NDMO Nuveen Dynamic Municipal Opportunities Fund

As filed with the U.S. Securities and Exchange Commission on June 12, 2023

Securities Act File No. 333-259086

Investment Company Act File No. 811-23489

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-2

(CHECK APPROPRIATE BOX OR BOXES)

 

☒	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

☐	Pre-Effective Amendment No.

 

☒	Post-Effective Amendment No. 3

 

☒	REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

 

☒	Amendment No. 9

 

 

Nuveen Dynamic Municipal Opportunities Fund

 

 

333 West Wacker Drive, Chicago, Illinois 60606

(Address of Principal Executive Offices)

(Number, Street, City, State, Zip Code)

(800) 257-8787

(Registrant’s Telephone Number, including Area Code)

Mark L. Winget

Vice President and Secretary

333 West Wacker Drive

Chicago, Illinois 60606

Name and Address (Number, Street, City, State, Zip Code) of Agent for Service

 

 

Copy to:

Thomas S. Harman

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue NW

Washington, DC 20004

 

 

Approximate Date of Proposed Public Offering: From time to time after the effective date of the Registration Statement.

☐  Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

☒  Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”) other than securities offered in connection with a dividend reinvestment plan.

☐  Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

☐  Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

☐  Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

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It is proposed that this filing will become effective (check appropriate box):

☐  when declared effective pursuant to Section 8(c) of the Securities Act.

If appropriate, check the following box:

☐  This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

☐  This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:            .

☐  This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:            .

☒  This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-259086.

Check each box that appropriately characterizes the Registrant:

☒  Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

☐  Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

☐  Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

☒  A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

☒  Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

☐  Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).

☐  If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.

☐  New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

 

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EXPLANATORY NOTE

 

This Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-259086) of Nuveen Dynamic Municipal Opportunities Fund (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 3 consists only of a facing page, this explanatory note, and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 3 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 3 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.

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PART C—OTHER INFORMATION

Item 25: Financial Statements and Exhibits.

 

1.	Contained in Part A:

 

Financial Highlights of the Nuveen Dynamic Municipal Opportunities Fund (the “Registrant” or the “Fund”) for the fiscal periods November 1, 2020 through April 30, 2021 (unaudited) and August 26, 2020 (commencement of operations) through October 31, 2020.

 

Registrant’s Financial Statements are incorporated in Part A by reference to Registrant’s  October 31, 2020 Annual Report (audited) on Form N-CSR as filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) via EDGAR Accession No. 0001821268-21-000010 on January 7, 2021 and Registrant’s  April 30, 2021 Semi-Annual Report (unaudited) on Form N-CSR as filed with the SEC via EDGAR Accession No. 0001821268-21-000312 on July 7, 2021.

 

Contained in Part B:

 

Registrant’s Financial Statements are incorporated in Part B by reference to Registrant’s October 31, 2020 Annual Report (audited) on Form N-CSR as filed with the SEC via EDGAR Accession No. 0001821268-21-000010 on January 7, 2021 and Registrant’s April 30, 2021 Semi-Annual Report (unaudited) on Form N-CSR as filed with the SEC via EDGAR Accession No. 0001821268-21-000312 on July 7, 2021.

 

2.

Exhibits:

 

a.		The Registrant’s Declaration of Trust dated November  4, 2019 (the “Declaration of Trust”). Filed on November  8, 2019 as Exhibit a. to the Registrant’s Registration Statement on Form N-2 (File No. 333-234592) and incorporated herein by reference.
b.		Amended and Restated By-Laws of the Registrant dated October  5, 2020. Filed on August 26, 2021 as Exhibit b. to the Registrant’s Registration Statement on Form N-2 (File No.  333-259086) and incorporated herein by reference.
c.		None.
d.		None.
e.		Terms and Conditions of the Automatic Dividend Reinvestment Plan. Filed on June  19, 2020 as Exhibit e. to the Registrant’s Registration Statement on Form N-2 (File No. 333-234592) and incorporated herein by reference.
f.		None.
g.1		Investment Management Agreement dated July  10, 2020 between the Registrant and Nuveen Fund Advisors, LLC. Filed on July 20, 2020 as Exhibit g.1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-234592) and incorporated herein by reference.
g.2		Continuance of Management Agreements dated July  29, 2022 between the Registrant and Nuveen Fund Advisors, LLC. Filed on May 2, 2023 as Exhibit (g)(2) to Nuveen Select Tax-Free Income Portfolio’s Registration Statement on Form N-2 (File Nos. 333-271575 and 811-06548) and incorporated herein by reference.
g.3		Investment Sub-Advisory Agreement dated July  10, 2020 between Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC. Filed on June 20, 2020 as Exhibit g.2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-234592) and incorporated herein by reference.
g.4		Notice of Continuance of Investment Sub-Advisory Agreements dated July  29, 2022 between Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC. Filed on May 2, 2023 as Exhibit (g)(4) to Nuveen Select Tax-Free Income Portfolio’s Registration Statement on Form N-2 (File Nos. 333-271575 and 811-06548) and incorporated herein by reference.

