UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number  

811-23195

Nuveen Credit Opportunities 2022 Target Term Fund

 

(Exact name of registrant as specified in charter)

Nuveen Investments

333 West Wacker Drive, Chicago, IL 60606

 

(Address of principal executive offices)  (Zip code)

Gifford R. Zimmerman

Nuveen Investments

333 West Wacker Drive, Chicago, IL 60606

 

(Name and address of agent for service)

Registrant’s telephone number, including area code:   (312) 917-7700                    

Date of fiscal year end:   December 31                       

Date of reporting period:   June 30, 2020                    

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policy making roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss.3507.


ITEM 1. REPORTS TO STOCKHOLDERS.


LOGO

 

Closed-End Funds

 

30 June 2020

 

Nuveen Closed-End Funds

 

JCO    Nuveen Credit Opportunities 2022 Target Term Fund

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (www.nuveen.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you have already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting the financial intermediary (such as a broker-dealer or bank) through which you hold your Fund shares or, if you are a direct investor, by enrolling at www.nuveen.com/e-reports.

You may elect to receive all future shareholder reports in paper free of charge at any time by contacting your financial intermediary or, if you are a direct investor, (i) by calling 800-257-8787 and selecting option #2 or (ii) by logging into your Investor Center account atwww.computershare.com/investor and clicking on “Communication Preferences.” Your election to receive reports in paper will apply to all funds held in your account with your financial intermediary or, if you are a direct investor, to all your directly held Nuveen Funds and any other directly held funds within the same group of related investment companies.

 

Semiannual Report


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It only takes a minute to sign up for e-Reports. Once enrolled, you’ll receive an e-mail as soon as your Nuveen Fund information is ready. No more waiting for delivery by regular mail. Just click on the link within the e-mail to see the report and save it on your computer if you wish.

 

Free e-Reports right to your email!

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If you receive your Nuveen Fund distributions and statements from your financial professional or brokerage account.

or

www.nuveen.com/client-access

If you receive your Nuveen Fund distributions and statements directly from Nuveen.

NOT FDIC INSURED  MAY LOSE VALUE  NO BANK GUARANTEE

 

LOGO


Table of Contents

 

Chair’s Letter to Shareholders

     4  

Portfolio Managers’ Comments

     5  

Fund Leverage

     8  

Common Share Information

     10  

Risk Considerations and Investment Policy Updates

     12  

Performance Overview and Holding Summaries

     14  

Shareholder Meeting Report

     16  

Portfolio of Investments

     17  

Statement of Assets and Liabilities

     22  

Statement of Operations

     23  

Statement of Changes in Net Assets

     24  

Statement of Cash Flows

     25  

Financial Highlights

     26  

Notes to Financial Statements

     28  

Additional Fund Information

     35  

Glossary of Terms Used in this Report

     36  

Reinvest Automatically, Easily and Conveniently

     37  

Annual Investment Management Agreement Approval Process

     38  

 

3


Chair’s Letter to Shareholders

 

LOGO

Dear Shareholders,

The COVID-19 crisis is taking an unprecedented toll on our health, societies, economies and financial markets. Our thoughts are with you during this time of significant disruption caused by the disease and its economic fallout. With many regions of the world suppressing the initial spread of the virus, governments and public health officials face the extraordinary challenge of balancing the resumption of economic activity with public safety. New clusters of infection emerged in the U.S. and other countries following their reopening this summer and a new school year and Northern Hemisphere flu season add new variables. Markets have turned their focus to the potential for an economic recovery, although the timing and magnitude are highly uncertain. Elevated market volatility is likely to continue, with economic data, coronavirus infection rates and the upcoming U.S. presidential election under scrutiny.

While we do not want to understate the dampening effect on the global economy, it is important to differentiate short-term interruptions from the longer-lasting implications to the economy. Prior to the COVID-19 crisis, some areas of the global economy were showing signs of improvement after trade tensions had weighed on economic activity for much of 2019. More recently, countries that have reopened have seen marked improvement in some near-term economic indicators. Central banks and governments around the world have announced economic stimulus measures and pledged to continue doing what it takes to support their economies. In the U.S., the Federal Reserve has cut its benchmark interest rate to near zero and introduced similar programs that helped revive the U.S. economy after the 2008 financial crisis. The U.S. Government has approved three relief packages, including a $2 trillion-dollar package directly supporting businesses and individuals. The Coronavirus Aid, Relief and Economic Security Act, called the CARES Act, provides direct payments and expanded unemployment benefits to individuals, loans and grants to small businesses, loans and other money to large corporations and funding for hospitals, public health, education and state and local governments. In the European Union, the European Central Bank recently increased the size of its Pandemic Emergency Purchase Program, known as PEPP, to 1.35 trillion from 750 billion and extended its duration to June 2021.

In the meantime, patience and a long-term perspective are key for investors. When market fluctuations are the leading headlines day after day, it’s tempting to “do something.” However, your long-term goals can’t be met with short-term thinking. We encourage you to talk to your financial professional, who can review your time horizon, risk tolerance and investment goals. On behalf of the other members of the Nuveen Fund Board, we look forward to continuing to earn your trust in the months and years ahead.

Sincerely,

 

LOGO

Terence J. Toth

Chair of the Board

August 24, 2020

 

 

4


Portfolio Managers’ Comments

 

Nuveen Credit Opportunities 2022 Target Term Fund (JCO)

The Fund’s investment portfolio is managed by Symphony Asset Management, LLC (Symphony), an affiliate of Nuveen Fund Advisors, LLC, the Fund’s investment adviser. The Symphony management team for the Fund is led by Jenny Rhee and Scott Caraher.

Effective August 17, 2020 (subsequent to the close of the reporting period), Kevin Lorenz, CFA, and Jake J. Fitzpatrick, CFA, were named as portfolio managers of the Fund.

Subsequent to the reporting period, management announced that effective October 1, 2020, Jenny Rhee will no longer serve as portfolio manager of the Fund.

Here the portfolio management team discusses their management strategies and the performance of the Fund for the six-month reporting period ended June 30, 2020.

An Update on COVID-19 Coronavirus and its Impact on the Securities Markets

Slowing COVID-19 coronavirus infection rates around the world encouraged authorities to loosen restrictions on business and social activity in recent months. While economic indicators have improved considerably from the depths of the shutdown, some regions, including the U.S., have seen an uptick in infection rates after reopening. This may slow the recovery process and contribute to short-term market volatility in the meantime.

Although the detection of the virus in China was made public in December 2019, markets did not start to fully acknowledge the risks and potential economic impact until the latter portion of February 2020, when outbreaks outside of China were first reported. Global stock markets sold off severely, with the S&P 500® index reaching a bear market (a 20% drop from the previous high) within three weeks, the fastest bear market decline in history. Even certain parts of the bond market suffered; below investment grade municipal and corporate bonds generally dropped the furthest, mostly out of concerns for the continued financial stability of lower quality issuers. Demand for safe-haven assets, along with mounting recession fears, drove the yield on the 10-year U.S. Treasury note to 0.5% in March 2020, an all-time low. Additionally, oil prices collapsed to an 18-year low on supply glut concerns, as shutdowns across the global economy sharply reduced oil demand, although oil prices have recovered to well above those lows.

Central banks and governments have responded with liquidity injections to ease the strain on financial systems and stimulus measures to buffer the shock to businesses and consumers. These measures have helped stabilize the markets

 

 

This material is not intended to be a recommendation or investment advice, does not constitute a solicitation to buy, sell or hold a security or an investment strategy and is not provided in a fiduciary capacity. The information provided does not take into account the specific objectives or circumstances of any particular investor, or suggest any specific course of action. Investment decisions should be made based on an investor’s objectives and circumstances and in consultation with his or her advisors.

Certain statements in this report are forward-looking statements. Discussions of specific investments are for illustration only and are not intended as recommendations of individual investments. The forward-looking statements and other views expressed herein are those of the portfolio managers as of the date of this report. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements and the views expressed herein are subject to change at any time, due to numerous market and other factors. The Fund disclaims any obligation to update publicly or revise any forward-looking statements or views expressed herein.

For financial reporting purposes, the ratings disclosed are the highest rating given by one of the following national rating agencies: Standard & Poor’s (S&P), Moody’s Investors Service, Inc. (Moody’s) or Fitch, Inc. (Fitch). This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Holdings designated N/R are not rated by these national rating agencies.

Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.

 

5


Portfolio Managers’ Comments (continued)

 

over the short term, and most markets have recovered most of their losses. But volatility will likely remain elevated until the health crisis itself is under control (via fewer new cases, lower infection rates and/or verified treatments or vaccines). There are still many unknowns and new information is incoming daily, compounding the difficulty of modeling outcomes for epidemiologists and economists alike.

Nuveen, LLC and our portfolio management teams are monitoring the situation carefully and continuously refining our views and approaches to managing the Funds to best pursue investment objectives while mitigating risks through all market environments.

What key strategies were used to manage the Fund during this six-month reporting period ended June 30, 2020?

The Fund seeks to provide a high level of current income from a portfolio of shorter maturity, high yield corporate debt and return the original $9.85 net asset value per common share on or about June 1, 2022.

