Life is Complex
Nuveen makes things e-simple.
It only takes a minute to sign up for e-Reports. Once enrolled, you’ll receive an e-mail as soon as your Nuveen Fund information is ready—no more waiting for delivery by regular mail. Just click on the link within the e-mail to see the report and save it on your computer if you wish.
Free e-Reports right to your e-mail!
www.investordelivery.com
If you receive your Nuveen Fund dividends and statements from your financial advisor or brokerage account.
or
www.nuveen.com/accountaccess
If you receive your Nuveen Fund dividends and statements directly from Nuveen.
Table of Contents
| Chairman’s Letter to Shareholders | 4 |
| Portfolio Manager’s Comments | 5 |
| Fund Leverage | 11 |
| Common Share Information | 13 |
| Risk Considerations | 15 |
| Performance Overview and Holding Summaries | 16 |
| Shareholder Meeting Report | 18 |
| Report of Independent Registered Public Accounting Firm | 19 |
| Portfolios of Investments | 20 |
| Statement of Assets and Liabilities | 33 |
| Statement of Operations | 34 |
| Statement of Changes in Net Assets | 35 |
| Statement of Cash Flows | 36 |
| Financial Highlights | 38 |
| Notes to Financial Statements | 41 |
| Additional Fund Information | 53 |
| Glossary of Terms Used in this Report | 54 |
| Reinvest Automatically, Easily and Conveniently | 56 |
| Annual Investment Management Agreement Approval Process | 57 |
| Board Members & Officers | 65 |
|
NUVEEN
|
3
|
Chairman’s Letter to Shareholders
Dear Shareholders,
Whether politics or the economy will prevail over the financial markets this year has been a much-analyzed question. After the U.S. presidential election, stocks rallied to new all-time highs, bonds tumbled, and business and consumer sentiment grew pointedly optimistic. But, to what extent the White House can translate rhetoric into stronger economic and corporate earnings growth remains to be seen. Stock prices have experienced upward momentum driven by positive economic news and earnings growth, inflation is ticking higher and interest rates are higher amid the Federal Reserve (Fed) rate hikes.
At the year’s halfway point, the political landscape and its implications for the economy continue to be reevaluated. The lack of success in reforming health care policy has cast doubts on the president’s ability to move his agenda of pro-growth legislation forward. Additionally, Brexit negotiations in the U.K. face new uncertainties in light of the reshuffling of Parliament following the June snap election.
Nevertheless, there is a case for optimism. The jobs recovery, firming wages, the housing market and confidence measures are supportive of continued expansion in the economy. The Fed enacted a series of interest rate hikes in December 2016, March 2017 and June 2017, a vote of confidence that its employment and inflation targets are generally on track. Economies outside the U.S. have strengthened in recent months, possibly heralding the beginnings of a global synchronized recovery. Furthermore, the populist/nationalist undercurrent that helped deliver President Trump’s win and triggered the U.K.’s Brexit remained in the minority during both March’s Dutch general election and May’s French presidential election, easing the political uncertainty surrounding Germany’s elections later this year.
In the meantime, the markets will be focused on economic sentiment surveys along with “hard” data such as consumer and business spending to gauge the economy’s progress. With the Fed now signaling its intention to begin shrinking its balance sheet in addition to raising interest rates, policy moves that are more aggressive than expected could spook the markets and potentially stifle economic growth. On the political economic front, President Trump’s other signature platform plank, protectionism, is arguably anti-growth. We expect some churning in the markets as these issues sort themselves out.
Market volatility readings have been remarkably low of late, but conditions can change quickly. As market conditions evolve, Nuveen remains committed to rigorously assessing opportunities and risks. If you’re concerned about how resilient your investment portfolio might be, we encourage you to talk to your financial advisor. On behalf of the other members of the Nuveen Fund Board, we look forward to continuing to earn your trust in the months and years ahead.
Sincerely,
William J. Schneider
Chairman of the Board
July 24, 2017
|
4
|
NUVEEN
|
Portfolio Manager’s Comments
Nuveen Connecticut Quality Municipal Income Fund (NTC)
Nuveen Massachusetts Quality Municipal Income Fund (NMT)
These Funds feature portfolio management by Nuveen Asset Management, LLC (NAM), an affiliate of Nuveen, LLC. Portfolio manager Michael S. Hamilton discusses U.S. economic and municipal market conditions, key investment strategies and the twelve-month performance of the Nuveen Connecticut and Massachusetts Funds. Michael assumed portfolio management responsibility for these Funds in 2011.
What factors affected the U.S. economy and the national municipal market during the twelve-month reporting period ended May 31, 2017?
During the twelve-month reporting period, the U.S. economy continued to grow moderately, now ranking the current expansion as the third-longest since World War II, according to the National Bureau of Economic Research. The second half of 2016 saw a short-term boost in economic activity, driven by a one-time jump in exports during the third quarter, but the economy resumed a below-trend pace thereafter. The Bureau of Economic Analysis reported an annual growth rate of 1.2% for the U.S. economy in the first quarter of 2017, as measured by the “second” estimate of real gross domestic product (GDP), which is the value of goods and services produced by the nation’s economy less the value of the goods and services used up in production, adjusted for price changes. By comparison, the annual GDP growth rate in the fourth quarter of 2016 was 2.1%.
Despite the slowdown in early 2017, other data pointed to positive momentum. The labor market continued to tighten, inflation ticked higher, and consumer and business confidence surveys reflected optimism about the economy’s prospects. As reported by the Bureau of Labor Statistics, the unemployment rate fell to 4.3% in May 2017 from 4.7% in May 2016 and job gains averaged around 181,000 per month for the past twelve months. Higher oil prices helped drive a steady increase in inflation over this reporting period. The Consumer Price Index (CPI) increased 1.9% over the twelve-month reporting period ended May 31, 2017 on a seasonally adjusted basis, as reported by the Bureau of Labor Statistics. The core CPI (which excludes food and energy) increased 1.7% during the same period, slightly below the Federal Reserve’s (Fed) unofficial longer term inflation objective of 2.0%. The housing market also continued to improve, with historically low mortgage rates and low inventory driving home prices higher. The S&P CoreLogic Case-Shiller U.S. National Home Price Index, which covers all nine U.S. census divisions, recorded a 5.5% annual gain in April 2017 (most recent data available at the time this report was prepared) (effective July 26, 2016, the S&P/Case-Shiller U.S. National Home Price Index was renamed the S&P CoreLogic Case-Shiller U.S. National Home Price Index). The 10-City and 20-City Composites reported year-over-year increases of 4.9% and 5.7%, respectively.
| Certain statements in this report are forward-looking statements. Discussions of specific investments are for illustration only and are not intended as recommendations of individual investments. The forward-looking statements and other views expressed herein are those of the portfolio manager as of the date of this report. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements, and the views expressed herein are subject to change at any time, due to numerous market and other factors. The Funds disclaim any obligation to update publicly or revise any forward-looking statements or views expressed herein. |
For financial reporting purposes, the ratings disclosed are the highest rating given by one of the following national rating agencies: Standard & Poor’s (S&P), Moody’s Investors Service, Inc. (Moody’s) or Fitch, Inc. (Fitch). This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings, while BB, B, CCC, CC, C and D are below investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by these national rating agencies.
Bond insurance guarantees only the payment of principal and interest on the bond when due, and not the value of the bonds themselves, which will fluctuate with the bond market and the financial success of the issuer and the insurer. Insurance relates specifically to the bonds in the portfolio and not to the share prices of a Fund. No representation is made as to the insurers’ ability to meet their commitments.
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.
|
NUVEEN
|
5
|
Portfolio Manager’s Comments (continued)
The Fed’s policy making committee raised its main benchmark interest rate in December 2016, March 2017 and June 2017 (subsequent to the close of this reporting period). These moves were widely expected by the markets and, while the Fed acknowledged in its June 2017 statement that inflation has remained unexpectedly low, an additional increase is anticipated later in 2017 as the Fed seeks to gradually “normalize” interest rates. Also after the June 2017 meeting, the Fed revealed its plan to begin shrinking its balance sheets by allowing a small amount of maturing Treasury and mortgage securities to roll off without reinvestment. The timing of this is less certain, however, as it depends on whether the economy performs in line with the Fed’s expectations.
Politics also dominated the headlines in this reporting period with two major electoral surprises: the U.K.’s vote to leave the European Union and Donald Trump’s win in the U.S. presidential race. Market volatility increased as markets digested the initial shocks, but generally recovered and, in the case of the “Trump rally,” U.S. equities saw significant gains. Investors also closely watched elections across Europe. To the markets’ relief, more mainstream candidates were elected in the Dutch and French elections in the spring of 2017. However, Britain’s June 2017 snap election unexpectedly overturned the Conservative Party’s majority in Parliament, which increased uncertainties about the Brexit negotiation process.
For the municipal bond market, performance was defined by a major sell-off in municipal bonds following the presidential election and the market’s subsequent recovery in the first half of 2017. Prior to the election, municipal bond mutual funds had been drawing steady inflows from September 2015 to October 2016, which kept demand outpacing supply and supported prices. However, beginning in mid-October, demand began to soften in anticipation of a Fed rate hike. Municipal bond prices continued to fall in November after President Trump’s win triggered rising inflation and interest rate expectations as well as speculation on tax code changes, and in December 2016 due to tax-loss selling. A sharp rise in interest rates after the election fueled a reversal in municipal bond fund flow. Municipal bond funds experienced large outflows in the fourth quarter of 2016, especially in the high yield municipal segment, which drove mutual fund managers to sell positions to help meet investor redemptions. At the same time, new issuance spiked in October 2016, further contributing to excess supply and exacerbating falling prices and credit spread widening.
However, stabilizing market conditions in December 2016 gave way to a rally in the first quarter of 2017. Concerns that the new administration’s fiscal, tax and health care policy agenda could have a potentially negative impact on municipal bonds eased somewhat. By the end of the reporting period, interest rates reached a higher level than where they began.
In the reporting period overall, municipal bond issuance nationwide totaled $421.0 billion, an 8.1% gain from the issuance for the twelve-month period ended May 31, 2016. Gross issuance remains robust as issuers continue to actively and aggressively refund their outstanding debt given the low interest rate environment. In these transactions the issuers are issuing new bonds and taking the bond proceeds and redeeming (calling) old bonds. These refunding transactions have ranged from 40%-60% of total issuance over the past few years. Thus, the net issuance (all bonds issued less bonds redeemed) is actually much lower than the gross issuance. In fact, the total municipal bonds outstanding has actually declined in each of the past four calendar years. So, the gross is surging, but the net is not and this was an overall positive technical factor on municipal bond investment performance in recent years. However, as interest rates moved higher, the pace of refunding deals began to moderate.
Although the municipal bond market experienced widening credit spreads over a short period after the election, the trend was more attributable to technical conditions than a change in the fundamental backdrop. Despite the U.S. economy’s rather sluggish recovery, improving state and local balance sheets have contributed to generally good credit fundamentals. Higher tax revenue growth, better expense management and a more cautious approach to new debt issuance have led to credit upgrades and stable credit outlooks for many state and local issuers. While some pockets of weakness continued to grab headlines, including Illinois, New Jersey and Puerto Rico, their problems were largely contained, with minimal spillover into the broader municipal market.
|
6
|
NUVEEN
|
What were the economic and market conditions in Connecticut and Massachusetts during the twelve-month reporting period ended May 31, 2017?
The Connecticut economy continues to lag the national recovery. Weakness in the financial services and government sectors are undermining growth. As of May 2017, Connecticut’s unemployment rate was 4.9%, higher than the national rate of 4.3%. Connecticut has a high number of defense-related industries that make it more sensitive to both cuts and increases in federal defense spending. The loss of the headquarters of General Electric, which announced its relocation to Boston on January 14, 2016, is clearly not a positive sign for employment. On June 2, 2015, the Connecticut Legislature adopted the $40.3 billion 2016-2017 biennium budget. It is 6.1% larger than the adopted 2014-2015 biennium budget. It increased taxes on high income individuals from 6.7% to 6.99%. The state sales tax remained at 6.35%, but 0.5% was earmarked for cities and towns. Connecticut’s pensions remain among the worst funded in the nation which are likely to be a source of future financial strain at the state level. According to Moody’s, Connecticut’s per-capita debt burden was the highest in the nation at $6,155 in 2015, in contrast to the national median of $1,025. Connecticut enjoys the highest per-capita income of the 50 states, at 134% of the national average in 2015. Approximately $7.1 billion in Connecticut municipal bonds were issued during the twelve months ending May 31, 2017, a gross issuance increase of 3.2% year-over-year. At reporting period end, Moody’s rated Connecticut “Aa3” with a negative outlook. Moody’s changed its outlook from stable to negative on March 8, 2016 citing the State’s weakening demographics and high fixed costs. S&P rates Connecticut “AA-” with a negative outlook. S&P changed its outlook from stable to negative on November 30, 2016 citing rising fixed costs. S&P downgraded its rating on Connecticut from AA to AA- on May 19, 2016 citing the state’s high fixed costs and under-performing revenues.
Massachusetts continues to benefit from a highly diverse economy. Biotechnology, pharmaceuticals and software development are increasingly driving the Massachusetts economy, aided by the Commonwealth’s extensive education and health care sectors. Unemployment in the Commonwealth was 4.2% in May 2017, near the national average of 4.3% for the same period. According to the U.S. Department of Commerce, Bureau of Economic Analysis, Massachusetts’ per capita income is second highest among the 50 states. At $61,032 for calendar year 2015, it is 128% of the national average. The Commonwealth’s proposed $40.5 billion Fiscal Year 2018 budget represents a 3.6% increase over the adopted Fiscal Year 2017 budget. The proposed budget calls for no new taxes or fees, a $51.5 million deposit into the Commonwealth’s rainy day fund, and a reduction in one-time revenue solutions. According to Moody’s, Massachusetts’ debt burden is second highest in the nation (after Connecticut) on a per capita basis ($5,592 versus the median of $1,025) and third highest as a percentage of the state GDP (9.5% versus the median of 2.5%). As of February 2017, Moody’s rated Massachusetts Aa1 with a stable outlook, and S&P rated the commonwealth AA+ with a negative outlook. S&P changed its outlook from stable to negative on November 23, 2015 citing a reduction in the Commonwealth’s reserve levels. For the twelve months ended May 31, 2017, Massachusetts’ tax-exempt bond supply totaled $13.4 billion, a gross issuance increase of 21.8% increase over the prior twelve months.
What key strategies were used to manage these Funds during the twelve-month reporting period ended May 31, 2017?
The reporting period encompassed two distinct phases. From June 2016 to November 2016, municipal bonds experienced tightening credit spreads and falling interest rates, amid a scarcity of supply. After the presidential election, however, municipal bonds sold off sharply, widening credit spreads and giving back the market’s year-to-date gains. Conditions then stabilized in late 2016 and early 2017, as political consensus among the White House and Congress seemed less likely and economic data were underwhelming. Credit spreads tightened, while yields on an absolute basis remained at higher levels.
|
NUVEEN
|
7
|
Portfolio Manager’s Comments (continued)
In this environment, our trading activity continued to focus on pursuing the Funds’ investment objectives. We continued to seek bonds in areas of the market that we expected to perform well as the economy continued to improve. The Funds’ positioning emphasized intermediate and longer maturities, lower rated credits and sectors offering higher yields. To fund these purchases, we generally reinvested the proceeds from called and maturing bonds. In some cases, we sold bonds that we believed had deteriorating fundamentals or could be traded for a better relative value, as well as selling short-dated, higher quality issues that we tend to hold over short timeframes as a source of liquidity.
NTC’s trading activity was fairly active in this reporting period. We bought credits primarily in the 15- to 30-year maturity range, from a range of sectors, including utilities, hospitals, higher education, local general obligation (GO), special tax districts and territory bonds issued for Guam. Most of the cash to fund new purchases came from called and maturing bonds. We also reinvested the proceeds from selling some non-insured Virgin Islands paper and non-insured City of Hartford, Connecticut GOs due to deteriorating credit conditions. We also invested the proceeds from incremental preferred share offerings that were conducted as part of the overall management of the Fund’s leverage. NMT’s purchases focused mainly on 20- to 25-year maturities, with some longer (29-year) bonds, and included issues for the higher education, health care and transportation (mass transit) sectors. Most of the proceeds to fund NMT’s buying came from called bonds and some selling of shorter duration bonds. Additionally, both Funds pursued some tax swapping opportunities during this reporting period. We simultaneously sold depreciated bonds and replaced them with similarly structured bonds to realize a capital loss and boost the Funds’ income.
As of May 31, 2017, the Funds continued to use inverse floating rate securities. We employ inverse floaters for a variety of reasons, including duration management, income enhancement and total return enhancement.
How did the Funds perform during the twelve-month reporting period ended May 31, 2017?
The tables in each Fund’s Performance Overview and Holding Summaries section of this report provide the Funds’ total returns for the one-year, five-year and ten-year periods ended May 31, 2017. Each Fund’s total returns at common share net asset value (NAV) are compared with the performance of a corresponding market index.
For the twelve months ended May 31, 2017, the total returns at common share NAV for NTC and NMT underperformed the returns for their respective state’s S&P Municipal Bond Index and the S&P Municipal Bond Index.
The Funds’ performance was affected by duration and yield curve positioning, credit ratings allocations, sector allocations and credit selection. In addition, the use of regulatory leverage was a dominant factor affecting performance of the Funds. Leverage is discussed in more detail later in the Fund Leverage section of this report.
During this reporting period, the middle of the yield curve, corresponding to roughly 8 to 10 years, was the strongest performing segment, while the shortest and longest ends lagged. Duration and yield curve positioning was a slight detractor from NTC’s performance, despite an overweight allocation to the 8- to 10-year portion of the yield curve. For NMT, an underweight to the underperforming short end (1 to 2 years) of the yield curve was most beneficial, resulting in an overall positive contribution from the Fund’s yield curve and duration positioning.
Credit ratings allocations were unfavorable to performance for both Funds in this reporting period. The Funds benefited from underweight exposures to AAA rate credits, which underperformed the broad market. However, this was offset by the Funds’ underweight allocations to below investment grade bonds, which detracted from performance, because the lower rated segments tended to outperform in this reporting period.
|
8
|
NUVEEN
|
On a sector basis, NTC’s sector strategy was an overall positive contributor, while NMT’s sector strategy detracted overall. NTC was helped by an underweight allocation to transportation and overweight allocation to health care. The Connecticut Fund’s overweight allocation to the higher education sector further boosted relative performance because of our holdings within the 8- to 10-year duration band, which outperformed, despite the sector as whole underperforming in the broad market. While the Massachusetts Fund also held an overweight exposure to the higher education sector, the Fund’s bias toward bonds longer than the benchmark was disadvantageous. NMT was also hurt by its longer duration emphasis in the health care sector, as well as an overweight to pre-refunded bonds. Both Funds’ performance was hampered by exposure to the tax-supported sector, which included a number of underperforming Guam and Virgin Islands territory bonds.
Individual credit selection was the largest negative factor for NTC’s performance. Concerns about the State of Connecticut’s pension obligations fueled pessimism in the marketplace, causing credit spreads on the state’s debt to widen and NTC’s Connecticut holdings to underperform. Additionally, the City of Hartford’s financial woes contributed to the weak performance of Hartford GOs, ultimately we sold the Fund’s non-insured positions. However, NMT’s credit selections aided relative performance. The Massachusetts Fund’s holdings bought since the post-election sell-off generally performed well, as did credits in the longest (14 years and longer) duration segments. In fact, one of NMT’s top performing holdings was a non-callable coupon bond issued for WGBH Educational Foundation, due in 2042.
An Update Involving Puerto Rico
As noted in the Funds’ previous shareholder reports, we continue to monitor situations in the broader municipal market for any impact on the Funds’ holdings and performance: Puerto Rico’s ongoing debt restructuring is one such case. Puerto Rico began warning investors in 2014 that the island’s debt burden might prove to be unsustainable and the Commonwealth pursued various strategies to deal with this burden.
In June 2016, President Obama signed the Puerto Rico Oversight, Management and Economic Stability Act (PROMESA) into law. The legislation established an independent Financial Oversight and management Board charged with restructuring Puerto Rico’s financial operations and encouraging economic development. In addition to creating an oversight board, PROMESA also provides a legal framework and court-supervised debt restructuring process that enables Puerto Rico to adjust its debt obligations. In March 2017, the oversight board certified a ten-year fiscal plan projecting revenues, expenditures and a primary fiscal surplus available for debt service over the plan horizon. The fiscal plan was considered quite detrimental to creditors, identifying available resources to pay only about 24% of debt service due over the ten year term. In May 2017, the oversight board initiated a bankruptcy-like process for the general government, general obligation debt, the Puerto Rico Sales Tax Financing Corporation (COFINA), the Highways and Transportation Authority (HTA), and the Employee Retirement System. Officials have indicated more public corporations could follow. As of June 2017 (subsequent to the close of this reporting period), Puerto Rico has defaulted on many of its debt obligations, including GO bonds.
In terms of Puerto Rico holdings, shareholders should note that NTC and NMT had limited exposure to Puerto Rico debt of 0.82% and 0.56%, respectively, which was either insured or investment grade, as of the end of this reporting period. The Puerto Rico credits offered higher yields, added diversification and triple exemption (i.e., exemption from most federal, state and local taxes). Puerto Rico general obligation debt is currently in default and rated Caa3/D/D by Moody’s, S&P and Fitch, respectively, with negative outlooks.
|
NUVEEN
|
9
|
A Note About Investment Valuations
The municipal securities held by the Funds are valued by the Funds’ pricing service using a range of market-based inputs and assumptions. A different municipal pricing service might incorporate different assumptions and inputs into its valuation methodology, potentially resulting in different values for the same securities. These differences could be significant, both as to such individual securities, and as to the value of a given Fund’s portfolio in its entirety. Thus, the current net asset value of a Fund’s shares may be impacted, higher or lower, if the Fund were to change its pricing service, or if its pricing service were to materially change its valuation methodology. On October 4, 2016, the Funds’ current municipal bond pricing service was acquired by the parent company of another pricing service. The two services have not yet combined their valuation organizations and process, but it was recently announced that combination is scheduled to take place on October 16, 2017 (subject to change). Such changes could have an impact on the net asset value of each Fund’s shares.
|
10
|
NUVEEN
|
Fund Leverage
IMPACT OF THE FUNDS’ LEVERAGE STRATEGIES ON PERFORMANCE
One important factor impacting the returns of the Funds relative to their comparative benchmarks was the Funds’ use of leverage through their issuance of preferred shares and/or investments in inverse floating rate securities, which represent leveraged investments in underlying bonds. The Funds use leverage because our research has shown that, over time, leveraging provides opportunities for additional income, particularly in the recent market environment where short-term market rates are at or near historical lows, meaning that the short-term rates the Fund has been paying on its leveraging instruments have been much lower than the interest the Fund has been earning on its portfolio of long-term bonds that it has bought with the proceeds of that leverage. However, use of leverage also can expose the Fund to additional price volatility. When a Fund uses leverage, the Fund will experience a greater increase in its net asset value if the municipal bonds acquired through the use of leverage increase in value, but it will also experience a correspondingly larger decline in its net asset value if the bonds acquired through leverage decline in value, which will make the Fund’s net asset value more volatile, and its total return performance more variable over time. In addition, income in levered funds will typically decrease in comparison to unlevered funds when short-term interest rates increase and increase when short-term interest rates decrease. Regulatory leverage had a positive impact on the performance of the Funds over the reporting period. The use of leverage through inverse floating rate securities had a negligible impact on the performance over the reporting period.
As of May 31, 2017, the Funds’ percentages of leverage are as shown in the accompanying table.
| NTC | NMT | ||||||
| Effective Leverage* | 38.72 | % | 37.14 | % | |||
| Regulatory Leverage* | 35.28 | % | 34.97 | % |
| * | Effective Leverage is a Fund’s effective economic leverage, and includes both regulatory leverage and the leverage effects of certain derivative and other investments in a Fund’s portfolio that increase the Fund’s investment exposure. Currently, the leverage effects of Tender Option Bond (TOB) inverse floater holdings are included in effective leverage values, in addition to any regulatory leverage. Regulatory leverage consists of preferred shares issued or borrowings of a Fund. Both of these are part of a Fund’s capital structure. A Fund, however, may from time to time borrow on a typically transient basis in connection with its day-to-day operations, primarily in connection with the need to settle portfolio trades. Such incidental borrowings are excluded from the calculation of a Fund’s effective leverage ratio. Regulatory leverage is subject to asset coverage limits set forth in the Investment Company Act of 1940. |
THE FUNDS’ REGULATORY LEVERAGE
As of May 31, 2017, the Funds have issued and outstanding Variable Rate MuniFund Term Preferred (VMTP) Shares and Variable Rate Demand Preferred (VRDP) Shares as shown in the accompanying table.
| VMTP Shares | VRDP Shares | ||||||||||||
| Shares Issued at | Shares Issued at | ||||||||||||
| Series | Liquidation Preference | Series | Liquidation Preference | ||||||||||
| NTC | 2019 | $ | 112,000,000 | — | $ | — | |||||||
| NMT | — | $ | — | 1 | $ | 74,000,000 | |||||||
During the current fiscal period, NTC refinanced all of its outstanding Series 2017 VMTP Shares with the issuance of new Series 2019 VMTP Shares. In conjunction with this refinancing NTC issued an additional $6,000,000 Series 2019 VMTP Shares at liquidation preference, to be invested in accordance with the Fund’s investment policies.
|
NUVEEN
|
11
|
Fund Leverage (continued)
During the current fiscal period, NMT refinanced all of its outstanding Series 2017 VMTP Shares with the issuance of new Series 1 VRDP Shares, with a special rate period ending February 28, 2018 and a term redemption date of March 1, 2047. The new Series 1 VRDP Shares will not be remarketed by a remarketing agent, be subject to optional or mandatory tender events, or supported by a liquidity provider. During this period, VRDP dividends will be set monthly at a floating rate based on a predetermined formula.
Refer to Notes to Financial Statements, Note 4 — Fund Shares, Preferred Shares for further details on VMTP and VRDP Shares and each Fund’s respective transactions.
|
12
|
NUVEEN
|
Common Share Information
COMMON SHARE DISTRIBUTION INFORMATION
The following information regarding the Funds’ distributions is current as of May 31, 2017. Each Fund’s distribution levels may vary over time based on each Fund’s investment activity and portfolio investments value changes.
During the current reporting period, each Fund’s distributions to common shareholders were as shown in the accompanying table.
| Per Common | |||||||
| Share Amounts | |||||||
| Monthly Distributions (Ex-Dividend Date) | NTC | NMT | |||||
| June 2016 | $ | 0.0550 | $ | 0.0590 | |||
| July | 0.0550 | 0.0590 | |||||
| August | 0.0550 | 0.0590 | |||||
| September | 0.0505 | 0.0560 | |||||
| October | 0.0505 | 0.0560 | |||||
| November | 0.0505 | 0.0560 | |||||
| December | 0.0505 | 0.0560 | |||||
| January | 0.0505 | 0.0560 | |||||
| February | 0.0505 | 0.0560 | |||||
| March | 0.0485 | 0.0545 | |||||
| April | 0.0485 | 0.0545 | |||||
| May 2017 | 0.0485 | 0.0545 | |||||
| Total Monthly Per Share Distributions | 0.6135 | 0.6765 | |||||
| Ordinary Income Distribution* | 0.0019 | — | |||||
| Total Distributions from Net Investment Income | $ | 0.6154 | $ | 0.6765 | |||
| Yields | |||||||
| Market Yield** | 4.67 | % | 4.71 | % | |||
| Taxable-Equivalent Yield** | 6.90 | % | 6.90 | % | |||
| * | Distribution paid in December 2016. |
| ** | Market Yield is based on the Fund’s current annualized monthly dividend divided by the Fund’s current market price as of the end of the reporting period. Taxable-Equivalent Yield represents the yield that must be earned on a fully taxable investment in order to equal the yield of the Fund on an after-tax basis. It is based on a combined federal and state income tax rate of 32.3% and 31.7% for Connecticut and Massachusetts, respectively. When comparing a Fund to investments that generate qualified dividend income, the Taxable-Equivalent Yield would be lower. |
Each Fund in this report seeks to pay regular monthly dividends out of its net investment income at a rate that reflects its past and projected net income performance. To permit each Fund to maintain a more stable monthly dividend, the Fund may pay dividends at a rate that may be more or less than the amount of net income actually earned by the Fund during the period. If a Fund has cumulatively earned more than it has paid in dividends, it will hold the excess in reserve as undistributed net investment income (UNII) as part of the Fund’s net asset value. Conversely, if a Fund has cumulatively paid in dividends more than it has earned, the excess will constitute a negative UNII that will likewise be reflected in the Fund’s net asset value. Each Fund will, over time, pay all its net investment income as dividends to shareholders.
|
NUVEEN
|
13
|
Common Share Information (continued)
As of May 31, 2017, the Funds had positive UNII balances for tax purposes. NTC had a negative UNII balance while NMT had a positive UNII balance for reporting purposes.
