Statement of Assets and Liabilities
May 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
NKG
|
|
|
NMY
|
|
|
NMT
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Long-term investments, at value (cost $207,021,553, $505,401,414 and $193,787,873, respectively)
|
|
$
|
219,475,020
|
|
|
$
|
526,951,937
|
|
|
$
|
205,986,380
|
|
Short-term investments, at value (cost $142,192, $ — and $ —, respectively)
|
|
|
147,195
|
|
|
|
—
|
|
|
|
—
|
|
Cash
|
|
|
563,546
|
|
|
|
2,399,036
|
|
|
|
1,965,963
|
|
Receivable for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
2,890,906
|
|
|
|
8,245,260
|
|
|
|
2,924,911
|
|
Investments sold
|
|
|
715,000
|
|
|
|
8,309,174
|
|
|
|
—
|
|
Other assets
|
|
|
3,824
|
|
|
|
34,392
|
|
|
|
9,060
|
|
Total assets
|
|
|
223,795,491
|
|
|
|
545,939,799
|
|
|
|
210,886,314
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash overdraft
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Floating rate obligations
|
|
|
19,600,000
|
|
|
|
28,405,000
|
|
|
|
—
|
|
Payable for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
404,947
|
|
|
|
1,055,750
|
|
|
|
403,314
|
|
Interest
|
|
|
68,215
|
|
|
|
110,287
|
|
|
|
—
|
|
Investments purchased - regular settlement
|
|
|
—
|
|
|
|
2,168,872
|
|
|
|
—
|
|
Investments purchased - when-issued/delayed-delivery settlement
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Adjustable Rate MuniFund Term Preferred (“AMTP”) Shares, net of deferred offering costs
|
|
|
|
|
|
|
|
|
|
|
|
|
(liquidation preference $58,500,000, $182,000,000 and $ —, respectively)
|
|
|
58,436,706
|
|
|
|
181,896,908
|
|
|
|
—
|
|
MuniFund Preferred (“MFP”) Shares, net of deferred offering costs
|
|
|
|
|
|
|
|
|
|
|
|
|
(liquidation preference $ — $ — and $ —, respectively)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Variable Rate Demand Preferred (“VRDP”) Shares, net of deferred offering costs
|
|
|
|
|
|
|
|
|
|
|
|
|
(liquidation preference $ —, $ — and $74,000,000, respectively)
|
|
|
—
|
|
|
|
—
|
|
|
|
73,739,043
|
|
Accrued expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Management fees
|
|
|
112,915
|
|
|
|
268,786
|
|
|
|
110,025
|
|
Trustees fees
|
|
|
1,941
|
|
|
|
34,894
|
|
|
|
2,016
|
|
Other
|
|
|
57,044
|
|
|
|
86,540
|
|
|
|
60,296
|
|
Total liabilities
|
|
|
78,681,768
|
|
|
|
214,027,037
|
|
|
|
74,314,694
|
|
Net assets applicable to common shares
|
|
$
|
145,113,723
|
|
|
$
|
331,912,762
|
|
|
$
|
136,571,620
|
|
Common shares outstanding
|
|
|
10,399,813
|
|
|
|
23,099,664
|
|
|
|
9,322,751
|
|
Net asset value (“NAV”) per common share outstanding
|
|
$
|
13.95
|
|
|
$
|
14.37
|
|
|
$
|
14.65
|
|
|
|
Net assets applicable to common shares consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares, $0.01 par value per share
|
|
$
|
103,998
|
|
|
$
|
230,997
|
|
|
$
|
93,228
|
|
Paid-in surplus
|
|
|
137,125,843
|
|
|
|
324,924,292
|
|
|
|
129,292,650
|
|
Total distributable earnings
|
|
|
7,883,882
|
|
|
|
6,757,473
|
|
|
|
7,185,742
|
|
Net assets applicable to common shares
|
|
$
|
145,113,723
|
|
|
$
|
331,912,762
|
|
|
$
|
136,571,620
|
|
Authorized shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Unlimited
|
|
|
Unlimited
|
|
|
Unlimited
|
|
Preferred
|
|
Unlimited
|
|
|
Unlimited
|
|
|
Unlimited
|
|
See accompanying notes to financial statements.
84
|
|
|
|
|
|
|
|
|
|
|
|
NMS
|
|
|
NOM
|
|
|
NPV
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Long-term investments, at value (cost $127,503,581, $47,434,249 and $376,731,584, respectively)
|
|
$
|
133,222,440
|
|
|
$
|
50,021,398
|
|
|
$
|
401,925,794
|
|
Short-term investments, at value (cost $2,615,000, $ — and $ —, respectively)
|
|
|
2,615,000
|
|
|
|
—
|
|
|
|
—
|
|
Cash
|
|
|
489,324
|
|
|
|
155,927
|
|
|
|
—
|
|
Receivable for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
1,737,021
|
|
|
|
520,134
|
|
|
|
5,135,113
|
|
Investments sold
|
|
|
1,109,583
|
|
|
|
5,016
|
|
|
|
4,103,751
|
|
Other assets
|
|
|
3,808
|
|
|
|
6,717
|
|
|
|
28,163
|
|
Total assets
|
|
|
139,177,176
|
|
|
|
50,709,192
|
|
|
|
411,192,821
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash overdraft
|
|
|
—
|
|
|
|
—
|
|
|
|
2,623,816
|
|
Floating rate obligations
|
|
|
—
|
|
|
|
600,000
|
|
|
|
20,350,000
|
|
Payable for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
251,175
|
|
|
|
81,182
|
|
|
|
798,201
|
|
Interest
|
|
|
—
|
|
|
|
4,123
|
|
|
|
119,042
|
|
Investments purchased - regular settlement
|
|
|
32,467
|
|
|
|
175,916
|
|
|
|
—
|
|
Investments purchased - when-issued/delayed-delivery settlement
|
|
|
366,872
|
|
|
|
—
|
|
|
|
—
|
|
Adjustable Rate MuniFund Term Preferred (“AMTP”) Shares, net of deferred offering costs
|
|
|
|
|
|
|
|
|
|
|
|
|
(liquidation preference $52,800,000, $ —,and $ —, respectively)
|
|
|
52,755,713
|
|
|
|
—
|
|
|
|
—
|
|
MuniFund Preferred (“MFP”) Shares, net of deferred offering costs
|
|
|
|
|
|
|
|
|
|
|
|
|
(liquidation preference $ —, $18,000,000 and $ —, respectively)
|
|
|
—
|
|
|
|
17,779,188
|
|
|
|
—
|
|
Variable Rate Demand Preferred (“VRDP”) Shares, net of deferred offering costs
|
|
|
|
|
|
|
|
|
|
|
|
|
(liquidation preference $ —, $ — and $128,000,000, respectively)
|
|
|
—
|
|
|
|
—
|
|
|
|
127,648,200
|
|
Accrued expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Management fees
|
|
|
70,283
|
|
|
|
25,870
|
|
|
|
203,215
|
|
Trustees fees
|
|
|
1,334
|
|
|
|
481
|
|
|
|
25,814
|
|
Other
|
|
|
55,394
|
|
|
|
46,222
|
|
|
|
86,208
|
|
Total liabilities
|
|
|
53,533,238
|
|
|
|
18,712,982
|
|
|
|
151,854,496
|
|
Net assets applicable to common shares
|
|
$
|
85,643,938
|
|
|
$
|
31,996,210
|
|
|
$
|
259,338,325
|
|
Common shares outstanding
|
|
|
5,782,386
|
|
|
|
2,345,797
|
|
|
|
17,878,247
|
|
Net asset value (“NAV”) per common share outstanding
|
|
$
|
14.81
|
|
|
$
|
13.64
|
|
|
$
|
14.51
|
|
Net assets applicable to common shares consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares, $0.01 par value per share
|
|
$
|
57,824
|
|
|
$
|
23,458
|
|
|
$
|
178,782
|
|
Paid-in surplus
|
|
|
80,893,613
|
|
|
|
30,627,194
|
|
|
|
250,140,598
|
|
Total distributable earnings
|
|
|
4,692,501
|
|
|
|
1,345,558
|
|
|
|
9,018,945
|
|
Net assets applicable to common shares
|
|
$
|
85,643,938
|
|
|
$
|
31,996,210
|
|
|
$
|
259,338,325
|
|
Authorized shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Unlimited
|
|
|
Unlimited
|
|
|
Unlimited
|
|
Preferred
|
|
Unlimited
|
|
|
Unlimited
|
|
|
Unlimited
|
|
See accompanying notes to financial statements.
85
Year Ended May 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
NKG
|
|
|
NMY
|
|
|
NMT
|
|
Investment Income
|
|
$
|
8,066,896
|
|
|
$
|
21,331,401
|
|
|
$
|
7,852,691
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Management fees
|
|
|
1,357,649
|
|
|
|
3,274,650
|
|
|
|
1,322,651
|
|
Interest expense and amortization of offering costs
|
|
|
1,594,860
|
|
|
|
4,492,096
|
|
|
|
1,575,172
|
|
Custodian fees
|
|
|
31,084
|
|
|
|
70,106
|
|
|
|
35,836
|
|
Trustees fees
|
|
|
5,268
|
|
|
|
13,620
|
|
|
|
5,478
|
|
Professional fees
|
|
|
36,611
|
|
|
|
47,478
|
|
|
|
34,348
|
|
Shareholder reporting expenses
|
|
|
21,766
|
|
|
|
40,563
|
|
|
|
15,798
|
|
Shareholder servicing agent fees
|
|
|
15,367
|
|
|
|
21,087
|
|
|
|
789
|
|
Stock exchange listing fees
|
|
|
6,881
|
|
|
|
6,881
|
|
|
|
6,881
|
|
Investor relations expenses
|
|
|
11,862
|
|
|
|
29,335
|
|
|
|
12,169
|
|
Other
|
|
|
32,263
|
|
|
|
64,317
|
|
|
|
37,277
|
|
Total expenses
|
|
|
3,113,611
|
|
|
|
8,060,133
|
|
|
|
3,046,399
|
|
Net investment income (loss)
|
|
|
4,953,285
|
|
|
|
13,271,268
|
|
|
|
4,806,292
|
|
Realized and Unrealized Gain (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gain (loss) from investments
|
|
|
(719,960
|
)
|
|
|
(2,449,067
|
)
|
|
|
125,397
|
|
Change in net unrealized appreciation (depreciation) of investments
|
|
|
1,377,176
|
|
|
|
(8,668,995
|
)
|
|
|
(1,022,034
|
)
|
Net realized and unrealized gain (loss)
|
|
|
657,216
|
|
|
|
(11,118,062
|
)
|
|
|
(896,637
|
)
|
Net increase (decrease) in net assets applicable to common shares
|
|
|
|
|
|
|
|
|
|
|
|
|
from operations
|
|
$
|
5,610,501
|
|
|
$
|
2,153,206
|
|
|
$
|
3,909,655
|
|
See accompanying notes to financial statements.
86
|
|
|
|
|
|
|
|
|
|
|
|
NMS
|
|
|
NOM
|
|
|
NPV
|
|
Investment Income
|
|
$
|
5,562,496
|
|
|
$
|
2,029,265
|
|
|
$
|
15,501,523
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Management fees
|
|
|
854,034
|
|
|
|
310,630
|
|
|
|
2,453,861
|
|
Interest expense and amortization of offering costs
|
|
|
1,165,179
|
|
|
|
418,970
|
|
|
|
3,117,053
|
|
Custodian fees
|
|
|
32,833
|
|
|
|
19,997
|
|
|
|
54,455
|
|
Trustees fees
|
|
|
3,638
|
|
|
|
1,304
|
|
|
|
10,145
|
|
Professional fees
|
|
|
39,327
|
|
|
|
52,438
|
|
|
|
49,193
|
|
Shareholder reporting expenses
|
|
|
17,361
|
|
|
|
11,508
|
|
|
|
34,845
|
|
Shareholder servicing agent fees
|
|
|
14,839
|
|
|
|
14,868
|
|
|
|
5,886
|
|
Stock exchange listing fees
|
|
|
6,881
|
|
|
|
6,888
|
|
|
|
6,881
|
|
Investor relations expenses
|
|
|
8,358
|
|
|
|
3,460
|
|
|
|
22,142
|
|
Other
|
|
|
28,030
|
|
|
|
24,475
|
|
|
|
72,870
|
|
Total expenses
|
|
|
2,170,480
|
|
|
|
864,538
|
|
|
|
5,827,331
|
|
Net investment income (loss)
|
|
|
3,392,016
|
|
|
|
1,164,727
|
|
|
|
9,674,192
|
|
Realized and Unrealized Gain (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gain (loss) from investments
|
|
|
(354,596
|
)
|
|
|
(153,010
|
)
|
|
|
(1,816,192
|
)
|
Change in net unrealized appreciation (depreciation) of investments
|
|
|
(1,883,164
|
)
|
|
|
(333,612
|
)
|
|
|
(1,326,562
|
)
|
Net realized and unrealized gain (loss)
|
|
|
(2,237,760
|
)
|
|
|
(486,622
|
)
|
|
|
(3,142,754
|
)
|
Net increase (decrease) in net assets applicable to common shares
|
|
|
|
|
|
|
|
|
|
|
|
|
from operations
|
|
$
|
1,154,256
|
|
|
$
|
678,105
|
|
|
$
|
6,531,438
|
|
See accompanying notes to financial statements.
87
Statement of Changes in Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NKG
|
|
|
NMY
|
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
5/31/20
|
|
|
5/31/19
|
|
|
5/31/20
|
|
|
5/31/19
|
|
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)
|
|
$
|
4,953,285
|
|
|
$
|
4,839,423
|
|
|
$
|
13,271,268
|
|
|
$
|
12,560,036
|
|
Net realized gain (loss) from investments
|
|
|
(719,960
|
)
|
|
|
(791,963
|
)
|
|
|
(2,449,067
|
)
|
|
|
(1,232,606
|
)
|
Change in net unrealized appreciation (depreciation) of investments
|
|
|
1,377,176
|
|
|
|
5,780,144
|
|
|
|
(8,668,995
|
)
|
|
|
12,354,292
|
|
Net increase (decrease) in net assets applicable to common shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
from operations
|
|
|
5,610,501
|
|
|
|
9,827,604
|
|
|
|
2,153,206
|
|
|
|
23,681,722
|
|
Distributions to Common Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
(4,648,716
|
)
|
|
|
(4,517,765
|
)
|
|
|
(12,300,571
|
)
|
|
|
(12,245,568
|
)
|
Decrease in net assets applicable to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
common shares from distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to common shareholders
|
|
|
(4,648,716
|
)
|
|
|
(4,517,765
|
)
|
|
|
(12,300,571
|
)
|
|
|
(12,245,568
|
)
|
Capital Share Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from shares issued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to shareholders due to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
reinvestment of distributions
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Cost of shares repurchased and retired
|
|
|
—
|
|
|
|
(1,642,533
|
)
|
|
|
—
|
|
|
|
(2,918,158
|
)
|
Net increase (decrease) in net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
applicable to common shares from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
capital share transactions
|
|
|
—
|
|
|
|
(1,642,533
|
)
|
|
|
—
|
|
|
|
(2,918,158
|
)
|
Net increase (decrease) in net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
applicable to common shares
|
|
|
961,785
|
|
|
|
3,667,306
|
|
|
|
(10,147,365
|
)
|
|
|
8,517,996
|
|
Net assets applicable to common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares at the beginning of period
|
|
|
144,151,938
|
|
|
|
140,484,632
|
|
|
|
342,060,127
|
|
|
|
333,542,131
|
|
Net assets applicable to common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares at the end of period
|
|
$
|
145,113,723
|
|
|
$
|
144,151,938
|
|
|
$
|
331,912,762
|
|
|
$
|
342,060,127
|
|
See accompanying notes to financial statements.
88
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMT
|
|
|
NMS
|
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
5/31/20
|
|
|
5/31/19
|
|
|
5/31/20
|
|
|
5/31/19
|
|
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)
|
|
$
|
4,806,292
|
|
|
$
|
4,875,152
|
|
|
$
|
3,392,016
|
|
|
$
|
3,569,638
|
|
Net realized gain (loss) from investments
|
|
|
125,397
|
|
|
|
(762,614
|
)
|
|
|
(354,596
|
)
|
|
|
(377,996
|
)
|
Change in net unrealized appreciation (depreciation) of investments
|
|
|
(1,022,034
|
)
|
|
|
4,696,560
|
|
|
|
(1,883,164
|
)
|
|
|
3,251,354
|
|
Net increase (decrease) in net assets applicable to common shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
from operations
|
|
|
3,909,655
|
|
|
|
8,809,098
|
|
|
|
1,154,256
|
|
|
|
6,442,996
|
|
Distributions to Common Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
(4,619,423
|
)
|
|
|
(4,689,887
|
)
|
|
|
(3,321,981
|
)
|
|
|
(3,576,981
|
)
|
Decrease in net assets applicable to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
common shares from distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to common shareholders
|
|
|
(4,619,423
|
)
|
|
|
(4,689,887
|
)
|
|
|
(3,321,981
|
)
|
|
|
(3,576,981
|
)
|
Capital Share Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from shares issued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to shareholders due to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
reinvestment of distributions
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Cost of shares repurchased and retired
|
|
|
—
|
|
|
|
(305,767
|
)
|
|
|
—
|
|
|
|
(121,032
|
)
|
Net increase (decrease) in net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
applicable to common shares from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
capital share transactions
|
|
|
—
|
|
|
|
(305,767
|
)
|
|
|
—
|
|
|
|
(121,032
|
)
|
Net increase (decrease) in net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
applicable to common shares
|
|
|
(709,768
|
)
|
|
|
3,813,444
|
|
|
|
(2,167,725
|
)
|
|
|
2,744,983
|
|
Net assets applicable to common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares at the beginning of period
|
|
|
137,281,388
|
|
|
|
133,467,944
|
|
|
|
87,811,663
|
|
|
|
85,066,680
|
|
Net assets applicable to common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares at the end of period
|
|
$
|
136,571,620
|
|
|
$
|
137,281,388
|
|
|
$
|
85,643,938
|
|
|
$
|
87,811,663
|
|
See accompanying notes to financial statements.
89
Statement of Changes in Net Assets (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOM
|
|
|
NPV
|
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
5/31/20
|
|
|
5/31/19
|
|
|
5/31/20
|
|
|
5/31/19
|
|
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)
|
|
$
|
1,164,727
|
|
|
$
|
1,223,981
|
|
|
$
|
9,674,192
|
|
|
$
|
9,564,575
|
|
Net realized gain (loss) from investments
|
|
|
(153,010
|
)
|
|
|
152,623
|
|
|
|
(1,816,192
|
)
|
|
|
(837,682
|
)
|
Change in net unrealized appreciation (depreciation) of investments
|
|
|
(333,612
|
)
|
|
|
671,591
|
|
|
|
(1,326,562
|
)
|
|
|
9,418,868
|
|
Net increase (decrease) in net assets applicable to common shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
from operations
|
|
|
678,105
|
|
|
|
2,048,195
|
|
|
|
6,531,438
|
|
|
|
18,145,761
|
|
Distributions to Common Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
(1,143,252
|
)
|
|
|
(1,209,776
|
)
|
|
|
(9,395,020
|
)
|
|
|
(9,479,610
|
)
|
Decrease in net assets applicable to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
common shares from distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to common shareholders
|
|
|
(1,143,252
|
)
|
|
|
(1,209,776
|
)
|
|
|
(9,395,020
|
)
|
|
|
(9,479,610
|
)
|
Capital Share Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from shares issuedto shareholders due to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
reinvestment of distributions
|
|
|
17,775
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Cost of shares repurchased and retired
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(639,145
|
)
|
Net increase (decrease) in net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
applicable to common shares from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
capital share transactions
|
|
|
17,775
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(639,145
|
)
|
Net increase (decrease) in net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
applicable to common shares
|
|
|
(447,372
|
)
|
|
|
838,419
|
|
|
|
(2,863,582
|
)
|
|
|
8,027,006
|
|
Net assets applicable to common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares at the beginning of period
|
|
|
32,443,582
|
|
|
|
31,605,163
|
|
|
|
262,201,907
|
|
|
|
254,174,901
|
|
Net assets applicable to common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares at the end of period
|
|
$
|
31,996,210
|
|
|
$
|
32,443,582
|
|
|
$
|
259,338,325
|
|
|
$
|
262,201,907
|
|
See accompanying notes to financial statements.
