|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Share Supplemental Data/
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios Applicable to Common Shares
|
|
|
|
|
Common Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Returns
|
|
|
|
|
|
Ratios to Average Net Assets(b)
|
|
|
|
|
|
|
|
Based
|
|
|
Ending
|
|
|
|
|
|
Net
|
|
|
|
|
Based
|
|
|
on
|
|
|
Net
|
|
|
|
|
|
Investment
|
|
|
Portfolio
|
|
on
|
|
|
Share
|
|
|
Assets
|
|
|
|
|
|
Income
|
|
|
Turnover
|
|
NAV(a)
|
|
|
Price(a)
|
|
|
|
(000
|
)
|
|
Expenses
|
|
|
(Loss)
|
|
|
Rate(c)
|
|
|
4.77
|
%
|
|
|
(0.74
|
)%
|
|
$
|
32,953
|
|
|
|
1.95
|
%*
|
|
|
4.09
|
%*
|
|
|
9
|
%
|
|
2.07
|
|
|
|
7.93
|
|
|
|
31,996
|
|
|
|
2.66
|
|
|
|
3.58
|
|
|
|
10
|
|
|
6.70
|
|
|
|
9.06
|
|
|
|
32,444
|
|
|
|
2.72
|
|
|
|
3.90
|
|
|
|
23
|
|
|
1.15
|
|
|
|
(13.89
|
)
|
|
|
31,605
|
|
|
|
2.54
|
|
|
|
4.15
|
|
|
|
20
|
|
|
1.53
|
|
|
|
5.77
|
|
|
|
32,658
|
|
|
|
2.27
|
|
|
|
4.65
|
|
|
|
14
|
|
|
9.40
|
|
|
|
10.34
|
|
|
|
33,777
|
|
|
|
1.94
|
|
|
|
5.13
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.97
|
|
|
|
18.19
|
|
|
|
272,352
|
|
|
|
1.60
|
*
|
|
|
4.08
|
*
|
|
|
4
|
|
|
2.48
|
|
|
|
7.74
|
|
|
|
259,338
|
|
|
|
2.20
|
|
|
|
3.65
|
|
|
|
18
|
|
|
7.49
|
|
|
|
9.23
|
|
|
|
262,202
|
|
|
|
2.48
|
|
|
|
3.81
|
|
|
|
21
|
|
|
1.70
|
|
|
|
(2.62
|
)
|
|
|
254,175
|
|
|
|
2.07
|
|
|
|
3.92
|
|
|
|
22
|
|
|
0.63
|
|
|
|
(4.14
|
)
|
|
|
259,831
|
|
|
|
1.97
|
|
|
|
3.98
|
|
|
|
38
|
|
|
8.41
|
|
|
|
13.22
|
|
|
|
268,960
|
|
|
|
1.64
|
|
|
|
4.51
|
|
|
|
18
|
|
(b)
|
• Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to preferred shares issued by the Fund.
|
|
• The expense ratios reflect, among other things, all interest expense and other costs related to preferred shares (as described in Note 5 – Fund Shares) and/or the interest expense
deemed to have been paid by the Fund on the floating rate certificates issued by the special purpose trusts for the self-deposited inverse floaters held by the Fund (as described in Note 4 – Portfolio Securities and Investments in
Derivatives), where applicable, as follows:
|
NOM
|
|
|
NPV
|
|
Year Ended 5/31:
|
|
|
Year Ended 5/31:
|
|
2021(d)
|
0.66%*
|
|
2021(d)
|
0.58%*
|
2020
|
1.29
|
|
2020
|
1.18
|
2019
|
1.40
|
|
2019
|
1.42
|
2018
|
1.19
|
|
2018
|
1.02
|
2017
|
0.99
|
|
2017
|
0.94
|
2016
|
0.69
|
|
2016
|
0.62
|
|
|
(c)
|
Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 4 – Portfolio Securities and Investments in Derivatives) divided by the average long-term
market value during the period.
|
(d)
|
For the six months ended November 30, 2020.
|
*
|
Annualized.
|
See accompanying notes to financial statements.
89
Financial Highlights (Unaudited) (continued)
|
|
AMTP Shares
|
|
|
VMTP Shares
|
|
|
|
at the End of Period
|
|
|
at the End of Period
|
|
|
|
Aggregate
|
|
|
Asset
|
|
|
Aggregate
|
|
|
Asset
|
|
|
|
Amount
|
|
|
Coverage
|
|
|
Amount
|
|
|
Coverage
|
|
|
|
Outstanding
|
|
|
Per $100,000
|
|
|
Outstanding
|
|
|
Per $100,000
|
|
|
|
|
(000
|
)
|
|
Share
|
|
|
|
(000
|
)
|
|
Share
|
|
NKG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 5/31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021(a)
|
|
$
|
58,500
|
|
|
$
|
355,660
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2020
|
|
|
58,500
|
|
|
|
348,058
|
|
|
|
—
|
|
|
|
—
|
|
2019
|
|
|
58,500
|
|
|
|
346,414
|
|
|
|
—
|
|
|
|
—
|
|
2018
|
|
|
—
|
|
|
|
—
|
|
|
|
82,000
|
|
|
|
271,323
|
|
2017
|
|
|
—
|
|
|
|
—
|
|
|
|
82,000
|
|
|
|
277,532
|
|
2016
|
|
|
—
|
|
|
|
—
|
|
|
|
75,000
|
|
|
|
302,480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 5/31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021(a)
|
|
|
182,000
|
|
|
|
292,672
|
|
|
|
—
|
|
|
|
—
|
|
2020
|
|
|
182,000
|
|
|
|
282,370
|
|
|
|
—
|
|
|
|
—
|
|
2019
|
|
|
182,000
|
|
|
|
287,945
|
|
|
|
—
|
|
|
|
—
|
|
2018
|
|
|
—
|
|
|
|
—
|
|
|
|
197,000
|
|
|
|
269,311
|
|
2017
|
|
|
—
|
|
|
|
—
|
|
|
|
197,000
|
|
|
|
273,821
|
|
2016
|
|
|
—
|
|
|
|
—
|
|
|
|
167,000
|
|
|
|
311,126
|
|
(a)
|
For the six months ended November 30, 2020.
|
See accompanying notes to financial statements.
90
|
|
AMTP Shares
|
|
|
VMTP Shares
|
|
|
VRDP Shares
|
|
|
|
at the End of Period
|
|
|
at the End of Period
|
|
|
at the End of Period
|
|
|
|
Aggregate
|
|
|
Asset
|
|
|
Aggregate
|
|
|
Asset
|
|
|
Aggregate
|
|
|
Asset
|
|
|
|
Amount
|
|
|
Coverage
|
|
|
Amount
|
|
|
Coverage
|
|
|
Amount
|
|
|
Coverage
|
|
|
|
Outstanding
|
|
|
Per $100,000
|
|
|
Outstanding
|
|
|
Per $100,000
|
|
|
Outstanding
|
|
|
Per $100,000
|
|
|
|
|
(000
|
)
|
|
Share
|
|
|
|
(000
|
)
|
|
Share
|
|
|
|
(000
|
)
|
|
Share
|
|
NMT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 5/31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021(a)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
74,000
|
|
|
$
|
291,571
|
|
2020
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
74,000
|
|
|
|
284,556
|
|
2019
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
74,000
|
|
|
|
285,515
|
|
2018
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
74,000
|
|
|
|
280,362
|
|
2017
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
74,000
|
|
|
|
285,999
|
|
2016
|
|
|
—
|
|
|
|
—
|
|
|
|
74,000
|
|
|
|
293,776
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 5/31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021(a)
|
|
|
52,800
|
|
|
|
270,058
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
2020
|
|
|
52,800
|
|
|
|
262,204
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
2019
|
|
|
52,800
|
|
|
|
266,310
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
2018
|
|
|
—
|
|
|
|
—
|
|
|
|
52,800
|
|
|
|
261,111
|
|
|
|
—
|
|
|
|
—
|
|
2017
|
|
|
—
|
|
|
|
—
|
|
|
|
52,800
|
|
|
|
260,466
|
|
|
|
—
|
|
|
|
—
|
|
2016
|
|
|
—
|
|
|
|
—
|
|
|
|
44,100
|
|
|
|
299,415
|
|
|
|
—
|
|
|
|
—
|
|
(a)
|
For the six months ended November 30, 2020.
|
See accompanying notes to financial statements.
91
Financial Highlights (Unaudited) (continued)
|
|
MFP Shares
|
|
|
VMTP Shares
|
|
|
VRDP Shares
|
|
|
|
at the End of Period
|
|
|
at the End of Period
|
|
|
at the End of Period
|
|
|
|
Aggregate
|
|
|
Asset
|
|
|
Aggregate
|
|
|
Asset
|
|
|
Aggregate
|
|
|
Asset
|
|
|
|
Amount
|
|
|
Coverage
|
|
|
Amount
|
|
|
Coverage
|
|
|
Amount
|
|
|
Coverage
|
|
|
|
Outstanding
|
|
|
Per $100,000
|
|
|
Outstanding
|
|
|
Per $100,000
|
|
|
Outstanding
|
|
|
Per $100,000
|
|
|
|
|
(000
|
)
|
|
Share
|
|
|
|
(000
|
)
|
|
Share
|
|
|
|
(000
|
)
|
|
Share
|
|
NOM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 5/31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021(a)
|
|
$
|
18,000
|
|
|
$
|
283,071
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2020
|
|
|
18,000
|
|
|
|
277,757
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
2019
|
|
|
18,000
|
|
|
|
280,242
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
2018
|
|
|
18,000
|
|
|
|
275,584
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
2017
|
|
|
—
|
|
|
|
—
|
|
|
|
18,000
|
|
|
|
281,436
|
|
|
|
—
|
|
|
|
—
|
|
2016
|
|
|
—
|
|
|
|
—
|
|
|
|
18,000
|
|
|
|
287,651
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 5/31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021(a)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
128,000
|
|
|
|
312,775
|
|
2020
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
128,000
|
|
|
|
302,608
|
|
2019
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
128,000
|
|
|
|
304,845
|
|
2018
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
128,000
|
|
|
|
298,574
|
|
2017
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
128,000
|
|
|
|
302,993
|
|
2016
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
128,000
|
|
|
|
310,125
|
|
|
|
(a)
|
For the six months ended November 30, 2020.
|
See accompanying notes to financial statements.
