N-CSR 1 d23536dncsr.htm NUVEEN MISSOURI QUALITY MUNICIPAL INCOME FUND Nuveen Missouri Quality Municipal Income Fund
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-07616                                               

Nuveen Missouri Quality Municipal Income Fund

 

(Exact name of registrant as specified in charter)

Nuveen Investments

333 West Wacker Drive

Chicago, Illinois 60606

 

(Address of principal executive offices) (Zip code)

Mark L. Winget

Vice President and Secretary

333 West Wacker Drive

Chicago, Illinois 60606

 

(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 257-8787

Date of fiscal year end: May 31

Date of reporting period: May 31, 2025


Table of Contents
Item 1.

Reports to Stockholders.


Table of Contents

LOGO

 

Closed-End Funds  

   

May 31, 2025   

Nuveen Municipal

Closed-End Funds

 

   

Nuveen Massachusetts Quality Municipal Income Fund

   NMT

Nuveen Minnesota Quality Municipal Income Fund

   NMS

Nuveen Missouri Quality Municipal Income Fund

   NOM

Nuveen Virginia Quality Municipal Income Fund

   NPV

 

 

 

 

Annual

Report


Table of Contents

Table

of Contents

 

Discussion of Fund Performance

     3  

Common Share Information

     6  

About the Funds’ Benchmarks

     8  

Fund Performance, Leverage and Holdings Summaries

     9  

Report of Independent Registered Public Accounting Firm

     18  

Portfolios of Investments

     19  

Statement of Assets and Liabilities

     44  

Statement of Operations

     45  

Statement of Changes in Net Assets

     46  

Statement of Cash Flows

     48  

Financial Highlights

     50  

Notes to Financial Statements

     55  

Shareholder Update

     68  

Important Tax Information

     98  

Shareholder Meeting Report

     99  

Additional Fund Information

     100  

Glossary of Terms Used in this Report

     101  

Statement Regarding Basis for Approval of Investment Advisory Contract

     102  

Board Members & Officers

     109  

 

2  


Table of Contents

Discussion of Fund Performance

Nuveen Massachusetts Quality Municipal Income Fund (NMT)

Nuveen Minnesota Quality Municipal Income Fund (NMS)

Nuveen Missouri Quality Municipal Income Fund (NOM)

Nuveen Virginia Quality Municipal Income Fund (NPV)

Nuveen Asset Management, LLC (NAM), an affiliate of Nuveen Fund Advisors, LLC, is the investment adviser for the Nuveen Massachusetts Quality Municipal Income Fund (NMT), Nuveen Minnesota Quality Municipal Income Fund (NMS), Nuveen Missouri Quality Municipal Income Fund (NOM), and Nuveen Virginia Quality Municipal Income Fund (NPV).

The portfolio managers for all four Funds are Michael Hamilton and Stephen Candido, CFA.

Below is a discussion of each Fund’s performance and the factors that contributed and detracted during the 12-month reporting period ended May 31, 2025. For more information on Fund investment objectives and policies, please refer to the Shareholder Update section at the end of the report.

Nuveen Massachusetts Quality Municipal Income Fund (NMT)

What factors affected markets during the reporting period?

   

Municipal bond yields rose over the reporting period, except for short maturities, whose yields fell. Yields saw elevated volatility during the period, in response to uncertainties about the Federal Reserve’s plan for monetary easing, U.S. fiscal and trade policy under the Trump administration, and the impacts to the economy, inflation and federal debt sustainability.

   

Credit fundamentals remained strong, with default activity at low levels. Although supply increased during the reporting period, demand for municipal debt remained solid.

What key strategies were used to manage the Fund during the reporting period?

   

The Fund’s trading activity remained focused on pursuing its investment objectives. There were no material changes to the Fund’s positioning.

   

The portfolio management team took advantage of periods of market softness to buy bonds at attractive valuations and continued to carefully manage the Fund’s income sustainability via tactical trading.

How did the Fund perform and what factors affected relative performance?

For the twelve-month reporting period ended May 31, 2025, NMT returned -2.15%. The Fund underperformed the returns of the S&P Municipal Bond Massachusetts Index, which returned 2.02%.

Top contributors to relative performance

   

An overweight to non-rated bonds.

   

Security selection.

Top detractors from relative performance

   

The Fund’s use of leverage through the issuance of preferred shares.

   

An overweight to bonds with durations of 10 years and longer and an underweight to bonds with durations shorter than four years.

Nuveen Minnesota Quality Municipal Income Fund (NMS)

What factors affected markets during the reporting period?

   

Municipal bond yields rose over the reporting period, except for short maturities, whose yields fell. Yields saw elevated volatility during the period, in response to uncertainties about the Federal Reserve’s plan for monetary easing, U.S. fiscal and trade policy under the Trump administration, and the impacts to the economy, inflation and federal debt sustainability.

   

Credit fundamentals remained strong, with default activity at low levels. Although supply increased during the reporting period, demand for municipal debt remained solid.

What key strategies were used to manage the Fund during the reporting period?

   

The Fund’s trading activity remained focused on pursuing its investment objectives. There were no material changes to the Fund’s positioning.

 

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Discussion of Fund Performance (continued)

 

   

The portfolio management team took advantage of periods of market softness to buy bonds at attractive valuations and continued to carefully manage the Fund’s income sustainability via tactical trading.

How did the Fund perform and what factors affected relative performance?

For the twelve-month reporting period ended May 31, 2025, NMS returned -0.51%. The Fund underperformed the returns of the S&P Municipal Bond Minnesota Index, which returned 3.01%.

Top contributors to relative performance

   

An underweight to bonds with durations of 12 years and longer.

   

An overweight to nursing home bonds.

Top detractors from relative performance

   

The Fund’s use of leverage through the issuance of preferred shares.

   

An overweight to hospitals and higher education bonds and an underweight to state and local general obligation bonds.

   

An overweight to A-rated bonds and an underweight to AAA-rated bonds.

Nuveen Missouri Quality Municipal Income Fund (NOM) What factors affected markets during the reporting period?

   

Municipal bond yields rose over the reporting period, except for short maturities, whose yields fell. Yields saw elevated volatility during the period, in response to uncertainties about the Federal Reserve’s plan for monetary easing, U.S. fiscal and trade policy under the Trump administration, and the impacts to the economy, inflation and federal debt sustainability.

   

Credit fundamentals remained strong, with default activity at low levels. Although supply increased during the reporting period, demand for municipal debt remained solid.

What key strategies were used to manage the Fund during the reporting period?

   

The Fund’s trading activity remained focused on pursuing its investment objectives. There were no material changes to the Fund’s positioning.

   

The portfolio management team took advantage of periods of market softness to buy bonds at attractive valuations and continued to carefully manage the Fund’s income sustainability via tactical trading.

How did the Fund perform and what factors affected relative performance?