90
Year Ended May 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
NKG
|
|
|
NMY
|
|
|
NMT
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Net Assets Applicable to Common Shares from Operations
|
|
$
|
5,610,501
|
|
|
$
|
2,153,206
|
|
|
$
|
3,909,655
|
|
Adjustments to reconcile the net increase (decrease) in net assets applicable to common
|
|
|
|
|
|
|
|
|
|
|
|
|
shares from operations to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of investments
|
|
|
(22,939,287
|
)
|
|
|
(70,264,293
|
)
|
|
|
(22,791,921
|
)
|
Proceeds from sales and maturities of investments
|
|
|
19,748,331
|
|
|
|
82,961,678
|
|
|
|
23,460,638
|
|
Proceeds from (Purchase of) short-term investments, net
|
|
|
89,068
|
|
|
|
—
|
|
|
|
—
|
|
Taxes paid
|
|
|
(100
|
)
|
|
|
(4,224
|
)
|
|
|
(2,265
|
)
|
Amortization (Accretion) of premiums and discounts, net
|
|
|
1,544,657
|
|
|
|
2,179,291
|
|
|
|
1,568,889
|
|
Amortization of deferred offering costs
|
|
|
79,742
|
|
|
|
87,571
|
|
|
|
9,776
|
|
(Increase) Decrease in:
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivable for interest
|
|
|
(49,833
|
)
|
|
|
53,015
|
|
|
|
80,342
|
|
Receivable for investments sold
|
|
|
1,325,513
|
|
|
|
(7,201,664
|
)
|
|
|
—
|
|
Other assets
|
|
|
387
|
|
|
|
(2,772
|
)
|
|
|
388
|
|
Increase (Decrease) in:
|
|
|
|
|
|
|
|
|
|
|
|
|
Payable for interest
|
|
|
(52,592
|
)
|
|
|
(286,841
|
)
|
|
|
—
|
|
Payable for investments purchased – regular settlement
|
|
|
—
|
|
|
|
2,168,872
|
|
|
|
—
|
|
Payable for investments purchased – when-issued/delayed delivery settlement
|
|
|
—
|
|
|
|
(1,684,730
|
)
|
|
|
—
|
|
Payable for offering costs
|
|
|
(66,075
|
)
|
|
|
(69,014
|
)
|
|
|
—
|
|
Accrued management fees
|
|
|
(3,058
|
)
|
|
|
(6,645
|
)
|
|
|
(1,302
|
)
|
Accrued Trustees fees
|
|
|
(5
|
)
|
|
|
3,231
|
|
|
|
(17
|
)
|
Accrued other expenses
|
|
|
101
|
|
|
|
(14,710
|
)
|
|
|
(13,268
|
)
|
Net realized (gain) loss from investments
|
|
|
719,960
|
|
|
|
2,449,067
|
|
|
|
(125,397
|
)
|
Change in net unrealized (appreciation) depreciation of investments
|
|
|
(1,377,176
|
)
|
|
|
8,668,995
|
|
|
|
1,022,034
|
|
Net cash provided by (used in) operating activities
|
|
|
4,630,134
|
|
|
|
21,190,033
|
|
|
|
7,117,552
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from borrowings
|
|
|
488,286
|
|
|
|
11,703,666
|
|
|
|
1,023,737
|
|
(Repayments) of borrowings
|
|
|
(488,286
|
)
|
|
|
(11,703,666
|
)
|
|
|
(1,023,737
|
)
|
Increase (Decrease) in cash overdraft
|
|
|
—
|
|
|
|
(6,558,191
|
)
|
|
|
(564,312
|
)
|
Cash distributions paid to common shareholders
|
|
|
(4,620,665
|
)
|
|
|
(12,232,806
|
)
|
|
|
(4,587,277
|
)
|
Net cash provided by (used in) financing activities
|
|
|
(4,620,665
|
)
|
|
|
(18,790,997
|
)
|
|
|
(5,151,589
|
)
|
Net Increase (Decrease) in Cash
|
|
|
9,469
|
|
|
|
2,399,036
|
|
|
|
1,965,963
|
|
Cash at the beginning of period
|
|
|
554,077
|
|
|
|
—
|
|
|
|
—
|
|
Cash at the end of period
|
|
$
|
563,546
|
|
|
$
|
2,399,036
|
|
|
$
|
1,965,963
|
|
|
|
Supplemental Disclosure of Cash Flow Information
|
|
NKG
|
|
|
NMY
|
|
|
NMT
|
|
Cash paid for interest (excluding amortization of offering costs)
|
|
$
|
1,633,785
|
|
|
$
|
4,760,308
|
|
|
$
|
1,565,396
|
|
Non-cash financing activities not included herein consist of reinvestments of
|
|
|
|
|
|
|
|
|
|
|
|
|
common share distributions
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
See accompanying notes to financial statements.
91
Statement of Cash Flows (continued)
|
|
|
|
|
|
|
|
|
|
|
|
NMS
|
|
|
NOM
|
|
|
NPV
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Net Assets Applicable to Common Shares from Operations
|
|
$
|
1,154,256
|
|
|
$
|
678,105
|
|
|
$
|
6,531,438
|
|
Adjustments to reconcile the net increase (decrease) in net assets applicable to common
|
|
|
|
|
|
|
|
|
|
|
|
|
shares from operations to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of investments
|
|
|
(16,262,466
|
)
|
|
|
(4,895,596
|
)
|
|
|
(74,468,363
|
)
|
Proceeds from sales and maturities of investments
|
|
|
17,014,297
|
|
|
|
5,443,381
|
|
|
|
72,338,096
|
|
Proceeds from (Purchase of) short-term investments, net
|
|
|
385,000
|
|
|
|
205,000
|
|
|
|
395,000
|
|
Taxes paid
|
|
|
—
|
|
|
|
(743
|
)
|
|
|
(2,292
|
)
|
Amortization (Accretion) of premiums and discounts, net
|
|
|
69,621
|
|
|
|
172,842
|
|
|
|
1,277,237
|
|
Amortization of deferred offering costs
|
|
|
98,710
|
|
|
|
8,096
|
|
|
|
15,215
|
|
(Increase) Decrease in:
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivable for interest
|
|
|
(17,796
|
)
|
|
|
17,828
|
|
|
|
(134,808
|
)
|
Receivable for investments sold
|
|
|
(1,089,719
|
)
|
|
|
654,874
|
|
|
|
363,965
|
|
Other assets
|
|
|
366
|
|
|
|
346
|
|
|
|
(1,990
|
)
|
Increase (Decrease) in:
|
|
|
|
|
|
|
|
|
|
|
|
|
Payable for interest
|
|
|
(114,858
|
)
|
|
|
4,123
|
|
|
|
119,042
|
|
Payable for investments purchased – regular settlement
|
|
|
32,467
|
|
|
|
175,916
|
|
|
|
(59,392
|
)
|
Payable for investments purchased – when-issued/delayed delivery settlement
|
|
|
366,872
|
|
|
|
(1,651,530
|
)
|
|
|
(6,549,774
|
)
|
Payable for offering costs
|
|
|
(85,533
|
)
|
|
|
—
|
|
|
|
—
|
|
Accrued management fees
|
|
|
(1,805
|
)
|
|
|
(364
|
)
|
|
|
(3,850
|
)
|
Accrued Trustees fees
|
|
|
(17
|
)
|
|
|
(7
|
)
|
|
|
2,421
|
|
Accrued other expenses
|
|
|
1,555
|
|
|
|
941
|
|
|
|
(1,480
|
)
|
Net realized (gain) loss from investments
|
|
|
354,596
|
|
|
|
153,010
|
|
|
|
1,816,192
|
|
Change in net unrealized (appreciation) depreciation of investments
|
|
|
1,883,164
|
|
|
|
333,612
|
|
|
|
1,326,562
|
|
Net cash provided by (used in) operating activities
|
|
|
3,788,710
|
|
|
|
1,299,834
|
|
|
|
2,963,219
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from borrowings
|
|
|
320,708
|
|
|
|
112,909
|
|
|
|
3,764,146
|
|
(Repayments) of borrowings
|
|
|
(320,708
|
)
|
|
|
(112,909
|
)
|
|
|
(3,764,146
|
)
|
Increase (Decrease) in cash overdraft
|
|
|
—
|
|
|
|
(2,562
|
)
|
|
|
2,623,816
|
|
Cash distributions paid to common shareholders
|
|
|
(3,348,409
|
)
|
|
|
(1,141,345
|
)
|
|
|
(9,333,095
|
)
|
Net cash provided by (used in) financing activities
|
|
|
(3,348,409
|
)
|
|
|
(1,143,907
|
)
|
|
|
(6,709,279
|
)
|
Net Increase (Decrease) in Cash
|
|
|
440,301
|
|
|
|
155,927
|
|
|
|
(3,746,060
|
)
|
Cash at the beginning of period
|
|
|
49,023
|
|
|
|
—
|
|
|
|
3,746,060
|
|
Cash at the end of period
|
|
$
|
489,324
|
|
|
$
|
155,927
|
|
|
$
|
—
|
|
|
|
Supplemental Disclosure of Cash Flow Information
|
|
NMS
|
|
|
NOM
|
|
|
NPV
|
|
Cash paid for interest (excluding amortization of offering costs)
|
|
$
|
1,266,789
|
|
|
$
|
406,751
|
|
|
$
|
2,982,796
|
|
Non-cash financing activities not included herein consists of reinvestments of
|
|
|
|
|
|
|
|
|
|
|
|
|
common share distributions
|
|
|
—
|
|
|
|
17,775
|
|
|
|
—
|
|
See accompanying notes to financial statements.
92
THIS PAGE INTENTIONALLY LEFT BLANK
93
Selected data for a common share outstanding throughout each period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Operations
|
|
|
Less Distributions to
Common Shareholders
|
|
|
Common Share
|
|
|
|
Beginning
Common
Share
NAV
|
|
|
Net
Investment
Income
(Loss)
|
|
|
Net
Realized/
Unrealized
Gain (Loss)
|
|
|
Total
|
|
|
From
Net
Investment
Income
|
|
|
From
Accumu-
lated Net
Realized
Gains
|
|
|
Total
|
|
|
Discount
Per
Share
Repurchased
and Retired
|
|
|
Ending
NAV
|
|
|
Ending
Share
Price
|
|
NKG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 5/31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
$
|
13.86
|
|
|
$
|
0.48
|
|
|
$
|
0.06
|
|
|
$
|
0.54
|
|
|
$
|
(0.45
|
)
|
|
$
|
—
|
|
|
$
|
(0.45
|
)
|
|
$
|
—
|
|
|
$
|
13.95
|
|
|
$
|
11.98
|
|
2019
|
|
|
13.32
|
|
|
|
0.46
|
|
|
|
0.48
|
|
|
|
0.94
|
|
|
|
(0.43
|
)
|
|
|
—
|
|
|
|
(0.43
|
)
|
|
|
0.03
|
|
|
|
13.86
|
|
|
|
12.46
|
|
2018
|
|
|
13.80
|
|
|
|
0.49
|
|
|
|
(0.46
|
)
|
|
|
0.03
|
|
|
|
(0.51
|
)
|
|
|
—
|
|
|
|
(0.51
|
)
|
|
|
—
|
|
|
|
13.32
|
|
|
|
11.38
|
|
2017
|
|
|
14.40
|
|
|
|
0.55
|
|
|
|
(0.55
|
)
|
|
|
—
|
|
|
|
(0.60
|
)
|
|
|
—
|
|
|
|
(0.60
|
)
|
|
|
—
|
|
|
|
13.80
|
|
|
|
13.28
|
|
2016
|
|
|
13.98
|
|
|
|
0.68
|
|
|
|
0.38
|
|
|
|
1.06
|
|
|
|
(0.64
|
)
|
|
|
—
|
|
|
|
(0.64
|
)
|
|
|
—
|
|
|
|
14.40
|
|
|
|
14.28
|
|
|
|
NMY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 5/31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
14.81
|
|
|
|
0.57
|
|
|
|
(0.48
|
)
|
|
|
0.09
|
|
|
|
(0.53
|
)
|
|
|
—
|
|
|
|
(0.53
|
)
|
|
|
—
|
|
|
|
14.37
|
|
|
|
12.62
|
|
2019
|
|
|
14.29
|
|
|
|
0.54
|
|
|
|
0.49
|
|
|
|
1.03
|
|
|
|
(0.53
|
)
|
|
|
—
|
|
|
|
(0.53
|
)
|
|
|
0.02
|
|
|
|
14.81
|
|
|
|
12.79
|
|
2018
|
|
|
14.65
|
|
|
|
0.56
|
|
|
|
(0.32
|
)
|
|
|
0.24
|
|
|
|
(0.60
|
)
|
|
|
—
|
|
|
|
(0.60
|
)
|
|
|
—
|
*
|
|
|
14.29
|
|
|
|
12.21
|
|
2017
|
|
|
15.08
|
|
|
|
0.61
|
|
|
|
(0.38
|
)
|
|
|
0.23
|
|
|
|
(0.66
|
)
|
|
|
—
|
|
|
|
(0.66
|
)
|
|
|
—
|
|
|
|
14.65
|
|
|
|
13.08
|
|
2016
|
|
|
14.59
|
|
|
|
0.67
|
|
|
|
0.47
|
|
|
|
1.14
|
|
|
|
(0.67
|
)
|
|
|
—
|
|
|
|
(0.67
|
)
|
|
|
0.02
|
|
|
|
15.08
|
|
|
|
13.65
|
|
|
|
(a)
|
Total Return Based on Common Share NAV is the combination of changes in common share NAV, reinvested dividend income at NAV and reinvested capital gains distributions at NAV, if any. The last dividend declared in the period, which is
typically paid on the first business day of the following month, is assumed to be reinvested at the ending NAV. The actual reinvest price for the last dividend declared in the period may often be based on the Fund’s market price (and
not its NAV), and therefore may be different from the price used in the calculation. Total returns are not annualized.
|
|
Total Return Based on Common Share Price is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share
at the time of reinvestment. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending market price. The actual reinvestment for the
last dividend declared in the period may take place over several days, and in some instances may not be based on the market price, so the actual reinvestment price may be different from the price used in the calculation. Total returns
are not annualized.
|
94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Share Supplemental Data/
Ratios Applicable to Common Shares
|
|
Common Share
Total Returns
|
|
|
|
|
|
Ratios to Average Net Assets(b)
|
|
|
|
|
|
|
Based
on
NAV(a)
|
|
|
Based
on
Share
Price(a)
|
|
|
Ending
Net
Assets
(000)
|
|
|
Expenses
|
|
|
Net
Investment
Income
(Loss)
|
|
|
Portfolio
Turnover
Rate(c)
|
|
|
|
|
|
|
3.90
|
%
|
|
|
(0.33
|
)%
|
|
$
|
145,114
|
|
|
|
2.13
|
%
|
|
|
3.40
|
%
|
|
|
9
|
%
|
|
7.49
|
|
|
|
13.72
|
|
|
|
144,152
|
|
|
|
2.45
|
|
|
|
3.50
|
|
|
|
20
|
|
|
0.22
|
|
|
|
(10.74
|
)
|
|
|
140,485
|
|
|
|
2.19
|
|
|
|
3.64
|
|
|
|
15
|
|
|
0.07
|
|
|
|
(2.76
|
)
|
|
|
145,577
|
|
|
|
2.10
|
|
|
|
3.94
|
|
|
|
13
|
|
|
7.80
|
|
|
|
16.94
|
|
|
|
151,860
|
|
|
|
1.60
|
|
|
|
4.83
|
|
|
|
13
|
|
|
|
|
|
|
|
|
0.55
|
|
|
|
2.73
|
|
|
|
331,913
|
|
|
|
2.34
|
|
|
|
3.85
|
|
|
|
13
|
|
|
7.56
|
|
|
|
9.40
|
|
|
|
342,060
|
|
|
|
2.61
|
|
|
|
3.82
|
|
|
|
17
|
|
|
1.68
|
|
|
|
(2.10
|
)
|
|
|
333,542
|
|
|
|
2.25
|
|
|
|
3.91
|
|
|
|
20
|
|
|
1.61
|
|
|
|
0.69
|
|
|
|
342,427
|
|
|
|
2.08
|
|
|
|
4.14
|
|
|
|
42
|
|
|
8.13
|
|
|
|
14.77
|
|
|
|
352,581
|
|
|
|
1.55
|
|
|
|
4.56
|
|
|
|
19
|
|
|
|
(b)
|
• Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to preferred shares issued by the Fund.
|
|
• The expense ratios reflect, among other things, all interest expense and other costs related to preferred shares (as described in Note 5 – Fund Shares) and/or the interest expense
deemed to have been paid by the Fund on the floating rate certificates issued by the special purpose trusts for the self-deposited inverse floaters held by the Fund (as described in Note 4 – Portfolio Securities and Investments in
Derivatives), where applicable, as follows:
|
|
|
|
|
|
NKG
|
|
|
NMY
|
|
Year Ended 5/31:
|
|
Year Ended 5/31:
|
2020
|
1.09%
|
|
2020
|
1.30%
|
2019
|
1.36
|
|
2019
|
1.56
|
2018
|
1.11
|
|
2018
|
1.21
|
2017
|
1.03
|
|
2017
|
1.04
|
2016
|
0.55
|
|
2016
|
0.55
|
|
|
(c)
|
Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 4 – Portfolio Securities and Investments in Derivatives) divided by the average long-term
market value during the period.
|
*
|
Rounds to less than $0.01 per share.
|
See accompanying notes to financial statements.
95
Financial Highlights (continued)
Selected data for a common share outstanding throughout each period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Operations
|
|
|
Less Distributions to
Common Shareholders
|
|
|
Common Share
|
|
|
|
Beginning
Common
Share
NAV
|
|
|
Net
Investment
Income
(Loss)
|
|
|
Net
Realized/
Unrealized
Gain (Loss)
|
|
|
Total
|
|
|
From
Net
Investment
Income
|
|
|
From
Accumu-
lated Net
Realized
Gains
|
|
|
Total
|
|
|
Premium
per
Share
Sold
through
Shelf
Offering
|
|
|
Discount
per
Share
Repurchased
and
Retired
|
|
|
Ending
NAV
|
|
|
Ending
Share
Price
|
|
NMT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 5/31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
$
|
14.73
|
|
|
$
|
0.52
|
|
|
$
|
(0.10
|
)
|
|
|
0.42
|
|
|
$
|
(0.50
|
)
|
|
$
|
—
|
|
|
$
|
(0.50
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14.65
|
|
|
$
|
13.15
|
|
2019
|
|
|
14.28
|
|
|
|
0.52
|
|
|
|
0.42
|
|
|
|
0.94
|
|
|
|
(0.50
|
)
|
|
|
—
|
|
|
|
(0.50
|
)
|
|
|
—
|
|
|
|
0.01
|
|
|
|
14.73
|
|
|
|
12.84
|
|
2018
|
|
|
14.72
|
|
|
|
0.59
|
|
|
|
(0.40
|
)
|
|
|
0.19
|
|
|
|
(0.63
|
)
|
|
|
—
|
|
|
|
(0.63
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
14.28
|
|
|
|
12.64
|
|
2017
|
|
|
15.34
|
|
|
|
0.64
|
|
|
|
(0.58
|
)
|
|
|
0.06
|
|
|
|
(0.68
|
)
|
|
|
—
|
|
|
|
(0.68
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
14.72
|
|
|
|
13.90
|
|
2016
|
|
|
14.67
|
|
|
|
0.69
|
|
|
|
0.69
|
|
|
|
1.38
|
|
|
|
(0.71
|
)
|
|
|
—
|
|
|
|
(0.71
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
15.34
|
|
|
|
14.99
|
|
|
|
NMS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 5/31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
15.19
|
|
|
|
0.59
|
|
|
|
(0.40
|
)
|
|
|
0.19
|
|
|
|
(0.57
|
)
|
|
|
—
|
|
|
|
(0.57
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
14.81
|
|
|
|
13.55
|
|
2019
|
|
|
14.69
|
|
|
|
0.62
|
|
|
|
0.50
|
|
|
|
1.12
|
|
|
|
(0.62
|
)
|
|
|
—
|
|
|
|
(0.62
|
)
|
|
|
—
|
|
|
|
—
|
*
|
|
|
15.19
|
|
|
|
13.76
|
|
2018
|
|
|
15.08
|
|
|
|
0.70
|
|
|
|
(0.37
|
)
|
|
|
0.33
|
|
|
|
(0.74
|
)
|
|
|
—
|
|
|
|
(0.74
|
)
|
|
|
0.02
|
|
|
|
—
|
|
|
|
14.69
|
|
|
|
13.60
|
|
2017
|
|
|
15.78
|
|
|
|
0.70
|
|
|
|
(0.62
|
)
|
|
|
0.08
|
|
|
|
(0.79
|
)
|
|
|
—
|
|
|
|
(0.79
|
)
|
|
|
0.01
|
|
|
|
—
|
|
|
|
15.08
|
|
|
|
16.18
|
|
2016
|
|
|
15.46
|
|
|
|
0.80
|
|
|
|
0.33
|
|
|
|
1.13
|
|
|
|
(0.81
|
)
|
|
|
—
|
|
|
|
(0.81
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
15.78
|
|
|
|
15.99
|
|
|
|
(a)
|
Total Return Based on Common Share NAV is the combination of changes in common share NAV, reinvested dividend income at NAV and reinvested capital gains distributions at NAV, if any. The last dividend declared in the period, which is
typically paid on the first business day of the following month, is assumed to be reinvested at the ending NAV. The actual reinvest price for the last dividend declared in the period may often be based on the Fund’s market price (and
not its NAV), and therefore may be different from the price used in the calculation. Total returns are not annualized.
|
|
Total Return Based on Common Share Price is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share
at the time of reinvestment. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending market price. The actual reinvestment for the
last dividend declared in the period may take place over several days, and in some instances may not be based on the market price, so the actual reinvestment price may be different from the price used in the calculation. Total returns
are not annualized.
|
96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Share Supplemental Data/
Ratios Applicable to Common Shares
|
|
Common Share
Total Returns
|
|
|
|
|
|
Ratios to Average Net Assets(b)
|
|
|
|
|
|
|
|
|
|
|
Based
on
NAV(a)
|
|
|
Based
on
Share
Price(a)
|
|
|
Ending
Net
Assets
(000)
|
|
|
Expenses
|
|
|
Net
Investment
Income
(Loss)
|
|
|
Portfolio
Turnover
Rate(c)
|
|
|
|
|
|
|
2.83
|
%
|
|
|
6.14
|
%
|
|
$
|
136,572
|
|
|
|
2.20
|
%
|
|
|
3.47
|
%
|
|
|
11
|
%
|
|
6.87
|
|
|
|
5.80
|
|
|
|
137,281
|
|
|
|
2.45
|
|
|
|
3.70
|
|
|
|
16
|
|
|
1.29
|
|
|
|
(4.84
|
)
|
|
|
133,468
|
|
|
|
2.13
|
|
|
|
4.04
|
|
|
|
17
|
|
|
0.43
|
|
|
|
(2.78
|
)
|
|
|
137,639
|
|
|
|
1.91
|
|
|
|
4.29
|
|
|
|
12
|
|
|
9.64
|
|
|
|
20.01
|
|
|
|
143,395
|
|
|
|
1.62
|
|
|
|
4.65
|
|
|
|
13
|
|
|
|
|
|
|
|
|
1.24
|
|
|
|
2.57
|
|
|
|
85,644
|
|
|
|
2.46
|
|
|
|
3.85
|
|
|
|
12
|
|
|
7.88
|
|
|
|
6.13
|
|
|
|
87,812
|
|
|
|
2.75
|
|
|
|
4.25
|
|
|
|
30
|
|
|
2.37
|
|
|
|
(11.55
|
)
|
|
|
85,067
|
|
|
|
2.40
|
|
|
|
4.66
|
|
|
|
13
|
|
|
0.68
|
|
|
|
6.41
|
|
|
|
84,726
|
|
|
|
2.47
|
|
|
|
4.59
|
|
|
|
19
|
|
|
7.47
|
|
|
|
12.84
|
|
|
|
87,942
|
|
|
|
1.69
|
|
|
|
5.14
|
|
|
|
17
|
|
|
|
(b)
|
• Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to preferred shares issued by the Fund.
|
|
• The expense ratios reflect, among other things, all interest expense and other costs related to preferred shares (as described in Note 5 – Fund Shares) and/or the interest expense
deemed to have been paid by the Fund on the floating rate certificates issued by the special purpose trusts for the self-deposited inverse floaters held by the Fund (as described in Note 4 – Portfolio Securities and Investments in
Derivatives), where applicable, as follows:
|
|
|
|
|
|
NMT
|
|
|
NMS
|
|
Year Ended 5/31:
|
|
Year Ended 5/31:
|
2020
|
1.14%
|
|
2020
|
1.32%
|
2019
|
1.30
|
|
2019
|
1.59
|
2018
|
1.00
|
|
2018
|
1.06
|
2017
|
0.83
|
|
2017
|
1.29
|
2016
|
0.58
|
|
2016
|
0.62
|
|
|
(c)
|
Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 4 – Portfolio Securities and Investments in Derivatives) divided by the average long-term market value during the
period.
|
*
|
Rounds to less than $0.01 per share.
|
See accompanying notes to financial statements.
