SEC Company Response from Nuveen S&P 500 Dynamic Overwrite Fund (SPXX) (CIK 0001338561) (SPXX) — Apr 22, 2010
Nuveen S&P 500 Dynamic Overwrite Fund (SPXX) (CIK 0001338561)
Date: April 22, 2010 · CIK: 0001338561 · Accession: 0001193125-10-089771
AI Filing Summary & Sentiment
File numbers found in text: 811-07488, 811-09553
Letter
U.S. Securities and Exchange Commission 5th Street, NW Washington, D.C. 20549
Re: Nuveen Closed-End and Open-End Funds - Sarbanes Oxley Review
Dear Christina:
This letter addresses your comments provided in a telephone discussion on September 29, 2009. Each comment is shown below followed by our response. Unless otherwise noted, the responses relate to all funds listed on Appendix A attached hereto.
1) Comment: (a) 479 Letters – Nuveen was recently sent 479 letters regarding de-registering funds no longer in existence. Please de-register funds identified within letter.
Response: 1(a) We have received the correspondence from the staff and we have prepared and submitted correspondence to the U.S. Securities and Exchange Commission (“SEC”) via IDEA seeking to withdraw the Securities Act registration statements that were pending for the funds identified by the staff. In addition, we have also identified several others funds for which we filed to withdraw pending registration statements prior to filing a Form N-8F for each of those funds. Finally, we have filed a Form N-8F for each of the funds covered by the staff’s correspondence as well as the additional funds identified by us as detailed in the table below.
Fund Name
CIK
Date withdrawal filed with SEC
Date N-8F filed with SEC
Nuveen North Carolina Municipal Value Fund
12-3-2009
3-9-2010
Nuveen High Income Municipal Fund
12-3-2009
3-9-2010
Nuveen Virginia Municipal Value Fund
12-3-2009
3-9-2010
Nuveen Ohio Municipal Value Fund
12-3-2009
3-9-2010
Nuveen Massachusetts Municipal Value Fund
12-3-2009
3-9-2010
Nuveen Maryland Municipal Value Fund
12-3-2009
3-9-2010
Nuveen Connecticut Municipal Value Fund
12-3-2009
3-9-2010
Nuveen High Grade Municipal Income Fund
12-3-2009
3-9-2010
Fund Name
CIK
Date withdrawal filed with SEC
Date N-8F filed with SEC
Nuveen Multistate Shell Trust
12-17-2009
3-9-2010
Nuveen Investment Trust IV
12-3-2009
3-9-2010
Nuveen Credit Strategies Fund
12-3-2009
3-9-2010
Nuveen Symphony Market Neutral Fund
12-3-2009
3-9-2010
Nuveen Connecticut Municipal Income Opportunity Fund
12-3-2009
3-9-2010
Nuveen Multi-Currency Income Fund
12-3-2009
3-9-2010
Nuveen Municipal High Income Advantage Fund, formerly called Nuveen Municipal High Income Opportunity Fund 3
12-3-2009
3-9-2010
Nuveen Washington Premium Income Fund
N/A
12/16/2009
Nuveen Floating Rate Fund
N/A
1/27/2010
Comment: (b) Two Nuveen funds – Nuveen Floating Rate Fund (Reg. No. 811-09553) and Nuveen Washington Premium Income Municipal Fund (Reg. No. 811-07488) – have apparently ceased operations, but in fact have continued to file their semi-annual reports on Form N-SARs, although they have not continued to file their annual report of proxy votes on Form N-PX. Assuming that these funds in fact have ceased operations, the SEC staff requests that these funds do two things:
a. File for termination of their 1940 Act registration on Form N-8F; and
b. File all the missed Form N-PXs.
Response: 1(b) The SEC staff is correct that each of these funds ceased operations, the former on May 28, 2003, and the latter on September 9, 1999. We have obtained the necessary data and filed a Form N-8F for each of these funds as outlined in the table below. In addition we will also file the Form N-PXs for each fund going back to the date of the first required filing under that Form after its adoption.