 

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h.1		Distribution Agreement Relating to At-the-Market offerings dated December 16, 2021 between the Registrant and Nuveen Securities, LLC. Filed on December 17, 2021 as Exhibit h.3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-259086) and incorporated herein by reference.
h.2		Amendment, dated June 9, 2023, to Distribution Agreement Relating to At-the-Market offerings dated December  16, 2021 between the Registrant and Nuveen Securities, LLC. Filed herewith.
h.3		Dealer Agreement Relating to At-the-Market offerings dated December 17, 2021 between Nuveen Securities, LLC and Virtu Americas LLC. Filed on December 17, 2021 as Exhibit h.4 to the Registrant’s Registration Statement on Form N-2 (File No. 333-259086) and incorporated herein by reference.
h.4		Amendment, dated June 9, 2023, to the Dealer Agreement Relating to At-the-Market offerings dated December  17, 2021 between Nuveen Securities, LLC and Virtu Americas LLC. Filed herewith.
i.		Nuveen Fund Board Voluntary Deferred Compensation Plan for Independent Directors and Trustees, effective as of November  1, 2021, as Exhibit (f) to Nuveen Global Net Zero Transition ETF’s Registration Statement on Form N-1A (File Nos. 333-212032 and 811-23161) and incorporated herein by reference.
j.1		Amended and Restated Master Custodian Agreement dated July  15, 2015 between the Registrant and State Street Bank and Trust Company. Filed on June 19, 2020 as Exhibit j.1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-234592) and incorporated herein by reference.
j.2		Amendment and revised Appendix A, updated as of July  31, 2020, to the Amended and Restated Master Custodian Agreement dated July 15, 2015 between the Registrant and State Street Bank and Trust Company. Filed on August  26, 2021 as Exhibit j.2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-259086) and incorporated herein by reference.
j.3		Amendment and revised Appendix A, effective September  8, 2022, to the Amended and Restated Master Custodian Agreement dated July 15, 2015 between the Registrant and State Street Bank and Trust Company. Filed on December  29, 2022 as Exhibit (g)(3) to Post-Effective Amendment No.  81 to Nuveen Investment Trust V’s Registration Statement on Form N-1A (File Nos. 333-138592 and 811-21979) and incorporated herein by reference.
k.1		Transfer Agency and Service Agreement dated June  15, 2017 between the Registrant and ComputerShare Inc. and ComputerShare Trust Company, N.A. Filed on June  19, 2020 as Exhibit k.1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-234592) and incorporated herein by reference.
k.2		First Amendment, dated September 7, 2017, to the Transfer Agency and Service Agreement dated June  15, 2017 between the Registrant and ComputerShare Inc. and ComputerShare Trust Company, N.A. Filed on March 25, 2021 as Exhibit k.2 to Nuveen Municipal Credit Opportunities Fund’s Registration Statement on Form N-2 (File Nos. 333-254678 and 811-23440) and incorporated herein by reference.
k.3		Second Amendment, dated February 26, 2018, to the Transfer Agency and Service Agreement dated June  15, 2017 between the Registrant and ComputerShare Inc. and ComputerShare Trust Company, N.A. Filed on March 25, 2021 as Exhibit k.3 to Nuveen Municipal Credit Opportunities Fund’s Registration Statement on Form N-2 (File Nos. 333-254678 and 811-23440) and incorporated herein by reference.
k.4		Third Amendment, effective May 11, 2020, to the Transfer Agency and Service Agreement dated June  15, 2017 between the Registrant and ComputerShare Inc. and ComputerShare Trust Company, N.A. Filed on March 25, 2021 as Exhibit k.4 to Nuveen Municipal Credit Opportunities Fund’s Registration Statement on Form N-2 (File Nos. 333-254678 and 811-23440) and incorporated herein by reference.
k.5		Amended and Restated Schedule A, effective March  28, 2023, to the Transfer Agency and Service Agreement dated June 15, 2017 between the Registrant and ComputerShare Inc. and ComputerShare Trust Company, N.A. Filed on May 2, 2023 as Exhibit (k)(5) to Nuveen Select Tax-Free Income Portfolio’s Registration Statement on Form N-2 (File Nos. 333-271575 and 811-06548) and incorporated herein by reference.