The Fund generally invests in a portfolio of below investment grade corporate bonds and senior loans. The Fund may invest in other types of securities including convertible securities and other types of debt instruments and derivatives that provide comparable economic exposure to the corporate debt market. At least 80% of its managed assets will be incorporate debt securities and separately, at least 80% in securities that, at the time of investment, are rated below investment grade or unrated but judged by the managers to be of comparable quality. No more than 15% will be in securities rated CCC+/Caa1 or lower at the time of investment. Up to 30% may be in securities of non-U.S. issuers, including up to 20% in emerging market issuers, but 100% of managed assets will be in U.S. dollar denominated securities.

In seeking to return the original net asset value on or about June 1, 2022, the Fund intends to utilize various portfolio and cash flow management techniques, including setting aside a portion of its net investment income, possibly retaining gains and limiting the longest maturity on any holdings to no later than December 1, 2022.

Recent market conditions have materially increased the risk associated with achieving the Fund’s objective to return original NAV. This objective is not a guarantee and is dependent on a number of factors including the extent of market recovery and the cumulative level of income retained in relation to cumulative portfolio gains net of losses.

How did the Fund perform during this six-month reporting period June 30, 2020?

The table in the Performance Overview and Holding Summaries section of this report provides total returns for the six-month, one-year and since inception periods ended June 30, 2020. The Fund’s total returns at net asset value (NAV) are compared with the performance of a corresponding market index. For the six-month reporting period June 30, 2020, the Fund’s common share at NAV underperformed the Bloomberg Barclays U.S. High Yield 1-5 Year Cash Pay 2% Issuer Capped Index and its secondary Blended Benchmark.

The Fund invests in a combination of high yield bonds and senior loans with maturity profiles that are consistent with the Fund’s target term in an effort to maximize current income and return while protecting capital, consistent with the investment objective. As of the end of the reporting period, the Fund’s portfolio had 31.2% in senior loans and 64.3% in high yield bonds. Following the March 2020 sell-off, the Fund added risk incrementally with a focus on higher quality issues trading at dislocated levels. In the second half of the reporting period, the Fund selectively added exposure in consumer discretionary, health care and energy to capture the risk rally.

For the reporting period, Bloomberg Barclays U.S. High Yield 1-5 Year Cash Pay 2% Issuer Capped Index (“The Index”), returned -5.35%. The six-month reporting period reflected two phases of extreme volatility for risk assets: an abrupt and historic sell-off in U.S. risk assets during the first half of the reporting period followed by a strong recovery in the second half of the reporting period. Risk assets including high yield bonds and senior loans sold off by degrees not seen since the 2008 Global Financial Crisis, as COVID-19 evolved into a global crisis during the first half of the reporting period. In

 

6


 

response, U.S. authorities implemented mitigation policies, resulting in the shuttering of most “non-essential” businesses. Negative performance was broad-based with the all loan sectors declining, but higher quality issues outperformed lower quality issues in the first quarter of 2020.

During the second half of the reporting period, a recovery in risk assets, including high yield bonds and senior loans, was strong, supported by extraordinary monetary easing measures, combined with signs of an economic recovery as the COVID-19 lockdowns eased. Both high yield bonds and senior loans had their best quarter since 2009. While higher rated (BBB-/BB-) issues were the first to recover, lower quality bonds and loans outperformed as investors’ risk sentiment improved following unprecedented support from the Fed and Congress. Investors’ increased risk appetite was also reflected in their willingness to buy issues that were meaningfully affected in the March 2020 sell-off, including energy issuers. The new issue market for high yield bonds was robust while the senior loan market was muted by comparison.

Notably detracting from performance during the reporting period was exposure to issuers within the transportation sector, which has lagged other sectors in recovery as outlook for business and leisure travel remains uncertain. Exposure within the sector included Hertz Corp and American Airlines Group Inc. The Fund has exited these positions. Also detracting from performance was bond exposure to Intelsat SA, as the satellite operator entered into restructuring process. The Fund continues to hold positions in this issuer. One detractor within the energy sector was loan exposure to Fieldwood Energy LLC, an oil and gas exploration and production company. Despite having a highly attractive deep-water portfolio that became increasingly economical as oil prices recovered, Fieldwood’s loans remained under severe pressure as the company worked with lenders on potential restructuring. The Fund continues to hold positions in this issuer.

Serving to partially offset the Fund’s underperformance during the reporting period, contributors to performance included select issuers within health care, energy and automotive. Within health care, bonds of Mallinckrodt International rallied towards par following an anticipated announcement that the pharmaceutical company reached refinancing arrangements with major lenders for its short-dated bonds. Within energy, bonds of Occidental Petroleum Corp. and Continental Resources Inc. rose following the strong recovery in oil prices. These bonds were purchased at dislocated levels during the sell-off. Also within energy, short-dated bonds of Calumet Special Products rose on expectations that these bonds will be paid down at a price at or above par. Within automotive, bonds of Ford Motor rose on improved revenue outlook as lockdown eased. With the exception of the called Mallinckrodt bonds, the Fund continues to hold the positions.

 

7


Fund Leverage

 

IMPACT OF THE FUND’S LEVERAGE STRATEGY ON PERFORMANCE

One important factor impacting the returns of the Fund’s common shares relative to its comparative benchmarks was the Fund’s use of leverage through bank borrowings. The Fund uses leverage because our research has shown that, over time, leveraging provides opportunities for additional income. The opportunity arises when short-term rates that the Fund pays on its leveraging instruments are lower than the interest the Fund earns on its portfolio securities that it has bought with the proceeds of that leverage. This has been particularly true in the recent market environment where short-term rates have been low by historical standards.

However, use of leverage can expose Fund common shares to additional price volatility. When the Fund uses leverage, the Fund’s common shares will experience a greater increase in their net asset value if the securities acquired through the use of leverage increase in value, but will also experience a correspondingly larger decline in their net asset value if the securities acquired through leverage decline in value. All this will make the shares’ total return performance more variable over time.

In addition, common share income in levered funds will typically decrease in comparison to unlevered funds when short-term interest rates increase and increase when short-term interest rates decrease. In recent quarters, fund leverage expenses have generally tracked the overall movement of short-term interest rates. While fund leverage expenses are somewhat higher than their recent lows, leverage nevertheless continues to provide the opportunity for incremental common share income, particularly over longer-term periods.

The Fund’s use of leverage had a negative impact on total return performance during this reporting period. The negative impact of leverage during the brief but severe COVID-19 induced market downturn in March was greater than the positive impact of leverage during the remainder of the reporting period. More specifically, this net negative contribution of leverage was amplified during the market downturn in part because the Fund used proceeds from portfolio sales to pay down borrowings and reduce its elevated leverage ratio, which rose as prices of portfolio securities, including those sold for de-levering purposes, declined. Conversely, as financial markets recovered and asset prices steadied, the Fund maintained its lower leverage ratio through the end of the period. Management believes, however, that the potential benefits from leverage continue to outweigh the associated increase in risk and total return variability previously described.

As of June 30, 2020, the Fund’s percentages of leverage are as shown in the accompanying table.

 

     JCO  

Effective Leverage*

    27.81

Regulatory Leverage*

    27.81
*

Effective leverage is the Fund’s effective economic leverage, and includes both regulatory leverage and the leverage effects of certain derivative and other investments in the Fund’s portfolio that increase the Fund’s investment exposure. Regulatory leverage consists of preferred shares issued or borrowings of the Fund. Both of these are part of the Fund’s capital structure. The Fund, however, may from time to time borrow on a typically transient basis in connection with its day-to-day operations, primarily in connection with the need to settle portfolio trades. Such incidental borrowings are excluded from the calculation of the Fund’s effective leverage ratio. Regulatory leverage is subject to asset coverage limits set forth in the Investment Company Act of 1940.

 

8


 

THE FUND’S REGULATORY LEVERAGE

Bank Borrowings

As noted above, the Fund employs leverage through the use of bank borrowings. The Fund’s bank borrowing activities are as shown in the accompanying table.

 

Current Reporting Period            Subsequent to the Close of
the Reporting Period
 
Outstanding
Balance as of
January 1, 2020
     Draws      Paydowns      Outstanding
Balance as of
June 30, 2020
     Average Balance
Outstanding
            Draws      Paydowns     Outstanding
Balance as of
August 27, 2020
 
  $110,000,000        $    —        $(26,000,000)        $84,000,000        $96,109,890                $    —        $    —       $84,000,000  

Refer to Notes to Financial Statements, Note 8 – Borrowing Arrangements for further details.

 

9


Common Share Information

 

COMMON SHARE DISTRIBUTION INFORMATION

The following information regarding the Fund’s distributions is current as of June 30, 2020. The Fund’s distribution levels may vary over time based on the Fund’s investment activity and portfolio investment value changes.

During the current reporting period, the Fund’s distributions to common shareholders were as shown in the accompanying table.

 

Monthly Distributions (Ex-Dividend Date)   Per
Common
Share
Amounts
 

January 2020

  $ 0.0470  

February

    0.0470  

March

    0.0470  

April

    0.0470  

May

    0.0470  

June 2020

    0.0470  

Total Distribution from Net Investment Income

  $ 0.2820  

Current Distribution Rate*

    6.63
*

Current distribution rate is based on the Fund’s current annualized monthly distribution divided by the Fund’s current market price. The Fund’s monthly distributions to its shareholders may be comprised of ordinary income, net realized capital gains and, if at the end of the fiscal year the Fund’s cumulative net ordinary income and net realized gains are less than the amount of the Fund’s distributions, a return of capital for tax purposes.