Fund Name
CIK
Date N-8F filed with SEC
Nuveen Washington Premium Income Fund
12/16/2009
Nuveen Floating Rate Fund
1/27/2010
2) Comment: Amendments to filings made pursuant to Rule 17g-1 on Form 40-17/G should be identified on EDGAR with the filing type 40-17G/A.
Response: The funds will identify such filings in the future as requested.
3) Comment: Item 8 of Form N-CSR requires that closed-end funds, in their annual N-CSR filing, describe the compensation structure for all named Portfolio Managers of the fund or funds included in the filing. Specifically, Item 8(a)(3) reads in pertinent part as follows:
Describe the structure of, and the method used to determine, the compensation of each Portfolio Manager . . . . For each type of compensation (e.g., salary, bonus, deferred compensation, retirement plans and arrangements), describe with specificity the criteria on which that type of compensation is based, for example, whether compensation is fixed, whether (and, if so, how) compensation is based on the registrant’s pre- or after-tax performance over a certain time period, and whether (and, if so, how) compensation is based on the value of assets held in the registrant’s portfolio. For example, if compensation is based solely or in part on performance, identify any benchmark used to measure performance and state the length of the period over which performance is measured.
Instruction 3 to Item 8(a)(3) reads, in pertinent part:
This description must clearly disclose any differences between the method used to determine the Portfolio Manager’s compensation with respect to the registrant and other accounts, e.g., if the Portfolio Manager receives part of an advisory fee that is based on performance with respect to some accounts but not the registrant, this must be disclosed.
The SEC staff stated that the disclosure about the structure of Portfolio Manager compensation for several funds was inadequate, and needed more detail. The staff gave examples of several of those funds, including:
•
Nuveen Diversified Dividend and Income Fund (JDD)
•
Nuveen Tax-Advantaged Total Return Strategy Fund (JTA)
•
Nuveen Floating Rate Income Fund (JFR)
•
Nuveen Floating Rate Income Opportunity Fund (JRO)
•
Nuveen Senior Income Fund (NSL)
•
Nuveen Equity Premium Income Fund (JPZ)
•
Nuveen Equity Premium Opportunity Fund (JSN)
•
Nuveen Equity Premium Advantage Fund (JLA)
•
Nuveen Equity Premium and Growth Fund (JPG)
Response: We have initiated a review of the Portfolio Manager compensation disclosure in our N-CSRs and Statements of Additional Information. As various types of filings for these and other Nuveen funds are made, we have undertaken to revise and expand the Portfolio Manager compensation discussion where appropriate and we will continue to do so as new filings are made.
Although we are near the beginning of the twelve-month cycle over which this disclosure will be reviewed and revised, we have found already that it is often not easy to expand the disclosure in a meaningful way, despite the specificity of the Form requirements quoted above. For example, in October we reviewed the Portfolio Manager compensation disclosure for several equity funds managed by Nuveen affiliate, Symphony Asset Management (“SAM”). We held several lengthy
discussions with the staff of SAM to better understand their compensation-setting process, and to turn our understanding into disclosure that fully responded to the Form requirements. In that discussion, it became clear to the lawyers responsible for drafting the disclosure that SAM’s actual compensation-setting mechanism was highly subjective, and was not really susceptible to the sort of criteria-specific disclosure required by the Form. For example, investment performance relative to a benchmark is not a specific criterion for compensation-setting by SAM. So, while we did revise and expand the disclosure in an attempt to respond to the Form requirements and to provide the reader with some additional insight into the compensation-setting process, it does not contain all the specific items mentioned in the rule and the instructions thereto, simply because those items do not apply in that case. That disclosure, contained in the post-effective amendment filing on November 2, 2009, for Nuveen Investment Trust, SEC Accession No. 0001193125-09-219820, is as follows:
SAM investment professionals receive competitive base salaries and annual bonus payments. Base salaries are determined by SAM’s senior management and reviewed periodically to ensure competitiveness with comparable positions at similar asset management firms. The bonus pool is based in part on SAM’s aggregate management fees which include asset based fees and, for some firm clients (other than mutual funds) performance fees. An investment professional’s bonus compensation is not based on any fixed formula, but is determined by senior management on a discretionary basis, based on senior management’s assessment of the individual professional’s contribution to the firm’s revenue, as well as his or her individual work performance, contribution to the investment team, strategy performance, and overall firm performance. In addition, SAM’s investment professionals may participate in long-term incentive plans which are tied to ongoing year-over-year firm performance, profitability and growth.