For the twelve-month reporting period ended May 31, 2025, NOM returned -2.98%. The Fund underperformed the returns of the S&P Municipal Bond Missouri Index, which returned 2.74%.

Top contributors to relative performance

   

An overweight to non-rated bonds.

   

An overweight to incremental tax bonds.

Top detractors from relative performance

   

The Fund’s use of leverage through inverse floating rate securities and the issuance of preferred shares.

   

An overweight to bonds with durations of 10 years and longer and an underweight to bonds with durations shorter than two years.

Nuveen Virginia Quality Municipal Income Fund (NPV) What factors affected markets during the reporting period?

   

Municipal bond yields rose over the reporting period, except for short maturities, whose yields fell. Yields saw elevated volatility during the period, in response to uncertainties about the Federal Reserve’s plan for monetary easing, U.S. fiscal and trade policy under the Trump administration, and the impacts to the economy, inflation and federal debt sustainability.

   

Credit fundamentals remained strong, with default activity at low levels. Although supply increased during the reporting period, demand for municipal debt remained solid.

What key strategies were used to manage the Fund during the reporting period?

   

The Fund’s trading activity remained focused on pursuing its investment objectives. There were no material changes to the Fund’s positioning.

   

The portfolio management team took advantage of periods of market softness to buy bonds at attractive valuations and continued to carefully manage the Fund’s income sustainability via tactical trading.

How did the Fund perform and what factors affected relative performance?

For the twelve-month reporting period ended May 31, 2025, NPV returned -1.82%. The Fund underperformed the returns of the

 

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S&P Municipal Bond Virginia Index, which returned 2.57%.

Top contributors to relative performance

   

An overweight to non-rated bonds.

   

An overweight to the transportation sector, primarily composed of BBB-rated and A-rated toll road bonds.

Top detractors from relative performance

   

The Fund’s use of leverage through inverse floating rate securities and the issuance of preferred shares.

   

An overweight to BB-rated and B-rated bonds.

 

 

 

 

This material is not intended to be a recommendation or investment advice, does not constitute a solicitation to buy, sell or hold a security or an investment strategy, and is not provided in a fiduciary capacity. The information provided does not take into account the specific objectives or circumstances of any particular investor, or suggest any specific course of action. Investment decisions should be made based on an investor’s objectives and circumstances and in consultation with his or her advisors.

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 managers 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 Group (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. 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.

 

  5


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Common Share Information

COMMON SHARE DISTRIBUTION INFORMATION

The following information regarding the Funds’ distributions is current as of May 31, 2025. Each Fund’s distribution levels may vary over time based on each Fund’s investment activity and portfolio investment 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)    NMT      NMS      NOM      NPV
June       $0.0710         $0.0735         $0.0675       $0.0720
July      0.0710        0.0735        0.0675      0.0720
August      0.0710        0.0735        0.0675      0.0720
September      0.0710        0.0735        0.0675      0.0720
October      0.0710        0.0735        0.0675      0.0720
November      0.0710        0.0735        0.0675      0.0720
December      0.0710        0.0735        0.0675      0.0720
January      0.0710        0.0735        0.0675      0.0720
February      0.0710        0.0735        0.0675      0.0720
March      0.0710        0.0735        0.0675      0.0720
April      0.0710        0.0735        0.0675      0.0720
May      0.0710        0.0735        0.0675      0.0720
Total Distributions from Net Investment Income      $0.8520        $0.8820        $0.8100      $0.8640
Yields    NMT      NMS      NOM      NPV
Market Yield*      7.05%        7.75%        7.59%      7.76%
Taxable-Equivalent Yield*      14.04%        15.72%        13.92%      14.48%

 

*

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 49.8%, 50.7%, 45.5% and 46.6% for NMT, NMS, NOM and NPV, respectively. Your actual combined federal and state income tax rate may differ from the assumed rate. The Taxable-Equivalent Yield also takes into account the percentage of the Fund’s income generated and paid by the Fund (based on payments made during the previous calendar year) that was either exempt from federal income tax but not from state income tax (e.g., income from an out-of-state municipal bond), or was exempt from neither federal nor state income tax. Separately, if the comparison were instead to investments that generate qualified dividend income, which is taxable at a rate lower than an individual’s ordinary graduated tax rate, the fund’s Taxable-Equivalent Yield would be lower.

Each Fund’s distribution policy, which may be changed by the Board, is to make regular monthly cash distributions to holders of its common shares (stated in terms of a fixed cents per common share dividend distribution rate which may be set from time to time). The Fund intends to distribute all or substantially all of its net investment income each year through its regular monthly distribution and to distribute realized capital gains at least annually. In addition, in any monthly period, to maintain its declared per common share distribution amount, the Fund may distribute more or less than its net investment income during the period. In the event the Fund distributes more than its net investment income during any yearly period, such distributions may also include realized gains and/or a return of capital. To the extent that a distribution includes a return of capital the NAV per share may erode. If the Fund’s distribution includes anything other than net investment income, the Fund will provide a notice to shareholders of its best estimate of the distribution sources at that the time of the distribution. These estimates may not match the final tax characterization (for the full year’s distributions) contained in shareholders’ 1099-DIV forms after the end of the year.

NUVEEN CLOSED-END FUND DISTRIBUTION AMOUNTS

The Nuveen Closed-End Funds’ monthly and quarterly periodic distributions to shareholders are posted on www.nuveen.com and can be found on Nuveen’s enhanced closed-end fund resource page, which is at https://www.nuveen.com/resource-center-closedend funds, along with other Nuveen closed-end fund product updates. To ensure timely access to the latest information, shareholders may use a subscribe function, which can be activated at this web page (https://www.nuveen.com/subscriptions).

COMMON SHARE EQUITY SHELF PROGRAMS

During the current reporting period, NMS and NPV were authorized by the Securities and Exchange Commission to issue additional common shares through an equity shelf program (Shelf Offering). Under these programs, NMS and NPV, subject to market conditions, may raise additional capital from time to time in varying amounts and offering methods at a net price at or above each Fund’s NAV per common share. The maximum aggregate offering under these Shelf Offerings are as shown in the accompanying table.

 

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      NMS*      NPV*  
Maximum aggregate offering      600,000          1,800,000  
*For the Period November 22, 2024 through May 31, 2025.      

During the current reporting period, NMS and NPV sold common shares through its Shelf Offering at a weighted average premium to its NAV per common share in the accompanying table.

 

      NMS      NPV  
Common shares sold through shelf offering      259,331            509,702  
Weighted average premium to NAV per common share sold      1.28%        4.85%  

Refer to the Notes to Financial Statements for further details on Shelf Offerings and each Fund’s transactions.

COMMON SHARE REPURCHASES

The Funds’ Board of Trustees reauthorized an open-market share repurchase program, allowing each Fund to repurchase and retire an aggregate of up to approximately 10% of its outstanding common shares.