97
Financial Highlights (continued)
Selected data for a common share outstanding throughout each period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Operations
|
|
|
Less Distributions to
Common Shareholders
|
|
|
Common Share
|
|
|
|
Beginning
Common
Share
NAV
|
|
|
Net
Investment
Income
(Loss)
|
|
|
Net
Realized/
Unrealized
Gain (Loss)
|
|
|
Total
|
|
|
From
Net
Investment
Income
|
|
|
Accumu-
lated Net
Realized
Gains
|
|
|
Return of
Capital
|
|
|
Total
|
|
|
Discount
Per
Share
Repurchased
and Retired
|
|
|
Ending
NAV
|
|
|
Ending
Share
Price
|
|
NOM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 5/31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
$
|
13.84
|
|
|
$
|
0.50
|
|
|
$
|
(0.21
|
)
|
|
$
|
0.29
|
|
|
$
|
(0.49
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.49
|
)
|
|
$
|
—
|
|
|
$
|
13.64
|
|
|
$
|
14.56
|
|
2019
|
|
|
13.48
|
|
|
|
0.52
|
|
|
|
0.36
|
|
|
|
0.88
|
|
|
|
(0.52
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.52
|
)
|
|
|
—
|
|
|
|
13.84
|
|
|
|
13.97
|
|
2018
|
|
|
13.95
|
|
|
|
0.57
|
|
|
|
(0.41
|
)
|
|
|
0.16
|
|
|
|
(0.62
|
)
|
|
|
—
|
|
|
|
(0.01
|
)
|
|
|
(0.63
|
)
|
|
|
—
|
|
|
|
13.48
|
|
|
|
13.34
|
|
2017
|
|
|
14.45
|
|
|
|
0.65
|
|
|
|
(0.44
|
)
|
|
|
0.21
|
|
|
|
(0.71
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.71
|
)
|
|
|
—
|
|
|
|
13.95
|
|
|
|
16.20
|
|
2016
|
|
|
13.91
|
|
|
|
0.72
|
|
|
|
0.55
|
|
|
|
1.27
|
|
|
|
(0.73
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.73
|
)
|
|
|
—
|
|
|
|
14.45
|
|
|
|
16.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 5/31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
14.67
|
|
|
|
0.54
|
|
|
|
(0.17
|
)
|
|
|
0.37
|
|
|
|
(0.53
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.53
|
)
|
|
|
—
|
|
|
|
14.51
|
|
|
|
13.40
|
|
2019
|
|
|
14.17
|
|
|
|
0.53
|
|
|
|
0.49
|
|
|
|
1.02
|
|
|
|
(0.53
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.53
|
)
|
|
|
0.01
|
|
|
|
14.67
|
|
|
|
12.92
|
|
2018
|
|
|
14.49
|
|
|
|
0.56
|
|
|
|
(0.32
|
)
|
|
|
0.24
|
|
|
|
(0.56
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.56
|
)
|
|
|
—
|
|
|
|
14.17
|
|
|
|
12.35
|
|
2017
|
|
|
15.00
|
|
|
|
0.58
|
|
|
|
(0.50
|
)
|
|
|
0.08
|
|
|
|
(0.59
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.59
|
)
|
|
|
—
|
|
|
|
14.49
|
|
|
|
13.25
|
|
2016
|
|
|
14.50
|
|
|
|
0.66
|
|
|
|
0.53
|
|
|
|
1.19
|
|
|
|
(0.69
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.69
|
)
|
|
|
—
|
|
|
|
15.00
|
|
|
|
14.43
|
|
|
|
(a)
|
Total Return Based on Common Share NAV is the combination of changes in common share NAV, reinvested dividend income at NAV and reinvested capital gains distributions at NAV, if any. The last dividend declared in the period, which is
typically paid on the first business day of the following month, is assumed to be reinvested at the ending NAV. The actual reinvest price for the last dividend declared in the period may often be based on the Fund’s market price (and
not its NAV), and therefore may be different from the price used in the calculation. Total returns are not annualized.
|
|
Total Return Based on Common Share Price is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share
at the time of reinvestment. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending market price. The actual reinvestment for the
last dividend declared in the period may take place over several days, and in some instances may not be based on the market price, so the actual reinvestment price may be different from the price used in the calculation. Total returns
are not annualized.
|
98
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Share Supplemental Data/
Ratios Applicable to Common Shares
|
|
Common Share
Total Returns
|
|
|
|
|
|
Ratios to Average Net Assets(b)
|
|
|
|
|
|
|
Based
on
NAV(a)
|
|
|
Based
on
Share
Price(a)
|
|
|
Ending
Net
Assets
(000)
|
|
|
Expenses
|
|
|
Net
Investment
Income
(Loss)
|
|
|
Portfolio
Turnover
Rate(c)
|
|
|
|
|
|
|
2.07
|
%
|
|
|
7.93
|
%
|
|
$
|
31,996
|
|
|
|
2.66
|
%
|
|
|
3.58
|
%
|
|
|
10
|
%
|
|
6.70
|
|
|
|
9.06
|
|
|
|
32,444
|
|
|
|
2.72
|
|
|
|
3.90
|
|
|
|
23
|
|
|
1.15
|
|
|
|
(13.89
|
)
|
|
|
31,605
|
|
|
|
2.54
|
|
|
|
4.15
|
|
|
|
20
|
|
|
1.53
|
|
|
|
5.77
|
|
|
|
32,658
|
|
|
|
2.27
|
|
|
|
4.65
|
|
|
|
14
|
|
|
9.40
|
|
|
|
10.34
|
|
|
|
33,777
|
|
|
|
1.94
|
|
|
|
5.13
|
|
|
|
5
|
|
|
|
|
|
|
|
|
2.48
|
|
|
|
7.74
|
|
|
|
259,338
|
|
|
|
2.20
|
|
|
|
3.65
|
|
|
|
18
|
|
|
7.49
|
|
|
|
9.23
|
|
|
|
262,202
|
|
|
|
2.48
|
|
|
|
3.81
|
|
|
|
21
|
|
|
1.70
|
|
|
|
(2.62
|
)
|
|
|
254,175
|
|
|
|
2.07
|
|
|
|
3.92
|
|
|
|
22
|
|
|
0.63
|
|
|
|
(4.14
|
)
|
|
|
259,831
|
|
|
|
1.97
|
|
|
|
3.98
|
|
|
|
38
|
|
|
8.41
|
|
|
|
13.22
|
|
|
|
268,960
|
|
|
|
1.64
|
|
|
|
4.51
|
|
|
|
18
|
|
|
|
(b)
|
• Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to preferred shares issued by the Fund.
|
|
• The expense ratios reflect, among other things, all interest expense and other costs related to preferred shares (as described in Note 5 – Fund Shares) and/or the interest expense
deemed to have been paid by the Fund on the floating rate certificates issued by the special purpose trusts for the self-deposited inverse floaters held by the Fund (as described in Note 4 – Portfolio Securities and Investments in
Derivatives), where applicable, as follows:
|
|
|
|
|
|
NOM
|
|
|
NPV
|
|
Year Ended 5/31:
|
|
Year Ended 5/31:
|
2020
|
1.29%
|
|
2020
|
1.18%
|
2019
|
1.40
|
|
2019
|
1.42
|
2018
|
1.19
|
|
2018
|
1.02
|
2017
|
0.99
|
|
2017
|
0.94
|
2016
|
0.69
|
|
2016
|
0.62
|
|
|
(c)
|
Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 4 – Portfolio Securities and Investments in Derivatives) divided by the average long-term
market value during the period.
|
See accompanying notes to financial statements.
99
Financial Highlights (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMTP Shares
at the End of Period
|
|
|
VMTP Shares
at the End of Period
|
|
|
|
Aggregate
Amount
Outstanding
(000)
|
|
|
Asset
Coverage
Per $100,000
Share
|
|
|
Aggregate
Amount
Outstanding
(000)
|
|
|
Asset
Coverage
Per $100,000
Share
|
|
NKG
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 5/31:
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
$
|
58,500
|
|
|
$
|
348,058
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2019
|
|
|
58,500
|
|
|
|
346,414
|
|
|
|
—
|
|
|
|
—
|
|
2018
|
|
|
—
|
|
|
|
—
|
|
|
|
82,000
|
|
|
|
271,323
|
|
2017
|
|
|
—
|
|
|
|
—
|
|
|
|
82,000
|
|
|
|
277,532
|
|
2016
|
|
|
—
|
|
|
|
—
|
|
|
|
75,000
|
|
|
|
302,480
|
|
|
|
NMY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 5/31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
182,000
|
|
|
|
282,370
|
|
|
|
—
|
|
|
|
—
|
|
2019
|
|
|
182,000
|
|
|
|
287,945
|
|
|
|
—
|
|
|
|
—
|
|
2018
|
|
|
—
|
|
|
|
—
|
|
|
|
197,000
|
|
|
|
269,311
|
|
2017
|
|
|
—
|
|
|
|
—
|
|
|
|
197,000
|
|
|
|
273,821
|
|
2016
|
|
|
—
|
|
|
|
—
|
|
|
|
167,000
|
|
|
|
311,126
|
|
See accompanying notes to financial statements.
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMTP Shares
at the End of Period
|
|
|
VMTP Shares
at the End of Period
|
|
|
VRDP Shares
at the End of Period
|
|
|
|
Aggregate
Amount
Outstanding
(000)
|
|
|
Asset
Coverage
Per $100,000
Share
|
|
|
Aggregate
Amount
Outstanding
(000)
|
|
|
Asset
Coverage
Per $100,000
Share
|
|
|
Aggregate
Amount
Outstanding
(000)
|
|
|
Asset
Coverage
Per $100,000
Share
|
|
NMT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 5/31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
74,000
|
|
|
$
|
284,556
|
|
2019
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
74,000
|
|
|
|
285,515
|
|
2018
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
74,000
|
|
|
|
280,362
|
|
2017
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
74,000
|
|
|
|
285,999
|
|
2016
|
|
|
—
|
|
|
|
—
|
|
|
|
74,000
|
|
|
|
293,776
|
|
|
|
—
|
|
|
|
—
|
|
|
|
NMS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 5/31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
52,800
|
|
|
|
262,204
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
2019
|
|
|
52,800
|
|
|
|
266,310
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
2018
|
|
|
—
|
|
|
|
—
|
|
|
|
52,800
|
|
|
|
261,111
|
|
|
|
—
|
|
|
|
—
|
|
2017
|
|
|
—
|
|
|
|
—
|
|
|
|
52,800
|
|
|
|
260,466
|
|
|
|
—
|
|
|
|
—
|
|
2016
|
|
|
—
|
|
|
|
—
|
|
|
|
44,100
|
|
|
|
299,415
|
|
|
|
—
|
|
|
|
—
|
|
See accompanying notes to financial statements.
101
Financial Highlights (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MFP Shares
at the End of Period
|
|
|
VMTP Shares
at the End of Period
|
|
|
VRDP Shares
at the End of Period
|
|
|
|
Aggregate
Amount
Outstanding
(000)
|
|
|
Asset
Coverage
Per $100,000
Share
|
|
|
Aggregate
Amount
Outstanding
(000)
|
|
|
Asset
Coverage
Per $100,000
Share
|
|
|
Aggregate
Amount
Outstanding
(000)
|
|
|
Asset
Coverage
Per $100,000
Share
|
|
NOM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 5/31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
$
|
18,000
|
|
|
$
|
277,757
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2019
|
|
|
18,000
|
|
|
|
280,242
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
2018
|
|
|
18,000
|
|
|
|
275,584
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
2017
|
|
|
—
|
|
|
|
—
|
|
|
|
18,000
|
|
|
|
281,436
|
|
|
|
—
|
|
|
|
—
|
|
2016
|
|
|
—
|
|
|
|
—
|
|
|
|
18,000
|
|
|
|
287,651
|
|
|
|
—
|
|
|
|
—
|
|
|
|
NPV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 5/31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
128,000
|
|
|
|
302,608
|
|
2019
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
128,000
|
|
|
|
304,845
|
|
2018
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
128,000
|
|
|
|
298,574
|
|
2017
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
128,000
|
|
|
|
302,993
|
|
2016
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
128,000
|
|
|
|
310,125
|
|
See accompanying notes to financial statements.
102
Notes to
Financial Statements
1. General Information
Fund Information
The state funds covered in this report and their corresponding New York Stock Exchange (“NYSE”) symbols are as follows (each a “Fund” and collectively, the “Funds”):
• Nuveen Georgia Quality Municipal Income Fund (NKG)
• Nuveen Maryland Quality Municipal Income Fund (NMY)
• Nuveen Massachusetts Quality Municipal Income Fund (NMT)
• Nuveen Minnesota Quality Municipal Income Fund (NMS)
• Nuveen Missouri Quality Municipal Income Fund (NOM)
• Nuveen Virginia Quality Municipal Income Fund (NPV)
The Funds are registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as diversified closed-end management investment companies. NKG, NMS and NOM were organized as Massachusetts business
trusts on October 26, 2001, April 28, 2014 and March 29, 1993, respectively. NMY, NMT and NPV were organized as Massachusetts business trusts on January 12, 1993.
The end of the reporting period for the Funds is May 31, 2020, and the period covered by these Notes to Financial Statements is the fiscal year ended May 31, 2020 (the “current fiscal period”).
Investment Adviser and Sub-Adviser
The Funds’ investment adviser is Nuveen Fund Advisors, LLC (the “Adviser”), a subsidiary of Nuveen, LLC (“Nuveen”). Nuveen is the investment management arm of Teachers Insurance and Annuity Association of America
(TIAA). The Adviser has overall responsibility for management of the Funds, oversees the management of the Funds’ portfolios, manages the Funds’ business affairs and provides certain clerical, bookkeeping and other administrative services, and
if necessary, asset allocation decisions. The Adviser has entered into sub-advisory agreements with Nuveen Asset Management, LLC (the “Sub-Adviser”), a subsidiary of the Adviser, under which the Sub-Adviser manages the investment portfolios of
the Funds.
Other Matters
The outbreak of the novel coronavirus (“COVID-19”) and subsequent global pandemic began significantly impacting the U.S. and global financial markets and economies during the calendar quarter ended March 31, 2020.
The worldwide spread of COVID-19 has created significant uncertainty in the global economy. The duration and extent of COVID-19 over the long-term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to
which COVID-19 impacts the Fund’s normal course of business, results of operations, investments, and cash flows will depend on future developments, which are highly uncertain and difficult to predict. Management continues to monitor and
evaluate this situation.
2. Significant Accounting Policies
The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require the use of estimates made by
management and the evaluation of subsequent events. Actual results may differ from those estimates. Each Fund is an investment company and follows the accounting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification 946, Financial Services—Investment Companies. The net asset value (“NAV”) for financial reporting purposes may differ from the NAV for processing security and common share transactions. The NAV for financial reporting purposes
includes security and common share transactions through the date of the report. Total return is computed based on the NAV used for processing security and common share transactions. The following is a summary of the significant accounting
policies consistently followed by the Funds.
Compensation
The Funds pay no compensation directly to those of its trustees who are affiliated with the Adviser or to its officers, all of whom receive remuneration for their services to the Funds from the Adviser or its
affiliates. The Funds’ Board of Trustees (“the Board”) has adopted a deferred compensation plan for independent trustees that enables trustees 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.
103
Notes to Financial Statements (continued)
Distributions to Common Shareholders
Distributions to common shareholders are recorded on the ex-dividend date. The amount, character and timing of distributions are determined in accordance with federal income tax regulations, which may differ from
U.S. GAAP.
Indemnifications
Under the Funds’ organizational documents, their officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of
business, the Funds enter into contracts that provide general indemnifications to other parties. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have
not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote.
Investments and Investment Income
Securities transactions are accounted for as of the trade date for financial reporting purposes. Realized gains and losses on securities transactions are based upon the specific identification method. Investment
income is comprised of interest income, which is recorded on an accrual basis and includes the accretion of discounts and the amortization of premiums for financial reporting purposes. Investment income also reflects payment-in-kind (“PIK”)
interest and paydown gains and losses, if any. PIK interest represents income received in the form of securities in lieu of cash.
Netting Agreements
In the ordinary course of business, the Funds may enter into transactions subject to enforceable International Swaps and Derivatives Association, Inc. (ISDA) master agreements or other similar arrangements
(“netting agreements”). Generally, the right to offset in netting agreements allows each Fund to offset certain securities and derivatives with a specific counterparty, when applicable, as well as any collateral received or delivered to that
counterparty based on the terms of the agreements. Generally, each Fund manages its cash collateral and securities collateral on a counterparty basis.
The Funds’ investments subject to netting agreements as of the end of the reporting period, if any, are further described in Note 4 – Portfolio Securities and Investments in Derivatives.
New Accounting Pronouncements and Rule Issuances
FASB Accounting Standards Update (“ASU”) 2017-08 (“ASU 2017-08”) Premium Amortization on Purchased Callable Debt Securities
The FASB has issued ASU 2017-08, which shortens the premium amortization period for purchased non-contingently callable debt securities. ASU 2017-08 specifies that the premium amortization period ends at the
earliest call date, for purchased non-contingently callable debt securities. ASU 2017-08 effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. During the current fiscal period, ASU 2017-08
became effective for the Funds and it did not have a material impact on the Funds’ financial statements.
Fair Value Measurement: Disclosure Framework
During August 2018, the FASB issued ASU 2018-13 (“ASU 2018-13”), Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements. ASU 2018-13 modifies the
disclosures required by Topic 820, Fair Value Measurements. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management early
implemented this guidance and it did not have a material impact on the Funds’ financial statements.
Reference Rate Reform
In March 2020, FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The main objective of the new guidance is to provide relief to companies
that will be impacted by the expected change in benchmark interest rates at the end of 2021, when participating banks will no longer be required to submit London Interbank Offered Rate (LIBOR) quotes by the UK Financial Conduct Authority (FCA).
The new guidance allows companies to, provided the only change to existing contracts are a change to an approved benchmark interest rate, account for modifications as a continuance of the existing contract without additional analysis. For new
and existing contracts, the Funds may elect to apply the amendments as of March 12, 2020 through December 31, 2022. Management has not yet elected to apply the amendments, but is currently assessing the impact of the ASU’s adoption to the
Funds’ financial statements and various filings.
3. Investment Valuation and Fair Value Measurements
The fair valuation input levels as described below are for fair value measurement purposes.
The Funds’ investments in securities are recorded at their estimated fair value. 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
104
liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market
participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The following is a summary of the three-tiered hierarchy of valuation input levels.
Level 1 – Inputs are unadjusted and prices are determined using quoted prices in active markets for identical securities.
Level 2 – Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, credit spreads, etc.).
Level 3 – Prices are determined using significant unobservable inputs (including management’s assumptions in determining the fair value of investments).
Prices of fixed income securities are provided by an independent pricing service (“pricing service”) approved by 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 observability 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 and/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 a 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 observability of the significant
inputs. Regardless of the method employed to value a particular security, all valuations are subject to review by the Board and/or its appointee.