The Fund seeks to pay regular monthly dividends out of its net investment income at a rate that reflects its past and projected net income performance. To permit the Fund to maintain a more stable monthly dividend, the Fund may pay dividends at a rate that may be more or less than the amount of net income actually earned by the Fund during the period. Distributions to common shareholders are determined on a tax basis, which may differ from amounts recorded in the accounting records. In instances where the monthly dividend exceeds the earned net investment income, the Fund would report a negative undistributed net ordinary income. Refer to Note 6 – Income Tax Information for additional information regarding the amounts of undistributed net ordinary income and undistributed net long-term capital gains and the character of the actual distributions paid by the Fund during the period.

All monthly dividends paid by the Fund during the current reporting period were paid from net investment income. If a portion of the Fund’s monthly distributions is sourced from or comprised of elements other than net investment income, including capital gains and/or a return of capital, shareholders will be notified of those sources. For financial reporting purposes, per share amounts of the Fund’s distributions for the reporting period are presented in this report’s Financial Highlights. For income tax purposes, distribution information for the Fund as of its most recent tax year end is presented in Note 6 – Income Tax Information within the Notes to Financial Statements of this report.

NUVEEN CLOSED-END FUND DISTRIBUTION AMOUNTS

The Nuveen Closed-End Funds’ monthly and quarterly periodic distributions to shareholders are posted on www.nuveen.com and can be found on Nuveen’s enhanced closed-end fund resource page, which is at https://www.nuveen.com/resource-center-closed-end-funds, along with other Nuveen closed-end fund product updates. To ensure timely access to the latest information, shareholders may use a subscribe function, which can be activated at this web page (https://www.nuveen.com/subscriptions).

 

10


 

COMMON SHARE REPURCHASES

During August 2020, (subsequent to the close of the reporting period), the Fund’s Board of Trustees reauthorized an open-market share repurchase program, allowing the Fund to repurchase an aggregate of up to approximately 10% of its outstanding shares.

As of June 30, 2020, and since the inception of the Fund’s repurchase program, the Fund has cumulatively repurchased and retired its outstanding common shares as shown in the accompanying table.

 

     JCO  

Common shares cumulatively repurchased and retired

     

Common shares authorized for repurchase

    2,770,000  

During the current reporting period, the Fund did not repurchase any of its outstanding common shares.

OTHER COMMON SHARE INFORMATION

As of June 30, 2020, and during the current reporting period, the Fund’s common share price was trading at a premium/(discount) to its common share NAV as shown in the accompanying table.

 

     JCO  

Common share NAV

  $ 7.86  

Common share price

  $ 8.51  

Premium/(Discount) to NAV

    8.27

6-month average premium/(discount) to NAV

    3.60

The Fund has an investment objective to return $9.85 (the original net asset value the Fund’s initial public offering (the “Original NAV”)) to shareholders on or about the end of the Fund’s term. There can be no assurance that the Fund will be able to return the Original NAV to shareholders, and such return is not backed or otherwise guaranteed by the Fund’s investment adviser, Nuveen Fund Advisors, LLC (the “Adviser”), or any other entity.

In connection with the objective of returning Original NAV, the Fund currently intends to set aside and retain in its net assets a portion of its net investment income and possibly all or a portion of its gains. This will reduce the amounts otherwise available for distribution prior to the liquidation of the Fund, and the Fund may incur taxes on such retained amount, which will reduce the overall amounts that the Fund would have otherwise been able to distribute. Such retained income or gains, net of any taxes, would constitute a portion of the liquidating distribution returned to investors at the end of the Fund’s term. In addition, the Fund’s investment in shorter term and lower yielding securities, especially as the Fund nears the end of its term, may reduce investment income and, therefore, the monthly dividends during the period prior to termination. Investors that purchase shares in the secondary market (particularly if their purchase price differs meaningfully from the Original NAV) may receive more or less than their original investment.

The Fund’s ability to return Original NAV to common shareholders on or about the termination date will depend on market conditions and the success of various portfolio and cash flow management techniques. Recent market conditions have materially increased the risk associated with achieving the Fund’s objective to return Original NAV. This objective is not a guarantee and is dependent on a number of factors including the extent of market recovery and the cumulative level of income retained in relation to cumulative portfolio gains net of losses.

 

11


Risk Considerations

 

Fund shares are not guaranteed or endorsed by any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation.

Nuveen Credit Opportunities 2022 Target Term Fund (JCO)

Investing in closed-end funds involves risk; principal loss is possible. There is no guarantee the Fund’s investment objectives will be achieved. Closed-end fund shares may frequently trade at a discount or premium to their net asset value. Lower credit debt securities may be more likely to fail to make timely interest or principal payments. Adjustable Rate Senior Loans may not be fully secured by collateral, generally do not trade on exchanges, and are typically issued by unrated or below-investment grade companies, and therefore are subject to greater liquidity and credit risk. Leverage increases return volatility and magnifies the Fund’s potential return and its risks; there is no guarantee a fund’s leverage strategy will be successful. These and other risk considerations such as limited term, interest rate risk and concentration risk are described in more detail on the Fund’s web page at www.nuveen.com/JCO.

 

12


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13


JCO     

Nuveen Credit Opportunities 2022 Target Term Fund

Performance Overview and Holding Summaries as of June 30, 2020

 

Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.

Average Annual Total Returns as of June 30, 2020

 

    Cumulative        Average Annual  
     6-Month        1-Year        Since
Inception
 
JCO at Common Share NAV     (15.33)%          (13.62)%          (1.13)%  
JCO at Common Share Price     (12.22)%          (5.06)%          0.91%  
Bloomberg Barclays U.S. High Yield 1-5 Year Cash Pay 2% Issuer Capped Index     (5.35)%          (3.02)%          2.58%  
Blended Benchmark1     (4.94)%          (2.55)%          2.59%  

Since inception returns are from 3/28/17. Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Returns at NAV are net of Fund expenses, and assume reinvestment of distributions. Comparative index return information is provided for the Fund’s shares at NAV only. Indexes are not available for direct investment.

Common Share Price Performance — Weekly Closing Price

 

LOGO

 

1

The Blended Benchmark consists of: 1) 75% Bloomberg Barclays U.S. High Yield 1-5 Year Cash Pay 2% Issue Capped Index, 2) 25% Credit Suisse Leveraged Loan Index.

 

14


 

This data relates to the securities held in the Fund’s portfolio of investments as of the end of the reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.

For financial reporting purposes, the ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. This treatment of split-rated securities may differ from that used for other purposes, such as Fund investment policies. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below-investment grade ratings. Holdings designated N/R are not rated by these national rating agencies.

 

Fund Allocation

(% of net assets)

 

Corporate Bonds     89.1%  
Variable Rate Senior Loan Interests     42.9%  
Convertible Bonds     4.3%  
Investment Companies     1.0%  
Other Assets Less Liabilities     1.2%  

Net Assets Plus Borrowings

    138.5%  
Borrowings     (38.5)%  

Net Assets

    100%  

Portfolio Composition

(% of total investments)

 

Oil, Gas & Consumable Fuels     12.8%  
Media     11.3%  
Health Care Providers & Services     8.7%  
Software     6.0%  
Hotels, Restaurants & Leisure     5.6%  
Aerospace & Defense     4.5%  
Multiline Retail     4.0%  
Specialty Retail     3.9%  
Metals & Mining     3.6%  
Construction & Engineering     3.2%  
Real Estate Investment Trust     2.9%  
Airlines     2.9%  
Transportation Infrastructure     2.8%  
Diversified Telecommunication Services     1.7%  
Commercial Services & Supplies     2.3%  
Diversified Financial Services     2.2%  
Household Durables     2.2%  
Other     18.7%  
Investment Companies     0.7%  

Total

    100%  

Portfolio Credit Quality

(% of total long-term investments)

 

BBB     10.7%  
BB or Lower     84.1%  
N/R (not rated)     5.2%  

Total

    100%  

Top Five Issuers

(% of total investments)

 

Petsmart Inc.     4.6%  
Advantage Sales & Marketing, Inc.     4.0%  
Macy’s Inc.     3.7%  
First Quantum Minerals Ltd     3.6%  
Pharmaceutical Product Development, Inc.     3.3%  
 

 

15


Shareholder Meeting Report

 

The annual meeting of shareholders, originally scheduled to be held on April 8, 2020 in person, was postponed to April 22, 2020 for JCO. The meeting was held virtually due to public health concerns regarding the ongoing COVID-19 pandemic; at this meeting the shareholders were asked to elect Board members.

