Nuveen Asset Management, LLC (“NAM”) provides investment advisory services to a broad range
of individual and institutional clients, including open-end and closed-end investment companies
registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and other
pooled investment vehicles (each, a “Fund” and collectively, “Funds”).
NAM also provides investment advisory services to institutional investors through separate account
management under both direct advisory and sub-advisory mandates (“Institutional Separate
Accounts”). In addition, NAM provides investment advisory services to retail separately managed
account (“Retail SMA”) clients through managed account programs (wrap fee and dual contract)
sponsored by broker-dealers and other financial intermediaries (“Program Sponsors”). Although
most services are provided on a discretionary basis, NAM also provides certain services on a non-
discretionary and model portfolio basis.
NAM has been in business for more than 30 years. NAM is a subsidiary of Nuveen Fund Advisors,
LLC (“NFAL”), which is a subsidiary of Nuveen, LLC (“Nuveen”). Nuveen is a subsidiary, and
represents the investment management division, of Teachers Insurance and Annuity Association
of America (also known as “TIAA”), a leading financial services provider. TIAA constitutes the
ultimate principal owner of NAM. See Item 10.
Types of Advisory Services
General
NAM provides investment advisory or sub-advisory services to Funds, Institutional Separate
Accounts and Retail SMAs.
NAM’s investment advisory services are provided generally based on the strategy selected by the
client, subject to agreed-upon account restrictions and guidelines. NAM provides its services in a
broad array of fixed income, equity and other investment strategies, including in the broad
categories of municipal bonds, taxable fixed income, global and international, value, growth and
core equities, public real assets, asset allocation, quantitative/enhanced, responsible investing,
alternative, tax advantaged and customized strategies. Depending on the particular strategy, NAM
invests in a variety of securities and other investments, including in certain cases derivatives, and
employs different investment techniques. Certain strategies include an allocation to Funds,
including Funds affiliated with NAM or its affiliates. Certain strategies include elements of other
strategies and may be customized to meet the individualized needs of NAM’s clients. For additional
information on NAM’s main strategies and principal risk factors, please see Item 8.
NAM’s portfolio managers are generally responsible for the investment decisions with respect to
the investment strategy selected by a client, including identification and selection of specific
securities and investments to be purchased in light of current and anticipated economic and market
conditions, in consideration of account guidelines, limitations and information relating to the client,
legal restrictions and NAM internal strategy guidelines. NAM provides its services in single strategy
accounts, and alone or together with certain affiliated and unaffiliated advisers, in combined and
multi-strategy accounts. To the extent permitted by applicable law, NAM also may appoint affiliated
and unaffiliated investment sub-advisers (“Subadvisers”) to provide advisory services including
discretionary portfolio management to all or a portfolio of assets of one or more Funds, Institutional
Separate Accounts, or Retail SMAs.
Typically, a client or NAM generally may terminate its agreement at any time by providing thirty (30)
days written notice. For Institutional Separate Accounts, termination provisions vary by contract
and for Retail SMAs, termination provisions vary by wrap fee program. Fees paid in advance are
refunded on a pro rata basis if the service is terminated within the payment period.
NAM manages multiple accounts with different investment objectives, guidelines and policies, and
with different fee structures. For example, certain accounts are long-only while other accounts are
long-short. Further, certain accounts pay performance fees. The management of these accounts
gives rise to potential conflicts of interest because NAM has an incentive to favor one account over
another. See Item 6.
In periods of market volatility, NAM may be unable to invest new money contributed to an account,
or proceeds from the sale of securities, as quickly as it might have been able to do under normal
market conditions. Similarly, NAM may be unable to sell securities to raise cash, or to accommodate
a terminating client’s request to sell securities, as quickly, or at favorable prices, as it might have
been able to do under normal market conditions. Depending on market movements, such delays
could have an adverse impact on client accounts. In such periods of market volatility, NAM, when
deemed advisable, also may deviate from its normal trading practices with respect to sequencing
and allocation of transactions.
