance. |
• | The investment experience of a particular shareholder in a fund will vary depending on when such shareholder invests in such fund, the class held (if multiple classes offered in the fund) and the performance of the fund (or respective class) during that shareholder’s investment period. |
• | Open-end funds offer multiple classes and the performance of the various classes of a fund should be substantially similar on a relative basis because all of the classes are invested in the same portfolio of securities and differences in performance among classes could be principally attributed to the variations in distribution and servicing expenses of each class. |
• | The usefulness of comparative performance data as a frame of reference to measure a fund’s performance may be limited because the Performance Peer Group, among other things, does not adequately reflect the objectives and strategies of the fund, has a different investable universe, or the composition of the peer set may be limited in size or number as well as other factors. In this regard, the Board noted that the Adviser classified the Performance Peer Groups of the Nuveen funds from highly relevant to less relevant. For funds classified with less relevant Performance Peer Groups, the Board considered a fund’s performance compared to its benchmark to help assess the fund’s comparative performance. A fund was generally considered to have performed comparably to its benchmark if the fund’s performance was within certain thresholds compared to the performance of its benchmark and was considered to have outperformed or underperformed its benchmark if the fund’s performance was beyond these thresholds for the one- and three-year periods, subject to certain exceptions.i While the Board is cognizant of the relative performance of a fund’s peer set and/or benchmark(s), the Board evaluated fund performance in light of the respective fund’s investment objectives, investment parameters and guidelines and considered that the variations between the objectives and investment parameters or guidelines of the fund with its peers and/or benchmarks result in differences in performance results. |
With respect to any Nuveen funds for which the Board has identified performance concerns, the Board monitors such funds closely until performance improves, discusses with the Adviser the reasons for such results, considers those steps necessary or appropriate to address such issues and reviews the results of any efforts undertaken. The Board is aware, however, that shareholders chose to invest or remain invested in a fund knowing that the Adviser manages the fund and knowing the fund’s fee structure.
In considering the performance data, the Independent Board Members noted that the Fund was relatively new with a shorter performance history available, thereby limiting the ability to make a meaningful assessment of performance. The Board, however, further noted that the Fund
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i | The Board recognized that the Adviser considered a fund to have outperformed or underperformed its benchmark if the fund’s performance was higher or lower than the performance of the benchmark by the following thresholds: for open-end funds (+/- 100 basis points for equity funds excluding index funds; +/- 30 basis points for tax exempt fixed income funds; +/- 40 basis points for taxable fixed income funds) and for closed-end funds (assuming 30% leverage) (+/- 130 basis points for equity funds excluding index funds; +/- 39 basis points for tax exempt funds and +/- 52 basis points for taxable fixed income funds). |
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
underperformed in the one-year period ending December 31, 2013, performing in the fourth quartile. In addition, the Board noted that the Fund had three-year performance as of March 31, 2014 and was in the third quartile for such period. While the Board recognized that the performance history of the Fund was limited, the Board intends to continue to monitor the Fund closely.
2. The New Advisory Agreements
With respect to the performance of the Fund, the Board considered that the portfolio investment personnel responsible for the management of the Fund’s portfolio were expected to continue to manage the portfolio following the completion of the Transaction and the investment strategies of the Fund were not expected to change as a result of the Transaction (subject to changes unrelated to the Transaction that are approved by the Board and/or shareholders). Accordingly, the findings regarding performance outlined above for the Original Advisory Agreements are applicable to the review of the New Advisory Agreements.
C. Fees, Expenses and Profitability
1. Fees and Expenses
The Board evaluated the management fees and expenses of the Fund, reviewing, among other things, the Fund’s gross management fees, net management fees and net expense ratios in absolute terms as well as compared to the fees and expenses of a comparable universe of funds provided by an independent fund data provider (the “Peer Universe”) and to a more focused subset of funds in the Peer Universe (the “Peer Group”) and any expense limitations.