One complicating factor for the Nuveen funds and this Portfolio Manager compensation disclosure is that the Nuveen funds, of which there are over 200, are managed by fourteen different advisory entities, including affiliates Nuveen Asset Management, Symphony Asset Management, Santa Barbara Asset Management, NWQ Investment Management Company, Tradewinds Global Investors, LLC, Winslow Capital Management, Nuveen Investment Solutions, and Nuveen HydePark Group; and non-affiliates Spectrum Asset Management, Institutional Capital Corporation, Gateway Investment Advisers LLC, Wellington Management Company, LLP, Security Capital Research and Management, Inc., and INTECH Investment Management. Each of these entities has their own compensation-setting arrangements, which are in effect entirely independent of each other, and those arrangements vary widely from firm to firm (and sometimes there are variances between or among different investment teams within an organization). Therefore, there will be little or no commonality between and among the compensation disclosures for each of these entities.
4) Comment: In the Annual Investment Management Agreement Approval Process sections of shareholder reports, consider increasing the specificity as to what the Board is approving and whether they believe such approvals to be reasonable/satisfactory.
Response: In the next annual approval of each fund’s investment management agreement, we will work with counsel to the independent trustees of the funds to prepare and submit with the next shareholder report for each fund more specific information as to the factors considered and deemed
relevant by the trustees. The process for the trustees’ consideration of the next annual contract renewals began earlier this spring, with a final determination expected to be made by the Board at a regular scheduled meeting at the end of May. The updated disclosure will then be included in the next succeeding shareholder report issued by each fund.
5) Comment: In the prospectuses for the Nuveen mutual funds, custodian fee credits should not be presented as a separate line item within the fee tables.
Response: Custodian fee credits have been removed from the fee table presentations.
6) Comment: In the Symphony International Equity Fund prospectus dated November 28, 2009, footnote 9 states that “Other Expenses” have been restated. Please explain what has been restated and why.
Response: Nuveen Symphony International Equity Fund commenced operations on May 30, 2008; therefore, the expense ratios presented in the annual report represented only 63 days of operations. “Other Expenses” and “Total Annual Fund Operating Expenses” were restated to better reflect anticipated expenses of the Fund. “Custodian Fee Credits” were not presented and “Fee Waivers and Expense Reimbursements” were restated in order to reflect the impact of the restated “Other Expenses” while keeping “Total Annual Fund Operating Expenses – Net” at the Fund’s expense limit of 1.13% (plus class specific 12b-1 fees where applicable) which is in effect through November 30, 2011.
7) Comment: In the prospectuses for the Nuveen mutual funds (for example, on page 3 of the prospectus for the funds that are a series of Nuveen Municipal Trust), the Class C Shares are described, in footnote 10, as being subject to a contingent deferred sales charge (“CDSC”) of 1% if redeemed “within less than one year of purchase,” but in the 1-Year line in the expense example the CDSC is not reflected in the expense figure. Please explain why the 1-Year CDSC is not reflected in the 1-Year expense figure in that table.
Response: As discussed during the call, the CDSC for the Nuveen mutual funds operates such that if a shareholder’s holding period prior to a redemption is for an entire period in question (in this case, one year), the CDSC percentage that applies to the redemption is reduced to the percentage applicable to the next longest holding period. In the case of Class C Shares, which imposes a CDSC where the holding period is within one year but not for longer periods, once the shares are held for an entire year there is no CDSC.
