BY-LAWS
OF
NUVEEN LEVERAGED MUNICIPAL CLOSED-END FUNDS
ORGANIZED AS
MASSACHUSETTS BUSINESS TRUSTS
(Amended and Restated as of November 18, 2009, as last amended April 2, 2020)
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ARTICLE I |
DECLARATION OF TRUST AND OFFICES |
The Trust; Declaration of Trust. These are the By-Laws of each Nuveen Leveraged Municipal Closed-End Fund listed on Exhibit A, each a Massachusetts business trust established by its own Declaration of Trust (each such fund being referred to individually as the "Trust"). The Trust shall be subject to the Declaration of Trust, as from time to time in effect (the "Declaration of Trust").
Registered Agent. The registered agent of the Trust in the Commonwealth shall be CT Corporation System, 150 Federal Street, or such other agent as may be fixed by the Board of Trustees.
Other Offices. The Trust may have such other offices and places of business within or without the Commonwealth as the Board of Trustees shall determine.
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ARTICLE II |
SHAREHOLDERS |
Place of Meetings. (a) Meetings of the Shareholders may be held at such place or places within or without the Commonwealth of Massachusetts as shall be fixed by the Board of Trustees and stated in the notice of the meeting, or in accordance with the following paragraph (b).
(b) Notwithstanding anything to the contrary in these By-Laws, the Trustees or a committee of the Board of Trustees or an officer of the Trust designated by the Board of Trustees for such purpose may determine at any time, including, without limitation, after the calling of any meeting of Shareholders, that any meeting of Shareholders be held solely by means of remote communication or both at a physical location and by means of remote communication. Notwithstanding anything to the contrary in these By-Laws, if it is determined after notice of the meeting has been delivered to Shareholders that participation by Shareholders in the meeting shall or may be conducted by means of remote communication, announcement of such change may be made at any time by press release or any other means as may be permitted or required by Applicable Law (as defined below). Shareholders and proxy holders entitled to be present and to vote at the meeting that are not physically present at such a meeting but participate by means of remote communication shall be considered present in person for all purposes under these By-Laws and may vote at such a meeting. Subject to any guidelines and procedures that the Board of Trustees (or such committee or officer) may adopt, any meeting at which Shareholders or proxy holders are permitted to participate by means of remote communication shall be conducted in accordance with the following, except to the extent otherwise permitted by the federal securities laws and the rules thereunder applicable to the Trust, including any exemptive, interpretive or other relief (including no-action relief) or guidance issued by the Securities and Exchange Commission or the Staff of the Securities and Exchange Commission (collectively, “Applicable Law”).
(i) The Trust shall implement, at the direction of the Chief Administrative Officer or his or her designee, reasonable measures to verify that each person considered present and authorized to vote at the meeting by means of remote communication is a Shareholder or proxy holder;
(ii) The Trust shall implement, at the direction of the Chief Administrative Officer or his or her designee, reasonable measures to provide the Shareholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and
(iii) In the event any Shareholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of the vote or other action shall be maintained by the Trust.
Regular Meeting. Regular meetings of the Shareholders for the election of Trustees and the transaction of such other business as may properly come before the meeting shall be held on an annual or other less frequent periodic basis at such date and time as the Board of Trustees by resolution shall designate, except as otherwise required by applicable law.
Special Meeting. Special meetings of the Shareholders for any purpose or purposes may be called by the Chair of the Board, the Chief Administrative Officer or at least sixty-six and two-thirds percent (66 2/3%) of the Trustees, and may also be called at the written request, stating the purpose or purposes of the meeting, of Shareholders entitled to cast at least 10 percent of all the votes entitled to be cast at the meeting.
Notice of Meetings. Notice of all meetings stating the time, place and purpose or purposes of the meeting shall be delivered to each Shareholder not less than ten (10) nor more than ninety (90) days prior to the meeting, except where the meeting is an adjourned meeting and the date, time and place of the meeting were announced at the time of the adjournment. For any matter to be properly before any regular or special meeting, the matter must be (i) specified in the notice of meeting given by or at the direction of the Chair of the Board, the Chief Administrative Officer or at least sixty-six and two-thirds percent (66 2/3%) of the Trustees or (ii) brought before the meeting by a Shareholder in the manner specified in Section 2.5 of these By-Laws.
Requirements for Matters to be Considered. (a) With the exception of Shareholder nominations for Trustee and Shareholder proposals submitted in accordance with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (or any successor provision thereto), only matters proposed by the Chair of the Board, the Chief Administrative Officer or at least sixty-six and two-thirds percent (66 2/3%) of the Trustees may be included in the Trust's proxy materials.
(b) In addition to any other requirements under applicable law and the Declaration of Trust and these By-Laws, any proposal to elect any person nominated by Shareholders for election as Trustee and any other proposals by Shareholders may only be brought before a regular meeting if timely written notice (the “Shareholder Notice”) is provided to the Secretary. Unless a greater or lesser period is required under applicable law, to be timely, the Shareholder Notice must be delivered to or mailed and received at the principal executive offices of the Trust not less than forty-five (45) days nor more than sixty (60) days prior to the first anniversary date of the date on which the Trust first mailed its proxy materials for the prior year’s annual meeting; provided, however, if and only if the annual meeting is not scheduled to be held within a period that commences thirty (30) days before the first anniversary date of the annual meeting for the preceding year and ends thirty (30) days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Annual Meeting Date”), such Shareholder Notice must be given in the manner provided herein by the later of the close of business on (i) the date forty-five (45) days prior to such Other Annual Meeting Date or (ii) the tenth (10th) business day following the date such Other Annual Meeting Date is first publicly announced or disclosed.
Any Shareholder desiring to nominate any person or persons (as the case may be) for election as a Trustee or Trustees of the Trust shall deliver, as part of such Shareholder Notice: (i) a statement in writing setting forth (A) the name, age, date of birth, business address, residence address and nationality of the person or persons to be nominated; (B) the class or series and number of all Shares of the Trust owned of record or beneficially by each such person or persons, as reported to such Shareholder by such nominee(s); (C) any other information regarding each such person required by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Exchange Act (or any successor provision thereto); (D) any other information regarding the person or persons to be nominated that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation of proxies for election of Trustees pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether such Shareholder believes any nominee is or will be an “interested person” of the Trust (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) and, if not an “interested person,” information regarding each nominee that will be sufficient for the Trust to make such determination; and (ii) the written and signed consent of the person or persons to be nominated to be named as nominees and to serve as Trustees if elected. In addition, the Trustees may require any proposed nominee to furnish such other information as they may reasonably require or deem necessary to determine the eligibility of such proposed nominee to serve as a Trustee.