All monthly dividends paid by each Fund during the current reporting period were paid from net investment income. If a portion of the Fund’s monthly distributions was sourced from or comprised of elements other than net investment income, including capital gains and/or a return of capital, shareholders would have received a notice to that effect. For financial reporting purposes the composition and per share amounts of each Fund’s dividends for the reporting period are presented in this report’s Statement of Changes in Net Assets and Financial Highlights, respectively. For income tax purposes, distribution information for each Fund as of its most recent tax year end is presented in Note 6 — Income Tax Information within the Notes to Financial Statements of this report.
COMMON SHARE REPURCHASES
During August 2016, the Funds’ Board of Trustees reauthorized an open-market share repurchase program, allowing each Fund to repurchase an aggregate of up to approximately 10% of its outstanding shares.
As of May 31, 2017, and since the inception of the Funds’ repurchase programs, the Funds have cumulatively repurchased and retired common shares as shown in the accompanying table.
| NTC | NMT | ||
| Common shares cumulatively repurchased and retired | 155,000 | — | |
| Common shares authorized for repurchase | 1,455,000 | 935,000 |
During the current reporting period, the Funds did not repurchase any of their outstanding common shares.
OTHER COMMON SHARE INFORMATION
As of May 31, 2017, and during the current reporting period, the Funds’ common share prices were trading at a premium/(discount) to their common share NAVs as shown in the accompanying table.
| NTC | NMT | ||||||
| Common share NAV | $ | 14.14 | $ | 14.72 | |||
| Common share price | $ | 12.47 | $ | 13.90 | |||
| Premium/(Discount) to NAV | (11.81 | )% | (5.57 | )% | |||
| 12-month average premium/(discount) to NAV | (9.14 | )% | (3.49 | )% |
|
14
|
NUVEEN
|
Risk Considerations
Fund shares are not guaranteed or endorsed by any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation.
Nuveen Connecticut Quality Municipal Income Fund (NTC)
Investing in closed-end funds involves risk; principal loss is possible. There is no guarantee the Fund’s investment objectives will be achieved. Closed-end fund shares may frequently trade at a discount or premium to their net asset value. Debt or fixed income securities such as those held by the Fund, are subject to market risk, credit risk, interest rate risk, derivatives risk, liquidity risk, and income risk. As interest rates rise, bond prices fall. Leverage increases return volatility and magnifies the Fund’s potential return and its risks; there is no guarantee a fund’s leverage strategy will be successful. State concentration makes the Fund more susceptible to local adverse economic, political, or regulatory changes affecting municipal bond issuers. These and other risk considerations such as inverse floater risk and tax risk are described in more detail on the Fund’s web page at www.nuveen.com/NTC.
Nuveen Massachusetts Quality Municipal Income Fund (NMT)
Investing in closed-end funds involves risk; principal loss is possible. There is no guarantee the Fund’s investment objectives will be achieved. Closed-end fund shares may frequently trade at a discount or premium to their net asset value. Debt or fixed income securities such as those held by the Fund, are subject to market risk, credit risk, interest rate risk, derivatives risk, liquidity risk, and income risk. As interest rates rise, bond prices fall. Leverage increases return volatility and magnifies the Fund’s potential return and its risks; there is no guarantee a fund’s leverage strategy will be successful. State concentration makes the Fund more susceptible to local adverse economic, political, or regulatory changes affecting municipal bond issuers. These and other risk considerations such as inverse floater risk and tax risk are described in more detail on the Fund’s web page at www.nuveen.com/NMT.
|
NUVEEN
|
15
|
| NTC | |
| Nuveen Connecticut Quality Municipal Income Fund | |
| Performance Overview and Holding Summaries as of May 31, 2017 |
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.
Average Annual Total Returns as of May 31, 2017
| Average Annual | ||||
| 1-Year | 5-Year | 10-Year | ||
| NTC at Common Share NAV | (1.07)% | 3.07% | 4.71% | |
| NTC at Common Share Price | (3.46)% | 2.64% | 3.45% | |
| S&P Municipal Bond Connecticut Index | 0.93% | 2.30% | 3.76% | |
| S&P Municipal Bond Index | 1.57% | 3.42% | 4.47% | |
Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Returns at NAV are net of Fund expenses, and assume reinvestment of distributions. Comparative index return information is provided for the Fund’s shares at NAV only. Indexes are not available for direct investment.
This data relates to the securities held in the Fund’s portfolio of investments as of the end of the reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.
For financial reporting purposes, the ratings disclosed are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by these national rating agencies.
| Fund Allocation | |
| (% of net assets) | |
| Long-Term Municipal Bonds | 158.1% |
| Other Assets Less Liabilities | 2.6% |
| Net Assets Plus Floating Rate Obligations & VMTP Shares, net of deferred offering costs | 160.7% |
| Floating Rate Obligations | (6.2)% |
| VMTP Shares, net of deferred offering costs | (54.5)% |
| Net Assets | 100% |
| Portfolio Composition | |
| (% of total investments) | |
| Health Care | 22.0% |
| Tax Obligation/General | 17.4% |
| Tax Obligation/Limited | 15.6% |
| Education and Civic Organizations | 14.9% |
| U.S. Guaranteed | 13.3% |
| Water and Sewer | 11.7% |
| Other | 5.1% |
| Total | 100% |
| Portfolio Credit Quality | |
| (% of total investment exposure) | |
| AAA/U.S. Guaranteed | 14.0% |
| AA | 44.9% |
| A | 38.1% |
| BBB | 0.5% |
| N/R (not rated) | 2.5% |
| Total | 100% |
|
16
|
NUVEEN
|
| NMT | |
| Nuveen Massachusetts Quality Municipal Income Fund | |
| Performance Overview and Holding Summaries as of May 31, 2017 |
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.
Average Annual Total Returns as of May 31, 2017
| Average Annual | ||||
| 1-Year | 5-Year | 10-Year | ||
| NMT at Common Share NAV | 0.43% | 3.82% | 5.25% | |
| NMT at Common Share Price | (2.78)% | 3.39% | 5.10% | |
| S&P Municipal Bond Massachusetts Index | 1.03% | 3.02% | 4.49% | |
| S&P Municipal Bond Index | 1.57% | 3.42% | 4.47% | |
Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Returns at NAV are net of Fund expenses, and assume reinvestment of distributions. Comparative index return information is provided for the Fund’s shares at NAV only. Indexes are not available for direct investment.
This data relates to the securities held in the Fund’s portfolio of investments as of the end of the reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.
For financial reporting purposes, the ratings disclosed are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by these national rating agencies.
| Fund Allocation | |
| (% of net assets) | |
| Long-Term Municipal Bonds | 151.8% |
| Other Assets Less Liabilities | 1.8% |
| Net Assets Plus VRDP Shares, net of deferred offering costs | 153.6% |
| VRDP Shares, net of deferred offering costs | (53.6)% |
| Net Assets | 100% |
| Portfolio Composition | |
| (% of total investments) | |
| Education and Civic Organizations | 26.2% |
| Health Care | 21.0% |
| U.S. Guaranteed | 12.7% |
| Tax Obligation/Limited | 11.9% |
| Tax Obligation/General | 10.4% |
| Transportation | 6.0% |
| Other | 11.8% |
| Total | 100% |
| Portfolio Credit Quality | |
| (% of total investment exposure) | |
| AAA/U.S. Guaranteed | 17.2% |
| AA | 39.0% |
| A | 33.4% |
| BBB | 6.4% |
| BB or Lower | 2.1% |
| N/R (not rated) | 1.9% |
| Total | 100% |
|
NUVEEN
|
17
|
Shareholder Meeting Report
The annual meeting of shareholders was held in the offices of Nuveen on April 6, 2017 for NTC; at this meeting the shareholders were asked to elect Board Members.
| NTC | |||||||
| Common and | |||||||
| Preferred | |||||||
| shares | |||||||
| voting together | Preferred | ||||||
| as a class | Shares | ||||||
| Approval of the Board Members was reached as follows: | |||||||
| William Adams IV | |||||||
| For | 12,136,976 | — | |||||
| Withhold | 346,759 | — | |||||
| Total | 12,483,735 | — | |||||
| William C. Hunter | |||||||
| For | — | 1,120 | |||||
| Withhold | — | — | |||||
| Total | — | 1,120 | |||||
| David J. Kundert | |||||||
| For | 12,085,628 | — | |||||
| Withhold | 398,107 | — | |||||
| Total | 12,483,735 | — | |||||
| John K. Nelson | |||||||
| For | 12,124,838 | — | |||||
| Withhold | 358,897 | — | |||||
| Total | 12,483,735 | — | |||||
| William J. Schneider | |||||||
| For | — | 1,120 | |||||
| Withhold | — | — | |||||
| Total | — | 1,120 | |||||
| Terence J. Toth | |||||||
| For | 12,120,997 | — | |||||
| Withhold | 362,738 | — | |||||
| Total | 12,483,735 | — | |||||
|
18
|
NUVEEN
|
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of
Nuveen Connecticut Quality Municipal Income Fund
Nuveen Massachusetts Quality Municipal Income Fund:
We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Nuveen Connecticut Quality Municipal Income Fund and Nuveen Massachusetts Quality Municipal Income Fund (the “Funds”) as of May 31, 2017, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the three-year period then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the periods presented through May 31, 2014 were audited by other auditors whose report dated July 28, 2014 expressed an unqualified opinion on those financial highlights.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2017, by correspondence with the custodian and brokers or other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Funds as of May 31, 2017, the results of their operations and cash flows for the year then ended, the changes in their net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the three-year period then ended, in conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Chicago, Illinois
July 26, 2017
|
NUVEEN
|
19
|
| NTC | ||
| Nuveen Connecticut Quality Municipal Income Fund | ||
| Portfolio of Investments | May 31, 2017 |
| Principal | Optional Call | |||||||||
| Amount (000) | Description (1) | Provisions (2) | Ratings (3) | Value | ||||||
| LONG-TERM INVESTMENTS – 158.1% (100.0% of Total Investments) | ||||||||||
| MUNICIPAL BONDS – 158.1% (100.0% of Total Investments) | ||||||||||
| Education and Civic Organizations – 23.6% (14.9% of Total Investments) | ||||||||||
| $ | 840 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Chase Collegiate School, Series 2007A, 5.000%, 7/01/27 – RAAI Insured | 7/17 at 100.00 | AA | $ | 842,806 | ||||
| 2,825 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Connecticut College, Refunding Series 2016L-1, 4.000%, 7/01/46 | 7/26 at 100.00 | A2 | 2,883,252 | ||||||
| 1,150 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Connecticut College, Series 2011H, 5.000%, 7/01/41 | 7/21 at 100.00 | A2 | 1,276,742 | ||||||
| Connecticut Health and Educational Facilities Authority, Revenue Bonds, Fairfield University, Series 2010-O: | ||||||||||
| 800 | 5.000%, 7/01/35 | 7/20 at 100.00 | A– | 874,176 | ||||||
| 4,000 | 5.000%, 7/01/40 | 7/20 at 100.00 | A– | 4,370,880 | ||||||
| 5,450 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Fairfield University, Series 2016Q-1, 5.000%, 7/01/46 | 7/26 at 100.00 | A– | 6,176,485 | ||||||
| Connecticut Health and Educational Facilities Authority, Revenue Bonds, Loomis Chaffee School, Series 2005F: | ||||||||||
| 440 | 5.250%, 7/01/18 – AMBAC Insured | No Opt. Call | A2 | 459,364 | ||||||
| 1,510 | 5.250%, 7/01/19 – AMBAC Insured | No Opt. Call | A2 | 1,633,156 | ||||||
| 1,125 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Norwich Free Academy, Series 2013B, 4.000%, 7/01/34 | 7/23 at 100.00 | A1 | 1,181,993 | ||||||
| 7,030 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Quinnipiac University, Refunding Series 2015L, 5.000%, 7/01/45 | 7/25 at 100.00 | A– | 7,962,248 | ||||||
| Connecticut Health and Educational Facilities Authority, Revenue Bonds, Quinnipiac University, Series 2016M: | ||||||||||
| 500 | 5.000%, 7/01/34 | 7/26 at 100.00 | A– | 582,875 | ||||||
| 1,500 | 5.000%, 7/01/36 | 7/26 at 100.00 | A– | 1,739,535 | ||||||
| Connecticut Health and Educational Facilities Authority, Revenue Bonds, Sacred Heart University, Series 2011G: | ||||||||||
| 250 | 5.125%, 7/01/26 | 7/21 at 100.00 | A | 279,440 | ||||||
| 3,260 | 5.625%, 7/01/41 | 7/21 at 100.00 | A | 3,653,775 | ||||||
| Connecticut Health and Educational Facilities Authority, Revenue Bonds, Sacred Heart University, Series 2012H: | ||||||||||
| 1,500 | 5.000%, 7/01/26 – AGM Insured | 7/22 at 100.00 | AA | 1,692,480 | ||||||
| 1,000 | 5.000%, 7/01/28 – AGM Insured | 7/22 at 100.00 | AA | 1,118,120 | ||||||
| Connecticut Health and Educational Facilities Authority, Revenue Bonds, The Loomis Chaffee School Issue, Series 2011-I: | ||||||||||
| 560 | 5.000%, 7/01/23 – AGM Insured | 7/21 at 100.00 | A2 | 633,903 | ||||||
| 225 | 5.000%, 7/01/24 – AGM Insured | 7/21 at 100.00 | A2 | 255,407 | ||||||
| 5,580 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Connecticut State University System, Series 2013N, 5.000%, 11/01/31 | 11/23 at 100.00 | A+ | 6,550,250 | ||||||
| 3,075 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Connecticut State University System, Series 2016P-1, 5.000%, 11/01/29 | 11/26 at 100.00 | A+ | 3,688,278 | ||||||
| 515 | University of Connecticut, Student Fee Revenue Bonds, Refunding Series 2010A, 5.000%, 11/15/27 | 11/19 at 100.00 | Aa2 | 562,344 | ||||||
| 43,135 | Total Education and Civic Organizations | 48,417,509 | ||||||||
| Health Care – 34.8% (22.0% of Total Investments) | ||||||||||
| 5,500 | Connecticut Health and Educational Facilities Authority Revenue Bonds, Hartford HealthCare, Series 2015F, 5.000%, 7/01/45 | 7/25 at 100.00 | A | 6,051,925 |
|
20
|
NUVEEN
|
| Principal | Optional Call | |||||||||
| Amount (000) | Description (1) | Provisions (2) | Ratings (3) | Value | ||||||
| Health Care (continued) | ||||||||||
| $ | 4,540 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Ascension Health Series 2010A, 5.000%, 11/15/40 | 11/19 at 100.00 | AA+ | $ | 4,883,996 | ||||
| Connecticut Health and Educational Facilities Authority, Revenue Bonds, Bristol Hospital, Series 2002B: | ||||||||||
| 460 | 5.500%, 7/01/21 – RAAI Insured | 7/17 at 100.00 | AA | 461,688 | ||||||
| 3,000 | 5.500%, 7/01/32 – RAAI Insured | 7/17 at 100.00 | AA | 3,005,820 | ||||||
| 1,010 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Catholic Health East Series 2010, 4.750%, 11/15/29 | 11/20 at 100.00 | AA– | 1,081,619 | ||||||
| 7,025 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Hartford HealthCare, Series 2011A, 5.000%, 7/01/41 | 7/21 at 100.00 | A | 7,552,578 | ||||||
| 500 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Hartford HealthCare, Series 2014E, 5.000%, 7/01/42 | 7/24 at 100.00 | A | 556,625 | ||||||
| 2,000 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Lawrence and Memorial Hospitals, Series 2011F, 5.000%, 7/01/36 | 7/21 at 100.00 | A– | 2,161,400 | ||||||
| Connecticut Health and Educational Facilities Authority, Revenue Bonds, Middlesex Hospital, Series 2011N: | ||||||||||
| 1,105 | 5.000%, 7/01/25 | 7/21 at 100.00 | A3 | 1,228,848 | ||||||
| 400 | 5.000%, 7/01/26 | 7/21 at 100.00 | A3 | 442,848 | ||||||
| 500 | 5.000%, 7/01/27 | 7/21 at 100.00 | A3 | 551,090 | ||||||
| 1,915 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Middlesex Hospital, Series 2015O, 5.000%, 7/01/36 | 7/25 at 100.00 | A3 | 2,125,631 | ||||||
| 1,275 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Stamford Hospital, Series 2010-I, 5.000%, 7/01/30 | 7/20 at 100.00 | A | 1,382,036 | ||||||
| 7,000 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Stamford Hospital, Series 2012J, 5.000%, 7/01/42 | 7/22 at 100.00 | A | 7,532,140 | ||||||
| 4,000 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Stamford Hospital, Series 2016K, 4.000%, 7/01/46 | 7/26 at 100.00 | A– | 4,085,560 | ||||||
| Connecticut Health and Educational Facilities Authority, Revenue Bonds, Trinity Health Credit Group, Series 2016CT: | ||||||||||
| 2,650 | 5.000%, 12/01/41 | 6/26 at 100.00 | AA– | 3,033,826 | ||||||
| 750 | 5.000%, 12/01/45 | 6/26 at 100.00 | AA– | 854,850 | ||||||
| 3,905 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Western Connecticut Health, Series 2011M, 5.375%, 7/01/41 | 7/21 at 100.00 | A | 4,272,968 | ||||||
| 4,000 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Western Connecticut Health, Series 2011N, 5.000%, 7/01/29 | 7/21 at 100.00 | A | 4,389,920 | ||||||
| Connecticut Health and Educational Facilities Authority, Revenue Bonds, Yale-New Haven Health Issue, Series 2014E: | ||||||||||
| 2,610 | 5.000%, 7/01/32 | 7/24 at 100.00 | AA– | 3,031,124 | ||||||
| 2,740 | 5.000%, 7/01/33 | 7/24 at 100.00 | AA– | 3,170,536 | ||||||
| 900 | 5.000%, 7/01/34 | 7/24 at 100.00 | AA– | 1,038,267 | ||||||
| 7,475 | Monroe County Industrial Development Corporation, New York, FHA Insured Mortgage Revenue Bonds, Unity Hospital of Rochester Project, Series 2010, 5.500%, 8/15/40 | 2/21 at 100.00 | AA | 8,536,673 | ||||||
| 65,260 | Total Health Care | 71,431,968 | ||||||||
| Long-Term Care – 1.5% (1.0% of Total Investments) | ||||||||||
| 1,100 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Duncaster, Inc., Series 2014A, 5.000%, 8/01/44 | 8/24 at 100.00 | BBB– | 1,145,617 | ||||||
| 630 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Healthcare Facility Expansion Church Home of Hartford Inc. Project, Series 2016A, 5.000%, 9/01/46 | 9/26 at 100.00 | N/R | 640,219 | ||||||
| 1,285 | Connecticut Housing Finance Authority, State Supported Special Obligation Bonds, Refunding Series 2010-16, 5.000%, 6/15/30 | 6/20 at 100.00 | A+ | 1,408,064 | ||||||
| 3,015 | Total Long-Term Care | 3,193,900 |
|
NUVEEN
|
21
|
| NTC | Nuveen Connecticut Quality Municipal Income Fund | |
| Portfolio of Investments (continued) | May 31, 2017 |
| Principal | Optional Call | |||||||||
| Amount (000) | Description (1) | Provisions (2) | Ratings (3) | Value | ||||||
| Tax Obligation/General – 27.6% (17.4% of Total Investments) | ||||||||||
| Bridgeport, Connecticut, General Obligation Bonds, Series 2014A: | ||||||||||
| $ | 2,345 | 5.000%, 7/01/32 – AGM Insured | 7/24 at 100.00 | AA | $ | 2,656,627 | ||||
| 1,600 | 5.000%, 7/01/34 – AGM Insured | 7/24 at 100.00 | AA | 1,797,376 | ||||||
| 2,800 | Bridgeport, Connecticut, General Obligation Bonds, Series 2016D, 5.000%, 8/15/41 – AGM Insured | 8/26 at 100.00 | AA | 3,153,780 | ||||||
| 5,100 | Connecticut State, General Obligation Bonds, Green Series 2014G, 5.000%, 11/15/31 | 11/24 at 100.00 | A+ | 5,857,605 | ||||||
| 2,290 | Connecticut State, General Obligation Bonds, Refunding Series 2012E, 5.000%, 9/15/32 | 9/22 at 100.00 | A+ | 2,592,509 | ||||||
| 2,740 | Connecticut State, General Obligation Bonds, Refunding Series 2016B, 5.000%, 5/15/27 | 5/26 at 100.00 | A+ | 3,236,077 | ||||||
| 1,000 | Connecticut State, General Obligation Bonds, Series 2011D, 5.000%, 11/01/31 | 11/21 at 100.00 | A+ | 1,129,580 | ||||||
| 2,600 | Connecticut State, General Obligation Bonds, Series 2014A, 5.000%, 3/01/31 | 3/24 at 100.00 | A+ | 2,952,898 | ||||||
| 3,500 | Connecticut State, General Obligation Bonds, Series 2014F, 5.000%, 11/15/34 | 11/24 at 100.00 | A+ | 3,964,485 | ||||||
| 2,630 | Connecticut State, General Obligation Bonds, Series 2015F, 5.000%, 11/15/34 | 11/25 at 100.00 | A+ | 2,959,565 | ||||||
| 3,730 | Connecticut State, General Obligation Bonds, Series 2017A, 5.000%, 4/15/35 | 4/27 at 100.00 | A+ | 4,253,655 | ||||||
| 100 | Greenwich, Connecticut, General Obligation Bonds, Refunding Series 2016, 4.000%, 7/15/33 | 7/24 at 100.00 | Aaa | 109,115 | ||||||
| 1,225 | Hamden, Connecticut, General Obligation Bonds, Series 2016, 5.000%, 8/15/32 – BAM Insured | 8/24 at 100.00 | AA | 1,386,884 | ||||||
| 870 | Hartford, Connecticut, General Obligation Bonds, Series 2009A, 5.000%, 8/15/28 – AGC Insured | 8/19 at 100.00 | AA | 934,815 | ||||||
| New Haven, Connecticut, General Obligation Bonds, Refunding Series 2016A: | ||||||||||
| 1,000 | 5.000%, 8/15/32 – AGM Insured | 8/26 at 100.00 | AA | 1,147,650 | ||||||
| 1,550 | 5.000%, 8/15/35 – AGM Insured | 8/26 at 100.00 | AA | 1,758,971 | ||||||
| 985 | New Haven, Connecticut, General Obligation Bonds, Series 2014A, 5.000%, 8/01/33 – AGM Insured | 8/24 at 100.00 | AA | 1,111,149 | ||||||
| New Haven, Connecticut, General Obligation Bonds, Series 2015: | ||||||||||
| 790 | 5.000%, 9/01/32 – AGM Insured | 9/25 at 100.00 | AA | 896,034 | ||||||
| 1,620 | 5.000%, 9/01/33 – AGM Insured | 9/25 at 100.00 | AA | 1,831,151 | ||||||
| 500 | 5.000%, 9/01/35 – AGM Insured | 9/25 at 100.00 | AA | 561,310 | ||||||
| 900 | North Haven, Connecticut, General Obligation Bonds, Series 2006, 5.000%, 7/15/24 | No Opt. Call | Aa1 | 1,096,506 | ||||||
| 1,670 | Oregon State, General Obligation Bonds, Oregon University System Projects, Series 2011G, 5.000%, 8/01/36 | 8/21 at 100.00 | AA+ | 1,896,335 | ||||||
| 2,500 | Stamford, Connecticut, General Obligation Bonds, Refunding Series 2014, 3.000%, 8/15/22 | 8/21 at 100.00 | AAA | 2,672,875 | ||||||
| 600 | Stratford, Connecticut, General Obligation Bonds, Series 2014, 5.000%, 12/15/32 | 12/22 at 100.00 | AA | 681,120 | ||||||
| Suffield, Connecticut, General Obligation Bonds, Refunding Series 2005: | ||||||||||
| 800 | 5.000%, 6/15/17 | No Opt. Call | AA+ | 801,336 | ||||||
| 820 | 5.000%, 6/15/19 | No Opt. Call | AA+ | 887,494 | ||||||
| 1,400 | 5.000%, 6/15/21 | No Opt. Call | AA+ | 1,613,080 | ||||||
| Waterbury, Connecticut, General Obligation Bonds, Lot A Series 2015: | ||||||||||
| 445 | 5.000%, 8/01/30 – BAM Insured | 8/25 at 100.00 | AA | 517,010 | ||||||
| 390 | 5.000%, 8/01/31 – BAM Insured | 8/25 at 100.00 | AA | 451,000 | ||||||
| 610 | 5.000%, 8/01/32 – BAM Insured | 8/25 at 100.00 | AA | 702,531 | ||||||
| 445 | 5.000%, 8/01/33 – BAM Insured | 8/25 at 100.00 | AA | 510,411 | ||||||
| 445 | 5.000%, 8/01/34 – BAM Insured | 8/25 at 100.00 | AA | 507,638 | ||||||
| 50,000 | Total Tax Obligation/General | 56,628,572 | ||||||||
| Tax Obligation/Limited – 24.7% (15.6% of Total Investments) | ||||||||||
| 2,500 | Connecticut State, Special Tax Obligation Bonds, Transportation Infrastructure Purposes Series 2012A, 5.000%, 1/01/33 | 1/23 at 100.00 | AA | 2,860,200 | ||||||
| 3,855 | Connecticut State, Special Tax Obligation Bonds, Transportation Infrastructure Purposes Series 2013A, 5.000%, 10/01/33 | 10/23 at 100.00 | AA | 4,479,857 | ||||||
| 1,380 | Connecticut State, Special Tax Obligation Bonds, Transportation Infrastructure Purposes Series 2015A, 5.000%, 8/01/33 | 8/25 at 100.00 | AA | 1,589,332 |
|
22
|
NUVEEN
|
| Principal | Optional Call | |||||||||
| Amount (000) | Description (1) | Provisions (2) | Ratings (3) | Value | ||||||
| Tax Obligation/Limited (continued) | ||||||||||
| Connecticut State, Special Tax Obligation Bonds, Transportation Infrastructure Purposes Series 2016A: | ||||||||||
| $ | 5,300 | 5.000%, 9/01/33 | 9/26 at 100.00 | AA | $ | 6,136,552 | ||||
| 1,700 | 5.000%, 9/01/34 | 9/26 at 100.00 | AA | 1,957,958 | ||||||
| Connecticut State, Special Tax Obligation Bonds, Transportation Infrastructure Purposes, Series 2014A: | ||||||||||