Institutional Separate Accounts
NAM provides advisory services to U.S and non-U.S. institutional clients including pension funds,
profit sharing funds, charitable institutions, banks and thrift institutions, trust accounts, corporations,
insurance companies, and public entities, including municipalities, states and related agencies. The
fees and services for each such arrangement are individually negotiated, depending on factors
such as asset class, pre-existing relationship, portfolio complexity, client type and account size or
other special circumstances. See Item 5.
Retail SMAs
NAM provides investment advisory services to Retail SMAs through wrap fee and dual contract
managed account programs. In traditional wrap fee programs, NAM provides its advisory services
pursuant to an advisory agreement with the wrap fee Program Sponsor. Wrap fee programs typically
include comprehensive custody, financial advisory and certain trading (provided by the Program
Sponsor or a broker designated by the Program Sponsor) and investment advisory services
(provided by the manager) for a bundled fee payable to the wrap fee Program Sponsor (“Wrap Fee
Programs”).
In a dual contract Retail SMA program, NAM provides its advisory services pursuant to an advisory
agreement directly with the client or the client’s financial advisory firm. A client may separately
arrange with one or more third parties for custody, financial advisory and certain trading services
to be provided on a partially-bundled or unbundled basis. In a partially-bundled program, certain of
such services (typically custody, financial advisory, and certain trading) are provided for a bundled
fee arrangement. In an unbundled arrangement, such services are contracted, provided and paid
for separately.
For Retail SMAs, NAM is appointed to act as an investment adviser through a process generally
administered or assisted by the Program Sponsor. Clients participating in a program, generally with
assistance from the Program Sponsor, may select NAM to provide investment advisory services
for their account (or a portion thereof) for a particular strategy. NAM provides investment advisory
services based upon the particular needs of the program client as reflected in information provided
to NAM by the Program Sponsor, and will generally make its representatives available for
communication as reasonably requested by clients and/or Program Sponsors.
Clients are encouraged to consult their own financial advisors and legal and tax professionals on
an initial and continuous basis in connection with selecting and engaging the services of an
investment manager for a particular strategy and participating in a wrap, dual contract or other
managed account program. In the course of providing services to Retail SMAs who have financial
advisors, NAM generally relies on information or directions communicated by the financial advisor
acting with apparent authority on behalf of its client.
NAM seeks to commence management of an account as soon as practicable after review of the
account documentation in good form, acceptance of its appointment as adviser and contribution of
assets to the client’s account. The time required to commence management varies depending on
the time required to complete these steps, the efficiency of the Program Sponsor and/or other third
parties, and the time required to establish an appropriate portfolio.
The timing required to fully invest an account depends on multiple factors, including the particular
strategy and guidelines; market conditions; availability of desirable securities; the amount of cash
versus legacy securities used to fund a new account; and if legacy securities are used, the
characteristics of such legacy securities, among others. For some strategies, such as certain
municipal bond strategies where the supply of appropriate bonds is limited, it may take several
weeks or longer to fully invest a client account. As a result of the foregoing, some accounts may
become fully invested more quickly than other accounts, and in some cases a new account may
become fully invested more quickly than an older account.
Except as otherwise agreed upon by NAM and the client, including during the invest-up period.
NAM does not have any responsibility for the selection of the residual cash management
investment vehicle utilized by the client. Clients, their consultants, their financial advisors and/or
their custodians select the relevant residual cash management investment vehicle. Given that NAM
does not have any responsibility for the selection of the residual cash management investment
vehicle utilized by the client, during the invest up period for new municipal bond strategy accounts,
cash balances in an account generally default to the cash management vehicle(s) that are made
available for a particular advisory program or by the custodian and selected by the client or their
financial advisors. Subject to acceptance by NAM and internal procedures, NAM may
accommodate directions from a client or their financial advisor to invest cash balances in an
alternative(s) to the default cash management vehicle(s) during the invest up period for new
municipal bond strategy accounts, which alternative may include an Affiliated Fund (as defined
below) that has no fund-level management fee. NAM reserves the right to determine the availability
of such accommodations, including investment in such Affiliated Fund, in its discretion based on
business factors it deems relevant.