The Independent Board Members further reviewed the methodology regarding the construction of the applicable Peer Universe and Peer Group. In reviewing the comparisons of fee and expense information, the Independent Board Members took into account that in certain instances various factors such as the limited size and particular composition of the Peer Universe or Peer Group (including the inclusion of other Nuveen funds in the peer set); expense anomalies; changes in the funds comprising the Peer Universe or Peer Group from year to year; levels of reimbursement or fee waivers; and the timing of information used may impact the comparative data thereby limiting somewhat the ability to make a meaningful comparison with peers.
In reviewing the fee schedule for a fund, the Independent Board Members also considered the fund-level and complex-wide breakpoint schedules (described in further detail below) and any fee waivers and reimbursements provided by Nuveen. In reviewing fees and expenses, the Board considered the expenses and fees to be higher if they were over 10 basis points higher, slightly higher if they were approximately 6 to 10 basis points higher, in line if they were within approximately 5 basis points higher than the peer average and below if they were below the peer average of the Peer Group. In reviewing the reports, the Board noted that the majority of the Nuveen funds were at, close to or below their peer average based on the net total expense ratio. The Independent Board Members observed that the Fund had a net management fee and net expense ratio (including fee waivers and expense reimbursements) that were below the respective peer averages.
Based on their review of the fee and expense information provided, the Independent Board Members determined that the Fund’s management fees (as applicable) to a Fund Adviser were reasonable in light of the nature, extent and quality of services provided to the Fund.
2. Comparisons with the Fees of Other Clients
The Board recognized that all Nuveen funds have a sub-adviser, either affiliated or non-affiliated, and therefore the overall fund management fee can be divided into two components, the fee retained by the Adviser and the fee paid to the sub-adviser. In general terms, the fee to the Adviser reflects the administrative and other services it provides to support the Nuveen fund (as described above) and, while some administrative services may occur at the sub-adviser level, the fee to the sub-adviser generally reflects the portfolio management services provided by the sub-adviser. The Independent Board Members considered the fees a Fund Adviser assesses to the Fund compared to that of other clients. With respect to non-municipal funds, such other clients of a Fund Adviser may include: separately managed accounts (both retail and institutional accounts), foreign investment funds offered by Nuveen, collective trust funds and funds that are not offered by Nuveen but are sub-advised by one of Nuveen’s investment management teams.
The Independent Board Members reviewed the nature of services provided by the Adviser, including through its affiliated sub-advisers and the average fee the affiliated sub-advisers assessed such clients as well as the range of fees assessed to the different types of separately managed accounts (such as retail, institutional or wrap accounts) to the extent applicable to the respective sub-adviser. In their review, the Independent Board Members considered the differences in the product types, including, but not limited to: the services provided, the structure and operations, product distribution and costs thereof, portfolio investment policies, investor profiles, account sizes and regulatory requirements. In evaluating the comparisons of fees, the Independent Board Members noted that the fee rates charged to the Nuveen funds and other clients vary, among other things, because of the different services involved and the additional regulatory and compliance requirements associated with registered investment companies, such as the Fund. The Independent Board Members noted that, as a general matter, higher fee levels reflect higher levels of service, increased investment management complexity, greater product management requirements and higher levels of risk or a combination of the foregoing. The Independent Board Members further noted, in particular, that the range of services provided to the Fund (as discussed above) is generally much more extensive than that provided to separately managed accounts. Many of the additional administrative services provided by the
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Adviser are not required for institutional clients. The Independent Board Members also recognized that the management fee rates of the foreign funds advised by the Adviser may vary due to, among other things, differences in the client base, governing bodies, operational complexities and services covered by the management fee. Given the inherent differences in the various products, particularly the extensive services provided to the Fund, the Independent Board Members believe such facts justify the different levels of fees.
3. Profitability of Fund Advisers
In conjunction with their review of fees, the Independent Board Members also considered the profitability of Nuveen for its advisory activities and its financial condition. The Independent Board Members reviewed the revenues and expenses of Nuveen’s advisory activities for the last two calendar years, the allocation methodology used in preparing the profitability data, an analysis of the key drivers behind the changes in revenues and expenses that impacted profitability in 2013 and Nuveen’s consolidated financial statements for 2013. The Independent Board Members noted this information supplemented the profitability information 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 two Independent Board Members served as point persons to review the profitability analysis and methodologies employed, and any changes thereto, and to keep the Board apprised of such changes. The Independent Board Members also considered Nuveen’s revenues for advisory activities, expenses and profit margin compared to that of various unaffiliated management firms.
