0001137439-20-000873.txt : 20201009 0001137439-20-000873.hdr.sgml : 20201009 20201009171320 ACCESSION NUMBER: 0001137439-20-000873 CONFORMED SUBMISSION TYPE: N-8F PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20201009 DATE AS OF CHANGE: 20201009 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUVEEN TEXAS QUALITY MUNICIPAL INCOME FUND CENTRAL INDEX KEY: 0000878201 IRS NUMBER: 363778171 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: N-8F SEC ACT: 1940 Act SEC FILE NUMBER: 811-06384 FILM NUMBER: 201233909 BUSINESS ADDRESS: STREET 1: 333 W WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-917-8146 MAIL ADDRESS: STREET 1: 333 WEST WACKER DR. CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND DATE OF NAME CHANGE: 19920929 N-8F 1 nuveenntxn8f10092020.htm
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form N-8F


Application for Deregistration of Certain Registered Investment Companies.
   
I.
General Identifying Information
   
1.
Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):
   
 
[X]
Merger
         
 
[  ]
Liquidation
         
 
[  ]
Abandonment of Registration
    (Note:  Abandonments of Registration answer only questions 1 through 15, 24 and 25 of this form and complete verification at the end of the form.)
         
 
[  ]
Election of status as a Business Development Company
     (Note:  Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end of the form.)
         
2.
Name of fund:  Nuveen Texas Quality Municipal Income Fund (“Acquired Fund”)
         
3.
Securities and Exchange Commission File No.:  811-06384
         
4.
Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?
         
 
[X]
Initial Application
[  ]
Amendment
         
5.
Address of Principal Executive Office (include No. & Street, City, State, Zip Code):
         
   
333 West Wacker Drive, Chicago, Illinois 60606
         
6.
Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form:
         
   
David Glatz
   
Stradley Ronon Stevens & Young, LLP
   
191 North Wacker Drive, Suite 1601
   
Chicago, IL  60606
   
(312) 964-3502
 
7.
Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
   
Nuveen Investments
   
333 W. Wacker Dr.
   
Chicago, Illinois 60606
   
1-800-257-8787
         
 
NOTE:  Once deregistered, a fund is still required to maintain and preserve the records described in Rules 31a-1 and 31a-2 for the periods specified in those rules.
         
8.
Classification of fund (check only one):
         
 
[X]
Management company;
         
 
[  ]
Unit investment trust; or
         
 
[  ]
Face-amount certificate company.
         
9.
Subclassification if the fund is a management company (check only one):
         
 
[  ]
Open-end
[X]
Closed-end
         
10.
State law under which the fund was organized or formed (e.g., Delaware, Massachusetts):
         
 
Massachusetts
         
11.
Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund’s contracts with those advisers have been terminated:
   
 
Adviser:  Nuveen Fund Advisors, LLC
333 W. Wacker Dr.
Chicago, IL 60606
   
 
Sub-Adviser:  Nuveen Asset Management, LLC
333 W. Wacker Dr.
Chicago, IL 60606
         
12.
Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund’s contracts with those underwriters have been terminated:
   
 
Not applicable
         
13.
If the fund is a unit investment trust (“UIT”) provide:  Not applicable
         
 
(a)
Depositor’s name(s) and address(es):
         
 
(b)
Trustee’s name(s) and address(es):
         
14.
Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)?
         
 
[  ]
Yes
[X]
No

 

 
 
If  Yes, for each UIT state:
           
 
Name(s):
           
 
File No.:  811-______
           
 
Business Address:
           
15.
(a)
Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?
           
   
[X]
Yes
[  ]
No
           
   
If  Yes, state the date on which the board vote took place:  May 21-23, 2019
           
   
If  No, explain:
           
 
(b)
Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?
           
   
[X]
Yes
[  ]
No
           
   
If Yes, state the date on which the shareholder vote took place:  January 21, 2020
           
   
If  No, explain:
           
II.
Distributions to Shareholders
           
16.
Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?
           
 
[X]
Yes
[  ]
No
  
           
 
(a)
If Yes, list the date(s) on which the fund made those distributions:  March 2, 2020
           
 
(b)
Were the distributions made on the basis of net assets?
           
   
[X]
Yes
[  ]
No
           
 
(c)
Were the distributions made pro rata based on share ownership?
           
   
[X]
Yes
[  ]
No
           
 
(d)
If  No to (b) or (c) above, describe the method of distributions to shareholders.  For Mergers, provide the exchange ratio(s) used and explain how it was calculated:
           
 
(e)
Liquidations only:  Were any distributions to shareholders made in-kind?
           
   
[  ]
Yes
[  ]
No
           
   
If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders:

17.
Closed-end funds only:
 
Has the fund issued senior securities?
             