Without limiting the foregoing, any Shareholder who gives a Shareholder Notice of any matter proposed to be brought before a Shareholder meeting (whether or not involving nominees for Trustees) shall deliver, as part of such Shareholder Notice: (i) the description of and text of the proposal to be presented; (ii) a brief written statement of the reasons why such Shareholder favors the proposal; (iii) such Shareholder’s name and address as they appear on the Trust’s books; (iv) any other information relating to the Shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies with respect to the matter(s) proposed pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (v) the class or series and number of all Shares of the Trust beneficially owned and of record by such Shareholder; (vi) any material interest of such Shareholder in the matter proposed (other than as a Shareholder); (vii) a representation that the Shareholder intends to appear in person or by proxy at the Shareholder meeting to act on the matter(s) proposed; (viii) if the proposal involves nominee(s) for Trustees, a description of all arrangements or understandings between the Shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by the Shareholder; and (ix) in the case of a Shareholder (a “Beneficial Owner”) that holds Shares entitled to vote at the meeting through a nominee or “street name” holder of record, evidence establishing such Beneficial Owner’s indirect ownership of, and entitlement to vote, Shares at the meeting of Shareholders. As used in this Section 2.5, Shares “beneficially owned” shall mean all Shares which such person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act.
(c) For purposes of this Section 2.5, a matter shall be deemed to have been “publicly announced or disclosed” if such matter is disclosed in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service, in a document publicly filed by the Trust with the Securities and Exchange Commission, or in a Web site accessible to the public maintained by the Trust or by its investment adviser.
(d) In no event shall an adjournment or postponement (or a public announcement thereof) of a meeting of Shareholders commence a new time period (or extend any time period) for the giving of notice as provided in this Section 2.5.
(e) The person presiding at any annual or special meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to determine whether notice of nominees and other matters proposed to be brought before a meeting has been duly given in the manner provided in this Section 2.5 and, if not so given, shall direct and declare at the meeting that such nominees and other matters shall not be considered.
(f) Notwithstanding anything to the contrary in this Section 2.5 or otherwise in these By-Laws, unless required by applicable law, no matter shall be considered at or brought before any annual or special meeting unless such matter has been deemed a proper matter for Shareholder action by the Chair of the Board, the Chief Administrative Officer or at least sixty-six and two-thirds percent (66 2/3%) of the Trustees.
Quorum and Action. The holders of a majority of the voting power of the shares of beneficial interest of the Trust (the "Shares") entitled to vote at a meeting are a quorum for the transaction of business. If a quorum is present when a duly called or held meeting is convened, the Shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of Shareholders originally present leaves less than the proportion or number otherwise required for a quorum. Notwithstanding the foregoing, when the holders of Preferred Shares are entitled to elect any of the Trust's Trustees by class vote of such holders, the holders of 33 1/3% of the Shares entitled to vote at a meeting shall constitute a quorum for the purpose of such an election.
The Shareholders shall take action by the affirmative vote of the holders of a majority, except in the case of the election of Trustees which shall only require a plurality, of the voting power of the Shares present and entitled to vote at a meeting of Shareholders at which a quorum is present, except as may be otherwise required by the 1940 Act, the Declaration of Trust, any resolution of the Trustees which authorizes the issuance of Preferred Shares or the written statement setting forth the relative rights and preferences of the Preferred Shares.
Voting. At each meeting of the Shareholders, every, holder of Shares then entitled to vote may vote in person or by proxy and, except as otherwise provided by the 1940 Act, the Declaration of Trust or any resolution of the Trustees which authorizes the issuance of Preferred Shares, shall have one vote for each Share registered in his or her name.
Proxy Representation. A Shareholder may cast or authorize the casting of a vote by filing a written appointment of a proxy with an officer of the Trust at or before the meeting at which the appointment is to be effective. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures which are reasonably designed to verify that such instructions have been authorized by such Shareholder, shall constitute execution of such proxy by or on behalf of such Shareholder. The appointment of a proxy is valid for eleven months, unless a longer period is expressly provided in the appointment. No appointment is irrevocable unless the appointment is coupled with an interest in the Shares or in the Trust. Any copy, facsimile telecommunication or other reliable reproduction of a proxy may be substituted for or used in lieu of the original proxy for any and all purposes for which the original proxy could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original proxy.
Adjourned and Postponed Meetings.
Any meeting of Shareholders may by announcement by the person presiding thereat, be adjourned to a designated time and place (or to be held in accordance with Section 2.1(b) hereof) by the vote of the holders of a majority of the Shares present and entitled to vote thereon with respect to the matter to be adjourned whether or not a quorum is so present. Any meeting of Shareholders may be postponed prior to the meeting by the Trustees or a committee of the Board of Trustees or an officer of the Trust designated by the Board of Trustees for such purpose, in which case announcement of such postponement may be made by press release or other means of public communication as permitted or required by Applicable Law (as defined in Section 2.1(b) hereof). An adjourned or postponed meeting may reconvene or convene as designated or announced, and when a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.Action by Written Consent in Lieu of Meeting of Shareholders. See Section 6.3 of these By-Laws.
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ARTICLE III |
TRUSTEES |
Qualifications, Number, Vacancies and Classes. (a) Each Trustee shall be a natural person. A Trustee need not be a Shareholder, a citizen of the , or a resident of the Commonwealth. The number of Trustees of the Trust and the filling of vacancies shall be as provided in the Declaration of Trust.
(b) The Trustees shall be classified by resolution into the following three classes to be elected by the holders of the outstanding Common Shares and outstanding Preferred Shares, if any, voting together as a single class, each to serve for three year terms (with the exception of the initial appointment or election of Trustees as provided below): Class I, Class II and Class III. Upon their initial election or appointment, such resolution electing or appointing the Trustees shall designate the Class of Trustees designated to serve for a term expiring at the first succeeding annual meeting subsequent to their election, the Class of Trustees designated to serve for a term expiring at the second succeeding annual meeting subsequent to their election, and the Class of Trustees designated to serve for a term expiring at the third succeeding annual meeting subsequent to their election. At each subsequent annual meeting, the Trustees chosen to succeed those whose terms are expiring shall be identified as being of the same class as the Trustees whom they succeed and shall be elected for a term expiring at the time of the third succeeding annual meeting subsequent to their election or thereafter in each case when their respective successors are elected and qualified.