NAM maintains procedures for executing specific transactions directed by a client or its financial
advisor in a client’s account for tax reasons. Under these procedures, NAM will generally follow the
directions of a client or its financial advisor regarding harvesting tax losses or gains, subject to
certain scope, amount and timing limitations. Generally, the directions entail a repurchase of the
sold security after the “wash sale” (thirty (30) day) period (e.g., in the case of equities), or a
purchase of another appropriate security (e.g., in the case of bonds). NAM generally relies in good
faith on directions communicated by a financial advisor acting with apparent authority on behalf of
its client. Certain NAM strategies, such as Tax Advantaged Large Cap and Tax Advantaged
Balanced, incorporate tax optimization methodologies, including tax loss harvesting, as part of the
investment strategy. The methodologies and processes for such strategies differ from those utilized
for client-directed transaction.
In providing such directions, the client and its financial advisor are responsible for understanding
the merits and consequences of their directions in light of the client’s particular tax situation. Daily
market fluctuations may affect the dollar amount of gain or loss with respect to certain investment
decisions. The monetary benefit derived from tax loss selling, for example, may not exceed the risk
of not being fully invested during that time. Executing tax sales (and repurchases) may adversely
affect performance. NAM is not a tax advisor, and therefore clients should consult with their tax
specialist to review their particular tax situation.
NAM may invest in exchange traded funds (“ETFs”) or other pooled vehicles, including during the
wash sale period. ETFs and other funds have certain imbedded costs, including management fees,
of which the client account will bear a proportionate share while it is invested in the ETF or other
fund.
NAM may provide or make available at no charge various reports or materials to certain managed
account Program Sponsors and other financial intermediaries who typically use NAM services and
products. These reports may analyze a prospective client’s current holdings or show the effect of
performance of a NAM composite over a particular time period in a manner directed by the Program
Sponsor or intermediary. Such reports are not intended to constitute investment advice, research
or recommendations.
Certain Retail SMA programs impose policies and restrictions that limit the trading and investment
options (such as participating in new issues, investing in certain securities, trading with certain
broker-dealers, etc.) that would otherwise be available for Institutional Separate Accounts and
Funds. As a result, Retail SMAs may be excluded from potentially attractive trading and investment
opportunities. Clients should consult with their financial advisors regarding the terms and features
of their Retail SMA program.
Advisory Services to Funds
NAM also provides investment management services to a variety of Funds, including 1940 Act
registered Funds (e.g., mutual funds, closed-end funds, ETFs) and non-1940 Act registered Funds.
Non-1940 Act registered funds include, bank collective investment trusts (CITs), private funds
(including but not limited to collateralized debt obligation (CDO), collateralized loan obligation
(CLO) funds, and other private funds investing in other varying asset classes), and offshore funds.
As discussed further in Item 11, NAM affiliates (including TIAA) may invest (e.g., seed capital) in
certain Funds.
In connection with its advisory services to a Fund, NAM or any advisory affiliate or any person
under common control with NAM (“Related Persons”) providing services to such Fund generally
receive advisory, administration, co-administration and/or distribution fees from the Fund and/or
from investment advisers to the Fund. Clients should carefully review the Funds’ prospectuses or
other offering documents for more detailed information regarding a Fund to which NAM provides
investment services.
In the absence of a formalized advisory arrangement, investors in Funds advised or subadvised by
NAM will not be advisory clients of NAM, with respect to the investment in the respective Fund, and
NAM will not provide investment advice or recommendations with respect to the merits and
suitability of the particular Fund investment(s) and investment decision(s) for the particular investor.
Investors in Funds advised or subadvised by NAM are encouraged to consult their own financial,
tax and legal advisors regarding such decisions. Nuveen Fund shares are available through many
unaffiliated broker-dealers and other financial services firms.
Non-Discretionary Accounts and Model Portfolio Advice
For certain strategies, NAM provides certain non-discretionary or model portfolio investment
services to clients that may include banks, broker-dealers and other financial services firms, and
other investors. Such services may include asset allocation advice, equity and fixed income
research and model portfolio recommendations for a variety of investment styles. Model portfolios
may relate to the same strategies that are also offered or utilized through discretionary accounts.