92
Notes to
Financial Statements
(Unaudited)
1. General Information
Fund Information
The state funds covered in this report and their corresponding New York Stock Exchange (“NYSE”) symbols are as follows (each a “Fund” and collectively, the “Funds”):
•
|
Nuveen Georgia Quality Municipal Income Fund (NKG)
|
•
|
Nuveen Maryland Quality Municipal Income Fund (NMY)
|
•
|
Nuveen Massachusetts Quality Municipal Income Fund (NMT)
|
•
|
Nuveen Minnesota Quality Municipal Income Fund (NMS)
|
•
|
Nuveen Missouri Quality Municipal Income Fund (NOM)
|
•
|
Nuveen Virginia Quality Municipal Income Fund (NPV)
|
The Funds are registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as diversified closed-end management investment companies. NKG, NMS and NOM were organized as Massachusetts business
trusts on October 26, 2001, April 28, 2014 and March 29, 1993, respectively. NMY, NMT and NPV were organized as Massachusetts business trusts on January 12, 1993.
The end of the reporting period for the Funds is November 30, 2020, and the period covered by these Notes to Financial Statements is the six months ended November 30, 2020 (the “current fiscal period”).
Investment Adviser and Sub-Adviser
The Funds’ investment adviser is Nuveen Fund Advisors, LLC (the “Adviser”), a subsidiary of Nuveen, LLC (“Nuveen”). Nuveen is the investment management arm of Teachers Insurance and Annuity Association of America
(TIAA). The Adviser has overall responsibility for management of the Funds, oversees the management of the Funds’ portfolios, manages the Funds’ business affairs and provides certain clerical, bookkeeping and other administrative services, and if
necessary, asset allocation decisions. The Adviser has entered into sub-advisory agreements with Nuveen Asset Management, LLC (the “Sub-Adviser”), a subsidiary of the Adviser, under which the Sub-Adviser manages the investment portfolios of the
Funds.
Fund Merger
During August 2020, the Funds’ Board of Trustees (the “Board”) approved the merger of NMY (the “Target Fund”) into Nuveen Quality Municipal Income Fund (NAD) (the “Acquiring Fund”) (the “Merger”). The Merger is
intended to create a larger fund with lower operating expenses and increased trading volume on the exchange for common shares. The Merger is subject to customary conditions, including shareholder approval at annual shareholder meetings.
Upon the closing of the Merger, the Target Fund will transfer its assets to the Acquiring Fund in exchange for common and preferred shares of the Acquiring Fund and the assumption by the Acquiring Fund of the
liabilities of the Target Fund. The Target Fund will then be liquidated, dissolved and terminated in accordance with its Declaration of Trust. Shareholders of the Target Fund will become shareholders of the Acquiring Fund. Holders of common
shares of the Target Fund will receive newly issued common shares of the Acquiring Fund, the aggregate net asset value (“NAV”) of which was equal to the aggregate NAV of the common shares of the Target Fund held immediately prior to the Merger
(including for this purpose fractional Acquiring Fund shares to which shareholders would be entitled). Holders of preferred shares of the Target Fund will receive on a one-for-one basis newly issued preferred shares of the Acquiring Fund in
exchange for preferred shares of the Target Fund held immediately prior to the merger.
Other Matters
The outbreak of the novel coronavirus (“COVID-19”) and subsequent global pandemic began significantly impacting the U.S. and global financial markets and economies during the calendar quarter ended March 31, 2020.
The worldwide spread of COVID-19 has created significant uncertainty in the global economy. The duration and extent of COVID-19 over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to
which COVID-19 impacts the Fund’s normal course of business, results of operations, investments, and cash flows will depend on future developments, which are highly uncertain and difficult to predict. Management continues to monitor and evaluate
this situation.
2. Significant Accounting Policies
The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require the use of estimates made by
management and the evaluation of subsequent events. Actual results may differ from those estimates. Each Fund is an investment company and follows the accounting guidance in the Financial Accounting Standards Board (“FASB”)
93
Notes to Financial Statements (Unaudited) (continued)
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 Funds.
Compensation
The Funds pay no compensation directly to those of its trustees who are affiliated with the Adviser or to its officers, all of whom receive remuneration for their services to the Funds from the Adviser or its
affiliates. The 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.
Indemnifications
Under the Funds’ organizational documents, their officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of
business, the Funds enter into contracts that provide general indemnifications to other parties. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not
yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote.
Investments and Investment Income
Securities transactions are accounted for as of the trade date for financial reporting purposes. Realized gains and losses on securities transactions are based upon the specific identification method. Investment
income is comprised of interest income, which is recorded on an accrual basis and includes the accretion of discounts and the amortization of premiums for financial reporting purposes. Investment income also reflects payment-in-kind (“PIK”)
interest and paydown gains and losses, if any. PIK interest represents income received in the form of securities in lieu of cash. Investment income also reflects dividend income, which is recorded on the ex-dividend date.
Netting Agreements
In the ordinary course of business, the Funds may enter into transactions subject to enforceable International Swaps and Derivatives Association, Inc. (ISDA) master agreements or other similar arrangements (“netting
agreements”). Generally, the right to offset in netting agreements allows each Fund to offset certain securities and derivatives with a specific counterparty, when applicable, as well as any collateral received or delivered to that counterparty
based on the terms of the agreements. Generally, each Fund manages its cash collateral and securities collateral on a counterparty basis.
The Funds’ investments subject to netting agreements as of the end of the reporting period, if any, are further described in Note 4 – Portfolio Securities and Investments in Derivatives.
New Accounting Pronouncements and Rule Issuances
Reference Rate Reform
In March 2020, FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The main objective of the new guidance is
to provide relief to companies that will be impacted by the expected change in benchmark interest rates at the end of 2021, when participating banks will no longer be required to submit London Interbank Offered Rate (LIBOR) quotes by the UK
Financial Conduct Authority (FCA). The new guidance allows companies to, provided the only change to existing contracts are a change to an approved benchmark interest rate, account for modifications as a continuance of the existing contract
without additional analysis. For new and existing contracts, the Funds may elect to apply the 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 Funds’ financial statements and various filings.
3. Investment Valuation and Fair Value Measurements
The Funds’ investments in securities are recorded at their estimated fair value utilizing valuation methods approved by the Board. 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. U.S. GAAP establishes the three-tier hierarchy which 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 management’s assumptions about the assumptions market
94
participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The following is a summary of the three-tiered hierarchy of valuation
input levels.
Level 1 – Inputs are unadjusted and prices are determined using quoted prices in active markets for identical securities.
Level 2 – Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, credit spreads, etc.).
Level 3 – Prices are determined using significant unobservable inputs (including management’s assumptions in determining the fair value of investments).
A description of the valuation techniques applied to the Funds’ major classifications of assets and liabilities measured at fair value follows:
Prices of fixed-income securities are generally 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. 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.
Any portfolio security or derivative for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued at fair value, as determined in
good faith using procedures approved by the Board. 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. To the extent the inputs are
observable and timely, the values would be classified as Level 2 of the fair value hierarchy; otherwise they would be classified as Level 3.
The following table summarizes the market value of the Funds’ investments as of the end of the reporting period, based on the inputs used to value them:
NKG
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Long-Term Investments*:
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Bonds
|
|
$
|
—
|
|
|
$
|
225,353,081
|
|
|
$
|
83,733
|
**
|
|
$
|
225,436,814
|
|
Short-Term Investments*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Bonds
|
|
|
—
|
|
|
|
—
|
|
|
|
91,264
|
**
|
|
|
91,264
|
|
Total
|
|
$
|
—
|
|
|
$
|
225,353,081
|
|
|
$
|
174,997
|
|
|
$
|
225,528,078
|
|
NMY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Investments*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Bonds
|
|
$
|
—
|
|
|
$
|
549,390,644
|
|
|
$
|
—
|
|
|
$
|
549,390,644
|
|
NMT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Investments*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Bonds
|
|
$
|
—
|
|
|
$
|
207,645,786
|
|
|
$
|
—
|
|
|
$
|
207,645,786
|
|
NMS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Investments*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Bonds
|
|
$
|
—
|
|
|
$
|
138,552,565
|
|
|
$
|
—
|
|
|
$
|
138,552,565
|
|
NOM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Investments*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Bonds
|
|
$
|
—
|
|
|
$
|
50,503,402
|
|
|
$
|
—
|
|
|
$
|
50,503,402
|
|
NPV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Investments*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Bonds
|
|
$
|
—
|
|
|
$
|
416,324,622
|
|
|
$
|
—
|
|
|
$
|
416,324,622
|
|
*
|
Refer to the Fund’s Portfolio of Investments for industry classifications.
|
**
|
Refer to the Fund’s Portfolio of Investments for securities classified as Level 3.
|
95
Notes to Financial Statements (Unaudited) (continued)
4. Portfolio Securities and Investments in Derivatives
Portfolio Securities
Inverse Floating Rate Securities
Each Fund is authorized to invest in inverse floating rate securities. An inverse floating rate security is created by depositing a municipal bond (referred to as an “Underlying Bond”), typically with a fixed
interest rate, into a special purpose tender option bond (“TOB”) trust (referred to as the “TOB Trust”) created by or at the direction of one or more Funds. In turn, the TOB Trust issues (a) floating rate certificates (referred to as “Floaters”)
in face amounts equal to some fraction of the Underlying Bond’s par amount or market value, and (b) an inverse floating rate certificate (referred to as an “Inverse Floater”) that represents all remaining or residual interest in the TOB Trust.
