Mail Stop 4561
April 4, 2006
John P. Amboian
Principal Executive Officer
Nuveen Commodities Income and Growth Fund
333 West Wacker Drive
Chicago, Illinois 60606
Re: Nuveen Commodities Income and Growth Fund
Amendment No. 1 to Registration Statement on Form S-1
Filed on March 10, 2006
File No. 333-130360
Dear Mr. Amboian:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form S-1
General
1. Please include all the omitted disclosure in your next
amendment,
including your financial statements and the exhibits to your
registration statement, including legal and tax opinions from
counsel. Alternatively, please provide us with drafts of the
legal
and tax opinions so that we have an opportunity to review them.
2. Please note that the Division of Investment Management is
continuing to review comment no. 2 and may have additional
comments.
3. We note that you will report your holdings on a quarterly (or
monthly) basis, but that NAV will be calculated daily. Please
advise
us as to why you do not intend to report your holdings on a daily
basis concurrently with NAV. In connection with this, please
explain
how you expect investors or the market to react to a sharp
increase
or decrease in the fund`s NAV without knowledge of the fund`s
holdings.
4. Please indicate whether the Master Fund was created solely for
the
purposes of the Fund or whether it will solicit additional
investors.
If it will be available to outside investors, include additional
disclosure regarding how this may affect the performance of the
fund.
5. Please disclose, in an appropriate location, whether AMEX
intends
to publish an intra-day indicative value of the fund and the units
which is meant to provide some indication to investors of the
approximate NAV of the fund. If so, please include a discussion
of
the procedures AMEX will employ in order to assess the intra-day
indicative value as well as the reliability of such figure. We
note
your response to prior comment 56 that appears to imply that no
intra-day value will be available. Please revise or advise.
6. Please advise us as to whether you intend to significantly
increase the size of this offering prior to requesting
effectiveness.
In connection with this, we note your disclosure regarding
management
fees on page 32 that appears to anticipate over $500 million in
assets under management.
7. We note your response to comment 6; however, Item 505 of
Regulation S-K requires that you disclose the factors considered
in
determining the offering price. If the offering price was
determined
arbitrarily, please disclose this.
Cover Page
8. Please include disclosure on the cover page making clear that
the
pool is not a mutual fund registered under the Investment Company
Act
of 1940.
Prospectus Summary
9. Refer to comment 13. Your summary continues to include
disclosure
that is more appropriate for the body of the prospectus. Please
limit your summary to a concise description of the material
characteristics of the pool and the material terms of your
offering.
10. We note your response to comment 53. Please revise the
prospectus summary to include similar disclosure. Also, consider
including a risk factor.
11. Please explain to investors the concept of investing "on a
notional basis." In connection with this, please make clear that
the
notional amount is not equivalent to the actual amount of funds
under management. In addition, please quantify the margin ratio
you
expect to employ in connection with this allocation.
Investment Objectives, page 2
12. Please revise this section to separately quantify the portion
of
your proceeds that will be used to purchase (1) commodities
pursuant
to Gresham`s Tangible Asset Program; (2) options pursuant to your
"Option Strategy"; and (3) debt instruments. Provide similar
disclosure under the heading "Overview of Commodity Investment
Strategy and Integrated Investment Strategy" on pages 25 and 26.
Break-Even Analysis, page 11
13. We refer to footnote 8 to the break-even table and your
disclosure that, "For investors who purchase shares in the
secondary
market, the interest income is expected to exceed the cost of
operating the Fund." Since interest income affects only the NAV
of
the fund, which may differ from the market price of the shares
being
registered, please advise us as to why you believe it is
appropriate
to include interest income in the table. We refer also to NFA
Compliance Rule 2-13 that specifically states that interest income
is
to be included in the break-even table "if pool participants are
to
receive some or all of the interest income generated by the pool."
Risk Factors
There is a risk that the Fund`s shares may trade at prices other
than
the Fund`s net asset value per share, page 17
14. We refer to your disclosure that states that, "the supply and
demand forces at work in the secondary trading market for shares
are
closely related to, but not identical to, the same forces
influencing
the prices of the commodity contracts and other instruments held
by
the Master Fund at any point in time." Please expand your
discussion
to explain this statement in light of the fact that purchasers and
sellers of your shares will not have information regarding the
specific components of your portfolio at any given time.
Gresham will be using a strategy for the Master Fund that differs
from the strategy on which its historical performance record is
based, page 17
15. Please disclose under this heading, if true, that the intended
effect of the integrated investment strategy is to hedge the
performance of the TAPs program and, in effect, limit the level of
gains or losses that the fund would otherwise achieve.
Management of the Fund and the Master Fund, page 26
16. Please briefly discuss the principal roles that your trustees
will perform. We note your cross-reference to the Declaration of
Trust on page 27, but feel that a brief discussion of the primary
roles of the trustees is material information that should be
included
in the body of the prospectus. In connection with this, please
discuss the role of your independent trustees, aside from
satisfying
AMEX`s listing requirements.
17. Refer to comment 34. We are unable to locate the requested
disclosure. Please direct us to the disclosure or revise to
indicate
the amount of time Mr. Amboian will serve as the President of the
Manager and Director and Principal Executive Officer of the
Trustee.
18. We note your response to comment 37. Please revise to provide
a
more robust description of your "rules based" investment strategy.
Managers and Subadvisors, page 27
19. We note your response to comment 40. Please revise to provide
examples of events or circumstances that could cause the manager
to
change or deviate from the Master Fund`s investment strategy and
the
manner in which the strategy is implemented.
The Commodity Broker, page 35
20. Please revise to disclose the fees, if any, that you will pay
Lehman Brothers Inc. in connection with their services as the
commodity broker.
Conflict of Interests, page 36
21. Refer to comment 44. We note your reference to your response
to
comment 47; however, that response is limited to conflicts
involving
combined orders. Please revise to indicate how you intend to
resolve
other conflicts noted in this section.
22. We note your response to comment 45. We also note your
disclosure continues to include terms such as "from time to time"
to
discuss when and whether conflicts of interest may occur. Please
revise or advise.
Conflicts Relating to the Commodity Subadvisor, page 36
23. Refer to comment 46. We note your revisions; however, we are
unable to locate disclosure that specifies the legal restrictions
on
the combined size of specific commodity interests positions that
may
be taken for all accounts managed by the commodity subadvisor and
its
principals. Please revise or advise. In this regard, we note
your
disclosure regarding the effect of exceeding the limits.
Net Asset Value, page 42
24. Please revise to briefly describe the guidelines established
by
the manager that will be used as oversight of the values
determined
by an independent pricing service. In addition, if known, please
identify the third party that will determine these values.
Signatures, page II-4
25. In your next amendment please include signatures of your
principal financial officer, your controller or principal
accounting
officer and a majority of your trustees or persons performing
similar
functions. We refer to Instruction 1 to Form S-1.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Thomas Flinn at 202-551-3469 or Cicely
Lucky,
Accounting Branch Chief at 202-551-3413 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Jeffrey A. Shady, Attorney-Advisor at 202-551-3471
or
the undersigned at 202-551-3694 with any other questions.
Sincerely,
Owen Pinkerton
Senior Counsel
cc: Stacy H. Winick, Esq. (via facsimile)
Bell, Boyd & Lloyd LLC
John P. Amboian
Nuveen Commodities Income and Growth Fund
April 4, 2006
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