The recommendations implicit in the model portfolios provided to the model recipient (e.g., Program
Sponsor, overlay manager or manager) may reflect recommendations being made by NAM
contemporaneously to, or investment advisory decisions made contemporaneously for, similarly
situated discretionary clients of NAM. As a result, NAM may have already commenced trading for
its discretionary client accounts before the Program Sponsor or overlay manager has received or
had the opportunity to evaluate or act on NAM’s recommendations. In this circumstance, trades
ultimately placed by the Program Sponsor or overlay manager for its clients may be subject to price
movements, particularly with large orders or where the securities are thinly traded, that may result
in model-based program clients receiving prices that are less favorable than the prices obtained by
NAM for its discretionary client accounts. On the other hand, the model recipient may initiate trading
based on NAM’s recommendations before or at the same time NAM is also trading for its
discretionary client accounts. Particularly with large orders or where the securities are thinly traded,
this could result in NAM’s discretionary clients receiving prices that are less favorable than prices
that might otherwise have been obtained absent the Program Sponsor or overlay manager’s trading
activity. Because NAM does not control the model recipient’s execution of transactions for its client
accounts, NAM cannot control the market impact of such transactions to the same extent that it
would for its discretionary client accounts.
Where NAM participates in model-based managed accounts programs, the model-based Program
Sponsor or overlay manager is generally responsible for investment decisions and performing
many other services and functions typically handled by NAM in a traditional discretionary managed
account program. Unless NAM has discretion, NAM does not consider itself to have an advisory
relationship with clients of the Program Sponsor or overlay manager of a model-based program.
To the extent that this Form ADV Part 2A is delivered to program clients with whom NAM has no
advisory relationship, or under circumstances where it is not legally required to be delivered, it is
provided for informational purposes only. Furthermore, because a model-based Program Sponsor
or overlay manager generally exercises investment discretion and, in many cases, brokerage
discretion, performance and other information relating to NAM’s services for which it exercises
investment and/or brokerage discretion is
generally provided for informational purposes only, and
may not be representative of model-based program client results or experience. NAM is not
responsible for overseeing the provision of services by a model-based Program Sponsor and
cannot assure the quality of its services.
Retail SMA Program Multiple Strategy Accounts (MSAs)
NAM provides overlay and advisory services for clients in certain multiple investment strategy
accounts (“MSA”) in Retail SMA programs. An MSA is a single client account that consists of
multiple underlying investment strategies where the specific strategies, the target allocation of such
strategies and the investment advisers to such strategies are generally determined by the Program
Sponsor or agreed to by a client as part of a packaged combination. MSAs generally include
allocations to one or more investment advisers to manage distinct portions of the MSA (each, a
“sleeve”) on a discretionary basis in accordance with a specific investment strategy, but may also
include allocations to Funds (including Affiliated Funds), depending on the particular MSA strategy.
MSAs may include combinations of equity strategies (e.g., growth, value, core, large cap, mid cap,
small cap, all cap, U.S., international, global, etc.), fixed income strategies (e.g., taxable, municipal
bond, investment grade, high yield, etc.) and/or other asset classes depending on the particular
MSA strategy. MSAs include certain tax advantaged strategies, such as Tax Advantaged Balanced,
which are described below.
NAM or another investment adviser generally serves as overlay manager for MSAs. When serving
as overlay manager for MSAs, NAM generally provides non-discretionary or model-based
investment advisory and administrative services. NAM’s overlay services for MSAs also entail new
account administration, implementation and execution of investment directions for certain sleeves,
tax loss selling, rebalancing according to the target allocation for certain MSA products,
coordinating among any adviser or Subadvisers of MSA sleeves for investment purposes and other
overlay manager responsibilities.
In addition to serving as overlay manager, depending on the particular MSA and program, NAM
generally also serves as the discretionary investment adviser for one or more sleeves in certain
strategies, such as Municipal Fixed Income, Taxable Fixed Income, and Equity strategies. Please
see the relevant items of this Brochure with respect to such strategies. For detailed information
about sleeves not managed by NAM, please refer to the applicable adviser’s Form ADV; any
description of a such adviser’s services or practices contained herein is qualified in its entirety by
the applicable adviser’s Form ADV.