 

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k.6		Rule 12d1-4 Investment Agreement between RiverNorth Funds as Acquiring Funds and Nuveen CEFs as Acquired Funds, dated January 19, 2022. Filed on May 2, 2023 as Exhibit (k)(6) to Nuveen Select Tax-Free Income Portfolio’s Registration Statement on Form N-2 (Files Nos. 333-271575 and 811-06548) and incorporated herein by reference.
l.1		Opinion of Morgan, Lewis & Bockius LLP. Filed on August  26, 2021 as Exhibit l.1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-259086) and incorporated herein by reference.
l.2		Consent of Morgan, Lewis & Bockius LLP. Filed on August  26, 2021 as Exhibit l.2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-259086) and incorporated herein by reference.
m.		None.
n.		None.
o.		None.
p.		Subscription Agreement of Nuveen Fund Advisors dated June 15, 2020. Filed on June  19, 2020 as Exhibit p. to the Registrant’s Registration Statement on Form N-2 (File No. 333-234592) and incorporated herein by reference.
q.		None.
r.1		Code of Ethics and Reporting Requirements of Nuveen dated February 15, 2023. Filed on May  2, 2023 as Exhibit (r)(1) to Nuveen Select-Tax Free Income Portfolio’s Registration Statement on Form N-2 (File No.  333-271575 and 811-06548) and incorporated herein by reference.
r.2		Code of Ethics for the Independent Trustees of Nuveen Funds, as amended May 23, 2019. Filed on June  19, 2020 as Exhibit r.2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-234592) and incorporated herein by reference.
s.		Powers of Attorney dated April 21, 2022. Filed on May 2, 2023 as Exhibit (s) to Nuveen Select Tax-Free Income Portfolio’s Registration Statement on Form N-2 (File Nos. 333-271575 and 811-06548) and incorporated herein by reference.

Item 26: Marketing Arrangements.

See relevant Sections of the Distribution Agreement and Dealer Agreement filed as Exhibits h.1 and h.3, respectively, to this Registration Statement.

Item 27: Other Expenses of Issuance and Distribution.

 

Printing and Engraving Fees		$	7,000
Legal Fees		$	14,000
Accounting Fees		$	5,500
Stock Exchange Listing Fees		$	33,000
Securities and Exchange Commission Registration Fees		$	17,500
Miscellaneous Fees		$	3,000
Total		$	80,000

Item 28: Persons Controlled by or Under Common Control.

Not applicable.

Item 29: Number of Holders of Securities.

April 30, 2023:

 

Title of Class		Number of Record Holders
Common Shares, $0.01 par value			12,342
Preferred Shareholder			1

 

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Item 30: Indemnification.

Section 4 of Article XII of the Registrant’s Declaration of Trust provides as follows:

Subject to the exceptions and limitations contained in this Section 4, every person who is, or has been, a Trustee, officer, employee or agent of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.

No indemnification shall be provided hereunder to a Covered Person:

 

(a)	against any liability to the Trust or its Shareholders by reason of a final adjudication by the court or other body before which the proceeding was brought that he engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office;

 

(b)	with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust; or

 

(c)

in the event of a settlement or other disposition not involving a final adjudication (as provided in paragraph (a) or (b)) and resulting in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office by the court or other body approving the settlement or other disposition or a reasonable determination, based on a review of readily available facts (as opposed to a full trial-type inquiry), that he did not engage in such conduct:

(i) by a vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or

(ii) by written opinion of independent legal counsel.

The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel other than Covered Persons may be entitled by contract or otherwise under law.

Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 4 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 4, provided that either:

(a) such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or

(b) a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or independent legal counsel in a written opinion shall determine, based upon a review of the readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification.

As used in this Section 4, a “Disinterested Trustee” is one (x) who is not an Interested Person of the Trust (including anyone, as such Disinterested Trustee, who has been exempted from being an Interested Person by any rule, regulation or order of the Commission), and (y) against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending.

 

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As used in this Section 4, the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions, suits, proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the words “liability” and “expenses” shall include without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

The trustees and officers of the Registrant are covered by joint errors and omissions insurance policies against liability and expenses of claims of wrongful acts arising out of their position with the Registrant and other Nuveen funds, subject to such policies’ coverage limits, exclusions and retention.