 

     JCO  
     Common
Shares
 

Approval of the Board Members was reached as follows:

 

John K. Nelson

 

For

    24,357,579  

Withhold

    245,428  

Total

    24,603,007  

Terence J. Toth

 

For

    24,341,665  

Withhold

    261,342  

Total

    24,603,007  

Robert L. Young

 

For

    24,362,618  

Withhold

    240,389  

Total

    24,603,007  

 

16


JCO   

Nuveen Credit Opportunities
2022 Target Term Fund

 

Portfolio of Investments    June 30, 2020

     (Unaudited)

 

Principal
Amount (000)
         Description (1)                   Coupon      Maturity      Ratings (2)      Value  
   

LONG-TERM INVESTMENTS – 136.3% (99.3% of Total Investments)

 

   

CORPORATE BONDS – 89.1% (64.9% of Total Investments)

 

          Aerospace & Defense – 3.7%  
$ 3,000      

Bombardier Inc, 144A

          8.750%        12/01/21        B      $ 2,437,500  
  8,000        

Bombardier Inc, 144A

                      6.000%        10/15/22        B        5,560,000  
  11,000        

Total Aerospace & Defense

 

     7,997,500  
          Airlines – 4.0%  
  5,000      

Delta Air Lines Inc

          3.400%        4/19/21        Baa3        4,862,445  
  4,000        

Delta Air Lines Inc

 

     3.625%        3/15/22        Baa3        3,788,800  
  9,000        

Total Airlines

 

     8,651,245  
          Automobiles – 1.4%  
  3,000        

Ford Motor Credit Co LLC

                      3.813%        10/12/21        BB+        2,958,900  
          Building Products – 1.8%  
  4,150        

Hillman Group Inc, 144A

                      6.375%        7/15/22        CCC        3,830,326  
          Commercial Services & Supplies – 1.6%  
  3,009      

APX Group Inc

          7.875%        12/01/22        B–        2,993,955  
  715        

Tervita Corp, 144A

 

     7.625%        12/01/21        B3        561,275  
  3,724        

Total Commercial Services & Supplies

 

                                3,555,230  
          Construction & Engineering – 0.9%  
  2,000        

Great Lakes Dredge & Dock Corp

                      8.000%        5/15/22        B        2,050,000  
          Consumer Finance – 2.1%  
  2,695      

DAE Funding LLC, 144A

          4.500%        8/01/22        Baa3        2,566,987  
  2,000        

Navient Corp

                      6.500%        6/15/22        Ba3        1,965,000  
  4,695        

Total Consumer Finance

 

     4,531,987  
          Diversified Financial Services – 1.6%  
  2,000      

AerCap Ireland Capital DAC / AerCap Global Aviation Trust

          4.500%        5/15/21        BBB        2,012,521  
  2,000        

Avation Capital SA, 144A

 

     6.500%        5/15/21        B        1,480,000  
  4,000        

Total Diversified Financial Services

 

                                3,492,521  
          Diversified Telecommunication Services – 3.3%  
  4,000      

CenturyLink Inc

          6.450%        6/15/21        BB        4,090,800  
  3,000        

CenturyLink Inc

 

     5.800%        3/15/22        BB        3,082,500  
  7,000        

Total Diversified Telecommunication Services

 

                                7,173,300  
          Electrical Equipment – 1.7%  
  4,000        

Park Aerospace Holdings Ltd, 144A

                      5.250%        8/15/22        BBB–        3,754,836  
          Energy Equipment & Services – 1.8%  
  8,600      

FTS International Inc

          6.250%        5/01/22        CCC–        2,752,000  
  1,400        

Nabors Industries Inc

 

     4.625%        9/15/21        B3        1,091,580  
  10,000        

Total Energy Equipment & Services

 

                                3,843,580  
          Health Care Providers & Services – 3.5%  
  5,000      

Acadia Healthcare Co Inc

          5.125%        7/01/22        Caa1        5,001,500  
  2,900        

Polaris Intermediate Corp, (cash 8.500%, PIK 9.250%), 144A

 

     8.500%        12/01/22        B–        2,552,000  
  7,900        

Total Health Care Providers & Services

 

                                7,553,500  

 

17


JCO    Nuveen Credit Opportunities 2022 Target Term Fund (continued)
   Portfolio of Investments    June 30, 2020
   (Unaudited)

 

Principal
Amount (000)
         Description (1)                   Coupon      Maturity      Ratings (2)      Value  
          Hotels, Restaurants & Leisure – 4.9%  
$ 7,000      

Carnival Corp

          3.950%        10/15/20        BB+      $ 6,919,982  
  2,005      

CCM Merger Inc, 144A

          6.000%        3/15/22        BB–        1,984,950  
  1,724        

International Game Technology PLC, 144A

 

     6.250%        2/15/22        BB        1,740,162  
  10,729        

Total Hotels, Restaurants & Leisure

 

                                10,645,094  
          Household Durables – 3.0%  
  7,000        

New Home Co Inc

                      7.250%        4/01/22        B–        6,510,000  
          Media – 7.3%  
  2,787      

CSC Holdings LLC

          5.875%        9/15/22        B        2,912,415  
  8,000      

DISH DBS Corp

          5.875%        7/15/22        B2        8,134,400  
  5,000        

Nielsen Finance LLC / Nielsen Finance Co, 144A

 

     5.000%        4/15/22        BB–        4,986,000  
  15,787        

Total Media

 

                                16,032,815  
          Metals & Mining – 4.9%  
  10,900        

First Quantum Minerals Ltd, 144A

 

     7.250%        5/15/22        B3        10,671,100  
          Mortgage Real Estate Investment Trust – 4.0%  
  4,000      

Ladder Capital Finance Holdings LLLP / Ladder Capital Finance Corp, 144A

          5.875%        8/01/21        BB+        3,960,000  
  5,000        

Starwood Property Trust Inc

 

     5.000%        12/15/21        Ba3        4,850,000  
  9,000        

Total Mortgage Real Estate Investment Trust

 

                                8,810,000  
          Multiline Retail – 5.0%  
  11,625        

Macy’s Retail Holdings Inc, 144A

 

     3.450%        1/15/21        BB        10,985,625  
          Oil, Gas & Consumable Fuels – 16.3%  
  6,800      

Calumet Specialty Products Partners LP / Calumet Finance Corp

          7.625%        1/15/22        B–        6,494,000  
  6,215      

CITGO Petroleum Corp, 144A

          6.250%        8/15/22        BB        6,176,280  
  1,000      

Continental Resources Inc

          5.000%        9/15/22        BBB–        984,190  
  2,675      

Denbury Resources Inc

          6.375%        8/15/21        CCC–        119,974  
  2,000      

Marathon Oil Corp

          2.800%        11/01/22        BBB        2,002,099  
  2,000      

NGPL PipeCo LLC, 144A

          4.375%        8/15/22        BBB–        2,062,840  
  2,000      

Ovintiv Inc

          3.900%        11/15/21        BBB–        1,995,102  
  2,500      

Occidental Petroleum Corp

          2.600%        8/13/21        BB+        2,443,225  
  3,000      

Occidental Petroleum Corp

          2.700%        8/15/22        BB+        2,792,850  
  3,000      

Occidental Petroleum Corp, (3-Month LIBOR reference rate + 1.450% spread), (3)

          1.842%        8/15/22        BB+        2,760,581  
  7,000      

Peabody Energy Corp, 144A

          6.000%        3/31/22        BB-        4,550,000  
  1,800      

QEP Resources Inc

          5.375%        10/01/22        B+        1,368,000  
  2,000      

SM Energy Co

 

     6.125%        11/15/22        B–        1,460,000  
  2,000        

Whiting Petroleum Corp

 

     5.750%        3/15/21        N/R        385,000  
  43,990        

Total Oil, Gas & Consumable Fuels

 

                                35,594,141  
          Personal Products – 1.8%  
  4,000        

Avon International Capital PLC, 144A

 

     6.500%        8/15/22        Ba1        3,920,000  
          Pharmaceuticals – 2.9%  
  2,321      

Teva Pharmaceutical Finance Co BV

          3.650%        11/10/21        BB        2,305,217  
  4,058        

Teva Pharmaceutical Finance IV BV

 

     3.650%        11/10/21        BBB        4,053,739  
  6,379        

Total Pharmaceuticals

 

                                6,358,956  
          Road & Rail – 0.3%  
  600        

DAE Funding LLC, 144A

 

     5.250%        11/15/21        Baa3        588,000  
          Specialty Retail – 1.8%  
  1,000      

L Brands Inc

          6.625%        4/01/21        B+        1,030,000  
  3,000        

L Brands Inc

 

     5.625%        2/15/22        B+        2,932,500  
  4,000        

Total Specialty Retail

 

                                3,962,500  

 

18


Principal
Amount (000)
         Description (1)                   Coupon      Maturity      Ratings (2)      Value  
          Technology Hardware, Storage & Peripherals – 0.9%  
$ 2,000        

Dell International LLC / EMC Corp, 144A

 

     5.875%        6/15/21        BB+      $ 2,000,600  
          Thrifts & Mortgage Finance – 1.9%  
  4,398        

Ladder Capital Finance Holdings LLLP / Ladder Capital Finance Corp, 144A

                      5.250%        3/15/22        Ba2        4,178,100  
          Trading Companies & Distributors – 1.4%  
  3,000        

Aircastle Ltd

 

     5.125%        3/15/21        BBB        3,012,038  
          Transportation Infrastructure – 3.9%  
  8,780        

Royal Caribbean Cruises Ltd

 

     2.650%        11/28/20        BB        8,518,266  
          Wireless Telecommunication Services – 1.4%  
  3,000        

Hughes Satellite Systems Corp

 

     7.625%        6/15/21        BB        3,090,000  
$ 215,657        

Total Corporate Bonds (cost $210,942,773)

 

                                194,270,160  
Principal
Amount (000)
         Description (1)   Coupon (4)      Reference
Rate (4)
     Spread (4)      Maturity (5)      Ratings (2)      Value  
          VARIABLE RATE SENIOR LOAN INTERESTS – 42.9% (31.2% of Total Investments) (4)  
          Aerospace & Defense – 2.5%                              
$ 4,640      

Sequa Corporation, Term Loan B

    6.000%        3-Month LIBOR        5.000%        11/28/21        B–      $ 4,262,737  
  1,542        