In reviewing profitability, the Independent Board Members noted the Adviser’s continued investment in its business with expenditures to, among other things, upgrade its investment technology and compliance systems and provide for additional personnel and other resources. The Independent Board Members recognized the Adviser’s continued commitment to its business should enhance the Adviser’s capacity and capabilities in providing the services necessary to meet the needs of the Nuveen funds as they grow or change over time. In addition, in evaluating profitability, the Independent Board Members also noted the subjective nature of determining profitability 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, an adviser’s particular business mix, capital costs, size, types of funds managed and expense allocations. Notwithstanding the foregoing, the Independent Board Members noted the Adviser’s adjusted operating margin appears to be reasonable in relation to other investment advisers and sufficient to operate as a viable investment management firm meeting its obligations to the Nuveen funds. 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 such sub-advisers’ revenues, expenses and profitability margins (pre- and post-tax) for their 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 funds 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 a Nuveen fund. See Section E below for additional information on indirect benefits the Fund Advisers may receive as a result of its relationship with a Nuveen 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.
4. The New Advisory Agreements
As noted above, the terms of the New Advisory Agreements are substantially identical to their corresponding Original Advisory Agreements. The fee schedule, including the breakpoint schedule and complex-wide fee schedule, in each New Advisory Agreement is identical to that under the corresponding Original Advisory Agreement. The Board Members also noted that Nuveen has committed for a period of two years from the date of closing the Transaction (i) not to increase contractual management fee rates for any Nuveen fund and (ii) not to raise expense cap levels for any Nuveen fund from levels currently in effect or scheduled to go into effect prior to the Transaction. This commitment shall not limit or otherwise affect mergers or liquidations of any funds in the ordinary course. Based on the information provided, the Board Members did not believe that the overall expenses would increase as a result of the Transaction. In addition, the Board Members recognized that the Nuveen funds may gain access to the retirement platform and institutional client base of TIAA-CREF, and the investors in the retirement platforms may roll their investments into one or more Nuveen funds as they exit their retirement plans. The enhanced distribution access may result in additional sales of the Nuveen funds resulting in an increase in total assets under management in the complex and a corresponding decrease in overall management fees if additional breakpoints at the fund-level or complex-wide level are met. Based on its review, the Board determined that the management fees and expenses under each New Advisory Agreement were reasonable.
Further, other than from a potential reduction in the debt level of Nuveen Investments, Inc., the Board recognized that it is difficult to predict with any degree of certainty the impact of the Transaction on Nuveen’s profitability. Given the fee schedule was not expected to change under the New
Nuveen Investments | 49 |
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
Advisory Agreements, however, the Independent Board Members concluded that each Fund Adviser’s level of profitability for its advisory activities under the respective New Advisory Agreements would continue to be reasonable in light of the services provided.
D. Economies of Scale and Whether Fee Levels Reflect These Economies of Scale
1. The Original Advisory Agreements
With respect to economies of scale, the Independent Board Members have recognized the potential benefits resulting from the costs of a fund being spread over a larger asset base, although economies of scale are difficult to measure and predict with precision, particularly on 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. Accordingly, the Independent Board Members reviewed and considered the applicable fund-level breakpoints in the advisory fee schedules that reduce advisory fees as asset levels increase.
In addition to fund-level advisory fee breakpoints, the Board also considered the Nuveen funds’ complex-wide fee arrangement. Pursuant to the complex-wide fee arrangement, the fees of the funds in the Nuveen complex are reduced as the assets in the fund complex reach certain levels. The complex-wide fee arrangement seeks to provide the benefits of economies of scale to fund shareholders when total fund complex assets increase, even if assets of a particular fund are unchanged or have decreased. The approach reflects the notion that some of Nuveen’s costs are attributable to services provided to all its funds in the complex and therefore all funds benefit if these costs are spread over a larger asset base.
Based on their review, the Independent Board Members concluded that the breakpoint schedules and complex-wide fee arrangement (as applicable) were acceptable and reflect economies of scale to be shared with shareholders when assets under management increase.