8) Comment: In the semi-annual report dated January 31, 2009, for Enhanced Multi-Strategy Managed Accounts Portfolio, the Fund’s portfolio of investments has more than 60% invested in mortgage-backed securities. Consider enhancing prospectus disclosures regarding policies around investment concentration.
Response: The following disclosure was added to the Fund’s prospectus under the heading “Principal Investment Strategies” during the most recently completed annual update (see post-effective amendment filing on November 27, 2009, for Nuveen Managed Accounts Portfolios Trust, SEC Accession No. 0001193125-09-243275):
“In addition, the Portfolio may invest a substantial portion of its assets in mortgage-backed securities, including U.S. agency mortgage-backed securities and commercial mortgage-backed securities.”
In addition, the risk disclosure discussing the risk related to mortgage-backed securities has been revised to indicate that a substantial portion of the fund’s assets may be invested in such securities.
9) Comment: In the semi-annual report dated March 31, 2009, for Nuveen High Yield Bond Fund, the Statement of Operations shows a $9.4 million loss from an interest rate swap. When we reviewed the prospectus for that fund, we did not see the expected high level of disclosure about the risks associated with the fund’s significant exposure to derivatives in general and specifically to interest rate swaps. Please explain how you intend to enhance the prospectus disclosure about the fund’s use of derivatives and the risks associated therewith, or alternatively explain why such enhancements to the existing disclosure is not necessary.
Response: Disclosure regarding the fund’s use of derivatives and the risks associated therewith was enhanced during the fund’s most recently completed annual update (see post-effective amendment filing on February 1, 2010, for Nuveen Investment Trust III, SEC Accession No. 0001193125-10-017408). The two paragraphs below appear in the fund’s summary prospectus dated January 30, 2010, and are marked to show changes from the prior year’s prospectus dated January 30, 2009:
“In an effort to hedge risk, enhance returns, or as a substitute for a position in the underlying asset, the fund also may invest in futures, options, interest rate or total return swaps, credit derivatives or other fixed income derivative instruments. In doing so, the fund may, in certain circumstances, invest a substantial portion of its assets in such derivative instruments.”
“The fund may, in certain circumstances, invest a substantial portion of its assets in derivative instruments, incl
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CORRESP 1 filename1.htm SEC Response Letter April 16, 2010 Ms. Christina DiAngelo U.S. Securities and Exchange Commission 450 5th Street, NW Washington, D.C. 20549 Re: Nuveen Closed-End and Open-End Funds - Sarbanes Oxley Review Dear Christina: This letter addresses your comments provided in a telephone discussion on September 29, 2009. Each comment is shown below followed by our response. Unless otherwise noted, the responses relate to all funds listed on Appendix A attached hereto. 1) Comment: (a) 479 Letters – Nuveen was recently sent 479 letters regarding de-registering funds no longer in existence. Please de-register funds identified within letter. Response: 1(a) We have received the correspondence from the staff and we have prepared and submitted correspondence to the U.S. Securities and Exchange Commission (“SEC”) via IDEA seeking to withdraw the Securities Act registration statements that were pending for the funds identified by the staff. In addition, we have also identified several others funds for which we filed to withdraw pending registration statements prior to filing a Form N-8F for each of those funds. Finally, we have filed a Form N-8F for each of the funds covered by the staff’s correspondence as well as the additional funds identified by us as detailed in the table below. Fund Name CIK Date withdrawal filed with SEC Date N-8F filed with SEC Nuveen North Carolina Municipal Value Fund 0001461194 12-3-2009 3-9-2010 Nuveen High Income Municipal Fund 0001464620 12-3-2009 3-9-2010 Nuveen Virginia Municipal Value Fund 0001461195 12-3-2009 3-9-2010 Nuveen Ohio Municipal Value Fund 0001461196 12-3-2009 3-9-2010 Nuveen Massachusetts Municipal Value Fund 0001461193 12-3-2009 3-9-2010 Nuveen Maryland Municipal Value Fund 0001461192 12-3-2009 3-9-2010 Nuveen Connecticut Municipal Value Fund 0001461191 12-3-2009 3-9-2010 Nuveen High Grade Municipal Income Fund 0001461189 12-3-2009 3-9-2010 Fund