Sequa Corporation, Term Loan, Second Lien

    10.000%        3-Month LIBOR        9.000%        4/28/22        CCC–        1,125,975  
  6,182        

Total Aerospace & Defense

 

     5,388,712  
          Commercial Services & Supplies – 1.5%                
  5,597        

iQor US, Inc., Term Loan, First Lien, (6)

    0.000%        N/A        N/A        4/01/21        CC        3,298,998  
          Communications Equipment – 0.6%                
  1,496        

Riverbed Technology, Inc., Term Loan B, First Lien

    4.250%        3-Month LIBOR        3.250%        4/24/22        B2        1,285,326  
          Diversified Financial Services – 0.4%                
  2,159        

Ditech Holding Corporation., Term Loan B, First Lien, (6)

    0.000%        N/A        N/A        6/30/22        N/R        912,341  
          Energy Equipment & Services – 0.6%                
  2,218        

PGS Finance, Inc., Term Loan

    3.950%        3-Month LIBOR        2.500%        3/11/21        N/R        1,286,607  
          Health Care Providers & Services – 8.5%                
  9,179      

Air Medical Group Holdings, Inc., Term Loan B

    4.250%        6-Month LIBOR        3.250%        4/28/22        B1        8,859,887  
  9,861        

Pharmaceutical Product Development, Inc., Term Loan B

    3.500%        1-Month LIBOR        2.500%        8/18/22        Ba2        9,762,044  
  19,040        

Total Health Care Providers & Services

 

     18,621,931  
          Health Care Technology – 0.7%                
  1,511        

Onex Carestream Finance LP, Term Loan, First Lien

    7.322%        6-Month LIBOR        6.750%        2/28/21        B1        1,444,988  
          Hotels, Restaurants & Leisure – 2.8%                
  6,929        

Life Time Fitness, Inc., Term Loan B

    3.750%        3-Month LIBOR        2.750%        6/15/22        B        6,197,111  
          Insurance – 0.1%                
  335        

GGP, Initial Term Loan A1

    2.678%        1-Month LIBOR        2.500%        8/24/21        BB+        327,675  
          Life Sciences Tools & Services – 2.9%                
  6,483        

PetSmart Inc, Term Loan B, First Lien

    4.000%        3-Month LIBOR        3.000%        3/11/22        B        6,299,278  

 

19


JCO    Nuveen Credit Opportunities 2022 Target Term Fund (continued)
   Portfolio of Investments    June 30, 2020
   (Unaudited)

 

Principal
Amount (000)
         Description (1)   Coupon (4)      Reference
Rate (4)
     Spread (4)      Maturity (5)      Ratings (2)      Value  
          Media – 8.2%                
$ 12,927      

Advantage Sales & Marketing, Inc., Term Loan, First Lien

    3.558%        3-Month LIBOR        3.250%        7/25/21        B2      $ 11,880,153  
  641      

Affinion Group Inc, (cash 7.000%, PIK 1.750%)

    8.750%        3-Month LIBOR        7.750%        5/10/22        N/R        470,927  
  1,985      

GCI Inc. Term Loan B

    2.428%        1-Month LIBOR        2.250%        2/02/22        Ba2        1,915,063  
  4,206        

McGraw-Hill Education Holdings LLC, Term Loan B

    5.000%        3-Month LIBOR        4.000%        5/04/22        BB+        3,583,508  
  19,759        

Total Media

 

     17,849,651  
          Multiline Retail – 0.5%                
  2,632        

Neiman Marcus Group, Inc., Term Loan, (6)

    4.250%        2-Month LIBOR        3.250%        10/25/20        D        1,098,977  
          Oil, Gas & Consumable Fuels – 0.4%                
  4,000        

Fieldwood Energy LLC, Exit Term Loan, (6)

    0.000%        N/A        N/A        4/11/22        CCC        796,680  
          Professional Services – 1.4%                
  4,878        

Skillsoft Corporation, Initial Term Loan, First Lien, (6)

    0.000%        N/A        N/A        4/28/21        N/R        3,064,576  
          Software – 8.3%                
  1,816      

99 Cents Only Stores, Term Loan B2, Second Lien, (cash 6.296%, PIK 1.500%)

    7.796%        3-Month LIBOR        5.000%        1/13/22        CCC+        1,541,117  
  7,289      

Ellucian, Term Loan B, First Lien

    4.250%        3-Month LIBOR        3.250%        9/30/22        B        7,134,185  
  9,540        

Epicor Software Corp, Term Loan B

    3.430%        1-Month LIBOR        3.250%        6/01/22        N/R        9,376,823  
  18,645        

Total Software

 

     18,052,125  
          Specialty Retail – 3.5%                
  7,704        

Petsmart Inc., Term Loan B, First Lien

    5.000%        3-Month LIBOR        4.000%        3/11/22        B        7,623,645  
$ 109,568        

Total Variable Rate Senior Loan Interests (cost $107,256,784)

 

              93,548,621  
Principal
Amount (000)
         Description (1)                   Coupon      Maturity      Ratings (2)      Value  
          CONVERTIBLE BONDS – 4.3% (3.2% of Total Investments)                
          Construction & Engineering – 3.5%                              
$ 8,152        

Tutor Perini Corp

 

     2.875%        6/15/21        BB–      $ 7,680,011  
          Oil, Gas & Consumable Fuels – 0.8%                       
  2,000        

SM Energy Co

 

     1.500%        7/01/21        B        1,835,781  
$ 10,152        

Total Convertible Bonds (cost $9,825,910)

 

                       9,515,792  
   

Total Long-Term Investments (cost 328,025,467)

 

                       297,334,573  
Shares          Description (1), (7)                   Coupon                      Value  
   

SHORT-TERM INVESTMENTS – 1.0% (0.7% of Total Investments)

 

           
          INVESTMENT COMPANIES – 1.0% (0.7% of Total Investments)                              
  2,203,873        

BlackRock Liquidity Funds T-Fund Portfolio

 

     0.106% (8)                        $ 2,203,873  
   

Total Short-Term Investments (cost $2,203,873)

 

                                2,203,873  
   

Total Investments (cost $330,229,340) – 137.3%

 

                                299,538,446  
   

Borrowings – (38.5)% (9), (10)

 

                                (84,000,000
   

Other Assets Less Liabilities – 1.2%

 

                                2,557,301  
   

Net Assets Applicable to Common Shares – 100%

 

                              $ 218,095,747  

 

20


For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.

 

(1)

All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise noted.

 

(2)

For financial reporting purposes, the ratings disclosed are the highest of Standard & Poor’s Group (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) rating. This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Ratings below BBB by Standard & Poor’s, Baa by Moody’s or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies.

 

(3)

Variable rate security. The rate shown is the coupon as of the end of the reporting period.

 

(4)

Senior loans generally pay interest at rates which are periodically adjusted by reference to a base short-term, floating lending rate (Reference Rate) plus an assigned fixed rate (Spread). These floating lending rates are generally (i) the lending rate referenced by the London Inter-Bank Offered Rate (“LIBOR”), or (ii) the prime rate offered by one or more major United States banks. Senior loans may be considered restricted in that the Fund ordinarily is contractually obligated to receive approval from the agent bank and/or borrower prior to the disposition of a senior loan. The rate shown is the coupon as of the end of the reporting period.

 

(5)

Senior loans generally are subject to mandatory and/or optional prepayment. Because of these mandatory prepayment conditions and because there may be significant economic incentives for a borrower to prepay, prepayments of senior loans may occur. As a result, the actual remaining maturity of senior loans held may be substantially less than the stated maturities shown.

 

(6)

Defaulted security. A security whose issuer has failed to fully pay principal and/or interest when due, or is under the protection of bankruptcy.

 

(7)

A copy of the most recent financial statements for these investment companies can be obtained directly from the Securities and Exchange Commission on its website at http://www.sec.gov.

 

(8)

The rate shown is the annualized seven-day subsidized yield as of the end of the reporting period.

 

(9)

Borrowings as a percentage of Total Investments is 28.0%.

 

(10)

The Fund segregates 100% of its eligible investments (excluding any investments separately pledged as collateral for specific investments in derivatives, when applicable) in the Portfolio of Investments as collateral for Borrowings.

 

144A

Investment is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These investments may only be resold in transactions exempt from registration, which are normally those transactions with qualified institutional buyers.

 

LIBOR

London Inter-Bank Offered Rate.

 

N/A

Not applicable

 

PIK

Payment-in-kind (“PIK”) security. Depending on the terms of the security, income may be received in the form of cash, securities, or a combination of both. The PIK rate shown, where applicable, represents the annualized rate of the last PIK payment made by the issuer as of the end of the reporting period.

 

See accompanying notes to financial statements.

 

21


Statement of Assets and Liabilities

June 30, 2020

(Unaudited)

 

 

 

Assets

  

Long-term investments, at value (cost $328,025,467)

   $ 297,334,573  

Short-term investments, at value (cost approximates value)

     2,203,873  

Cash

     78,700  

Receivables for:

  

Interest

     3,557,827  

Investments sold

     472,997  

Other assets

     13,012  

Total assets

     303,660,982  

Liabilities

  

Borrowings

     84,000,000  

Payable for dividends

     1,264,442  

Accrued expenses:

  

Interest on borrowings

     62,431  

Management fees

     163,548  

Trustees fees

     9,956  

Other

     64,858  

Total liabilities

     85,565,235  

Net assets applicable to common shares

   $ 218,095,747  

Common shares outstanding

     27,740,933  

Net asset value (“NAV”) per common share outstanding

   $ 7.86  

Net assets applicable to common shares consist of:

        

Common shares, $0.01 par value per share

   $ 277,409  

Paid-in-surplus

     271,791,234  

Total distributable earnings

     (53,972,896

Net assets applicable to common shares

   $ 218,095,747  

Authorized common shares

     Unlimited  

 

See accompanying notes to financial statements.