Certain MSA products may not include rebalancing services. In these arrangements, the value of
a sleeve may vary over time, resulting in overall MSA allocations that can vary materially over time.
Where NAM or another investment adviser does not perform rebalancing of the MSA, a client (and
the client’s financial advisor) should review its account and its sleeve allocations periodically.
Clients should consult with their financial advisors regarding the terms and features of, and the
services NAM provides to, their MSAs. The material risk factors relating to the MSAs are described
more fully in Item 8 under “Retail SMA Program Multiple Strategy Accounts (MSAs) Risks”.
Multi-Asset Class Investments
NAM provides investment services and strategies to Funds, defined benefit pension plans,
foundations and endowments, insurance company separate accounts and general accounts, and
other institutional investors or financial intermediaries, primarily in the areas of multi-asset class
solutions, structured portfolio solutions including volatility management and option overlay.
Depending on the mandate, services may include discretionary or non-discretionary portfolio
management services; model portfolio creation and management; allocation services; analysis;
research; modeling and scenario analysis; assisting in the development of or making
recommendations regarding investment objectives, strategies, or metrics; and/or coordination
among underlying investment strategies. These services are generally developed in close
consultation with a client and/or its advisors, and, depending on the mandate, are provided on a
discretionary, non-discretionary or consulting basis. Conflicts of interest may arise given the
multiple potential services that NAM may collectively provide. See Items 8 and 10. NAM generally
provides advisory services to account strategies that contemplate, with respect to all or a material
portion of an account, an allocation to Affiliated Funds, affiliated products and/or affiliated advisers,
including NAM. This structure results in more aggregate revenue to NAM and its affiliates than
would result from an allocation to unaffiliated Funds, products and/or advisers.
NAM offers a broad range of strategic and tactical allocation and related investment management
and administrative services, which can vary widely depending on the particular arrangement. NAM
will propose, select and/or invest in or through other Funds and/or Subadvisers, on a discretionary,
non-discretionary and/or model portfolio basis. Allocations are generally to Funds, including Funds
advised by advisers under common control with NAM (i.e., “Affiliated Funds”), and/or through
separate accounts advised by Subadvisers, including Subadvisers under common control with
NAM (i.e., “Affiliated Subadvisers”). NAM also may use unaffiliated strategies, including both Funds
and separate accounts and/or Subadvisers and other securities and investments, depending on
the arrangement. NAM generally provides advisory services to multi-asset class account strategies
that contemplate, with respect to all or a material portion of an account, an allocation to Affiliated
Funds, affiliated products and/or affiliated advisers, including NAM. This structure results in more
aggregate revenue to NAM and its affiliates than would result from an allocation to unaffiliated
Funds, products and/or advisers. Certain allocation strategies also include the use of derivatives.
Some allocation strategies are diversified across numerous asset classes whereas others are
concentrated in particular asset classes or market segments. In certain designated strategies, NAM
may consider the impact of taxation and seek to create tax efficiencies. Allocation services can
reflect a wide range of approaches, including, without limitation: an active (or tactical) approach
with changes to allocations and portfolio composition in response to the views of NAM and factors
such as changing market and economic conditions and sentiments; a less active (or strategic)
approach with rebalancing to a fixed target allocation on a periodic basis or within bands of
tolerance; or more limited services that may or may not include subsequent portfolio changes or
rebalancing. Some services are more administrative in nature, and do not reflect the exercise of
investment discretion.
Tax Advantaged Strategies
Certain strategies in the Retail SMA channel, such as Tax Advantaged Large Cap and Tax
Advantaged Balanced, incorporate tax optimization methodologies, including tax loss harvesting,
as part of the investment strategy. These strategies employ certain software and quantitative
approaches that seek to manage investment activity in a more tax efficient manner. The tax
optimization methodologies typically include (i) tax management techniques such as tax loss
harvesting, gain deferral and/or appropriate tax lot selection and (ii) seeking to maximize after-tax
returns by altering the investment holdings and/or percentages in a manner that is intended to
optimize after tax results while seeking to match the material strategy objective and characteristics.