(c) Upon or prior to the issuance of any Preferred Shares, the Trustees shall designate by resolution two Trustees to be appointed to serve as Trustees elected solely by the holders of the outstanding Preferred Shares (the "Preferred Trustees"). The Preferred Trustees shall initially be elected or appointed to the Board of Trustees for a term expiring at the first succeeding annual meeting subsequent to
their election or appointment. At each subsequent annual meeting at which holders of Preferred Shares are entitled to vote, the Preferred Trustees shall be elected for a term expiring at the time of the next succeeding annual meeting subsequent to their election held for the election of Trustees of Class I, Class II or Class III or thereafter when their respective successors are elected and qualified.
(d) The Trustees shall only be elected at annual meetings, except as provided in the Declaration of Trust.
Powers. The business and affairs of the Trust shall be managed under the direction of the Board of Trustees. All powers of the Trust may be exercised by or under the authority of the Board of Trustees, except those conferred on or reserved to the Shareholders by statute, the Declaration of Trust or these By-Laws.
Investment Policies. It shall be the duty of the Board of Trustees to ensure that the purchase, sale, retention and disposal of portfolio securities and the other investment practices of the Trust are at all times consistent with the investment objectives, policies and restrictions with respect to securities investments and otherwise of the Trust filed from time to time with the Securities and Exchange Commission and as required by the 1940 Act, unless such duty is delegated to an investment adviser pursuant to a written contract, as provided in the Declaration of Trust. The Trustees, however, may delegate the duty of management of the assets of the Trust and may delegate such other of their powers and duties to the Executive Committee or any other committee, or to an individual or corporate investment adviser to act as investment adviser or subadviser pursuant to a written contract.
Meetings. Regular meetings of the Trustees may be held without notice at such times as the Trustees shall fix. Special meetings of the Trustees may be called by the Chair of the Board or the Chief Administrative Officer, and shall be called at the written request of two or more Trustees. Unless waived by each Trustee, three days' notice of special meetings shall be given to each Trustee in person, by mail, by telephone, or by telegram or cable, or by any other means that reasonably may be expected to provide similar notice. Notice of special meetings need not state the purpose or purposes thereof. Meetings of the Trustees may be held at any place within or outside the Commonwealth. A conference among Trustees by any means of communication through which the Trustees may simultaneously hear each other during the conference constitutes a meeting of the Trustees or of a committee of the Trustees, if the notice requirements have been met (or waived) and if the number of Trustees participating in the conference would be sufficient to constitute a quorum at such meeting. Participation in such meeting by that means constitutes presence in person at the meeting.
Quorum and Action.
A majority of the Trustees currently holding office, or in the case of a meeting of a committee of the Trustees, a majority of the members of such committee, shall constitute a quorum for the transaction of business at any meeting. If a quorum is present when a duly called or held meeting is convened, the Trustees present may continue to transact business until adjournment, even though the withdrawal of a number of Trustees originally present leaves less than the proportion or number otherwise required for a quorum. At any duly held meeting at which a quorum is present, the affirmative vote of the majority of the Trustees present shall be the act of the Trustees or the committee, as the case may be, on any question, except where the act of a greater number is required by these By-Laws or by the Declaration of Trust.Action by Written Consent in Lieu of Meetings of Trustees. See Section 6.3 of these By-Laws.
Committees. The Trustees, by resolution adopted by the affirmative vote of a majority of the Trustees, may designate from their members an Executive Committee, an Audit Committee (whose function shall be to advise the Trustees as to the selection of and review of the work of the independent public accountants of the Trust) and any other committee or committees, each such committee to consist of two or more Trustees and to have such powers and authority (to the extent permitted by law) as may be provided in such resolution. Any such committee may be terminated at any time by the affirmative vote of a majority of the Trustees.
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ARTICLE IV |
OFFICERS |
Number and Qualifications. The officers of the Trust shall include a Chief Administrative Officer, a Controller, one or more Vice Presidents (one of whom may be designated Executive Vice President), a Treasurer, and a Secretary. Any two or more offices may be held by the same person. Unless otherwise determined by the Trustees, each officer shall be appointed by the Trustees for a term which shall continue until the meeting of the Trustees following the next regular meeting of Shareholders and until his or her successor shall have been duly elected and qualified, or until his or her death, or until he shall have resigned or have been removed, as hereinafter provided in these By-Laws. The Trustees may from time to time elect, or delegate to the Chair of the Board or the Chief Administrative Officer, or both, the power to appoint, such officers (including one or more Assistant Vice Presidents, one or more Assistant Treasurers and one or more Assistant Secretaries) and such agents as may be necessary or desirable for the business of the Trust. Such other officers shall hold office for such terms as may be prescribed by the Trustees or by the appointing authority. The Chair of the Board is not deemed to be an officer of the Trust by virtue of serving as Board Chair.
Resignations. Any officer of the Trust may resign at any time by giving written notice of his or her resignation to the Trustees, the Chair of the Board, the Chief Administrative Officer or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Removal. An officer may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the Trustees present at a duly convened meeting of the Trustees.
Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause, may be filled for the unexpired portion of the term by the Trustees, or in the manner determined by the Trustees.
The Chair of the Board. The Chair of the Board shall be elected from among the Trustees.
He shall:
when present, preside at all meetings of the Trustees and of the Shareholders, except that regardless of whether present he may delegate (i) the responsibility to preside at meetings of the Trustees to another Trustee, and (ii) the responsibility to preside at meetings of the Shareholders to another Trustee, to the Chief Administrative Officer, or to another Officer of the Fund;
see that all orders and resolutions of the Trustees are carried into effect; and
maintain records of and, whenever necessary, certify all proceedings of the Trustees and the Shareholders.
In the absence of the Chief Administrative Officer or in the event of his or her disability, or inability to act or to continue to act, the Chair of the Board may either (i) perform the duties of the Chief Administrative Officer and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chief Administrative Officer; or (ii) appoint a temporary Chief Administrative Officer who, when so acting, shall have all the powers of, and be subject to the restrictions upon, the Chief Administrative officer.
(c)Moreover, in the absence of the Chair, or in the event of his or her disability, or inability to act or to continue to act, the Board of Trustees may appoint a temporary Chair who shall be empowered to perform the duties of the Chair, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chair.
The Chief Administrative Officer. The Chief Administrative Officer shall be the chief executive and operating officer of the Trust and, subject to the Chair of the Board, he shall have general authority over and general management and control of the business and affairs of the Trust. In general, he shall discharge all duties incident to the office of the chief executive and operating officer of the Trust and such other duties as may be prescribed by the Trustees from time to time. The Chief Administrative Officer shall be authorized to do or cause to be done all things necessary or appropriate, including preparation, execution and filing of any documents, to effectuate the registration from time to time of the Common Shares or Preferred Shares of the Trust with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended. He shall perform all duties incident to the office of Chief Administrative Officer and such other duties as from time to time may be assigned to him by the Trustees or by these By-Laws. ChairChairChair
Executive Vice-President. In the case of the absence or inability to act of the Chief Administrative Officer and the Chair of the Board, the Executive Vice-President shall perform the duties of the Chief Administrative Officer and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chief Administrative Officer. The Executive Vice-President shall perform all duties incident to the office of Executive Vice-President and such other duties as from time to time may be assigned to him by the Trustees, the Chief Administrative Officer or these By-Laws.