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 each Fund’s fair value measurements as of the
end of the reporting period:
|
|
|
|
|
|
|
|
|
|
|
|
|
NKG
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Long-Term Investments*:
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Bonds
|
|
$
|
—
|
|
|
$
|
219,397,054
|
|
|
$
|
77,966
|
**
|
|
$
|
219,475,020
|
|
Short-Term Investments*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Bonds
|
|
|
—
|
|
|
|
—
|
|
|
|
147,195
|
**
|
|
|
147,195
|
|
Total
|
|
$
|
—
|
|
|
$
|
219,397,054
|
|
|
$
|
225,161
|
|
|
$
|
219,622,215
|
|
NMY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Investments*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Bonds
|
|
$
|
—
|
|
|
$
|
526,951,937
|
|
|
$
|
—
|
|
|
$
|
526,951,937
|
|
NMT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Investments*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Bonds
|
|
$
|
—
|
|
|
$
|
205,986,380
|
|
|
$
|
—
|
|
|
$
|
205,986,380
|
|
NMS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Investments*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Bonds
|
|
$
|
—
|
|
|
$
|
133,222,440
|
|
|
$
|
—
|
|
|
$
|
133,222,440
|
|
Short-Term Investments*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Bonds
|
|
|
—
|
|
|
|
2,615,000
|
|
|
|
—
|
|
|
|
2,615,000
|
|
Total
|
|
$
|
—
|
|
|
$
|
135,837,440
|
|
|
$
|
—
|
|
|
$
|
135,837,440
|
|
105
Notes to Financial Statements (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
NOM
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Long-Term Investments*:
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Bonds
|
|
$
|
—
|
|
|
$
|
50,021,398
|
|
|
$
|
—
|
|
|
$
|
50,021,398
|
|
NPV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Investments*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Bonds
|
|
$
|
—
|
|
|
$
|
401,925,794
|
|
|
$
|
—
|
|
|
$
|
401,925,794
|
|
*
|
Refer to the Fund’s Portfolio of Investments for industry classifications.
|
**
|
Refer to the Fund’s Portfolio of Investments for securities classified as Level 3.
|
4. Portfolio Securities and Investments in Derivatives
Portfolio Securities
Inverse Floating Rate Securities
Each Fund is authorized to invest in inverse floating rate securities. An inverse floating rate security is created by depositing a municipal bond (referred to as an “Underlying Bond”), typically with a fixed
interest rate, into a special purpose tender option bond (“TOB”) trust (referred to as the “TOB Trust”) created by or at the direction of one or more Funds. In turn, the TOB Trust issues (a) floating rate certificates (referred to as
“Floaters”) in face amounts equal to some fraction of the Underlying Bond’s par amount or market value, and (b) an inverse floating rate certificate (referred to as an “Inverse Floater”) that represents all remaining or residual interest in the
TOB Trust. Floaters typically pay short-term tax-exempt interest rates to third parties who are also provided a right to tender their certificate and receive its par value, which may be paid from the proceeds of a remarketing of the Floaters,
by a loan to the TOB Trust from a third party liquidity provider (“Liquidity Provider”), or by the sale of assets from the TOB Trust. The Inverse Floater is issued to a long term investor, such as one or more of the Funds. The income received
by the Inverse Floater holder varies inversely with the short-term rate paid to holders of the Floaters, and in most circumstances the Inverse Floater holder bears substantially all of the Underlying Bond’s downside investment risk and also
benefits disproportionately from any potential appreciation of the Underlying Bond’s value. The value of an Inverse Floater will be more volatile than that of the Underlying Bond because the interest rate is dependent on not only the fixed
coupon rate of the Underlying Bond but also on the short-term interest paid on the Floaters, and because the Inverse Floater essentially bears the risk of loss (and possible gain) of the greater face value of the Underlying Bond.
The Inverse Floater held by a Fund gives the Fund the right to (a) cause the holders of the Floaters to tender their certificates at par (or slightly more than par in certain circumstances), and (b) have the
trustee of the TOB Trust (the “Trustee”) transfer the Underlying Bond held by the TOB Trust to the Fund, thereby collapsing the TOB Trust.
The Fund may acquire an Inverse Floater in a transaction where it (a) transfers an Underlying Bond that it owns to a TOB Trust created by a third party or (b) transfers an Underlying Bond that it owns, or that it
has purchased in a secondary market transaction for the purpose of creating an Inverse Floater, to a TOB Trust created at its direction, and in return receives the Inverse Floater of the TOB Trust (referred to as a “self-deposited Inverse
Floater”). A Fund may also purchase an Inverse Floater in a secondary market transaction from a third party creator of the TOB Trust without first owning the Underlying Bond (referred to as an “externally-deposited Inverse Floater”).
An investment in a self-deposited Inverse Floater is accounted for as a “financing” transaction (i.e., a secured borrowing). For a self-deposited Inverse Floater, the Underlying Bond deposited into the TOB Trust
is identified in the Fund’s Portfolio of Investments as “(UB) – Underlying bond of an inverse floating rate trust reflected as a financing transaction,” with the Fund recognizing as liabilities, labeled “Floating rate obligations” on the
Statement of Assets and Liabilities, (a) the liquidation value of Floaters issued by the TOB Trust, and (b) the amount of any borrowings by the TOB Trust from a Liquidity Provider to enable the TOB Trust to purchase outstanding Floaters in lieu
of a remarketing. In addition, the Fund recognizes in “Investment Income” the entire earnings of the Underlying Bond, and recognizes (a) the interest paid to the holders of the Floaters or on the TOB Trust’s borrowings, and (b) other expenses
related to remarketing, administration, trustee, liquidity and other services to a TOB Trust, as a component of “Interest expense and amortization of offering costs” on the Statement of Operations. Earnings due from the Underlying Bond and
interest due to the holders of the Floaters as of the end of the reporting period are recognized as components of “Receivable for interest” and “Payable for interest” on the Statement of Assets and Liabilities, respectively.
In contrast, an investment in an externally-deposited Inverse Floater is accounted for as a purchase of the Inverse Floater and is identified in the Fund’s Portfolio of Investments as “(IF) – Inverse floating rate
investment.” For an externally-deposited Inverse Floater, a Fund’s Statement of Assets and Liabilities recognizes the Inverse Floater and not the Underlying Bond as an asset, and the Fund does not recognize the Floaters, or any related
borrowings from a Liquidity Provider, as a liability. Additionally, the Fund reflects in “Investment Income” only the net amount of earnings on the Inverse Floater (net of the interest paid to the holders of the Floaters or the Liquidity
Provider as lender, and the expenses of the Trust), and does not show the amount of that interest paid or the expenses of the TOB Trust as described above as interest expense on the Statement of Operations.
Fees paid upon the creation of a TOB Trust for self-deposited Inverse Floaters and externally-deposited Inverse Floaters are recognized as part of the cost basis of the Inverse Floater and are capitalized over the
term of the TOB Trust.
106
As of the end of the reporting period, the aggregate value of Floaters issued by each Fund’s TOB Trust for self-deposited Inverse Floaters and externally-deposited Inverse Floaters was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating Rate Obligations Outstanding
|
|
NKG
|
|
|
NMY
|
|
|
NMT
|
|
|
NMS
|
|
|
NOM
|
|
|
NPV
|
|
Floating rate obligations: self-deposited Inverse Floaters
|
|
$
|
19,600,000
|
|
|
$
|
28,405,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
600,000
|
|
|
$
|
20,350,000
|
|
Floating rate obligations: externally-deposited Inverse Floaters
|
|
|
—
|
|
|
|
—
|
|
|
|
7,325,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
$
|
19,600,000
|
|
|
$
|
28,405,000
|
|
|
$
|
7,325,000
|
|
|
$
|
—
|
|
|
$
|
600,000
|
|
|
$
|
20,350,000
|
|
During the current fiscal period, the average amount of Floaters (including any borrowings from a Liquidity Provider) outstanding, and average annual interest rate and fees related to self-deposited Inverse
Floaters, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Self-Deposited Inverse Floaters
|
|
NKG
|
|
|
NMY
|
|
|
NMT
|
|
|
NMS
|
|
|
NOM
|
|
|
NPV
|
|
Average floating rate obligations outstanding
|
|
$
|
19,600,000
|
|
|
$
|
28,405,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
600,000
|
|
|
$
|
20,350,000
|
|
Average annual interest rate and fees
|
|
|
1.75
|
%
|
|
|
1.78
|
%
|
|
|
—
|
%
|
|
|
—
|
%
|
|
|
1.74
|
%
|
|
|
1.81
|
%
|
TOB Trusts are supported by a liquidity facility provided by a Liquidity Provider pursuant to which the Liquidity Provider agrees, in the event that Floaters are (a) tendered to the Trustee for remarketing and the
remarketing does not occur, or (b) subject to mandatory tender pursuant to the terms of the TOB Trust agreement, to either purchase Floaters or to provide the Trustee with an advance from a loan facility to fund the purchase of Floaters by the
TOB Trust. In certain circumstances, the Liquidity Provider may otherwise elect to have the Trustee sell the Underlying Bond to retire the Floaters that were tendered and not remarketed prior to providing such a loan. In these circumstances,
the Liquidity Provider remains obligated to provide a loan to the extent that the proceeds of the sale of the Underlying Bond is not sufficient to pay the purchase price of the Floaters.
The size of the commitment under the loan facility for a given TOB Trust is at least equal to the balance of that TOB Trust’s outstanding Floaters plus any accrued interest. In consideration of the loan facility,
fee schedules are in place and are charged by the Liquidity Provider(s). Any loans made by the Liquidity Provider will be secured by the purchased Floaters held by the TOB Trust. Interest paid on any outstanding loan balances will be
effectively borne by the Fund that owns the Inverse Floaters of the TOB Trust that has incurred the borrowing and may be at a rate that is greater than the rate that would have been paid had the Floaters been successfully remarketed.
As described above, any amounts outstanding under a liquidity facility are recognized as a component of “Floating rate obligations” on the Statement of Assets and Liabilities by the Fund holding the corresponding
Inverse Floaters issued by the borrowing TOB Trust. As of the end of the reporting period, there were no loans outstanding under such facilities for any of the Funds as of the end of the reporting period.
Each Fund may also enter into shortfall and forbearance agreements (sometimes referred to as a “recourse arrangement”) (TOB Trusts involving such agreements are referred to herein as “Recourse Trusts”), under
which a Fund agrees to reimburse the Liquidity Provider for the Trust’s Floaters, in certain circumstances, for the amount (if any) by which the liquidation value of the Underlying Bond held by the TOB Trust may fall short of the sum of the
liquidation value of the Floaters issued by the TOB Trust plus any amounts borrowed by the TOB Trust from the Liquidity Provider, plus any shortfalls in interest cash flows. Under these agreements, a Fund’s potential exposure to losses related
to or on an Inverse Floater may increase beyond the value of the Inverse Floater as a Fund may potentially be liable to fulfill all amounts owed to holders of the Floaters or the Liquidity Provider. Any such shortfall amount in the aggregate is
recognized as “Unrealized depreciation on Recourse Trusts” on the Statement of Assets and Liabilities.
As of the end of the reporting period, each Fund’s maximum exposure to the Floaters issued by Recourse Trusts for self-deposited Inverse Floaters and externally-deposited Inverse Floaters was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating Rate Obligations – Recourse Trusts
|
|
NKG
|
|
|
NMY
|
|
|
NMT
|
|
|
NMS
|
|
|
NOM
|
|
|
NPV
|
|
Maximum exposure to Recourse Trusts: self-deposited Inverse Floaters
|
|
$
|
19,600,000
|
|
|
$
|
28,405,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
600,000
|
|
|
$
|
20,350,000
|
|
Maximum exposure to Recourse Trusts: externally-deposited Inverse Floaters
|
|
|
—
|
|
|
|
—
|
|
|
|
7,325,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
$
|
19,600,000
|
|
|
$
|
28,405,000
|
|
|
$
|
7,325,000
|
|
|
$
|
—
|
|
|
$
|
600,000
|
|
|
$
|
20,350,000
|
|
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.
107
Notes to Financial Statements (continued)
Investment Transactions
Long-term purchases and sales (including maturities) during the current fiscal period were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NKG
|
|
|
NMY
|
|
|
NMT
|
|
|
NMS
|
|
|
NOM
|
|
|
NPV
|
|
Purchases
|
|
$
|
22,939,287
|
|
|
$
|
70,264,293
|
|
|
$
|
22,791,921
|
|
|
$
|
16,262,466
|
|
|
$
|
4,895,596
|
|
|
$
|
74,468,363
|
|
Sales and maturities
|
|
|
19,748,331
|
|
|
|
82,961,678
|
|
|
|
23,460,638
|
|
|
|
17,014,297
|
|
|
|
5,443,381
|
|
|
|
72,338,096
|
|
The Funds may purchase securities on a when-issued or delayed-delivery basis. Securities purchased on a when-issued or delayed-delivery basis may have extended settlement periods; interest income is not accrued
until settlement date. Any securities so purchased are subject to market fluctuation during this period. The Funds have earmarked securities in their portfolios with a current value at least equal to the amount of the when issued/
delayed-delivery purchase commitments. If the Funds have outstanding when-issued/delayed-delivery purchases commitments as of the end of the reporting period, such amounts are recognized on the Statement of Assets and Liabilities.
Investments in Derivatives
In addition to the inverse floating rate securities in which each Fund may invest, which are considered portfolio securities for financial reporting purposes, each Fund is authorized to invest in certain other
derivative instruments such as futures, options and swap contracts. Each Fund limits its investments in futures, options on futures and swap contracts to the extent necessary for the Adviser to claim exclusion from registration by the Commodity
Futures Trading Commission as a commodity pool operator with respect to the Fund. The Funds record derivative instruments at fair value, with changes in fair value recognized on the Statement of Operations, when applicable. Even though the
Funds’ investments in derivatives may represent economic hedges, they are not considered to be hedge transactions for financial reporting purposes.
Although the Funds are authorized to invest in derivative instruments and may do so in the future, they did not make any such investments during the current fiscal period.
Market and Counterparty Credit Risk
In the normal course of business each 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 each Fund to counterparty
credit risk, consist principally of cash due from counterparties on forward, option and swap transactions, when applicable. The extent of each 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.
Each 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 each Fund with a value approximately equal to the amount
of any unrealized gain above a pre-determined threshold. Reciprocally, when each Fund has an unrealized loss, the Funds have instructed the custodian to pledge assets of the Funds 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.
5. Fund Shares
Common Shares
Common Shares Equity Shelf Programs and Offering Costs
NMS has filed a registration statement with the Securities and Exchange Commission (“SEC”) authorizing the Fund to issue additional common shares through one or more equity shelf programs (“Shelf Offering”), which
became effective with the SEC during a prior fiscal period.
Under this Shelf Offering, the Fund, subject to market conditions, may raise additional equity capital by issuing additional common shares from time to time in varying amounts and by different offering methods at
a net price at or above the Fund’s NAV per common share. In the event the Fund’s Shelf Offering registration statement is no longer current, the Fund may not issue additional common shares until a post-effective amendment to the registration
statement has been filed with the SEC.
108
Additional authorized common shares, common shares sold and offering proceeds, net of offering costs under the Fund’s Shelf Offering during the Fund’s current and prior fiscal period were as follows:
|
|
|
|
|
|
|
|
|
NMS
|
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
5/31/20
|
|
|
5/31/19
|
|
Additional authorized common shares
|
|
|
—
|
|
|
|
500,000
|
*
|
Common shares sold
|
|
|
—
|
|
|
|
—
|
|
Offering proceeds, net of offering costs
|
|
$
|
—
|
|
|
$
|
—
|
|
* Represents additional authorized common shares for the period June 1, 2018 through March 29, 2019.
Costs incurred by the Fund in connection with its initial shelf registrations are recorded as a prepaid expense and recognized as “Deferred offering costs” on the Statement of Assets and Liabilities. These costs
are amortized pro rata as shares are sold and are recognized as a component of “Proceeds from shelf offering, net of offering costs” on the Statement of Changes in Net Assets. Any deferred offering costs remaining one year after the
effectiveness of the initial shelf registration will be expensed. Costs incurred by the Fund to keep the shelf registration current are expensed as incurred and recognized as a component of “Other expenses” on the Statement of Operations.
Common Share Transactions
Transactions in common shares for the Funds during the Funds’ current and prior fiscal period, where applicable. were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NKG
|
|
|
NMY
|
|
|
NMT
|
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
5/31/20
|
|
|
5/31/19
|
|
|
5/31/20
|
|
|
5/31/19
|
|
|
5/31/20
|
|
|
5/31/19
|
|
|
|
Common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchased and retired
|
|
|
—
|
|
|
|
(149,500
|
)
|
|
|
—
|
|
|
|
(247,500
|
)
|
|
|
—
|
|
|
|
(26,148
|
)
|
|
|
Weighted average common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per share repurchased and retired
|
|
|
—
|
|
|
$
|
10.97
|
|
|
|
—
|
|
|
$
|
11.77
|
|
|
|
—
|
|
|
$
|
11.67
|
|
Discount per share repurchased and retired
|
|
|
—
|
|
|
|
15.65
|
%
|
|
|
—
|
|
|
|
15.60
|
%
|
|
|
—
|
|
|
|
15.20
|
%
|
|
|
|
|
NMS
|
|
|
NOM
|
|
|
NPV
|
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
5/31/20
|
|
|
5/31/19
|
|
|
5/31/20
|
|
|
5/31/19
|
|
|
5/31/20
|
|
|
5/31/19
|
|
|
|
Common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued to shareholders due to reinvestment of distributions
|
|
|
—
|
|
|
|
—
|
|
|
|
1,271
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Repurchased and retired
|
|
|
—
|
|
|
|
(10,000
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(55,000
|
)
|
|
|
Weighted average common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per share repurchased and retired
|
|
|
—
|
|
|
$
|
12.08
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
11.60
|
|
Discount per share repurchased and retired
|
|
|
—
|
|
|
|
15.12
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
15.41
|
%
|
Preferred Shares
Adjustable Rate MuniFund Term Preferred Shares
The following Funds have issued and have outstanding Adjustable Rate MuniFund Term Preferred (“AMTP”) Shares, with a $100,000 liquidation preference per share. AMTP Shares are issued via private placement and are
not publically available.
The details of the each Funds’ AMTP Shares outstanding as of the end of the reporting period, were as follows:
|
|
|
|
|
|
|
|
|
Liquidation
|
|
|
|
|
Preference,
|
|
|
Shares
|
Liquidation
|
net of deferred
|
Fund
|
Series
|
Outstanding
|
Preference
|
offering costs
|
NKG
|
2028
|
585
|
$58,500,000
|
$58,436,706
|
NMY
|
2028
|
1,820
|
$182,000,000
|
$181,896,908
|
NMS
|
2028
|
528
|
$52,800,000
|
$52,755,713
|
109
Notes to Financial Statements (continued)
Each Fund is obligated to redeem its AMTP Shares by the date as specified in its offering document (“Term Redemption Date”), unless earlier redeemed by the Fund. AMTP Shares are subject to optional and mandatory
redemption in certain circumstances. The AMTP Shares may be redeemed at the option of the Fund, subject to payment of premium for approximately six months following the date of issuance (“Premium Expiration Date”), and at the redemption price
per share thereafter. The redemption price per share is equal to the sum of the liquidation preference per share plus any accumulated but unpaid dividends.
AMTP Shares are short-term or short/intermediate-term instruments that pay a variable dividend rate tied to a short-term index, plus an additional fixed “spread” amount which is initially established at the time
of issuance and may be adjusted in the future based upon a mutual agreement between the majority owner and the Fund. From time-to-time the majority owner may propose to the Fund an adjustment to the dividend rate. Should the majority owner and
the Fund fail to agree upon an adjusted dividend rate, and such proposed dividend rate adjustment is not withdrawn, the Fund will be required to redeem all outstanding shares upon the end of a notice period.
In addition, the Fund may be obligated to redeem a certain amount of the AMTP Shares if the Fund fails to maintain certain asset coverage and leverage ratio requirements and such failures are not cured by the
applicable cure date. The Term Redemption Date and Premium Expiration Date for each Fund’s AMTP Shares are as follows:
|
|
|
|
|
|
Notice
|
|
Term
|
Premium
|
Fund
|
Period
|
Series
|
Redemption Date
|
Expiration Date
|
NKG
|
540-day
|
2028
|
December 1 2028*
|
February 13, 2019
|
NMY
|
360-day
|
2028
|
December 1 2028*
|
November 30, 2019
|
NMS
|
360-day
|
2028
|
December 1 2028*
|
November 30, 2019
|
* Subject to early termination by either the Fund or the holder.
The average liquidation preference of AMTP Shares outstanding and annualized dividend rate for each Fund during the current fiscal period were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
NKG
|
|
|
NMY
|
|
|
NMS
|
|
Average liquidation preference of AMTP shares outstanding
|
|
$
|
58,500,000
|
|
|
$
|
182,000,000
|
|
|
$
|
52,800,000
|
|
Annualized dividend rate
|
|
|
2.12
|
%
|
|
|
2.18
|
%
|
|
|
2.18
|
%
|
AMTP Shares are subject to restrictions on transfer, generally do not trade, and market quotations are generally not available. The fair value of AMTP Shares is expected to be approximately their liquidation
preference so long as the fixed “spread” on the AMTP Shares remains roughly in line with the “spread” being demanded by investors on instruments having similar terms in the current market environment. In present market conditions, the Funds’
Adviser has determined that the fair value of AMTP Shares is approximately their liquidation preference, but their fair value could vary if market conditions change materially. For financial reporting purposes, the liquidation preference of
AMTP Shares is a liability and is recognized as a component of “Adjustable Rate MuniFund Term Preferred (“AMTP”) Shares, net of deferred offering costs” on the Statement of Assets and Liabilities.
AMTP Share dividends are treated as interest payments for financial reporting purposes. Unpaid dividends on AMTP Shares are recognized as a component of “Interest payable” on the Statement of Assets and
Liabilities. Dividends accrued on AMTP Shares are recognized as a component of “Interest expense and amortization of offering costs” on the Statement of Operations.