During the current reporting period, the Funds did not repurchase any of their outstanding common shares. As of May 31, 2025, (and since the inception of the Funds’ repurchase programs), each Fund has cumulatively repurchased and retired its outstanding common shares as shown in the accompanying table.

 

      NMT      NMS      NOM      NPV  
Common shares cumulatively repurchased and retired      26,148        10,000        0        55,000  
Common shares authorized for repurchase      930,000          590,000          235,000          1,825,000  

 

  7


Table of Contents

About the Funds’ Benchmarks

S&P Municipal Bond Index: An index designed to measure the performance of the tax-exempt 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 index designed to measure the performance of the tax-exempt Massachusetts municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

S&P Municipal Bond Minnesota Index: An index designed to measure the performance of the tax-exempt Minnesota municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

S&P Municipal Bond Missouri Index: An index designed to measure the performance of the tax-exempt Missouri municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

S&P Municipal Bond Virginia Index: An index designed to measure the performance of the tax-exempt Virginia municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

 

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Table of Contents

Fund Performance, Leverage and Holdings Summaries

The Fund Performance, Leverage and Holding Summaries for each Fund are shown below within this section of the report.

Fund Performance

Performance data for each Fund shown below represents past performance and does not predict or guarantee 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.

Total returns for a period of less than one year are not annualized (i.e. cumulative returns). Since inception returns are shown for share classes that have less than 10-years of performance. For performance, current to the most recent month-end visit Nuveen.com or call (800) 257-8787.

Impact of Leverage

One important factor impacting the returns of the Funds’ common shares 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. The opportunity arises when short-term rates that a Fund pays on its leveraging instruments are lower than the interest the Fund earns on its portfolio of long-term bonds that it has bought with the proceeds of that leverage.

However, use of leverage can expose Fund common shares to additional price volatility. When a Fund uses leverage, the Fund’s common shares will experience a greater increase in their net asset value if the securities acquired through the use of leverage increase in value, but will also experience a correspondingly larger decline in their net asset value if the securities acquired through leverage decline in value. All this will make the shares’ total return performance more variable over time.

In addition, common share 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. In recent quarters, fund leverage expenses have generally tracked the overall movement of short-term interest rates. While fund leverage expenses are higher than their prior year lows, leverage nevertheless continues to provide the opportunity for incremental common share income, particularly over longer-term periods.

Leverage Ratios

Each Fund’s Effective Leverage and Regulatory Leverage Ratios are set forth below. “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 or borrowings of a Fund. Regulatory Leverage is a part of a Fund’s capital structure. Regulatory leverage is subject to asset coverage limits set forth in the Investment Company Act of 1940. A Fund, however, may from time to time borrow for temporary purposes, typically on a transient basis in connection with its day-to-day operations, primarily in connection with the need to settle portfolio trades. Such temporary borrowings are excluded from the calculation of a Fund’s Effective Leverage and Regulatory Leverage ratios.

Holding Summaries

The Holdings Summaries data relates to the securities held in each Fund’s portfolio of investments as of the end of this reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change. Refer to the Fund’s Portfolio of Investments for individual security information.

For financial reporting purposes, the ratings disclosed are the highest rating given by one of the following national rating agencies: Standard & Poor’s, 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. Holdings designated N/R are not rated by these national rating agencies.

 

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NMT    Nuveen Massachusetts Quality Municipal Income Fund
   Fund Performance, Leverage and Holdings Summaries May 31, 2025

 

Performance*

  

 

           

Total Returns as of

May 31, 2025

            Average Annual
     

Inception

Date

        1-Year        5-Year       10-Year
NMT at Common Share NAV      3/18/93        (2.15)%        (1.67)%      1.20%
NMT at Common Share Price      3/18/93        23.00%        2.77%      3.63%
S&P Municipal Bond Index             2.44%        0.78%      2.22%
S&P Municipal Bond Massachusetts Index             2.02%        0.24%      1.90%

*For purposes of Fund performance, relative results are measured against the S&P Municipal Bond Massachusetts Index.

Daily Common Share NAV and Share Price Information

 

LOGO

 

Common

Share

NAV

      

Common

Share Price

      

Premium/(Discount)

to NAV

      

Average

Premium/(Discount)

to NAV

$10.95       $12.09       10.41%       (2.92)%

Growth of an Assumed $10,000 Investment as of May 31, 2025 - Common Share Price

 

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Table of Contents

Leverage and Holdings

 

Leverage      
Effective Leverage    42.00%
Regulatory Leverage    42.00%

 

Fund Allocation

(% of net assets)

     
Municipal Bonds    171.7%
Other Assets & Liabilities, Net    0.5%
VRDP Shares, Net    (72.2)%

Net Assets

   100%

Bond Credit Quality

(% of total investments)

     
AAA    18.1%
AA    44.8%
A    18.0%
BBB    12.3%
BB or Lower    0.9%
N/R (not rated)    5.9%

Total

   100%

Portfolio Composition1

(% of total investments)

     

Education and Civic

Organizations

   28.4%
Tax Obligation/General    22.9%
Health Care    18.7%
Tax Obligation/Limited    17.8%
Utilities    4.5%
Housing/Multifamily    2.6%
Transportation    2.4%
Other    2.7%

Total

   100%

 

States and Territories2

(% of total municipal bonds)

     
Massachusetts    93.5%
Puerto Rico    5.0%
Guam    1.0%
Virgin Islands    0.5%

Total

   100%
 

 

 

1

See the Portfolio of Investments for the remaining industries/sectors comprising “Other” and not listed in the table above.

2

The Fund may invest up to 20% of its net assets in municipal bonds that are exempt from regular federal income tax, but not from Massachusetts personal income tax if, in the judgement of the Fund’s sub-adviser, such purchases are expected to enhance the Fund’s after-tax total return potential.

 

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NMS    Nuveen Minnesota Quality Municipal Income Fund
   Fund Performance, Leverage and Holdings Summaries May 31, 2025

 

Performance*

  

 

           

Total Returns as of

May 31, 2025

            Average Annual
     

Inception

Date

        1-Year        5-Year       10-Year
NMS at Common Share NAV      6/25/93        (0.51)%        (0.37)%      1.73%
NMS at Common Share Price      6/25/93        13.22%        1.36%      2.15%
S&P Municipal Bond Index             2.44%        0.78%      2.22%
S&P Municipal Bond Minnesota Index             3.01%        0.63%      1.99%

*For purposes of Fund performance, relative results are measured against the S&P Municipal Bond Minnesota Index.