Vice Presidents. Each Vice-President shall perform all such duties as from time to time may be assigned to him by the Trustees, the Chair of the Board or the Chief Administrative Officer.
Controller. The Controller shall:
keep accurate financial records for the Trust;
render to the Chair of the Board, the Chief Administrative Officer and the Trustees, whenever requested, an account of all transactions by and of the financial condition of the Trust; and
in general, perform all the duties incident to the office of Controller and such other duties as from time to time may be assigned to him by the Trustees, the Chair of the Board or the Chief Administrative Officer.
Treasurer. The Treasurer shall:
have charge and custody of, and be responsible for, all the funds and securities of the Trust, except those which the Trust has placed in the custody of a bank or trust company pursuant to a written agreement designating such bank or trust company as custodian of the property of the Trust, as required by Section 6.6 of these By-Laws;
deposit all money, drafts, and checks in the name of and to the credit of the Trust in the banks and depositories designated by the Trustees;
endorse for deposit all notes, checks, and drafts received by the Trust making proper vouchers therefor:
disburse corporate funds and issue checks and drafts in the name of the Trust, as ordered by the Trustees; and
in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Trustees, the Chair of the Board or the Chief Administrative Officer.
Secretary. The Secretary shall:
keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Trustees, the committees of the Trustees and the Shareholders;
see that all notices are duly given in accordance with the provisions of these By-Laws and as required by statute;
see that the books, reports, statements, certificates and other documents and records required by statute to be kept and filed are properly kept and filed; and
in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Trustees, the Chair of the Board or the Chief Administrative Officer.
be custodian of the records of the Trust.
Salaries. The salaries of all officers shall be fixed by the Trustees and the Trustees have the authority by majority vote to reimburse expenses and to establish reasonable compensation of all Trustees for services to the Trust as Trustees, officers, or otherwise.
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ARTICLE V |
SHARES |
Share Certificates. No certificates representing Common Shares or Preferred Shares shall be issued except as the Trustees may otherwise authorize.
Books and Records; Inspection. The Trust shall keep at its principal executive office, or at another place or places within the United States determined by the Trustees, a share register not more than one year old, containing the names and addresses of the shareholders and the number of Shares held by each Shareholder. The Trust shall also keep, at its principal executive office, or at another place or places within the United States determined by the Trustees, a record of the dates on which certificates representing Shares were issued.
Share Transfers. Upon compliance with any provisions restricting the transferability of Shares that may be set forth in the Declaration of Trust, these By-Laws, or any resolution or written agreement in respect thereof, transfers of Shares of the Trust shall be made only on the books of the Trust by the registered holder thereof, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with an officer of the Trust, or with a transfer agent or a registrar and on surrender of any certificate or certificates for such Shares properly endorsed and the payment of all taxes thereon. Except as may be otherwise provided by law or these By-Laws, the person in whose name Shares stand on the books of the Trust shall be deemed the owner thereof for all purposes as regards the Trust; provided that whenever any transfer of Shares shall be made for collateral security, and not absolutely, such fact, if known to an officer of the Trust, shall be so expressed in the entry of transfer.
Regulations. The Trustees may make such additional rules and regulations, not inconsistent with these By-Laws, as they may deem expedient concerning the issue, certification, transfer and registration of Shares of the Trust. They may appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more registrars and may require all certificates for Shares to bear the signature or signatures of any of them.
Lost, Destroyed or Mutilated Certificates. The holder of any certificate representing Shares of the Trust shall immediately notify the Trust of any loss, destruction or mutilation of such certificate, and the Trust may issue a new certificate in the place of any certificate theretofore issued by it which the owner thereof shall allege to have been lost or destroyed or which shall have been mutilated, and the Trustees may, in their discretion, require such owner or his or her legal representatives to give to the Trust a bond in such sum, limited or unlimited, and in such form and with such surety or sureties as the Trustees in their absolute discretion shall determine, to indemnify the Trust against any claim that may be made against it on account of the alleged loss. or destruction of any such certificate, or the issuance of a new certificate. Anything herein to the contrary notwithstanding, the Trustees, in their absolute discretion, may refuse to issue any such new certificate, except as otherwise required by law.
Record Date; Certification of Beneficial Owner. The Trustees may fix a date not more than ninety (90) days before the date of a meeting of Shareholders as the date for the determination of the holders of Shares entitled to notice of and entitled to vote at the meeting or any adjournment thereof.
The Trustees may fix a date for determining Shareholders entitled to receive payment of any dividend or distribution or allotment of any rights or entitled to exercise any rights in respect of any change, conversion or exchange of Shares.
In the absence of such fixed record date, (i) the date for determination of Shareholders entitled to notice of and entitled to vote at a meeting of Shareholders shall be the later of the close of business on the day on which notice of the meeting is mailed or the thirtieth day before the meeting, and (ii) the date for determining Shareholders entitled to receive payment of any dividend or distribution or an allotment of any rights or entitled to exercise any rights in respect of any change, conversion or exchange of Shares shall be the close of business on the day on which the resolution of the Trustees is adopted.
A resolution approved by the affirmative vote of a majority of the Trustees present may establish a procedure whereby a Shareholder may certify in writing to the Trust that all or a portion of the Shares registered in the name of the Shareholder are held for the account of one or more beneficial owners. Upon receipt by the Trust of the writing, the persons specified as beneficial owners, rather than the actual Shareholders, are deemed the Shareholders for the purposes specified in the writing.
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ARTICLE VI |
MISCELLANEOUS |
Fiscal Year. The fiscal year of the Trust shall be as fixed by the Trustees of the Trust.
Notice and Waiver of Notice. Any notice of a meeting required to be given under these By-Laws to Shareholders or Trustees, or both, may be waived by any such person (i) orally or in writing signed by such person before, at or after the meeting or (ii) by attendance at the meeting in person or, in the case of a Shareholder, by proxy.
Except as otherwise specifically provided herein, all notices required by these By-Laws shall be printed or written, and shall be delivered either personally, by telecopy, telegraph or cable, or by mail or courier or delivery service, and, if mailed, shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the Shareholder or Trustee at his or her address as it appears on the records of the Trust.