| 3,835 | 5.000%, 9/01/33 | 9/24 at 100.00 | AA | 4,455,963 | ||||||
| 1,000 | 5.000%, 9/01/34 | 9/24 at 100.00 | AA | 1,157,610 | ||||||
| 1,500 | Government of Guam, Business Privilege Tax Bonds, Refunding Series 2015D, 5.000%, 11/15/39 | 11/25 at 100.00 | A | 1,613,370 | ||||||
| Government of Guam, Business Privilege Tax Bonds, Series 2011A: | ||||||||||
| 840 | 5.250%, 1/01/36 | 1/22 at 100.00 | A | 895,499 | ||||||
| 3,200 | 5.125%, 1/01/42 | 1/22 at 100.00 | A | 3,373,280 | ||||||
| 3,000 | Harbor Point Infrastructure Improvement District, Connecticut, Special Obligation Revenue Bonds, Harbor Point Project, Series 2010A, 7.875%, 4/01/39 | 4/20 at 100.00 | N/R | 3,355,320 | ||||||
| 1,500 | Puerto Rico Municipal Finance Agency, Series 2002A, 5.250%, 8/01/21 – AGM Insured | 7/17 at 100.00 | AA | 1,520,145 | ||||||
| 2,600 | University of Connecticut, General Obligation Bonds, Series 2010A, 5.000%, 2/15/28 | 2/20 at 100.00 | AA– | 2,853,994 | ||||||
| University of Connecticut, General Obligation Bonds, Series 2013A: | ||||||||||
| 2,290 | 5.000%, 8/15/20 | No Opt. Call | AA– | 2,556,693 | ||||||
| 2,500 | 5.000%, 8/15/32 | 8/23 at 100.00 | AA– | 2,910,200 | ||||||
| 760 | University of Connecticut, General Obligation Bonds, Series 2014A, 5.000%, 2/15/31 | 2/24 at 100.00 | AA– | 868,536 | ||||||
| University of Connecticut, General Obligation Bonds, Series 2015A: | ||||||||||
| 1,500 | 5.000%, 2/15/29 | 2/25 at 100.00 | AA– | 1,759,155 | ||||||
| 1,415 | 5.000%, 2/15/34 | 2/25 at 100.00 | AA– | 1,614,614 | ||||||
| 2,500 | University of Connecticut, General Obligation Bonds, Series 2016A, 5.000%, 3/15/32 | 3/26 at 100.00 | AA– | 2,896,225 | ||||||
| 1,790 | Virgin Islands Public Finance Authority, Gross Receipts Taxes Loan Note, Refunding Series 2012A, 5.000%, 10/01/32 – AGM Insured | 10/22 at 100.00 | AA | 1,897,167 | ||||||
| 44,965 | Total Tax Obligation/Limited | 50,751,670 | ||||||||
| Transportation – 0.2% (0.2% of Total Investments) | ||||||||||
| 450 | Virgin Islands Port Authority, Marine Revenue Bonds, Refunding Series 2014B, 5.000%, 9/01/44 | 9/24 at 100.00 | BBB+ | 467,820 | ||||||
| U.S. Guaranteed – 21.1% (13.3% of Total Investments) (5) | ||||||||||
| 1,000 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Connecticut College, Series 2007G, 4.500%, 7/01/37 (Pre-refunded 7/01/17) – NPFG Insured | 7/17 at 100.00 | AA– (5) | 1,003,090 | ||||||
| 115 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Hospital For Special Care, Series 2007C, 5.250%, 7/01/37 (Pre-refunded 7/01/17) – AGC Insured | 7/17 at 100.00 | AA (5) | 115,427 | ||||||
| Connecticut Health and Educational Facilities Authority, Revenue Bonds, Hospital For Special Care, Series 2007C: | ||||||||||
| 645 | 5.250%, 7/01/32 (Pre-refunded 7/01/17) – AGC Insured | 7/17 at 100.00 | AA (5) | 647,393 | ||||||
| 185 | 5.250%, 7/01/37 (Pre-refunded 7/01/17) – AGC Insured | 7/17 at 100.00 | AA (5) | 185,686 | ||||||
| 4,405 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Quinnipiac University, Series 2007-I, 5.000%, 7/01/25 (Pre-refunded 7/01/17) – NPFG Insured | 7/17 at 100.00 | AA– (5) | 4,420,462 | ||||||
| 4,140 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Wesleyan University, Series 2010G, 5.000%, 7/01/35 (Pre-refunded 7/01/20) | 7/20 at 100.00 | AA (5) | 4,637,504 | ||||||
| 775 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, William W. Backus Hospital, Series 2005F, 5.125%, 7/01/35 (Pre-refunded 7/01/18) – AGM Insured | 7/18 at 100.00 | AA (5) | 811,247 | ||||||
| 1,240 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Yale-New Haven Hospital, Series 2010M, 5.500%, 7/01/40 (Pre-refunded 7/01/20) | 7/20 at 100.00 | Aa3 (5) | 1,407,784 | ||||||
| 17,000 | Connecticut Health and Educational Facilities Authority, Revenue Bonds, Yale University, Series 2007, 5.050%, 7/01/42 (Pre-refunded 7/01/17) (UB) (4) | 7/17 at 100.00 | AAA | 17,060,690 | ||||||
| 1,125 | Connecticut State Development Authority, Health Facilities Revenue Bonds, Alzheimer’s Resource Center of Connecticut, Inc., Series 2007, 5.500%, 8/15/27 (Pre-refunded 8/15/17) | 8/17 at 100.00 | N/R (5) | 1,135,676 |
|
NUVEEN
|
23
|
| NTC | Nuveen Connecticut Quality Municipal Income Fund | |
| Portfolio of Investments (continued) | May 31, 2017 |
| Principal | Optional Call | |||||||||
| Amount (000) | Description (1) | Provisions (2) | Ratings (3) | Value | ||||||
| U.S. Guaranteed (5) (continued) | ||||||||||
| $ | 5,000 | Connecticut State, Special Tax Obligation Bonds, Transportation Infrastructure Series 2007A, 5.000%, 8/01/27 (Pre-refunded 8/01/17) – AMBAC Insured | 8/17 at 100.00 | AA (5) | $ | 5,035,300 | ||||
| 870 | Hartford, Connecticut, General Obligation Bonds, Series 2009A, 5.000%, 8/15/28 (Pre-refunded 8/15/19) – AGC Insured | 8/19 at 100.00 | AA (5) | 946,464 | ||||||
| 40 | New Haven, Connecticut, General Obligation Bonds, Series 2002A, 5.250%, 11/01/17 – AMBAC Insured (ETM) | 7/17 at 100.00 | A– (5) | 40,691 | ||||||
| 2,220 | Oregon State, General Obligation Bonds, Oregon University System Projects, Series 2011G, 5.000%, 8/01/36 (Pre-refunded 8/02/21) | 8/21 at 100.00 | N/R (5) | 2,571,470 | ||||||
| 1,010 | Puerto Rico Public Finance Corporation, Commonwealth Appropriation Bonds, Series 1998A, 5.125%, 6/01/24 – AMBAC Insured (ETM) | No Opt. Call | Aaa | 1,153,925 | ||||||
| 1,725 | Stamford, Connecticut, Special Obligation Revenue Bonds, Mill River Corridor Project, Series 2011aA, 7.000%, 4/01/41 (Pre-refunded 4/01/21) | 4/21 at 100.00 | N/R (5) | 2,095,461 | ||||||
| 41,495 | Total U.S. Guaranteed | 43,268,270 | ||||||||
| Utilities – 6.2% (3.9% of Total Investments) | ||||||||||
| 4,375 | Connecticut Development Authority, Water Facility Revenue Bonds, Aquarion Water Company Project, Series 2007, 5.100%, 9/01/37 – SYNCORA GTY Insured (Alternative Minimum Tax) | 9/17 at 100.00 | N/R | 4,395,300 | ||||||
| Connecticut Municipal Electric Energy Cooperative, Power Supply System Revenue Bonds, Tender Option Bond Trust 2016-XG0059: | ||||||||||
| 1,295 | 14.887%, 1/01/32 (IF) (4) | 1/23 at 100.00 | Aa3 | 1,946,657 | ||||||
| 410 | 14.757%, 1/01/38 (IF) (4) | 1/23 at 100.00 | Aa3 | 598,264 | ||||||
| Connecticut Transmission Municipal Electric Energy Cooperative, Transmission System Revenue Bonds, Series 2012A: | ||||||||||
| 655 | 5.000%, 1/01/31 | 1/22 at 100.00 | Aa3 | 745,875 | ||||||
| 500 | 5.000%, 1/01/32 | 1/22 at 100.00 | Aa3 | 568,190 | ||||||
| 2,830 | 5.000%, 1/01/42 | 1/22 at 100.00 | Aa3 | 3,168,383 | ||||||
| 1,380 | Eastern Connecticut Resource Recovery Authority, Solid Waste Revenue Bonds, Wheelabrator Lisbon Project, Series 1993A, 5.500%, 1/01/20 (Alternative Minimum Tax) | 7/17 at 100.00 | A– | 1,385,327 | ||||||
| 11,445 | Total Utilities | 12,807,996 | ||||||||
| Water and Sewer – 18.4% (11.7% of Total Investments) | ||||||||||
| Greater New Haven Water Pollution Control Authority, Connecticut, Regional Wastewater System Revenue Bonds, Refunding Series 2014B: | ||||||||||
| 500 | 5.000%, 8/15/30 | 8/24 at 100.00 | AA | 585,085 | ||||||
| 1,000 | 5.000%, 8/15/31 | 8/24 at 100.00 | AA | 1,165,310 | ||||||
| 500 | 5.000%, 8/15/32 | 8/24 at 100.00 | AA | 578,370 | ||||||
| 55 | Greater New Haven Water Pollution Control Authority, Connecticut, Regional Wastewater System Revenue Bonds, Series 2005A, 5.000%, 8/15/35 – NPFG Insured | 11/17 at 100.00 | AA | 55,175 | ||||||
| 2,050 | Guam Government Waterworks Authority, Water and Wastewater System Revenue Bonds, Series 2010, 5.625%, 7/01/40 | 7/20 at 100.00 | A– | 2,188,580 | ||||||
| 1,125 | Guam Government Waterworks Authority, Water and Wastewater System Revenue Bonds, Series 2016, 5.000%, 1/01/46 | 7/26 at 100.00 | A– | 1,231,470 | ||||||
| 6,815 | Hartford County Metropolitan District, Connecticut, Clean Water Project Revenue Bonds, Refunding Green Bond Series 2014A, 5.000%, 11/01/42 | 11/24 at 100.00 | AA | 7,686,161 | ||||||
| Hartford County Metropolitan District, Connecticut, Clean Water Project Revenue Bonds, Series 2013A: | ||||||||||
| 4,100 | 5.000%, 4/01/36 | 4/22 at 100.00 | AA | 4,621,520 | ||||||
| 2,500 | 5.000%, 4/01/39 | 4/22 at 100.00 | AA | 2,802,150 | ||||||
| 795 | South Central Connecticut Regional Water Authority Water System Revenue Bonds, Thirtieth Series 2014A, 5.000%, 8/01/44 | 8/24 at 100.00 | AA– | 897,913 | ||||||
| South Central Connecticut Regional Water Authority, Water System Revenue Bonds, Refunding Thirty-Second Series 2016B: | ||||||||||
| 1,470 | 4.000%, 8/01/36 | 8/26 at 100.00 | AA– | 1,576,031 | ||||||
| 3,330 | 5.000%, 8/01/37 | 8/26 at 100.00 | AA– | 3,880,482 |
|
24
|
NUVEEN
|
| Principal | Optional Call | |||||||||
| Amount (000) | Description (1) | Provisions (2) | Ratings (3) | Value | ||||||
| Water and Sewer (continued) | ||||||||||
| $ | 4,870 | South Central Connecticut Regional Water Authority, Water System Revenue Bonds, Twentieth-Sixth Series, 2011, 5.000%, 8/01/41 | 8/21 at 100.00 | AA– | $ | 5,465,163 | ||||
| 4,000 | South Central Connecticut Regional Water Authority, Water System Revenue Bonds, Twenty-Seventh Series 2012, 5.000%, 8/01/33 | 8/22 at 100.00 | AA– | 4,569,960 | ||||||
| 500 | Stamford, Connecticut, Water Pollution Control System and Facility Revenue Bonds, Series 2013A, 5.250%, 8/15/43 | 8/23 at 100.00 | AA+ | 581,685 | ||||||
| 33,610 | Total Water and Sewer | 37,885,055 | ||||||||
| $ | 293,375 | Total Long-Term Investments (cost $311,020,329) | 324,852,760 | |||||||
| Floating Rate Obligations – (6.2)% | (12,750,000 | ) | ||||||||
| Variable Rate MuniFund Term Preferred Shares, net of deferred offering costs – (54.5)% (6) | (111,982,803 | ) | ||||||||
| Other Assets Less Liabilities – 2.6% | 5,384,290 | |||||||||
| Net Assets Applicable to Common Shares – 100% | $ | 205,504,247 | ||||||||
| (1) | All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise noted. |
| (2) | Optional Call Provisions: Dates (month and year) and prices of the earliest optional call or redemption. There may be other call provisions at varying prices at later dates. Certain mortgage-backed securities may be subject to periodic principal paydowns. Optional Call Provisions are not covered by the report of independent registered public accounting firm. |
| (3) | For financial reporting purposes, the ratings disclosed are the highest of Standard & Poor’s Group (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) rating. This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Ratings below BBB by Standard & Poor’s, Baa by Moody’s or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies. Ratings are not covered by the report of independent registered public accounting firm. |
| (4) | Investment, or portion of investment, has been pledged to collateralize the net payment obligations for investments in inverse floating rate transactions. |
| (5) | Backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities, which ensure the timely payment of principal and interest. Certain bonds backed by U.S. Government or agency securities are recognized as having an implied rating equal to the rating of such securities. |
| (6) | Variable Rate MuniFund Term Preferred Shares, net of deferred offering costs as a percentage of Total Investments is 34.5%. |
| (ETM) | Escrowed to maturity. |
| (IF) | Inverse floating rate investment. |
| (UB) | Underlying bond of an inverse floating rate trust reflected as a financing transaction. See Notes to Financial Statements, Note 3 – Portfolio Securities and Investments in Derivatives, Inverse Floating Rate Securities for more information. |
See accompanying notes to financial statements.
|
NUVEEN
|
25
|
| NMT | ||
| Nuveen Massachusetts Quality Municipal Income Fund | ||
| Portfolio of Investments | May 31, 2017 |
| Principal | Optional Call | |||||||||
| Amount (000) | Description (1) | Provisions (2) | Ratings (3) | Value | ||||||
| LONG-TERM INVESTMENTS – 151.8% (100.0% of Total Investments) | ||||||||||
| MUNICIPAL BONDS – 151.8% (100.0% of Total Investments) | ||||||||||
| Education and Civic Organizations – 39.8% (26.2% of Total Investments) | ||||||||||
| $ | 3,515 | Massachusetts Development Finance Agency, Revenue Bonds, Berklee College of Music, Series 2016, 5.000%, 10/01/39 | 10/26 at 100.00 | A | $ | 4,077,223 | ||||
| 2,200 | Massachusetts Development Finance Agency, Revenue Bonds, Boston College, Series 2013S, 5.000%, 7/01/38 | 7/23 at 100.00 | AA– | 2,515,216 | ||||||
| 730 | Massachusetts Development Finance Agency, Revenue Bonds, Boston College, Series 2017T, 5.000%, 7/01/42 | 7/27 at 100.00 | AA– | 864,583 | ||||||
| Massachusetts Development Finance Agency, Revenue Bonds, Boston University, Tender Option Bond Trust 2016-XG0070: | ||||||||||
| 1,880 | 14.747%, 10/01/48 (IF) (4) | 10/23 at 100.00 | A+ | 2,832,051 | ||||||
| 575 | 14.666%, 10/01/48 (IF) (4) | 10/23 at 100.00 | A+ | 865,829 | ||||||
| 1,400 | Massachusetts Development Finance Agency, Revenue Bonds, Emerson College, Series 2010A, 5.000%, 1/01/40 | 1/20 at 100.00 | BBB+ | 1,464,806 | ||||||
| 2,150 | Massachusetts Development Finance Agency, Revenue Bonds, Lesley University, Series 2011B-1, 5.250%, 7/01/33 – AGM Insured | 7/21 at 100.00 | AA | 2,399,830 | ||||||
| 1,955 | Massachusetts Development Finance Agency, Revenue Bonds, Lesley University, Series 2016, 5.000%, 7/01/35 | 7/26 at 100.00 | A– | 2,247,057 | ||||||
| Massachusetts Development Finance Agency, Revenue Bonds, MCPHS University Issue, Series 2015H: | ||||||||||
| 450 | 3.500%, 7/01/35 | 7/25 at 100.00 | AA | 461,700 | ||||||
| 190 | 5.000%, 7/01/37 | 7/25 at 100.00 | AA | 218,268 | ||||||
| 1,000 | Massachusetts Development Finance Agency, Revenue Bonds, Merrimack College, Series 2017, 5.000%, 7/01/47 | 7/26 at 100.00 | BBB– | 1,084,440 | ||||||
| 550 | Massachusetts Development Finance Agency, Revenue Bonds, Northeastern University, Series 2012, 5.000%, 10/01/31 | 10/22 at 100.00 | A2 | 626,192 | ||||||
| Massachusetts Development Finance Agency, Revenue Bonds, Northeastern University, Series 2014A: | ||||||||||
| 875 | 5.000%, 3/01/39 | 3/24 at 100.00 | A2 | 981,173 | ||||||
| 1,400 | 5.000%, 3/01/44 | 3/24 at 100.00 | A2 | 1,563,534 | ||||||
| 500 | Massachusetts Development Finance Agency, Revenue Bonds, Simmons College, Series 2013J, 5.250%, 10/01/39 | 10/23 at 100.00 | BBB+ | 557,710 | ||||||
| 1,230 | Massachusetts Development Finance Agency, Revenue Bonds, Sterling and Francine Clark Art Institute, Series 2015, 5.000%, 7/01/33 | 7/25 at 100.00 | AA | 1,442,962 | ||||||
| 3,000 | Massachusetts Development Finance Agency, Revenue Bonds, The Broad Institute, Series 2011A, 5.250%, 4/01/37 | 4/21 at 100.00 | AA– | 3,368,340 | ||||||
| 875 | Massachusetts Development Finance Agency, Revenue Bonds, Tufts University, Series 2015Q, 5.000%, 8/15/38 | 8/25 at 100.00 | Aa2 | 1,013,828 | ||||||
| 500 | Massachusetts Development Finance Agency, Revenue Bonds, Worcester Polytechnic Institute, Series 2007, 5.000%, 9/01/37 – NPFG Insured | 9/17 at 100.00 | AA– | 504,755 | ||||||
| 1,365 | Massachusetts Development Finance Agency, Revenue Bonds, Worcester Polytechnic Institute, Series 2012, 5.000%, 9/01/50 | 9/22 at 100.00 | A1 | 1,507,806 | ||||||
| 500 | Massachusetts Development Finance Authority, Revenue Bonds, Suffolk University, Refunding Series 2017, 5.000%, 7/01/35 | 7/27 at 100.00 | Baa2 | 569,630 | ||||||
| 3,000 | Massachusetts Development Finance Authority, Revenue Bonds, WGBH Educational Foundation, Series 2002A, 5.750%, 1/01/42 – AMBAC Insured | No Opt. Call | A+ | 4,146,059 | ||||||
| 5,275 | Massachusetts Development Finance Authority, Revenue Bonds, WGBH Educational Foundation, Series 2008A, 5.000%, 1/01/42 – AGC Insured | 1/18 at 100.00 | A3 | 5,383,292 |
|
26
|
NUVEEN
|
| Principal | Optional Call | |||||||||
| Amount (000) | Description (1) | Provisions (2) | Ratings (3) | Value | ||||||
| Education and Civic Organizations (continued) | ||||||||||
| $ | 875 | Massachusetts Development Finance Authority, Revenue Bonds, WGBH Educational Foundation, Series 2016, 4.000%, 1/01/38 | 7/26 at 100.00 | A+ | $ | 921,305 | ||||
| Massachusetts Development Finance Authority, Revenue Refunding Bonds, Boston University, Series 1999P: | ||||||||||
| 1,090 | 6.000%, 5/15/29 | No Opt. Call | A1 | 1,370,817 | ||||||
| 1,000 | 6.000%, 5/15/59 | 5/29 at 105.00 | A1 | 1,278,760 | ||||||
| 245 | Massachusetts Educational Financing Authority, Education Loan Revenue Bonds, Series 2008H, 6.350%, 1/01/30 – AGC Insured (Alternative Minimum Tax) | 1/18 at 100.00 | AA | 256,557 | ||||||
| 635 | Massachusetts Educational Financing Authority, Educational Loan Revenue, Series 2011J, 5.625%, 7/01/33 (Alternative Minimum Tax) | 7/21 at 100.00 | AA | 689,178 | ||||||
| 255 | Massachusetts Health and Educational Facilities Authority, Revenue Bonds, Northeastern University, Series 2010A, 4.875%, 10/01/35 | 10/20 at 100.00 | A2 | 278,779 | ||||||
| 165 | Massachusetts Health and Educational Facilities Authority, Revenue Bonds, Suffolk University, Refunding Series 2009A, 5.750%, 7/01/39 | 7/19 at 100.00 | BBB | 177,756 | ||||||
| 2,030 | Massachusetts Health and Educational Facilities Authority, Revenue Bonds, Wheaton College Issues, Series 2010F, 5.000%, 1/01/41 | 1/20 at 100.00 | A3 | 2,189,477 | ||||||
| 2,000 | University of Massachusetts Building Authority, Project Revenue Bonds, Senior Series 2014-1, 5.000%, 11/01/44 | 11/24 at 100.00 | Aa2 | 2,288,460 | ||||||
| 4,000 | University of Massachusetts Building Authority, Project Revenue Bonds, Senior Series 2015-1, 5.000%, 11/01/40 | 11/25 at 100.00 | Aa2 | 4,658,959 | ||||||
| 47,410 | Total Education and Civic Organizations | 54,806,332 | ||||||||
| Health Care – 31.9% (21.0% of Total Investments) | ||||||||||
| 1,000 | Massachusetts Development Finance Agency Revenue Bonds, Children’s Hospital Issue, Series 2014P, 5.000%, 10/01/46 | 10/24 at 100.00 | AA | 1,151,340 | ||||||
| 1,340 | Massachusetts Development Finance Agency Revenue Bonds, South Shore Hospital, Series 2016I, 5.000%, 7/01/41 | 7/26 at 100.00 | A– | 1,495,212 | ||||||
| 1,410 | Massachusetts Development Finance Agency, Hospital Revenue Bonds, Cape Cod Healthcare Obligated Group, Series 2013, 5.250%, 11/15/41 | 11/23 at 100.00 | A | 1,595,796 | ||||||
| 1,000 | Massachusetts Development Finance Agency, Revenue Bonds, Baystate Medical Center Issue, Series 2014N, 5.000%, 7/01/44 | 7/24 at 100.00 | A+ | 1,114,590 | ||||||
| Massachusetts Development Finance Agency, Revenue Bonds, Berkshire Health Systems, Series 2012G: | ||||||||||
| 895 | 5.000%, 10/01/29 | 10/21 at 100.00 | A | 986,612 | ||||||
| 700 | 5.000%, 10/01/31 | 10/21 at 100.00 | A | 766,899 | ||||||
| 500 | Massachusetts Development Finance Agency, Revenue Bonds, Boston Medical Center Issue, Series 2016E, 5.000%, 7/01/32 | 7/26 at 100.00 | BBB | 559,565 | ||||||
| Massachusetts Development Finance Agency, Revenue Bonds, CareGroup Issue, Refunding Series 2016-I: | ||||||||||
| 1,200 | 5.000%, 7/01/29 | 7/26 at 100.00 | A– | 1,430,064 | ||||||
| 1,500 | 5.000%, 7/01/37 | 7/26 at 100.00 | A– | 1,729,215 | ||||||
| Massachusetts Development Finance Agency, Revenue Bonds, CareGroup Issue, Series 2015H-1: | ||||||||||
| 900 | 5.000%, 7/01/30 | 7/25 at 100.00 | A– | 1,048,698 | ||||||
| 1,000 | 5.000%, 7/01/32 | 7/25 at 100.00 | A– | 1,148,780 | ||||||
| 500 | 5.000%, 7/01/33 | 7/25 at 100.00 | A– | 570,525 | ||||||
| 1,000 | Massachusetts Development Finance Agency, Revenue Bonds, Covenant Health System Obligated Group, Series 2012, 5.000%, 7/01/31 | 7/22 at 100.00 | A– | 1,090,660 | ||||||
| 2,800 | Massachusetts Development Finance Agency, Revenue Bonds, Dana-Farber Cancer Institute Issue, Series 2016N, 5.000%, 12/01/46 | 12/26 at 100.00 | A1 | 3,200,204 | ||||||
| Massachusetts Development Finance Agency, Revenue Bonds, Lahey Health System Obligated Group Issue, Series 2015F: | ||||||||||
| 1,345 | 5.000%, 8/15/35 | 8/25 at 100.00 | A+ | 1,541,424 | ||||||
| 3,500 | 5.000%, 8/15/45 | 8/25 at 100.00 | A+ | 3,943,274 |
|
NUVEEN
|
27
|
| NMT | Nuveen Massachusetts Quality Municipal Income Fund | |
| Portfolio of Investments (continued) | May 31, 2017 |
| Principal | Optional Call | |||||||||
| Amount (000) | Description (1) | Provisions (2) | Ratings (3) | Value | ||||||
| Health Care (continued) | ||||||||||
| $ | 1,080 | Massachusetts Development Finance Agency, Revenue Bonds, Milford Regional Medical Center Issue, Series 2014F, 5.750%, 7/15/43 | 7/23 at 100.00 | BBB– | $ | 1,209,038 | ||||
| 1,950 | Massachusetts Development Finance Agency, Revenue Bonds, Partners HealthCare System Issue, Series 2016Q, 5.000%, 7/01/47 | 7/26 at 100.00 | AA– | 2,209,682 | ||||||
| 2,200 | Massachusetts Development Finance Agency, Revenue Bonds, Partners HealthCare System, Series 2011K-6, 5.375%, 7/01/41 | 7/20 at 100.00 | AA– | 2,422,310 | ||||||
| 1,000 | Massachusetts Development Finance Agency, Revenue Bonds, Partners HealthCare System, Series 2012L, 5.000%, 7/01/36 | 7/21 at 100.00 | AA– | 1,117,890 | ||||||
| 820 | Massachusetts Development Finance Agency, Revenue Bonds, Southcoast Health System Obligated Group Issue, Series 2013F, 5.000%, 7/01/37 | 7/23 at 100.00 | A3 | 911,036 | ||||||
| Massachusetts Development Finance Agency, Revenue Bonds, The Lowell General Hospital, Series 2013G: | ||||||||||
| 1,000 | 5.000%, 7/01/37 | 7/23 at 100.00 | BBB+ | 1,075,850 | ||||||
| 2,200 | 5.000%, 7/01/44 | 7/23 at 100.00 | BBB+ | 2,347,048 | ||||||
| 610 | Massachusetts Development Finance Agency, Revenue Bonds, UMass Memorial Health Care Obligated Group Issue, Series 2017K, 5.000%, 7/01/38 | 1/27 at 100.00 | BBB+ | 688,702 | ||||||
| 445 | Massachusetts Development Finance Agency, Revenue Bonds, UMass Memorial Health Care, Series 2016I, 5.000%, 7/01/36 | 7/26 at 100.00 | BBB+ | 496,175 | ||||||
| 500 | Massachusetts Development Finance Agency, Revenue Bonds, UMass Memorial Health, Series 2011H, 5.500%, 7/01/31 | 7/21 at 100.00 | BBB+ | 556,230 | ||||||
| 945 | Massachusetts Health and Educational Facilities Authority, Partners HealthCare System Inc., Series 2007G, 5.000%, 7/01/32 | 7/17 at 100.00 | AA– | 948,119 | ||||||
| 160 | Massachusetts Health and Educational Facilities Authority, Revenue Bonds, Baystate Medical Center, Series 2009I, 5.750%, 7/01/36 | 7/19 at 100.00 | A+ | 175,699 | ||||||
| 2,000 | Massachusetts Health and Educational Facilities Authority, Revenue Bonds, Children’s Hospital, Series 2009M, 5.500%, 12/01/39 | 12/19 at 100.00 | AA | 2,182,800 | ||||||
| 2,500 | Massachusetts Health and Educational Facilities Authority, Revenue Bonds, Dana-Farber Cancer Institute, Series 2008K, 5.000%, 12/01/37 | 12/18 at 100.00 | A1 | 2,639,275 | ||||||
| 1,495 | Massachusetts Health and Educational Facilities Authority, Revenue Bonds, Milford Regional Medical Center, Series 2007E, 5.000%, 7/15/32 | 7/17 at 100.00 | BBB– | 1,500,337 | ||||||
| 39,495 | Total Health Care | 43,853,049 | ||||||||
| Housing/Multifamily – 3.1% (2.0% of Total Investments) | ||||||||||
| 500 | Boston Housing Authority, Massachusetts, Capital Program Revenue Bonds, Series 2008, 5.000%, 4/01/20 – AGM Insured | 4/18 at 100.00 | AA | 516,765 | ||||||
| 2,465 | Massachusetts Development Finance Authority, Multifamily Housing Revenue Bonds, Emerson Manor Project, Series 2007, 4.800%, 7/20/48 | 7/17 at 100.00 | BB– | 2,468,796 | ||||||
| 1,295 | Massachusetts Housing Finance Agency, Housing Bonds, Series 2003H, 5.125%, 6/01/43 | 7/17 at 100.00 | AA | 1,296,580 | ||||||