Floaters typically pay short-term tax-exempt interest rates to third parties who are also provided a right to tender their certificate and receive its par value, which may be paid from the proceeds of a remarketing of the Floaters, by a loan to
the TOB Trust from a third party liquidity provider (“Liquidity Provider”), or by the sale of assets from the TOB Trust. The Inverse Floater is issued to a long term investor, such as one or more of the Funds. The income received by the Inverse
Floater holder varies inversely with the short-term rate paid to holders of the Floaters, and in most circumstances the Inverse Floater holder bears substantially all of the Underlying Bond’s downside investment risk and also benefits
disproportionately from any potential appreciation of the Underlying Bond’s value. The value of an Inverse Floater will be more volatile than that of the Underlying Bond because the interest rate is dependent on not only the fixed coupon rate of
the Underlying Bond but also on the short-term interest paid on the Floaters, and because the Inverse Floater essentially bears the risk of loss (and possible gain) of the greater face value of the Underlying Bond.
The Inverse Floater held by a Fund gives the Fund the right to (a) cause the holders of the Floaters to tender their certificates at par (or slightly more than par in certain circumstances), and (b) have the trustee
of the TOB Trust (the “Trustee”) transfer the Underlying Bond held by the TOB Trust to the Fund, thereby collapsing the TOB Trust.
The Fund may acquire an Inverse Floater in a transaction where it (a) transfers an Underlying Bond that it owns to a TOB Trust created by a third party or (b) transfers an Underlying Bond that it owns, or that it
has purchased in a secondary market transaction for the purpose of creating an Inverse Floater, to a TOB Trust created at its direction, and in return receives the Inverse Floater of the TOB Trust (referred to as a “self-deposited Inverse
Floater”). A Fund may also purchase an Inverse Floater in a secondary market transaction from a third party creator of the TOB Trust without first owning the Underlying Bond (referred to as an “externally-deposited Inverse Floater”).
An investment in a self-deposited Inverse Floater is accounted for as a “financing” transaction (i.e., a secured borrowing). For a self-deposited Inverse Floater, the Underlying Bond deposited into the TOB Trust is
identified in the Fund’s Portfolio of Investments as “(UB) – Underlying bond of an inverse floating rate trust reflected as a financing transaction,” with the Fund recognizing as liabilities, labeled “Floating rate obligations” on the Statement
of Assets and Liabilities, (a) the liquidation value of Floaters issued by the TOB Trust, and (b) the amount of any borrowings by the TOB Trust from a Liquidity Provider to enable the TOB Trust to purchase outstanding Floaters in lieu of a
remarketing. In addition, the Fund recognizes in “Investment Income” the entire earnings of the Underlying Bond, and recognizes (a) the interest paid to the holders of the Floaters or on the TOB Trust’s borrowings, and (b) other expenses related
to remarketing, administration, trustee, liquidity and other services to a TOB Trust, as a component of “Interest expense and amortization of offering costs” on the Statement of Operations. Earnings due from the Underlying Bond and interest due
to the holders of the Floaters as of the end of the reporting period are recognized as components of “Receivable for interest” and “Payable for interest” on the Statement of Assets and Liabilities, respectively.
In contrast, an investment in an externally-deposited Inverse Floater is accounted for as a purchase of the Inverse Floater and is identified in the Fund’s Portfolio of Investments as “(IF) – Inverse floating rate
investment.” For an externally-deposited Inverse Floater, a Fund’s Statement of Assets and Liabilities recognizes the Inverse Floater and not the Underlying Bond as an asset, and the Fund does not recognize the Floaters, or any related borrowings
from a Liquidity Provider, as a liability. Additionally, the Fund reflects in “Investment Income” only the net amount of earnings on the Inverse Floater (net of the interest paid to the holders of the Floaters or the Liquidity Provider as lender,
and the expenses of the Trust), and does not show the amount of that interest paid or the expenses of the TOB Trust as described above as interest expense on the Statement of Operations.
Fees paid upon the creation of a TOB Trust for self-deposited Inverse Floaters and externally-deposited Inverse Floaters are recognized as part of the cost basis of the Inverse Floater and are capitalized over the
term of the TOB Trust.
As of the end of the reporting period, the aggregate value of Floaters issued by each Fund’s TOB Trust for self-deposited Inverse Floaters and externally-deposited Inverse Floaters was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating Rate Obligations Outstanding
|
|
NKG
|
|
|
NMY
|
|
|
NMT
|
|
|
NMS
|
|
|
NOM
|
|
|
NPV
|
|
Floating rate obligations: self-deposited Inverse Floaters
|
|
$
|
19,600,000
|
|
|
$
|
27,120,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
600,000
|
|
|
$
|
20,350,000
|
|
Floating rate obligations: externally-deposited Inverse Floaters
|
|
|
—
|
|
|
|
—
|
|
|
|
7,325,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
$
|
19,600,000
|
|
|
$
|
27,120,000
|
|
|
$
|
7,325,000
|
|
|
$
|
—
|
|
|
$
|
600,000
|
|
|
$
|
20,350,000
|
|
96
During the current fiscal period, the average amount of Floaters (including any borrowings from a Liquidity Provider) outstanding, and average annual interest rate and fees related to self-deposited Inverse
Floaters, were as follows:
Self-Deposited Inverse Floaters
|
|
NKG
|
|
|
NMY
|
|
|
NMT
|
|
|
NMS
|
|
|
NOM
|
|
|
NPV
|
|
Average floating rate obligations outstanding
|
|
$
|
19,600,000
|
|
|
$
|
27,737,923
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
600,000
|
|
|
$
|
20,350,000
|
|
Average annual interest rate and fees
|
|
|
0.59
|
%
|
|
|
0.62
|
%
|
|
|
—
|
%
|
|
|
—
|
%
|
|
|
0.58
|
%
|
|
|
0.65
|
%
|
TOB Trusts are supported by a liquidity facility provided by a Liquidity Provider pursuant to which the Liquidity Provider agrees, in the event that Floaters are (a) tendered to the Trustee for remarketing and the
remarketing does not occur, or (b) subject to mandatory tender pursuant to the terms of the TOB Trust agreement, to either purchase Floaters or to provide the Trustee with an advance from a loan facility to fund the purchase of Floaters by the
TOB Trust. In certain circumstances, the Liquidity Provider may otherwise elect to have the Trustee sell the Underlying Bond to retire the Floaters that were tendered and not remarketed prior to providing such a loan. In these circumstances, the
Liquidity Provider remains obligated to provide a loan to the extent that the proceeds of the sale of the Underlying Bond is not sufficient to pay the purchase price of the Floaters.
The size of the commitment under the loan facility for a given TOB Trust is at least equal to the balance of that TOB Trust’s outstanding Floaters plus any accrued interest. In consideration of the loan facility,
fee schedules are in place and are charged by the Liquidity Provider(s). Any loans made by the Liquidity Provider will be secured by the purchased Floaters held by the TOB Trust. Interest paid on any outstanding loan balances will be effectively
borne by the Fund that owns the Inverse Floaters of the TOB Trust that has incurred the borrowing and may be at a rate that is greater than the rate that would have been paid had the Floaters been successfully remarketed.
As described above, any amounts outstanding under a liquidity facility are recognized as a component of “Floating rate obligations” on the Statement of Assets and Liabilities by the Fund holding the corresponding
Inverse Floaters issued by the borrowing TOB Trust. As of the end of the reporting period, there were no loans outstanding under such facility.
Each Fund may also enter into shortfall and forbearance agreements (sometimes referred to as a “recourse arrangement”) (TOB Trusts involving such agreements are referred to herein as “Recourse Trusts”), under which
a Fund agrees to reimburse the Liquidity Provider for the Trust’s Floaters, in certain circumstances, for the amount (if any) by which the liquidation value of the Underlying Bond held by the TOB Trust may fall short of the sum of the liquidation
value of the Floaters issued by the TOB Trust plus any amounts borrowed by the TOB Trust from the Liquidity Provider, plus any shortfalls in interest cash flows. Under these agreements, a Fund’s potential exposure to losses related to or on an
Inverse Floater may increase beyond the value of the Inverse Floater as a Fund may potentially be liable to fulfill all amounts owed to holders of the Floaters or the Liquidity Provider. Any such shortfall amount in the aggregate is recognized as
“Unrealized depreciation on Recourse Trusts” on the Statement of Assets and Liabilities.