 

22


Statement of Operations

Six Months Ended June 30, 2020

(Unaudited)

 

 

 

Investment Income

   $ 12,437,926  

Expenses

  

Management fees

     1,073,827  

Interest expense on borrowings

     938,673  

Custodian fees

     30,367  

Trustees fees

     3,940  

Professional fees

     25,608  

Shareholder reporting expenses

     22,686  

Shareholder servicing agent fees

     62  

Stock exchange listing fees

     3,802  

Investor relations expense

     9,874  

Other

     7,033  

Total expenses

     2,115,872  

Net investment income (loss)

     10,322,054  

Realized and Unrealized Gain (Loss)

  

Net realized gain (loss) from investments

     (26,021,599

Change in net unrealized appreciation (depreciation) of investments

     (25,073,040

Net realized and unrealized gain (loss)

     (51,094,639

Net increase (decrease) in net assets applicable to common shares from operations

   $ (40,772,585

 

See accompanying notes to financial statements.

 

23


Statement of Changes in Net Assets

(Unaudited)

 

      Six Months
Ended
6/30/20
       Year
Ended
12/31/19
 

Operations

       

Net investment income (loss)

   $ 10,322,054        $ 18,326,919  

Net realized gain (loss) from investments

     (26,021,599        (6,579,656

Change in net unrealized appreciation (depreciation) of investments

     (25,073,040        19,095,920  

Net increase (decrease) in net assets applicable to common shares from operations

     (40,772,585        30,843,183  

Distributions to Common Shareholders

       

Dividends

     (7,819,505        (15,620,637

Decrease in net assets applicable to common shares from distributions to common shareholders

     (7,819,505        (15,620,637

Capital Share Transactions

       

Net proceeds from common shares issued to shareholders due to reinvestment of distributions

     224,922          290,427  

Net increase (decrease) in net assets applicable to common shares from capital share transactions

     224,922          290,427  

Net increase (decrease) in net assets applicable to common shares

     (48,367,168        15,512,973  

Net assets applicable to common shares at the beginning of period

     266,462,915          250,949,942  

Net assets applicable to common shares at the end of period

   $ 218,095,747        $ 266,462,915  

 

See accompanying notes to financial statements.

 

24


Statement of Cash Flows

Six Months Ended June 30, 2020

(Unaudited)

 

 

 

Cash Flows from Operating Activities:

  

Net Increase (Decrease) in Net Assets Applicable to Common Shares from Operations

   $ (40,772,585

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

     (137,151,250

Proceeds from sales and maturities of investments

     160,973,274  

Proceeds from (Purchases of) short-term investments, net

     4,661,057  

Payment-in-kind distributions

     (9,833

Taxes paid

     (313,560

Amortization (Accretion) of premiums and discounts, net

     (3,076,733

(Increase) Decrease in:

  

Receivable for interest

     379,950  

Receivable for investments sold

     (220,489

Other assets

     (4,613

Increase (Decrease) in:

  

Payable for investments purchased – regular settlement

     (1,386,916

Payable for investments purchased – when-issued/delayed-delivery settlement

     (3,977,272

Accrued interest on borrowings

     54,972  

Accrued management fees

     (45,115

Accrued Trustees fees

     (2,205

Accrued other expenses

     (21,776

Net realized (gain) loss from investments

     26,021,599  

Change in net unrealized (appreciation) depreciation of investments

     25,073,040  

Net cash provided by (used in) operating activities

     30,181,545  

Cash Flows from Financing Activities:

  

(Repayment of) borrowings

     (26,000,000

Cash distributions paid to common shareholders

     (6,330,141

Net cash provided by (used in) financing activities

     (32,330,141

Net Increase (Decrease) in Cash

     (2,148,596

Cash at the beginning of period

     2,227,296  

Cash at the end of period

   $ 78,700  
Supplemental Disclosure of Cash Flow Information        

Cash paid for interest on borrowings (excluding borrowing costs)

   $ 883,701  

Non-cash financing activities not included herein consists of reinvestment of common share distributions

     224,922  

 

See accompanying notes to financial statements.

 

25


Financial Highlights

(Unaudited)

 

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)(a)
     Net
Realized/
Unrealized
Gain (Loss)
     Total      From
Net
Investment
Income
     From
Accumulated
Net Realized
Gains
     Total      Offering
Costs
     Ending
NAV
     Ending
Share
Price
 

Year Ended 12/31:

 

2020(f)

  $ 9.61      $ 0.37      $ (1.84    $ (1.47    $ (0.28    $   —      $ (0.28    $      $ 7.86      $ 8.51  

2019

    9.06        0.66        0.45        1.11        (0.56             (0.56             9.61        10.03  

2018

    9.93        0.66        (0.97      (0.31      (0.56             (0.56             9.06        8.46  

2017(b)

    9.85        0.46        0.02        0.48        (0.38             (0.38      (0.02      9.93        9.49  

 

    Borrowings at the End of Period  
    

Aggregate
Amount

Outstanding
(000)

      

Asset

Coverage

Per $1,000

 

Year Ended 12/31:

      

2020(f)

  $ 84,000        $ 3,596  

2019

    110,000          3,422  

2018

    110,000          3,281  

2017(b)

    91,400          4,008  

 

26


            Common Share Supplemental Data/
Ratios Applicable to Common Shares
 
Common Share
Total Returns
          Ratios to Average Net Assets(d)        
Based
on
NAV(c)
    Based
on
Share
Price(c)
    Ending
Net
Assets
(000)
    Expenses     Net
Investment
Income (Loss)
    Portfolio
Turnover
Rate(e)
 
         
  (15.33 )%      (12.22 )%    $ 218,096       1.83 %*      8.93 %*      42
  12.47       25.70       266,463       2.29       6.90       66  
  (3.33     (5.33     250,950       2.11       6.80       42  
  4.69       (1.42     274,948       1.62     6.14     35  

 

(a)

Per share Net Investment Income (Loss) is calculated using the average daily shares method.

(b)

For the period March 28, 2017 (commencement of operations) through December 31, 2017.

(c)

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.

(d)     Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to borrowings (as described in Note 8 – Borrowing Arrangements).
    Each ratio includes the effect of all interest expense paid and other costs related to borrowings, as follows:

 

Ratios of Borrowings Interest Expense
to Average Net Assets
Applicable to Common Shares
 

Year Ended 12/31:

 

2020(f)

    0.81 %* 

2019

    1.27  

2018

    1.10  

2017(b)

    0.64
 

 

(e)

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.

(f)

For the six months ended June 30, 2020.

*

Annualized.

 

See accompanying notes to financial statements.

 

27


Notes to Financial Statements

(Unaudited)

 

1. General Information

Fund Information

Nuveen Credit Opportunities 2022 Target Term Fund (the “Fund”) is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as a diversified, closed-end management investment company. The Fund’s common shares are listed on the New York Stock Exchange (“NYSE”) and trade under the ticker symbol “JCO.” The Fund was organized as a Massachusetts business trust on September 28, 2016.

The Fund seeks to return its original $9.85 net asset value (“NAV”) per common share on or about June 1, 2022 (the “Termination Date”).

The end of the reporting period for the Fund is June 30, 2020, and the period covered by these Notes to Financial Statements is the six months ended June 30, 2020 (the “current fiscal period”).

Investment Adviser and Sub-Adviser

The Fund’s 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 Fund, oversees the management of the Fund’s portfolio, manages the Fund’s business affairs and provides certain clerical, bookkeeping and other administrative services, and, if necessary, asset allocation decisions. The Adviser has entered into a sub-advisory agreement with Symphony Asset Management, LLC (the “Sub-Adviser”), an affiliate of the Adviser, under which the Sub-Adviser manages the investment portfolio of the Fund.

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. The 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 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 Fund.

Compensation

The Fund pays no compensation directly to those of its trustees who are affiliated with the Adviser or to its officers, all of whom receive renumeration for their services to the Fund from the Adviser or its affiliates. The Fund’s 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.

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.

In seeking to achieve its investment objectives, the Fund currently intends to set aside and retain in its net assets (and therefore its NAV) a portion of its net investment income, and possibly all or a portion of its gains. This will reduce the amounts otherwise available for distribution prior to the liquidation of the Fund, and the Fund may incur taxes on such retained amount. Such retained income or gains, net of any taxes, would constitute a portion of the liquidating distribution returned to investors on or about the Termination Date.

 

28


 

Indemnifications

Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts that provide general indemnifications to other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts and expects 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. Trade date for senior and subordinated loans purchased in the “primary market” is considered the date on which the loan allocations are determined. Trade date for senior and subordinated loans purchased in the “secondary market” is the date on which the transaction is entered into. Realized gains and losses on securities transactions are based upon the specific identification method. Investment income is comprised of interest income, which reflects the amortization of premiums and accretion of discounts for financial reporting purposes, and is recorded on an accrual basis. Investment income also reflects payment-in-kind (“PIK”) interest, paydown gains and losses and fee income, if any. PIK interest represents income received in the form of securities in lieu of cash. Fee income consists primarily of amendment fees, when applicable. Amendment fees are earned as compensation for evaluating and accepting changes to an original senior loan agreement and are recognized when received.