| 4,260 | Total Housing/Multifamily | 4,282,141 | ||||||||
| Long-Term Care – 3.6% (2.4% of Total Investments) | ||||||||||
| 460 | Massachusetts Development Finance Agency, Revenue Bonds, Berkshire Retirement Community Lennox, Series 2015, 5.000%, 7/01/31 | 7/25 at 100.00 | A | 526,659 | ||||||
| 285 | Massachusetts Development Finance Agency, Revenue Bonds, Carleton-Willard Village, Series 2010, 5.625%, 12/01/30 | 12/19 at 100.00 | A– | 308,703 | ||||||
| 1,000 | Massachusetts Development Finance Agency, Revenue Bonds, Loomis Communities, Series 2013A, 5.250%, 1/01/26 | 1/23 at 100.00 | BBB– | 1,122,500 | ||||||
| 500 | Massachusetts Development Finance Agency, Revenue Bonds, North Hill Communities Issue, Series 2013A, 6.250%, 11/15/28 | 11/23 at 100.00 | N/R | 538,820 | ||||||
| 2,410 | Massachusetts Development Finance Agency, Revenue Bonds, Orchard Cove, Series 2007, 5.250%, 10/01/26 | 10/17 at 100.00 | N/R | 2,420,050 | ||||||
| 4,655 | Total-Long Term Care | 4,916,732 |
|
28
|
NUVEEN
|
| Principal | Optional Call | |||||||||
| Amount (000) | Description (1) | Provisions (2) | Ratings (3) | Value | ||||||
| Tax Obligation/General – 15.7% (10.4% of Total Investments) | ||||||||||
| $ | 2,000 | Hampden-Wilbraham Regional School District, Hampden County, Massachusetts, General Obligation Bonds, Series 2011, 5.000%, 2/15/41 | 2/21 at 100.00 | Aa3 | $ | 2,211,620 | ||||
| 1,250 | Hudson, Massachusetts, General Obligation Bonds, Municipal Purpose Loan Series 2011, 5.000%, 2/15/32 | 2/20 at 100.00 | AA | 1,363,288 | ||||||
| 1,010 | Massachusetts Bay Transportation Authority, General Obligation Transportation System Bonds, Series 1991A, 7.000%, 3/01/21 | No Opt. Call | AA+ | 1,154,743 | ||||||
| 2,440 | Massachusetts State, General Obligation Bonds, Consolidated Loan, Refunding Series 2014C, 5.000%, 8/01/22 | No Opt. Call | AA+ | 2,896,963 | ||||||
| 1,500 | Massachusetts State, General Obligation Bonds, Consolidated Loan, Series 2004B, 5.250%, 8/01/21 – AGM Insured | No Opt. Call | AA+ | 1,753,365 | ||||||
| 2,000 | Massachusetts State, General Obligation Bonds, Consolidated Loan, Series 2015C, 5.000%, 7/01/45 | 7/25 at 100.00 | AA+ | 2,314,700 | ||||||
| 1,000 | Newburyport, Massachusetts, General Obligation Bonds, Municipal Purpose Loan, Refunding Series 2013, 4.000%, 1/15/30 | 1/23 at 100.00 | AAA | 1,081,450 | ||||||
| 1,775 | North Reading, Massachusetts, General Obligation Bonds, Municipal Purpose Loan Series 2012, 5.000%, 5/15/35 – AMBAC Insured | 5/22 at 100.00 | Aa2 | 2,028,630 | ||||||
| 1,760 | Norwell, Massachusetts, General Obligation Bonds, Series 2003, 5.000%, 11/15/20 – FGIC Insured | No Opt. Call | AAA | 1,966,026 | ||||||
| Quincy, Massachusetts, General Obligation Bonds, State Qualified Municipal Purpose Loan Series 2011: | ||||||||||
| 1,280 | 5.125%, 12/01/33 | 12/20 at 100.00 | Aa2 | 1,422,349 | ||||||
| 2,000 | 5.250%, 12/01/38 | 12/20 at 100.00 | Aa2 | 2,227,980 | ||||||
| 1,220 | Worcester, Massachusetts, General Obligation Bonds, Series 2005A, 5.000%, 7/01/19 – FGIC Insured | 7/17 at 100.00 | AA | 1,249,866 | ||||||
| 19,235 | Total Tax Obligation/General | 21,670,980 | ||||||||
| Tax Obligation/Limited – 18.1% (11.9% of Total Investments) | ||||||||||
| Government of Guam, Business Privilege Tax Bonds, Series 2011A: | ||||||||||
| 2,000 | 5.250%, 1/01/36 | 1/22 at 100.00 | A | 2,132,140 | ||||||
| 1,310 | 5.125%, 1/01/42 | 1/22 at 100.00 | A | 1,380,937 | ||||||
| Government of Guam, Business Privilege Tax Bonds, Series 2012B-1: | ||||||||||
| 400 | 5.000%, 1/01/37 | 1/22 at 100.00 | A | 420,692 | ||||||
| 1,055 | 5.000%, 1/01/42 | 1/22 at 100.00 | A | 1,105,503 | ||||||
| 855 | Martha’s Vineyard Land Bank, Massachusetts, Revenue Bonds, Refunding Green Series 2014, 5.000%, 5/01/33 – BAM Insured | 11/24 at 100.00 | AA | 983,874 | ||||||
| 500 | Martha’s Vineyard Land Bank, Massachusetts, Revenue Refunding Bonds, Green Bonds, Series 2017, 5.000%, 5/01/35 – BAM Insured | 5/27 at 100.00 | AA | 591,810 | ||||||
| 1,000 | Massachusetts Bay Transportation Authority, Assessment Bonds, Series 2012A, 5.000%, 7/01/41 | 7/22 at 100.00 | AAA | 1,143,780 | ||||||
| 770 | Massachusetts Bay Transportation Authority, Sales Tax Revenue Bonds, Refunding Senior Lien Series 2004C, 5.250%, 7/01/21 | No Opt. Call | AA+ | 896,911 | ||||||
| 1,610 | Massachusetts College Building Authority, Project Revenue Bonds, Green Series 2014B, 5.000%, 5/01/44 | 5/24 at 100.00 | AA | 1,831,278 | ||||||
| 1,000 | Massachusetts College Building Authority, Project Revenue Refunding Bonds, Series 2003B, 5.375%, 5/01/23 – SYNCORA GTY Insured | No Opt. Call | Aa2 | 1,230,510 | ||||||
| 855 | Massachusetts College Building Authority, Revenue Bonds, Refunding Series 2012B, 5.000%, 5/01/37 | 5/22 at 100.00 | AA | 973,665 | ||||||
| 1,350 | Massachusetts School Building Authority, Dedicated Sales Tax Revenue Bonds, Senior Refunding Series 2015C, 5.000%, 8/15/37 | 8/25 at 100.00 | AA+ | 1,573,871 | ||||||
| 1,875 | Massachusetts School Building Authority, Dedicated Sales Tax Revenue Bonds, Senior Series 2013A, 5.000%, 5/15/38 | 5/23 at 100.00 | AA+ | 2,149,613 | ||||||
| Massachusetts School Building Authority, Dedicated Sales Tax Revenue Bonds, Series 2011B: | ||||||||||
| 975 | 5.000%, 10/15/35 | 10/21 at 100.00 | AA+ | 1,109,521 | ||||||
| 1,000 | 5.000%, 10/15/41 | 10/21 at 100.00 | AA+ | 1,132,100 |
|
NUVEEN
|
29
|
| NMT | Nuveen Massachusetts Quality Municipal Income Fund | |
| Portfolio of Investments (continued) | May 31, 2017 |
| Principal | Optional Call | |||||||||
| Amount (000) | Description (1) | Provisions (2) | Ratings (3) | Value | ||||||
| Tax Obligation/Limited (continued) | ||||||||||
| $ | 1,070 | Massachusetts State, Special Obligation Dedicated Tax Revenue Bonds, Series 2005, 5.000%, 1/01/20 – FGIC Insured | No Opt. Call | AA– | $ | 1,174,550 | ||||
| 1,500 | Massachusetts, Transportation Fund Revenue Bonds, Accelerated Bridge Program, Series 2013A, 5.000%, 6/01/38 | 6/21 at 100.00 | AAA | 1,687,080 | ||||||
| 1,500 | Massachusetts, Transportation Fund Revenue Bonds, Rail Enhancement Program, Series 2015A, 5.000%, 6/01/45 | 6/25 at 100.00 | AAA | 1,742,055 | ||||||
| 520 | Virgin Islands Public Finance Authority, Gross Receipts Taxes Loan Note, Refunding Series 2012A, 5.000%, 10/01/32 – AGM Insured | 10/22 at 100.00 | AA | 551,132 | ||||||
| 1,000 | Virgin Islands Public Finance Authority, Matching Fund Loan Notes Revenue Bonds, Series 2012A, 5.000%, 10/01/32 – AGM Insured | 10/22 at 100.00 | AA | 1,059,870 | ||||||
| 22,145 | Total Tax Obligation/Limited | 24,870,892 | ||||||||
| Transportation – 9.1% (6.0% of Total Investments) | ||||||||||
| 400 | Massachusetts Department of Transportation, Metropolitan Highway System Revenue Bonds, Commonwealth Contract Assistance Secured, Refunding Series 2010B, 5.000%, 1/01/35 | 1/20 at 100.00 | AA+ | 437,048 | ||||||
| 1,000 | Massachusetts Port Authority, Airport System Revenue Bonds, Series 2010A, 5.000%, 7/01/30 | 7/20 at 100.00 | AA | 1,106,500 | ||||||
| 1,000 | Massachusetts Port Authority, Revenue Bonds, Series 2012B, 5.000%, 7/01/33 | 7/22 at 100.00 | AA | 1,140,680 | ||||||
| Massachusetts Port Authority, Revenue Bonds, Series 2014A: | ||||||||||
| 1,000 | 5.000%, 7/01/39 | 7/24 at 100.00 | AA | 1,150,840 | ||||||
| 2,500 | 5.000%, 7/01/44 | 7/24 at 100.00 | AA | 2,866,675 | ||||||
| Massachusetts Port Authority, Revenue Bonds, Series 2015A: | ||||||||||
| 715 | 5.000%, 7/01/40 | 7/25 at 100.00 | AA | 830,873 | ||||||
| 1,000 | 5.000%, 7/01/45 | 7/25 at 100.00 | AA | 1,157,350 | ||||||
| 1,400 | Massachusetts Port Authority, Special Facilities Revenue Bonds, BOSFUEL Corporation, Series 2007, 5.000%, 7/01/32 – FGIC Insured (Alternative Minimum Tax) | 7/17 at 100.00 | AA– | 1,403,626 | ||||||
| 1,225 | Massachusetts Port Authority, Special Facilities Revenue Bonds, Delta Air Lines Inc., Series 2001A, 5.000%, 1/01/27 – AMBAC Insured (Alternative Minimum Tax) | 7/17 at 100.00 | N/R | 1,237,030 | ||||||
| 730 | Metropolitan Boston Transit Parking Corporation, Massachusetts, Systemwide Senior Lien Parking Revenue Bonds, Series 2011, 5.000%, 7/01/41 | 7/21 at 100.00 | A+ | 815,308 | ||||||
| 330 | Virgin Islands Port Authority, Marine Revenue Bonds, Refunding Series 2014B, 5.000%, 9/01/44 | 9/24 at 100.00 | BBB+ | 343,068 | ||||||
| 11,300 | Total Transportation | 12,488,998 | ||||||||
| U.S. Guaranteed – 19.2% (12.7% of Total Investments) (5) | ||||||||||
| 500 | Boston Water and Sewer Commission, Massachusetts, General Revenue Bonds, Refunding Senior Lien Series 2010A, 5.000%, 11/01/30 (Pre-refunded 11/01/19) | 11/19 at 100.00 | AA+ (5) | 547,840 | ||||||
| 195 | Massachusetts Bay Transportation Authority, General Obligation Transportation System Bonds, Series 1991A, 7.000%, 3/01/21 (Pre-refunded 3/01/18) | 3/18 at 100.00 | N/R (5) | 203,984 | ||||||
| Massachusetts Bay Transportation Authority, Sales Tax Revenue Bonds, Senior Lien Series 2006C: | ||||||||||
| 25 | 5.000%, 7/01/26 (Pre-refunded 7/01/18) | 7/18 at 100.00 | AA+ (5) | 26,125 | ||||||
| 975 | 5.000%, 7/01/26 (Pre-refunded 7/01/18) | 7/18 at 100.00 | AA+ (5) | 1,018,856 | ||||||
| 2,500 | Massachusetts College Building Authority, Project Revenue Bonds, Series 2008A, 5.000%, 5/01/33 (Pre-refunded 5/01/18) – AGC Insured | 5/18 at 100.00 | AA (5) | 2,595,075 | ||||||
| 750 | Massachusetts Development Finance Agency, Revenue Bonds, Boston University, Series 2009V-1, 5.000%, 10/01/29 (Pre-refunded 10/01/19) | 10/19 at 100.00 | A+ (5) | 819,825 | ||||||
| 1,000 | Massachusetts Development Finance Agency, Revenue Bonds, Sterling and Francine Clark Art Institute, Series 2011A, 5.000%, 7/01/41 (Pre-refunded 7/01/21) | 7/21 at 100.00 | AA (5) | 1,155,730 | ||||||
| 1,595 | Massachusetts Development Finance Agency, Revenue Bonds, Worcester Polytechnic Institute, Series 2007, 5.000%, 9/01/37 (Pre-refunded 9/01/17) – NPFG Insured | 9/17 at 100.00 | AA– (5) | 1,611,716 | ||||||
| 1,275 | Massachusetts Development Finance Authority, Revenue Bonds, WGBH Educational Foundation, Series 2008A, 5.000%, 1/01/42 (Pre-refunded 1/01/18) – AGC Insured | 1/18 at 100.00 | A3 (5) | 1,306,021 | ||||||
| 500 | Massachusetts Health and Educational Facilities Authority, Revenue Bonds, Cape Cod Healthcare Obligated Group, Series 2004D, 5.125%, 11/15/35 (Pre-refunded 11/15/19) – AGC Insured | 11/19 at 100.00 | AA (5) | 550,065 |
|
30
|
NUVEEN
|
| Principal | Optional Call | |||||||||
| Amount (000) | Description (1) | Provisions (2) | Ratings (3) | Value | ||||||
| U.S. Guaranteed (5) (continued) | ||||||||||
| $ | 410 | Massachusetts Health and Educational Facilities Authority, Revenue Bonds, CareGroup Inc., Series 1998A, 5.000%, 7/01/25 (Pre-refunded 7/01/21) – NPFG Insured | 7/21 at 100.00 | AA– (5) | $ | 465,756 | ||||
| Massachusetts Health and Educational Facilities Authority, Revenue Bonds, Caregroup Inc., Series B1 Capital Asset Program Converted June 13,2008: | ||||||||||
| 3,380 | 5.375%, 2/01/26 (Pre-refunded 8/01/18) – NPFG Insured | 8/18 at 100.00 | AA– (5) | 3,556,875 | ||||||
| 600 | 5.375%, 2/01/27 (Pre-refunded 8/01/18) – NPFG Insured | 8/18 at 100.00 | AA– (5) | 631,398 | ||||||
| 770 | 5.375%, 2/01/28 (Pre-refunded 8/01/18) – NPFG Insured | 8/18 at 100.00 | AA– (5) | 810,294 | ||||||
| Massachusetts Health and Educational Facilities Authority, Revenue Bonds, Caregroup Inc., Series B2, Capital Asset Program, Converted June 9, 2009: | ||||||||||
| 2,000 | 5.375%, 2/01/27 (Pre-refunded 8/01/18) – NPFG Insured | 8/18 at 100.00 | AA– (5) | 2,104,660 | ||||||
| 1,500 | 5.375%, 2/01/28 (Pre-refunded 8/01/18) – NPFG Insured | 8/18 at 100.00 | AA– (5) | 1,578,495 | ||||||
| 1,500 | Massachusetts Health and Educational Facilities Authority, Revenue Bonds, Springfield College, Series 2010, 5.500%, 10/15/31 (Pre-refunded 10/15/19) | 10/19 at 100.00 | N/R (5) | 1,659,360 | ||||||
| 335 | Massachusetts Health and Educational Facilities Authority, Revenue Bonds, Suffolk University, Refunding Series 2009A, 5.750%, 7/01/39 (Pre-refunded 7/01/19) | 7/19 at 100.00 | N/R (5) | 368,018 | ||||||
| 350 | Massachusetts Health and Educational Facilities Authority, Revenue Bonds, Tufts University, Series 2008O, 5.375%, 8/15/38 (Pre-refunded 8/15/18) | 8/18 at 100.00 | Aa2 (5) | 369,051 | ||||||
| 5 | Massachusetts School Building Authority, Dedicated Sales Tax Revenue Bonds, Series 2007A, 5.000%, 8/15/37 (Pre-refunded 8/15/17) – AMBAC Insured | 8/17 at 100.00 | AA+ (5) | 5,044 | ||||||
| Massachusetts Water Resources Authority, General Revenue Bonds, Series 2005A: | ||||||||||
| 95 | 5.000%, 8/01/28 (Pre-refunded 8/01/17) | 8/17 at 100.00 | Aa1 (5) | 95,663 | ||||||
| 1,405 | 5.000%, 8/01/28 (Pre-refunded 8/01/17) | 8/17 at 100.00 | AA+ (5) | 1,414,877 | ||||||
| 1,065 | Puerto Rico, Highway Revenue Bonds, Highway and Transportation Authority, Series 2003AA, 5.500%, 7/01/19 – NPFG Insured (ETM) | No Opt. Call | A3 (5) | 1,165,185 | ||||||
| 720 | Springfield Water and Sewer Commission, Massachusetts, General Revenue Bonds, Refunding Series 2010B, 5.000%, 11/15/30 (Pre-refunded 11/15/20) – AGC Insured | 11/20 at 100.00 | AA (5) | 817,114 | ||||||
| 1,510 | University of Massachusetts Building Authority, Project Revenue Bonds, Senior Lien Series 2009-1, 5.000%, 5/01/39 (Pre-refunded 5/01/19) | 5/19 at 100.00 | Aa2 (5) | 1,626,481 | ||||||
| 24,960 | Total U.S. Guaranteed | 26,503,508 | ||||||||
| Utilities – 4.6% (3.0% of Total Investments) | ||||||||||
| 2,580 | Guam Power Authority, Revenue Bonds, Series 2010A, 5.000%, 10/01/37 – AGM Insured | 10/20 at 100.00 | AA | 2,831,808 | ||||||
| 1,265 | Massachusetts Clean Energy Cooperative Corporation, Revenue Bonds, Massachusetts Municipal Lighting Plant Cooperative, Series 2013, 5.000%, 7/01/32 | 7/23 at 100.00 | A1 | 1,447,793 | ||||||
| 2,010 | Massachusetts Development Finance Agency, Resource Recovery Revenue Refunding Bonds, Covanta Energy Project, Series 2012B, 4.875%, 11/01/42 | 11/17 at 100.00 | BB+ | 2,014,181 | ||||||
| 5,855 | Total Utilities | 6,293,782 | ||||||||
| Water and Sewer – 6.7% (4.4% of Total Investments) | ||||||||||
| 565 | Guam Government Waterworks Authority, Water and Wastewater System Revenue Bonds, Refunding Series 2014A, 5.000%, 7/01/29 | 7/24 at 100.00 | A– | 636,619 | ||||||
| 420 | Guam Government Waterworks Authority, Water and Wastewater System Revenue Bonds, Series 2016, 5.000%, 1/01/46 | 7/26 at 100.00 | A– | 459,749 | ||||||
| 415 | Lynn Water and Sewer Commission, Massachusetts, General Revenue Bonds, Series 2003A, 5.000%, 12/01/32 – NPFG Insured | 7/17 at 100.00 | AA– | 416,320 | ||||||
| 2,300 | Massachusetts Clean Water Trust, State Revolving Fund Bonds, Green 18 Series 2015, 5.000%, 2/01/45 | 2/24 at 100.00 | AAA | 2,637,318 | ||||||
| 60 | Massachusetts Water Pollution Abatement Trust, Pooled Loan Program Bonds, Series 2003-9, 5.000%, 8/01/22 | 7/17 at 100.00 | AAA | 60,205 | ||||||
| 400 | Massachusetts Water Pollution Abatement Trust, Revenue Bonds, MWRA Loan Program, Series 2002A, 5.250%, 8/01/20 | 7/17 at 100.00 | AAA | 401,476 | ||||||
| Massachusetts Water Resources Authority, General Revenue Bonds, Refunding Series 2016B: | ||||||||||
| 455 | 5.000%, 8/01/40 | 8/26 at 100.00 | AA+ | 537,437 | ||||||
| 1,000 | 4.000%, 8/01/40 | 8/26 at 100.00 | AA+ | 1,066,370 |
|
NUVEEN
|
31
|
| NMT | Nuveen Massachusetts Quality Municipal Income Fund | |
| Portfolio of Investments (continued) | May 31, 2017 |
| Principal | Optional Call | |||||||||
| Amount (000) | Description (1) | Provisions (2) | Ratings (3) | Value | ||||||
| Water and Sewer (continued) | ||||||||||
| $ | 1,000 | Massachusetts Water Resources Authority, General Revenue Bonds, Series 2002J, 5.250%, 8/01/19 – AGM Insured | No Opt. Call | AA+ | $ | 1,094,740 | ||||
| 1,230 | Massachusetts Water Resources Authority, General Revenue Bonds, Series 2017B, 5.000%, 8/01/42 | 8/27 at 100.00 | AA+ | 1,471,547 | ||||||
| Springfield Water and Sewer Commission, Massachusetts, General Revenue Bonds, Series 2014A: | ||||||||||
| 185 | 5.000%, 7/15/22 | No Opt. Call | AA | 218,513 | ||||||
| 150 | 5.000%, 7/15/23 | No Opt. Call | AA | 180,797 | ||||||
| 8,180 | Total Water and Sewer | 9,181,091 | ||||||||
| $ | 187,495 | Total Long-Term Investments (cost $196,403,288) | 208,867,505 | |||||||
| Variable Rate Demand Preferred Shares, net of deferred offering costs – (53.6)% (6) | (73,720,188 | ) | ||||||||
| Other Assets Less Liabilities – 1.8% | 2,491,709 | |||||||||
| Net Assets Applicable to Common Shares – 100% | $ | 137,639,026 |
| (1) | All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise noted. |
| (2) | Optional Call Provisions: Dates (month and year) and prices of the earliest optional call or redemption. There may be other call provisions at varying prices at later dates. Certain mortgage-backed securities may be subject to periodic principal paydowns. Optional Call Provisions are not covered by the report of independent registered public accounting firm. |
| (3) | For financial reporting purposes, the ratings disclosed are the highest of Standard & Poor’s Group (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) rating. This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Ratings below BBB by Standard & Poor’s, Baa by Moody’s or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies. Ratings are not covered by the report of independent registered public accounting firm. |
| (4) | Investment, or portion of investment, has been pledged to collateralize the net payment obligations for investments in inverse floating rate transactions. |
| (5) | Backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities, which ensure the timely payment of principal and interest. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. |
| (6) | Variable Rate Demand Preferred Shares, net of deferred offering costs as a percentage of Total Investments is 35.3%. |
| (ETM) | Escrowed to maturity. |
| (IF) | Inverse floating rate investment. |
See accompanying notes to financial statements.
|
32
|
NUVEEN
|
| Statement of | ||
| Assets and Liabilities | May 31, 2017 |
| NTC | NMT | ||||||
| Assets | |||||||
| Long-term investments, at value (cost $311,020,329 and $196,403,288, respectively) | $ | 324,852,760 | $ | 208,867,505 | |||
| Cash | 1,760,990 | 193,297 | |||||
| Receivable for: | |||||||
| Interest | 4,706,729 | 2,989,646 | |||||
| Investments sold | 100,000 | — | |||||
| Other assets | 15,972 | 11,262 | |||||
| Total assets | 331,436,451 | 212,061,710 | |||||
| Liabilities | |||||||
| Floating rate obligations | 12,750,000 | — | |||||
| Payable for: | |||||||
| Dividends | 684,234 | 493,632 | |||||
| Interest | 165,484 | 571 | |||||
| Variable Rate MuniFund Term Preferred (“VMTP”) Shares, net of deferred offering costs (liquidation preference $112,000,000 and $—, respectively) | 111,982,803 | — | |||||
| Variable Rate Demand Preferred (“VRDP”) Shares, net of deferred offering costs (liquidation preference $— and $74,000,000, respectively) | — | 73,720,188 | |||||
| Accrued expenses: | |||||||
| Management fees | 169,653 | 111,748 | |||||
| Trustees fees | 14,252 | 2,335 | |||||
| Other | 165,778 | 94,210 | |||||
| Total liabilities | 125,932,204 | 74,422,684 | |||||
| Net assets applicable to common shares | $ | 205,504,247 | $ | 137,639,026 | |||
| Common shares outstanding | 14,533,976 | 9,348,160 | |||||
| Net asset value (“NAV”) per common share outstanding | $ | 14.14 | $ | 14.72 | |||
| Net assets applicable to common shares consist of: | |||||||
| Common shares, $0.01 par value per share | $ | 145,340 | $ | 93,482 | |||
| Paid-in surplus | 200,429,137 | 129,670,908 | |||||
| Undistributed (Over-distribution of) net investment income | (88,658 | ) | 60,306 | ||||
| Accumulated net realized gain (loss) | (8,814,003 | ) | (4,649,887 | ) | |||
| Net unrealized appreciation (depreciation) | 13,832,431 | 12,464,217 | |||||
| Net assets applicable to common shares | $ | 205,504,247 | $ | 137,639,026 | |||
| Authorized shares: | |||||||
| Common | Unlimited | Unlimited | |||||
| Preferred | Unlimited | Unlimited |
See accompanying notes to financial statements.
|
NUVEEN
|
33
|
| Statement of | ||
| Operations | Year Ended May 31, 2017 |
| NTC | NMT | ||||||
| Investment Income | $ | 12,627,465 | $ | 8,620,356 | |||
| Expenses | |||||||
| Management fees | 2,020,116 | 1,331,169 | |||||
| Interest expense and amortization of offering costs | 2,110,911 | 1,156,582 | |||||
| Custodian fees | 42,695 | 34,810 | |||||
| Trustees fees | 9,575 | 6,587 | |||||
| Professional fees | 34,606 | 33,646 | |||||
| Shareholder reporting expenses | 29,799 | 17,422 | |||||
| Shareholder servicing agent fees | 25,029 | 20,475 | |||||
| Stock exchange listing fees | 9,957 | 9,959 | |||||
| Investor relations expenses | 27,064 | 18,581 | |||||
| Other | 24,248 | 29,687 | |||||
| Total expenses | 4,334,000 | 2,658,918 | |||||
| Net investment income (loss) | 8,293,465 | 5,961,438 | |||||
| Realized and Unrealized Gain (Loss) | |||||||
| Net realized gain (loss) from investments | (1,716,056 | ) | (285,272 | ) | |||
| Change in net unrealized appreciation (depreciation) of investments | (8,916,856 | ) | (5,127,859 | ) | |||
| Net realized and unrealized gain (loss) | (10,632,912 | ) | (5,413,131 | ) | |||
| Net increase (decrease) in net assets applicable to common shares from operations | $ | (2,339,447 | ) | $ | 548,307 |
See accompanying notes to financial statements.
|
34
|
NUVEEN
|
| Statement of | |
| Changes in Net Assets |
| NTC | NMT | ||||||||||||
| Year | Year | Year | Year | ||||||||||
| Ended | Ended | Ended | Ended | ||||||||||
| 5/31/17 | 5/31/16 | 5/31/17 | 5/31/16 | ||||||||||
| Operations | |||||||||||||
| Net investment income (loss) | $ | 8,293,465 | $ | 9,744,068 | $ | 5,961,438 | $ | 6,473,183 | |||||
| Net realized gain (loss) from investments | (1,716,056 | ) | 776,785 | (285,272 | ) | (382,258 | ) | ||||||
| Change in net unrealized appreciation (depreciation) of investments | (8,916,856 | ) | 7,661,915 | (5,127,859 | ) | 6,805,418 | |||||||
| Net increase (decrease) in net assets applicable to common shares from operations | (2,339,447 | ) | 18,182,768 | 548,307 | 12,896,343 | ||||||||
| Distributions to Common Shareholders | |||||||||||||
| From net investment income | (8,944,209 | ) | (9,974,668 | ) | (6,323,917 | ) | (6,631,609 | ) | |||||
| Decrease in net assets applicable to common shares from distributions to common shareholders | (8,944,209 | ) | (9,974,668 | ) | (6,323,917 | ) | (6,631,609 | ) | |||||
| Capital Share Transactions | |||||||||||||
| Common shares: | |||||||||||||
| Net proceeds from shares issued to shareholders due to reinvestment of distributions | — | — | 20,110 | — | |||||||||
| Net increase (decrease) in net assets applicable to common shares from capital share transactions | — | — | 20,110 | — | |||||||||
| Net increase (decrease) in net assets applicable to common shares | (11,283,656 | ) | 8,208,100 | (5,755,500 | ) | 6,264,734 | |||||||
| Net assets applicable to common shares at the beginning of period | 216,787,903 | 208,579,803 | 143,394,526 | 137,129,792 | |||||||||
| Net assets applicable to common shares at the end of period | $ | 205,504,247 | $ | 216,787,903 | $ | 137,639,026 | $ | 143,394,526 | |||||
| Undistributed (Over-distribution of) net investment income at the end of period | $ | (88,658 | ) | $ | 357,445 | $ | 60,306 | $ | 369,320 | ||||
See accompanying notes to financial statements.