Daily Common Share NAV and Share Price

 

LOGO

 

Common

Share

NAV

       Common
Share Price
      

Premium/(Discount)

to NAV

      

Average
Premium/(Discount)

to NAV

$11.53       $11.38       (1.30)%       (0.95)%

Growth of an Assumed $10,000 Investment as of May 31, 2025 - Common Share Price

 

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Leverage and Holdings

 

Leverage      
Effective Leverage    41.63%
Regulatory Leverage    41.63%

Fund Allocation

(% of net assets)

     

Municipal Bonds

   169.5%

Other Assets & Liabilities, Net

   1.8%

AMTP Shares, Net

   (71.3)%
Net Assets    100%

Bond Credit Quality

(% of total investments)

     
AAA    13.2%
AA    29.0%
A    26.3%
BBB    9.9%
BB or Lower    9.3%
N/R (not rated)    12.3%
Total    100%

Portfolio Composition1

(% of total investments)

    

Health Care

   22.1%

Education and Civic

Organizations

   22.0%

Tax Obligation/General

   18.4%

Tax Obligation/Limited

   13.4%

Utilities

   7.5%

Transportation

   6.1%

Long-Term Care

   5.3%

Other

   5.2%
Total    100%

 

States and Territories2

(% of total municipal bonds)

     
Minnesota    99.6%
Guam    0.4%

Total

   100%
 

 

 

 

1

See the Portfolio of Investments for the remaining industries/sectors comprising “Other” and not listed in the table above.

2

The Fund may invest up to 20% of its net assets in municipal bonds that are exempt from regular federal income tax, but not from Minnesota personal income tax if, in the judgement of the Fund’s sub-adviser, such purchases are expected to enhance the Fund’s after-tax total return potential.

 

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NOM    Nuveen Missouri Quality Municipal Income Fund
   Fund Performance, Leverage and Holdings Summaries May 31, 2025

 

Performance*

  

 

           

Total Returns as of

May 31, 2025

            Average Annual
     

Inception

Date

       1-Year        5-Year       10-Year

NOM at Common Share NAV

     5/20/93        (2.98)%        (1.30)%      1.37%

NOM at Common Share Price

     5/20/93        15.71%        (1.76)%      0.80%

S&P Municipal Bond Index

            2.44%        0.78%      2.22%

S&P Municipal Bond Missouri Index

            2.74%        0.94%      2.26%

*For purposes of Fund performance, relative results are measured against the S&P Municipal Bond Missouri Index.

Daily Common Share NAV and Share Price

 

LOGO

 

Common

Share

NAV

       Common
Share Price
      

Premium/(Discount)

to NAV

      

Average

Premium/(Discount)

to NAV

    $10.34       $10.68       3.29%       (4.64)%

Growth of an Assumed $10,000 Investment as of May 31, 2025 - Common Share Price

 

 

LOGO

 

14  


Table of Contents

Leverage and Holdings

 

Leverage      
Effective Leverage    42.01%
Regulatory Leverage    41.17%

 

Fund Allocation

(% of net assets)

     
Municipal Bonds    170.5%
Other Assets & Liabilities, Net    1.3%
Floating Rate Obligations    (2.5)%
MFP Shares, Net    (69.3)%

Net Assets

   100%

Bond Credit Quality

(% of total investments)

     
AAA    2.5%
AA    51.0%
A    23.3%
BBB    7.2%
BB or Lower    5.7%
N/R (not rated)    10.3%

Total

   100%

Portfolio Composition1

(% of total investments)

     
Tax Obligation/Limited    24.5%
Health Care    21.4%
Tax Obligation/General    16.9%
Transportation    10.2%
Utilities    10.0%

Education and Civic

Organizations

   7.9%
Long-Term Care    6.3%
Other    2.8%

Total

   100%

 

States and Territories2

(% of total municipal bonds)

     
Missouri    96.7%
Puerto Rico    3.3%

Total

   100%
 

 

 

 

1

See the Portfolio of Investments for the remaining industries/sectors comprising “Other” and not listed in the table above.

2

The Fund may invest up to 20% of its net assets in municipal bonds that are exempt from regular federal income tax, but not from Missouri personal income tax if, in the judgement of the Fund’s sub-adviser, such purchases are expected to enhance the Fund’s after-tax total return potential.

 

  15


Table of Contents
NPV    Nuveen Virginia Quality Municipal Income Fund
   Fund Performance, Leverage and Holdings Summaries May 31, 2025

 

Performance*

  

 

           

Total Returns as of

May 31, 2025

            Average Annual
     

Inception

Date

       1-Year        5-Year       10-Year

NPV at Common Share NAV

     3/18/93        (1.82)%        (0.80)%      1.62%

NPV at Common Share Price

     3/18/93        13.60%        0.99%      2.71%

S&P Municipal Bond Index

            2.44%        0.78%      2.22%

S&P Municipal Bond Virginia Index

            2.57%        0.46%      2.07%

*For purposes of Fund performance, relative results are measured against the S&P Municipal Bond Virginia Index.

Daily Common Share NAV and Share Price

 

LOGO

 

Common

Share

NAV

       Common
Share Price
      

Premium/(Discount)

to NAV

      

Average
Premium/(Discount)

to NAV

    $11.12       $11.14       0.18%       0.16%

Growth of an Assumed $10,000 Investment as of May 31, 2025 - Common Share Price

 

LOGO

 

16  


Table of Contents

Leverage and Holdings

 

Leverage      
Effective Leverage    41.72%
Regulatory Leverage    38.41%

 

Fund Allocation

(% of net assets)

     
Municipal Bonds    169.4%
Other Assets & Liabilities, Net    2.0%
Floating Rate Obligations    (9.2)%
VRDP Shares, Net    (62.2)%

Net Assets

   100%

 

Bond Credit Quality

(% of total investments)

     
AAA    5.9%
AA    41.2%
A    16.1%
BBB    13.9%
BB or Lower    6.9%
N/R (not rated)    16.0%

Total

   100%

Portfolio Composition1

(% of total investments)

     
Transportation    31.1%
Health Care    19.6%
Tax Obligation/Limited    14.1%
Housing/Multifamily    8.4%
Education and Civic   
Organizations    8.0%
Long-Term Care    6.0%
Utilities    3.4%
Other    9.4%

Total

   100%

States and Territories2

(% of total municipal bonds)

     
Virginia    71.1%
District of Columbia    16.4%
Puerto Rico    5.9%
Guam    2.2%
Virgin Islands    1.8%
Pennsylvania    1.3%
Colorado    1.1%
New York    0.2%

Total

   100%
 

 

 

 

1

See the Portfolio of Investments for the remaining industries/sectors comprising “Other” and not listed in the table above.

2

The Fund may invest up to 20% of its net assets in municipal bonds that are exempt from regular federal income tax, but not from Virginia personal income tax if, in the judgement of the Fund’s sub-adviser, such purchases are expected to enhance the Fund’s after-tax total return potential.