Costs incurred in connection with each Fund’s offering of AMTP Shares were recorded as deferred charges, which are amortized over the life of the shares and are recognized as components of “Adjustable Rate
MuniFund Term Preferred (“AMTP”) Shares, net of deferred offering costs” on the Statement of Assets and Liabilities and “Interest expense and amortization of offering costs” on the Statement of Operations.
MuniFund Preferred Shares
NOM has issued and has outstanding MuniFund Preferred (“MFP”) Shares, with a $100,000 liquidation preference per share. These MFP Shares were issued via private placement and are not publicly available.
The Fund is obligated to redeem its MFP Shares by the date as specified in its offering documents (“Term Redemption Date”), unless earlier redeemed by the Fund. MFP Shares are initially issued in a pre-specified
mode, however, MFP Shares can be subsequently designated as an alternative mode at a later date at the discretion of the Fund. The modes within MFP Shares detail the dividend mechanics and are described as follows. At a subsequent date, the
Fund may establish additional mode structures with the MFP Share.
•
|
Variable Rate Remarketed Mode (“VRRM”) – Dividends for MFP Shares within this mode will be established by a remarketing agent; therefore, the market value of the MFP Shares is expected to approximate its
liquidation preference. Shareholders have the ability to request a best- efforts tender of its shares upon seven days notice. If the remarketing agent is unable to identify an alternative purchaser, the shares will be retained by the
shareholder requesting tender and the subsequent dividend rate will increase to its step-up dividend rate. If after one consecutive year of unsuccessful remarketing attempts, the Fund will be required to designate an alternative mode
or redeem the shares.
|
110
The Fund will pay a remarketing fee on the aggregate principal amount of all MFP shares while designated in VRRM. Payments made by the Fund to the remarketing agent are recognized as
“Remarketing fees” on the Statement of Operations.
•
|
Variable Rate Mode (“VRM”) – Dividends for MFP Shares designated in this mode are based upon a short-term index plus an additional fixed “spread” amount established at the time of issuance or renewal /
conversion of its mode. At the end of the period of the mode, the Fund will be required to either extend the term of the mode, designate an alternative mode or redeem the MFP Shares.
The fair value of MFP Shares while in VRM are expected to approximate their liquidation preference so long as the fixed “spread” on the shares remains roughly in line with the “spread’ being demanded by
investors on instruments having similar terms in the current market. In current market conditions, the Adviser has determined that the fair value of the shares are approximately their liquidation preference, but their fair value could
vary if market conditions change materially.
|
•
|
Variable Rate Demand Mode (“VRDM”) – Dividends for MFP Shares designated in this mode will be established by a remarketing agent; therefore, the market value of the MFP Shares is expected to approximate
its liquidation preference. While in this mode, shares will have an unconditional liquidity feature that enable its shareholders to require a liquidity provider, which the Fund has entered into a contractual agreement, to purchase
shares in the event that the shares are not able to be successfully remarketed. In the event that shares within this mode are unable to be successfully remarketed and are purchased by the liquidity provider, the dividend rate will be
the maximum rate which is designed to escalate according to a specified schedule in order to enhance the remarketing agent’s ability to successfully remarket the shares.
The Fund is required to redeem any shares that are still owned by a liquidity provider after six months of continuous, unsuccessful remarketing. The Fund will pay a liquidity and remarketing fee on the
aggregate principal amount of all MFP Shares while within VRDM. Payments made by the Fund to the liquidity provider and remarketing agent are recognized as “Liquidity fees” and “Remarketing fees”, respectively, on the Statement of
Operations.
|
For financial reporting purposes, the liquidation preference of MFP Shares is recorded as a liability and is recognized as a component of “MuniFund Preferred (“MFP”) Shares, net of deferred offering costs” on the
Statement of Assets and Liabilities. Dividends on the MFP shares are treated as interest payments for financial reporting purposes. Unpaid dividends on MFP shares are recognized as a component on “Interest payable” on the Statement of Assets
and Liabilities. Dividends accrued on MFP Shares are recognized as a component of “Interest expense and amortization of offering costs” on the Statement of Operations.
Subject to certain conditions, MFP Shares may be redeemed, in whole or in part, at any time at the option of the Fund. The Fund may also be required to redeem certain MFP shares if the Fund fails to maintain
certain asset coverage requirements and such failures are not cured by the applicable cure date. The redemption price per share in all circumstances is equal to the liquidation preference per share plus any accumulated but unpaid dividends.
Costs incurred in connection with the Fund’s offering of MFP Shares were recorded as a deferred charge and are being amortized over the life of the shares. These offering costs are recognized as a component of
“MuniFund Preferred (“MFP”) Shares, net of deferred offering costs” on the Statement of Assets and Liabilities and “Interest expense and amortization of offering costs” on the Statement of Operations.
As of the end of the reporting period, details of the Fund’s MFP Shares outstanding were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation
|
|
|
|
|
|
|
|
Preference,
|
Term
|
|
Mode
|
|
|
Shares
|
Liquidation
|
net of deferred
|
Redemption
|
|
Termination
|
Fund
|
Series
|
Outstanding
|
Preference
|
offering costs
|
Date
|
Mode
|
Date
|
NOM
|
A
|
180
|
$18,000,000
|
$17,779,188
|
October 1, 2047
|
VRM
|
October 12, 2022
|
The average liquidation preference of MFP Shares outstanding and annualized dividend rate for the Fund during the current fiscal period were as follows:
|
|
|
NOM
|
Average liquidation preference of MFP Shares outstanding
|
$18,000,000
|
Annualized dividend rate
|
2.22%
|
Variable Rate Demand Preferred Shares
The following Funds have issued and have outstanding Variable Rate Demand Preferred (“VRDP”) Shares, with a $100,000 liquidation preference per share. VRDP Shares are issued via private placement and are not
publicly available.
111
|
Notes to Financial Statements (continued)
|
|
|
As of the end of the reporting period, details of the Funds’ VRDP Shares outstanding were as follows:
|
|
|
|
|
|
Liquidation
|
|
|
|
|
|
|
|
Preference,
|
Special Rate
|
|
|
|
Shares
|
Liquidation
|
Remarketing
|
net of deferred
|
Period
|
|
Fund
|
Series
|
Outstanding
|
Preference
|
Fees*
|
offering costs
|
Expiration
|
Maturity
|
NMT
|
1
|
740
|
$ 74,000,000
|
N/A
|
$ 73,739,043
|
March 1, 2047
|
March 1, 2047
|
NPV
|
1
|
1,280
|
$128,000,000
|
N/A
|
$127,648,200
|
July 21, 2021
|
August 3, 2043
|
*
|
Remarketing fees as a percentage of the aggregate principal amount of all VRDP Shares outstanding for each series.
|
N/A
|
Not applicable. Series is considered to be Special Rate VRDP and therefore does not pay a remarketing fee.
|
VRDP Shares include a liquidity feature that allows VRDP shareholders to have their shares purchased by a liquidity provider with whom the each Fund has contracted in the event that the VRDP Shares are not able to
be successfully remarketed. Each Fund is required to redeem any VRDP Shares that are still owned by the liquidity provider after six months of continuous, unsuccessful remarketing. Each Fund pays an annual remarketing fee on the aggregate
principal amount of all VRDP Shares outstanding. Each Fund’s VRDP Shares have successfully remarketed since issuance.
Each Fund’s Series 1 VRDP Shares are considered to be Special Rate VRDP, which are sold to institutional investors. During the special rate period, the VRDP Shares will not be remarketed by a remarketing agent, be
subject to optional or mandatory tender events, or be supported by a liquidity provider and are not subject to remarketing fees or liquidity fees. During the special rate period, VRDP dividends will be set monthly as a floating rate based on
the predetermined formula. Following the initial special rate period, Special Rate VRDP Shares may transition to traditional VRDP Shares with dividends set at weekly remarketings, and be supported by a designated liquidity provider, or the
Board may approve a subsequent special rate period.
Dividends on the VRDP Shares (which are treated as interest payments for financial reporting purposes) are set at a rate established by a remarketing agent; therefore, the market value of the VRDP Shares is
expected to approximate its liquidation preference. In the event that VRDP Shares are unable to be successfully remarketed, the dividend rate will be the maximum rate which is designed to escalate according to a specified schedule in order to
enhance the remarketing agent’s ability to successfully remarket the VRDP Shares.
Subject to certain conditions, VRDP Shares may be redeemed, in whole or in part, at any time at the option of the each Fund. Each Fund may also redeem certain of the VRDP Shares if the Fund fails to maintain
certain asset coverage requirements and such failures are not cured by the applicable cure date. The redemption price per share is equal to the sum of the liquidation preference per share plus any accumulated but unpaid dividends.
The average liquidation preference of VRDP Shares outstanding and annualized dividend rate for each Fund during the current fiscal period were as follows:
|
|
|
|
|
|
|
|
|
NMT
|
|
|
NPV
|
|
Average liquidation preference of VRDP Shares outstanding
|
|
$
|
74,000,000
|
|
|
$
|
128,000,000
|
|
Annualized dividend rate
|
|
|
2.12
|
%
|
|
|
2.13
|
%
|
For financial reporting purposes, the liquidation preference of VRDP Shares is a liability and is recognized as a component of “Variable Rate Demand Preferred (“VRDP”) Shares, net of deferred offering costs” on
the Statement of Assets and Liabilities. Unpaid dividends on VRDP Shares are recognized as a component of “Interest payable” on the Statement of Assets and Liabilities, when applicable. Dividends accrued on VRDP Shares are recognized as a
component of “Interest expense and amortization of offering costs” on the Statement of Operations. Costs incurred by the Fund in connection with its offerings of VRDP Shares were recorded as a deferred charge, which are amortized over the life
of the shares and are recognized as a component of “Variable Rate Demand Preferred (“VRDP”) Shares, net of deferred offering costs” on the Statement of Assets and Liabilities and “Interest expense and amortization of offering costs” on the
Statement of Operations. In addition to interest expense, the Fund also pays a per annum liquidity fee to the liquidity provider, as well as a remarketing fee, which are recognized as “Liquidity fees” and “Remarketing fees,” respectively, on
the Statement of Operations.
Preferred Share Transactions
Transactions in preferred shares for the Funds during the Funds’ current and prior fiscal period, where applicable, are noted in the following tables.
Transactions in AMTP Shares for the Funds, where applicable, were as follows:
|
|
|
|
|
Year Ended
|
|
May 31, 2019
|
NKG
|
Series
|
Shares
|
Amount
|
AMTP Shares issued
|
2028
|
585
|
$58,500,000
|
112
|
|
|
|
|
Year Ended
May 31, 2019
|
NMY
|
Series
|
Shares
|
Amount
|
AMTP Shares issued
|
2028
|
1,820
|
$182,000,000
|
|
|
Year Ended
May 31, 2019
|
NMS
|
Series
|
Shares
|
Amount
|
AMTP Shares issued
|
2028
|
528
|
$52,800,000
|
Transactions in VMTP Shares for the Funds, where applicable, were as follows:
|
|
|
|
|
Year Ended
May 31, 2019
|
NKG
|
Series
|
Shares
|
Amount
|
VMTP Shares redeemed
|
2019
|
(820)
|
$(82,000,000)
|
|
|
Year Ended
May 31, 2019
|
NMY
|
Series
|
Shares
|
Amount
|
VMTP Shares redeemed
|
2019
|
(1,970)
|
$(197,000,000)
|
|
|
Year Ended
May 31, 2019
|
NMS
|
Series
|
Shares
|
Amount
|
VMTP Shares redeemed
|
2019
|
(528)
|
$(52,800,000)
|
6. Income Tax Information
Each Fund is a separate taxpayer for federal income tax purposes. Each Fund intends to distribute substantially all of its net investment income and net capital gains to shareholders and to otherwise comply with
the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. Therefore, no federal income tax provision is required. Furthermore, each Fund intends to satisfy conditions that will enable interest
from municipal securities, which is exempt from regular federal and designated state income taxes, to retain such tax-exempt status when distributed to shareholders of the Funds. Net realized capital gains and ordinary income distributions paid
by the Funds are subject to federal taxation.
For all open tax years and all major taxing jurisdictions, management of the Funds 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 Funds 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 taxable
market discount, timing differences in recognizing certain gains and losses on investment transactions and the treatment of investments in inverse floating rate securities reflected as financing transactions, if any. To the extent that
differences arise that are permanent in nature, such amounts are reclassified within the capital accounts as detailed below. Temporary differences do not require reclassification. Temporary and permanent differences do not impact the NAVs of
the Funds.
The table below presents the cost and unrealized appreciation (depreciation) of each Fund’s investment portfolio, as determined on a federal income tax basis, as of May 31, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NKG
|
|
|
NMY
|
|
|
NMT
|
|
|
NMS
|
|
|
NOM
|
|
|
NPV
|
|
Tax cost of investments
|
|
$
|
187,426,555
|
|
|
$
|
476,599,224
|
|
|
$
|
193,770,134
|
|
|
$
|
130,019,181
|
|
|
$
|
46,783,663
|
|
|
$
|
356,581,427
|
|
Gross unrealized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Appreciation
|
|
$
|
13,494,781
|
|
|
$
|
28,813,829
|
|
|
$
|
12,895,879
|
|
|
$
|
7,621,140
|
|
|
$
|
3,141,661
|
|
|
$
|
27,901,261
|
|
Depreciation
|
|
|
(899,143
|
)
|
|
|
(6,866,187
|
)
|
|
|
(679,633
|
)
|
|
|
(1,802,881
|
)
|
|
|
(503,928
|
)
|
|
|
(2,906,884
|
)
|
Net unrealized appreciation (depreciation) of investments
|
|
$
|
12,595,638
|
|
|
$
|
21,947,642
|
|
|
$
|
12,216,246
|
|
|
$
|
5,818,259
|
|
|
$
|
2,637,733
|
|
|
$
|
24,994,377
|
|
113
Notes to Financial Statements (continued)
Permanent differences, primarily due to taxable market discount, federal taxes paid, and nondeductible offering costs resulted in reclassifications among the Funds’ components of common share net assets as of May
31, 2020, the Funds’ tax year end.
The tax components of undistributed net tax-exempt income, net ordinary income and net long-term capital gains as of May 31, 2020, the Funds’ tax year end, were as follows:
|
|
|
|
|
|
|
|
NKG
|
NMY
|
NMT
|
NMS
|
NOM
|
NPV
|
Undistributed net tax-exempt income1
|
$617,010
|
$1,423,116
|
$450,631
|
$43,345
|
$40,447
|
$1,128,419
|
Undistributed net ordinary income2
|
2,024
|
1,776
|
—
|
—
|
206
|
1,622
|
Undistributed net long-term capital gains
|
—
|
—
|
—
|
—
|
—
|
—
|
1
|
Undistributed net tax-exempt income (on a tax basis) has not been reduced for the dividend declared on May 1, 2020, paid on June 1, 2020.
|
2
|
Net ordinary income consists of taxable market discount income and net short-term capital gains, if any.
|
The tax character of distributions paid during the Funds’ tax years ended May 31, 2020 and May 31, 2019 was designated for purposes of the dividends paid deduction as follows:
|
|
|
|
|
|
|
2020
|
NKG
|
NMY
|
NMT
|
NMS
|
NOM
|
NPV
|
Distributions from net tax-exempt income3
|
$5,884,220
|
$16,213,229
|
$4,589,343
|
$4,473,912
|
$1,532,957
|
$12,090,870
|
Distributions from net ordinary income2
|
2,005
|
55,707
|
30,080
|
—
|
10,708
|
36,820
|
Distributions from net long-term capital gains
|
—
|
—
|
—
|
—
|
—
|
—
|
2019
|
NKG
|
NMY
|
NMT
|
NMS
|
NOM
|
NPV
|
Distributions from net tax-exempt income
|
$6,188,258
|
$17,010,459
|
$6,479,015
|
$4,937,092
|
$1,628,103
|
$12,646,691
|
Distributions from net ordinary income2
|
6,423
|
11,453
|
—
|
—
|
11,866
|
7,470
|
Distributions from net long-term capital gains
|
—
|
—
|
—
|
—
|
—
|
—
|
2
|
Net ordinary income consists of taxable market discount income and net short-term capital gains, if any.
|
3
|
The Funds hereby designate these amounts paid during the fiscal year ended May 31, 2020, as Exempt Interest Dividends.
|
As of May 31, 2020, the Funds’ tax year end, the Funds had unused capital losses carrying forward available for federal income tax purposes to be applied against future capital gains, if any. The capital losses
are not subject to expiration.
|
|
|
|
|
|
|
|
NKG
|
NMY
|
NMT
|
NMS
|
NOM
|
NPV
|
Not subject to expiration:
|
|
|
|
|
|
|
Short-Term
|
$2,007,608
|
$ 7,583,234
|
$1,666,131
|
$661,263
|
$ 515,305
|
$ 6,176,787
|
Long-Term
|
2,907,190
|
7,911,493
|
3,400,142
|
250,524
|
733,074
|
10,081,068
|
Total
|
$4,914,798
|
$15,494,727
|
$5,066,273
|
$911,787
|
$1,248,379
|
$16,257,855
|
During the Funds’ tax year ended May 31, 2020, NMT utilized $127,911 of its capital loss carryforward.
7. Management Fees and Other Transactions with Affiliates
Management Fees
Each 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 Funds from the
management fees paid to the Adviser.
Each Fund’s management fee consists of two components – a fund-level fee, based only on the amount of assets within each individual 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 their respective Fund as well as from growth in the amount of complex-wide assets managed by the Adviser.
The annual fund-level fee, payable monthly, for each Fund is calculated according to the following schedule:
|
|
|
|
Average Daily Managed Assets*
|
|
Fund-Level Fee Rate
|
|
For the first $125 million
|
|
|
0.4500
|
%
|
For the next $125 million
|
|
|
0.4375
|
|
For the next $250 million
|
|
|
0.4250
|
|
For the next $500 million
|
|
|
0.4125
|
|
For the next $1 billion
|
|
|
0.4000
|
|
For the next $3 billion
|
|
|
0.3750
|
|
For managed assets over $5 billion
|
|
|
0.3625
|
|
114
The annual complex-level fee, payable monthly, for each Fund is calculated by multiplying the current complex-wide fee rate, determined according to the following schedule by the Fund’s daily managed assets:
|
|
|
|
Complex-Level Eligible Asset Breakpoint Level*
|
|
Effective Complex-Level Fee 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
|
|
* For the complex-level fees, managed assets include closed-end fund assets managed by the Adviser that are attributable to certain types of leverage. For these purposes,
leverage includes the 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 a 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 managed assets in certain
circumstances. The complex-level fee is calculated based upon the aggregate daily managed assets of all Nuveen open-end and closed-end funds that constitute “eligible assets.” Eligible assets do not include assets attributable to investments in
other Nuveen funds or assets in excess of a determined amount (originally $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,
but do not include certain Nuveen Funds that were reorganized into funds advised by an affiliate of the Adviser during the 2019 calendar year. As of May 31, 2020, the complex-level fee for each Fund was 0.1587%.
Other Transactions with Affiliates
Each Fund is permitted to purchase or sell securities from or to certain other funds or accounts managed by the Sub-Adviser (“Affiliated Entity”) under specified conditions outlined in procedures adopted by the
Board (“cross-trade”). These procedures have been designed to ensure that any cross-trade of securities by the Fund from or to an Affiliated Entity by virtue of having a common investment adviser (or affiliated investment adviser), common
officer and/or common trustee complies with Rule 17a-7 under the 1940 Act. These transactions are effected at the current market price (as provided by an independent pricing service) without incurring broker commissions.
During the current fiscal period, the following Funds engaged in inter-fund trades pursuant to these procedures as follows:
|
|
|
|
|
|
|
Inter-Fund Trades
|
NKG
|
NMY
|
NMT
|
NMS
|
NOM
|
NPV
|
Purchases
|
$2,596,875
|
$6,818,970
|
$424,267
|
$3,080,771
|
$ 915,449
|
$ 8,091,372
|
Sales
|
2,610,475
|
6,746,483
|
420,118
|
3,067,695
|
1,395,416
|
11,151,643
|
8. Borrowing Arrangements
Committed Line of Credit
The Funds, along with certain other funds managed by the Adviser (“Participating Funds”), have established a 364-day, $2.65 billion standby credit facility with a group of lenders, under which the Participating
Funds may borrow for various purposes other than leveraging for investment purposes. Each Participating Fund is allocated a designated proportion of the facility’s capacity (and its associated costs, as described below) based upon a
multi-factor assessment of the likelihood and frequency of its need to draw on the facility, the size of the Fund and its anticipated draws, and the potential importance of such draws to the operations and well-being of the Fund, relative to
those of the other Funds. A Fund may effect draws on the facility in excess of its designated capacity if and to the extent that other Participating Funds have undrawn capacity. The credit facility expires in June 2020 unless extended or
renewed.
The credit facility has the following terms: a fee of 0.15% per annum on unused commitment amounts, and interest at a rate equal to the higher of (a) one-month LIBOR (London Inter-Bank Offered Rate) plus 1.00% per
annum or (b) the Fed Funds rate plus 1.00% per annum on amounts borrowed. Participating Funds paid administration, legal and arrangement fees, which are recognized as a component of “Other expenses” on the Statement of Operations, and along
with commitment fees, have been allocated among such Participating Funds based upon the relative proportions of the facility’s aggregate capacity reserved for them and other factors deemed relevant by the Adviser and the Board of each
Participating Fund.