|
NUVEEN
|
35
|
| Statement of | ||
| Cash Flows | Year Ended May 31, 2017 |
| NTC | NMT | ||||||
| Cash Flows from Operating Activities: | |||||||
| Net Increase (Decrease) in Net Assets Applicable to Common Shares from Operations | $ | (2,339,447 | ) | $ | 548,307 | ||
| Adjustments to reconcile the net increase (decrease) in net assets applicable to common shares from operations to net cash provided by (used in) operating activities: | |||||||
| Purchases of investments | (69,181,154 | ) | (27,066,340 | ) | |||
| Proceeds from sales and maturities of investments | 65,185,541 | 26,021,710 | |||||
| Taxes paid | (606 | ) | — | ||||
| Amortization (Accretion) of premiums and discounts, net | 2,338,253 | 1,231,441 | |||||
| Amortization of deferred offering costs | 17,286 | 51,784 | |||||
| (Increase) Decrease in: | |||||||
| Receivable for interest | 91,246 | (14,535 | ) | ||||
| Receivable for investments sold | 525,000 | 2,150,000 | |||||
| Other assets | (1,258 | ) | (6,476 | ) | |||
| Increase (Decrease) in: | |||||||
| Payable for interest | 44,567 | (82,589 | ) | ||||
| Payable for investments purchased | (3,351,897 | ) | — | ||||
| Accrued management fees | (3,985 | ) | (122 | ) | |||
| Accrued Trustees fees | 3,253 | 1,571 | |||||
| Accrued other expenses | 96,161 | 6,880 | |||||
| Net realized (gain) loss from investments | 1,716,056 | 285,272 | |||||
| Change in net unrealized (appreciation) depreciation of investments | 8,916,856 | 5,127,859 | |||||
| Net cash provided by (used in) operating activities | 4,055,872 | 8,254,762 | |||||
| Cash Flows from Financing Activities: | |||||||
| Increase (Decrease) in cash overdraft | — | (1,438,400 | ) | ||||
| Proceeds from VMTP Shares issued, at liquidation preference | 6,000,000 | — | |||||
| (Payments for) deferred offering costs | — | (279,812 | ) | ||||
| Cash distributions paid to common shareholders | (9,060,032 | ) | (6,343,253 | ) | |||
| Net cash provided by (used in) financing activities | (3,060,032 | ) | (8,061,465 | ) | |||
| Net Increase (Decrease) in Cash | 995,840 | 193,297 | |||||
| Cash at the beginning of period | 765,150 | — | |||||
| Cash at the end of period | $ | 1,760,990 | $ | 193,297 | |||
| Supplemental Disclosure of Cash Flow Information | NTC | NMT | |||||
| Cash paid for interest (excluding amortization of offering costs) | $ | 1,857,802 | $ | 1,185,673 | |||
| Non-cash financing activities not included herein consists of reinvestments of common share distributions | — | 20,110 |
See accompanying notes to financial statements.
|
36
|
NUVEEN
|
THIS PAGE INTENTIONALLY LEFT BLANK
|
NUVEEN
|
37
|
| Financial | |
| Highlights |
Selected data for a common share outstanding throughout each period:
| Investment Operations | Less Distributions to Common Shareholders |
Common Share | |||||||||||||||||||||||||||||
| Beginning Common Share NAV |
Net Investment Income (Loss |
) | Net Realized/ Unrealized Gain (Loss |
) | Total | From Net Investment Income |
From Accum- ulated Net Realized Gains |
Total | Discount Per Share Repurchased and Retired |
Ending NAV |
Ending Share Price |
||||||||||||||||||||
| NTC | |||||||||||||||||||||||||||||||
| Year Ended 5/31: | |||||||||||||||||||||||||||||||
| 2017 | $ | 14.92 | $ | 0.57 | $ | (0.73 | ) | $ | (0.16 | ) | $ | (0.62 | ) | $ | — | $ | (0.62 | ) | $ | — | $ | 14.14 | $ | 12.47 | |||||||
| 2016 | 14.35 | 0.67 | 0.59 | 1.26 | (0.69 | ) | — | (0.69 | ) | — | 14.92 | 13.54 | |||||||||||||||||||
| 2015 | 14.33 | 0.70 | (0.01 | ) | 0.69 | (0.68 | ) | — | (0.68 | ) | 0.01 | 14.35 | 12.62 | ||||||||||||||||||
| 2014 | 15.00 | 0.60 | (0.59 | ) | 0.01 | (0.68 | ) | — | * | (0.68 | ) | — | * | 14.33 | 12.68 | ||||||||||||||||
| 2013 | 15.34 | 0.56 | (0.19 | ) | 0.37 | (0.70 | ) | (0.01 | ) | (0.71 | ) | — | 15.00 | 13.65 | |||||||||||||||||
| NMT | |||||||||||||||||||||||||||||||
| Year Ended 5/31: | |||||||||||||||||||||||||||||||
| 2017 | 15.34 | 0.64 | (0.58 | ) | 0.06 | (0.68 | ) | — | (0.68 | ) | — | 14.72 | 13.90 | ||||||||||||||||||
| 2016 | 14.67 | 0.69 | 0.69 | 1.38 | (0.71 | ) | — | (0.71 | ) | — | 15.34 | 14.99 | |||||||||||||||||||
| 2015 | 14.65 | 0.65 | 0.05 | 0.70 | (0.68 | ) | — | (0.68 | ) | — | 14.67 | 13.14 | |||||||||||||||||||
| 2014 | 15.12 | 0.58 | (0.37 | ) | 0.21 | (0.67 | ) | (0.01 | ) | (0.68 | ) | — | 14.65 | 13.33 | |||||||||||||||||
| 2013 | 15.45 | 0.62 | (0.19 | ) | 0.43 | (0.71 | ) | (0.05 | ) | (0.76 | ) | — | 15.12 | 13.64 | |||||||||||||||||
| (a) | Total Return Based on Common Share NAV is the combination of changes in common share NAV, reinvested dividend income at NAV and reinvested capital gains distributions at NAV, if any. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending NAV. The actual reinvest price for the last dividend declared in the period may often be based on the Fund’s market price (and not its NAV), and therefore may be different from the price used in the calculation. Total returns are not annualized. |
| Total Return Based on Common Share Price is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending market price. The actual reinvestment for the last dividend declared in the period may take place over several days, and in some instances may not be based on the market price, so the actual reinvestment price may be different from the price used in the calculation. Total returns are not annualized. |
|
38
|
NUVEEN
|
| Common Share Supplemental Data/ Ratios Applicable to Common Shares |
||||||||||||||||
| Common Share Total Returns |
Ratios to Average Net Assets(b) | |||||||||||||||
| Based | Ending | Net | ||||||||||||||
| Based | on | Net | Investment | Portfolio | ||||||||||||
| on | Share | Assets | Income | Turnover | ||||||||||||
| NAV | (a) | Price | (a) | (000 | ) | Expenses | (c) | (Loss | ) | Rate | (d) | |||||
| (1.07 | )% | (3.46 | )% | $ | 205,504 | 2.08 | % | 3.98 | % | 20 | % | |||||
| 8.97 | 13.19 | 216,788 | 1.66 | 4.61 | 11 | |||||||||||
| 4.96 | 5.03 | 208,580 | 1.68 | 4.85 | 15 | |||||||||||
| 0.41 | (1.72 | ) | 209,562 | 2.88 | 4.33 | 17 | ||||||||||
| 2.35 | 1.02 | 220,267 | 2.68 | 4.05 | 12 | |||||||||||
| 0.43 | (2.78 | ) | 137,639 | 1.91 | 4.29 | 12 | ||||||||||
| 9.64 | 20.01 | 143,395 | 1.62 | 4.65 | 13 | |||||||||||
| 4.84 | 3.75 | 137,130 | 1.96 | 4.57 | 14 | |||||||||||
| 1.61 | 2.96 | 69,987 | 3.09 | 4.17 | 18 | |||||||||||
| 2.81 | (5.18 | ) | 72,250 | 2.86 | 3.99 | 10 | ||||||||||
| (b) | Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to preferred shares issued by the Fund. |
| (c) | The expense ratios reflect, among other things, all interest expense and other costs related to preferred shares (as described in Note 4 – Fund Shares, Preferred Shares) and/or the interest expense deemed to have been paid by the Fund on the floating rate certificates issued by the special purpose trusts for the self-deposited inverse floaters held by the Fund (as described in Note 3 – Portfolio Securities and Investments in Derivatives, Inverse Floating Rate Securities), where applicable, as follows: |
| NTC | ||||
| Year Ended 5/31: | ||||
| 2017 | 1.01 | % | ||
| 2016 | 0.60 | |||
| 2015 | 0.58 | |||
| 2014 | 1.71 | |||
| 2013 | 1.55 |
| NMT | ||||
| Year Ended 5/31: | ||||
| 2017 | 0.83 | % | ||
| 2016 | 0.58 | |||
| 2015 | 0.86 | |||
| 2014 | 1.71 | |||
| 2013 | 1.64 |
| (d) | Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 5 – Investment Transactions) divided by the average long-term market value during the period. |
| * | Rounds to less than $0.01 per share. |
See accompanying notes to financial statements.
|
NUVEEN
|
39
|
Financial Highlights (continued)
| MTP Shares at the End of Period (a) |
VMTP Shares at the End of Period |
VRDP Shares at the End of Period |
|||||||||||||||||
| Aggregate Amount Outstanding (000 |
) | Asset Coverage Per $10 Share |
Aggregate Amount Outstanding (000 |
) | Asset Coverage Per $100,000 Share |
Aggregate Amount Outstanding (000 |
) | Asset Coverage Per $100,000 Share |
|||||||||||
| NTC | |||||||||||||||||||
| Year Ended 5/31: | |||||||||||||||||||
| 2017 | $ | — | $ | — | $ | 112,000 | $ | 283,486 | $ | — | $ | — | |||||||
| 2016 | — | — | 106,000 | 304,517 | — | — | |||||||||||||
| 2015 | — | — | 106,000 | 296,773 | — | — | |||||||||||||
| 2014 | — | — | 106,000 | 297,700 | — | — | |||||||||||||
| 2013 | 105,500 | 30.88 | — | — | — | — | |||||||||||||
| NMT | |||||||||||||||||||
| Year Ended 5/31: | |||||||||||||||||||
| 2017 | — | — | — | — | 74,000 | 285,999 | |||||||||||||
| 2016 | — | — | 74,000 | 293,776 | — | — | |||||||||||||
| 2015 | — | — | 74,000 | 285,311 | — | — | |||||||||||||
| 2014 | 36,645 | 29.10 | — | — | — | — | |||||||||||||
| 2013 | 36,645 | 29.72 | — | — | — | — | |||||||||||||
| (a) | The Ending and Average Market Value Per Share for each Series of the Fund’s MTP Shares were as follows: |
| 2015 | 2014 | 2013 | 2012 | ||||||||||
| NTC | |||||||||||||
| Series 2015 (NTC PRC) | |||||||||||||
| Ending Market Value per Share | $ | — | $ | — | $ | 10.06 | $ | 10.05 | |||||
| Average Market Value per Share | — | 10.03 | ΩΩ | 10.07 | 10.08 | ||||||||
| Series 2016 (NTC PRD) | |||||||||||||
| Ending Market Value per Share | — | — | 10.07 | 10.10 | |||||||||
| Average Market Value per Share | — | 10.03 | ΩΩ | 10.11 | 10.06 | ||||||||
| Series 2015 (NTC PRE) (b) | |||||||||||||
| Ending Market Value per Share | — | — | 10.07 | — | |||||||||
| Average Market Value per Share | — | 10.03 | ΩΩ | 10.06 | Ω | — | |||||||
| Series 2015-1 (NTC PRF) (b) | |||||||||||||
| Ending Market Value per Share | — | — | 10.06 | — | |||||||||
| Average Market Value per Share | — | 10.03 | ΩΩ | 10.07 | Ω | — | |||||||
| Series 2015-1 (NTC PRG) (b) | |||||||||||||
| Ending Market Value per Share | — | — | 10.08 | — | |||||||||
| Average Market Value per Share | — | 10.03 | ΩΩ | 10.08 | Ω | — | |||||||
| NMT | |||||||||||||
| Series 2015 (NMT PRC) | |||||||||||||
| Ending Market Value per Share | $ | — | $ | 10.06 | $ | 10.07 | $ | 10.10 | |||||
| Average Market Value per Share | 10.02 | ΩΩΩ | 10.04 | 10.09 | 10.08 | ||||||||
| Series 2016 (NMT PRD) | |||||||||||||
| Ending Market Value per Share | — | 10.06 | 10.12 | 10.10 | |||||||||
| Average Market Value per Share | 10.03 | ΩΩΩ | 10.06 | 10.11 | 10.08 | ||||||||
| Series 2015 (NMT PRE) (b) | |||||||||||||
| Ending Market Value per Share | — | 10.06 | 10.09 | 10.10 | |||||||||
| Average Market Value per Share | 10.00 | Δ | 10.04 | 10.08 | 10.07 | ||||||||
| Series 2015-1 (NMT PRF) (b) | |||||||||||||
| Ending Market Value per Share | — | 10.02 | 10.05 | 10.10 | |||||||||
| Average Market Value per Share | 10.00 | Δ | 10.04 | 10.09 | 10.08 |
| (b) | MTP Shares issued in connection with the reorganizations. |
| Ω | For the period July 9, 2012 (effective date of the reorganizations) through May 31, 2013. |
| ΩΩ | For the period June 1, 2013 through March 3, 2014. |
| ΩΩΩ | For the period June 1, 2014 through July 11, 2014. |
| Δ | For the period June 9, 2014 (effective date of the reorganizations) through July 11, 2014. |
See accompanying notes to financial statements.
|
40
|
NUVEEN
|
Notes to Financial Statements
1. General Information and Significant Accounting Policies
General Information
Fund Information
The funds covered in this report and their corresponding New York Stock Exchange (“NYSE”) symbols are as follows (each a “Fund” and collectively, the “Funds”):
| • | Nuveen Connecticut Quality Municipal Income Fund (NTC) | |
| • | Nuveen Massachusetts Quality Municipal Income Fund (NMT) |
The Funds are registered under the Investment Company Act of 1940, as amended, as diversified closed-end management investment companies. NTC and NMT were organized as Massachusetts business trusts on January 12, 1993.
The end of the reporting period for the Funds is May 31, 2017, and the period covered by these Notes to Financial Statements is the fiscal year ended May 31, 2017 (the “current fiscal period”).
Investment Adviser
The Funds’ investment adviser is Nuveen Fund Advisors, LLC (the “Adviser”), subsidiary of Nuveen Investments, LLC (“Nuveen”). Nuveen is the investment management arm of Teachers Insurance and Annuity Association of America (TIAA). The Adviser has overall responsibility for management of the Funds, oversees the management of the Funds’ portfolios, manages the Funds’ business affairs and provides certain clerical, bookkeeping and other administrative services, and, if necessary, asset allocation decisions. The Adviser has entered into sub-advisory agreements with Nuveen Asset Management, LLC (the “Sub-Adviser”), a subsidiary of the Adviser, under which the Sub-Adviser manages the investment portfolios of the Funds.
Investment Objectives and Principal Investment Strategies
Each Fund seeks to provide current income exempt from both regular federal and designated state income taxes by investing primarily in a portfolio of municipal obligations issued by state and local government authorities within a single state or certain U.S. territories.
Effective August 5, 2016, NTC and NMT have added an investment policy to limit the amount of securities subject to the alternative minimum tax (“AMT”) to no more than 20% of each Fund’s managed assets (as defined in Note 7 – Management Fees and Other Transactions with Affiliates).
Significant Accounting Policies
Each Fund is an investment company and follows accounting and reporting guidance under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946 “Financial Services – Investment Companies.” The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).
Investment Transactions
Investment transactions are recorded on a trade date basis. Realized gains and losses from investment transactions are determined on the specific identification method, which is the same basis used for federal income tax purposes. Investments purchased on a when-issued/delayed delivery basis may have extended settlement periods. Any investments so purchased are subject to market fluctuation during this period. The Funds have earmarked securities in their portfolios with a current value at least equal to the amount of the when-issued/delayed delivery purchase commitments.
As of the end of the reporting period, the Funds did not have any when-issued/delayed delivery purchase commitments.
Investment Income
Investment income, which reflects the amortization of premiums and accretion of discounts for financial reporting purposes, is recorded on an accrual basis. Investment income also reflects paydown gains and losses, if any.
|
NUVEEN
|
41
|
Notes to Financial Statements (continued)
Professional Fees
Professional fees presented on the Statement of Operations consist of legal fees incurred in the normal course of operations, audit fees, tax consulting fees and, in some cases, workout expenditures. Workout expenditures are incurred in an attempt to protect or enhance an investment or to pursue other claims or legal actions on behalf of Fund shareholders. If a refund is received for workout expenditures paid in a prior reporting period, such amounts will be recognized as “Legal fee refund” on the Statement of Operations.
Dividends and Distributions to Common Shareholders
Dividends from net investment income, if any, are declared monthly. Net realized capital gains and/or market discount from investment transactions, if any, are distributed to shareholders at least annually. Furthermore, capital gains are distributed only to the extent they exceed available capital loss carryforwards.
Distributions to common shareholders of net investment income, net realized capital gains and/or market discount, if any, are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.
Compensation
The Funds pay no compensation directly to those of its trustees who are affiliated with the Adviser or to its officers, all of whom receive remuneration for their services to the Funds from the Adviser or its affiliates. The Funds’ Board of Trustees (the “Board”) has adopted a deferred compensation plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from certain Nuveen-advised funds. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of select Nuveen-advised funds.
Indemnifications
Under the Funds’ organizational documents, their officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts that provide general indemnifications to other parties. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote.
Netting Agreements
In the ordinary course of business, the Funds may enter into transactions subject to enforceable International Swaps and Derivatives Association, Inc. (“ISDA”) master agreements or other similar arrangements (“netting agreements”). Generally, the right to offset in netting agreements allows each Fund to offset certain securities and derivatives with a specific counterparty, when applicable, as well as any collateral received or delivered to that counterparty based on the terms of the agreements. Generally, each Fund manages its cash collateral and securities collateral on a counterparty basis.
The Funds’ investments subject to netting agreements as of the end of the reporting period, if any, are further described in Note 3 – Portfolio Securities and Investments in Derivatives.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets applicable to common shares from operations during the current fiscal period. Actual results may differ from those estimates.
2. Investment Valuation and Fair Value Measurements
The fair valuation input levels as described below are for fair value measurement purposes.
Fair value is defined as the price that would be received upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment. A three-tier hierarchy is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The following is a summary of the three-tiered hierarchy of valuation input levels.
| Level 1 – | Inputs are unadjusted and prices are determined using quoted prices in active markets for identical securities. | |
| Level 2 – | Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). | |
| Level 3 – | Prices are determined using significant unobservable inputs (including management’s assumptions in determining the fair value of investments). |
|
42
|
NUVEEN
|
Prices of fixed income securities are provided by an independent pricing service (“pricing service”) approved by the Board. The pricing service establishes a security’s fair value using methods that may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. These securities are generally classified as Level 2. In pricing certain securities, particularly less liquid and lower quality securities, the pricing service may consider information about a security, its issuer or market activity, provided by the Adviser. These securities are generally classified as Level 2 or Level 3 depending on the observability of the significant inputs.
Certain securities may not be able to be priced by the pre-established pricing methods as described above. Such securities may be valued by the Board and/or its appointee at fair value. These securities generally include, but are not limited to, restricted securities (securities which may not be publicly sold without registration under the Securities Act of 1933, as amended) for which a pricing service is unable to provide a market price; securities whose trading has been formally suspended; debt securities that have gone into default and for which there is no current market quotation; a security whose market price is not available from a pre-established pricing source; a security with respect to which an event has occurred that is likely to materially affect the value of the security after the market has closed but before the calculation of a Fund’s net asset value (“NAV”) (as may be the case in non-U.S. markets on which the security is primarily traded) or make it difficult or impossible to obtain a reliable market quotation; and a security whose price, as provided by the pricing service, is not deemed to reflect the security’s fair value. As a general principle, the fair value of a security would appear to be the amount that the owner might reasonably expect to receive for it in a current sale. A variety of factors may be considered in determining the fair value of such securities, which may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. These securities are generally classified as Level 2 or Level 3 depending on the observability of the significant inputs. Regardless of the method employed to value a particular security, all valuations are subject to review by the Board and/or its appointee.
The inputs or methodologies used for valuing securities are not an indication of the risks associated with investing in those securities. The following is a summary of each Fund’s fair value measurements as of the end of the reporting period:
| NTC | Level 1 | Level 2 | Level 3 | Total | |||||||||
| Long-Term Investments*: | |||||||||||||
| Municipal Bonds | $ | — | $ | 324,852,760 | $ | — | $ | 324,852,760 | |||||
| NMT | |||||||||||||
| Long-Term Investments*: | |||||||||||||
| Municipal Bonds | $ | — | $ | 208,867,505 | $ | — | $ | 208,867,505 |
| * | Refer to the Fund’s Portfolio of Investments for industry classifications. |
The Board is responsible for the valuation process and has appointed the oversight of the daily valuation process to the Adviser’s Valuation Committee. The Valuation Committee, pursuant to the valuation policies and procedures adopted by the Board, is responsible for making fair value determinations, evaluating the effectiveness of the Funds’ pricing policies and reporting to the Board. The Valuation Committee is aided in its efforts by the Adviser’s dedicated Securities Valuation Team, which is responsible for administering the daily valuation process and applying fair value methodologies as approved by the Valuation Committee. When determining the reliability of independent pricing services for investments owned by the Funds, the Valuation Committee, among other things, conducts due diligence reviews of the pricing services and monitors the quality of security prices received through various testing reports conducted by the Securities Valuation Team.
The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making a fair value determination, based on the facts and circumstances specific to the portfolio instrument. Fair value determinations generally will be derived as follows, using public or private market information:
| (i) | If available, fair value determinations shall be derived by extrapolating from recent transactions or quoted prices for identical or comparable securities. | |
| (ii) | If such information is not available, an analytical valuation methodology may be used based on other available information including, but not limited to: analyst appraisals, research reports, corporate action information, issuer financial statements and shelf registration statements. Such analytical valuation methodologies may include, but are not limited to: multiple of earnings, discount from market value of a similar freely-traded security, discounted cash flow analysis, book value or a multiple thereof, risk premium/yield analysis, yield to maturity and/or fundamental investment analysis. |
The purchase price of a portfolio instrument will be used to fair value the instrument only if no other valuation methodology is available or deemed appropriate, and it is determined that the purchase price fairly reflects the instrument’s current value.
For each portfolio security that has been fair valued pursuant to the policies adopted by the Board, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such testing and fair valuation occurrences are reported to the Board.
|
NUVEEN
|
43
|
Notes to Financial Statements (continued)
3. Portfolio Securities and Investments in Derivatives
Portfolio Securities
Inverse Floating Rate Securities
Each Fund is authorized to invest in inverse floating rate securities. An inverse floating rate security is created by depositing a municipal bond (referred to as an “Underlying Bond”), typically with a fixed interest rate, into a special purpose tender option bond (“TOB”) trust (referred to as the “TOB Trust”) created by or at the direction of one or more Funds. In turn, the TOB Trust issues (a) floating rate certificates (referred to as “Floaters”), in face amounts equal to some fraction of the Underlying Bond’s par amount or market value, and (b) an inverse floating rate certificate (referred to as an “Inverse Floater”) that represents all remaining or residual interest in the TOB Trust. Floaters typically pay short-term tax-exempt interest rates to third parties who are also provided a right to tender their certificate and receive its par value, which may be paid from the proceeds of a remarketing of the Floaters, by a loan to the TOB Trust from a third party liquidity provider (“Liquidity Provider”), or by the sale of assets from the TOB Trust. The Inverse Floater is issued to a long term investor, such as one or more of the Funds. The income received by the Inverse Floater holder varies inversely with the short-term rate paid to holders of the Floaters, and in most circumstances the Inverse Floater holder bears substantially all of the Underlying Bond’s downside investment risk and also benefits disproportionately from any potential appreciation of the Underlying Bond’s value. The value of an Inverse Floater will be more volatile than that of the Underlying Bond because the interest rate is dependent on not only the fixed coupon rate of the Underlying Bond but also on the short-term interest paid on the Floaters, and because the Inverse Floater essentially bears the risk of loss (and possible gain) of the greater face value of the Underlying Bond.
The Inverse Floater held by a Fund gives the Fund the right to (a) cause the holders of the Floaters to tender their certificates at par (or slightly more than par in certain circumstances) and (b) have the trustee of the TOB Trust (the “Trustee”) transfer the Underlying Bond held by the TOB Trust to the Fund, thereby collapsing the TOB Trust.
The Fund may acquire an Inverse Floater in a transaction where it (a) transfers an Underlying Bond that it owns to a TOB Trust created by a third party or (b) transfers an Underlying Bond that it owns, or that it has purchased in a secondary market transaction for the purpose of creating an Inverse Floater, to a TOB Trust created at its direction, and in return receives the Inverse Floater of the TOB Trust (referred to as a “self-deposited Inverse Floater”). A Fund may also purchase an Inverse Floater in a secondary market transaction from a third party creator of the TOB Trust without first owning the Underlying Bond (referred to as an “externally-deposited Inverse Floater”).
An investment in a self-deposited Inverse Floater is accounted for as a “financing” transaction (i.e., a secured borrowing). For a self-deposited Inverse Floater, the Underlying Bond deposited into the TOB Trust is identified in the Fund’s Portfolio of Investments as “(UB) – Underlying bond of an inverse floating rate trust reflected as a financing transaction,” with the Fund recognizing as liabilities, labeled “Floating rate obligations” on the Statement of Assets and Liabilities, (a) the liquidation value of Floaters issued by the TOB Trust, and (b) the amount of any borrowings by the TOB Trust from a Liquidity Provider to enable the TOB Trust to purchase outstanding Floaters in lieu of a remarketing. In addition, the Fund recognizes in “Investment Income” the entire earnings of the Underlying Bond, and recognizes (a) the interest paid to the holders of the Floaters or on the TOB Trust’s borrowings, and (b) other expenses related to remarketing, administration, trustee, liquidity and other services to a TOB Trust, as a component of “Interest expense and amortization of offering costs” on the Statement of Operations.
In contrast, an investment in an externally-deposited Inverse Floater is accounted for as a purchase of the Inverse Floater and is identified in the Fund’s Portfolio of Investments as “(IF) – Inverse floating rate investment.” For an externally-deposited Inverse Floater, a Fund’s Statement of Assets and Liabilities recognizes the Inverse Floater and not the Underlying Bond as an asset, and the Fund does not recognize the Floaters, or any related borrowings from a Liquidity Provider, as a liability. Additionally, the Fund reflects in “Investment Income” only the net amount of earnings on the Inverse Floater (net of the interest paid to the holders of the Floaters or the Liquidity Provider as lender, and the expenses of the Trust), and does not show the amount of that interest paid or the expenses of the TOB Trust as described above as interest expense on the Statement of Operations.
Fees paid upon the creation of a TOB Trust for self-deposited Inverse Floaters and externally-deposited Inverse Floaters are recognized as part of the cost basis of the Inverse Floater and are capitalized over the term of the TOB Trust.
As of the end of the reporting period, the aggregate value of Floaters issued by each Fund’s TOB Trust for self-deposited Inverse Floaters and externally-deposited Inverse Floaters was as follows:
| Floating Rate Obligations Outstanding | NTC | NMT | |||||
| Floating rate obligations: self-deposited Inverse Floaters | $ | 12,750,000 | $ | — | |||
| Floating rate obligations: externally-deposited Inverse Floaters | 5,085,000 | 7,325,000 | |||||
| Total | $ | 17,835,000 | $ | 7,325,000 |
|
44
|
NUVEEN
|
During the current fiscal period, the average amount of Floaters (including any borrowings from a Liquidity Provider) outstanding, and the average annual interest rate and fees related to self-deposited Inverse Floaters, were as follows:
| Self-Deposited Inverse Floaters | NTC | NMT | |||||
| Average floating rate obligations outstanding | $ | 12,750,000 | $ | — | |||
| Average annual interest rate and fees | 1.25 | % | — | % |
TOB Trusts are supported by a liquidity facility provided by a Liquidity Provider pursuant to which the Liquidity Provider agrees, in the event that Floaters are (a) tendered to the Trustee for remarketing and the remarketing does not occur, or (b) subject to mandatory tender pursuant to the terms of the TOB Trust agreement, to either purchase Floaters or to provide the Trustee with an advance from a loan facility to fund the purchase of Floaters by the TOB Trust. In certain circumstances, the Liquidity Provider may otherwise elect to have the Trustee sell the Underlying Bond to retire the Floaters that were tendered and not remarketed prior to providing such a loan. In these circumstances, the Liquidity Provider remains obligated to provide a loan to the extent that the proceeds of the sale of the Underlying Bond are not sufficient to pay the purchase price of the Floaters.
The size of the commitment under the loan facility for a given TOB Trust is at least equal to the balance of that TOB Trust’s outstanding Floaters plus any accrued interest. In consideration of the loan facility, fee schedules are in place and are charged by the Liquidity Provider(s). Any loans made by the Liquidity Provider will be secured by the purchased Floaters held by the TOB Trust. Interest paid on any outstanding loan balances will be effectively borne by the Fund that owns the Inverse Floaters of the TOB Trust that has incurred the borrowing and may be at a rate that is greater than the rate that would have been paid had the Floaters been successfully remarketed.