Action by Written Consent in Lieu of Meeting. An action required or permitted to be taken at a meeting of the Shareholders may be taken without a meeting by written action signed by all of the Shareholders entitled to vote on that action. The written action is effective when it has been signed by all of those Shareholders, unless a different effective time is provided in the written action.
An action which is required or permitted to be taken at a meeting of Trustees and which also requires subsequent Shareholder approval may be taken by written action signed by all of the Trustees. An action which is required or permitted to be taken at a meeting of the Trustees or a Committee of the Trustees but which does not require Shareholder approval may be taken by written action signed by the number of Trustees that would be required to take the same action at a meeting of the Trustees or Committee, as the case may be, at which all Trustees were present. The written action is effective when signed by the required number of Trustees, unless a different effective time is provided in the written action. When written action is taken by less than all Trustees, all Trustees shall be notified immediately of this text and effective date.
Reports to Shareholders.
The books of account of the Trust shall be examined by an independent firm of public accountants at the close of each annual period of the Trust and at such other times, if any, as may be directed by the Trustees. A report to the Shareholders based upon such examination shall be mailed to each Shareholder of the Trust of record at his or her address as the same appears on the books of the Trust. Each such report shall show the assets and liabilities of the Trust as of the annual or other period covered by the report and the securities in which the funds of the Trust were then invested; such report shall also show the Trust's income and expenses for the period from the end of the Trust's preceding fiscal year to the close of the annual or other period covered by the report and any other information required by the 1940 Act, and shall set forth such other matters as the Trustees or such independent firm of public accountants shall determine.Approval of Firm of Independent Public Accountants. At any regular meeting of the Shareholders of the Trust there may be submitted, for ratification or rejection, the name of the firm of independent public accountants which has been selected for the fiscal year in which such meeting is held by a majority of those members of the Trustees who are not investment advisers of, or affiliated persons of an investment adviser of, or officers or employees of, the Trust, as such terms are defined in the 1940 Act.
Custodian. All securities and cash of the Trust shall be held by a custodian meeting the requirements for a custodian contained in the 1940 Act and the rules and regulations thereunder and in any applicable state securities or blue sky laws. The Trust shall enter into a written contract with the custodian regarding the powers, duties and compensation of the custodian with respect to the cash and securities of the Trust held by the custodian. Said contract and all amendments thereto shall be approved by the Trustees of the Trust. The Trust shall upon the resignation or inability to serve of the custodian obtain a successor custodian and require that the cash and securities owned by the Trust be delivered to the successor custodian.
Prohibited Transactions. No officer or Trustee of the Trust or of its investment adviser shall deal for or on behalf of the Trust with himself, as principal or agent, or with any corporation or partnership in which he has a financial interest. This prohibition shall not prevent: (a) officers or Trustees of the Trust from having a financial interest in the Trust, its principal underwriter or its investment adviser; (b) the purchase of securities for the portfolio of the Trust or the sale of securities owned by the Trust through a securities dealer, one or more of whose partners, officers or Trustees is an officer or Trustee of the Trust, provided such transactions are handled in the capacity of broker only and provided commission charged do not exceed customary brokerage charges for such service; (c) the purchase or sale of securities for the portfolio of the Trust pursuant to a rule under the 1940 Act or pursuant to an exemptive order of the Securities and Exchange Commission; or (d) the employment of legal counsel, registrar, transfer agent, dividend disbursing agent, or custodian having a partner, officer or director who is an officer or Trustee of the Trust, provided only customary fees are charged for services rendered to or for the benefit of the Trust.
Bonds. The Trustees may require any officer, agent or employee of the Trust to give a bond to the Trust, conditioned upon the faithful discharge of his or her duties, with one or more sureties and in such amount as may be satisfactory to the Trustee. The Trustees shall, in any event, require the Trust to provide and maintain a bond issued by a reputable fidelity insurance company, authorized to do business in the place where the bond is issued, against larceny and embezzlement, covering each officer and employee of the Trust, who may singly, or jointly with others, have access to securities or funds of the Trust, either directly or through authority to draw upon such funds or to direct generally the disposition of such securities, such bond or bonds to be in such reasonable form and amount as a majority of the Trustees who are not "interested persons" of the Trust as defined in the 1940 Act shall approve not less than once every twelve months, with due consideration to all relevant factors including, but not limited to, the value of the aggregate assets of the Trust to which any such officer or employee may have access, the type and terms of the arrangements made for the custody and safekeeping of such assets, and the nature of the securities in the Trust's portfolio, and as meet all requirements which the Securities and Exchange Commission may prescribe by order, rule or regulation.
|
ARTICLE VII |
AMENDMENTS |
These By-Laws may be amended or repealed, or new By-Laws may be adopted, by a vote of a majority of the Trustees at any meeting thereof provided that notice of such meeting shall have been given if required by these By-Laws, which notice, if required, shall state that amendment or repeal of the By-Laws or adoption of new By-Laws, is one of the purposes of such meeting, or by action of the Trustees by written consent in lieu of a meeting.