115
Notes to Financial Statements (continued)
During the current fiscal period, all of the Funds utilized this facility. Each Fund’s maximum outstanding balance during the utilization period was as follows:
|
|
|
|
|
|
|
|
NKG
|
NMY
|
NMT
|
NMS
|
NOM
|
NPV
|
Maximum outstanding balance
|
$488,286
|
$8,700,000
|
$1,023,737
|
$320,708
|
$112,909
|
$3,764,146
|
During the Fund’s utilization period(s) during the current fiscal period, the average daily balance outstanding and average annual interest rate on the Borrowings were as follows:
|
|
|
|
|
|
|
|
NKG
|
NMY
|
NMT
|
NMS
|
NOM
|
NPV
|
Utilization period (days outstanding)
|
2
|
15
|
2
|
2
|
2
|
2
|
Average daily balance outstanding
|
$488,286
|
$7,087,155
|
$1,023,737
|
$320,708
|
$112,909
|
$3,764,146
|
Average annual interest rate
|
2.76%
|
3.32%
|
2.76%
|
2.76%
|
2.76%
|
2.76%
|
Borrowings outstanding as of the end of the reporting period are recognized as “Borrowings” on the Statement of Assets and Liabilities, where applicable.
Inter-Fund Borrowing and Lending
The SEC has granted an exemptive order permitting registered open-end and closed-end Nuveen funds to participate in an inter-fund lending facility whereby the Nuveen funds may directly lend to and borrow money
from each other for temporary purposes (e.g., to satisfy redemption requests or when a sale of securities “fails,” resulting in an unanticipated cash shortfall) (the “Inter-Fund Program”). The closed-end Nuveen funds, including the Funds
covered by this shareholder report, will participate only as lenders, and not as borrowers, in the Inter-Fund Program because such closed-end funds rarely, if ever, need to borrow cash to meet redemptions. The Inter-Fund Program is subject to a
number of conditions, including, among other things, the requirements that (1) no fund may borrow or lend money through the Inter-Fund Program unless it receives a more favorable interest rate than is typically available from a bank or other
financial institution for a comparable transaction; (2) no fund may borrow on an unsecured basis through the Inter-Fund Program unless the fund’s outstanding borrowings from all sources immediately after the inter-fund borrowing total 10% or
less of its total assets; provided that if the borrowing fund has a secured borrowing outstanding from any other lender, including but not limited to another fund, the inter-fund loan must be secured on at least an equal priority basis with at
least an equivalent percentage of collateral to loan value; (3) if a fund’s total outstanding borrowings immediately after an inter-fund borrowing would be greater than 10% of its total assets, the fund may borrow through the inter-fund loan on
a secured basis only; (4) no fund may lend money if the loan would cause its aggregate outstanding loans through the Inter-Fund Program to exceed 15% of its net assets at the time of the loan; (5) a fund’s inter-fund loans to any one fund shall
not exceed 5% of the lending fund’s net assets; (6) the duration of inter-fund loans will be limited to the time required to receive payment for securities sold, but in no event more than seven days; and (7) each inter-fund loan may be called
on one business day’s notice by a lending fund and may be repaid on any day by a borrowing fund. In addition, a Nuveen fund may participate in the Inter-Fund Program only if and to the extent that such participation is consistent with the
fund’s investment objective and investment policies. The Board is responsible for overseeing the Inter-Fund Program.
The limitations detailed above and the other conditions of the SEC exemptive order permitting the Inter-Fund Program are designed to minimize the risks associated with Inter-Fund Program for both the lending fund
and the borrowing fund. However, no borrowing or lending activity is without risk. When a fund borrows money from another fund, there is a risk that the loan could be called on one day’s notice or not renewed, in which case the fund may have to
borrow from a bank at a higher rate or take other actions to payoff such loan if an inter-fund loan is not available from another fund. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional
borrowing costs.
During the current reporting period, none of the Funds covered by this shareholder report have entered into any inter-fund loan activity.
9. Subsequent Events
Committed Line of Credit
During June 2020, the Participating Funds renewed the standby credit facility through June 2021. In conjunction with this renewal the commitment amount decreased from $2.65 billion to $2.405 billion and the
interest rate increased from LIBOR plus 1.00% to LIBOR plus 1.25%. The Participating Funds also incurred a 0.10% upfront fee. All other terms remain unchanged.
116
Additional Fund Information (Unaudited)
|
|
|
|
|
|
|
|
Board of Trustees
|
|
|
|
|
|
|
|
Jack B. Evans
|
William C. Hunter
|
Albin F. Moschner
|
John K. Nelson
|
Judith M. Stockdale
|
Carole E. Stone
|
Terence J. Toth
|
Margaret L. Wolff
|
Robert L. Young
|
|
|
|
|
|
|
|
|
Investment Adviser
|
Custodian
|
Legal Counsel
|
|
Independent Registered
|
Transfer Agent and
|
Nuveen Fund Advisors, LLC
|
|
Chapman and Cutler LLP
|
Public Accounting Firm
|
Shareholder Services
|
333 West Wacker Drive
|
& Trust Company
|
Chicago, IL 60603
|
|
KPMG LLP
|
|
Computershare Trust
|
Chicago, IL 60606
|
One Lincoln Street
|
|
200 East Randolph Street
|
Company, N.A.
|
|
Boston, MA 02111
|
|
|
Chicago, IL 60601
|
150 Royall Street
|
|
|
|
|
|
|
Canton, MA 02021
|
|
|
|
|
|
|
(800) 257-8787
|
Portfolio of Investments Information
Each 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 as an exhibit to its report on Form
N-PORT. You may obtain this information on the SEC’s website at http:www.sec.gov.
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
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 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.
CEO Certification Disclosure
Each Fund’s Chief Executive Officer (CEO) has submitted to the New York Stock Exchange (NYSE) the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual. Each Fund has filed
with the SEC the certification of its CEO and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.
Common Share Repurchases
Each Fund intends to repurchase, through its open-market share repurchase program, shares of its own common stock at such times and in such amounts as is deemed advisable. During the period covered by this report,
each Fund repurchased shares of its common stock, as shown in the accompanying table. Any future repurchases will be reported to shareholders in the next annual or semi-annual report.
|
|
|
|
|
|
|
|
NKG
|
NMY
|
NMT
|
NMS
|
NOM
|
NPV
|
Common shares repurchased
|
—
|
—
|
—
|
—
|
—
|
—
|
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.
117
Glossary of Terms 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 cumula- tive performance (including change in NAV or market price and reinvested dividends and capital gains distributions, if any) over the time
period being considered.
|
■
|
Duration: Duration is a measure of the expected period over which a bond’s principal and interest will be paid, and consequently is a measure of the sensitivity of
a bond’s or bond fund’s value to changes when market interest rates change. Generally, the longer a bond’s or fund’s duration, the more the price of the bond or fund will change as interest rates change.
|
■
|
Effective Leverage: Effective leverage is a fund’s effective economic leverage, and includes both regulatory leverage (see leverage) and the leverage effects of
certain derivative investments in the fund’s portfolio. Currently, the leverage effects of Tender Option Bond (TOB) inverse floater holdings are included in effective leverage values, in addition to any regulatory leverage.
|
■
|
Escrowed to Maturity Bond: When proceeds of a refunding issue are deposited in an escrow account for investment in an amount sufficient to pay the principal and
interest on the issue being refunded. In some cases, though, an issuer may expressly reserve its right to exercise an early call of bonds that have been escrowed to maturity.
|
■
|
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.
|
■
|
Inverse Floating Rate Securities: Inverse floating rate securities, also known as inverse floaters or tender option bonds (TOBs), are created by depositing a
municipal bond, typically with a fixed interest rate, into a special purpose trust. This trust, in turn, (a) issues floating rate certificates typically paying short-term tax-exempt interest rates to third parties in amounts equal to
some fraction of the deposited bond’s par amount or market value, and (b) issues an inverse floating rate certificate (sometimes referred to as an “inverse floater”) to an investor (such as a Fund) interested in gaining investment
exposure to a long-term municipal bond. The income received by the holder of the inverse floater varies inversely with the short term rate paid to the floating rate certificates’ holders, and in most circumstances the holder of the
inverse floater bears substantially all of the underlying bond’s downside investment risk. The holder of the inverse floater typically also benefits disproportionately from any potential appreciation of the underlying bond’s value.
Hence, an inverse floater essentially represents an investment in the underlying bond on a leveraged basis.
|
■
|
Leverage: Leverage is created whenever a fund has investment exposure (both reward and/or risk) equivalent to more than 100% of the investment capital.
|
■
|
Net Asset Value (NAV) Per Share: A fund’s Net Assets is equal to its total assets (securities, cash, accrued earnings and receiv- ables) less its total
liabilities. NAV per share is equal to the fund’s Net Assets divided by its number of shares outstanding.
|
■
|
Pre-Refunding: Pre-Refunding, also known as advanced refundings or refinancings, is a procedure used by state and local govern- ments to refinance municipal bonds
to lower interest expenses. The issuer sells new bonds with a lower yield and uses the proceeds to buy U.S. Treasury securities, the interest from which is used to make payments on the higher-yielding bonds. Because of this
collateral, pre-refunding generally raises a bond’s credit rating and thus its value.
|
118
■
|
Regulatory Leverage: Regulatory Leverage consists of preferred shares issued by or borrowings of a fund. Both of these are part of a fund’s capital structure.
Regulatory leverage is subject to asset coverage limits set in the Investment Company Act of 1940.
|
■
|
S&P Municipal Bond Georgia Index: An unleveraged, market value-weighted index designed to measure the performance of the tax-exempt, investment-grade Georgia
municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
|
■
|
S&P Municipal Bond Index: An unleveraged, market value-weighted index designed to measure the performance of the tax- exempt, investment-grade U.S. municipal
bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
|
■
|
S&P Municipal Bond Maryland Index: An unleveraged, market value-weighted index designed to measure the performance of the tax-exempt, investment-grade Maryland
municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
|
■
|
S&P Municipal Bond Massachusetts Index: An unleveraged, market value-weighted index designed to measure the performance of the tax-exempt, investment-grade
Massachusetts municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
|
■
|
S&P Municipal Bond Minnesota Index: An unleveraged, market value-weighted index designed to measure the performance of the tax-exempt, investment-grade
Minnesota municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
|
■
|
S&P Municipal Bond Missouri Index: An unleveraged, market value-weighted index designed to measure the performance of the tax-exempt, investment-grade Missouri
municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
|
■
|
S&P Municipal Bond Virginia Index: An unleveraged, market value-weighted index designed to measure the performance of the tax-exempt, investment-grade Virginia
municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
|
■
|
Total Investment Exposure: Total investment exposure is a fund’s assets managed by the Adviser that are attributable to financial leverage. For these purposes,
financial leverage includes a fund’s use of preferred stock and borrowings and investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion
of assets held by a TOB trust that has been effectively financed by the trust’s issuance of floating rate securities.
|
■
|
Zero Coupon Bond: A zero coupon bond does not pay a regular interest coupon to its holders during the life of the bond. Income to the holder of the bond comes from
accretion of the difference between the original purchase price of the bond at issuance and the par value of the bond at maturity and is effectively paid at maturity. The market prices of zero coupon bonds generally are more volatile
than the market prices of bonds that pay interest periodically.
|
119
Reinvest Automatically, Easily and Conveniently
Nuveen makes reinvesting easy. A phone call is all it takes to set up your reinvestment account.
Nuveen Closed-End Funds Automatic Reinvestment Plan
Nuveen Closed-End Fund allows you to conveniently reinvest distributions in additional Fund shares. By choosing to reinvest, you’ll be able to invest money regularly and automatically, and watch your investment
grow through the power of compounding. Just like distributions in cash, there may be times when income or capital gains taxes may be payable on distributions that are reinvested. It is important to note that an automatic reinvestment plan does
not ensure a profit, nor does it protect you against loss in a declining market.
Easy and convenient
To make recordkeeping easy and convenient, each month you’ll receive a statement showing your total distributions, the date of investment, the shares acquired and the price per share, and the total number of
shares you own.
How shares are purchased
The shares you acquire by reinvesting will either be purchased on the open market or newly issued by the Fund. If the shares are trading at or above net asset value at the time of valuation, the Fund will issue
new shares at the greater of the net asset value or 95% of the then-current market price. If the shares are trading at less than net asset value, shares for your account will be purchased on the open market. If the Plan Agent begins purchasing
Fund shares on the open market while shares are trading below net asset value, but the Fund’s shares subsequently trade at or above their net asset value before the Plan Agent is able to complete its purchases, the Plan Agent may cease
open-market purchases and may invest the uninvested portion of the distribution in newly-issued Fund shares at a price equal to the greater of the shares’ net asset value or 95% of the shares’ market value on the last business day immediately
prior to the purchase date. Distributions received to purchase shares in the open market will normally be invested shortly after the distribution payment date. No interest will be paid on distributions awaiting reinvestment. Because the market
price of the shares may increase before purchases are completed, the average purchase price per share may exceed the market price at the time of valuation, resulting in the acquisition of fewer shares than if the distribution had been paid in
shares issued by the Fund. A pro rata portion of any applicable brokerage commissions on open market purchases will be paid by Plan participants. These commissions usually will be lower than those charged on individual transactions.
Flexible
You may change your distribution option or withdraw from the Plan at any time, should your needs or situation change. You can reinvest whether your shares are registered in your name, or in the name of a brokerage
firm, bank, or other nominee. Ask your investment advisor if his or her firm will participate on your behalf. Participants whose shares are registered in the name of one firm may not be able to transfer the shares to another firm and continue
to participate in the Plan. The Fund reserves the right to amend or terminate the Plan at any time. Although the Fund reserves the right to amend the Plan to include a service charge payable by the participants, there is no direct service
charge to participants in the Plan at this time.
Call today to start reinvesting distributions
For more information on the Nuveen Automatic Reinvestment Plan or to enroll in or withdraw from the Plan, speak with your financial professional or call us at (800) 257-8787.
120
Annual Investment Management Agreement Approval Process (Unaudited)
At a meeting held on May 19-21, 2020 (the “May Meeting”), the Boards of Trustees (collectively, the “Board” and each Trustee, a “Board Member”) of the Funds, which are comprised entirely of Board Members who are not “interested persons” (as defined under the Investment Company Act of 1940 (the “1940
Act”)) (the “Independent Board Members”), approved, for their respective Fund, the renewal of the management agreement (each, an “Investment Management
Agreement”) with Nuveen Fund Advisors, LLC (the “Adviser”) pursuant to which the Adviser serves as investment adviser to such Fund and the sub-advisory agreement (each, a “Sub-Advisory Agreement”) with Nuveen Asset Management, LLC (the “Sub-Adviser”) pursuant to which the Sub-Adviser serves as the sub-adviser to such Fund. Although the
1940 Act requires that continuances of the Advisory Agreements (as defined below) be approved by the in-person vote of a majority of the Independent Board Members, the May Meeting was held virtually through the internet in view of the health
risks associated with holding an in-person meeting during the COVID-19 pandemic and governmental restrictions on gatherings. The May Meeting was held in reliance on an order issued by the Securities and Exchange Commission on March 13, 2020, as
extended on March 25, 2020, which provided registered investment companies temporary relief from the in-person voting requirements of the 1940 Act with respect to the approval of a fund’s advisory agreement in response to the challenges arising
in connection with the COVID-19 pandemic.
Following up to an initial two-year period, the Board considers the renewal of each Investment Management Agreement and Sub-Advisory Agreement on behalf of the applicable Fund on an annual basis. The Investment
Management Agreements and Sub-Advisory Agreements are collectively referred to as the “Advisory Agreements” and the Adviser and the Sub-Adviser are collectively, the “Fund
Advisers” and each, a “Fund Adviser.” Throughout the year, the Board and its committees meet regularly and, at these meetings, review an extensive array of topics and information that are
relevant to its annual consideration of the renewal of the advisory agreements for the Nuveen funds. Such information may address, among other things, fund performance; the Adviser’s strategic plans; the review of the funds and investment
teams; compliance, regulatory and risk management matters; the trading practices of the various sub-advisers to the funds; valuation of securities; fund expenses; overall market and regulatory developments; the management of leverage financing;
and the secondary market trading of the closed-end funds and any actions to address discounts.
In addition to the information and materials received during the year, the Board, in response to a request made on its behalf by independent legal counsel, received extensive materials and information prepared
specifically for its annual consideration of the renewal of the advisory agreements for the Nuveen funds by the Adviser and by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider
of investment company data. The materials cover a wide range of topics including, but not limited to, a description of the nature, extent and quality of services provided by the Fund Advisers; a review of each sub-adviser to the Nuveen funds
and the applicable investment teams; an analysis of fund performance in absolute terms and as compared to the performance of certain peer funds and benchmarks with a focus on any performance outliers; an analysis of the fees and expense ratios
of the Nuveen funds in absolute terms and as compared to those of certain peer funds with a focus on any expense outliers; a description of portfolio manager compensation; a review of the secondary market trading of shares of the Nuveen
closed-end funds (including, among other things, an analysis of performance, distribution and valuation and capital raising trends in the broader closed-end fund market and in particular with respect to Nuveen closed-end funds; a review of the
leverage management actions taken on behalf of the Nuveen closed-end funds and their resulting impact on performance; and a description of the distribution management process and any capital management activities); a review of the performance
of various service providers; a description of various initiatives Nuveen had undertaken or continued during the year for the benefit of particular fund(s) and/or the complex; a description of the profitability or financial data of Nuveen and
the sub-advisers to the Nuveen funds; and a description of indirect benefits received by the Adviser and the sub-advisers as a result of their relationships with the Nuveen funds.
121
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
In continuing its practice, the Board met prior to the May Meeting to begin its considerations of the renewal of the Advisory Agreements. Accordingly, on April 27-28, 2020 (the “April
Meeting”), the Board met to review and discuss, in part, the performance of the Nuveen funds and the Adviser’s evaluation of each sub-adviser to the Nuveen funds. In its review, the Board recognized the volatile market conditions
occurring during the first half of 2020 arising, in part, from the public health crisis caused by the novel coronavirus known as COVID-19 and the resulting impact on fund performance. Accordingly, the Board reviewed, among other things, fund
performance reflecting the more volatile periods, including for various time periods ended the first quarter of 2020 and for various time periods ended April 17, 2020. At the April Meeting, the Board Members asked questions and requested
additional information that was provided for the May Meeting. In continuing its review of the Nuveen funds in light of the extraordinary market conditions experienced in early 2020, the Board received updated fund performance data reflecting
various time periods ended May 8, 2020 for its May Meeting. The Board also continued its practice of seeking to meet periodically with the various sub-advisers to the Nuveen funds and their investment teams, when feasible.
The Independent Board Members considered the review of the advisory agreements for the Nuveen funds to be an ongoing process and employed the accumulated information, knowledge, and experience the Board Members
had gained during their tenure on the boards governing the Nuveen funds and working with the Adviser and sub-advisers in their review of the advisory agreements. The contractual arrangements are a result of multiple years of review, negotiation
and information provided in connection with the boards’ annual review of the Nuveen funds’ advisory arrangements and oversight of the Nuveen funds.
The Independent Board Members were advised by independent legal counsel during the annual review process as well as throughout the year, including meeting in executive sessions with such counsel at which no
representatives from the Adviser or the Sub-Adviser were present. In connection with their annual review, the Independent Board Members also received a memorandum from independent legal counsel outlining their fiduciary duties and legal
standards in reviewing the Advisory Agreements.
The Board’s decision to renew the Advisory Agreements was not based on a single identified factor, but rather the decision reflected the comprehensive consideration of all the information provided throughout the
year and at the April and May Meetings, and each Board Member may have attributed different levels of importance to the various factors and information considered in connection with the approval process. The following summarizes the principal
factors and information, but not all the factors, the Board considered in deciding to renew the Advisory Agreements and its conclusions.
A. Nature, Extent and Quality of Services
In evaluating the renewal of the Advisory Agreements, the Independent Board Members received and considered information regarding the nature, extent and quality of the applicable Fund Adviser’s
services provided to the respective Fund with particular focus on the services and enhancements to such services provided during the last year. The Independent Board Members considered the Investment Management Agreements and the Sub-Advisory
Agreements separately in the course of their review. With this approach, they considered the respective roles of the Adviser and the Sub-Adviser in providing services to the Funds.
With respect to the Adviser, the Board recognized that the Adviser has provided a vast array of services the scope of which has expanded over the years in light of regulatory, market and other
developments, such as the development of expanded compliance programs for the Nuveen funds. The Board also noted the extensive resources, tools and capabilities the Adviser and its affiliates devoted to the various operations of the Nuveen
funds. These services include, but are not limited to: investment oversight, risk management and securities valuation services (such as analyzing investment performance and risk data; overseeing and reviewing the various sub-advisers to the
Nuveen funds and their investment teams; overseeing trade execution, soft dollar practices and securities lending activities; providing daily valuation services and developing related valuation policies, procedures and methodologies; overseeing
risk disclosure; periodic testing of investment and liquidity risks; participating in financial statement and marketing disclosures; participating in product development; and participating in
122
leverage management and liquidity monitoring); product management (such as analyzing a fund’s position in the marketplace, setting dividends, preparing shareholder and intermediary
communications and other due diligence support); fund administration (such as preparing fund tax returns and other tax compliance services, overseeing the funds’ independent public accountants and other service providers; managing fund budgets
and expenses; and helping to fulfill the funds’ regulatory filing requirements); oversight of shareholder services and transfer agency functions (such as overseeing transfer agent service providers which include registered shareholder customer
service and transaction processing; and overseeing proxy solicitation and tabulation services); Board relations services (such as organizing and administering Board and committee meetings, preparing various reports to the Board and committees
and providing other support services); compliance and regulatory oversight services (such as devising compliance programs; managing compliance policies; monitoring compliance with applicable fund policies and laws and regulations; and
evaluating the compliance programs of the various sub-advisers to the Nuveen funds and certain other service providers); legal support and oversight of outside law firms (such as helping to prepare and file registration statements and proxy
statements; overseeing fund activities and providing legal interpretations regarding such activities; and negotiating agreements with other fund service providers); and providing leverage, capital and distribution management services.