As of the end of the reporting period, each Fund’s maximum exposure to the Floaters issued by Recourse Trusts for self-deposited Inverse Floaters and externally-deposited Inverse Floaters was as follows:
Floating Rate Obligations – Recourse Trusts
|
|
NKG
|
|
|
NMY
|
|
|
NMT
|
|
|
NMS
|
|
|
NOM
|
|
|
NPV
|
|
Maximum exposure to Recourse Trusts: self-deposited Inverse Floaters
|
|
$
|
19,600,000
|
|
|
$
|
27,120,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
600,000
|
|
|
$
|
20,350,000
|
|
Maximum exposure to Recourse Trusts: externally-deposited Inverse Floaters
|
|
|
—
|
|
|
|
—
|
|
|
|
7,325,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
$
|
19,600,000
|
|
|
$
|
27,120,000
|
|
|
$
|
7,325,000
|
|
|
$
|
—
|
|
|
$
|
600,000
|
|
|
$
|
20,350,000
|
|
Zero Coupon Securities
A zero coupon security does not pay a regular interest coupon to its holders during the life of the security. Income to the holder of the security comes from accretion of the difference between the original purchase
price of the security at issuance and the par value of the security at maturity and is effectively paid at maturity. The market prices of zero coupon securities generally are more volatile than the market prices of securities that pay interest
periodically.
Investment Transactions
Long-term purchases and sales (including maturities) during the current fiscal period were as follows:
|
|
NKG
|
|
|
NMY
|
|
|
NMT
|
|
|
NMS
|
|
|
NOM
|
|
|
NPV
|
|
Purchases
|
|
$
|
12,296,721
|
|
|
$
|
25,319,746
|
|
|
$
|
6,368,750
|
|
|
$
|
5,083,352
|
|
|
$
|
4,508,799
|
|
|
$
|
20,710,342
|
|
Sales and maturities
|
|
|
9,729,617
|
|
|
|
20,145,301
|
|
|
|
8,824,690
|
|
|
|
3,624,733
|
|
|
|
4,789,641
|
|
|
|
18,226,226
|
|
The Funds may purchase securities on a when-issued or delayed-delivery basis. Securities purchased on a when-issued or delayed-delivery basis may have extended settlement periods; interest income is not accrued
until settlement date. Any securities so purchased are subject to market fluctuation during this period. The Funds have earmarked securities in their portfolios with a current value at least equal to the amount of the when issued/
delayed-delivery purchase commitments. If a 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.
97
Notes to Financial Statements (Unaudited) (continued)
Investments in Derivatives
In addition to the inverse floating rate securities in which each Fund may invest, which are considered portfolio securities for financial reporting purposes, each Fund is authorized to invest in certain other
derivative instruments such as futures, options and swap contracts. Each Fund limits its investments in futures, options on futures and swap contracts to the extent necessary for the Adviser to claim exclusion from registration by the Commodity
Futures Trading Commission as a commodity pool operator with respect to the Fund. The Funds record derivative instruments at fair value, with changes in fair value recognized on the Statement of Operations, when applicable. Even though the Funds’
investments in derivatives may represent economic hedges, they are not considered to be hedge transactions for financial reporting purposes.
Although the Funds are authorized to invest in derivative instruments and may do so in the future, they did not make any such investments during the current fiscal period.
Market and Counterparty Credit Risk
In the normal course of business each Fund may invest in financial instruments and enter into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the
other party to the transaction to perform (counterparty credit risk). The potential loss could exceed the value of the financial assets recorded on the financial statements. Financial assets, which potentially expose each Fund to counterparty
credit risk, consist principally of cash due from counterparties on forward, option and swap transactions, when applicable. The extent of each Fund’s exposure to counterparty credit risk in respect to these financial assets approximates their
carrying value as recorded on the Statement of Assets and Liabilities.
Each Fund helps manage counterparty credit risk by entering into agreements only with counterparties the Adviser believes have the financial resources to honor their obligations and by having the Adviser monitor the
financial stability of the counterparties. Additionally, counterparties may be required to pledge collateral daily (based on the daily valuation of the financial asset) on behalf of each Fund with a value approximately equal to the amount of any
unrealized gain above a pre-determined threshold. Reciprocally, when each Fund has an unrealized loss, the Funds have instructed the custodian to pledge assets of the Funds as collateral with a value approximately equal to the amount of the
unrealized loss above a pre-determined threshold. Collateral pledges are monitored and subsequently adjusted if and when the valuations fluctuate, either up or down, by at least the pre-determined threshold amount.
5. Fund Shares
Common Share Transactions
Transactions in common shares for the Funds during the Funds’ current and prior fiscal period, where applicable. were as follows:
|
NOM
|
|
NPV
|
|
Six Months
|
Year
|
|
Six Months
|
Year
|
|
Ended
|
Ended
|
|
Ended
|
Ended
|
|
11/30/20
|
5/31/20
|
|
11/30/20
|
5/31/20
|
Common shares:
|
|
|
|
|
|
Issued to shareholders due to reinvestment of distributions
|
584
|
1,271
|
|
6,280
|
—
|
Preferred Shares
Adjustable Rate MuniFund Term Preferred Shares
The following Funds have issued and have outstanding Adjustable Rate MuniFund Term Preferred (“AMTP”) Shares, with a $100,000 liquidation preference per share. AMTP Shares are issued via private placement and are
not publically available.
The details of the each Fund’s AMTP Shares outstanding as of the end of the reporting period, were as follows:
|
|
|
|
Liquidation
|
|
|
|
|
Preference,
|
|
|
Shares
|
Liquidation
|
net of deferred
|
Fund
|
Series
|
Outstanding
|
Preference
|
offering costs
|
NKG
|
2028
|
585
|
$58,500,000
|
$58,440,435
|
NMY
|
2028
|
1,820
|
$182,000,000
|
$181,902,984
|
NMS
|
2028
|
528
|
$52,800,000
|
$52,758,322
|
Each Fund is obligated to redeem its AMTP Shares by the date as specified in its offering document (“Term Redemption Date”), unless earlier redeemed by the Fund. AMTP Shares are subject to optional and mandatory
redemption in certain circumstances. The AMTP Shares may be redeemed at the option of the Fund, subject to payment of premium for approximately six months following the date of issuance (“Premium Expiration Date”), and at the redemption price per
share thereafter. The redemption price per share is equal to the sum of the liquidation preference per share plus any accumulated but unpaid dividends.
98
AMTP Shares are short-term or short/intermediate-term instruments that pay a variable dividend rate tied to a short-term index, plus an additional fixed “spread” amount which is initially established at the time of
issuance and may be adjusted in the future based upon a mutual agreement between the majority owner and the Fund. From time-to-time the majority owner may propose to the Fund an adjustment to the dividend rate. Should the majority owner and the
Fund fail to agree upon an adjusted dividend rate, and such proposed dividend rate adjustment is not withdrawn, the Fund will be required to redeem all outstanding shares upon the end of a notice period.
In addition, the Fund may be obligated to redeem a certain amount of the AMTP Shares if the Fund fails to maintain certain asset coverage and leverage ratio requirements and such failures are not cured by the
applicable cure date. The Term Redemption Date and Premium Expiration Date for each Fund’s AMTP Shares are as follows:
|
Notice
|
|
Term
|
Premium
|
Fund
|
Period
|
Series
|
Redemption Date
|
Expiration Date
|
NKG
|
540-day
|
2028
|
December 1 2028*
|
February 13, 2019
|
NMY
|
360-day
|
2028
|
December 1 2028*
|
November 30, 2019
|
NMS
|
360-day
|
2028
|
December 1 2028*
|
November 30, 2019
|
* Subject to early termination by either the Fund or the holder.
The average liquidation preference of AMTP Shares outstanding and annualized dividend rate for each Fund during the current fiscal period were as follows:
|
|
NKG
|
|
|
NMY
|
|
|
NMS
|
|
Average liquidation preference of AMTP shares outstanding
|
|
$
|
58,500,000
|
|
|
$
|
182,000,000
|
|
|
$
|
52,800,000
|
|
Annualized dividend rate
|
|
|
0.94
|
%
|
|
|
1.02
|
%
|
|
|
1.02
|
%
|
AMTP Shares are subject to restrictions on transfer, generally do not trade, and market quotations are generally not available. The fair value of AMTP Shares is expected to be approximately their liquidation
preference so long as the fixed “spread” on the AMTP Shares remains roughly in line with the “spread” being demanded by investors on instruments having similar terms in the current market environment. In present market conditions, the Funds’
Adviser has determined that the fair value of AMTP Shares is approximately their liquidation preference, but their fair value could vary if market conditions change materially. For financial reporting purposes, the liquidation preference of AMTP
Shares is a liability and is recognized as a component of “Adjustable Rate MuniFund Term Preferred (“AMTP”) Shares, net of deferred offering costs” on the Statement of Assets and Liabilities.
AMTP Share dividends are treated as interest payments for financial reporting purposes. Unpaid dividends on AMTP Shares are recognized as a component of “Interest payable” on the Statement of Assets and Liabilities.
Dividends accrued on AMTP Shares are recognized as a component of “Interest expense and amortization of offering costs” on the Statement of Operations.
Costs incurred in connection with each Fund’s offering of AMTP Shares were recorded as deferred charges, which are amortized over the life of the shares and are recognized as components of “Adjustable Rate MuniFund
Term Preferred (“AMTP”) Shares, net of deferred offering costs” on the Statement of Assets and Liabilities and “Interest expense and amortization of offering costs” on the Statement of Operations.
MuniFund Preferred Shares
NOM has issued and has outstanding MuniFund Preferred (“MFP”) Shares, with a $100,000 liquidation preference per share. These MFP Shares were issued via private placement and are not publicly available.