 

  17


Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of Nuveen Massachusetts Quality Municipal Income Fund, Nuveen Minnesota Quality Municipal Income Fund, Nuveen Missouri Quality Municipal Income Fund and Nuveen Virginia Quality Municipal Income Fund

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Nuveen Massachusetts Quality Municipal Income Fund, Nuveen Minnesota Quality Municipal Income Fund, Nuveen Missouri Quality Municipal Income Fund and Nuveen Virginia Quality Municipal Income Fund (hereafter collectively referred to as the “Funds”) as of May 31, 2025, the related statements of operations and cash flows for the year ended May 31, 2025, the statements of changes in net assets for the year ended May 31, 2025, including the related notes, and the financial highlights for the year ended May 31, 2025 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of May 31, 2025, the results of each of their operations and each of their cash flows for the year then ended, the changes in each of their net assets and each of the financial highlights for the year ended May 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Funds as of and for the year ended May 31, 2024 and the financial highlights for each of the periods ended on or prior to May 31, 2024 (not presented herein other than the statement of changes in net assets and the financial highlights) were audited by other auditors whose report dated July 25, 2024 expressed an unqualified opinion on those financial statements.

Basis for Opinions

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of May 31, 2025 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

July 28, 2025

We have served as the auditor of one or more investment companies in Nuveen Funds since 2002.

 

18  


Table of Contents

Portfolio of Investments May 31, 2025

NMT

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     LONG-TERM INVESTMENTS - 171.7% (100.0% of Total Investments)         
     MUNICIPAL BONDS - 171.7% (100.0% of Total Investments)         
     EDUCATION AND CIVIC ORGANIZATIONS - 48.8% (28.4% of Total Investments)

 

     
$ 210,000        Lowell, Massachusetts, Collegiate Charter School Revenue Bonds, Series 2019      5.000%        06/15/49      $      197,248  
  3,515,000        Massachusetts Development Finance Agency, Revenue Bonds, Berklee College of Music, Series 2016      5.000        10/01/39        3,538,269  
  730,000        Massachusetts Development Finance Agency, Revenue Bonds, Boston College, Series 2017T      5.000        07/01/42        738,309  
  5,000,000        Massachusetts Development Finance Agency, Revenue Bonds, Boston University, Refunding Series 2023FF      4.000        10/01/46        4,454,633  
  1,700,000        Massachusetts Development Finance Agency, Revenue Bonds, Boston University, Refunding Series 2025B-2      5.000        10/01/48        1,762,567  
  2,000,000        Massachusetts Development Finance Agency, Revenue Bonds, Emerson College, Series 2017A      5.000        01/01/34        2,042,536  
  2,240,000        Massachusetts Development Finance Agency, Revenue Bonds, Emerson College, Series 2017A      5.000        01/01/37        2,270,061  
  1,955,000        Massachusetts Development Finance Agency, Revenue Bonds, Lesley University, Series 2016      5.000        07/01/35        1,963,604  
  450,000        Massachusetts Development Finance Agency, Revenue Bonds, MCPHS University Issue, Series 2015H      3.500        07/01/35        414,876  
  190,000        Massachusetts Development Finance Agency, Revenue Bonds, MCPHS University Issue, Series 2015H      5.000        07/01/37        190,141  
  1,200,000        Massachusetts Development Finance Agency, Revenue Bonds, Merrimack College, Series 2017      5.000        07/01/47        1,131,617  
  500,000        Massachusetts Development Finance Agency, Revenue Bonds, Merrimack College, Series 2022      5.000        07/01/52        465,069  
  380,000        Massachusetts Development Finance Agency, Revenue Bonds, Middlesex School, Series 2024      4.250        07/01/54        333,645  
  2,345,000        Massachusetts Development Finance Agency, Revenue Bonds, Northeastern University, Series 2024A      5.000        10/01/42        2,453,457  
  1,100,000        Massachusetts Development Finance Agency, Revenue Bonds, Simmons University Issue, Series 2020M      4.000        10/01/38        937,440  
  535,000        Massachusetts Development Finance Agency, Revenue Bonds, Smith College, Series 2025      4.000        07/01/45        489,065  
  450,000        Massachusetts Development Finance Agency, Revenue Bonds, Suffolk University, Refunding Series 2019      5.000        07/01/36        450,899  
  1,250,000        Massachusetts Development Finance Agency, Revenue Bonds, The Broad Institute, Series 2017      5.000        04/01/36        1,272,893  
  875,000        Massachusetts Development Finance Agency, Revenue Bonds, Tufts University, Series 2015Q      5.000        08/15/38        876,821  
  1,250,000        Massachusetts Development Finance Agency, Revenue Bonds, Wentworth Institute of Technology, Series 2017      5.000        10/01/46        1,170,500  
  1,325,000        Massachusetts Development Finance Agency, Revenue Bonds, Wheaton College, Series 2017H      5.000        01/01/42        1,315,725  
  1,510,000        Massachusetts Development Finance Agency, Revenue Bonds, Woods Hole Oceanographic Institution, Series 2018      5.000        06/01/43        1,513,588  
  840,000        Massachusetts Development Finance Agency, Revenue Bonds, Worcester Polytechnic Institute, Series 2016      5.000        09/01/37        845,853  
  550,000        Massachusetts Development Finance Agency, Revenue Bonds, Worcester Polytechnic Institute, Series 2017      5.000        09/01/42        551,254  
  2,500,000        Massachusetts Development Finance Agency, Revenue Bonds, Worcester Polytechnic Institute, Series 2017B      5.000        09/01/42        2,505,173  
  1,500,000        Massachusetts Development Finance Authority, Revenue Bonds, Olin College, Refunding Series 2023G      5.250        11/01/51        1,530,492  
  500,000        Massachusetts Development Finance Authority, Revenue Bonds, Suffolk University, Refunding Series 2017      5.000        07/01/35        500,036  
  3,000,000        Massachusetts Development Finance Authority, Revenue Bonds, WGBH Educational Foundation, Series 2002A - AMBAC Insured      5.750        01/01/42        3,399,126  
  2,495,000        Massachusetts Development Finance Authority, Revenue Bonds, WGBH Educational Foundation, Series 2016      5.000        01/01/40        2,499,152  
  895,000        Massachusetts Development Finance Authority, Revenue Refunding Bonds, Boston University, Series 1999P      6.000        05/15/29        955,541  

 

See Notes to Financial Statements   19


Table of Contents

Portfolio of Investments May 31, 2025 (continued)

NMT

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     EDUCATION AND CIVIC ORGANIZATIONS (continued)         
$ 1,000,000        Massachusetts Development Finance Authority, Revenue Refunding Bonds, Boston University, Series 1999P      6.000%        05/15/59      $    1,090,921  
  2,900,000        University of Massachusetts Building Authority, Project Revenue Bonds, Senior Series 2022-1      5.000        11/01/52        2,941,017  
  3,000,000        University of Massachusetts Building Authority, Project Revenue Bonds, Senior Series 2024-1      5.000        11/01/46        3,109,035  