As described above, any amounts outstanding under a liquidity facility are recognized as a component of “Floating rate obligations” on the Statement of Assets and Liabilities by the Fund holding the corresponding Inverse Floaters issued by the borrowing TOB Trust. As of the end of the reporting period, there were no loans outstanding under any such facility.
Each Fund may also enter into shortfall and forbearance agreements (sometimes referred to as a “recourse arrangement”) (TOB Trusts involving such agreements are referred to herein as “Recourse Trusts”), under which a Fund agrees to reimburse the Liquidity Provider for the Trust’s Floaters, in certain circumstances, for the amount (if any) by which the liquidation value of the Underlying Bond held by the TOB Trust may fall short of the sum of the liquidation value of the Floaters issued by the TOB Trust plus any amounts borrowed by the TOB Trust from the Liquidity Provider, plus any shortfalls in interest cash flows. Under these agreements, a Fund’s potential exposure to losses related to or on an Inverse Floater may increase beyond the value of the Inverse Floater as a Fund may potentially be liable to fulfill all amounts owed to holders of the Floaters or the Liquidity Provider. Any such shortfall amount in the aggregate is recognized as “Unrealized depreciation on Recourse Trusts” on the Statement of Assets and Liabilities.
As of the end of the reporting period, each Fund’s maximum exposure to the Floaters issued by Recourse Trusts for self-deposited Inverse Floaters and externally-deposited Inverse Floaters was as follows:
| Floating Rate Obligations – Recourse Trusts | NTC | NMT | |||||
| Maximum exposure to Recourse Trusts: self-deposited Inverse Floaters | $ | 12,750,000 | $ | — | |||
| Maximum exposure to Recourse Trusts: externally-deposited Inverse Floaters | 5,085,000 | 7,325,000 | |||||
| Total | $ | 17,835,000 | $ | 7,325,000 |
Zero Coupon Securities
A zero coupon security does not pay a regular interest coupon to its holders during the life of the security. Income to the holder of the security comes from accretion of the difference between the original purchase price of the security at issuance and the par value of the security at maturity and is effectively paid at maturity. The market prices of zero coupon securities generally are more volatile than the market prices of securities that pay interest periodically.
Investments in Derivatives
In addition to the inverse floating rate securities in which each Fund may invest, which are considered portfolio securities for financial reporting purposes, each Fund is authorized to invest in certain derivative instruments such as futures, options and swap contracts. Each Fund limits its investments in futures, options on futures and swap contracts to the extent necessary for the Adviser to claim the exclusion from registration by the Commodity Futures Trading Commission as a commodity pool operator with respect to the Fund. The Funds record derivative instruments at fair value, with changes in fair value recognized on the Statement of Operations, when applicable. Even though the Funds’ investments in derivatives may represent economic hedges, they are not considered to be hedge transactions for financial reporting purposes.
Although the Funds are authorized to invest in derivative instruments and may do so in the future, they did not make any such investments during the current fiscal period.
|
NUVEEN
|
45
|
Notes to Financial Statements (continued)
Market and Counterparty Credit Risk
In the normal course of business each Fund may invest in financial instruments and enter into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the other party to the transaction to perform (counterparty credit risk). The potential loss could exceed the value of the financial assets recorded on the financial statements. Financial assets, which potentially expose each Fund to counterparty credit risk, consist principally of cash due from counterparties on forward, option and swap transactions, when applicable. The extent of each Fund’s exposure to counterparty credit risk in respect to these financial assets approximates their carrying value as recorded on the Statement of Assets and Liabilities.
Each Fund helps manage counterparty credit risk by entering into agreements only with counterparties the Adviser believes have the financial resources to honor their obligations and by having the Adviser monitor the financial stability of the counterparties. Additionally, counterparties may be required to pledge collateral daily (based on the daily valuation of the financial asset) on behalf of each Fund with a value approximately equal to the amount of any unrealized gain above a pre-determined threshold. Reciprocally, when each Fund has an unrealized loss, the Funds have instructed the custodian to pledge assets of the Funds as collateral with a value approximately equal to the amount of the unrealized loss above a pre-determined threshold. Collateral pledges are monitored and subsequently adjusted if and when the valuations fluctuate, either up or down, by at least the pre-determined threshold amount.
4. Fund Shares
Common Share Transactions
Transactions in common shares for the following Fund during the current and prior fiscal period, where applicable, were as follows:
| NMT | |||||||
| Year | Year | ||||||
| Ended | Ended | ||||||
| 5/31/17 | 5/31/16 | ||||||
| Common shares: | |||||||
| Issued to shareholders due to reinvestment of distributions | 1,283 | — | |||||
Preferred Shares
Variable Rate MuniFund Term Preferred Shares
During the current fiscal period, the Funds had issued and had outstanding Variable Rate MuniFund Term Preferred (“VMTP”) Shares, with a $100,000 liquidation preference per share. VMTP Shares are issued via private placement and are not publicly available.
As of the end of the reporting period, VMTP Shares outstanding, at liquidation preference, for the Funds was as follows:
| Shares | Liquidation | |||||||||
| Fund | Series | Outstanding | Preference | |||||||
| NTC | 2019 | 1,120 | $ | 112,000,000 |
During the current fiscal period, NTC refinanced all of its outstanding Series 2017 VMTP Shares with the issuance of new Series 2019 VMTP Shares. In conjunction with this refinancing NTC issued an additional $6,000,000 Series 2019 VMTP Shares at liquidation preference, to be invested in accordance with the Fund’s investment policies.
During the current fiscal period, NMT refinanced all of its outstanding Series 2017 VMTP Shares. The Fund’s VMTP Shares were redeemed at its $100,000 liquidation preference per share, plus dividend amounts owed, using proceeds from its issuance of Variable Rate Demand Preferred (“VRDP”) Shares (as described below in Variable Rate Demand Preferred Shares).
The Fund is obligated to redeem its VMTP Shares by the date as specified in its offering document (“Term Redemption Date”), unless earlier redeemed by the Fund. VMTP Shares are subject to optional and mandatory redemption in certain circumstances. The VMTP Shares may be redeemed at the option of the Fund, subject to payment of premium for approximately one year following the date of issuance (“Premium Expiration Date”), and at the redemption price per share thereafter. The redemption price per share is equal to the sum of the liquidation preference per share plus any accumulated but unpaid dividends. The Fund may be obligated to redeem a certain amount of the VMTP Shares if the Fund fails to maintain certain asset coverage and leverage ratio requirements and such failures are not cured by the applicable cure date. The Term Redemption Date and Premium Expiration Date for the Fund’s VMTP Shares are as follows:
| Term | Premium | |||||||||
| Fund | Series | Redemption Date | Expiration Date | |||||||
| NTC | 2019 | September 1, 2019 | August 31, 2017 |
|
46
|
NUVEEN
|
The average liquidation preference of VMTP Shares outstanding and annualized dividend rate for each Fund during the current fiscal period were as follows:
| NTC | NMT | * | |||||
| Average liquidation preference of VMTP Shares outstanding | $ | 110,487,671 | $ | 74,000,000 | |||
| Annualized dividend rate | 1.58 | % | 1.52 | % |
| * | For the period May 1, 2016 through March 1, 2017. |
VMTP Shares are subject to restrictions on transfer, generally do not trade, and market quotations are generally not available. VMTP Shares are short-term or short/intermediate-term instruments that pay a variable dividend rate tied to a short-term index, plus an additional fixed “spread” amount established at the time of issuance. The fair value of VMTP Shares is expected to be approximately their liquidation preference so long as the fixed “spread” on the VMTP Shares remains roughly in line with the “spread” being demanded by investors on instruments having similar terms in the current market environment. In present market conditions, the Funds’ Adviser has determined that fair value of VMTP Shares is approximately their liquidation preference, but their fair value could vary if market conditions change materially. For financial reporting purposes, the liquidation preference of VMTP Shares is a liability and is recognized as “Variable Rate MuniFund Term Preferred (“VMTP”) Shares, net of deferred offering costs” on the Statement of Assets and Liabilities.
Dividends on the VMTP shares (which are treated as interest payments for financial reporting purposes) are set weekly. Unpaid dividends on VMTP Shares are recognized as a component of “Interest payable” on the Statement of Assets and Liabilities. Dividends accrued on VMTP Shares are recognized as a component of “Interest expense and amortization of offering costs” on the Statement of Operations.
Costs incurred in connection with each Fund’s initial offering of VMTP Shares were recorded as a deferred charge, which are amortized over the life of the shares and are recognized as components of “Variable Rate MuniFund Term Preferred (“VMTP”) shares, net of deferred offering costs” on the Statement of Assets and Liabilities and “Interest expense and amortization of offering costs” on the Statement of Operations.
NTC incurred offering costs of $145,000 in connection with its issuance of Series 2019 VMTP Shares, which was expensed as incurred and is recognized as a component of “Interest expense and amortization of offering costs” on the Statement of Operations. In conjunction with NMT’s redemption of VMTP Shares, the remaining deferred offering costs of $18,678, were fully expensed during the current fiscal period, and are recognized as a component of “Interest expense and amortization of offering costs” on the Statement of Operations, as the redemption was deemed on extinguishment of debt.
Variable Rate Demand Preferred Shares
The following Fund has issued and has outstanding VRDP Shares, with a $100,000 liquidation preference per share. VRDP Shares are issued via private placement and are not publicly available.
As of the end of the reporting period, details of the Fund’s VRDP Shares outstanding were as follows:
| Shares | Liquidation | ||||||||||||
| Fund | Series | Outstanding | Preference | Maturity | |||||||||
| NMT | 1 | 740 | $ | 74,000,000 | March 1, 2047 |
VRDP Shares include a liquidity feature that allows VRDP shareholders to have their shares purchased by a liquidity provider with whom the Fund has contracted in the event that VRDP Shares are not able to be successfully remarketed. The Fund is required to redeem any VRDP Shares that are still owned by the liquidity provider after six months of continuous, unsuccessful remarketing. The Fund pays an annual remarketing fee of 0.10% on the aggregate principal amount of all VRDP Shares outstanding.
NMT’s Series 1 VRDP Shares are considered to be Special Rate Period VRDP, which are sold to institutional investors. During the special rate period, the VRDP Shares will not be remarketed by a remarketing agent, be subject to optional or mandatory tender events, or be supported by a liquidity provider. During the period, VRDP dividends will be set monthly as a floating rate based on the predetermined formula. Following the initial special rate period, Special Rate Period VRDP Shares will transition to traditional VRDP Shares with dividends set at weekly remarketings, and be supported by a designated liquidity provider, unless the Board approves a subsequent special rate period.
Dividends on the VRDP Shares (which are treated as interest payments for financial reporting purposes) are set at a rate established by a remarketing agent; therefore, the market value of the VRDP Shares is expected to approximate its liquidation preference. In the event that VRDP shares are unable to be successfully remarketed, the dividend rate will be the maximum rate which is designed to escalate according to a specified schedule in order to enhance the remarketing agent’s ability to successfully remarket the VRDP Shares.
Subject to certain conditions, VRDP Shares may be redeemed, in whole or in part, at any time at the option of the Fund. The Fund may also redeem certain of the VRDP Shares if the Fund fails to maintain certain asset coverage requirements and such failures are not cured by the applicable cure date. The redemption price per share is equal to the sum of the liquidation preference per share plus any accumulated but unpaid dividends.
|
NUVEEN
|
47
|
Notes to Financial Statements (continued)
The average liquidation preference of VRDP Shares outstanding and annualized dividend rate for the Fund during the current fiscal period were as follows:
| NMT | * | |||
| Average liquidation preference of VRDP Shares outstanding | $ | 74,000,000 | ||
| Annualized dividend rate | 1.42 | % |
| * | For the period March 1, 2017 (first issuance of shares) through May 31, 2017. |
For financial reporting purposes, the liquidation preference of VRDP Shares is a liability and is recognized as a component of “Variable Rate Demand Preferred (“VRDP”) Shares, net of deferred offering costs” on the Statement of Assets and Liabilities. Unpaid dividends on VRDP Shares are recognized as a component of “Interest payable” on the Statement of Assets and Liabilities, when applicable. Dividends accrued on VRDP Shares are recognized as a component of “Interest expense and amortization of offering costs” on the Statement of Operations. Costs incurred by the Fund in connection with its offerings of VRDP Shares was recorded as a deferred charge, which is amortized over the life of the shares and is recognized as a component of “Variable Rate Demand Preferred (“VRDP”) Shares, net of deferred offering costs” on the Statement of Assets and Liabilities and “Interest expense and amortization of offerings costs” on the Statement of Operations. In addition to interest expense, The Fund also pays a per annum liquidity fee to the liquidity provider, as well as a remarketing fee, which are recognized as “Liquidity fees” and “Remarketing fees,” respectively, on the Statement of Operations, when applicable.
Offering costs of $281,526 were incurred in connection with the Fund’s offering of VRDP Shares, which were recorded as a deferred charge and are being amortized over the life of the shares. These offering costs are recognized as components of “Variable Rate Demand Preferred (“VRDP”) Shares, net of deferred offering costs” on the Statement of Assets and Liabilities and “Interest expense and amortization of offering costs” on the Statement of Operations.
Preferred Share Transactions
Transactions in preferred shares for the Funds during the Funds’ current and prior fiscal period, where applicable, are noted in the following tables.
Transactions in VMTP Shares for the Funds, where applicable, were as follows:
| Year Ended May 31, 2017 |
||||||||||
| NTC | Series | Shares | Amount | |||||||
| VMTP Shares issued | 2019 | 1,120 | $ | 112,000,000 | ||||||
| VMTP Shares exchanged | 2017 | (1,060 | ) | (106,000,000 | ) | |||||
| Net increase (decrease) | 60 | $ | 6,000,000 | |||||||
| Year Ended May 31, 2017 |
||||||||||
| NMT | Series | Shares | Amount | |||||||
| VMTP Shares exchanged | 2017 | (740 | ) | $ | (74,000,000 | ) | ||||
Transactions in VRDP Shares for the Fund, where applicable, were as follows
| Year Ended May 31, 2017 |
||||||||||
| NMT | Series | Shares | Amount | |||||||
| VRDP Shares issued | 1 | 740 | $ | 74,000,000 | ||||||
5. Investment Transactions
Long-term purchases and sales (including maturities) during the current fiscal period were as follows:
| NTC | NMT | ||||||
| Purchases | $ | 69,181,154 | $ | 27,066,340 | |||
| Sales and maturities | 65,185,541 | 26,021,710 |
|
48
|
NUVEEN
|
6. Income Tax Information
Each Fund is a separate taxpayer for federal income tax purposes. Each Fund intends to distribute substantially all of its net investment income and net capital gains to shareholders and to otherwise comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. Therefore, no federal income tax provision is required. Furthermore, each Fund intends to satisfy conditions that will enable interest from municipal securities, which is exempt from regular federal and designated state income taxes, to retain such tax-exempt status when distributed to shareholders of the Funds. Net realized capital gains and ordinary income distributions paid by the Funds are subject to federal taxation.
For all open tax years and all major taxing jurisdictions, management of the Funds has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Open tax years are those that are open for examination by taxing authorities (i.e., generally the last four tax year ends and the interim tax period since then). Furthermore, management of the Funds is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
The following information is presented on an income tax basis. Differences between amounts for financial statement and federal income tax purposes are primarily due to timing differences in recognizing taxable market discount, timing differences in recognizing certain gains and losses on investment transactions and the treatment of investments in inverse floating rate securities reflected as financing transactions, if any. To the extent that differences arise that are permanent in nature, such amounts are reclassified within the capital accounts as detailed below. Temporary differences do not require reclassification. Temporary and permanent differences do not impact the NAVs of the Funds.
As of May 31, 2017, the cost and unrealized appreciation (depreciation) of investments, as determined on a federal income tax basis, were as follows:
| NTC | NMT | ||||||
| Cost of investments | $ | 298,257,675 | $ | 196,341,602 | |||
| Gross unrealized: | |||||||
| Appreciation | $ | 14,737,590 | $ | 12,688,643 | |||
| Depreciation | (892,505 | ) | (162,740 | ) | |||
| Net unrealized appreciation (depreciation) of investments | $ | 13,845,085 | $ | 12,525,903 |
Permanent differences, primarily due to federal taxes paid, taxable market discount, nondeductible offering costs and expiration of capital loss carryforwards, resulted in reclassifications among the Funds’ components of common share net assets as of May 31, 2017, the Funds’ tax year end, as follows:
| NTC | NMT | ||||||
| Paid-in surplus | $ | (208,457 | ) | $ | (77,984 | ) | |
| Undistributed (Over-distribution of) net investment income | 204,641 | 53,465 | |||||
| Accumulated net realized gain (loss) | 3,816 | 24,519 |
The tax components of undistributed net tax-exempt income, net ordinary income and net long-term capital gains as of May 31, 2017, the Funds’ tax year end, were as follows:
| NTC | NMT | ||||||
| Undistributed net tax-exempt income1 | $ | 705,237 | $ | 508,666 | |||
| Undistributed net ordinary income2 | 19,920 | — | |||||
| Undistributed net long-term capital gains | — | — |
| 1 | Undistributed net tax-exempt income (on a tax basis) has not been reduced for the dividend declared on May 1, 2017, paid on June 1, 2017. |
| 2 | Net ordinary income consists of taxable market discount income and net short-term capital gains, if any. |
The tax character of distributions paid during the Funds’ tax years ended May 31, 2017 and May 31, 2016, was designated for purposes of the dividends paid deduction as follows:
| 2017 | NTC | NMT | |||||
| Distributions from net tax-exempt income3 | $ | 10,738,752 | $ | 7,551,580 | |||
| Distributions from net ordinary income2 | 27,615 | — | |||||
| Distributions from net long-term capital gains | — | — | |||||
| 2016 | NTC | NMT | |||||
| Distributions from net tax-exempt income | $ | 11,024,024 | $ | 7,357,278 | |||
| Distributions from net ordinary income2 | 33,762 | 15,643 | |||||
| Distributions from net long-term capital gains | — | — |
| 2 | Net ordinary income consists of taxable market discount income and net short-term capital gains, if any. |
| 3 | The Funds hereby designate these amounts paid during the fiscal year ended May 31, 2017, as Exempt Interest Dividends. |
|
NUVEEN
|
49
|
Notes to Financial Statements (continued)
As of May 31, 2017, the Funds’ tax year end, the Funds had unused capital loss carryforwards available for federal income tax purposes to be applied against future capital gains, if any. If not applied, the carryforwards will expire as shown in the following table. The losses not subject to expiration will be utilized first by a Fund.
| NTC | NMT | ||||||
| Expiration: | |||||||
| May 31, 2018 | $ | — | $ | 62,941 | |||
| Not subject to expiration | 8,770,090 | 4,586,946 | |||||
| Total | $ | 8,770,090 | $ | 4,649,887 |
As of May 31, 2017, the Fund’s tax year end, $24,486 of NMT’s capital loss carryforward expired.
7. Management Fees and Other Transactions with Affiliates
Management Fees
Each Fund’s management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. The Sub-Adviser is compensated for its services to the Funds from the management fees paid to the Adviser.
Each Fund’s management fee consists of two components – a fund-level fee, based only on the amount of assets within each individual Fund, and a complex-level fee, based on the aggregate amount of all eligible fund assets managed by the Adviser. This pricing structure enables Fund shareholders to benefit from growth in the assets within their respective Fund as well as from growth in the amount of complex-wide assets managed by the Adviser.
For the period June 1, 2016 through July 31, 2016, the annual Fund-level fee, payable monthly, for each Fund is calculated according to the following schedule:
| NTC | ||||
| NMT | ||||
| Average Daily Managed Assets* | Fund-Level Fee | |||
| For the first $125 million | 0.4500 | % | ||
| For the next $125 million | 0.4375 | |||
| For the next $250 million | 0.4250 | |||
| For the next $500 million | 0.4125 | |||
| For the next $1 billion | 0.4000 | |||
| For the next $3 billion | 0.3875 | |||
| For managed assets over $5 billion | 0.3750 | |||
Effective August 1, 2016, annual Fund-level fee, payable monthly, for each Fund is calculated according to the following schedule:
| NTC | ||||
| NMT | ||||
| Average Daily Managed Assets* | Fund-Level Fee | |||
| For the first $125 million | 0.4500 | % | ||
| For the next $125 million | 0.4375 | |||
| For the next $250 million | 0.4250 | |||
| For the next $500 million | 0.4125 | |||
| For the next $1 billion | 0.4000 | |||
| For the next $3 billion | 0.3750 | |||
| For managed assets over $5 billion | 0.3625 | |||
|
50
|
NUVEEN
|
The annual complex-level fee, payable monthly, for each Fund is calculated by multiplying the current complex-wide fee rated, determined according to the following schedule by the Fund’s daily managed assets:
| Complex-Level Managed Asset Breakpoint Level* | Effective Rate at Breakpoint Level | |||
| $55 billion | 0.2000 | % | ||
| $56 billion | 0.1996 | |||
| $57 billion | 0.1989 | |||
| $60 billion | 0.1961 | |||
| $63 billion | 0.1931 | |||
| $66 billion | 0.1900 | |||
| $71 billion | 0.1851 | |||
| $76 billion | 0.1806 | |||
| $80 billion | 0.1773 | |||
| $91 billion | 0.1691 | |||
| $125 billion | 0.1599 | |||
| $200 billion | 0.1505 | |||
| $250 billion | 0.1469 | |||
| $300 billion | 0.1445 |
| * | For the complex-level fees, managed assets include closed-end fund assets managed by the Adviser that are attributable to certain types of leverage. For these purposes, leverage includes the funds’ use of preferred stock and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion of assets held by the TOB trust that has been effectively financed by the trust’s issuance of floating rate securities, subject to an agreement by the Adviser as to certain funds to limit the amount of such assets for determining managed assets in certain circumstances. The complex-level fee is calculated based upon the aggregate daily managed assets of all Nuveen Funds that constitute “eligible assets.” Eligible assets do not include assets attributable to investments in other Nuveen Funds or assets in excess of a determined amount (originally $2 billion) added to the Nuveen fund complex in connection with the Adviser’s assumption of the management of the former First American Funds effective January 1, 2011. As of May 31, 2017, the complex-level fee for each Fund was 0.1606%. |
Other Transactions with Affiliates
Each Fund is permitted to purchase or sell securities from or to certain other funds managed by the Adviser (“inter-fund trade”) under specified conditions outlined in procedures adopted by the Board. These procedures have been designed to ensure that any inter-fund trade of securities by the Fund from or to another fund that is, or could be, considered an affiliate of the Fund under certain limited circumstances by virtue of having a common investment adviser (or affiliated investment adviser), common officer and/or common trustee complies with Rule 17a-7 of the 1940 Act. Further, as defined under these procedures, each inter-fund trade is effected at the current market price as provided by an independent pricing service. Unsettled inter-fund trades as of the end of the reporting period are recognized as a component of “Receivable for investments sold” and/or “Payable for investments purchased” on the Statement of Assets and Liabilities, when applicable.
During the current fiscal period, the Funds engaged in inter-fund trades pursuant to these procedures as follows:
| Inter-Fund Trades | NTC | NMT | |||||
| Purchases | $ | 14,702,130 | $ | 2,147,410 | |||
| Sales | 7,001,823 | 4,241,079 |
8. Borrowing Arrangements
Uncommitted Line of Credit
During the current fiscal period, the Funds participated in an unsecured bank line of credit (“Unsecured Credit Line”) under which outstanding balances would bear interest at a variable rate. Although the Funds participated in the Unsecured Credit Line, they did not have any outstanding balances during the current fiscal period.
Committed Line of Credit
The Funds, along with certain other funds managed by the Adviser (“Participating Funds”), have established a 364-day, approximately $3 billion standby credit facility with a group of lenders, under which the Participating Funds may borrow for various purposes other than leveraging for investment purposes. A large portion of this facility’s capacity (and its associated costs as described below) is currently dedicated for use by a small number of Participating Funds, which does not include any of the Funds covered by this shareholder report. The remaining capacity under the facility (and the corresponding portion of the facility’s annual costs) is separately dedicated to most of the other open-end funds in the Nuveen fund family, along with a number of Nuveen closed-end funds, including all of the Funds covered by this shareholder report. The credit facility expires in July 2018 unless extended or renewed.
The credit facility has the following terms: a fee of 0.15% per annum on unused commitment amounts, and interest at a rate equal to the higher of (a) one-month LIBOR (London Inter-Bank Offered Rate) plus 1.25% per annum or (b) the Fed Funds rate plus 1.25% per annum on amounts borrowed.
|
NUVEEN
|
51
|
Notes to Financial Statements (continued)
Participating Funds paid administration, legal and arrangement fees, which are recognized as a component of “Other expenses” on the Statement of Operations, and along with commitment fees, have been allocated among such Participating Funds based upon the relative proportions of the facility’s aggregate capacity reserved for them and other factors deemed relevant by the Adviser and the Board of each Participating Fund.
During the current fiscal period, none of the Funds utilized this facility.
Inter-Fund Borrowing and Lending
The Securities and Exchange Commission (“SEC”) has granted an exemptive order permitting registered open-end and closed-end Nuveen funds to participate in an inter-fund lending facility whereby the Nuveen funds may directly lend to and borrow money from each other for temporary purposes (e.g., to satisfy redemption requests or when a sale of securities “fails,” resulting in an unanticipated cash shortfall) (the “Inter-Fund Program”). The closed-end Nuveen funds, including the Funds covered by this shareholder report, will participate only as lenders, and not as borrowers, in the Inter-Fund Program because such closed-end funds rarely, if ever, need to borrow cash to meet redemptions. The Inter-Fund Program is subject to a number of conditions, including, among other things, the requirements that (1) no fund may borrow or lend money through the Inter-Fund Program unless it receives a more favorable interest rate than is typically available from a bank or other financial institution for a comparable transaction; (2) no fund may borrow on an unsecured basis through the Inter-Fund Program unless the fund’s outstanding borrowings from all sources immediately after the inter-fund borrowing total 10% or less of its total assets; provided that if the borrowing fund has a secured borrowing outstanding from any other lender, including but not limited to another fund, the inter-fund loan must be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value; (3) if a fund’s total outstanding borrowings immediately after an inter-fund borrowing would be greater than 10% of its total assets, the fund may borrow through the inter-fund loan on a secured basis only; (4) no fund may lend money if the loan would cause its aggregate outstanding loans through the Inter-Fund Program to exceed 15% of its net assets at the time of the loan; (5) a fund’s inter-fund loans to any one fund shall not exceed 5% of the lending fund’s net assets; (6) the duration of inter-fund loans will be limited to the time required to receive payment for securities sold, but in no event more than seven days; and (7) each inter-fund loan may be called on one business day’s notice by a lending fund and may be repaid on any day by a borrowing fund. In addition, a Nuveen fund may participate in the Inter-Fund Program only if and to the extent that such participation is consistent with the fund’s investment objective and investment policies. The Board is responsible for overseeing the Inter-Fund Program.
The limitations detailed above and the other conditions of the SEC exemptive order permitting the Inter-Fund Program are designed to minimize the risks associated with Inter-Fund Program for both the lending fund and the borrowing fund. However, no borrowing or lending activity is without risk. When a fund borrows money from another fund, there is a risk that the loan could be called on one day’s notice or not renewed, in which case the fund may have to borrow from a bank at a higher rate or take other actions to payoff such loan if an inter-fund loan is not available from another fund. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.
During May 2017, the Board approved the Nuveen funds participation in the Inter-Fund Program. During the current reporting period, none of the Funds have entered into any inter-fund loan activity.
9. New Accounting Pronouncements
Amendments to Regulation S-X
In October 2016, the SEC adopted new rules and amended existing rules (together, the “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date of the amendments to Regulation S-X is August 1, 2017. Management is still evaluating the impact of the final rules, if any.
Accounting Standards Update 2017-08 (“ASU 2017-08”) Premium Amortization on Purchased Callable Debt Securities
During March 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-08, which shortens the premium amortization period for purchased non-contingently callable debt securities. ASU 2017-08 specifies that the premium amortization period ends at the earliest call date, for purchased non-contingently callable debt securities. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Management is currently evaluating the implications of ASU 2017-08, if any.