 
[X]
Yes
[  ]
No
             
 
If yes, describe the method of calculating payments to senior securityholders and distributions to other shareholders:
             
 
Holders of the Acquired Fund’s MuniFund Preferred Shares (“MFP Shares”) received, on a one-for-one basis, newly issued MFP Shares of Nuveen Quality Municipal Income Fund (“Acquiring Fund”) having substantially similar terms, as of the closing of the Reorganization, as the MFP Shares of the Acquired Fund exchanged therefor.  The outstanding Adjustable Rate MuniFund Term Preferred Shares (“AMTP Shares”) and Variable Rate Demand Preferred Shares (“VRDP Shares”) of the Acquiring Fund and the MFP Shares issued by the Acquiring Fund in the Reorganization have equal priority with each other and with any other preferred shares that the Acquiring Fund may issue in the future as to the payment of dividends and the distribution of assets upon the dissolution, liquidation or winding up of the affairs of the Acquiring Fund.

Holders of common shares of the Acquired Fund received newly issued common shares of the Acquiring Fund, with cash being distributed in lieu of fractional common shares. The aggregate net asset value, as of the close of trading on the business day immediately prior to the closing of the Reorganization, of the Acquiring Fund common shares received by Acquired Fund common shareholders (including, for this purpose, any fractional Acquiring Fund common shares to which common shareholders would have been entitled) was equal to the aggregate net asset value of the common shares of the Acquired Fund held by its shareholders as of such time. Any fractional Acquiring Fund shares due to the Acquired Fund common shareholders were aggregated and sold on the open market, and shareholders received cash in lieu of such fractional shares.
             
18.
Has the fund distributed all of its assets to the fund’s shareholders?
             
 
[X]
Yes
[  ]
No
             
 
If  No,
          
             
 
(a)
How many shareholders does the fund have as of the date this form is filed?
             
 
(b)
Describe the relationship of each remaining shareholder to the fund:
             
19.
Are there any shareholders who have not yet received distributions in complete liquidation of their interests?
             
 
[ ]
Yes
[X]
No
             
 
If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders:
             
III.
Assets and Liabilities
             
20.
Does the fund have any assets as of the date this form is filed?
 
(See question 18 above)
             
 
[  ]
Yes
[X]
No
             
 
If Yes,
             
 
(a)
Describe the type and amount of each asset retained by the fund as of the date this form is filed:
             
   
Cash in the amount of $  [________]
             
 
(b)
Why has the fund retained the remaining assets?
             
 
(c)
Will the remaining assets be invested in securities?
             
   
[  ]
Yes
[  ]
No
             
21.
Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities?
             
 
[  ]
Yes
[X]
No


 
If  Yes,
           
 
(a)
Describe the type and amount of each debt or other liability:
           
 
(b)
How does the fund intend to pay these outstanding debts or other liabilities?
           
IV.
Information About Event(s) Leading to Request for Deregistration
           
22.
(a)
List the expenses incurred in connection with the Merger or Liquidation:
           
   
(i)
Legal expenses:  $220,000
           
   
(ii)
Accounting expenses:  $5,000
           
   
(iii)
Other expenses (list and identify separately):
           
     
Proxy Print and Mail:  $110,760
           
     
Rating Agency and Listing Fees:  $101,792
           
     
Miscellaneous:  $38,532
           
   
(iv)
Total expenses (sum of lines (i)-(iii) above):  $476,085
           
 
(b)
How were those expenses allocated?
     
     Nuveen Texas Quality Municipal Income Fund - 100%
           
 
(c)
Who paid those expenses?
     
     Nuveen Texas Quality Municipal Income Fund - $476,085
           
 
(d)
How did the fund pay for unamortized expenses (if any)?  N/A
           
23.
Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?
           
 
[  ]
Yes
[X]
No
           
 
If yes, cite the release numbers of the Commission’s notice and order or, if no notice or order has been issued, the file number and date the application was filed:
           
V.
Conclusion of Fund Business
           
24.
Is the fund a party to any litigation or administrative proceeding?
           
 
[  ]
Yes
[X]
No
           
 
If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation:
           
25.
Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?
           
 
[  ]
Yes
[X]
No
           
 
If Yes, describe the nature and extent of those activities:

VI.
Mergers Only
     
26.
(a)
State the name of the fund surviving the Merger:  Nuveen Quality Municipal Income Fund
     
 
(b)
State the Investment Company Act file number of the fund surviving the Merger:  811-09297
     
 
(c)
If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed: 
    Agreement and Plan of Reorganization filed as Appendix A of Joint Proxy Statement/Prospectus on August 2, 2019 under file number 333-232031 on Form 497 (SEC Accession No. 0001193125-19-211809).
     
 
(d)
If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form. A copy of the agreement and plan of reorganization is filed herewith.
VERIFICATION

The undersigned states that (i) he has executed this Form N‑8F application for an order under Section 8(f) of the Investment Company Act of 1940 on behalf of Nuveen Texas Quality Municipal Income Fund, (ii) he is the Vice President and Secretary of The Nuveen Closed-End Funds, and (iii) all actions by shareholders, directors, and any other body necessary to authorize the undersigned to execute and file this Form N‑8F application have been taken.  The undersigned also states that the facts set forth in this Form N‑8F application are true to the best of his knowledge, information and belief.

 
/s/ Gifford Zimmerman
  
 
Gifford Zimmerman
  
 
Vice President and Secretary