Netting Agreements

In the ordinary course of business, the Fund 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 the 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, the Fund manages its cash collateral and securities collateral on a counterparty basis.

The Fund’s 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

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 has early implemented this guidance and it did not have a material impact on the Fund’s 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 changes 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 Fund may elect to apply the optional expedients as of March 12, 2020 through December 31, 2022. Management has not yet elected to apply the optional expedients, but is currently assessing the impact of the ASU’s adoption to the Fund’s 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 Fund’s 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 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.).

 

29


Notes to Financial Statements (continued)

(Unaudited)

 

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.

Like most fixed-income securities, the senior and subordinated loans in which the Fund invests are not listed on an organized exchange. The secondary market of such investments may be less liquid relative to markets for other fixed-income securities. Consequently, the value of senior and subordinated loans, determined as described above, may differ significantly from the value that would have been determined had there been an active market for that senior loan. These securities are generally classified as Level 2.

Investments in investment companies are valued at their respective NAVs on valuation date and are generally classified as Level 1.

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 the Fund’s NAV (as may be the case in non-U.S. markets on which the security is primarily traded) or make it difficult or impossible to obtain a reliable market quotation; and a security whose price, as provided by the pricing service, is not deemed to reflect the security’s fair value. As a general principle, the fair value of a security would appear to be the amount that the owner might reasonably expect to receive for it in a current sale. A variety of factors may be considered in determining the fair value of such securities, which may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. These securities are generally classified as Level 2 or Level 3 depending on the 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 the Fund’s fair value measurements as of the end of the reporting period:

 

      Level 1      Level 2      Level 3      Total  

Long-Term Investments*:

           

Corporate Bonds

   $      $ 194,270,160      $         —      $ 194,270,160  

Variable Rate Senior Loan Interests

            93,548,621               93,548,621  

Convertible Bonds

            9,515,792               9,515,792  

Short-Term Investments:

           

Investment Companies

     2,203,873                      2,203,873  

Total

   $ 2,203,873      $ 297,334,573      $      $ 299,538,446  
*

Refer to the Fund’s Portfolio of Investments for industry classifications.

4. Portfolio Securities and Investments in Derivatives

Portfolio Securities

Unfunded Commitments

Pursuant to the terms of certain of the variable rate senior loan agreements, the Fund may have unfunded senior loan commitments. The Fund will maintain with its custodian, cash, liquid securities and/or liquid senior loans having an aggregate value at least equal to the amount of unfunded senior loan commitments. As of the end of the reporting period, the Fund had no such unfunded senior loan commitments.

 

30


 

Participation Commitments

With respect to the senior loans held in the Fund’s portfolio, the Fund may: 1) invest in assignments; 2) act as a participant in primary lending syndicates; or 3) invest in participations. If the Fund purchases a participation of a senior loan interest, the Fund would typically enter into a contractual agreement with the lender or other third party selling the participation, rather than directly with the borrower. As such, the Fund not only assumes the credit risk of the borrower, but also that of the selling participant or other persons interpositioned between the Fund and the borrower. As of the end of the reporting period, the Fund had no such outstanding participation commitments.

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.

Investment Transactions

Long-term purchases and sales (including maturities) during the current fiscal period aggregated $137,151,250 and $160,973,274, respectively.

The Fund 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 Fund has earmarked securities in its portfolio with a current value at least equal to the amount of the when-issued/delayed-delivery purchase commitments. If the Fund has 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

The Fund is authorized to invest in certain derivative instruments such as futures, options and swap contracts. The Fund limits its investments in futures, options on futures and swap contracts to the extent necessary for the Adviser to claim the exclusion from registration by the Commodity Futures Trading Commission as a commodity pool operator with respect to the Fund. The Fund records derivative instruments at fair value, with changes in fair value recognized on the Statement of Operations, when applicable. Even though the Fund’s investments in derivatives may represent economic hedges, they are not considered to be hedge transactions for financial reporting purposes.

Although the Fund is authorized to invest in derivative instruments, and may do so in the future, it did not make any such investments during the current fiscal period.

Market and Counterparty Credit Risk

In the normal course of business the Fund may invest in financial instruments and enter into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the other party to the transaction to perform (counterparty credit risk). The potential loss could exceed the value of the financial assets recorded on the financial statements. Financial assets, which potentially expose the Fund to counterparty credit risk, consist principally of cash due from counterparties on forward, option and swap transactions, when applicable. The extent of the Fund’s exposure to counterparty credit risk in respect to these financial assets approximates their carrying value as recorded on the Statement of Assets and Liabilities.

The Fund helps manage counterparty credit risk by entering into agreements only with counterparties the Adviser believes have the financial resources to honor their obligations and by having the Adviser monitor the financial stability of the counterparties. Additionally, counterparties may be required to pledge collateral daily (based on the daily valuation of the financial asset) on behalf of the Fund with a value approximately equal to the amount of any unrealized gain above a pre-determined threshold. Reciprocally, when the Fund has an unrealized loss, the Fund has instructed the custodian to pledge assets of the Fund as collateral with a value approximately equal to the amount of the unrealized loss above a pre-determined threshold. Collateral pledges are monitored and subsequently adjusted if and when the valuations fluctuate, either up or down, by at least the pre-determined threshold amount.

5. Fund Shares

Common Share Transactions

Transactions in common shares during the Fund’s current and prior fiscal period were as follows:

 

        Six Months
Ended
6/30/20
       Year
Ended
12/31/19
 

Common shares:

         

Issued to shareholders due to reinvestment of distributions

       26,808          30,306  

 

31


Notes to Financial Statements (continued)

(Unaudited)

 

6. Income Tax Information

The Fund intends to distribute substantially all of its net investment company taxable income to shareholders and to otherwise comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. In any year when the Fund realizes net capital gains, the Fund may choose to distribute all or a portion of its net capital gains to shareholders, or alternatively, to retain all or a portion of its net capital gains and pay federal corporate income taxes on such retained gains.

For all open tax years and all major taxing jurisdictions, management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Open tax years are those that are open for examination by taxing authorities (i.e., generally the last four tax year ends and the interim tax period since then). Furthermore, management of the Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

The following information is presented on an income tax basis. Differences between amounts for financial statement and federal income tax purposes are primarily due to the recognition of premium amortization and timing differences in recognizing certain gains and losses on investment transactions. To the extent that differences arise that are permanent in nature, such amounts are reclassified within the capital accounts as detailed below. Temporary differences do not require reclassification. Temporary and permanent differences do not impact the NAV of the Fund.

The table below presents the cost and unrealized appreciation (depreciation) of the Fund’s investment portfolio, as determined on a federal income tax basis as of June 30, 2020.

 

Tax cost of investments

     $ 330,593,782  

Gross unrealized:

    

Appreciation

     $ 3,564,605  

Depreciation

       (34,619,941

Net unrealized appreciation (depreciation) of investments

     $ (31,055,336
Permanent differences, primarily due to federal taxes paid and bond premium amortization adjustments, resulted in reclassifications among the Fund’s components of common share net assets as of December 31, 2019, the Fund’s last tax year end.

 

The tax components of undistributed net ordinary income and net long-term capital gains as of December 31, 2019, the Fund’s last tax year end, were as follows:

 

 

Undistributed net ordinary income1

     $ 8,215,088  

Undistributed net long-term capital gains

        

1  Net ordinary income consists of net taxable income derived from dividends, interest, and net short-term capital gains, if any.

   

The tax character of distributions paid during the Fund’s last tax year ended December 31, 2019 was designated for purposes of the dividends paid deduction as follows:

 

 

            

Distributions from net ordinary income1

     $ 15,620,637  

Distributions from net long-term capital gains

        

1  Net ordinary income consists of net taxable income derived from dividends, interest, and net short-term capital gains, if any.

   

As of December 31, 2019, the Fund’s last tax year end, the Fund 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.

 

Not subject to expiration:

    

Short-term

     $ 1,464,312  

Long-term

       6,485,548  

Total

     $ 7,949,860  

7. Management Fees

The Fund’s management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. The Sub-Adviser is compensated for its services to the Fund from the management fees paid to the Adviser.

The Fund’s management fee consists of two components – a fund-level fee, based only on the amount of assets within the Fund, and a complex-level fee, based on the aggregate amount of all eligible fund assets managed by the Adviser. This pricing structure enables Fund shareholders to benefit from growth in the assets within the Fund as well as from growth in the amount of complex-wide assets managed by the Adviser.

 

32


 

The annual fund-level fee, payable monthly, is calculated according to the following schedule:

 

Average Daily Managed Assets*      Fund-Level Fee Rate  

For the first $500 million

       0.5000

For the next $250 million

       0.4875  

For managed assets over $750 million

       0.4750  

The annual complex-level fee, payable monthly, 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 included certain assets of certain Nuveen funds that were reorganized into funds advised by an affiliate of the Adviser during the 2019 calendar year. As of June 30, 2020, the complex-level fee for the Fund was 0.1582%.

8. Borrowing Arrangements

Borrowings

The Fund has entered into a borrowing arrangement as a means of leverage.