The Board also recognized that the Adviser and its affiliates have undertaken a number of initiatives over the previous year that benefited the complex and/or particular Nuveen funds including,
but not limited to:
• Fund Improvements and Product Management Initiatives – continuing to proactively manage the Nuveen fund complex as a whole and at
the individual fund level with an aim to enhance the shareholder outcomes through, among other things, rationalizing the product line and gaining efficiencies through mergers, repositionings and liquidations; reviewing and updating investment
policies and benchmarks; and integrating certain investment teams and changing the portfolio managers serving various funds;
• Capital Initiatives – continuing to invest capital to support new Nuveen funds with initial capital as well as to facilitate
modifications to the strategies or structure of existing funds;
• Compliance Program Initiatives – continuing efforts to mitigate compliance risk, increase operating efficiencies, strengthen key
compliance program elements and support international business growth and other objectives through, among other things, integrating various investment teams across affiliates, consolidating marketing review functions, enhancing compliance
related technologies and establishing and maintaining shared broad-based compliance policies throughout the organization and its affiliates;
• Risk Management and Valuation Services - continuing efforts to provide Nuveen with a more disciplined and consistent approach to
identifying and mitigating the firm’s operational risks through, among other things, enhancing the interaction and reporting between the investment risk management team and various affiliates and adopting a risk operational framework across the
complex;
• Regulatory Matters – continuing efforts to monitor regulatory trends and advocate on behalf of the Nuveen funds, to implement and
comply with new or revised rules and mandates and to respond to regulatory inquiries and exams;
• Government Relations – continuing efforts of various Nuveen teams and affiliates to develop policy positions on a broad range of
issues that may impact the Nuveen funds, advocate and communicate these positions to lawmakers and other regulatory authorities and work with trade associations to ensure these positions are represented;
• Business Continuity, Disaster Recovery and Information Services – continuing to periodically test business continuity and
disaster recovery plans, maintain an information security program designed to identify and manage information security risks, and provide reports to the Board, at least annually, addressing, among other things, management’s security risk
assessment,
123
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
cyber risk profile, potential impact of new or revised laws and regulations, incident tracking and other relevant information technology risk-related reports;
• Expanded Dividend Management Services – continuing to manage the dividends among the varying types of Nuveen funds within the
Nuveen complex to be consistent with the respective fund’s product design and investing resources to develop systems to assist in the process for newer products such as target term funds; and
• with respect specifically to closed-end funds, such initiatives also included:
•• Leverage Management Services – continuing to actively manage leverage including developing new leverage instruments, managing
leverage exposure and costs through various providers, and managing and adapting tender option bond structures to comply with regulations and developing further relationships with leverage providers;
•• Capital Management, Market Intelligence and Secondary Market Services – ongoing capital management efforts through shelf
offerings, share repurchases as appropriate to address discounts, tender offers and capital return programs as well as providing market data analysis to help understand closed-end fund ownership cycles and their impact on secondary market
trading as well as to improve proxy solicitation efforts; and
•• Closed-end Fund Investor Relations Program – maintaining the closed-end fund investor relations program which, among other
things, raises awareness, provides educational materials and cultivates advocacy for closed-end funds and the Nuveen closed-end fund product line.
The Board also noted the benefits to shareholders of investing in a Nuveen fund, as each Nuveen fund is a part of a large fund
complex with a variety of investment disciplines, capabilities, expertise and resources available to navigate and support the funds including during stressed times as occurred in the market in
the first half of 2020. In addition to the services provided by the Adviser, the Board also considered the risks borne by the Adviser and its affiliates in managing the Nuveen funds, including entrepreneurial, operational, reputational,
regulatory and litigation risks.
The Board further considered the division of responsibilities between the Adviser and the Sub-Adviser and recognized that the Sub-Adviser and its investment personnel generally are responsible
for the management of each Fund’s portfolio under the oversight of the Adviser and the Board. The Board considered an analysis of the Sub-Adviser provided by the Adviser which included, among other things, the Sub-Adviser’s assets under
management and changes thereto, a summary of the applicable investment team and changes thereto, the investment approach of the team and the performance of the funds sub-advised by the Sub-Adviser over various periods. The Board further
considered at the May Meeting or prior meetings evaluations of the Sub-Adviser’s compliance program and trade execution. The Board also considered the structure of investment personnel compensation programs and whether this structure provides
appropriate incentives to act in the best interests of the respective Nuveen funds. The Board noted that the Adviser recommended the renewal of the Sub-Advisory Agreements.
Based on its review, the Board determined, in the exercise of its reasonable business judgment, that it was satisfied with the nature, extent and quality of services provided to the respective
Funds under each applicable Advisory Agreement.
B. The Investment Performance of the Funds and Fund Advisers
In evaluating the quality of the services provided by the Fund Advisers, the Board also received and considered a variety of investment performance data of the Nuveen funds they advise. In this
regard, the Board reviewed, among other things, Fund performance over the quarter, one-, three- and five-year periods ending December 31, 2019. Unless otherwise indicated, the performance data referenced below reflects the periods ended
December 31, 2019. In general, the year 2019 was a period of strong market performance. However, as noted above, the Board recognized the unprecedented market volatility and decline that occurred in early 2020 and the significant impact it
would have on fund performance. As a result, the Board reviewed
124
performance data capturing more recent time periods, including performance data reflecting the first quarter of 2020 as well as performance data for various periods ended April 17, 2020 for its
April Meeting and May 8, 2020 for its May Meeting.
The Board reviewed both absolute and relative fund performance during the annual review over the various time periods. With respect to the latter, the Board considered fund performance in
comparison to the performance of peer funds (the “Performance Peer Group”) and recognized and/or customized benchmarks (i.e., generally benchmarks derived from
multiple recognized benchmarks). For funds that had changes in portfolio managers, the Board considered performance data of such funds before and after such changes. In considering performance data, the Board is aware of certain inherent
limitations with such data, including that differences between the objective(s), strategies and other characteristics of the Nuveen funds compared to the respective Performance Peer Group and/or benchmark(s) (such as differences in the use of
leverage) as well as differences in the composition of the Performance Peer Group over time will necessarily contribute to differences in performance results and limit the value of the comparative information. To assist the Board in its review
of the comparability of the relative performance, the Adviser has ranked the relevancy of the peer group to the funds as low, medium or high.
As noted above, the Board reviewed fund performance over various periods ended December 31, 2019 as well as the first quarter of 2020 and various time periods ended April 17, 2020 and May 8,
2020. In light of the significant market decline in the early part of 2020, the Board noted that a shorter period of underperformance may significantly impact longer term performance. Further, the Board recognized that performance data may
differ significantly depending on the ending date selected and accordingly, performance results for periods ended at the year-end of 2019 may vary significantly from performance results for periods ended in the first quarter of 2020,
particularly given the extraordinary market conditions at that time as the impact of COVID-19 and other market developments unfolded. The Board considered a fund’s performance in light of the overall financial market conditions. In addition,
the Board recognized that shareholders may evaluate performance based on their own holding periods which may differ from the periods reviewed by the Board and lead to differing results.
The secondary market trading of shares of the Nuveen closed-end funds continues to be a priority for the Board given its importance to shareholders, and therefore data reflecting the premiums
and discounts at which the shares of the closed-end funds trade is reviewed by the Board during its annual review and by the Board and/or its Closed-end Fund committee during its respective quarterly meetings throughout the year.
In addition to the performance data prepared in connection with the annual review of the advisory agreements of the Nuveen funds, the Board reviewed fund performance throughout the year at its
quarterly meetings representing differing time periods and took into account the discussions that occurred at these Board meetings in evaluating a fund’s overall performance. The Board also considered, among other things, the Adviser’s analysis
of each Nuveen fund’s performance, with particular focus on funds that were considered performance outliers (both overperformance and underperformance), the factors contributing to the performance and any steps taken to address any performance
concerns. Given the volatile market conditions of early 2020, the Board considered the Adviser’s analysis of the impact of such conditions on the Nuveen funds’ performance.
The Board evaluated performance in light of various factors, including general market conditions, issuer-specific information, asset class information, fund cash flows and other factors.
Accordingly, depending on the facts and circumstances, the Board may be satisfied with a fund’s performance notwithstanding that its performance may be below its benchmark or peer group for certain periods. However, with respect to any Nuveen
funds for which the Board had identified performance issues, the Board monitors such funds closely until performance improves, discusses with the Adviser the reasons for such results, considers whether any steps are necessary or appropriate to
address such issues, and reviews the results of any efforts undertaken.
The Board’s determinations with respect to each Fund are summarized below.
For Nuveen Georgia Quality Municipal Income Fund (the “Georgia Fund”), the Board noted that the Fund outperformed its benchmark for the one-, three- and
five-year periods ended December 31, 2019. The Fund also ranked in the second quartile of its Performance Peer Group for the one-year period, third quartile for the three-year period and fourth quartile for the five-year
125
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
period ended December 31, 2019. With the market decline in the first quarter of 2020, the Fund outperformed its benchmark for the one-, three- and five-year periods ended March 31, 2020. The
Fund also ranked in the first quartile of its Performance Peer Group for the one-year period ended March 31, 2020, the second quartile of its Performance Peer Group for the three-year period ended March 31, 2020, and the third quartile of its
Performance Peer Group for the five-year period ended March 31, 2020. The Board was satisfied with the Fund’s overall performance.
For Nuveen Maryland Quality Municipal Income Fund (the “Maryland Fund”), the Board noted that the Fund outperformed its benchmark and ranked in the first
quartile of its Performance Peer Group for the one-, three- and five-year periods ended December 31, 2019. With the market decline in the first quarter of 2020, although the Fund’s performance was below the performance of its benchmark for the
one-year period ended March 31, 2020, the Fund outperformed its benchmark for the three- and five-year periods ended March 31, 2020. The Fund further ranked in the third quartile of its Performance Peer Group for the one-year period ended March
31, 2020 and the second quartile of its Performance Peer Group for the three- and five-year periods ended March 31, 2020. The Board was satisfied with the Fund’s overall performance.
For Nuveen Massachusetts Quality Municipal Income Fund (the “Massachusetts Fund”), the Board noted that the Fund outperformed its benchmark for the one-,
three- and five-year periods ended December 31, 2019. The Fund further ranked in the second quartile of its Performance Peer Group for the one-year period ended December 31, 2019 and third quartile for the three- and five-year periods ended
December 31, 2019. With the market decline in the first quarter of 2020, although the Fund’s performance was below the performance of its benchmark for the one-year period ended March 31, 2020, the Fund outperformed its benchmark for the three-
and five-year periods ended March 31, 2020. The Fund further ranked in the second quartile of its Performance Peer Group for the one-, three- and five-year periods ended March 31, 2020. The Board was satisfied with the Fund’s overall
performance.
For Nuveen Minnesota Quality Municipal Income Fund (the “Minnesota Fund”), the Board noted that the Fund outperformed its benchmark for the one-, three-
and five-year periods ended December 31, 2019. The Fund further ranked in the first quartile of its Performance Peer Group for the one- and three-year periods ended December 31, 2019 and second quartile of its Performance Peer Group for the
five-year period ended December 31, 2019. With the market decline in the first quarter of 2020, although the Fund’s performance was below the performance of its benchmark for the one-year period ended March 31, 2020, the Fund outperformed its
benchmark for the three- and five-year periods ended March 31, 2020. The Fund further ranked in the second quartile of its Performance Peer Group for the one- and five-year periods ended March 31, 2020 and first quartile of its Performance Peer
Group for the three-year period ended March 31, 2020. The Board was satisfied with the Fund’s overall performance.
For Nuveen Missouri Quality Municipal Income Fund (the “Missouri Fund”), the Board noted that the Fund outperformed its benchmark for the one-, three-
and five-year periods ended December 31, 2019. The Fund further ranked in the third quartile of its Performance Peer Group for the one- and five-year periods ended December 31, 2019 and fourth quartile of its Performance Peer Group for the
three-year period ended December 31, 2019. With the market decline in the first quarter of 2020, although the Fund’s performance was below the performance of its benchmark for the one-year period ended March 31, 2020, the Fund outperformed its
benchmark for the three- and five-year periods ended March 31, 2020. The Fund further ranked in the second quartile of its Performance Peer Group for the one-year period ended March 31, 2020, the third quartile of its Performance Peer Group for
the three-year period ended March 31, 2020, and the first quartile of its Performance Peer Group for the five-year period ended March 31, 2020. The Board was satisfied with the Fund’s overall performance.
For Nuveen Virginia Quality Municipal Income Fund (the “Virginia Fund”), the Board noted that the Fund outperformed its benchmark and ranked in the first
quartile of its Performance Peer Group for the one-, three- and five-year periods ended December 31, 2019. With the market decline in the first quarter of 2020, although the Fund’s performance was below the performance of its benchmark for the
one-year period ended March 31, 2020, the Fund outperformed its benchmark for the three- and five-year periods ended March 31, 2020. The Fund further ranked in the first quartile of its Performance Peer Group
126
for the one- and three-year periods ended March 31, 2020 and the second quartile of its Performance Peer Group for the five-year period ended March 31, 2020. The Board was satisfied with the
Fund’s overall performance.
C. Fees, Expenses and Profitability
1. Fees and Expenses
As part of its annual review, the Board considered the contractual management fee and net management fee (the management fee after taking into consideration fee waivers and/or expense
reimbursements, if any) paid by a fund to the Adviser in light of the nature, extent and quality of the services provided. The Board also considered the total operating expense ratio of each fund before and after any fee waivers and/or expense
reimbursements. More specifically, the Independent Board Members reviewed, among other things, each fund’s gross and net management fee rates (i.e., before and after expense reimbursements and/or fee
waivers, if any) and net total expense ratio in relation to those of a comparable universe of funds (the “Peer Universe”) established by Broadridge. The Independent Board Members reviewed the methodology
Broadridge employed to establish its Peer Universe and recognized that differences between the applicable fund and its respective Peer Universe as well as changes to the composition of the Peer Universe from year to year may limit some of the
value of the comparative data. The Independent Board Members also considered a fund’s operating expense ratio as it more directly reflected the shareholder’s costs in investing in the respective fund.
In their review, the Independent Board Members considered, in particular, each fund with a net expense ratio (excluding investment-related costs of leverage) of six basis points or higher
compared to that of its peer average (each, an “Expense Outlier Fund”), including the Missouri Fund, and an analysis as to the factors contributing to each such fund’s higher relative net expense ratio.
In addition, although the Board reviewed a fund’s total net expenses both including and excluding investment-related expenses (i.e., leverage costs) and taxes for certain of the closed-end funds, the
Board recognized that leverage expenses will vary across funds and in comparison to peers because of differences in the forms and terms of leverage employed by the respective fund. Accordingly, in reviewing the comparative data between a fund
and its peers, the Board generally considered the fund’s net expense ratio and fees (excluding leverage costs and leveraged assets) to be higher if they were over 10 basis points higher, slightly higher if they were 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 Universe. The Independent Board Members also considered, in relevant part, a fund’s net management
fee and net total expense ratio in light of its performance history.
In their review of the fee arrangements for the Nuveen funds, the Independent Board Members considered the management fee schedules, including the complex-wide and fund-level breakpoint
schedules. The Board noted that across the Nuveen fund complex, the complex-wide fee breakpoints reduced fees by $56.6 million and fund-level breakpoints reduced fees by $66.8 million in 2019.
With respect to the Sub-Adviser, the Board also considered the sub-advisory fee schedule paid to the Sub-Adviser in light of the sub-advisory services provided to the respective Fund, the
breakpoint schedule and comparative data of the fees the Sub-Adviser charges to other clients, if any. In its review, the Board recognized that the compensation paid to the Sub-Adviser is the responsibility of the Adviser, not the Funds.
The Independent Board Members noted that the Georgia Fund, the Maryland Fund and the Virginia Fund each had a net management fee slightly higher than its peer average but a net expense ratio
below its peer average. The Independent Board Members noted that the Massachusetts Fund and the Minnesota Fund each had a net management fee slightly higher than its peer average but a net expense ratio in line with its peer average. The
Independent Board Members noted that the Missouri Fund had a net management fee slightly higher than its peer average and a net expense ratio higher than its peer average. The Independent Board Members recognized the Missouri Fund’s net expense
ratio was higher than the peer average due, in part, to the small size of such Fund compared to peers in the peer set.
127
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
Based on its review of the information provided, the Board determined that each 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
In determining the appropriateness of fees, the Board also considered information regarding the fee rates the respective Fund Advisers charged to certain other types of clients and the type of
services provided to these other clients. With respect to the Adviser and/or the Sub-Adviser, such other clients may include retail and institutional managed accounts, passively managed exchange-traded funds (“ETFs”)
sub-advised by the Sub-Adviser but that are offered by another fund complex and municipal managed accounts offered by an unaffiliated adviser. With respect to the Sub-Adviser, the Board reviewed, among other things, the fee range and average
fee of municipal retail wrap accounts and municipal institutional accounts.
In considering the fee data of other clients, the Board considered, among other things, the differences in the amount, type and level of services provided to the Nuveen funds relative to other
clients as well as the differences in portfolio investment policies, investor profiles, account sizes and regulatory requirements, all of which contribute to the variations in the fee schedules. The Board recognized the complexity and myriad of
services the Adviser had provided to the Nuveen funds compared to the other types of clients as the Adviser is principally responsible for all aspects of operating the funds, including complying with the increased regulatory requirements
required when managing the funds as well as the increased entrepreneurial, legal and regulatory risks that the Adviser incurs in sponsoring and managing the funds. Further, with respect to ETFs, the Board considered that Nuveen ETFs are
passively managed compared to the active management of the other Nuveen funds which contributed to the differences in fee levels between the Nuveen ETFs and other Nuveen funds. In general, higher fee levels reflect higher levels of service
provided by the Adviser, increased investment management complexity, greater product management requirements, and higher levels of business risk or some combination of these factors. The Board further considered that the Sub-Adviser’s fee is
essentially for portfolio management services and therefore more comparable to the fees it receives for retail wrap accounts and other external sub-advisory mandates. The Board concluded the varying levels of fees were justified given, among
other things, the inherent differences in the products and the level of services provided to the Nuveen funds versus other clients, the differing regulatory requirements and legal liabilities and the entrepreneurial, legal and regulatory risks
incurred in sponsoring and advising a registered investment company.
3. Profitability of Fund Advisers
In their review, the Independent Board Members considered information regarding Nuveen’s level of profitability for its advisory services to the Nuveen funds for the calendar years 2019 and
2018. The Board reviewed, among other things, Nuveen’s net margins (pre-tax) (both including and excluding distribution expenses); gross and net revenue margins (pre- and post-tax); revenues, expenses, and net income (pre-tax and after-tax and
before distribution) of Nuveen for fund advisory services; and comparative profitability data comparing the margins of Nuveen compared to the adjusted margins of certain peers with publicly available data and with the most comparable assets
under management (based on asset size and asset composition) for each of the last two calendar years. The Board also reviewed the revenues and expenses the Adviser derived from its ETF product line for the 2018 and 2019 calendar years.
In reviewing the profitability data, the Independent Board Members recognized the subjective nature of calculating profitability as the information is not audited and is dependent on cost
allocation methodologies to allocate expenses of Nuveen and its affiliates between the fund and non-fund businesses. The expenses to be allocated include direct expenses in servicing the Nuveen funds as well as indirect and/or shared costs
(such as overhead, legal and compliance) some of which are attributed to the Nuveen funds pursuant to the cost allocation methodologies. The Independent Board Members reviewed a description of the cost allocation methodologies employed to
develop the financial information and a summary of the history of changes to the methodology over the eleven-year period from 2008 to 2019. The Board had also appointed three Independent Board Members, along with the assistance of independent
counsel, to serve as the Board’s liaisons to review the development of the profitability data and any proposed changes to the cost allocation methodology prior to incorporating any such changes and to
128
report to the full Board. The Board recognized that other reasonable and valid allocation methodologies could be employed and could lead to significantly different results. Based on the data,
the Independent Board Members noted that Nuveen’s net margins were higher in 2019 than the previous year and considered the key drivers behind the revenue and expense changes that impacted Nuveen’s net margins between the years. The Board also
noted the reinvestments of some of the profits into the business through, among other things, the investment of seed capital in certain funds and continued investments in enhancements to information technology, internal infrastructure and data
management improvements and global investment and innovation projects.
As noted above, the Independent Board Members also considered Nuveen’s margins from its relationship to the Nuveen funds compared to the adjusted margins of certain peers with publicly available
data and with the most comparable assets under management (based on asset size and asset composition) to Nuveen for the calendar years 2019 and 2018. The Independent Board Members noted that Nuveen’s margins from its relationships with the
Nuveen funds were on the low range compared to the adjusted margins of the peers. The Independent Board Members, however, recognized that it is difficult to make comparisons of profitability with other investment adviser peers given that
comparative data is not generally public and the calculation of profitability is subjective and affected by numerous factors (such as types of funds a peer manages, its business mix, its cost of capital, the numerous assumptions underlying the
methodology used to allocate expenses and other factors) which can have a significant impact on the results.
Aside from Nuveen’s profitability, the Board recognized that the Adviser is a subsidiary of Nuveen, LLC, the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). As such, the Board also reviewed a balance sheet for TIAA reflecting its assets, liabilities and capital and contingency reserves for the 2019 and 2018 calendar years to consider the financial
strength of TIAA. The Board recognized the benefit of having an investment adviser and its parent with significant resources, particularly during periods of market stress.
In addition to Nuveen, the Independent Board Members also considered the profitability of the Sub-Adviser from its relationships with the Nuveen funds. In this regard, the Independent Board
Members reviewed, among other things, the Sub-Adviser’s revenues, expenses and net revenue margins (pre- and post-tax) for its advisory activities for the calendar year ended December 31, 2019 as well as its pre-tax and after-tax net revenue
margins for 2019 compared to such margins for 2018. The Independent Board Members also reviewed a profitability analysis reflecting the revenues, expenses and revenue margin (pre-and post-tax) by asset type for the Sub-Adviser for the calendar
year ended December 31, 2019 and the pre- and post-tax revenue margins from 2019 and 2018.