The Fund is obligated to redeem its MFP Shares by the date as specified in its offering documents (“Term Redemption Date”), unless earlier redeemed by the Fund. MFP Shares are initially issued in a pre-specified
mode, however, MFP Shares can be subsequently designated as an alternative mode at a later date at the discretion of the Fund. The modes within MFP Shares detail the dividend mechanics and are described as follows. At a subsequent date, the Fund
may establish additional mode structures with the MFP Share.
• Variable Rate Remarketed Mode (“VRRM”) – Dividends for MFP Shares within this mode will be established by a remarketing agent; therefore, the market value of the MFP Shares
is expected to approximate its liquidation preference. Shareholders have the ability to request a best-efforts tender of their shares upon seven days notice. If the remarketing agent is unable to identify an alternative purchaser, the shares will
be retained by the shareholder requesting tender and the subsequent dividend rate will increase to its step-up dividend rate. If after one consecutive year of unsuccessful remarketing attempts, the Fund will be required to designate an
alternative mode or redeem the shares.
The Fund will pay a remarketing fee on the aggregate principal amount of all MFP shares while designated in VRRM. Payments made by the Fund to the remarketing agent are recognized as “Remarketing
fees” on the Statement of Operations.
• Variable Rate Mode (“VRM”) – Dividends for MFP Shares designated in this mode are based upon a short-term index plus an additional fixed “spread” amount established at the
time of issuance or renewal / conversion of its mode. At the end of the period of the mode, the Fund will be required to either extend the term of the mode, designate an alternative mode or redeem the MFP Shares.
99
Notes to Financial Statements (Unaudited) (continued)
The fair value of MFP Shares while in VRM are expected to approximate their liquidation preference so long as the fixed “spread” on the shares remains roughly in line with the “spread’ being
demanded by investors on instruments having similar terms in the current market. In current market conditions, the Adviser has determined that the fair value of the shares are approximately their liquidation preference, but their fair value could
vary if market conditions change materially.
• Variable Rate Demand Mode (“VRDM”) – Dividends for MFP Shares designated in this mode will be established by a remarketing agent; therefore, the market value of the MFP
Shares is expected to approximate its liquidation preference. While in this mode, shares will have an unconditional liquidity feature that enables its shareholders to require a liquidity provider, with which the Fund has entered into a
contractual agreement, to purchase shares in the event that the shares are not able to be successfully remarketed. In the event that shares within this mode are unable to be successfully remarketed and are purchased by the liquidity provider, the
dividend rate will be the maximum rate which is designed to escalate according to a specified schedule in order to enhance the remarketing agent’s ability to successfully remarket the shares.
The Fund is required to redeem any shares that are still owned by a liquidity provider after six months of continuous, unsuccessful remarketing.
The Fund will pay a liquidity and remarketing fee on the aggregate principal amount of all MFP Shares while within VRDM. Payments made by the Fund to the liquidity provider and remarketing agent are recognized as
“Liquidity fees” and “Remarketing fees”, respectively, on the Statement of Operations.
For financial reporting purposes, the liquidation preference of MFP Shares is recorded as a liability and is recognized as a component of “MuniFund Preferred (“MFP”) Shares, net of deferred offering costs” on the
Statement of Assets and Liabilities. Dividends on the MFP shares are treated as interest payments for financial reporting purposes. Unpaid dividends on MFP shares are recognized as a component on “Interest payable” on the Statement of Assets and
Liabilities. Dividends accrued on MFP Shares are recognized as a component of “Interest expense and amortization of offering costs” on the Statement of Operations.
Subject to certain conditions, MFP Shares may be redeemed, in whole or in part, at any time at the option of the Fund. The Fund may also be required to redeem certain MFP shares if the Fund fails to maintain certain
asset coverage requirements and such failures are not cured by the applicable cure date. The redemption price per share in all circumstances is equal to the liquidation preference per share plus any accumulated but unpaid dividends.
Costs incurred in connection with the Fund’s offering of MFP Shares were recorded as a deferred charge and are being amortized over the life of the shares. These offering costs are recognized as a component of
“MuniFund Preferred (“MFP”) Shares, net of deferred offering costs” on the Statement of Assets and Liabilities and “Interest expense and amortization of offering costs” on the Statement of Operations.
As of the end of the reporting period, details of the Fund’s MFP Shares outstanding were as follows:
|
|
|
|
Liquidation
|
|
|
|
|
|
|
|
Preference,
|
Term
|
|
Mode
|
|
|
Shares
|
Liquidation
|
net of deferred
|
Redemption
|
|
Termination
|
Fund
|
Series
|
Outstanding
|
Preference
|
offering costs
|
Date
|
Mode
|
Date
|
NOM
|
A
|
180
|
$18,000,000
|
$17,783,236
|
October 1, 2047
|
VRM
|
October 12, 2022
|
The average liquidation preference of MFP Shares outstanding and annualized dividend rate for the Fund during the current fiscal period were as follows:
|
|
NOM
|
|
Average liquidation preference of MFP Shares outstanding
|
|
$
|
18,000,000
|
|
Annualized dividend rate
|
|
|
1.12
|
%
|
Variable Rate Demand Preferred Shares
The following Funds have issued and have outstanding Variable Rate Demand Preferred (“VRDP”) Shares, with a $100,000 liquidation preference per share. VRDP Shares are issued via private placement and are not
publicly available.
As of the end of the reporting period, details of the Funds’ VRDP Shares outstanding were as follows:
|
|
|
|
|
Liquidation
|
|
|
|
|
|
|
|
Preference,
|
Special Rate
|
|
|
|
Shares
|
Remarketing
|
Liquidation
|
net of deferred
|
Period
|
|
Fund
|
Series
|
Outstanding
|
Fees*
|
Preference
|
offering costs
|
Expiration
|
Maturity
|
NMT
|
1
|
740
|
N/A
|
$ 74,000,000
|
$ 73,743,931
|
March 1, 2047
|
March 1, 2047
|
NPV
|
1
|
1,280
|
N/A
|
$128,000,000
|
$127,655,807
|
July 21, 2021
|
August 3, 2043
|
* Remarketing fees as a percentage of the aggregate principal amount of all VRDP Shares outstanding for each series.
N/A Not applicable. Series is considered to be Special Rate VRDP and therefore does not pay a remarketing fee.
100
VRDP Shares include a liquidity feature that allows VRDP shareholders to have their shares purchased by a liquidity provider with whom the each Fund has contracted in the event that the VRDP Shares are not able to
be successfully remarketed. Each Fund is required to redeem any VRDP Shares that are still owned by the liquidity provider after six months of continuous, unsuccessful remarketing. Each Fund pays an annual remarketing fee on the aggregate
principal amount of all VRDP Shares outstanding. Each Fund’s VRDP Shares have successfully remarketed since issuance.
Each Fund’s Series 1 VRDP Shares are considered to be Special Rate VRDP, which are sold to institutional investors. During the special rate period, the VRDP Shares will not be remarketed by a remarketing agent, be
subject to optional or mandatory tender events, or be supported by a liquidity provider and are not subject to remarketing fees or liquidity fees. During the special rate period, VRDP dividends will be set monthly as a floating rate based on the
predetermined formula. Following the initial special rate period, Special Rate VRDP Shares may transition to traditional VRDP Shares with dividends set at weekly remarketings, and be supported by a designated liquidity provider, or the Board may
approve a subsequent special rate period.
Dividends on the VRDP Shares (which are treated as interest payments for financial reporting purposes) are set at a rate established by a remarketing agent; therefore, the market value of the VRDP Shares is expected
to approximate its liquidation preference. In the event that VRDP Shares are unable to be successfully remarketed, the dividend rate will be the maximum rate which is designed to escalate according to a specified schedule in order to enhance the
remarketing agent’s ability to successfully remarket the VRDP Shares.
Subject to certain conditions, VRDP Shares may be redeemed, in whole or in part, at any time at the option of the each Fund. Each Fund may also redeem certain of the VRDP Shares if the Fund fails to maintain certain
asset coverage requirements and such failures are not cured by the applicable cure date. The redemption price per share is equal to the sum of the liquidation preference per share plus any accumulated but unpaid dividends.
The average liquidation preference of VRDP Shares outstanding and annualized dividend rate for each Fund during the current fiscal period were as follows:
|
|
NMT
|
|
|
NPV
|
|
Average liquidation preference of VRDP Shares outstanding
|
|
$
|
74,000,000
|
|
|
$
|
128,000,000
|
|
Annualized dividend rate
|
|
|
0.95
|
%
|
|
|
1.11
|
%
|
For financial reporting purposes, the liquidation preference of VRDP Shares is a liability and is recognized as a component of “Variable Rate Demand Preferred (“VRDP”) Shares, net of deferred offering costs” on the
Statement of Assets and Liabilities. Unpaid dividends on VRDP Shares are recognized as a component of “Interest payable” on the Statement of Assets and Liabilities, when applicable. Dividends accrued on VRDP Shares are recognized as a component
of “Interest expense and amortization of offering costs” on the Statement of Operations. Costs incurred by the Fund in connection with its offerings of VRDP Shares were recorded as a deferred charge, which are amortized over the life of the
shares and are recognized as a component of “Variable Rate Demand Preferred (“VRDP”) Shares, net of deferred offering costs” on the Statement of Assets and Liabilities and “Interest expense and amortization of offering costs” on the Statement of
Operations. In addition to interest expense, the Fund also pays a per annum liquidity fee to the liquidity provider, as well as a remarketing fee, which are recognized as “Liquidity fees” and “Remarketing fees,” respectively, on the Statement of
Operations.