 

 

 
     TOTAL EDUCATION AND CIVIC ORGANIZATIONS            49,910,563  
    

 

 
     HEALTH CARE - 32.1% (18.7% of Total Investments)         
  1,340,000        Massachusetts Development Finance Agency Revenue Bonds, South Shore Hospital, Series 2016I      5.000        07/01/41        1,309,322  
  1,100,000        Massachusetts Development Finance Agency, Revenue Bonds, Baystate Medical Center Issue, Series 2014N      5.000        07/01/44        1,099,924  
  3,000,000        Massachusetts Development Finance Agency, Revenue Bonds, Boston Children’s Hospital Series 2024T      4.000        03/01/54        2,556,377  
  500,000        Massachusetts Development Finance Agency, Revenue Bonds, Boston Medical Center Issue, Series 2016E      5.000        07/01/32        500,601  
  2,350,000        Massachusetts Development Finance Agency, Revenue Bonds, Boston Medical Center Issue, Series 2023G      5.250        07/01/48        2,327,829  
  1,675,000        Massachusetts Development Finance Agency, Revenue Bonds, CareGroup Issue, Refunding Series 2016-I      5.000        07/01/30        1,693,654  
  900,000        Massachusetts Development Finance Agency, Revenue Bonds, CareGroup Issue, Series 2015H-1      5.000        07/01/30        900,622  
  500,000        Massachusetts Development Finance Agency, Revenue Bonds, CareGroup Issue, Series 2015H-1      5.000        07/01/33        500,160  
  1,500,000        Massachusetts Development Finance Agency, Revenue Bonds, CareGroup Issue, Series 2018J-2      5.000        07/01/38        1,520,731  
  2,000,000        Massachusetts Development Finance Agency, Revenue Bonds, CareGroup Issue, Series 2018J-2      5.000        07/01/53        1,940,790  
  2,800,000        Massachusetts Development Finance Agency, Revenue Bonds, Dana-Farber Cancer Institute Issue, Series 2016N      5.000        12/01/46        2,762,516  
  3,500,000        Massachusetts Development Finance Agency, Revenue Bonds, Lahey Health System Obligated Group Issue, Series 2015F      5.000        08/15/45        3,398,278  
  2,145,000        Massachusetts Development Finance Agency, Revenue Bonds, Mass General Brigham, Series 2020A-2      5.000        07/01/39        2,221,831  
  2,000,000        Massachusetts Development Finance Agency, Revenue Bonds, Mass General Brigham, Series 2024D      5.000        07/01/54        2,000,869  
  820,000        Massachusetts Development Finance Agency, Revenue Bonds, Southcoast Health System Obligated Group Issue, Series 2013F      5.000        07/01/37        820,359  
  1,000,000        Massachusetts Development Finance Agency, Revenue Bonds, The Lowell General Hospital, Series 2013G      5.000        07/01/37        945,816  
  2,200,000        Massachusetts Development Finance Agency, Revenue Bonds, The Lowell General Hospital, Series 2013G      5.000        07/01/44        2,022,121  
  610,000        Massachusetts Development Finance Agency, Revenue Bonds, UMass Memorial Health Care Obligated Group Issue, Series 2017K      5.000        07/01/38        614,846  
  400,000        Massachusetts Development Finance Agency, Revenue Bonds, UMass Memorial Health Care Obligated Group Issue, Series 2017L      3.625        07/01/37        344,412  
  1,095,000        Massachusetts Development Finance Agency, Revenue Bonds, UMass Memorial Health Care Obligated Group Issue, Series 2017L      5.000        07/01/44        1,075,120  
  1,390,000        Massachusetts Development Finance Agency, Revenue Bonds, UMass Memorial Issue Series 2025N-1      5.250        07/01/50        1,404,042  
  280,000        Massachusetts Development Finance Agency, Revenue Bonds, Wellforce Issue, Series 2019A      5.000        07/01/44        264,831  
  700,000        Massachusetts Development Finance Agency, Revenue Bonds, Wellforce Issue, Series 2020C - AGM Insured      4.000        10/01/45        605,250  

 

 

 
     TOTAL HEALTH CARE            32,830,301  
    

 

 

 

20   See Notes to Financial Statements


Table of Contents

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
    

 

 
     HOUSING/MULTIFAMILY - 4.5% (2.6% of Total Investments)         
$ 550,000      (a)   Massachusetts Development Finance Agency, Revenue Bonds, CHF Merrimack, Inc. Merrimack College Student Housing Project, Series 2024A      5.000%        07/01/60      $      497,716  
  215,000        Massachusetts Housing Finance Agency, Housing Bonds, Series 2003H      5.125        06/01/43        214,999  
  660,000        Massachusetts Housing Finance Agency, Housing Bonds, Series 2019B-1      3.100        12/01/44        501,896  
  1,335,000        Massachusetts Housing Finance Agency, Housing Bonds, Sustainability Green Series 2020D-1      2.550        12/01/50        829,607  
  2,500,000        Massachusetts Housing Finance Agency, Housing Bonds, Sustainability Green Series 2022C-1      5.100        12/01/52        2,518,338  

 

 

 
     TOTAL HOUSING/MULTIFAMILY            4,562,556  
    

 

 
     HOUSING/SINGLE FAMILY - 0.5% (0.3% of Total Investments)         
  500,000        Massachusetts Housing Finance Agency, Single Family Housing Revenue Bonds, Social Series 2022-224      4.350        12/01/42        483,828  

 

 

 
     TOTAL HOUSING/SINGLE FAMILY            483,828  
    

 

        
    

 

 
     LONG-TERM CARE - 3.4% (2.0% of Total Investments)

 

  
  1,040,000      (a)   Massachusetts Development Finance Agency Revenue Refunding Bonds, NewBridge on the Charles, Inc. Issue, Series 2017      4.125        10/01/42        901,460  
  250,000      (a)   Massachusetts Development Finance Agency Revenue Refunding Bonds, NewBridge on the Charles, Inc. Issue, Series 2017      5.000        10/01/47        232,058  
  460,000        Massachusetts Development Finance Agency, Revenue Bonds, Berkshire Retirement Community Lennox, Series 2015      5.000        07/01/31        460,296  
  1,000,000        Massachusetts Development Finance Agency, Revenue Bonds, Orchard Cove, Inc., Refunding Series 2019      5.000        10/01/49        960,033  
  1,020,000        Massachusetts Development Finance Agency, Revenue Bonds, Salem Community Corporation, Refunding Series 2022      5.125        01/01/40        962,895  

 

 

 
     TOTAL LONG-TERM CARE            3,516,742  
    

 

        
    

 