In evaluating the reasonableness of the compensation, the Independent Board Members also considered any other ancillary benefits derived by the respective Fund Adviser from its relationship with
the Nuveen funds as discussed in further detail below.
Based on a consideration of all the information provided, the Board noted that Nuveen’s and the Sub-Adviser’s level of profitability was acceptable and not unreasonable in light of the services
provided.
D. Economies of Scale and Whether Fee Levels Reflect These Economies of Scale
The Board considered whether there have been economies of scale with respect to the management of the Nuveen funds and whether these economies of scale have been appropriately shared with the
funds. The Board recognized that although economies of scale are difficult to measure, there are several methods to help share the benefits of economies of scale, including breakpoints in the management fee schedule, fee waivers and/or expense
limitations, the pricing of Nuveen funds at scale at inception and investments in Nuveen’s business which can enhance the services provided to the funds for the fees paid. The Board noted that Nuveen generally has employed these various
methods. In this regard, the Board noted that the management fee of the Adviser is generally comprised of a fund-level component and a complex-level component each with its own breakpoint schedule, subject to certain exceptions. The Board
reviewed the fund-level and complex-level fee schedules. The Board considered that the fund-level breakpoint schedules are designed to share economies of scale with shareholders if
129
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
the particular fund grows, and the complex-level breakpoint schedule is designed to deliver the benefits of economies of scale to shareholders when the eligible assets in the complex pass
certain thresholds even if the assets of a particular fund are unchanged or have declined. With respect to the Nuveen closed-end funds, the Board noted that, although such funds may from time to time make additional share offerings, the growth
of their assets would occur primarily through the appreciation of such funds’ investment portfolios. Further, in the calculation of the complex-level component, the Board noted that it had approved the acquisition of several Nuveen funds by
similar TIAA-CREF funds in 2019. However, to mitigate the loss of the assets of these Nuveen funds deemed eligible to be included in the calculation of the complex-wide fee when these Nuveen funds left the complex upon acquisition, Nuveen
agreed to credit approximately $460 million to assets under management to the Nuveen complex in calculating the complex-wide component.
The Independent Board Members also recognized the Adviser’s continued reinvestment in its business through, among other things, investments in its business infrastructure and information
technology, portfolio accounting system and other systems and platforms that will, among other things, support growth, simplify and enhance information sharing, and enhance the investment process to the benefit of all of the Nuveen funds.
Based on its review, the Board concluded that the current fee arrangements together with the Adviser’s reinvestment in its business appropriately shared any economies of scale with shareholders.
E. Indirect Benefits
The Independent Board Members received and considered information regarding other benefits the respective Fund Adviser or its affiliates may receive as a result of their relationship with the
Nuveen funds. The Board considered the compensation that an affiliate of the Adviser received for serving as co-manager in the initial public offerings of new closed-end funds and for serving as an underwriter on shelf offerings of existing
closed-end funds. In addition, the Independent Board Members also noted that various sub-advisers (including the Sub-Adviser) may engage in soft dollar transactions pursuant to which they may receive the benefit of research products and other
services provided by broker-dealers executing portfolio transactions on behalf of the applicable Nuveen funds, although the Board recognized that certain sub-advisers may be phasing out the use of soft dollars over time.
The Board, however, noted that the benefits for the Sub-Adviser when transacting in fixed-income securities may be more limited as such securities generally trade on a principal basis and
therefore do not generate brokerage commissions. Further, the Board considered that although the Sub-Adviser may benefit from the receipt of research and other services that it may otherwise have to pay for out of its own resources, the
research may also benefit the Nuveen funds to the extent it enhances the ability of the Sub-Adviser to manage such funds or is acquired through the commissions paid on portfolio transactions of other clients.
Based on its review, the Board concluded that any indirect benefits received by a Fund Adviser as a result of its relationship with the Funds were reasonable and within acceptable parameters.
F. Other Considerations
The Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members, including the Independent Board Members, concluded that the terms of
each Advisory Agreement were fair and reasonable, that the respective Fund Adviser’s fees were reasonable in light of the services provided to each Fund and that the Advisory Agreements be renewed.
130
Board Members & Officers (Unaudited)
The management of the Funds, including general supervision of the duties performed for the Funds by the Adviser, is the responsibility of the Board of Trustees of the Funds. The number of trustees of the Funds is
set at nine. None of the trustees who are not “interested” persons of the Funds (referred to herein as “independent board members”) 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 Trustee oversees and other directorships they hold are set forth below.
Name,
|
Position(s) Held
|
Year First
|
Principal
|
Number
|
Year of Birth
|
with the Funds
|
Elected or
|
Occupation(s)
|
of Portfolios
|
& Address
|
|
Appointed
|
Including other
|
in Fund Complex
|
|
|
and Term(1)
|
Directorships
|
Overseen by
|
|
|
|
During Past 5 Years
|
Board Member
|
|
Independent Board Members:
|
|
|
■ TERENCE J. TOTH
1959
333 W. Wacker Drive
Chicago, IL 6o6o6
|
Chairman and
Board Member
|
2008
Class II
|
Formerly, a Co-Founding Partner, Promus Capital (2008-2017); Director, Quality Control Corporation (since 2012); member: Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (since 2012), and chair of its
Investment Committee; formerly, Director, Fulcrum IT Services LLC (2010- 2019); 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); 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).
|
154
|
|
■ JACK B. EVANS
1948
333 W. Wacker Drive
Chicago, IL 6o6o6
|
Board Member
|
1999
Class III
|
Chairman (since 2019), formerly, President (1996-2019), The Hall-Perrine Foundation, a private philanthropic corporation; Director and Chairman, United Fire Group, a publicly held company; Director, Public Member, American Board
of Orthopaedic Surgery (since 2015); Life Trustee of Coe College and the Iowa College Foundation; formerly, President Pro-Tem of the Board of Regents for the State of Iowa University System; formerly, Director, Alliant Energy and
The Gazette Company; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm.
|
154
|
|
■ WILLIAM C. HUNTER
1948
333 W. Wacker Drive
Chicago, IL 6o6o6
|
Board Member
|
2003
Class I
|
Dean Emeritus, formerly, Dean, Tippie College of Business, University of Iowa (2006-2012); Director of Wellmark, Inc. (since 2009); past Director (2005-2015), and past President (2010-2014) Beta Gamma Sigma, Inc., The
International Business Honor Society; formerly, Director (2004-2018) of Xerox Corporation; 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.
|
154
|
|
■ ALBIN F. MOSCHNER
1952
333 W. Wacker Drive
Chicago, IL 6o6o6
|
Board Member
|
2016
Class III
|
Founder and Chief Executive Officer, Northcroft Partners, LLC, a
management consulting firm (since 2012); formerly, Chairman (2019), and Director (2012-2019), USA Technologies, Inc., a provider of solutions and services to facilitate electronic payment transactions; formerly, Director,
Wintrust Financial Corporation (1996-2016); previously, held positions at Leap Wireless International, Inc., including Consultant (2011-2012), Chief Operating Officer (2008-2011), and Chief Marketing Officer (2004-2008); formerly,
President, Verizon Card Services division of Verizon Communications, Inc. (2000-2003); formerly, President, One Point Services at One Point Communications (1999- 2000); formerly, Vice Chairman of the Board, Diba, Incorporated
(1996-1997); formerly, various executive positions (1991-1996) and Chief Executive Officer (1995-1996) of Zenith Electronics Corporation.
|
154
|
131
Board Members & Officers (Unaudited) (continued)
Name,
|
Position(s) Held
|
Year First
|
Principal
|
Number
|
Year of Birth
|
with the Funds
|
Elected or
|
Occupation(s)
|
of Portfolios
|
& Address
|
|
Appointed
|
Including other
|
in Fund Complex
|
|
|
and Term(1)
|
Directorships
|
Overseen by
|
|
|
|
During Past 5 Years
|
Board Member
|
|
Independent Board Members (continued):
|
|
|
■ JOHN K. NELSON
1962
333 W. Wacker Drive
Chicago, IL 6o6o6
|
Board Member
|
2013
Class II
|
Member of Board of Directors of Core12 LLC. (since 2008), a private firm which develops branding, marketing and communications strategies for clients; served on The President’s Council of Fordham University (2010- 2019) and
previously a Director of the Curran Center for Catholic American Studies (2009- 2018); formerly, senior external advisor to the Financial Services practice of Deloitte Consulting LLP. (2012-2014); former Chair of the Board of Trustees
of Marian University (2010-2014 as trustee, 2011-2014 as Chair); formerly Chief Executive Officer of ABN AMRO Bank N.V., North America, and Global Head of the Financial Markets Division (2007-2008), with various executive leadership
roles in ABN AMRO Bank N.V. between 1996 and 2007.
|
154
|
|
■ JUDITH M. STOCKDALE
1947
333 W. Wacker Drive
Chicago, IL 6o6o6
|
Board Member
|
1997
Class I
|
Board Member, Land Trust Alliance (since 2013); formerly, Board Member, U.S. Endowment for Forestry and Communities (2013-2019); formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation; prior thereto,
Executive Director, Great Lakes Protection Fund (1990-1994).
|
154
|
|
■ CAROLE E. STONE
1947
333 W. Wacker Drive
Chicago, IL 6o6o6
|
Board Member
|
2007
Class I
|
Former Director, Chicago Board Options Exchange, Inc. (2006-2017); and C2 Options Exchange, Incorporated (2009-2017); former Director, Cboe, Global Markets, Inc., formerly, CBOE Holdings, Inc. (2010-May 2020); formerly,
Commissioner, New York State Commission on Public Authority Reform (2005-2010).
|
154
|
|
■ MARGARET L. WOLFF
1955
333 W. Wacker Drive
Chicago, IL 6o6o6
|
Board Member
|
2016
Class I
|
Formerly, member of the Board of Directors (2013-2017) of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each, a part of Travelers Canada, the Canadian operation of The Travelers
Companies, Inc.); formerly, Of Counsel, Skadden, Arps, Slate, Meagher & Flom LLP (Mergers & Acquisitions Group) (2005-2014); Member of the Board of Trustees of New York-Presbyterian Hospital (since 2005); Member (since 2004)
and Chair (since 2015) of the Board of Trustees of The John A. Hartford Foundation (a philanthropy dedicated to improving the care of older adults); formerly, Member (2005-2015) and Vice Chair (2011-2015) of the Board of Trustees of
Mt. Holyoke College.
|
154
|
|
■ ROBERT L. YOUNG
1963
333 W. Wacker Drive
Chicago, IL 6o6o6
|
Board Member
|
2017
Class II
|
Formerly, Chief Operating Officer and Director, J.P.Morgan Investment Management Inc. (2010-2016); formerly, President and Principal Executive Officer (2013-2016), and Senior Vice President and Chief Operating Officer (2005-2010),
of J.P.Morgan Funds; formerly, Director and various officer positions for J.P.Morgan Investment Management Inc. (formerly, JPMorgan Funds Management, Inc. and formerly, One Group Administrative Services) and JPMorgan Distribution
Services, Inc. (formerly, One Group Dealer Services, Inc.) (1999-2017).
|
154
|
132
Name,
|
Position(s) Held
|
Year First
|
Principal
|
Year of Birth
|
with the Funds
|
Elected or
|
Occupation(s)
|
& Address
|
|
Appointed(2)
|
During Past 5 Years
|
|
Officers of the Funds:
|
|
|
■ CEDRIC H. ANTOSIEWICZ
1962
333 W. Wacker Drive
Chicago, IL 6o6o6
|
Chief
Administrative
Officer
|
2007
|
Senior Managing Director (since 2017), formerly, Managing Director (2004-2017) of Nuveen Securities, LLC; Senior Managing Director (since 2017), formerly, Managing Director (2014-2017) of Nuveen Fund Advisors, LLC.
|
|
■ NATHANIEL T. JONES
1979
333 W. Wacker Drive
Chicago, IL 6o6o6
|
Vice President
and Treasurer
|
2016
|
Managing Director (since 2017), formerly, Senior Vice President (2016-2017), formerly, Vice President (2011-2016) of Nuveen; Managing Director (since 2015) of Nuveen Fund Advisors, LLC; Chartered Financial Analyst.
|
|
■ WALTER M. KELLY
1970
333 W. Wacker Drive
Chicago, IL 6o6o6
|
Chief Compliance
Officer and
Vice President
|
2003
|
Managing Director (since 2017), formerly, Senior Vice President
(2008-2017) of Nuveen.
|
|
■ DAVID J. LAMB
1963
333 W. Wacker Drive
Chicago, IL 6o6o6
|
Vice President
|
2015
|
Managing Director (since 2017), formerly, Senior Vice President of
Nuveen (since 2006), Vice President prior to 2006.
|
|
■ TINA M. LAZAR
1961
333 W. Wacker Drive
Chicago, IL 6o6o6
|
Vice President
|
2002
|
Managing Director (since 2017), formerly, Senior Vice President (2014-2017) of Nuveen Securities, LLC.
|
|
|
■ BRIAN J. LOCKHART
1974
333 W. Wacker Drive
Chicago, IL 6o6o6
|
Vice President
|
2019
|
Managing Director (since 2019) of Nuveen Fund Advisors, LLC; Managing Director (since 2017), formerly, Vice President (2010-2017) of Nuveen; Head of Investment Oversight (since 2017), formerly, Team Leader of Manager Oversight
(2015-2017); Chartered Financial Analyst and Certified Financial Risk Manager.
|
|
■ JACQUES M. LONGERSTAEY
1963
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
|
Vice President
|
2019
|
Senior Managing Director, Chief Risk Officer, Nuveen, LLC (since May 2019); Senior Managing Director (since May 2019) of Nuveen Fund Advisors, LLC; formerly, Chief Investment and Model Risk Officer, Wealth & Investment
Management Division, Wells Fargo Bank (NA) (from 2013-2019).
|
133
Board Members & Officers (Unaudited) (continued)
Name,
|
Position(s) Held
|
Year First
|
Principal
|
Year of Birth
|
with the Funds
|
Elected or
|
Occupation(s)
|
& Address
|
|
Appointed(2)
|
During Past 5 Years
|
|
Officers of the Funds (continued):
|
|
■ KEVIN J. MCCARTHY
1966
333 W. Wacker Drive
Chicago, IL 6o6o6
|
Vice President
and Assistant
Secretary
|
2007
|
Senior Managing Director (since 2017) and Secretary and General Counsel (since 2016) of Nuveen Investments, Inc., formerly, Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2008-2016); Senior
Managing Director (since 2017) and Assistant Secretary (since 2008) of Nuveen Securities, LLC, formerly Executive Vice President (2016-2017) and Managing Director (2008-2016); Senior Managing Director (since 2017), Secretary (since
2016) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC, formerly, Executive Vice President (2016-2017), Managing Director (2008-2016) and Assistant Secretary (2007-2016); Senior Managing Director (since 2017),
Secretary (since 2016) and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC, formerly Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2011- 2016); Senior Managing Director
(since 2017) and Secretary (since 2016) of Nuveen Investments Advisers, LLC, formerly Executive Vice President (2016- 2017); Vice President (since 2007) and Secretary (since 2016), formerly, Assistant Secretary, of NWQ Investment
Management Company, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and Winslow Capital Management, LLC (since 2010). Senior Managing Director (since 2017) and Secretary (since 2016) of Nuveen Alternative
Investments, LLC.
|
|
■ JON SCOTT MEISSNER
1973
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
|
Vice President
|
2019
|
Managing Director of Mutual Fund Tax and Financial Reporting groups at Nuveen (since 2017); Managing Director of Nuveen Fund Advisors, LLC (since 2019); Senior Director of Teachers Advisors, LLC and TIAA-CREF Investment Management,
LLC (since 2016); Senior Director (since 2015) Mutual Fund Taxation to the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account VA-1 and the CREF Accounts; has held various positions with TIAA since 2004.
|
|
■ WILLIAM T. MEYERS
1966
333 W. Wacker Drive
Chicago, IL 60606
|
Vice President
|
2018
|
Senior Managing Director (since 2017), formerly, Managing Director (2016-2017), Senior Vice President (2010-2016) of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Senior Managing Director (since 2017), formerly, Managing
Director (2016-2017), Senior Vice President (2010-2016) of Nuveen, has held various positions with Nuveen since 1991.
|
|
■ DEANN D. MORGAN
1969
100 Park Avenue
New York, NY 10016
|
Vice President
|
2020
|
Executive Vice President, Global Head of Product at Nuveen (since November 2019); Co-Chief Executive Officer of Nuveen Securities, LLC (since March 2020); Managing Member MDR Collaboratory LLC (since 2018); Managing Director, Head
of Wealth Management Product Structuring & COO Multi Asset Investing, The Blackstone Group (2013-2017).
|
|
■ MICHAEL A. PERRY
1967
333 W. Wacker Drive
Chicago, IL 6o6o6
|
Vice President
|
2017
|
Executive Vice President (since 2017), previously Managing Director from 2016), of Nuveen Fund Advisors, LLC and Nuveen Alternative Investments, LLC; Executive Vice President (since 2017), formerly, Managing Director (2015-2017),
of Nuveen Securities, LLC; formerly, Managing Director (2010-2015) of UBS Securities, LLC.
|
|
■ CHRISTOPHER M. ROHRBACHER
1971
333 W. Wacker Drive
Chicago, IL 6o6o6
|
Vice President
and Assistant
Secretary
|
2008
|
Managing Director (since 2017) and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2017), formerly, Senior Vice President (2016-2017), Co-General Counsel (since 2019) and Assistant Secretary (since 2016) of
Nuveen Fund Advisors, LLC; Managing Director (since 2017), formerly, Senior Vice President (2012-2017) and Associate General Counsel (since 2016), formerly, Assistant General Counsel (2008-2016) of Nuveen.
|
134
Name,
|
Position(s) Held
|
Year First
|
Principal
|
Year of Birth
|
with the Funds
|
Elected or
|
Occupation(s)
|
& Address
|
|
Appointed(2)
|
During Past 5 Years
|
|
Officers of the Funds (continued):
|
|
■ WILLIAM A. SIFFERMANN
1975
333 W. Wacker Drive
Chicago, IL 6o6o6
|
Vice President
|
2017
|
Managing Director (since 2017), formerly Senior Vice President (2016-2017) and Vice President (2011-2016) of Nuveen.
|
|
■ E. SCOTT WICKERHAM
1973
TIAA
730 Third Avenue
New York, NY 10017
|
Vice President
and Controller
|
2019
|
Senior Managing Director, Head of Fund Administration at Nuveen, LLC (since 2019), formerly, Managing Director; Senior Managing Director (since 2019), Nuveen Fund Advisers, LLC; Principal Financial Officer, Principal Accounting
Officer and Treasurer (since 2017) to the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account VA-1 and the Treasurer (since 2017) to the CREF Accounts; Senior Director, TIAA-CREF Fund Administration (2014-2015); has
held various positions with TIAA since 2006.
|
|
■ MARK L. WINGET
1968
333 W. Wacker Drive
Chicago, IL 60606
|
Vice President
and Assistant
Secretary
|
2008
|
Vice President and Assistant Secretary of Nuveen Securities, LLC (since 2008); Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC (since 2019); Vice President (since 2010) and Associate General Counsel (since
2016), formerly, Assistant General Counsel (2008-2016) of Nuveen.
|
|
■ GIFFORD R. ZIMMERMAN
1956
333 W. Wacker Drive
Chicago, IL 60606
|
Vice President
Secretary
|
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); Vice President (since 2017), formerly,
Managing Director (2003-2017) and Assistant Secretary (since 2003) of Symphony Asset Management LLC; Managing Director and Assistant Secretary (since 2002) of Nuveen Investments Advisers, LLC; Vice President and Assistant Secretary of
NWQ Investment Management Company, LLC (since 2002), Santa Barbara Asset Management, LLC (since 2006), and of Winslow Capital Management, LLC, (since 2010); Chartered Financial Analyst.
|
(1) The Board of Trustees is divided into three classes, Class I, Class II, and Class III, with each being elected to serve until the third succeeding annual shareholders’
meeting subsequent to its election or thereafter in each case when its respective successors are duly elected or appointed, except two board members are elected by the holders of Preferred Shares, when applicable, to serve until the next annual
shareholders’ meeting subsequent to its election or thereafter in each case when its respective successors are duly elected or appointed. The year first elected or appointed represents the year in which the board member was first elected or
appointed to any fund in the Nuveen 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 complex.
135
Nuveen:
Serving Investors for Generations
Since 1898, financial professionals and their clients have relied on Nuveen to provide dependable investment solutions through continued adherence to proven, long-term investing principles. Today, we offer a range
of high quality solutions designed to be integral components of a well-diversified core portfolio.
Focused on meeting investor needs.
Nuveen is the investment manager of TIAA. We have grown into one of the world’s premier global asset managers, with specialist knowledge across all major asset classes and particular strength in solutions that
provide income for investors and that draw on our expertise in alternatives and responsible investing. Nuveen is driven not only by the independent investment processes across the firm, but also the insights, risk management, analytics and
other tools and resources that a truly world-class platform provides. As a global asset manager, our mission is to work in partnership with our clients to create solutions which help them secure their financial future.
Find out how we can help you.
To learn more about how the products and services of Nuveen may be able to help you meet your financial goals, talk to your financial professional, 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, 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/closed-end-funds
Nuveen Securities, LLC member of FINRA and SIPC | 333 West Wacker Drive Chicago, IL 60606 | www.nuveen.com
|
|
EAN-A-0520D 1234509-INV-Y-07/21