Name CIK Date withdrawal filed with SEC Date N-8F filed with SEC Nuveen Multistate Shell Trust 0001018970 12-17-2009 3-9-2010 Nuveen Investment Trust IV 0001071680 12-3-2009 3-9-2010 Nuveen Credit Strategies Fund 0001412349 12-3-2009 3-9-2010 Nuveen Symphony Market Neutral Fund 0001209540 12-3-2009 3-9-2010 Nuveen Connecticut Municipal Income Opportunity Fund 0001424452 12-3-2009 3-9-2010 Nuveen Multi-Currency Income Fund 0001400390 12-3-2009 3-9-2010 Nuveen Municipal High Income Advantage Fund, formerly called Nuveen Municipal High Income Opportunity Fund 3 0001424214 12-3-2009 3-9-2010 Nuveen Washington Premium Income Fund 0000897420 N/A 12/16/2009 Nuveen Floating Rate Fund 0001093189 N/A 1/27/2010 Comment: (b) Two Nuveen funds – Nuveen Floating Rate Fund (Reg. No. 811-09553) and Nuveen Washington Premium Income Municipal Fund (Reg. No. 811-07488) – have apparently ceased operations, but in fact have continued to file their semi-annual reports on Form N-SARs, although they have not continued to file their annual report of proxy votes on Form N-PX. Assuming that these funds in fact have ceased operations, the SEC staff requests that these funds do two things: a. File for termination of their 1940 Act registration on Form N-8F; and b. File all the missed Form N-PXs. Response: 1(b) The SEC staff is correct that each of these funds ceased operations, the former on May 28, 2003, and the latter on September 9, 1999. We have obtained the necessary data and filed a Form N-8F for each of these funds as outlined in the table below. In addition we will also file the Form N-PXs for each fund going back to the date of the first required filing under that Form after its adoption. Fund Name CIK Date N-8F filed with SEC Nuveen Washington Premium Income Fund 0000897420 12/16/2009 Nuveen Floating Rate Fund 0001093189 1/27/2010 2 2) Comment: Amendments to filings made pursuant to Rule 17g-1 on Form 40-17/G should be identified on EDGAR with the filing type 40-17G/A. Response: The funds will identify such filings in the future as requested. 3) Comment: Item 8 of Form N-CSR requires that closed-end funds, in their annual N-CSR filing, describe the compensation structure for all named Portfolio Managers of the fund or funds included in the filing. Specifically, Item 8(a)(3) reads in pertinent part as follows: Describe the structure of, and the method used to determine, the compensation of each Portfolio Manager . . . . For each type of compensation (e.g., salary, bonus, deferred compensation, retirement plans and arrangements), describe with specificity the criteria on which that type of compensation is based, for example, whether compensation is fixed, whether (and, if so, how) compensation is based on the registrant’s pre- or after-tax performance over a certain time period, and whether (and, if so, how) compensation is based on the value of assets held in the registrant’s portfolio. For example, if compensation is based solely or in part on performance, identify any benchmark used to measure performance and state the length of the period over which performance is measured. Instruction 3 to Item 8(a)(3) reads, in pertinent part: This description must clearly disclose any differences between the method used to determine the Portfolio Manager’s compensation with respect to the registrant and other accounts, e.g., if the Portfolio Manager receives part of an advisory fee that is based on performance with respect to some accounts but not the registrant, this must be disclosed. The SEC staff stated that the disclosure about the structure of Portfolio Manager compensation for several funds was inadequate, and needed more detail. The staff gave examples of several of those funds, including: • Nuveen Diversified Dividend and Income Fund (JDD) • Nuveen Tax-Advantaged Total Return Strategy Fund (JTA) • Nuveen Floating Rate Income Fund (JFR) • Nuveen Floating Rate Income Opportunity Fund (JRO) • Nuveen Senior Income Fund (NSL) • Nuveen Equity Premium Income Fund (JPZ) • Nuveen Equity Premium Opportunity Fund (JSN) • Nuveen Equity Premium Advantage Fund (JLA) • Nuveen Equity Premium and Growth Fund (JPG) Response: We have initiated a review of the Portfolio Manager compensation disclosure in our N-CSRs and Statements of Additional Information. As various types of filings for these and other Nuveen funds are made, we have undertaken to revise and expand the Portfolio Manager compensation discussion where appropriate and we will continue to do so as new filings are made. Although we are near the beginning of the twelve-month cycle over which this disclosure will be