As of the end of the reporting period, the Fund has a $110,000,000 (maximum commitment amount) revolving line of credit (“Borrowings”). As of the end of the reporting period, the outstanding balance on these Borrowings was $84,000,000.

Interest is charged on these Borrowings at 1-Month LIBOR (London Inter-Bank Offered Rate) plus 0.75% per annum on the amount borrowed and 0.25% per annum on the undrawn balance. The Fund is only charged the 0.25% per annum undrawn fee if the undrawn portion of the Borrowings on that day is more than 25% of the maximum commitment amount. During the current fiscal period, the daily balance outstanding (which was for the entire current reporting period) and average annual interest rate on these Borrowings were $96,109,890 and 1.85%, respectively.

In order to maintain these Borrowings, the Fund must meet certain collateral, asset coverage and other requirements. Borrowings outstanding are fully secured by securities held in the Fund’s portfolio of investments.

Borrowings outstanding are recognized as “Borrowings” on the Statement of Assets and Liabilities. Interest expense incurred on the drawn amount and undrawn balance are recognized as a component of “Interest expense on borrowings” on the Statement of Operations.

Inter-Fund Borrowing and Lending

The Securities Exchange Commission (“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 Fund 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

 

33


Notes to Financial Statements (continued)

(Unaudited)

 

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, the Fund did not enter into any inter-fund loan activity.

 

34


Additional Fund Information

 

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  

 

*

Matthew Thornton III has been appointed to the Board of Trustees effective November 16, 2020.

 

         

Investment Adviser

Nuveen Fund Advisors, LLC

333 West Wacker Drive

Chicago, IL 60606

 

Custodian

State Street Bank
& Trust Company

One Lincoln Street

Boston, MA 02111

 

Legal Counsel

Chapman and Cutler LLP

Chicago, IL 60603

 

Independent Registered
Public Accounting Firm

KPMG LLP

200 East Randolph Street

Chicago, IL 60601

 

Transfer Agent and
Shareholder Services

Computershare Trust

Company, N.A.

150 Royall Street

Canton, MA 02021

(800) 257-8787

 

 

 

Portfolio of Investments Information

The Fund is required to file its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT. You may obtain this information directly from 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

The 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. The 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

The 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, the 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.

 

     JCO  

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.

 

35


Glossary of Terms Used in this Report

 

 

Average Annual Total Return: This is a commonly used method to express an investment’s performance over a particular, usually multi-year time period. It expresses the return that would have been necessary each year to equal the investment’s actual cumulative performance (including change in NAV or market price and reinvested dividends and capital gains distributions, if any) over the time period being considered.

 

 

Blended Benchmark: A blended return comprised of: 1) 75% Bloomberg Barclays U.S. High Yield 1-5 Year Cash Pay 2% Issue Capped Index, which tracks the performance of U.S. non-investment grade bonds with maturities of one to 4.99 years and limits each issue to 2% of the index and, 2) 25% Credit Suisse Leveraged Loan Index, which consists of approximately $150 billion of tradable term loans with at least one year to maturity and rated BBB or lower. Index returns assume reinvestment of distributions, but do not include the effects of any applicable sales charges or management fees.

 

 

Bloomberg Barclays U.S. High Yield 1-5 Year Cash Pay 2% Issuer Capped Index: An index that tracks the performance of U.S. non-investment grade bonds with maturities of one to 4.99 years and limits each issue to 2% of the index. Benchmark returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

 

 

Collateralized Loan Obligation (CLO): A security backed by a pool of debt, often low rated corporate loans. Collateralized loan obligations (CLOs) are similar to collateralized mortgage obligations, except for the different type of underlying loan.

 

 

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 below) and the leverage effects of certain derivative investments in the fund’s portfolio.

 

 

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 receivables) less its total liabilities. NAV per share is equal to the fund’s Net Assets divided by its number of shares outstanding.

 

 

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.

 

36


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

Your 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 quarter 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.

 

 

37


Annual Investment Management Agreement Approval Process

(Unaudited)

 

The   Approval Process

At a meeting held on May 19-21, 2020 (the “May Meeting”), the Board of Trustees (the “Board” and each Trustee, a “Board Member”) of the Fund, which is 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 the renewal of the management agreement (the “Investment Management Agreement”) with Nuveen Fund Advisors, LLC (the “Adviser”) pursuant to which the Adviser serves as investment adviser to the Fund and the sub-advisory agreement (the “Sub-Advisory Agreement”) with Symphony Asset Management LLC (the “Sub-Adviser”) pursuant to which the Sub-Adviser serves as the investment sub-adviser to the 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 the Investment Management Agreement and Sub-Advisory Agreement on an annual basis. The Investment Management Agreement and Sub-Advisory Agreement 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.

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

 

38


 

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 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 Agreement and the Sub-Advisory Agreement 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 Fund.

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 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

 

39


Annual Investment Management Agreement Approval Process (continued)

(Unaudited)

 

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, 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

 

40


 

 

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 the 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 Agreement.

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 Fund under each applicable Advisory Agreement.

 

B.   The Investment Performance of the Fund 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 and one-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 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

 

41


Annual Investment Management Agreement Approval Process (continued)

(Unaudited)

 

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 noted that each of the Nuveen target term funds (including the Fund) has investment objectives which seek to provide a high level of current income and to return its original net asset value per common share on or about its termination date. Given the heightened market volatility in early 2020 and the investment objectives of these funds to seek the return of original net asset value, the Board will continue to monitor each of these funds.

The Board recognized that the Fund ranked in the third quartile of its Performance Peer Group and outperformed its benchmark for the one-year period ended December 31, 2019. With the market decline in the first quarter of 2020, the Fund’s performance was below the performance of its benchmark but the Fund continued to rank in the third quartile of its Performance Peer Group for the one- and three-year periods ended March 31, 2020. In its review, the Board recognized that the Performance Peer Group was classified as low for relevancy. The Board further recognized that recent market conditions have materially increased the risk associated with achieving the Fund’s objective to return original net asset value. 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 Nuveen 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 Nuveen 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.

 

42


 

In their review, the Independent Board Members considered, in particular, each Nuveen 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”) 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 the Nuveen 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, as applicable. 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 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 Fund.

The Independent Board Members noted that the Fund had a net management fee and a net expense ratio that were below the respective peer averages.

Based on its review of the information provided, the Board determined that the Fund’s management fees (as applicable) to a Fund Adviser were reasonable in light of the nature, extent and quality of services provided to the Fund.

 

  2.   Comparisons with the Fees of Other Clients

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 advised by the Sub-Adviser; hedge funds managed by the Sub-Adviser; and investment companies offered outside the Nuveen family and sub-advised by the Sub-Adviser. The Board further noted that the Adviser also advised certain exchange-traded funds (“ETFs”) sponsored by Nuveen.

The Board recognized that the Fund had an affiliated sub-adviser and, with respect to affiliated sub-advisers, reviewed, among other things, the range of fees assessed for managed accounts and hedge funds (along with their performance fees). The Board also reviewed the fee range and average fee rate of certain selected investment strategies offered in retail and institutional managed accounts advised by the Sub-Adviser, hedge funds advised by the Sub-Adviser (along with their performance fees) and non-Nuveen investment companies sub-advised by certain affiliated sub-advisers.

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

 

43


Annual Investment Management Agreement Approval Process (continued)

(Unaudited)

 

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 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.

 

44


 

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.

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 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.

 

45


Annual Investment Management Agreement Approval Process (continued)

(Unaudited)

 

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 Fund 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 the Fund and that the Advisory Agreements be renewed.

 

46


Notes

 

 

47


LOGO

 

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 FINRA and SIPC  |  333 West Wacker Drive Chicago, IL 60606  |  www.nuveen.com    
ESA-K-0620D        1300432-INV-B-08/21


Item 2. Code of Ethics.

Not applicable to this filing.

Item 3. Audit Committee Financial Expert.

Not applicable to this filing.

Item 4. Principal Accountant Fees and Services.

Not applicable to this filing.

Item 5. Audit Committee of Listed Registrants.

Not applicable to this filing.

Item 6. Schedule of Investments.

(a) See Portfolio of Investments in Item 1.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to this filing.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to this filing.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board implemented after the registrant last provided disclosure in response to this item.

Item 11. Controls and Procedures.

 

(a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

(b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

File the exhibits listed below as part of this Form.

(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item  2 requirements through filing of an exhibit: Not applicable to this filing.

(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) in the exact form set forth below: See EX-99.CERT attached hereto.

(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the 1940 Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons: Not applicable.

(a)(4) Change in the registrant’s independent public accountant. Not applicable.

(b) If the report is filed under Section  13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2 (b) under the 1940 Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)), and Section  1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an Exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for purposes of Section  18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registration specifically incorporates it by reference: See EX-99.906 CERT attached hereto.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Nuveen Credit Opportunities 2022 Target Term Fund

 

By (Signature and Title)   

/s/ Gifford R. Zimmerman

  
   Gifford R. Zimmerman   
   Vice President and Secretary   

Date: September 4, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)   

/s/ David J. Lamb

  
  

David J. Lamb

  
   Chief Administrative Officer   
   (principal executive officer)   

Date: September 4, 2020

 

By (Signature and Title)   

/s/ E. Scott Wickerham

  
   E. Scott Wickerham   
   Vice President and Controller   
   (principal financial officer)   

Date: September 4, 2020

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