2. The New Advisory Agreements
As noted, the Independent Board Members recognized that the fund-level and complex-wide schedules will not change under the New Advisory Agreements. Assets in the funds advised by TIAA-CREF or its current affiliates will not be included in the complex-wide fee calculation. Nevertheless, the Nuveen funds may have access to TIAA-CREF’s retirement platform and institutional client base. The access to this distribution network may enhance the distribution of the Nuveen funds which, in turn, may lead to reductions in management and sub-advisory fees if the Nuveen funds reach additional fund-level and complex-wide breakpoint levels. Based on their review, including the considerations in the annual review of the Original Advisory Agreements, the Independent Board Members determined that the fund-level breakpoint schedules and complex-wide fee schedule continue to be appropriate and desirable in ensuring that shareholders participate in the benefits derived from economies of scale under the New Advisory Agreements.
E. Indirect Benefits
1. The Original Advisory Agreements
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, among other things, any sales charges, distribution fees and shareholder services fees received and retained by the Fund’s principal underwriter, an affiliate of the Adviser, which include fees received pursuant to any 12b-1 plan. The Independent Board Members, therefore, considered the 12b-1 fees retained by Nuveen during the last calendar year.
In addition to the above, the Independent Board Members considered whether the Fund Advisers received any benefits from soft dollar arrangements whereby a portion of the commissions paid by a fund for brokerage may be used to acquire research that may be useful to a Fund Adviser in managing the assets of the fund and other clients. The Fund’s portfolio transactions are allocated by the Sub-Adviser. Accordingly, the Independent Board Members considered that the Sub-Adviser may benefit from its soft dollar arrangements pursuant to which it receives research from brokers that execute the Fund’s portfolio transactions. With respect to any fixed income securities, however, the Board recognized that such securities generally trade on a principal basis that does not generate soft dollar credits. Similarly, the Board recognized that the research received pursuant to soft dollar arrangements by the Sub-Adviser may also benefit the Fund and its 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.
2. The New Advisory Agreements
The Independent Board Members noted that, as the applicable policies and operations of the Fund Advisers with respect to the Nuveen funds were not anticipated to change significantly after the Transaction, such indirect benefits should remain after the Transaction. The Independent Board Members further noted the benefits the Transaction would provide to TIAA-CREF and Nuveen, including a larger-scale fund complex, certain shared services (noted above) and a broader range of investment capabilities, distribution capabilities and product line. Further, the Independent Board Members noted that Nuveen Investments, Inc. (the parent of the Adviser) would benefit from an improved capital structure through a reduction in its debt level.
50 | Nuveen Investments |
F. Other Considerations for the New Advisory Agreements
In addition to the factors above, the Board Members also considered the following with respect to the Nuveen funds:
• | Nuveen would rely on the provisions of Section 15(f) of the 1940 Act. In this regard, to help ensure that an unfair burden is not imposed on the Nuveen funds, Nuveen has committed for a period of two years from the date of the closing of the Transaction (i) not to increase contractual management fee rates for any fund and (ii) not to raise expense cap levels for any fund from levels currently in effect or scheduled to go into effect prior to the Transaction. This commitment shall not limit or otherwise affect mergers or liquidations of any funds in the ordinary course. |
• | The Nuveen funds would not incur any costs in seeking the necessary shareholder approvals for the new investment management agreements or the new sub-advisory agreements (except for any costs attributed to seeking shareholder approvals of fund specific matters unrelated to the Transaction, such as election of Board Members or changes to investment policies, in which case a portion of such costs will be borne by the applicable funds). |
• | The reputation, financial strength and resources of TIAA-CREF. |
• | The long-term investment philosophy of TIAA-CREF and anticipated plans to grow Nuveen’s business to the benefit of the Nuveen funds. |
• | The benefits to the Nuveen funds as a result of the Transaction including: (i) increased resources and support available to Nuveen as well as an improved capital structure that may reinforce and enhance the quality and level of services it provides to the funds; (ii) potential additional distribution capabilities for the funds to access new markets and customer segments through TIAA-CREF’s distribution network, including, in particular, its retirement platforms and institutional client base; and (iii) access to TIAA-CREF’s expertise and investment capabilities in additional asset classes. |
G. 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 Original Advisory Agreement and New 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 Original Advisory Agreements be renewed and the New Advisory Agreements be approved.
