Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors/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 October 31, 2019, 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 October 31, 2019.
This report is intended solely for the information and use of management and the Board of Directors/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
December 27, 2019
Exhibit A
Closed-End Funds
Nuveen Municipal Value Fund, Inc. (NUV)
Nuveen AMT-Free Municipal Value Fund (NUW)
Nuveen Municipal Income Fund, Inc. (NMI)
Nuveen Enhanced Municipal Value Fund (NEV)
Nuveen AMT-Free Municipal Credit Income Fund (NVG)
Nuveen Municipal Credit Income Fund (NZF)
Nuveen Municipal High Income Opportunity Fund (NMZ)
Nuveen Municipal Credit Opportunities Fund (NMCO)
Nuveen Quality Municipal Income Fund (NAD)
Nuveen AMT-Free Quality Municipal Income Fund (NEA)
Exchange-Traded Funds (ETF), NuShares ETF Trust
Nuveen ESG Emerging Markets Equity ETF (NUEM)
Nuveen ESG International Developed Markets Equity ETF (NUDM)
Nuveen ESG Large-Cap ETF (NULC)
Nuveen ESG Large-Cap Growth ETF (NULG)
Nuveen ESG Large-Cap Value ETF (NULV)
Nuveen ESG Mid-Cap Growth ETF (NUMG)
Nuveen ESG Mid-Cap Value ETF (NUMV)
Nuveen ESG Small-Cap ETF (NUSC)
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