reviewed and revised, we have found already that it is often not easy to expand the disclosure in a meaningful way, despite the specificity of the Form requirements quoted above. For example, in October we reviewed the Portfolio Manager compensation disclosure for several equity funds managed by Nuveen affiliate, Symphony Asset Management (“SAM”). We held several lengthy 3 discussions with the staff of SAM to better understand their compensation-setting process, and to turn our understanding into disclosure that fully responded to the Form requirements. In that discussion, it became clear to the lawyers responsible for drafting the disclosure that SAM’s actual compensation-setting mechanism was highly subjective, and was not really susceptible to the sort of criteria-specific disclosure required by the Form. For example, investment performance relative to a benchmark is not a specific criterion for compensation-setting by SAM. So, while we did revise and expand the disclosure in an attempt to respond to the Form requirements and to provide the reader with some additional insight into the compensation-setting process, it does not contain all the specific items mentioned in the rule and the instructions thereto, simply because those items do not apply in that case. That disclosure, contained in the post-effective amendment filing on November 2, 2009, for Nuveen Investment Trust, SEC Accession No. 0001193125-09-219820, is as follows: SAM investment professionals receive competitive base salaries and annual bonus payments. Base salaries are determined by SAM’s senior management and reviewed periodically to ensure competitiveness with comparable positions at similar asset management firms. The bonus pool is based in part on SAM’s aggregate management fees which include asset based fees and, for some firm clients (other than mutual funds) performance fees. An investment professional’s bonus compensation is not based on any fixed formula, but is determined by senior management on a discretionary basis, based on senior management’s assessment of the individual professional’s contribution to the firm’s revenue, as well as his or her individual work performance, contribution to the investment team, strategy performance, and overall firm performance. In addition, SAM’s investment professionals may participate in long-term incentive plans which are tied to ongoing year-over-year firm performance, profitability and growth. One complicating factor for the Nuveen funds and this Portfolio Manager compensation disclosure is that the Nuveen funds, of which there are over 200, are managed by fourteen different advisory entities, including affiliates Nuveen Asset Management, Symphony Asset Management, Santa Barbara Asset Management, NWQ Investment Management Company, Tradewinds Global Investors, LLC, Winslow Capital Management, Nuveen Investment Solutions, and Nuveen HydePark Group; and non-affiliates Spectrum Asset Management, Institutional Capital Corporation, Gateway Investment Advisers LLC, Wellington Management Company, LLP, Security Capital Research and Management, Inc., and INTECH Investment Management. Each of these entities has their own compensation-setting arrangements, which are in effect entirely independent of each other, and those arrangements vary widely from firm to firm (and sometimes there are variances between or among different investment teams within an organization). Therefore, there will be little or no commonality between and among the compensation disclosures for each of these entities. 4) Comment: In the Annual Investment Management Agreement Approval Process sections of shareholder reports, consider increasing the specificity as to what the Board is approving and whether they believe such approvals to be reasonable/satisfactory. Response: In the next annual approval of each fund’s investment management agreement, we will work with counsel to the independent trustees of the funds to prepare and submit with the next shareholder report for each fund more specific information as to the factors considered and deemed 4 relevant by the trustees. The process for the trustees’ consideration of the next annual contract renewals began earlier this spring, with a final determination expected to be made by the Board at a regular scheduled meeting at the end of May. The updated disclosure will then be included in the next succeeding shareholder report issued by each fund. 5) Comment: In the prospectuses for the Nuveen mutual funds, custodian fee credits should not be presented as a separate line item within the fee tables. Response: Custodian fee credits have been removed from the fee table presentations. 