Preferred Share Transactions
The Funds did not have any transactions in preferred shares during the current and prior fiscal period.
6. Income Tax Information
Each Fund is a separate taxpayer for federal income tax purposes. Each Fund intends to distribute substantially all of its net investment income and net capital gains to shareholders and to otherwise comply with the
requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. Therefore, no federal income tax provision is required. Furthermore, each Fund intends to satisfy conditions that will enable interest from
municipal securities, which is exempt from regular federal and designated state income taxes, to retain such tax-exempt status when distributed to shareholders of the Funds. Net realized capital gains and ordinary income distributions paid by the
Funds are subject to federal taxation.
For all open tax years and all major taxing jurisdictions, management of the Funds has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Open
tax years are those that are open for examination by taxing authorities (i.e., generally the last four tax year ends and the interim tax period since then). Furthermore, management of the Funds is also not aware of any tax positions for which it
is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
The following information is presented on an income tax basis. Differences between amounts for financial statement and federal income tax purposes are primarily due to timing differences in recognizing taxable
market discount, timing differences in recognizing certain gains and losses on investment transactions and the treatment of investments in inverse floating rate securities reflected as financing transactions, if any. To the extent that
differences arise that are permanent in nature, such amounts are reclassified within the capital accounts as detailed below. Temporary differences do not require reclassification. Temporary and permanent differences do not impact the NAVs of the
Funds.
101
Notes to Financial Statements (Unaudited) (continued)
The table below presents the cost and unrealized appreciation (depreciation) of each Fund’s investment portfolio, as determined on a federal income tax basis, as of November 30, 2020.
|
|
NKG
|
|
|
NMY
|
|
|
NMT
|
|
|
NMS
|
|
|
NOM
|
|
|
NPV
|
|
Tax cost of investments
|
|
$
|
189,715,839
|
|
|
$
|
482,301,925
|
|
|
$
|
190,523,334
|
|
|
$
|
128,834,569
|
|
|
$
|
46,462,279
|
|
|
$
|
358,393,878
|
|
Gross unrealized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Appreciation
|
|
$
|
17,014,301
|
|
|
$
|
42,105,066
|
|
|
$
|
17,155,727
|
|
|
$
|
9,955,709
|
|
|
$
|
3,637,319
|
|
|
$
|
38,233,036
|
|
Depreciation
|
|
|
(802,044
|
)
|
|
|
(2,136,303
|
)
|
|
|
(33,275
|
)
|
|
|
(237,713
|
)
|
|
|
(196,193
|
)
|
|
|
(652,337
|
)
|
Net unrealized appreciation (depreciation) of investments
|
|
$
|
16,212,257
|
|
|
$
|
39,968,763
|
|
|
$
|
17,122,452
|
|
|
$
|
9,717,996
|
|
|
$
|
3,441,126
|
|
|
$
|
37,580,699
|
|
Permanent differences, primarily due to taxable market discount, federal taxes paid, and nondeductible offering costs resulted in reclassifications among the Funds’ components of common share net assets as of May
31, 2020, the Funds’ last tax year end.
The tax components of undistributed net tax-exempt income, net ordinary income and net long-term capital gains as of May 31, 2020, the Funds’ last tax year end, were as follows:
|
|
NKG
|
|
|
NMY
|
|
|
NMT
|
|
|
NMS
|
|
|
NOM
|
|
|
NPV
|
|
Undistributed net tax-exempt income1
|
|
$
|
617,010
|
|
|
$
|
1,423,116
|
|
|
$
|
450,631
|
|
|
$
|
43,345
|
|
|
$
|
40,447
|
|
|
$
|
1,128,419
|
|
Undistributed net ordinary income2
|
|
|
2,024
|
|
|
|
1,776
|
|
|
|
—
|
|
|
|
—
|
|
|
|
206
|
|
|
|
1,622
|
|
Undistributed net long-term capital gains
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
1 Undistributed net tax-exempt income (on a tax basis) has not been reduced for the dividend declared on May 1, 2020, paid on June 1,
2020.
2 Net ordinary income consists of taxable market discount income and net short-term capital gains, if any.
The tax character of distributions paid during the Funds’ last tax year ended May 31, 2020 was designated for purposes of the dividends paid deduction as follows:
|
|
NKG
|
|
|
NMY
|
|
|
NMT
|
|
|
NMS
|
|
|
NOM
|
|
|
NPV
|
|
Distributions from net tax-exempt income
|
|
$
|
5,884,220
|
|
|
$
|
16,213,229
|
|
|
$
|
4,589,343
|
|
|
$
|
4,473,912
|
|
|
$
|
1,532,957
|
|
|
$
|
12,090,870
|
|
Distributions from net ordinary income2
|
|
|
2,005
|
|
|
|
55,707
|
|
|
|
30,080
|
|
|
|
—
|
|
|
|
10,708
|
|
|
|
36,820
|
|
Distributions from net long-term capital gains
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
2 Net ordinary income consists of taxable market discount income and net short-term capital gains, if any.
As of May 31, 2020, the Funds’ last tax year end, the Funds had unused capital losses carrying forward available for federal income tax purposes to be applied against future capital gains, if any. The capital losses
are not subject to expiration.
|
|
NKG
|
|
|
NMY
|
|
|
NMT
|
|
|
NMS
|
|
|
NOM
|
|
|
NPV
|
|
Not subject to expiration:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term
|
|
$
|
2,007,608
|
|
|
$
|
7,583,234
|
|
|
$
|
1,666,131
|
|
|
$
|
661,263
|
|
|
$
|
515,305
|
|
|
$
|
6,176,787
|
|
Long-Term
|
|
|
2,907,190
|
|
|
|
7,911,493
|
|
|
|
3,400,142
|
|
|
|
250,524
|
|
|
|
733,074
|
|
|
|
10,081,068
|
|
Total
|
|
$
|
4,914,798
|
|
|
$
|
15,494,727
|
|
|
$
|
5,066,273
|
|
|
$
|
911,787
|
|
|
$
|
1,248,379
|
|
|
$
|
16,257,855
|
|
During the Funds’ last tax year ended May 31, 2020, NMT utilized $127,911 of its capital loss carryforward.
7. Management Fees and Other Transactions with Affiliates
Management Fees
Each Fund’s management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. The Sub-Adviser is compensated for its services to the Funds from the
management fees paid to the Adviser.
Each Fund’s management fee consists of two components – a fund-level fee, based only on the amount of assets within each individual Fund, and a complex-level fee, based on the aggregate amount of all eligible fund
assets managed by the Adviser. This pricing structure enables Fund shareholders to benefit from growth in the assets within their respective Fund as well as from growth in the amount of complex-wide assets managed by the Adviser.
102
The annual fund-level fee, payable monthly, for each Fund is calculated according to the following schedule:
|
|
Average Daily Managed Assets*
|
Fund-Level Fee Rate
|
For the first $125 million
|
0.4500%
|
For the next $125 million
|
0.4375
|
For the next $250 million
|
0.4250
|
For the next $500 million
|
0.4125
|
For the next $1 billion
|
0.4000
|
For the next $3 billion
|
0.3750
|
For managed assets over $5 billion
|
0.3625
|
The annual complex-level fee, payable monthly, for each Fund is calculated by multiplying the current complex-wide fee rate, determined according to the following schedule by the Fund’s daily managed assets:
|
|
Complex-Level Eligible Asset Breakpoint Level*
|
Effective Complex-Level Fee Rate at Breakpoint Level
|
$55 billion
|
0.2000%
|
$56 billion
|
0.1996
|
$57 billion
|
0.1989
|
$60 billion
|
0.1961
|
$63 billion
|
0.1931
|
$66 billion
|
0.1900
|
$71 billion
|
0.1851
|
$76 billion
|
0.1806
|
$80 billion
|
0.1773
|
$91 billion
|
0.1691
|
$125 billion
|
0.1599
|
$200 billion
|
0.1505
|
$250 billion
|
0.1469
|
$300 billion
|
0.1445
|
* For the complex-level fees, managed assets include closed-end fund assets managed by the Adviser that are attributable to certain types of leverage. For these purposes, leverage includes
the funds’ use of preferred stock and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion of assets held by a
TOB trust that has been effectively financed by the trust’s issuance of floating rate securities, subject to an agreement by the Adviser as to certain funds to limit the amount of such assets for determining managed assets in certain
circumstances. The complex-level fee is calculated based upon the aggregate daily managed assets of all Nuveen open-end and closed-end funds that constitute “eligible assets.” Eligible assets do not include assets attributable to
investments in other Nuveen funds or assets in excess of a determined amount (originally $2 billion) added to the Nuveen fund complex in connection with the Adviser’s assumption of the management of the former First American Funds
effective January 1, 2011, but do not include certain Nuveen Funds that were reorganized into funds advised by an affiliate of the Adviser during the 2019 calendar year. As of November 30, 2020, the complex-level fee for each Fund was
0.1561%.
|
Other Transactions with Affiliates
Each Fund is permitted to purchase or sell securities from or to certain other funds or accounts managed by the Sub-Adviser (“Affiliated Entity”) under specified conditions outlined in procedures adopted by the
Board (“cross-trade”). These procedures have been designed to ensure that any cross-trade of securities by the Fund from or to an Affiliated Entity by virtue of having a common investment adviser (or affiliated investment adviser), common officer
and/or common trustee complies with Rule 17a-7 under the 1940 Act. These transactions are effected at the current market price (as provided by an independent pricing service) without incurring broker commissions.