For available strategies, the client may select among different levels of tax optimization. The use
of a tax optimization methodologies for tax advantaged strategies will cause differences in the
holdings and/or percentages for the strategy or sleeve (for MSAs) compared to a substantially
similar strategy or sleeve without tax optimization, and these differences could be material based
on the level of tax optimization selected and other factors. These differences could result in higher
or lower performance results compared to the strategy or sleeve (for MSAs) that do not utilize tax
optimization methodologies. There is also material risk that any discrepancy between the client’s
tax rate applied for optimization purposes and the client’s actual tax rates, the presence of current
or future capital loss carryforwards, and other client specific tax circumstances may materially and
negatively affect the client’s actual returns. The tax optimization process is also subject to certain
licensed software, which is subject to the risks associated with such technology. Tax advantaged
strategies are also subject to various factors and a successful implementation and execution of any
tax optimization methodologies is not assured. NAM does not provide tax or accounting advice,
and clients are encouraged to consult with their own professional advisors with respect to the
suitability and selection of a strategy that employs tax optimization methodologies. See Technology
Risk in Item 8 below. The methodologies utilized by tax advantaged strategies are separate and
distinct and may differ from the methodologies utilized for transactions directed by a client or its
financial advisor for tax-related purposes.
NAM has entered into subadvisory and other arrangements with Brooklyn Investment Group, LLC
for certain tax advantaged strategies. Under such arrangements, Brooklyn Investment Group, LLC
provides overlay and equity portfolio management services and NAM provides fixed income
portfolio management services for certain Retail SMA offerings. See Item 10 below for information
on the affiliation with Brooklyn Investment Group, LLC.
Formalization and Scope of Advisory Services
NAM formalizes its advisory relationship with a client through certain protocols such as the
execution of an investment advisory agreement with the client (e.g., for Retail SMA dual contract
and Institutional Separate Accounts) or the acceptance of new account documentation with respect
to such client (e.g., for a discretionary Wrap Fee Program client). NAM does not provide advice
outside of the confines of a formal advisory arrangement. Communications made in the marketing
and sales process (including requests for proposals, requests for information, portfolio reviews,
general written materials on products, strategies, and services, educational materials, etc.) are not
intended and should not be relied upon as advice or a recommendation. Prior to the formalization
of an advisory relationship, prospective clients and existing clients (with respect to new or different
services) should make any decisions regarding any specific course of action based on their own
needs and circumstances and in consultation with their own independent advisors.
For the avoidance of doubt, nothing shall prohibit or impede a client from voluntarily or otherwise
communicating directly with or providing information to any governmental or regulatory authority
about their accounts, any underlying facts or circumstances, or disputes or concerns.
NAM’s services are limited to the scope of a formalized arrangement with respect to specific
services (e.g., discretionary investment management to a particular strategy). NAM does not
provide any fiduciary services outside of such formalized arrangement. Any NAM communication
outside the scope of a formalized arrangement to any prospect, client, financial advisor or other
intermediary should not be relied upon as advice or a recommendation.
Different products, services and strategies provided by NAM (and those offered or made available
through various intermediaries, financial advisors and Program Sponsors) have different features,
terms and conditions, risks, and direct and indirect compensation and profitability, among other
things. Therefore, NAM (and an adviser) may have differing incentives and interests in marketing,
offering, providing or making available different products, services or strategies. Prospects and
clients, with the advice of their independent advisors, should carefully determine and select the
products, services and strategies that best meet their needs.
Investment Restrictions
Institutional Separate Accounts and Retail SMAs
NAM’s discretionary authority over an account is generally subject to directions, investment
guidelines and limitations imposed by the client and, in the case of a Retail SMA, the Program
Sponsor. NAM seeks to follow reasonable directions, investment guidelines and limitations.
Although NAM seeks to provide individualized investment advice to its discretionary client
accounts, NAM will not be able to accommodate investment restrictions that are unduly
burdensome or materially incompatible with NAM’s investment approach (including restrictions
affecting more than a stated percentage of the account), and reserves the right to decline to accept,
or to terminate, client accounts with such restrictions.