Exhibit A
NUVEEN LEVERAGED CLOSED-END MUNICIPAL FUNDS
(Organized as Massachusetts Business Trusts)
Nuveen Pennsylvania Quality Municipal Income Fund f/k/a Nuveen Pennsylvania Investment Quality Municipal Fund
Nuveen Texas Quality Municipal Income Fund f/k/a Nuveen Texas Quality Income Municipal Fund
Nuveen Maryland Quality Municipal Income Fund f/k/a Nuveen Maryland Premium Income Municipal Fund
Nuveen Massachusetts Quality Municipal Income Fund f/k/a Nuveen Massachusetts Premium Income Municipal Fund
Nuveen Virginia Quality Municipal Income Fund f/k/a Nuveen Virginia Premium Income Municipal Fund
Nuveen Connecticut Quality Municipal Income Fund f/k/a Nuveen Connecticut Premium Income Municipal Fund
Nuveen Missouri Quality Municipal Income Fund f/k/a Nuveen Missouri Premium Income Municipal Fund
Nuveen North Carolina Quality Municipal Income Fund f/k/a Nuveen North Carolina Premium Income Municipal Fund
Nuveen Quality Municipal Income Fund f/k/a Nuveen Dividend Advantage Municipal Fund
Nuveen California Quality Municipal Income Fund f/k/a Nuveen California Dividend Advantage Municipal Fund
Nuveen New York Quality Municipal Income Fund f/k/a Nuveen New York Dividend Advantage Municipal Fund
Nuveen New Jersey Quality Municipal Income Fund f/k/a Nuveen New Jersey Dividend Advantage Municipal Fund
Nuveen Municipal Credit Income Fund f/k/a Nuveen Dividend Advantage Municipal Fund 3
Nuveen AMT-Free Municipal Credit Income Fund f/k/a Nuveen Insured Dividend Advantage Municipal Fund
Nuveen Georgia Quality Municipal Income Fund f/k/a Nuveen Georgia Dividend Advantage Municipal Fund 2
Nuveen AMT-Free Quality Municipal Income Fund f/k/a Nuveen Insured Tax-Free Advantage Municipal Fund
Nuveen California AMT-Free Quality Municipal Income Fund f/k/a Nuveen Insured California Tax-Free Advantage Municipal Fund
Nuveen New York AMT-Free Quality Municipal Income Fund f/k/a Nuveen Insured New York Tax-Free Advantage Municipal Fund
DATE ESTABLISHED:
Nuveen Municipal High Income Opportunity Fund (f/k/a Nuveen Municipal High Yield Opportunity Fund)
Nuveen Enhanced Municipal Value Fund7-27-09
Nuveen Taxable Municipal Income Fund f/k/a Nuveen Build America Bond Fund, formerly called
Nuveen Build America Bond Term Fund12-4-09
Nuveen Arizona Quality Municipal Income Fund f/k/a Nuveen Arizona Premium Income Municipal Fund8-24-12
Nuveen Michigan Quality Municipal Income Fund f/k/a Nuveen Michigan Quality Income Municipal Fund8-24-12
Nuveen Ohio Quality Municipal Income Fund f/k/a Nuveen Ohio Quality Income Municipal Fund8-24-12
Nuveen Intermediate Duration Municipal Term Fund9-11-12
Nuveen Intermediate Duration Quality Municipal Term Fund12-11-12
Nuveen Minnesota Quality Municipal Income Fund f/k/a Nuveen Minnesota Municipal Income Fund10-6-14
Nuveen Municipal 2021 Target Term Fund10-13-15
Nuveen Municipal Credit Opportunities Fund4-18-19
Nuveen Dynamic Municipal Opportunities Fund11-04-19
MEMORIALIZATION OF CHANGES
TO THE DEFINITION OF “COMPLEX-LEVEL ASSETS” IN
CERTAIN NUVEEN OPEN-END AND CLOSED-END FUND
INVESTMENT MANAGEMENT AGREEMENTS
MEMORIALIZATION made as of this 1st day of August, 2019, by and between the Nuveen Open-End and Closed-End Funds (excluding Nuveen Exchange-Traded Funds) listed on Attachment A (the “Funds”) and Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”).
W I T N E S S E T H
WHEREAS, each Investment Management Agreement between each of the Funds and the Adviser currently in effect includes, as a component of the management fee to be paid by each Fund to the Adviser, a Complex-Wide Fee (capitalized terms not otherwise defined herein shall be as defined in each Fund’s respective Investment Management Agreement);
WHEREAS, each such Investment Management Agreement provides that the Complex-Level Fee shall be calculated by reference to the total assets of the Eligible Funds;
WHEREAS, each such Investment Management Agreement provides that “Eligible Funds,” for purposes of such Agreement, shall mean all Nuveen-branded closed-end and open-end registered investment companies organized in the United States (it being understood that Nuveen Exchange-Traded Funds are not considered Eligible Funds); and
WHEREAS, in connection with the reorganization of certain Nuveen Open-End Funds (“Former Eligible Funds”) into certain TIAA-CREF Open-End Funds in 2019, Nuveen management and the Board of Directors/Trustees of each of the Funds have agreed to include certain assets of the Former Eligible Funds as Complex-Level Assets for purposes of calculating the Complex-Level Fee, which will have the effect of reducing the fees paid to the Adviser by the Funds.
Now, therefore, the parties hereby memorialize that understanding by amending the following paragraph included in each Fund’s Investment Management Agreement as follows (with deleted language stricken through and new language underlined):
The Complex-Level Fee for the Fund shall
be computed by applying the Complex-Level Fee Rate, expressed as a daily equivalent, to the average daily managed assets of the Fund. The Complex-Level Fee Rate shall be determined based upon the total daily net assets of all Eligible
Funds, as defined below (with such daily net assets to include — in the case of Eligible Funds whose advisory fees are calculated by reference to net assets that include net assets attributable to preferred stock issued by or borrowings by
the Eligible Fund — such leveraging net assets), pursuant to the annual fee schedule shown below in this section, with the following exclusions adjustments (as adjusted, “Complex-Level Assets”):
(i) in the case of Eligible Funds that invest in other Eligible Funds (individually a “Fund of Funds” and collectively “Funds of Funds”), excluding that portion of the net assets of such Funds of Funds attributable to investments in such other Eligible Funds; and
(ii) excluding that portion of the net assets of each Eligible Fund comprising
the daily “Fund Asset Limit Amount” (as defined below).; and
(iii) in instances where Eligible Funds have been reorganized into non-Eligible Funds advised by an affiliate of the Adviser during the 2019 calendar year (each such reorganization a “2019 Reorganization” and each such Eligible Fund a “Former Eligible Fund”):
(x) for each Former Eligible Fund that was not a Fund of Funds, including the amount by which, as of a date 30 days prior to the closing date of the applicable 2019 Reorganization, the net assets of the Former Eligible Fund exceeded the Former Eligible Fund’s “Initial Fund Asset Limit Amount” (as defined below); and
(y) for each Former Eligible Fund that was a Fund of Funds, with respect to each Eligible Fund in which the Former Eligible Fund was invested immediately prior to the transition of the Former Eligible Fund’s portfolio in connection with its 2019 Reorganization (the “Transition Time”), including the net assets of the Former Eligible Fund invested in such Eligible Fund as of the Transition Time, but only to the extent that the Eligible Fund’s net assets exceeded the Eligible Fund’s “Initial Fund Asset Limit Amount” (as defined below) as of the Transition Time.
2
IN WITNESS WHEREOF, each Fund and the Adviser have caused this Agreement to be executed as of the day and year above written.