6) Comment: In the Symphony International Equity Fund prospectus dated November 28, 2009, footnote 9 states that “Other Expenses” have been restated. Please explain what has been restated and why. Response: Nuveen Symphony International Equity Fund commenced operations on May 30, 2008; therefore, the expense ratios presented in the annual report represented only 63 days of operations. “Other Expenses” and “Total Annual Fund Operating Expenses” were restated to better reflect anticipated expenses of the Fund. “Custodian Fee Credits” were not presented and “Fee Waivers and Expense Reimbursements” were restated in order to reflect the impact of the restated “Other Expenses” while keeping “Total Annual Fund Operating Expenses – Net” at the Fund’s expense limit of 1.13% (plus class specific 12b-1 fees where applicable) which is in effect through November 30, 2011. 7) Comment: In the prospectuses for the Nuveen mutual funds (for example, on page 3 of the prospectus for the funds that are a series of Nuveen Municipal Trust), the Class C Shares are described, in footnote 10, as being subject to a contingent deferred sales charge (“CDSC”) of 1% if redeemed “within less than one year of purchase,” but in the 1-Year line in the expense example the CDSC is not reflected in the expense figure. Please explain why the 1-Year CDSC is not reflected in the 1-Year expense figure in that table. Response: As discussed during the call, the CDSC for the Nuveen mutual funds operates such that if a shareholder’s holding period prior to a redemption is for an entire period in question (in this case, one year), the CDSC percentage that applies to the redemption is reduced to the percentage applicable to the next longest holding period. In the case of Class C Shares, which imposes a CDSC where the holding period is within one year but not for longer periods, once the shares are held for an entire year there is no CDSC. 8) Comment: In the semi-annual report dated January 31, 2009, for Enhanced Multi-Strategy Managed Accounts Portfolio, the Fund’s portfolio of investments has more than 60% invested in mortgage-backed securities. Consider enhancing prospectus disclosures regarding policies around investment concentration. Response: The following disclosure was added to the Fund’s prospectus under the heading “Principal Investment Strategies” during the most recently completed annual update (see post-effective amendment filing on November 27, 2009, for Nuveen Managed Accounts Portfolios Trust, SEC Accession No. 0001193125-09-243275): 5 “In addition, the Portfolio may invest a substantial portion of its assets in mortgage-backed securities, including U.S. agency mortgage-backed securities and commercial mortgage-backed securities.” In addition, the risk disclosure discussing the risk related to mortgage-backed securities has been revised to indicate that a substantial portion of the fund’s assets may be invested in such securities. 9) Comment: In the semi-annual report dated March 31, 2009, for Nuveen High Yield Bond Fund, the Statement of Operations shows a $9.4 million loss from an interest rate swap. When we reviewed the prospectus for that fund, we did not see the expected high level of disclosure about the risks associated with the fund’s significant exposure to derivatives in general and specifically to interest rate swaps. Please explain how you intend to enhance the prospectus disclosure about the fund’s use of derivatives and the risks associated therewith, or alternatively explain why such enhancements to the existing disclosure is not necessary. Response: Disclosure regarding the fund’s use of derivatives and the risks associated therewith was enhanced during the fund’s most recently completed annual update (see post-effective amendment filing on February 1, 2010, for Nuveen Investment Trust III, SEC Accession No. 0001193125-10-017408). The two paragraphs below appear in the fund’s summary prospectus dated January 30, 2010, and are marked to show changes from the prior year’s prospectus dated January 30, 2009: “In an effort to hedge risk, enhance returns, or as a substitute for a position in the underlying asset, the fund also may invest in futures, options, interest rate or total return swaps, credit derivatives or other fixed income derivative instruments. In doing so, the fund may, in certain circumstances, invest a substantial portion of its assets in such derivative instruments.” “The fund may, in certain circumstances, invest a substantial portion of its assets in derivative instruments, incl