Funds and Other Pooled Investment Vehicles
When NAM exercises discretionary authority with respect to a Fund’s assets, it seeks to do so in a
manner that is consistent with the Fund’s investment objectives, strategies and limitations as
disclosed in the Fund’s prospectus or other applicable disclosure documents. NAM’s discretion is
also subject to the oversight of the Fund’s governing body (e.g., board of directors) and also may
be subject to the oversight of another investment adviser.
Wrap Fee Programs
The services provided by NAM to Retail SMAs may differ from the services provided to its Institutional
Separate Accounts and other clients who do not participate in Wrap Fee Programs. The investment
strategies NAM uses in managing Wrap Fee Program accounts are similar to those offered to its
other clients, but may involve fewer securities holdings due to smaller account sizes, and less ability
for customization. There may be limitations on the ability of Retail SMAs to invest in equity initial
public offerings and non-U.S. ordinary securities. In many cases there are limitations on the ability
of NAM in the ordinary course to communicate directly, on its own initiative, with program clients,
without going through the Program Sponsor. Also strategies, restrictions and guidelines may vary
among programs.
In consideration for providing investment management services to Wrap Fee Program accounts,
NAM receives a portion of the wrap fee paid by Wrap Fee Program participants to the Program
Sponsor. For dual contract accounts, NAM generally receives its fees directly from the client.
When trading equity securities for accounts in Retail SMA programs, NAM will typically trade
directly through the Program Sponsor or the Program Sponsor’s broker-dealer affiliate. In Wrap
Fee Programs that permit NAM to trade away from the Program Sponsor or its broker-dealer
affiliate, for certain investment strategies and asset classes other than equity securities, when NAM
believes such Program Sponsor or its affiliate cannot provide best price or execution under the
circumstances, NAM will trade away from such parties. For municipal bond strategies, NAM
generally trades away from the Retail SMA Program Sponsor all or substantially all of the time, and
trades away certain other fixed income strategies (including preferred securities) depending on the
particular type and characteristics of the security and marketplace conditions. When trading away
from a Program Sponsor or its broker-dealer affiliate, clients generally incur transaction and other
costs and fees in addition to the wrap fee. These fees are generally in the form of mark-ups, mark-
downs and spreads (and commissions in the case of certain exchange-traded preferred securities)
earned by the relevant securities broker-dealer (not NAM or a NAM affiliate) and trade-away fees,
which include electronic trading platform fees, that are in addition to the wrap fee payable to the
Program Sponsor. These fees are built into the price of the securities and generally are not shown
separately in a trade confirmation or account statement. Wrap Fee Program clients in certain
international and global strategies will incur fees and costs associated with the purchase of non-
U.S. securities in ordinary form and conversion of such ordinary shares into American Depositary
Receipts (“ADRs”) and other depositary receipts, in addition to the wrap fee payable to the Program
Sponsor.
Depending upon the level of the wrap fee charged by a Program Sponsor, the amount of portfolio
activity in a client’s account, the value of the custodial and other services that are provided under
a Wrap Fee Program arrangement and other factors, a wrap fee client should consider whether the
wrap fee would exceed the aggregate cost of such services if they were to be provided separately.
Similarly, a non-wrap fee program client paying separate fees should consider whether the fees
charged by different parties for custody, advisory services, portfolio management services,
securities execution and other services would exceed the aggregate cost of such services if they
were provided in a wrap fee arrangement. Some broker-dealers serving as custodian charge fees
for settling transactions executed through other broker-dealers.
Wrap Fee Program clients should review all materials relating to their program (including the
program brochure) regarding the program’s terms, conditions and fees, and consider the
advantages, disadvantages and overall appropriateness of the program in light of the client’s
particular circumstances.
Assets Under Management
As of December 31, 2023, NAM’s total assets under management (AUM) were approximately
$255.3 billion (comprised of approximately $239.6 billion in discretionary assets and $15.7 billion
in non-discretionary and model portfolio assets). Total AUM excludes assets subject to certain
consulting services.