10. Subsequent Events
Uncommitted Line of Credit
The Unsecured Credit Line (as described in Note 8 – Borrowing Arrangements) was not renewed after its scheduled Termination Date on July 27, 2017.
|
52
|
NUVEEN
|
Additional Fund Information (Unaudited)
| Board of Trustees | |||||
| William Adams IV* | Margo Cook** | Jack B. Evans | William C. Hunter | David J. Kundert | Albin F. Moschner |
| John K. Nelson | William J. Schneider | Judith M. Stockdale | Carole E. Stone | Terence J. Toth | Margaret L Wolff |
| Robert L. Young*** |
| * Interested Board Member and retired from the Fund’s Board of Trustees effective June 30, 2017. |
| ** Interested Board Member. |
| *** Effective July 1, 2017. |
| Fund Manager | Custodian | Legal Counsel | Independent Registered | Transfer Agent and |
| Nuveen Fund Advisors, LLC | State Street Bank | Chapman and Cutler LLP | Public Accounting Firm | Shareholder Services |
| 333 West Wacker Drive | & Trust Company | Chicago, IL 60603 | KPMG LLP | Computershare Trust |
| Chicago, IL 60606 | One Lincoln Street | 200 East Randolph Street | Company, N.A. | |
| Boston, MA 02111 | Chicago, IL 60601 | 250 Royall Street | ||
| Canton, MA 02021 | ||||
| (800) 257-8787 |
Quarterly Form N-Q Portfolio of Investments Information
Each Fund is required to file its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. You may obtain this information directly from the SEC. Visit the SEC on-line at http://www.sec.gov or in person at the SEC’s Public Reference Room in Washington, D.C. Call the SEC toll-free at (800) SEC-0330 for room hours and operation.
Nuveen Funds’ Proxy Voting Information
You may obtain (i) information regarding how each fund voted proxies relating to portfolio securities held during the most recent twelve-month period ended June 30, without charge, upon request, by calling Nuveen toll-free at (800) 257-8787 or on Nuveen’s website at www.nuveen.com and (ii) a description of the policies and procedures that each fund used to determine how to vote proxies relating to portfolio securities without charge, upon request, by calling Nuveen toll free at (800) 257-8787. You may also obtain this information directly from the SEC. Visit the SEC on-line at http://www.sec.gov.
CEO Certification Disclosure
Each Fund’s Chief Executive Officer (CEO) has submitted to the New York Stock Exchange (NYSE) the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual. Each Fund has filed with the SEC the certification of its CEO and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.
Common Share Repurchases
Each Fund intends to repurchase, through its open-market share repurchase program, shares of its own common stock at such times and in such amounts as is deemed advisable. During the period covered by this report, each Fund repurchased shares of its common stock, as shown in the accompanying table. Any future repurchases will be reported to shareholders in the next annual or semi-annual report.
| NTC | NMT | ||||||
| Common shares repurchased | — | — |
FINRA BrokerCheck
The Financial Industry Regulatory Authority (FINRA) provides information regarding the disciplinary history of FINRA member firms and associated investment professionals. This information as well as an investor brochure describing FINRA BrokerCheck is available to the public by calling the FINRA BrokerCheck Hotline number at (800) 289-9999 or by visiting www.FINRA.org.
|
NUVEEN
|
53
|
Glossary of Terms Used in this Report (Unaudited)
| ■ | Auction Rate Bond: An auction rate bond is a security whose interest payments are adjusted periodically through an auction process, which process typically also serves as a means for buying and selling the bond. Auctions that fail to attract enough buyers for all the shares offered for sale are deemed to have “failed,” with current holders receiving a formula-based interest rate until the next scheduled auction. |
| ■ | Average Annual Total Return: This is a commonly used method to express an investment’s performance over a particular, usually multi-year time period. It expresses the return that would have been necessary each year to equal the investment’s actual cumulative performance (including change in NAV or market price and reinvested dividends and capital gains distributions, if any) over the time period being considered. |
| ■ | Duration: Duration is a measure of the expected period over which a bond’s principal and interest will be paid, and consequently is a measure of the sensitivity of a bond’s or bond fund’s value to changes when market interest rates change. Generally, the longer a bond’s or fund’s duration, the more the price of the bond or fund will change as interest rates change. |
| ■ | Effective Leverage: Effective leverage is a fund’s effective economic leverage, and includes both regulatory leverage (see leverage) and the leverage effects of certain derivative investments in the fund’s portfolio. Currently, the leverage effects of Tender Option Bond (TOB) inverse floater holdings are included in effective leverage values, in addition to any regulatory leverage. |
| ■ | Escrowed to Maturity Bond: When proceeds of a refunding issue are deposited in an escrow account for investment in an amount sufficient to pay the principal and interest on the issue being refunded. In some cases, though, an issuer may expressly reserve its right to exercise an early call of bonds that have been escrowed to maturity. |
| ■ | Gross Domestic Product (GDP): The total market value of all final goods and services produced in a country/region in a given year, equal to total consumer, investment and government spending, plus the value of exports, minus the value of imports. |
| ■ | Inverse Floating Rate Securities: Inverse floating rate securities, also known as inverse floaters or tender option bonds (TOBs), are created by depositing a municipal bond, typically with a fixed interest rate, into a special purpose trust. This trust, in turn, (a) issues floating rate certificates typically paying short-term tax-exempt interest rates to third parties in amounts equal to some fraction of the deposited bond’s par amount or market value, and (b) issues an inverse floating rate certificate (sometimes referred to as an “inverse floater”) to an investor (such as a Fund) interested in gaining investment exposure to a long-term municipal bond. The income received by the holder of the inverse floater varies inversely with the short-term rate paid to the floating rate certificates’ holders, and in most circumstances the holder of the inverse floater bears substantially all of the underlying bond’s downside investment risk. The holder of the inverse floater typically also benefits disproportionately from any potential appreciation of the underlying bond’s value. Hence, an inverse floater essentially represents an investment in the underlying bond on a leveraged basis. |
| ■ | Leverage: Leverage is created whenever a fund has investment exposure (both reward and/or risk) equivalent to more than 100% of the investment capital. |
| ■ | Net Asset Value (NAV) Per Share: A fund’s Net Assets is equal to its total assets (securities, cash, accrued earnings and receivables) less its total liabilities. NAV per share is equal to the fund’s Net Assets divided by its number of shares outstanding. |
|
54
|
NUVEEN
|
| ■ | Pre-Refunding: Pre-Refunding, also known as advanced refundings or refinancings, is a procedure used by state and local governments to refinance municipal bonds to lower interest expenses. The issuer sells new bonds with a lower yield and uses the proceeds to buy U.S. Treasury securities, the interest from which is used to make payments on the higher-yielding bonds. Because of this collateral, pre-refunding generally raises a bond’s credit rating and thus its value. |
| ■ | Regulatory Leverage: Regulatory Leverage consists of preferred shares issued by or borrowings of a fund. Both of these are part of a fund’s capital structure. Regulatory leverage is subject to asset coverage limits set in the Investment Company Act of 1940. |
| ■ | S&P Municipal Bond Connecticut Index: An unleveraged, market value-weighted index designed to measure the performance of the tax-exempt, investment-grade Connecticut municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees. |
| ■ | S&P Municipal Bond Index: An unleveraged, market value-weighted index designed to measure the performance of the tax-exempt, investment-grade U.S. municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees. |
| ■ | S&P Municipal Bond Massachusetts Index: An unleveraged, market value-weighted index designed to measure the performance of the tax-exempt, investment-grade Massachusetts municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees. |
| ■ | Total Investment Exposure: Total investment exposure is a fund’s assets managed by the Adviser that are attributable to financial leverage. For these purposes, financial leverage includes a fund’s use of preferred stock and borrowings and investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trust’s issuance of floating rate securities. |
| ■ | Zero Coupon Bond: A zero coupon bond does not pay a regular interest coupon to its holders during the life of the bond. Income to the holder of the bond comes from accretion of the difference between the original purchase price of the bond at issuance and the par value of the bond at maturity and is effectively paid at maturity. The market prices of zero coupon bonds generally are more volatile than the market prices of bonds that pay interest periodically. |
|
NUVEEN
|
55
|
Reinvest Automatically, Easily and Conveniently
Nuveen makes reinvesting easy. A phone call is all it takes to set up your reinvestment account.
Nuveen Closed-End Funds Automatic Reinvestment Plan
Nuveen Closed-End Fund allows you to conveniently reinvest distributions in additional Fund shares. By choosing to reinvest, you’ll be able to invest money regularly and automatically, and watch your investment grow through the power of compounding. Just like distributions in cash, there may be times when income or capital gains taxes may be payable on distributions that are reinvested. It is important to note that an automatic reinvestment plan does not ensure a profit, nor does it protect you against loss in a declining market.
Easy and convenient
To make recordkeeping easy and convenient, each month you’ll receive a statement showing your total distributions, the date of investment, the shares acquired and the price per share, and the total number of shares you own.
How shares are purchased
The shares you acquire by reinvesting will either be purchased on the open market or newly issued by the Fund. If the shares are trading at or above net asset value at the time of valuation, the Fund will issue new shares at the greater of the net asset value or 95% of the then-current market price. If the shares are trading at less than net asset value, shares for your account will be purchased on the open market. If the Plan Agent begins purchasing Fund shares on the open market while shares are trading below net asset value, but the Fund’s shares subsequently trade at or above their net asset value before the Plan Agent is able to complete its purchases, the Plan Agent may cease open-market purchases and may invest the uninvested portion of the distribution in newly-issued Fund shares at a price equal to the greater of the shares’ net asset value or 95% of the shares’ market value on the last business day immediately prior to the purchase date. Distributions received to purchase shares in the open market will normally be invested shortly after the distribution payment date. No interest will be paid on distributions awaiting reinvestment. Because the market price of the shares may increase before purchases are completed, the average purchase price per share may exceed the market price at the time of valuation, resulting in the acquisition of fewer shares than if the distribution had been paid in shares issued by the Fund. A pro rata portion of any applicable brokerage commissions on open market purchases will be paid by Plan participants. These commissions usually will be lower than those charged on individual transactions.
Flexible
You may change your distribution option or withdraw from the Plan at any time, should your needs or situation change. You can reinvest whether your shares are registered in your name, or in the name of a brokerage firm, bank, or other nominee. Ask your investment advisor if his or her firm will participate on your behalf. Participants whose shares are registered in the name of one firm may not be able to transfer the shares to another firm and continue to participate in the Plan. The Fund reserves the right to amend or terminate the Plan at any time. Although the Fund reserves the right to amend the Plan to include a service charge payable by the participants, there is no direct service charge to participants in the Plan at this time.
Call today to start reinvesting distributions
For more information on the Nuveen Automatic Reinvestment Plan or to enroll in or withdraw from the Plan, speak with your financial advisor or call us at (800) 257-8787.
|
56
|
NUVEEN
|
Annual Investment Management Agreement Approval Process (Unaudited)
The Board of Trustees (each, a “Board,” and each Trustee, a “Board Member”) of each Fund, including the Board Members who are not parties to the applicable advisory or sub-advisory agreements or “interested persons” of any such parties (the “Independent Board Members”), oversees the management of its respective Fund, including the performance of Nuveen Fund Advisors, LLC, the Funds’ investment adviser (the “Adviser”), and Nuveen Asset Management, LLC, the Funds’ sub-adviser (the “Sub-Adviser”). As required by applicable law, after the initial term of the respective Fund following commencement of its operations, the Board is required to consider annually whether to renew the Fund’s management agreement with the Adviser (the “Investment Management Agreement”) and its sub-advisory agreement with the Sub-Adviser (the “Sub-Advisory Agreement” and, together with the Investment Management Agreement, the “Advisory Agreements”). Accordingly, the Board met in person on April 11-12, 2017 (the “April Meeting”) and May 23-25, 2017 (the “May Meeting”) to consider the approval of each Advisory Agreement that was up for renewal for an additional one-year period.
The Board considered its review of the Advisory Agreements as an ongoing process encompassing the information received and the deliberations the Board and its committees have had throughout the year. The Board met regularly during the year and received materials and discussed topics that were relevant to the annual consideration of the renewal of the Advisory Agreements, including, among other things, overall market performance and developments; fund investment performance; investment team review; valuation of securities; compliance, regulatory and risk management matters; and other developments. The Board had also established several standing committees, including the Open-end Fund Committee and Closed-end Fund Committee, which met regularly throughout the year to permit the Board Members to delve deeper into the topics particularly relevant to the respective product line. The Board further continued its practice of seeking to meet periodically with the Sub-Adviser and its investment team. The accumulated information, knowledge, and experience the Board Members had gained during their tenure on the Board governing the Funds and working with the Fund Advisers (as defined below) were taken into account in their review of the Advisory Agreements.
In addition to the materials received by the Board or its committees throughout the year, the Board reviewed extensive additional materials prepared specifically for its annual review of the Advisory Agreements in response to a request by independent legal counsel on behalf of the Independent Board Members. The materials addressed a variety of topics, including, but not limited to, a description of the services provided by the Adviser and Sub-Adviser (the Adviser and the Sub-Adviser are each a “Fund Adviser”); an analysis of fund performance including comparative industry data and a detailed focus on any performance outliers; an analysis of the Sub-Adviser; an analysis of the fees and expense ratios of the Nuveen funds in absolute terms and in comparison to the fees and expenses of peers with a focus on any expense outliers; an assessment of shareholder services for the Nuveen funds and of the performance of certain service providers; a review of initiatives instituted or continued during the past year; a review of premium/discount trends and leverage management for the closed-end funds as well as information regarding the profitability of the Fund Advisers, the compensation of portfolio managers, and compliance and risk matters. The materials provided in connection with the annual review included information compiled and prepared by Broadridge Financial Solutions, Inc. (“Broadridge” or “Lipper”), an independent provider of investment company data, comparing, in relevant part, each Fund’s fees and expenses with those of a comparable universe of funds (the “Peer Universe”), as selected by Broadridge (the “Broadridge Report”). The Independent Board Members also received a memorandum from independent legal counsel outlining their fiduciary duties and legal standards in reviewing the Advisory Agreements.
|
NUVEEN
|
57
|
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
As part of its annual review, the Board met at the April Meeting to review the investment performance of the Funds and to consider the Adviser’s analysis of the Sub-Adviser evaluating, among other things, the Sub-Adviser’s assets under management, investment team, performance, organizational stability, and investment approach. During the review, the Independent Board Members requested and received additional information from management. At the May Meeting, the Board, including the Independent Board Members, continued its review and ultimately approved the continuation of the Advisory Agreements for an additional year. Throughout the year and throughout their review of the Advisory Agreements, the Independent Board Members were assisted by independent legal counsel and met with counsel separately without management present. In deciding to renew the Advisory Agreements, the Independent Board Members did not identify a particular factor as determinative, but rather the decision reflected the comprehensive consideration of all the information presented, and each Board Member may have attributed different weights to the various factors and information considered in connection with the approval process. The following summarizes the principal factors, but not all the factors, the Board considered in its review of the Advisory Agreements and its conclusions.
| A. | Nature, Extent and Quality of Services |
| In evaluating the renewal of the Advisory Agreements, the Independent Board Members received and considered information regarding the nature, extent and quality of the applicable Fund Adviser’s services provided to the respective Fund and the resulting performance of each Fund. The Board recognized the myriad of services the Adviser and its affiliates provided to manage and operate the Nuveen funds, including (a) product management (such as managing distributions, positioning the product in the marketplace, maintaining and enhancing shareholder communications and reporting to the Board); (b) investment oversight, risk management and securities valuation (such as overseeing the sub-advisers and other service providers, analyzing investment performance and risks, overseeing risk management and disclosure, executing the daily valuation of securities, and analyzing trade execution); (c) fund administration (such as helping to prepare fund tax returns and complete other tax compliance matters and helping to prepare regulatory filings and shareholder reports); (d) fund board administration (such as preparing board materials and organizing and providing assistance for board meetings); (e) compliance (such as helping to devise and maintain the Nuveen funds’ compliance program and test for adherence); (f) legal support (such as helping to prepare registration statements and proxy statements, interpreting regulations and policies and overseeing fund activities); (g) with respect to certain closed-end funds, providing leverage, capital and distribution management services; and (h) with respect to certain open-end funds with portfolios that have a leverage component, providing such leverage management services. | |
| The Board further noted the Adviser’s continued dedication to investing in its business to enhance the quality and breadth of the services provided to the Funds. The Board recognized the Adviser’s investment in staffing over recent years to support the services provided to the Nuveen funds in key areas, including in investment services, product management, retail distribution and information technology, closed-end funds and structured products, as well as in fund administration, operations and risk management. The Board further noted the Adviser’s continued commitment to enhancing its compliance program by, among other things, restructuring the compliance organization, developing a unified compliance program, adding compliance staff, and developing and/or revising policies and procedures as well as building further infrastructure to address new regulatory requirements or guidance and the growth of the complex. The Board also considered the enhancements to Nuveen’s cybersecurity capabilities, systems and processes to value securities, stress test reporting and risk and control self-assessments. | |
| In addition, the Independent Board Members considered information highlighting the various initiatives that the Adviser had implemented or continued over recent years to benefit the open-end fund and closed-end fund product lines and/or particular Nuveen funds. The Board noted the Adviser’s continued efforts to rationalize the open-end fund and closed-end fund product lines through, among other things, mergers, liquidations and repositionings in seeking to provide enhanced shareholder value over the years through increased efficiency, reduced costs, improved performance and revised investment approaches that are more relevant to current shareholder needs. With respect to closed-end Nuveen funds, such initiatives included (a) an increased level of leverage management activities in 2016 and 2017 resulting from the rollover of existing facilities, the negotiation of |
|
58
|
NUVEEN
|
| improved terms and pricing to reduce leverage costs, the innovation of new leverage structures, the rebalancing of leverage of various funds as a result of mergers or new investment mandates, and the restructuring of tender option bonds to be compliant with new regulatory requirements; (b) an increased level of capital management activities (i.e., the management of the issuance and repurchase of shares of certain closed-end funds) during 2016 as a result of market demand as well as an implementation of a cross department review system for shares trading at certain discount levels; (c) continued refinements to a database to permit further analysis of the closed-end fund marketplace and shareholder base; (d) the development of enhanced secondary market board reporting and commentary; (e) the reconfiguration of the framework for determining and maintaining closed-end fund benchmarks to permit more consistency across the complex; and (f) the development of product innovations for new closed-end offerings, including target term funds. The Board also recognized the Adviser’s continued commitment to supporting the closed-end product line through its award winning investor relations support program through which Nuveen seeks to educate investors and financial advisers regarding closed-end funds. | |
| With respect to municipal funds, the Independent Board Members also appreciated, in particular, the astute portfolio management of the municipal funds with respect to the Puerto Rico debt crisis. | |
| In its review, the Board recognized that initiatives that attracted assets to the Nuveen family of funds generally benefited the Nuveen funds in the complex as fixed costs would be spread over a larger asset base and, as described below, through the complex-wide fee arrangement which generally provides that the management fees of the Nuveen funds (subject to limited exceptions) are reduced as asset levels in the complex reach certain breakpoints in the fee schedule. | |
| Similarly, the Board considered the sub-advisory services provided by the Sub-Adviser to the Funds. The Sub-Adviser generally provided portfolio advisory services for the Funds. The Board reviewed the Adviser’s analysis of the Sub-Adviser which evaluated, among other things, the investment team and any changes thereto, the stability and history of the organization, the assets under management, the investment approach and the performance of the Nuveen funds it sub-advises. The Board noted that the Adviser recommended the renewal of the Sub-Advisory Agreements. | |
| Based on its review, the Board determined, in the exercise of its reasonable business judgment, that it was satisfied with the nature, extent and quality of services provided to the respective Funds under each applicable Advisory Agreement. | |
| B. | The Investment Performance of the Funds and Fund Advisers |
| As part of its evaluation of the services provided by the Fund Advisers, the Board reviewed Fund performance over the quarter, one-, three- and five-year periods ending December 31, 2016 as well as performance data for the first quarter of 2017 ending March 31, 2017. The Board reviewed performance on an absolute basis and in comparison to the performance of peer funds (the “Performance Peer Group”) and recognized and/or customized benchmarks (i.e., generally benchmarks derived from multiple recognized benchmarks). For closed-end funds, the Board (or the Closed-end Fund Committee) also reviewed, among other things, the premium or discount to net asset value of the Nuveen closed-end funds as of a specified date and over various periods as well as in comparison to the premium/discount average in their respective Lipper peer category. The Independent Board Members continued to recognize the importance of secondary market trading for the shares of the closed-end funds and the evaluation of the premium and discount levels was a continuing priority for them. The review and analysis of performance information during the annual review of Advisory Agreements incorporated the discussions and performance information the Board Members have had at each of their quarterly meetings throughout the year. | |
| In evaluating performance data, the Independent Board Members recognized some of the limitations of such data and the difficulty in establishing appropriate peer groups and benchmarks for certain of the Nuveen funds. They recognized that each fund operates pursuant to its own investment objective(s), parameters and restrictions which may differ from that of the Performance Peer Group or benchmark. Certain funds may also utilize leverage which may provide benefits or risks to their portfolio compared to an unlevered benchmark. The Independent Board Members had noted that management had classified the |
|
NUVEEN
|
59
|
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
| Performance Peer Groups as low, medium and high in relevancy to the applicable fund as a result of these differences or other factors. The Independent Board Members recognized that the variations between the Performance Peer Group or benchmark and the applicable Fund will lead to differing performance results and may limit the value of the comparative performance data in assessing the particular Fund’s performance. | |
| In addition, the Independent Board Members recognized that the performance data is a snapshot in time, in this case as of the end of the 2016 calendar year or end of the first quarter of 2017. A different period may generate significantly different results and longer term performance can be adversely affected by even one period of significant underperformance. Further, a shareholder’s experience in a Fund depends on his or her own holding period which may differ from that reviewed by the Independent Board Members. | |
| In their review of performance, the Independent Board Members focused, in particular, on the Adviser’s analysis of Nuveen funds determined to be underperforming performance outliers and the factors contributing to the respective fund’s performance and any efforts to address performance concerns. With respect to any Nuveen funds for which the Board has identified performance issues, the Board monitors such funds closely until performance improves, discusses with the Adviser the reasons for such results, considers any steps necessary or appropriate to address such issues, and reviews the results of any efforts undertaken. The Board, however, acknowledged that shareholders chose to invest or remain invested in a fund knowing that the Adviser and applicable sub-adviser manage the fund, knowing the fund’s investment strategy and seeking exposure to that strategy (even if the strategy was “out of favor” in the marketplace) and knowing the fund’s fee structure. | |
| In reviewing the performance of the Nuveen municipal funds, the Board recognized the challenged and volatile conditions of the municipal market in the fourth quarter of 2016 which impacted the performance of many of the municipal funds. The Board further considered that the municipal market had generally rebounded in the first quarter of 2017. In reviewing the performance of the municipal funds, the Board considered the impact of the market conditions. | |
| For Nuveen Connecticut Quality Municipal Income Fund (the “Connecticut Fund”), the Board noted that the Fund ranked in the fourth quartile in its Performance Peer Group for the one-, three- and five-year periods. Although the Fund underperformed its benchmark in the one-year period, the Fund outperformed its benchmark in the three- and five-year periods. In reviewing the Fund’s performance, the Board considered that the top performers in the Performance Peer Group for the one- and three-year periods had benefited from generally higher allocations to lower credit quality. Although the Fund typically had been overweight lower credit quality relative to its benchmark, the Fund was generally underweight lower credit quality relative to top performers in the Performance Peer Group. The Board was satisfied with the Adviser’s explanation of the Fund’s performance. | |
| For Nuveen Massachusetts Quality Municipal Income Fund (the “Massachusetts Fund”), the Board noted that the Fund ranked in its Performance Peer Group in the second quartile in the one-year period and the third quartile in the three- and five-year periods. The Fund also outperformed its benchmark in the one-, three- and five-year periods. The Board was satisfied with the Fund’s overall performance. | |
| C. | Fees, Expenses and Profitability |
| 1. Fees and Expenses | |
| The Board evaluated the management fees and other fees and expenses of each Fund. The Board reviewed and considered, among other things, the gross and net management fees paid by the Funds. The Board further considered the net total expense ratios of each Fund (expressed as a percentage of average net assets) as the expense ratio is most reflective of the investors’ net experience in a Fund as it directly reflected the costs of investing in the respective Fund. | |
| In addition, the Board reviewed the Broadridge Report comparing, in relevant part, each Fund’s gross and net advisory fees and net total expense ratios with those of a Peer Universe. The Independent Board Members also reviewed the methodology regarding the construction of the applicable Peer Universe by Broadridge. In reviewing the comparative data, the Board was |
|
60
|
NUVEEN
|
| aware that various factors may limit some of the usefulness of the data, such as differences in size of the peers; the composition of the Peer Universe; changes each year of funds comprising the Peer Universe; levels of expense reimbursements and fee waivers; and differences in the type and use of leverage. Nevertheless, in reviewing a fund’s fees and expenses compared to the fees and expenses of its peers (excluding leverage costs and leveraged assets), the Board generally considered a fund’s expenses and fees to be higher if they were over 10 basis points higher, slightly higher if they were 6 to 10 basis points higher, in line if they were within approximately 5 basis points higher than the peer average and below if they were below the peer average of the Peer Universe. The Board noted that the substantial majority of the Nuveen funds had a net expense ratio that was near or below their respective peer average. | |
| The Independent Board Members noted that the Connecticut Fund had a net management fee slightly higher than its peer average and a net expense ratio below its peer average, and the Massachusetts Fund had a net management fee in line with its peer average and a net expense ratio below its peer average. | |
| In their evaluation of the management fee schedule, the Independent Board Members also reviewed the fund-level and complex-wide breakpoint schedules, as described in further detail below. With respect to closed-end funds, the Board considered the effects of leverage on fees and expenses, including the calculation of management fees for funds with tender option bonds. | |
| Based on their review of the information provided, the Board determined that each Fund’s management fees (as applicable) to a Fund Adviser were reasonable in light of the nature, extent and quality of services provided to the Fund. | |
| 2. Comparisons with the Fees of Other Clients | |
| The Board also reviewed information regarding the respective Fund Adviser’s fee rates for providing advisory services to other types of clients. For the Adviser and/or the Sub-Adviser, such other clients may include municipal separately managed accounts and passively managed exchange-traded funds (“ETFs”) sub-advised by the Sub-Adviser but that are offered by another fund complex. | |
| The Board recognized that each Fund had an affiliated sub-adviser. In reviewing the fee rates assessed to other clients, with respect to affiliated sub-advisers, the Board reviewed, among other things, the range of fees and average fee rates assessed for managed accounts. | |
| The Board recognized the inherent differences between the Nuveen funds and the other types of clients. The Board considered information regarding these various differences which included, among other things, the services required, average account sizes, types of investors targeted, legal structure and operations, and applicable laws and regulations. The Independent Board Members recognized that the foregoing variations resulted in different economics among the product structures and culminated in varying management fees among the types of clients and the Nuveen funds. In general, the Board noted that higher fee levels reflected higher levels of service provided by the Fund Adviser, increased investment management complexity, greater product management requirements and higher levels of business risk or some combination of the foregoing. The Board recognized the breadth of services the Adviser provided to support the Nuveen funds as summarized above and noted that many of such administrative services may not be required to the same extent or at all for the institutional clients or other clients. The Board further recognized the passive management of ETFs compared to the active management required of other Nuveen funds would contribute to differing fee levels. | |
| The Independent Board Members noted that the sub-advisory fees paid by the Adviser to the Sub-Adviser, however, were generally for portfolio management services. With respect to affiliated sub-advisers, the Board noted such sub-advisory fees were more comparable to the fees of retail wrap accounts and other external sub-advisory mandates. | |
| Given the inherent differences in the various products, particularly the extensive services provided to the Funds, the Board concluded that such facts justify the different levels of fees. |
|
NUVEEN
|
61
|
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
| 3. Profitability of Fund Advisers | |
| In conjunction with their review of fees, the Independent Board Members also considered Nuveen’s level of profitability for its advisory services to the Nuveen funds for the calendar years 2016 and 2015. In considering profitability, the Independent Board Members considered the level of profitability realized by Nuveen before the imposition of any distribution and marketing expenses incurred by the firm from its own resources. In evaluating the profitability, the Independent Board Members evaluated the analysis employed in developing the profitability figures, including the assumptions and methodology employed in allocating expenses. The Independent Board Members recognized the inherent limitations to any cost allocation methodology as different and reasonable approaches may be used and yet yield differing results. The Independent Board Members further reviewed an analysis of the history of the profitability methodology used explaining any changes to the methodology over the years. The Board has appointed two Independent Board Members, who along with independent legal counsel, helped to review and discuss the methodology employed to develop the profitability analysis each year and any proposed changes thereto and to keep the Board apprised of such changes during the year. | |
| In their review, the Independent Board Members evaluated, among other things, Nuveen’s adjusted operating margins, the gross and net revenue margins (pre-tax and after-tax) for advisory activities for the Nuveen funds, and the revenues, expenses, and net income (pre-tax and after-tax) of Nuveen for each of the last two calendar years. The Independent Board Members also reviewed an analysis of the key drivers behind the changes in revenues and expenses that impacted profitability in 2016 versus 2015. The Board, however, observed that Nuveen’s operating margins for its advisory activities in 2016 were similar to that of 2015. | |
| In addition to reviewing Nuveen’s profitability in absolute terms, the Independent Board Members also reviewed the adjusted total company margins of other advisory firms that had publicly available information and comparable assets under management (based on asset size and asset composition). The Independent Board Members, however, noted that the usefulness of the comparative data may be limited as the other firms may have a different business mix and their profitability data may be affected by numerous other factors such as the types of funds managed, the cost allocation methodology used, and their capital structure. Nevertheless, the Board noted that Nuveen’s adjusted operating margins appeared comparable to the adjusted margins of the peers. | |
| Further, the Adviser is a subsidiary of Nuveen, LLC, the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). To have a fuller picture of the financial condition and strength of the TIAA complex, together with Nuveen, the Board reviewed a balance sheet for TIAA reflecting its assets, liabilities and capital and contingency reserves for the 2016 and 2015 calendar years. | |
| In addition to the Adviser’s profitability, the Independent Board Members also considered the profitability of the Sub-Adviser from its relationship with the Nuveen funds. The Independent Board Members reviewed the Sub-Adviser’s revenues, expenses and revenue margins (pre- and post-tax) for its advisory activities for the calendar year ended December 31, 2016. The Independent Board Members also reviewed a profitability analysis reflecting the revenues, expenses and revenue margin (pre- and post-tax) by asset type for the Sub-Adviser for the calendar year ending December 31, 2016. | |
| In evaluating the reasonableness of the compensation, the Independent Board Members also considered other amounts paid to a Fund Adviser for its services to the Funds as well as indirect benefits (such as soft dollar arrangements), if any, the Fund Adviser and its affiliates received or were expected to receive that were directly attributable to the management of a Fund. See Section E below for additional information on indirect benefits a Fund Adviser may receive as a result of its relationship with the Funds. | |
| Based on a consideration of all the information provided, the Board noted that Nuveen’s and the Sub-Adviser’s level of profitability was acceptable and not unreasonable in light of the services provided. |
|
62
|
NUVEEN
|
| D. | Economies of Scale and Whether Fee Levels Reflect These Economies of Scale |
| When evaluating the level of the advisory fees, the Independent Board Members considered whether there will be any economies of scale that may be realized by the Fund Adviser as a Fund grows and the extent to which these economies were shared with the Funds and shareholders. The Board recognized that economies of scale are difficult to measure with precision; however, the Board considered that there were several ways the Fund Adviser may share the benefits of economies of scale with the Nuveen funds, including through breakpoints in the management fee schedule reducing the fee rates as asset levels grow, fee waivers and/or expense limitation agreements and the Adviser’s investment in its business which can enhance the services provided to the Nuveen funds. With respect to the fee structure, the Independent Board Members have recognized that economies of scale may be realized when a particular fund grows, but also when the total size of the fund complex grows (even if the assets of a particular fund in the complex have not changed or have decreased). Accordingly, subject to certain exceptions, the funds in the Nuveen complex pay a management fee to the Adviser which is generally comprised of a fund-level component and complex-level component, each of which has a breakpoint schedule. Subject to certain exceptions, the fund-level fee component declines as the assets of the particular fund grow and the complex-level fee component declines when eligible assets of all the funds (except for Nuveen ETFs which are subject to a unitary fee) in the Nuveen complex combined grow. In addition, with respect to closed-end funds, the Independent Board Members noted that, although such funds may from time-to-time make additional share offerings, the growth of their assets would occur primarily through the appreciation of such funds’ investment portfolios. | |
| The Independent Board Members reviewed the breakpoint and complex-wide schedules and any savings achieved from fee reductions as a result of the fund-level and complex-level breakpoints for the 2016 calendar year. In addition, the Independent Board Members recognized the Adviser’s ongoing investment in its business to expand or enhance the services provided to the benefit of all of the Nuveen funds. | |
| Based on their review, the Board concluded that the current fee structure was acceptable and reflected economies of scale to be shared with shareholders when assets under management increase. | |
| E. | Indirect Benefits |
| The Independent Board Members received and considered information regarding other benefits the respective Fund Adviser or its affiliates may receive as a result of their relationship with the Nuveen funds, including compensation paid to affiliates of a Fund Adviser for services rendered to the funds and research services received by a Fund Adviser from broker-dealers that execute fund trades. The Independent Board Members noted that affiliates of the Adviser may receive compensation for serving as a co-manager for initial public offerings of new Nuveen closed-end funds and as underwriter on shelf offerings for certain existing funds. The Independent Board Members considered the compensation paid for such services in 2016. | |
| In addition to the above, the Independent Board Members considered that the Funds’ portfolio transactions are allocated by the Sub-Adviser and the Sub-Adviser may benefit from research received from broker-dealers that execute Fund portfolio transactions. The Board noted, however, that with respect to transactions in fixed income securities, such securities generally trade on a principal basis and do not generate soft dollar credits. Although the Board recognized the Sub-Adviser may benefit from a soft dollar arrangement if it does not have to pay for this research out of its own assets, the Board also recognized that the research may benefit the Funds to the extent it enhances the ability of the Sub-Adviser to manage the Funds. | |
| Based on their review, the Board concluded that any indirect benefits received by a Fund Adviser as a result of its relationship with the Funds were reasonable and within acceptable parameters. |
|
NUVEEN
|
63
|
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
| F. | Other Considerations |
| The Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members, including the Independent Board Members, concluded that the terms of each Advisory Agreement were fair and reasonable, that the respective Fund Adviser’s fees were reasonable in light of the services provided to each Fund and that the Advisory Agreements be renewed. |
|
64
|
NUVEEN
|
Board Members & Officers (Unaudited)
The management of the Funds, including general supervision of the duties performed for the Funds by the Adviser, is the responsibility of the Board of Trustees of the Funds. The number of trustees of the Funds is set at twelve. None of the trustees who are not “interested” persons of the Funds (referred to herein as “independent trustees”) has ever been a director or employee of, or consultant to, Nuveen or its affiliates. The names and business addresses of the trustees and officers of the Funds, their principal occupations and other affiliations during the past five years, the number of portfolios each oversees and other directorships they hold are set forth below.