ALL NUVEEN FUNDS LISTED ON ATTACHMENT A
| by: | /s/ Gifford Zimmerman | |
| Vice President |
| Attest: | /s/ Virginia O’Neal |
NUVEEN FUND ADVISORS, LLC
| by: | /s/ Christopher Rohrbacher | |
| Managing Director |
| Attest: | /s/ Virginia O’Neal |
3
Attachment A
As of August 1, 2019
NUVEEN CLOSED-END FUNDS
| TICKER SYMBOLS | ||||
| 1. | Nuveen All Cap Energy MLP Opportunities Fund | JMLP | ||
| 2. | Nuveen AMT-Free Municipal Credit Income Fund | NVG | ||
| 3. | Nuveen AMT-Free Municipal Value Fund | NUW | ||
| 4. | Nuveen AMT-Free Quality Municipal Income Fund | NEA | ||
| 5. | Nuveen Arizona Quality Municipal Income Fund | NAZ | ||
| 6. | Nuveen California AMT-Free Quality Municipal Income Fund | NKX | ||
| 7. | Nuveen California Municipal Value Fund 2 | NCB | ||
| 8. | Nuveen California Municipal Value Fund, Inc. | NCA | ||
| 9. | Nuveen California Quality Municipal Income Fund | NAC | ||
| 10. | Nuveen California Select Tax-Free Income Portfolio | NXC | ||
| 11. | Nuveen Connecticut Quality Municipal Income Fund | NTC | ||
| 12. | Nuveen Core Equity Alpha Fund | JCE | ||
| 13. | Nuveen Credit Opportunities 2022 Target Term Fund | JCO | ||
| 14. | Nuveen Credit Strategies Income Fund | JQC | ||
| 15. | Nuveen Diversified Dividend and Income Fund | JDD | ||
| 16. | Nuveen Dow 30SM Dynamic Overwrite Fund | DIAX | ||
| 17. | Nuveen Emerging Markets Debt 2022 Target Term Fund | JEMD | ||
| 18. | Nuveen Energy MLP Total Return Fund | JMF | ||
| 19. | Nuveen Enhanced Municipal Value Fund (not leveraged) | NEV | ||
| 20. | Nuveen Floating Rate Income Fund | JFR | ||
| 21. | Nuveen Floating Rate Income Opportunity Fund | JRO | ||
| 22. | Nuveen Georgia Quality Municipal Income Fund | NKG | ||
| 23. | Nuveen Global High Income Fund | JGH | ||
| 24. | Nuveen High Income 2020 Target Term Fund | JHY | ||
| 25. | Nuveen High Income 2023 Target Term Fund | JHAA | ||
| 26. | Nuveen High Income December 2019 Target Term Fund | JHD | ||
| 27. | Nuveen High Income November 2021 Target Term Fund | JHB | ||
| 28. | Nuveen Intermediate Duration Municipal Term Fund | NID | ||
| 29. | Nuveen Intermediate Duration Quality Municipal Term Fund | NIQ | ||
| 30. | Nuveen Maryland Quality Municipal Income Fund | NMY | ||
| 31. | Nuveen Massachusetts Quality Municipal Income Fund | NMT | ||
| 32. | Nuveen Michigan Quality Municipal Income Fund | NUM | ||
| 33. | Nuveen Minnesota Quality Municipal Income Fund | NMS | ||
| 34. | Nuveen Missouri Quality Municipal Income Fund | NOM | ||
| 35. | Nuveen Mortgage Opportunity Term Fund 2 | JMT | ||
| 36. | Nuveen Mortgage Opportunity Term Fund | JLS | ||
| 37. | Nuveen Multi-Market Income Fund | JMM | ||
| 38. | Nuveen Municipal 2021 Target Term Fund | NHA | ||
| 39. | Nuveen Municipal Credit Income Fund | NZF | ||
| 40. | Nuveen Municipal High Income Opportunity Fund | NMZ | ||
| 41. | Nuveen Municipal Income Fund, Inc. | NMI | ||
| 42. | Nuveen Municipal Value Fund, Inc. | NUV | ||
| 43. | Nuveen NASDAQ 100 Dynamic Overwrite Fund | QQQX | ||
| 44. | Nuveen New Jersey Municipal Value Fund | NJV | ||
| 45. | Nuveen New Jersey Quality Municipal Income Fund | NXJ | ||
| 46. | Nuveen New York AMT-Free Quality Municipal Income Fund | NRK |
A–1
| 47. | Nuveen New York Municipal Value Fund 2 | NYV | ||
| 48. | Nuveen New York Municipal Value Fund, Inc. | NNY | ||
| 49. | Nuveen New York Quality Municipal Income Fund | NAN | ||
| 50. | Nuveen New York Select Tax-Free Income Portfolio | NXN | ||
| 51. | Nuveen North Carolina Quality Municipal Income Fund | NNC | ||
| 52. | Nuveen Ohio Quality Municipal Income Fund | NUO | ||
| 53. | Nuveen Pennsylvania Municipal Value Fund | NPN | ||
| 54. | Nuveen Pennsylvania Quality Municipal Income Fund | NQP | ||
| 55. | Nuveen Preferred & Income Opportunities Fund | JPC | ||
| 56. | Nuveen Preferred & Income Securities Fund | JPS | ||
| 57. | Nuveen Preferred and Income 2022 Term Fund | JPT | ||
| 58. | Nuveen Preferred and Income Term Fund | JPI | ||
| 59. | Nuveen Quality Municipal Income Fund | NAD | ||
| 60. | Nuveen Real Asset Income and Growth Fund | JRI | ||
| 61. | Nuveen Real Estate Income Fund | JRS | ||
| 62. | Nuveen S&P 500 Dynamic Overwrite Fund | SPXX | ||
| 63. | Nuveen S&P 500 Buy-Write Income Fund | BXMX | ||
| 64. | Nuveen Select Maturities Municipal Fund | NIM | ||
| 65. | Nuveen Select Tax-Free Income Portfolio 2 | NXQ | ||
| 66. | Nuveen Select Tax-Free Income Portfolio 3 | NXR | ||
| 67. | Nuveen Select Tax-Free Income Portfolio | NXP | ||
| 68. | Nuveen Senior Income Fund | NSL | ||
| 69. | Nuveen Short Duration Credit Opportunities Fund | JSD | ||
| 70. | Nuveen Taxable Municipal Income Fund | NBB | ||
| 71. | Nuveen Tax-Advantaged Dividend Growth Fund | JTD | ||
| 72. | Nuveen Tax-Advantaged Total Return Strategy Fund | JTA | ||
| 73. | Nuveen Texas Quality Municipal Income Fund | NTX | ||
| 74. | Nuveen Virginia Quality Municipal Income Fund | NPV |
NUVEEN OPEN-END FUNDS
NUVEEN MUNICIPAL TRUST
| 1. | Nuveen Intermediate Duration Municipal Bond Fund |
| 2. | Nuveen All-American Municipal Bond Fund |
| 3. | Nuveen Limited Term Municipal Bond Fund |
| 4. | Nuveen High Yield Municipal Bond Fund |
| 5. | Nuveen Short Duration High Yield Municipal Bond Fund |
| 6. | Nuveen Strategic Municipal Opportunities Fund |
NUVEEN MULTISTATE TRUST I
| 7. | Nuveen Arizona Municipal Bond Fund |
| 8. | Nuveen Colorado Municipal Bond Fund |
| 9. | Nuveen Maryland Municipal Bond Fund |
| 10. | Nuveen New Mexico Municipal Bond Fund |