During the current fiscal period, the following Fund engaged in cross-trades pursuant to these procedures as follows:
Cross-Trades
|
NOM
|
Purchases
|
$ —
|
Sales
|
356,392
|
8. Borrowing Arrangements
Committed Line of Credit
The Funds, along with certain other funds managed by the Adviser (“Participating Funds”), have established a 364-day, $2.405 billion standby credit facility with a group of lenders, under which the Participating
Funds may borrow for various purposes other than leveraging for investment purposes. Each Participating Fund is allocated a designated proportion of the facility’s capacity (and its associated costs, as described below) based upon a multi-factor
assessment of the likelihood and frequency of its need to draw on the facility, the size of the Fund and its anticipated draws, and the potential
103
Notes to Financial Statements (Unaudited) (continued)
importance of such draws to the operations and well-being of the Fund, relative to those of the other Funds. A Fund may effect draws on the facility in excess of its designated capacity if and to the extent that
other Participating Funds have undrawn capacity. The credit facility expires in June 2021 unless extended or renewed.
The credit facility has the following terms: a 0.10% upfront fee, 0.15% per annum on unused commitment amounts and a drawn interest rate equal to the higher of (a) one-month LIBOR (London Inter-Bank Offered Rate)
plus 1.25% (1.00% prior to June 24, 2020) per annum or (b) the Fed Funds rate plus 1.25% (1.00% prior to June 24, 2020) per annum on amounts borrowed. Participating Funds paid administration, legal and arrangement fees, which are recognized as a
component of “Other expenses” on the Statement of Operations, and along with commitment fees, have been allocated among such Participating Funds based upon the relative proportions of the facility’s aggregate capacity reserved for them and other
factors deemed relevant by the Adviser and the Board of each Participating Fund.
During the current fiscal period, none of the Funds utilized this facility.
Inter-Fund Borrowing and Lending
The Securities and 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 Funds covered by this shareholder report, will participate only as lenders, and not as borrowers, in the Inter-Fund Program because such closed-end funds rarely, if ever, need to borrow cash to meet redemptions. The
Inter-Fund Program is subject to a number of conditions, including, among other things, the requirements that (1) no fund may borrow or lend money through the Inter-Fund Program unless it receives a more favorable interest rate than is typically
available from a bank or other financial institution for a comparable transaction; (2) no fund may borrow on an unsecured basis through the Inter-Fund Program unless the fund’s outstanding borrowings from all sources immediately after the
inter-fund borrowing total 10% or less of its total assets; provided that if the borrowing fund has a secured borrowing outstanding from any other lender, including but not limited to another fund, the inter-fund loan must be secured on at least
an equal priority basis with at least an equivalent percentage of collateral to loan value; (3) if a fund’s total outstanding borrowings immediately after an inter-fund borrowing would be greater than 10% of its total assets, the fund may borrow
through the inter-fund loan on a secured basis only; (4) no fund may lend money if the loan would cause its aggregate outstanding loans through the Inter-Fund Program to exceed 15% of its net assets at the time of the loan; (5) a fund’s
inter-fund loans to any one fund shall not exceed 5% of the lending fund’s net assets; (6) the duration of inter-fund loans will be limited to the time required to receive payment for securities sold, but in no event more than seven days; and (7)
each inter-fund loan may be called on one business day’s notice by a lending fund and may be repaid on any day by a borrowing fund. In addition, a Nuveen fund may participate in the Inter-Fund Program only if and to the extent that such
participation is consistent with the fund’s investment objective and investment policies. The Board is responsible for overseeing the Inter-Fund Program.
The limitations detailed above and the other conditions of the SEC exemptive order permitting the Inter-Fund Program are designed to minimize the risks associated with Inter-Fund Program for both the lending fund
and the borrowing fund. However, no borrowing or lending activity is without risk. When a fund borrows money from another fund, there is a risk that the loan could be called on one day’s notice or not renewed, in which case the fund may have to
borrow from a bank at a higher rate or take other actions to payoff such loan if an inter-fund loan is not available from another fund. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing
costs.
During the current reporting period, none of the Funds covered by this shareholder report have entered into any inter-fund loan activity.
104
Changes Occurring During the Reporting Period
The following information in this semi-annual report is a summary of certain changes during the reporting period. This information may not reflect all of the changes that have occurred since you
purchased shares of the Fund.
Amended and Restated By-Laws
On October 5, 2020, after a rigorous and deliberative review, and consistent with the interests of each Fund’s long-term shareholders, the Board of Trustees of each Fund adopted Amended and Restated By-Laws.
Among other changes, the Amended and Restated By-Laws require compliance with certain amended deadlines and procedural and informational requirements in connection with advance notice of shareholder proposals or
nominations, including certain information about the proponent and the proposal, or in the case of a nomination, the nominee. Any shareholder considering making a nomination or other proposal should carefully review and comply with those
provisions of the Amended and Restated By-Laws.
The Amended and Restated By-Laws also include provisions (the “Control Share By-Law”) pursuant to which, in summary, a shareholder who obtains beneficial ownership of common shares of a Fund in a “Control Share
Acquisition” may exercise voting rights with respect to such shares only to the extent the authorization of such voting rights is approved by other shareholders of the Fund. The Control Share By-Law is primarily intended to protect the interests
of the Fund and its long-term shareholders by limiting the risk that the Fund will become subject to undue influence by opportunistic traders pursuing short-term agendas adverse to the best interests of the Fund and its long-term shareholders.
The Control Share By-Law does not eliminate voting rights for common shares acquired in Control Share Acquisitions, but rather entrusts the Fund’s other “non-interested” shareholders with determining whether to approve the authorization of the
voting rights of the person acquiring such shares.
Subject to various conditions and exceptions, the Control Share By-Law defines a “Control Share Acquisition” to include an acquisition of common shares that, but for the Control Share By-Law, would give the
beneficial owner, upon the acquisition of such shares, the ability to exercise voting power in the election of Trustees of a Fund in any of the following ranges:
(i) one-tenth or more, but less than one-fifth of all voting power;
(ii) one-fifth or more, but less than one-third of all voting power;
(iii) one-third or more, but less than a majority of all voting power; or
(iv) a majority or more of all voting power.
The Control Share By-Law generally excludes certain acquisitions of common shares from the definition of a Control Share Acquisition, including acquisitions of common shares that occurred prior to October 5, 2020,
though such shares are included in assessing whether any subsequent share acquisition exceeds one of the enumerated thresholds.
Subject to certain conditions and procedural requirements set forth in the Control Share By-Law, including the delivery of a “Control Share Acquisition Statement” to the Funds’ Secretary setting forth certain
required information, a shareholder who obtains or proposes to obtain beneficial ownership of common shares in a Control Share Acquisition generally may demand a special meeting of shareholders for the purpose of considering whether the voting
rights of such acquiring person with respect to such shares shall be authorized.
This discussion is only a high-level summary of certain aspects of the Amended and Restated By-Laws, and is qualified in its entirety by reference to the Amended and Restated By-Laws. Shareholders should refer to
the Amended and Restated By-Laws for more information. A copy of the Amended and Restated By-Laws can be found in the Current Report on Form 8-K filed by the Funds with the Securities and Exchange Commission on October 6, 2020, which is available
at www.sec.gov, and may also be obtained by writing to the Secretary of the Funds at 333 West Wacker Drive, Chicago, Illinois 60606.
105
Additional Fund
Information
|
|
|
|
|
|
|
|
Board of Trustees
|
|
|
|
|
|
|
|
Jack B. Evans
|
William C. Hunter
|
Albin F. Moschner
|
John K. Nelson
|
Judith M. Stockdale
|
Carole E. Stone
|
Mathew Thornton III
|
Terence J. Toth
|
Margaret L. Wolff
|
Robert L. Young
|
|
|
|
|
Investment Adviser
|
Custodian
|
Legal Counsel
|
|
Independent Registered
|
Transfer Agent and
|
Nuveen Fund Advisors, LLC State Street Bank
|
Chapman and Cutler LLP
|
Public Accounting Firm
|
Shareholder Services
|
333 West Wacker Drive
|
& Trust Company
|
Chicago, IL 60603
|
|
KPMG LLP
|
|
Computershare Trust
|
Chicago, IL 60606
|
One Lincoln Street
|
|
200 East Randolph Street
|
Company, N.A.
|
|
Boston, MA 02111
|
|
|
Chicago, IL 60601
|
150 Royall Street
|
|
|
|
|
|
|
Canton, MA 02021
|
|
|
|
|
|
|
(800) 257-8787
|
Portfolio of Investments Information
Each Fund is required to file its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its report on Form
N-PORT. You may obtain this information on the SEC’s website at http://www.sec.gov.
Nuveen Funds’ Proxy Voting Information
You may obtain (i) information regarding how each fund voted proxies relating to portfolio securities held during the most recent twelve-month period ended June 30, without charge, upon request, by calling Nuveen
toll-free at (800) 257-8787 or on Nuveen’s website at www.nuveen.com and (ii) a description of the policies and procedures that each fund used to determine how to vote proxies relating to portfolio securities without charge, upon request, by
calling Nuveen toll free at (800) 257-8787. You may also obtain this information directly from the SEC. Visit the SEC on-line at http://www.sec.gov.
CEO Certification Disclosure
Each Fund’s Chief Executive Officer (CEO) has submitted to the New York Stock Exchange (NYSE) the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual. Each Fund has filed
with the SEC the certification of its CEO and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.