 
     TAX OBLIGATION/GENERAL - 39.3% (22.9% of Total Investments)         
  2,000,000      (b)   Boston, Massachusetts, General Obligation Bonds, Series 2025A      5.000        02/01/44        2,113,630  
  2,000,000        Concord, Massachusetts, General Obligation Bonds, Municipal Purpose Loan Series 2023      4.000        01/15/53        1,784,502  
  1,765,000        East Longmeadow, Massachusetts, General Obligation Bonds, Municipal Purpose Loan Series 2024      4.000        11/01/54        1,530,634  
  1,240,000        Hudson, Massachusetts, General Obligation Bonds, Municipal Purpose Loan Series 2011      5.000        02/15/32        1,241,470  
  3,000,000        Lincoln, Massachusetts, General Obligation Bonds, School Series 2019      4.000        03/01/49        2,739,295  
  2,000,000        Massachusetts State, General Obligation Bonds, Consolidated Loan, Series 2015C      5.000        07/01/45        1,999,840  
  4,000,000        Massachusetts State, General Obligation Bonds, Consolidated Loan, Series 2019A      5.000        01/01/49        4,038,283  
  1,000,000        Massachusetts State, General Obligation Bonds, Consolidated Loan, Series 2019C      5.000        05/01/45        1,015,403  
  3,000,000        Massachusetts State, General Obligation Bonds, Consolidated Loan, Series 2022C      5.000        10/01/47        3,063,208  
  2,000,000        Massachusetts State, General Obligation Bonds, Consolidated Loan, Series 2024A      5.000        01/01/54        2,033,111  
  5,000,000        Massachusetts State, General Obligation Bonds, Consolidated Series 2023D      5.000        10/01/51        5,079,402  
  1,155,000        Massachusetts State, General Obligation Bonds, Consolidated Series 2024B      5.000        05/01/54        1,174,719  
  1,775,000        North Reading, Massachusetts, General Obligation Bonds, Municipal Purpose Loan Series 2012      5.000        05/15/35        1,776,695  
  2,370,000        Northeast Metropolitan Regional Vocational Technical School District, Massachusetts, General Obligation Bonds, School Series 2024      4.000        05/15/45        2,149,622  
  2,010,000        Pentucket Regional School District, Massachusetts, General Obligation Bonds, Series 2019      3.000        09/01/43        1,527,233  
  2,000,000        Puerto Rico, General Obligation Bonds, Restructured Series 2022A-1      4.000        07/01/46        1,644,972  

 

See Notes to Financial Statements   21


Table of Contents

Portfolio of Investments May 31, 2025 (continued)

NMT

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     TAX OBLIGATION/GENERAL (continued)         
$ 2,000,000        Quincy, Massachusetts, General Obligation Bonds, Municipal Purpose Loan Series 2022A      5.000%        06/01/50      $    2,046,212  
  1,625,000        Revere, Massachusetts, General Obligation Bonds, State Qualified Municipal Purpose Loan Series 2022      4.000        08/01/42        1,541,073  
  1,745,000        Revere, Massachusetts, General Obligation Bonds, State Qualified Municipal Purpose Loan Series 2022      4.000        08/01/43        1,636,693  
    

 

 
     TOTAL TAX OBLIGATION/GENERAL            40,135,997  
    

 

        
    

 

 
     TAX OBLIGATION/LIMITED - 30.6% (17.8% of Total Investments)

 

  
  500,000        Martha’s Vineyard Land Bank, Massachusetts, Revenue Bonds, Refunding Green Series 2017 - BAM Insured      5.000        05/01/35        513,319  
  3,000,000        Massachusetts Bay Transportation Authority, Assessment Bonds, Sustainability Series 2022A-2      5.000        07/01/52        3,051,992  
  5,000,000        Massachusetts Bay Transportation Authority, Sales Tax Revenue Bonds, Senior Series 2023A-1      5.250        07/01/48        5,216,695  
  1,000,000        Massachusetts Bay Transportation Authority, Sales Tax Revenue Bonds, Senior Sustainability Series 2024B      5.250        07/01/54        1,044,584  
  3,185,000        Massachusetts School Building Authority, Dedicated Sales Tax Revenue Bonds, Senior Series 2016B      5.000        11/15/46        3,190,217  
  1,000,000        Massachusetts School Building Authority, Dedicated Sales Tax Revenue Bonds, Subordinated Series 2018A      5.250        02/15/48        1,016,498  
  2,000,000        Massachusetts State, Transportation Fund Revenue Bonds, Rail Enhancement & Accelerated Bridge Programs, Series 2019A      5.000        06/01/49        2,019,077  
  5,000,000        Massachusetts State, Transportation Fund Revenue Bonds, Rail Enhancement Program, Series 2023B      5.000        06/01/49        5,137,537  
  2,000,000        Massachusetts State, Transportation Fund Revenue Bonds, Rail Enhancement Program, Series 2024A      5.000        06/01/53        2,037,674  
  485,000        Matching Fund Special Purpose Securitization Corporation, Virgin Islands, Revenue Bonds, Series 2022A      5.000        10/01/39        465,600  
  13,888,000        Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, Restructured 2018A-1      0.000        07/01/46        4,458,524  
  4,218,000        Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, Restructured 2018A-1      0.000        07/01/51        995,767  
  775,000        Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, Restructured 2018A-1      4.750        07/01/53        709,741  
  1,016,000        Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, Taxable Restructured Cofina Project Series 2019A-2      4.784        07/01/58        910,851  
  455,000        Virgin Islands Public Finance Authority, Gross Receipts Taxes Loan Note, Refunding Series 2012A - AGM Insured      5.000        10/01/32        456,147  
    

 

 
     TOTAL TAX OBLIGATION/LIMITED            31,224,223  
    

 

        
    

 

 
     TRANSPORTATION - 4.1% (2.4% of Total Investments)

 

  
  1,000,000        Massachusetts Port Authority, Revenue Bonds, Series 2014A      5.000        07/01/39        998,847  
  2,500,000        Massachusetts Port Authority, Revenue Bonds, Series 2014A      5.000        07/01/44        2,484,635  
  715,000        Massachusetts Port Authority, Revenue Bonds, Series 2015A      5.000        07/01/40        712,258  
    

 

 
     TOTAL TRANSPORTATION            4,195,740  
    

 

        
    

 

 
     U.S. GUARANTEED - 0.6% (0.4% of Total Investments) (c)

 

  
  100,000        Massachusetts Development Finance Agency, Revenue Bonds, Milford Regional Medical Center Issue, Series 2020G, (Pre-refunded 7/15/30)      5.000        07/15/46        108,929  
  500,000        Massachusetts Water Resources Authority, General Revenue Bonds, Series 2016B, (Pre-refunded 8/01/26)      5.000        08/01/40        512,989  
    

 

 
     TOTAL U.S. GUARANTEED            621,918  
    

 

        
    

 

 
     UTILITIES - 7.8% (4.5% of Total Investments)

 