| 11. | Nuveen Pennsylvania Municipal Bond Fund |
| 12. | Nuveen Virginia Municipal Bond Fund |
NUVEEN MULTISTATE TRUST II
| 13. | Nuveen California Municipal Bond Fund |
| 14. | Nuveen California High Yield Municipal Bond Fund |
| 15. | Nuveen California Intermediate Municipal Bond Fund |
| 16. | Nuveen Connecticut Municipal Bond Fund |
A–2
| 17. | Nuveen Massachusetts Municipal Bond Fund |
| 18. | Nuveen New Jersey Municipal Bond Fund |
| 19. | Nuveen New York Municipal Bond Fund |
NUVEEN MULTISTATE TRUST III
| 20. | Nuveen Georgia Municipal Bond Fund |
| 21. | Nuveen Louisiana Municipal Bond Fund |
| 22. | Nuveen North Carolina Municipal Bond Fund |
| 23. | Nuveen Tennessee Municipal Bond Fund |
NUVEEN MULTISTATE TRUST IV
| 24. | Nuveen Kansas Municipal Bond Fund |
| 25. | Nuveen Kentucky Municipal Bond Fund |
| 26. | Nuveen Michigan Municipal Bond Fund |
| 27. | Nuveen Missouri Municipal Bond Fund |
| 28. | Nuveen Ohio Municipal Bond Fund |
| 29. | Nuveen Wisconsin Municipal Bond Fund |
NUVEEN INVESTMENT TRUST
| 30. | Nuveen Equity Market Neutral Fund |
| 31. | Nuveen Large Cap Core Fund |
| 32. | Nuveen Large Cap Growth Fund |
| 33. | Nuveen Large Cap Value Fund |
| 34. | Nuveen NWQ Global Equity Income Fund |
| 35. | Nuveen NWQ Multi-Cap Value Fund |
| 36. | Nuveen NWQ Small-Cap Value Fund |
| 37. | Nuveen NWQ Large-Cap Value Fund |
| 38. | Nuveen NWQ Small/Mid-Cap Value Fund |
NUVEEN INVESTMENT TRUST II
| 39. | Nuveen Emerging Markets Equity Fund |
| 40. | Nuveen Santa Barbara Dividend Growth Fund |
| 41. | Nuveen Santa Barbara Global Dividend Growth Fund |
| 42. | Nuveen Santa Barbara International Dividend Growth Fund |
| 43. | Nuveen Equity Long/Short Fund |
| 44. | Nuveen International Growth Fund |
| 45. | Nuveen NWQ International Value Fund |
| 46. | Nuveen Winslow International Large Cap Fund |
| 47. | Nuveen Winslow International Small Cap Fund |
| 48. | Nuveen Winslow Large-Cap Growth Fund |
NUVEEN INVESTMENT TRUST III
| 49. | Nuveen Symphony Credit Opportunities Fund |
| 50. | Nuveen Symphony Floating Rate Income Fund |
NUVEEN INVESTMENT TRUST V
| 51. | Nuveen Preferred Securities and Income Fund |
| 52. | Nuveen NWQ Flexible Income Fund |
| 53. | Nuveen Gresham Diversified Commodity Strategy Fund |
| 54. | Nuveen Global Real Estate Securities Fund |
| 55. | Nuveen Gresham Managed Futures Strategy Fund |
A–3
NUVEEN INVESTMENT FUNDS, INC.
| 56. | Nuveen Dividend Value Fund |
| 57. | Nuveen Global Infrastructure Fund |
| 58. | Nuveen High Income Bond Fund |
| 59. | Nuveen Large Cap Select Fund |
| 60. | Nuveen Mid Cap Growth Opportunities Fund |
| 61. | Nuveen Mid Cap Value Fund |
| 62. | Nuveen Minnesota Intermediate Municipal Bond Fund |
| 63. | Nuveen Minnesota Municipal Bond Fund |
| 64. | Nuveen Nebraska Municipal Bond Fund |
| 65. | Nuveen Oregon Intermediate Municipal Bond Fund |
| 66. | Nuveen Real Asset Income Fund |
| 67. | Nuveen Real Estate Securities Fund |
| 68. | Nuveen Short Term Municipal Bond Fund |
| 69. | Nuveen Small Cap Growth Opportunities Fund |
| 70. | Nuveen Small Cap Select Fund |
| 71. | Nuveen Small Cap Value Fund |
| 72. | Nuveen Strategic Income Fund |
A–4
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Trustees of Nuveen Funds:
In planning and performing our audits of the financial statements and financial highlights of each of the Nuveen Funds listed in Exhibit A attached (the Funds), as of and for the year ended July 31, 2020, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Funds’ internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and financial highlights and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.
The management of the Funds is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements and financial highlights for external purposes in accordance with U.S. generally accepted accounting principles (GAAP). A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements and financial highlights in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements and financial highlights.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Funds’ annual or interim financial statements or financial highlights will not be prevented or detected on a timely basis.
Our consideration of the Funds’ internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Funds’ internal control over financial reporting and its operation, including controls over safeguarding securities that we consider to be a material weakness as defined above as of July 31, 2020.
This report is intended solely for the information and use of management and the Board of Trustees of the Funds and the Securities and Exchange Commission, and is not intended to be and should not be used by anyone other than these specified parties.
/s/ KPMG LLP
Chicago, Illinois
September 28, 2020
Closed-Ended Funds:
Nuveen Senior Income Fund (NSL)
Nuveen Floating Rate Income Fund (JFR)
Nuveen Floating Rate Income Opportunities Fund (JRO)
Nuveen Short Duration Credit Opportunities Fund (JSD)
Nuveen Credit Strategies Income Fund (JQC)
Nuveen Preferred & Income Opportunities Fund (JPC)
Nuveen Preferred and Income Term Fund (JPI)
Nuveen Preferred & Income Securities Fund (JPS)
Nuveen Preferred and Income 2022 Term Fund (JPT)
Exchange-Traded Funds:
Nuveen Enhanced Yield U.S. Aggregate Bond ETF (NUAG)
Nuveen Enhanced Yield 1-5 Year U.S. Aggregate Bond ETF (NUSA)
Nuveen ESG High Yield Corporate Bond ETF (NUHY)
Nuveen ESG U.S. Aggregate Bond ETF (NUBD)