Common Share Repurchases
Each Fund intends to repurchase, through its open-market share repurchase program, shares of its own common stock at such times and in such amounts as is deemed advisable. During the period covered by this report,
each Fund repurchased shares of its common stock, as shown in the accompanying table. Any future repurchases will be reported to shareholders in the next annual or semi-annual report.
|
NKG
|
NMY
|
NMT
|
NMS
|
NOM
|
NPV
|
Common shares repurchased
|
—
|
—
|
—
|
—
|
—
|
—
|
FINRA BrokerCheck
The Financial Industry Regulatory Authority (FINRA) provides information regarding the disciplinary history of FINRA member firms and associated investment professionals. This information as well as an investor
brochure describing FINRA BrokerCheck is available to the public by calling the FINRA BrokerCheck Hotline number at (800) 289-9999 or by visiting www.FINRA.org.
106
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.
■ Duration: Duration is a measure of the expected period over which a bond’s principal and interest will be paid, and consequently is a
measure of the sensitivity of a bond’s or bond fund’s value to changes when market interest rates change. Generally, the longer a bond’s or fund’s duration, the more the price of the bond or fund will change as interest rates change.
■ Effective Leverage: Effective leverage is a fund’s effective economic leverage, and includes both regulatory leverage (see leverage)
and the leverage effects of certain derivative investments in the fund’s portfolio. Currently, the leverage effects of Tender Option Bond (TOB) inverse floater holdings are included in effective leverage values, in addition to any regulatory
leverage.
■ Escrowed to Maturity Bond: When proceeds of a refunding issue are deposited in an escrow account for investment in an amount sufficient
to pay the principal and interest on the issue being refunded. In some cases, though, an issuer may expressly reserve its right to exercise an early call of bonds that have been escrowed to maturity.
■ Inverse Floating Rate Securities: Inverse floating rate securities, also known as inverse floaters or tender option bonds (TOBs), are
created by depositing a municipal bond, typically with a fixed interest rate, into a special purpose trust. This trust, in turn, (a) issues floating rate certificates typically paying short-term tax-exempt interest rates to third parties in
amounts equal to some fraction of the deposited bond’s par amount or market value, and (b) issues an inverse floating rate certificate (sometimes referred to as an “inverse floater”) to an investor (such as a Fund) interested in gaining
investment exposure to a long-term municipal bond. The income received by the holder of the inverse floater varies inversely with the short term rate paid to the floating rate certificates’ holders, and in most circumstances the holder of the
inverse floater bears substantially all of the underlying bond’s downside investment risk. The holder of the inverse floater typically also benefits disproportionately from any potential appreciation of the underlying bond’s value. Hence, an
inverse floater essentially represents an investment in the underlying bond on a leveraged basis.
■ Leverage: Leverage is created whenever a fund has investment exposure (both reward and/or risk) equivalent to more than 100% of the
investment capital.
■ Net Asset Value (NAV) Per Share: A fund’s Net Assets is equal to its total assets (securities, cash, accrued earnings and receivables)
less its total liabilities. NAV per share is equal to the fund’s Net Assets divided by its number of shares outstanding.
■ Pre-Refunding: Pre-Refunding, also known as advanced refundings or refinancings, is a procedure used by state and local governments to
refinance municipal bonds to lower interest expenses. The issuer sells new bonds with a lower yield and uses the proceeds to buy U.S. Treasury securities, the interest from which is used to make payments on the higher-yielding bonds. Because of
this collateral, pre-refunding generally raises a bond’s credit rating and thus its value.
■ 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.
107
Glossary of Terms Used in this Report (continued)
■ S&P Municipal Bond Georgia Index: An unleveraged, market value-weighted index designed to measure the performance of the
tax-exempt, investment-grade Georgia municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
■ S&P Municipal Bond Index: An unleveraged, market value-weighted index designed to measure the performance of the tax-exempt,
investment-grade U.S. municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
■ S&P Municipal Bond Maryland Index: An unleveraged, market value-weighted index designed to measure the performance of the
tax-exempt, investment-grade Maryland municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
■ S&P Municipal Bond Massachusetts Index: An unleveraged, market value-weighted index designed to measure the performance of the
tax-exempt, investment-grade Massachusetts municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
■ S&P Municipal Bond Minnesota Index: An unleveraged, market value-weighted index designed to measure the performance of the
tax-exempt, investment-grade Minnesota municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
■ S&P Municipal Bond Missouri Index: An unleveraged, market value-weighted index designed to measure the performance of the
tax-exempt, investment-grade Missouri municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
■ S&P Municipal Bond Virginia Index: An unleveraged, market value-weighted index designed to measure the performance of the
tax-exempt, investment-grade Virginia municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
■ Total Investment Exposure: Total investment exposure is a fund’s assets managed by the Adviser that are attributable to financial
leverage. For these purposes, financial leverage includes a fund’s use of preferred stock and borrowings and investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts,
including the portion of assets held by a TOB trust that has been effectively financed by the trust’s issuance of floating rate securities.
■ Zero Coupon Bond: A zero coupon bond does not pay a regular interest coupon to its holders during the life of the bond. Income to the
holder of the bond comes from accretion of the difference between the original purchase price of the bond at issuance and the par value of the bond at maturity and is effectively paid at maturity. The market prices of zero coupon bonds generally
are more volatile than the market prices of bonds that pay interest periodically.
108
Reinvest Automatically, Easily and Conveniently
Nuveen makes reinvesting easy. A phone call is all it takes to set up your reinvestment account.
Nuveen Closed-End Funds Automatic Reinvestment Plan
Nuveen Closed-End Fund allows you to conveniently reinvest distributions in additional Fund shares. By choosing to reinvest, you’ll be able to invest money regularly and automatically, and watch your investment grow
through the power of compounding. Just like distributions in cash, there may be times when income or capital gains taxes may be payable on distributions that are reinvested. It is important to note that an automatic reinvestment plan does not
ensure a profit, nor does it protect you against loss in a declining market.
Easy and convenient
To make recordkeeping easy and convenient, each month you’ll receive a statement showing your total distributions, the date of investment, the shares acquired and the price per share, and the total number of shares
you own.
How shares are purchased
The shares you acquire by reinvesting will either be purchased on the open market or newly issued by the Fund. If the shares are trading at or above net asset value at the time of valuation, the Fund will issue new
shares at the greater of the net asset value or 95% of the then-current market price. If the shares are trading at less than net asset value, shares for your account will be purchased on the open market. If the Plan Agent begins purchasing Fund
shares on the open market while shares are trading below net asset value, but the Fund’s shares subsequently trade at or above their net asset value before the Plan Agent is able to complete its purchases, the Plan Agent may cease open-market
purchases and may invest the uninvested portion of the distribution in newly-issued Fund shares at a price equal to the greater of the shares’ net asset value or 95% of the shares’ market value on the last business day immediately prior to the
purchase date. Distributions received to purchase shares in the open market will normally be invested shortly after the distribution payment date. No interest will be paid on distributions awaiting reinvestment. Because the market price of the
shares may increase before purchases are completed, the average purchase price per share may exceed the market price at the time of valuation, resulting in the acquisition of fewer shares than if the distribution had been paid in shares issued by
the Fund. A pro rata portion of any applicable brokerage commissions on open market purchases will be paid by Plan participants. These commissions usually will be lower than those charged on individual transactions.
Flexible
You may change your distribution option or withdraw from the Plan at any time, should your needs or situation change. You can reinvest whether your shares are registered in your name, or in the name of a brokerage
firm, bank, or other nominee. Ask your investment advisor if his or her firm will participate on your behalf. Participants whose shares are registered in the name of one firm may not be able to transfer the shares to another firm and continue to
participate in the Plan. The Fund reserves the right to amend or terminate the Plan at any time. Although the Fund reserves the right to amend the Plan to include a service charge payable by the participants, there is no direct service charge to
participants in the Plan at this time.
Call today to start reinvesting distributions
For more information on the Nuveen Automatic Reinvestment Plan or to enroll in or withdraw from the Plan, speak with your financial professional or call us at (800) 257-8787.
109
Notes
110
Notes
111
Nuveen:
Serving Investors for Generations
Since 1898, financial professionals and their clients have relied on Nuveen to provide dependable investment solutions through continued adherence to proven, long-term investing principles. Today,
we offer a range of high quality solutions designed to be integral components of a well-diversified core portfolio.
Focused on meeting investor needs.
Nuveen is the investment manager of TIAA. We have grown into one of the world’s premier global asset managers, with specialist knowledge across all major asset classes and particular strength in
solutions that provide income for investors and that draw on our expertise in alternatives and responsible investing. Nuveen is driven not only by the independent investment processes across the firm, but also the insights, risk management,
analytics and other tools and resources that a truly world-class platform provides. As a global asset manager, our mission is to work in partnership with our clients to create solutions which help them secure their financial future.
Find out how we can help you.
To learn more about how the products and services of Nuveen may be able to help you meet your financial goals, talk to your financial professional, or call us at (800) 257-8787. Please read the
information provided carefully before you invest. Investors should consider the investment objective and policies, risk considerations, charges and expenses of any investment carefully. Where applicable, be sure to obtain a prospectus, which
contains this and other relevant information. To obtain a prospectus, please contact your securities representative or Nuveen, 333 W. Wacker Dr., Chicago, IL 60606. Please read the prospectus carefully before you invest or send money.
Learn more about Nuveen Funds at: www.nuveen.com/closed-end-funds
Nuveen Securities, LLC member of FINRA and SIPC | 333 West Wacker Drive Chicago, IL 60606 | www.nuveen.com
ESA-A-1120D 1466040-INV-B-01/22