Section 8 of the Distribution Agreement Relating to At-the-Market offerings, filed as Exhibit h.1 to this Registration Statement, provides for each of the parties thereto, including the Registrant and the underwriters, to indemnify the others, their trustees, directors, certain of their officers, trustees, directors and persons who control them against certain liabilities in connection with the offering described herein, including liabilities under the federal securities laws.

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 31: Business and Other Connections of Investment Adviser and Sub-Adviser.

Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors”) manages the Registrant and serves as investment adviser or manager to other open-end and closed-end management investment companies and to separately managed accounts. The principal business address for all of these investment companies and the persons named below is 333 West Wacker Drive, Chicago, Illinois 60606.

 

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A description of any other business, profession, vocation or employment of a substantial nature in which the directors and officers of Nuveen Fund Advisors or Nuveen Asset Management, LLC (“Nuveen Asset Management”) who serve as officers or Trustees of the Registrant have engaged during the last two years for his or her own account or in the capacity of director, officer, employee, partner or trustee appears under “Management” in the Statement of Additional Information. Such information for the remaining senior officers of Nuveen Fund Advisors appears below:

 

Name and Position with Nuveen Fund Advisors		Other Business, Profession, Vocation or Employment During Past Two Years
Oluseun Salami, Executive Vice President and Chief Financial Officer		Senior Vice President (since 2020) NIS/R&T, Inc.; Senior Vice President and Chief Financial Officer, Nuveen Alternative Advisors LLC (since 2020), Teachers Advisors, LLC (since 2020), TIAA-CREF Asset Management LLC (since 2020) and TIAA-CREF Investment Management, LLC (since 2020); Executive Vice President (since 2022), formerly, Senior Vice President (2020-2022), and Chief Financial Officer (since 2020), Nuveen, LLC; Executive Vice President and Chief Financial Officer (since 2021), Nuveen Investments, Inc.; Executive Vice President (since 2021), formerly, Senior Vice President, Chief Financial Officer (2018-2021), formerly, Business Finance and Planning (2020) Chief Accounting Officer (2019-2020), Corporate Controller (2018-2020), Teachers Insurance and Annuity Association of America; Senior Vice President, Corporate Controller, College Retirement Equities Fund, TIAA Board of Overseers, TIAA Separate Account VA-1, TIAA-CREF Funds, TIAA-CREF Life Funds (2018-2020).
Megan Sendlak, Managing Director and Controller		Managing Director and Controller (since 2020) of Nuveen Alternatives Advisors LLC, Nuveen Asset Management, LLC, Nuveen Investments, Inc., Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director and Controller (since 2020), formerly Assistant Controller (2019-2020) of Nuveen Securities, LLC; Managing Director and Controller (since 2020), formerly, Vice President and Corporate Accounting Director (2018-2020) of Nuveen, LLC; Managing Director and Controller (since 2021) of NIS/R&T, INC.; formerly, Vice President and Controller of NWQ Investment Management Company, LLC and Santa Barbara Asset Management, LLC (2020-2021); Vice President and Controller of Winslow Capital Management, LLC (since 2020).
Michael A. Perry, President		Chief Executive Officer (since 2023), formerly, Co-Chief Executive Officer (2019-2023), Executive Vice President (2017-2019) and Managing Director (2015-2017) of Nuveen Securities, LLC; and Executive Vice President (since 2017) of Nuveen Alternative Investments, LLC.
Erik Mogavero, Managing Director and Chief Compliance Officer		Formerly employed by Deutsche Bank (2013- 2017) as Managing Director, Head of Asset Management and Wealth Management Compliance for the Americas region and Chief Compliance Officer of Deutsche Investment Management Americas.

Nuveen Asset Management serves as investment sub-adviser to the Registrant and also serves as investment sub-adviser to other open-end and closed-end funds and investment adviser to separately managed accounts. The

 

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following is a list of the remaining senior officers of Nuveen Asset Management. The principal business address for each person is 333 West Wacker Drive, Chicago, Illinois 60606.

 