II.
Approval of Interim Advisory Agreements
At the April Meeting, the Board Members, including the Independent Board Members, unanimously approved an interim advisory agreement (the “Interim Investment Management Agreement”) between the Fund and the Adviser and an interim sub-advisory agreement (the “Interim Sub-Advisory Agreement”) between the Adviser and the Sub-Adviser. If necessary to assure continuity of advisory services, the Interim Investment Management Agreement and Interim Sub-Advisory Agreement will take effect upon the closing of the Transaction if shareholders have not yet approved the corresponding New Investment Management Agreement or New Sub-Advisory Agreement. The terms of the Interim Investment Management Agreement and Interim Sub-Advisory Agreement are substantially identical to those of the corresponding Original Investment Management Agreement and New Investment Management Agreement and the corresponding Original Sub-Advisory Agreement and New Sub-Advisory Agreement, respectively, except for certain term and fee escrow provisions. In light of the foregoing, the Board Members, including the Independent Board Members, unanimously determined that the scope and quality of services to be provided to the Fund under the Interim Investment Management Agreement and the Interim Sub-Advisory Agreement are at least equivalent to the scope and quality of services provided under the Original Investment Management Agreement and the Original Sub-Advisory Agreement, respectively.
Nuveen Investments | 51 |
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Nuveen Investments: | ||||||||||||||
Serving Investors for Generations | ||||||||||||||
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Since 1898, financial advisors and their clients have relied on Nuveen Investments to provide dependable investment solutions through continued adherence to proven, long-term investing principles. Today, we offer a range of high quality equity and fixed-income solutions designed to be integral components of a well-diversified core portfolio. | ||||||||||||||
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Focused on meeting investor needs.
Nuveen Investments provides high-quality investment services designed to help secure the 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 $229 billion as of September 30, 2014. | ||||||||||||||
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Find out how we can help you. To learn more about how the products and services of Nuveen Investments may be able to help you meet your financial goals, talk to your financial advisor, or call us at (800) 257-8787. Please read the information provided carefully before you invest. Investors should consider the investment objective and policies, risk considerations, charges and expenses of any investment carefully. Where applicable, be sure to obtain a prospectus, which contains this and other relevant information. To obtain a prospectus, please contact your securities representative or Nuveen Investments, 333 W. Wacker Dr., Chicago, IL 60606. Please read the prospectus carefully before you invest or send money.
Learn more about Nuveen Funds at: www.nuveen.com/mf | ||||||||||||||
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Distributed by Nuveen Securities, LLC | 333 West Wacker Drive Chicago, IL 60606 | www.nuveen.com |
MAN-FTMO-0914P 4518-INV-Y11/15
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 Directors 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 Funds’ auditor, billed to the Funds’ during the Funds’ last two full fiscal years. The Audit Committee approved in advance all audit services and non-audit services that PricewaterhouseCoopers LLP provided to the Funds, 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 Funds 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 Funds during the fiscal year in which the services are provided; (B) the Funds 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 AUDITOR BILLED TO THE FUNDS
Fiscal Year Ended September 30, 2014 | 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 | ||||||||||||||||
Nuveen Tactical Market Opportunities Fund (5) | 12,863 | 0 | 2,575 | 0 | ||||||||||||
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Total | $ | 12,863 | $ | 0 | $ | 2,575 | $ | 0 |
Nuveen Tactical Market Opportunities Fund
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”. |
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”. |
5 | Fund changed fiscal year end effective April 24, 2014. |
Percentage Approved Pursuant to Pre-approval Exception | ||||||||||||||||
Audit Fees Billed to Funds | Audit-Related Fees Billed to Funds | Tax Fees Billed to Funds | All Other Fees Billed to Funds | |||||||||||||