| Name, Year of Birth & Address |
Position(s) Held with the Funds |
Year First Elected or Appointed and Term(1) |
Principal Occupation(s) Including other Directorships During Past 5 Years |
Number of Portfolios in Fund Complex Overseen by Board Member |
|||||
| Independent Board Members: | |||||||||
| ■ | WILLIAM J. SCHNEIDER 1944 333 W. Wacker Drive Chicago, IL 6o6o6 |
Chairman and Board Member |
1996 Class III |
Chairman of Miller-Valentine Partners, a real estate investment company; Board Member of WDPR Public Radio station; formerly, Senior Partner and Chief Operating Officer (retired (2004) of Miller-Valentine Group; formerly, Board member, Business Advisory Council of the Cleveland Federal Reserve Bank and University of Dayton Business School Advisory Council; past Chair and Director, Dayton Development Coalition. | 176 |
||||
| ■ | JACK B. EVANS 1948 333 W. Wacker Drive Chicago, IL 6o6o6 |
Board Member |
1999 Class III |
President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Director and Chairman, United Fire Group, a publicly held company; Director, Public Member, American Board of Orthopaedic Surgery (since 2015); Life Trustee of Coe College and the Iowa College Foundation; formerly, President Pro-Tem of the Board of Regents for the State of Iowa University System; formerly, Director, Alliant Energy; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm. | 176 |
||||
| ■ | WILLIAM C. HUNTER 1948 333 W. Wacker Drive Chicago, IL 6o6o6 |
Board Member |
2003 Class I |
Dean Emeritus, formerly, Dean, Tippie College of Business, University of Iowa (2006-2012); Director (since 2004) of Xerox Corporation; past Director (2005- 2015), and past President (2010-2014) Beta Gamma Sigma, Inc., The International Business Honor Society; Director of Wellmark, Inc. (since 2009); formerly, Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003); formerly, Director (1997-2007), Credit Research Center at Georgetown University. | 176 |
||||
| ■ | DAVID J. KUNDERT 1942 333 W. Wacker Drive Chicago, IL 6o6o6 |
Board Member |
2005 Class II |
Formerly, Director, Northwestern Mutual Wealth Management Company (2006-2013), retired (since 2004) as Chairman, JPMorgan Fleming Asset Management, President and CEO, Banc One Investment Advisors Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Banc One Corporation and Chairman and CEO, Banc One Investment Management Group; Regent Emeritus, Member of Investment Committee, Luther College; member of the Wisconsin Bar Association; member of Board of Directors and Chair of Investment Committee, Greater Milwaukee Foundation; member of the Board of Directors (Milwaukee), College Possible; Board member of Milwaukee Repertory Theatre (since 2016). | 176 |
||||
|
NUVEEN
|
65
|
Board Members & Officers (Unaudited) (continued)
| Name, Year of Birth & Address |
Position(s) Held with the Funds |
Year First Elected or Appointed and Term(1) |
Principal Occupation(s) Including other Directorships During Past 5 Years |
Number of Portfolios in Fund Complex Overseen by Board Member |
|||||
| Independent Board Members (continued): | |||||||||
| ■ | ALBIN F. MOSCHNER(2) 1952 333 W. Wacker Drive Chicago, IL 60606 |
|
2016 Class III |
Founder and Chief Executive Officer, Northcroft Partners, LLC, a management consulting firm (since 2012); previously, held positions at Leap Wireless International, Inc., including Consultant (2011-2012), Chief Operating Officer (2008-2011), and Chief Marketing Officer (2004-2008); formerly, President, Verizon Card Services division of Verizon Communications, Inc. (2000-2003); formerly, President, One Point Services at One Point Communications (1999- 2000); formerly, Vice Chairman of the Board, Diba, Incorporated (1996-1997); formerly, various executive positions with Zenith Electronics Corporation (1991- 1996). Director, USA Technologies, Inc., a provider of solutions and services to facilitate electronic payment transactions (since 2012); formerly, Director, Wintrust Financial Corporation (1996-2016). | 176 |
||||
| ■ | JOHN K. NELSON 1962 333 W. Wacker Drive Chicago, IL 6o6o6 |
Board Member |
2013 Class II |
Member of Board of Directors of Core12 LLC (since 2008), a private firm which develops branding, marketing and communications strategies for clients; Director of The Curran Center for Catholic American Studies (since 2009) and The President’s Council, Fordham University (since 2010); formerly, senior external advisor to the financial services practice of Deloitte Consulting LLP (2012- 2014): formerly, Chairman of the Board of Trustees of Marian University (2010 as trustee, 2011-2014 as Chairman); formerly, Chief Executive Officer of ABN AMRO N.V. North America, and Global Head of its Financial Markets Division (2007-2008); prior senior positions held at ABN AMRO include Corporate Executive Vice President and Head of Global Markets-the Americas (2006-2007), CEO of Wholesale Banking North America and Global Head of Foreign Exchange and Futures Markets (2001-2006), and Regional Commercial Treasurer and Senior Vice President Trading-North America (1996-2001); formerly, Trustee at St. Edmund Preparatory School in New York City. | 176 |
||||
| ■ | JUDITH M. STOCKDALE 1947 333 W. Wacker Drive Chicago, IL 6o6o6 |
Board Member |
1997 Class I |
Board Member, Land Trust Alliance (since 2013) and U.S. Endowment for Forestry and Communities (since 2013); formerly, Executive Director (1994- 2012), Gaylord and Dorothy Donnelley Foundation; prior thereto, Executive Director, Great Lakes Protection Fund (1990-1994). | 176 |
||||
| ■ | CAROLE E. STONE 1947 333 W. Wacker Drive Chicago, IL 6o6o6 |
Board Member |
2007 Class I |
Director, Chicago Board Options Exchange, Inc. (since 2006); Director, C2 Options Exchange, Incorporated (since 2009); Director, CBOE Holdings, Inc.(since 2010); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010). | 176 |
||||
| ■ | TERENCE J. TOTH 1959 333 W. Wacker Drive Chicago, IL 6o6o6 |
Board Member |
2008 Class II |
Co-Founding Partner, Promus Capital (since 2008); Director, Fulcrum IT Service LLC (since 2010) and Quality Control Corporation (since 2012); member: Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (since 2012), and chair of its Investment Committee; formerly, Director, Legal & General Investment Management America, Inc.(2008-2013); formerly, CEO and President, Northern Trust Global Investments (2004-2007): Executive Vice President, Quantitative Management & Securities Lending (2000- 2004); prior thereto, various positions with Northern Trust Company (since 1994); formerly, Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003- 2007) and Northern Trust Hong Kong Board (1997-2004). | 176 |
||||
|
66
|
NUVEEN
|
| Name, Year of Birth & Address |
Position(s) Held with the Funds |
Year First Elected or Appointed and Term(1) |
Principal Occupation(s) Including other Directorships During Past 5 Years |
Number of Portfolios in Fund Complex Overseen by Board Member |
|||||
| Independent Board Members (continued): | |||||||||
| ■ | MARGARET L. WOLFF 1955 333 W. Wacker Drive Chicago, IL 6o6o6 |
Board Member |
2016 Class I |
Member of the Board of Directors (since 2013) of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each, a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.); formerly, Of Counsel, Skadden, Arps, Slate, Meagher & Flom LLP (Mergers & Acquisitions Group) (2005- 2014); Member of the Board of Trustees of New York-Presbyterian Hospital (since 2005); Member (since 2004) and Chair (since 2015) of the Board of Trustees of The John A. Hartford Foundation (a philanthropy dedicated to improving the care of older adults); formerly, Member (2005-2015) and Vice Chair (2011-2015) of the Board of Trustees of Mt. Holyoke College. | 176 |
||||
| ■ | ROBERT L. YOUNG(3) 1963 333 W. Wacker Drive Chicago, IL 60606 |
Board Member |
2017 Class II |
Formerly, Chief Operating Officer and Director, J.P. Morgan Investment Management Inc. (2010-2016); formerly, President and Principal Executive Officer (2013-2016), and Senior Vice President and Chief Operating Officer (2005-2010), of J.P. Morgan Funds; formerly, Director and various officer positions for J.P. Morgan Investment Management Inc. (formerly, JPMorgan Funds Management, Inc. and formerly, One Group Administrative Services) and JPMorgan Distribution Services, Inc. (formerly, One Group Dealer Services, Inc.) (1999-2017). | 174 |
||||
| Interested Board Member: | |||||||||
| ■ | MARGO L. COOK(2)(4) 1964 333 W. Wacker Drive Chicago, IL 6o6o6 |
Board Member |
2016 Class III |
President (since April 2017), formerly, Co-Chief Executive Officer and Co-President (2016-2017), formerly, Senior Executive Vice President of Nuveen Investments, Inc.; President, Global Products and Solutions (since July 2017), and, Co-Chief Executive Officer, formerly, Executive Vice President (2013-2015), of Nuveen Securities, LLC; Executive Vice President (since February 2017) of Nuveen, LLC; Co-President (since October 2016), formerly Senior Executive Vice President of Nuveen Fund Advisors, LLC (Executive Vice President since 2011); formerly, Managing Director of Nuveen Commodities Asset Management, LLC (2011-2016); Chartered Financial Analyst. | 176 |
||||
| Name, Year of Birth & Address |
Position(s) Held with the Funds |
Year First Elected or Appointed(5) |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund Complex Overseen by Officer |
|||||
| Officers of the Funds: | |||||||||
| ■ | CEDRIC H. ANTOSIEWICZ 1962 333 W. Wacker Drive Chicago, IL 6o6o6 |
Chief Administrative Officer |
2007 |
Senior Managing Director (since January 2017), formerly, Managing Director (2004-2017) of Nuveen Securities, LLC; Senior Managing Director (since February 2017), formerly, Managing Director (2014-2017) of Nuveen Fund Advisors, LLC. | 75 |
||||
| ■ | LORNA C. FERGUSON 1945 333 W. Wacker Drive Chicago, IL 6o6o6 |
Vice President |
1998 |
Senior Managing Director (since February 2017), formerly, Managing Director (2004-2017) of Nuveen. | 177 |
||||
|
NUVEEN
|
67
|
Board Members & Officers (Unaudited) (continued)
| Name, Year of Birth & Address |
Position(s) Held with the Funds |
Year First Elected or Appointed(5) |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund Overseen by Officer |
|||||
| Officers of the Funds (continued): | |||||||||
| ■ | STEPHEN D. FOY 1954 333 W. Wacker Drive Chicago, IL 6o6o6 |
Vice President and Controller |
1998 |
Managing Director (since 2014), formerly, Senior Vice President (2013- 2014) and Vice President (2005-2013) of Nuveen Fund Advisors, LLC; Chief Financial Officer of Nuveen Commodities Asset Management, LLC (since 2010); Managing Director (since 2016) of Nuveen Securities, LLC; Certified Public Accountant. | 177 |
||||
| ■ | NATHANIEL T. JONES 1979 333 W. Wacker Drive Chicago, IL 6o6o6 |
Vice President and Treasurer |
2016 |
Managing Director (since January 2017), formerly, Senior Vice President (2016-2017), formerly, Vice President (2011-2016) of Nuveen.; Chartered Financial Analyst. | 177 |
||||
| ■ | WALTER M. KELLY 197o 333 W. Wacker Drive Chicago, IL 6o6o6 |
Chief Compliance Officer and Vice President |
2003 |
Managing Director (since January 2017), formerly, Senior Vice President (2008-2017) of Nuveen. | 177 |
||||
| ■ | DAVID J. LAMB 1963 333 W. Wacker Drive Chicago, IL 6o6o6 |
Vice President |
2015 |
Managing Director (since January 2017), formerly, Senior Vice President of Nuveen Investments Holdings, Inc. (since 2006), Vice President prior to 2006. | 75 |
||||
| ■ | TINA M. LAZAR 1961 333 W. Wacker Drive Chicago, IL 6o6o6 |
Vice President |
2002 |
Managing Director (since January 2017), formerly, Senior Vice President (2014-2017) of Nuveen Securities, LLC. | 177 |
||||
| ■ | KEVIN J. MCCARTHY 1966 333 W. Wacker Drive Chicago, IL 6o6o6 |
Vice President and Assistant Secretary |
2007 |
Senior Managing Director (since February 2017) and Secretary and General Counsel (since 2016) of Nuveen Investments, Inc., formerly, Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2008-2016); Senior Managing Director (since January 2017) and Assistant Secretary (since 2008) of Nuveen Securities, LLC, formerly Executive Vice President (2016-2017) and Managing Director (2008-2016); Senior Managing Director (since February 2017), Secretary (since 2016) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC, formerly, Executive Vice President (2016-2017), Managing Director (2008-2016) and Assistant Secretary (2007-2016); Senior Managing Director (since February 2017), Secretary (since 2016) and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC, formerly Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2011-2016); Senior Managing Director (since February 2017) and Secretary (since 2016) of Nuveen Investments Advisers, LLC, formerly Executive Vice President (2016-2017); Vice President (since 2007) and Secretary (since 2016), formerly, Assistant Secretary, of NWQ Investment Management Company, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and Winslow Capital Management, LLC (since 2010); Vice President (since 2010) and Secretary (since 2016) of Nuveen Commodities Asset Management, LLC, formerly Assistant Secretary (2010-2016). | 177 |
||||
| ■ | KATHLEEN L. PRUDHOMME 1953 9o1 Marquette Avenue Minneapolis, MN 554o2 |
Vice President and Assistant Secretary |
2011 |
Managing Director, Assistant Secretary and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Managing Director and Assistant Secretary (since 2011) of Nuveen Securities, LLC; formerly, Deputy General Counsel, FAF Advisors, Inc. (2004-2010). | 177 |
||||
|
68
|
NUVEEN
|
| Name, Year of Birth & Address |
Position(s) Held with the Funds |
Year First Elected or Appointed(5) |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund Complex Overseen by Officer |
|||||
| Officers of the Funds (continued): | |||||||||
| ■ | CHRISTOPHER M. ROHRBACHER 1971 333 W. Wacker Drive Chicago, IL 6o6o6 |
Vice President and Assistant Secretary |
2008 |
Managing Director (since January 2017) of Nuveen Securities, LLC; Managing Director (since January 2017), formerly, Senior Vice President (2016-2017) and Assistant Secretary (since October 2016) of Nuveen Fund Advisors, LLC; Vice President and Assistant Secretary (since 2010) of Nuveen Commodities Asset Management, LLC. | 177 |
||||
| ■ | JOEL T. SLAGER 1978 333 W. Wacker Drive Chicago, IL 6o6o6 |
Vice President and Assistant Secretary |
2013 |
Fund Tax Director for Nuveen Funds (since 2013); previously, Vice President of Morgan Stanley Investment Management, Inc., Assistant Treasurer of the Morgan Stanley Funds (from 2010 to 2013). | 177 |
||||
| ■ | GIFFORD R. ZIMMERMAN 1956 333 W. Wacker Drive Chicago, IL 6o6o6 |
Vice President and Secretary |
1988 |
Managing Director (since 2002), and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Managing Director (since 2002), Assistant Secretary (since 1997) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Vice President (since February 2017), formerly, Managing Director (2003-2017) and Assistant Secretary (since 2003) of Symphony Asset Management LLC; Managing Director and Assistant Secretary (since 2002) of Nuveen Investments Advisers, LLC; Vice President and Assistant Secretary of NWQ Investment Management Company, LLC (since 2002), Santa Barbara Asset Management, LLC (since 2006), and of Winslow Capital Management, LLC, (since 2010); Chartered Financial Analyst. | 177 |
||||
| (1) | The Board of Trustees is divided into three classes, Class I, Class II, and Class III, with each being elected to serve until the third succeeding annual shareholders’ meeting subsequent to its election or thereafter in each case when its respective successors are duly elected or appointed, except two board members are elected by the holders of Preferred Shares, when applicable, to serve until the next annual shareholders’ meeting subsequent to its election or thereafter in each case when its respective successors are duly elected or appointed. The year first elected or appointed represents the year in which the board member was first elected or appointed to any fund in the Nuveen Complex. |
| (2) | On June 22, 2016, Ms. Cook and Mr. Moschner were appointed as Board members, effective July 1, 2016. |
| (3) | On May 25, 2017, Mr. Young was appointed as a Board Member, effective July 1, 2017. He is a Board Member of each of the Nuveen Funds, except Nuveen Diversified Dividend and Income Fund and Nuveen Real Estate Income Fund. |
| (4) | “Interested person” as defined in the 1940 Act, by reason of her position with Nuveen, LLC. and certain of its subsidiaries, which are affiliates of the Nuveen Funds. |
| (5) | Officers serve one year terms through August of each year. The year first elected or appointed represents the year in which the Officer was first elected or appointed to any fund in the Nuveen Complex. |
|
NUVEEN
|
69
|
Notes
|
70
|
NUVEEN
|
Notes
|
NUVEEN
|
71
|
Nuveen:
Serving Investors for Generations
Since 1898, financial advisors and their clients have relied on Nuveen to provide dependable investment solutions through continued adherence to proven, long-term investing principles. Today, we offer a range of high quality solutions designed to be integral components of a well-diversified core portfolio.
Focused on meeting investor needs.
Nuveen is the investment management arm of TIAA. We have grown into one of the world’s premier global asset managers, with specialist knowledge across all major asset classes and particular strength in solutions that provide income for investors and that draw on our expertise in alternatives and responsible investing. Nuveen is driven not only by the independent investment processes across the firm, but also the insights, risk management, analytics and other tools and resources that a truly world-class platform provides. As a global asset manager, our mission is to work in partnership with our clients to create solutions which help them secure their financial future.
Find out how we can help you.
To learn more about how the products and services of Nuveen may be able to help you meet your financial goals, talk to your financial advisor, or call us at (800) 257-8787. Please read the information provided carefully before you invest. Investors should consider the investment objective and policies, risk considerations, charges and expenses of any investment carefully. Where applicable, be sure to obtain a prospectus, which contains this and other relevant information. To obtain a prospectus, please contact your securities representative or Nuveen, 333 W. Wacker Dr., Chicago, IL 60606. Please read the prospectus carefully before you invest or send money.
Learn more about Nuveen Funds at: www.nuveen.com/cef
| Securities offered through Nuveen Securities, LLC, member FINRA and SIPC | 333 West Wacker Drive Chicago, IL 60606 | www.nuveen.com |  |
EAN-B-0517D 227050-INV-Y-07/18
|
Audit Fees Billed
|
Audit-Related Fees
|
Tax Fees
|
All Other Fees
|
|||||||||||||
|
Fiscal Year Ended
|
to Fund 1
|
Billed to Fund 2
|
Billed to Fund 3
|
Billed to Fund 4
|
||||||||||||
|
May 31, 2017
|
$
|
23,950
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||
|
Percentage approved
|
0
|
%
|
0
|
%
|
0
|
%
|
0
|
%
|
||||||||
|
pursuant to
|
||||||||||||||||
|
pre-approval
|
||||||||||||||||
|
exception
|
||||||||||||||||
|
May 31, 2016
|
$
|
23,270
|
$
|
0
|
$
|
0
|
$
|
272
|
||||||||
|
Percentage approved
|
0
|
%
|
0
|
%
|
0
|
%
|
0
|
%
|
||||||||
|
pursuant to
|
||||||||||||||||
|
pre-approval
|
||||||||||||||||
|
exception
|
||||||||||||||||
|
1 "Audit Fees" are the aggregate fees billed for professional services for the audit of the Fund's annual financial statements and services provided in
|
||||||||||||||||
|
connection with statutory and regulatory filings or engagements.
|
||||||||||||||||
|
2 "Audit Related Fees" are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of
|
||||||||||||||||
|
financial statements that are not reported under "Audit Fees". These fees include offerings related to the Fund's common shares and leverage.
|
||||||||||||||||
|
3 "Tax Fees" are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global
|
||||||||||||||||
|
withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculation performed by the principal accountant.
|
||||||||||||||||
|
4 "All Other Fees" are the aggregate fees billed for products and services other than "Audit Fees", "Audit-Related Fees" and "Tax Fees". These fees
|
||||||||||||||||
|
represent all engagements pertaining to the Fund's use of leverage.
|
||||||||||||||||
|
Audit-Related Fees
|
Tax Fees Billed to
|
All Other Fees
|
|
|
Billed to Adviser and
|
Adviser and
|
Billed to Adviser
|
|
|
Affiliated Fund
|
Affiliated Fund
|
and Affiliated Fund
|
|
|
Fiscal Year Ended
|
Service Providers
|
Service Providers
|
Service Providers
|
|
May 31, 2017
|
$ 0
|
$ 0
|
$ 0
|
|
Percentage approved
|
0%
|
0%
|
0%
|
|
pursuant to
|
|||
|
pre-approval
|
|||
|
exception
|
|||
|
May 31, 2016
|
$ 0
|
$ 0
|
$ 0
|
|
Percentage approved
|
0%
|
0%
|
0%
|
|
pursuant to
|
|||
|
pre-approval
|
|||
|
exception
|
|
Total Non-Audit Fees
|
||||
|
billed to Adviser and
|
||||
|
Affiliated Fund Service
|
Total Non-Audit Fees
|
|||
|
Providers (engagements
|
billed to Adviser and
|
|||
|
related directly to the
|
Affiliated Fund Service
|
|||
|
Total Non-Audit Fees
|
operations and financial
|
Providers (all other
|
||
|
Fiscal Year Ended
|
Billed to Fund
|
reporting of the Fund)
|
engagements)
|
Total
|
|
May 31, 2017
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
|
May 31, 2016
|
$ 272
|
$ 0
|
$ 0
|
$ 272
|
|
"Non-Audit Fees billed to Fund" for both fiscal year ends represent "Tax Fees" and "All Other Fees" billed to Fund in their respective
|
||||
|
amounts from the previous table.
|
||||
|
Less than 50 percent of the hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent
|
||||
|
fiscal year were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.
|
||||
|
Portfolio Manager
|
Type of Account
Managed |
Number of
Accounts |
Assets*
|
|
Michael Hamilton
|
Registered Investment Company
|
11
|
$2.28 billion
|
|
|
Other Pooled Investment Vehicles
|
0
|
$0
|
|
|
Other Accounts
|
2
|
$146 million
|
| * |
Assets are as of May 31, 2017. None of the assets in these accounts are subject to an advisory fee based on performance.
|
|
Name of Portfolio Manager
|
None
|
$1 - $10,000
|
$10,001-$50,000
|
$50,001-$100,000
|
$100,001-$500,000
|
$500,001-$1,000,000
|
Over $1,000,000
|
|
Michael Hamilton
|
X
|
|
(a)
|
The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (17 CFR 240.13a-15(b) or 240.15d-15(b)).
|
|
(b)
|
There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
|
(a)(1)
|
Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not applicable because the code is posted on registrant’s website at www.nuveen.com/CEF/Shareholder/FundGovernance.aspx and there were no amendments during the period covered by this report. (To view the code, click on Code of Conduct.)
|
|
(a)(2)
|
A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) in the exact form set forth below: Ex-99.CERT Attached hereto.
|
|
(a)(3)
|
Any written solicitation to purchase securities under Rule 23c-1 under the 1940 Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.
|
|
(b)
|
If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the 1940 Act (17 CFR 270.30a-2(b)); Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Ex-99.906 CERT attached hereto.
|