Name and Position with Nuveen Asset Management		Other Business, Profession, Vocation or Employment During Past Two Years
William T. Huffman, President		Executive Vice President (since 2020) of Nuveen Securities, LLC and Nuveen, LLC; President, Nuveen Investments, Inc. (since 2020), Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC (since 2019); Senior Managing Director (since 2019) of Nuveen Alternative Advisors LLC; Senior Managing Director (since 2022) and Chairman (since 2019) of Churchill Asset Management LLC.
Stuart J. Cohen, Managing Director, Head of Legal and Assistant Secretary		Managing Director and Assistant Secretary (since 2002) of Nuveen Securities, LLC; Managing Director (since 2007) and Assistant Secretary (since 2003) of Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary (since 2019) of Teachers Advisors, LLC; Managing Director, General Counsel and Assistant Secretary (since 2019) of TIAA-CREF Investment Management, LLC; Vice President and Assistant Secretary (since 2008) of Winslow Capital Management, LLC; formerly, Vice President (2007-2021) and Assistant Secretary (2003-2021) of NWQ Investment Management Company, LLC; formerly Vice President (2007-2021) and Assistant Secretary (2006-2021) of Santa Barbara Asset Management, LLC.
Travis M. Pauley, Managing Director and Chief Compliance Officer		Regional Head of Compliance and Regulatory Legal (2013-2020) of AXA Investment Managers.
Megan Sendlak, Managing Director and Controller		Managing Director and Controller (since 2020) of Nuveen Alternatives Advisors LLC, Nuveen Investments, Inc., Nuveen Fund Advisors, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director and Controller (since 2020), formerly Assistant Controller (2019-2020) of Nuveen Securities, LLC; Managing Director and Controller (since 2020), formerly, Vice President and Corporate Accounting Director (2018-2020) of Nuveen, LLC; Managing Director and Controller (since 2021) of NIS/R&T, INC., formerly, Vice President and Controller of NWQ Investment Management Company, LLC and Santa Barbara Asset Management, LLC (2020-2021);Vice President and Controller of Winslow Capital Management, LLC (since 2020).

Item 32: Location of Accounts and Records.

Nuveen Fund Advisors, LLC, 333 West Wacker Drive, Chicago, Illinois 60606, maintains the Fund’s Declaration of Trust, By-Laws, minutes of trustee and shareholder meetings, and contracts of the Registrant and all advisory material of the investment adviser. Nuveen Asset Management, LLC, in its capacity as sub-adviser, may also hold certain accounts and records of the Fund.

State Street Bank and Trust Company, One Congress Street, Suite 1, Boston, Massachusetts 02114-2016, maintains all general and subsidiary ledgers, journals, trial balances, records of all portfolio purchases and sales, and all other required records not maintained by Nuveen Fund Advisors or Nuveen Asset Management.

 

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Item 33: Management Services.

Not applicable.

Item 34: Undertakings.

1.     Not applicable.

2.     Not applicable.

3.     The Registrant undertakes:

a. Not applicable.

b. that, for the purpose of determining any liability under the Securities Act, each post-effective amendment to this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;

c. to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

d. that, for the purpose of determining liability under the Securities Act to any purchaser:

(1) if the Registrant is relying on Rule 430B:

(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(2) if the Registrant is subject to Rule 430C: each prospectus filed pursuant to Rule 424 under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in this registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

e. that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the

 

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securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

(2) free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrants;

(3) the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(4) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

4.     The Registrant undertakes that:

a. for the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 424(b)(1) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective; and

b. for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

5.     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

6.     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

7.     The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in this City of Chicago, and State of Illinois, on the 12th day of June 2023.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

 

Signature		Title						Date
/s/    E. SCOTT WICKERHAM E. Scott Wickerham		Vice President and Controller (Principal Financial and Accounting Officer)						June 12, 2023
/s/    DAVID J. LAMB David J. Lamb		Chief Administrative Officer (principal executive officer)						June 12, 2023
Terence J. Toth*		Chairman of the Board and Trustee				By:*		/s/    MARK L. WINGET Mark L. Winget, Attorney-in-Fact June 12, 2023
Jack B. Evans*		Trustee
William C. Hunter*		Trustee
Albin F. Moschner*		Trustee
Amy B. R. Lancellotta*		Trustee
Joanne T. Medero*		Trustee
John K. Nelson*		Trustee
Matthew Thornton III*		Trustee
Margaret L. Wolff*		Trustee
Robert L. Young*		Trustee
By*: /s/ MARK L. WINGET
Mark L. Winget
Attorney-in-Fact
June 12, 2023

 

*

Original powers of attorney authorizing Mark L. Winget, among others, to execute this Registration Statement, and Amendments thereto, for the trustees of the Registrant on whose behalf this Registration Statement is filed, have been executed and are filed herewith as Exhibit s. to this Registration Statement.

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EXHIBIT INDEX

 

Exhibit				Name
	EX-99.H2			Amendment, dated June 9, 2023, to Distribution Agreement Relating to At-the-Market offerings dated December 16, 2021 between the Registrant and Nuveen Securities, LLC
	EX-99.H4			Amendment, dated June 9, 2023, to the Dealer Agreement Relating to At-the-Market offerings dated December 17, 2021 between Nuveen Securities, LLC and Virtu Americas LLC