Fund Name | ||||||||||||||||
Nuveen Tactical Market Opportunities Fund (5) | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
Fiscal Year Ended October 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 | ||||||||||||||||
Nuveen Tactical Market Opportunities Fund (5) | 12,952 | 0 | 2,500 | 0 | ||||||||||||
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Total | $ | 12,952 | $ | 0 | $ | 2,500 | $ | 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”. |
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”. |
5 | Fund changed fiscal year end effective April 24, 2014. |
Percentage Approved Pursuant to Pre-approval Exception | ||||||||||||||||
Audit Fees Billed to Funds | Audit-Related Fees Billed to Funds | Tax Fees Billed to Funds | All Other Fees Billed to Funds | |||||||||||||
Fund Name | ||||||||||||||||
Nuveen Tactical Market Opportunities Fund (1) | 0 | % | 0 | % | 0 | % | 0 | % |
Fiscal Year Ended September 30, 2014 | Audit-Related Fees Billed to Adviser and Affiliated Fund Service Providers | Tax Fees Billed to Adviser and Affiliated Fund Service Providers | All Other Fees Billed to Adviser and Affiliated Fund Service Providers | |||||||||
Nuveen Investment Funds, Inc. | $ | 0 | $ | 0 | $ | 0 | ||||||
Percentage Approved Pursuant to Pre-approval Exception | ||||||||||||
Audit-Related Fees Billed to Adviser and Affiliated Fund Service Providers | Tax Fees Billed to Adviser and Affiliated Fund Service Providers | All Other Fees Billed to Adviser and Affiliated Fund Service Providers | ||||||||||
0 | % | 0 | % | 0 | % | |||||||
Fiscal Year Ended October 31, 2013 | Audit-Related Fees Billed to Adviser and Affiliated Fund Service Providers | Tax Fees Billed to Adviser and Affiliated Fund Service Providers | All Other Fees Billed to Adviser and Affiliated Fund Service Providers | |||||||||
Nuveen Investment Funds, Inc. | $ | 0 | $ | 0 | $ | 0 | ||||||
Percentage Approved Pursuant to Pre-approval Exception | ||||||||||||
Audit-Related Fees Billed to Adviser and Affiliated Fund Service Providers | Tax Fees Billed to Adviser and Affiliated Fund Service Providers | All Other Fees Billed to Adviser and Affiliated Fund Service Providers | ||||||||||
0 | % | 0 | % | 0 | % |
1 | Fund changed fiscal year end effective April 24, 2014. |
Fiscal Year Ended September 30, 2014 | Total Non-Audit Fees Billed to Trust | Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Trust) | Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements) | Total | ||||||||||||
Fund Name | ||||||||||||||||
Nuveen Tactical Market Opportunities Fund (1) | 2,575 | 0 | 0 | 2,575 | ||||||||||||
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Total | $ | 2,575 | $ | 0 | $ | 0 | $ | 2,575 |
“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.
1 | Fund changed fiscal year end effective April 24, 2014. |
Fiscal Year Ended October 31, 2013 | Total Non-Audit Fees Billed to Trust | Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Trust) | Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements) | Total | ||||||||||||
Fund Name | ||||||||||||||||
Nuveen Tactical Market Opportunities Fund (1) | 2,500 | 0 | 0 | 2,500 | ||||||||||||
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Total | $ | 2,500 | $ | 0 | $ | 0 | $2,500 |
“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.
1 | Fund changed fiscal year end effective April 24, 2014. |
Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit Committee must approve (i) all non-audit services to be performed for the Funds by the Funds’ independent accountant and (ii) all audit and non-audit services to be performed by the Funds’ independent accountant for the Affiliated Fund Service Providers with respect to the operations and financial reporting of the Funds. Regarding tax and research projects conducted by the independent accountant for the Funds 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. |
b) | Not applicable. |
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.
(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. | |
(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. | |
(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 Investment Funds, Inc.
By (Signature and Title)
| /s/ Kevin J. McCarthy | |
Kevin J. McCarthy | ||
Vice President and Secretary |
Date: December 5, 2014
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)
| /s/ Gifford R. Zimmerman | |
Gifford R. Zimmerman | ||
Chief Administrative Officer | ||
(principal executive officer) |
Date: December 5, 2014
By (Signature and Title) | /s/ Stephen D. Foy | |
Stephen D. Foy | ||
Vice President and Controller | ||
(principal financial officer) |
Date: December 5, 2014