  
  1,250,000        Guam Government Waterworks Authority, Water and Wastewater System Revenue Bonds, Refunding Series 2017      5.000        07/01/37        1,257,933  
  420,000        Guam Government Waterworks Authority, Water and Wastewater System Revenue Bonds, Refunding Series 2017      5.000        07/01/40        420,417  
  415,000        Lynn Water and Sewer Commission, Massachusetts, General Revenue Bonds, Series 2003A - NPFG Insured      5.000        12/01/32        415,239  
  4,445,000        Massachusetts Municipal Wholesale Electric Company, MMWEC, Revenue Bonds, Project 2015A, Series 2021A      4.000        07/01/46        4,003,913  
  815,000        Massachusetts Water Resources Authority, General Revenue Bonds, Green Series 2024B      5.000        08/01/49        842,478  

 

22   See Notes to Financial Statements


Table of Contents

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     UTILITIES (continued)         
$ 1,000,000       

Springfield Water and Sewer Commission, Massachusetts,

General Revenue Bonds, Series 2017C

     5.000%        04/15/37      $ 1,021,846  

 

 

 
     TOTAL UTILITIES            7,961,826  
    

 

        
    

 

 
    

TOTAL MUNICIPAL BONDS

(Cost $181,757,464)

           175,443,694  
    

 

 
    

TOTAL LONG-TERM INVESTMENTS

(Cost $181,757,464)

           175,443,694  
    

 

 
     VRDP SHARES, NET - (72.2)% (d)            (73,787,816)  
    

 

 
     OTHER ASSETS & LIABILITIES, NET - 0.5%            523,875  
    

 

 
     NET ASSETS APPLICABLE TO COMMON SHARES - 100%          $     102,179,753  
    

 

 

All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise noted.

 

(a)

Security is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities are deemed liquid and may be resold in transactions exempt from registration, which are normally those transactions with qualified institutional buyers. As of the end of the reporting period, the aggregate value of these securities is $1,631,234 or 0.9% of Total Investments.

(b)

When-issued or delayed delivery security.

(c)

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.

(d)

VRDP Shares, Net as a percentage of Total Investments is 42.1%.

 

See Notes to Financial Statements   23


Table of Contents

Portfolio of Investments May 31, 2025

NMS

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     LONG-TERM INVESTMENTS - 169.5% (100.0% of Total Investments)         
     MUNICIPAL BONDS - 169.5% (100.0% of Total Investments)         
     EDUCATION AND CIVIC ORGANIZATIONS - 37.4% (22.0% of Total Investments)         
$ 450,000        City of Ham Lake, Minnesota, Charter School Lease Revenue Bonds, DaVinci Academy Project, Series 2016A      4.000%        07/01/28      $      437,399  
  50,000        City of Ham Lake, Minnesota, Charter School Lease Revenue Bonds, DaVinci Academy Project, Series 2016A      5.000        07/01/36        47,092  
  500,000        Deephaven, Minnesota, Charter School Lease Revenue Bonds, Eagle Ridge Academy Project, Series 2015A      5.250        07/01/40        500,037  
  570,000        Forest Lake, Minnesota, Charter School Lease Revenue Bonds, Lakes International Language Academy, Series 2014A      5.750        08/01/44        570,074  
  750,000        Forest Lake, Minnesota, Charter School Lease Revenue Bonds, Lakes International Language Academy, Series 2019A      5.250        08/01/43        736,612  
  100,000        Greenwood, Minnesota, Charter School Lease Revenue Bonds, Main Street School of Performing Arts Project, Series 2016A      5.000        07/01/47        82,553  
  2,200,000        Hugo, Minnesota, Charter School Lease Revenue Bonds, Noble Academy Project, Series 2014A      5.000        07/01/44        2,062,305  
  1,575,000        Independence, Minnesota, Charter School Lease Revenue Bonds, Beacon Academy Project, Series 2016A      5.000        07/01/46        1,353,717  
  275,000        Minneapolis, Minnesota, Charter School Lease Revenue Bonds, Yinghua Academy Project, Series 2013A      6.000        07/01/33        275,215  
  1,425,000        Minneapolis, Minnesota, Charter School Lease Revenue Bonds, Yinghua Academy Project, Series 2013A      6.000        07/01/43        1,425,297  
  500,000        Minnesota Higher Education Facilities Authority, Revenue Bonds, Bethel University, Refunding Series 2017      5.000        05/01/37        469,996  
  500,000        Minnesota Higher Education Facilities Authority, Revenue Bonds, Bethel University, Refunding Series 2017      5.000        05/01/47        427,871  
  1,580,000        Minnesota Higher Education Facilities Authority, Revenue Bonds, Carleton College, Refunding Series 2017      4.000        03/01/42        1,456,285  
  1,000,000        Minnesota Higher Education Facilities Authority, Revenue Bonds, Carleton College, Refunding Series 2017      5.000        03/01/44        1,001,683  
  2,000,000        Minnesota Higher Education Facilities Authority, Revenue Bonds, Carleton College, Series 2023      5.000        03/01/53        2,041,374  
  500,000        Minnesota Higher Education Facilities Authority, Revenue Bonds, College of Saint Scholastica, Inc., Refunding Series 2019      4.000        12/01/34        458,198  
  425,000        Minnesota Higher Education Facilities Authority, Revenue Bonds, College of Saint Scholastica, Inc., Refunding Series 2019      4.000        12/01/40        357,269  
  305,000        Minnesota Higher Education Facilities Authority, Revenue Bonds, College of St. Benedict, Series 2016-8K      4.000        03/01/43        249,534  
  600,000        Minnesota Higher Education Facilities Authority, Revenue Bonds, Macalester College, Refunding Series 2017      4.000        03/01/48        531,215  
  225,000        Minnesota Higher Education Facilities Authority, Revenue Bonds, Saint Catherine University, Refunding Series 2018A      5.000        10/01/45        208,342  
  750,000        Minnesota Higher Education Facilities Authority, Revenue Bonds, University of Saint Thomas, Series 2019      5.000        10/01/35        777,549  
  710,000        Minnesota Higher Education Facilities Authority, Revenue Bonds, University of Saint Thomas, Series 2022B      4.125        10/01/41        670,322  
  2,445,000        Minnesota Higher Education Facilities Authority, Revenue Bonds, University of Saint Thomas, Series 2022B      5.000        10/01/47        2,420,591  
  705,000        Otsego, Minnesota, Charter School Lease Revenue Bonds, Kaleidoscope Charter School Project, Series 2014A      5.000        09/01/44        604,667  
  500,000        Saint Paul Housing & Redevelopment Authority, Minnesota, Charter School Lease Revenue Bonds, Community of Peace Academy Project, Series 2019      5.000        12/01/39        486,707  
  1,250,000        Saint Paul Housing & Redevelopment Authority, Minnesota, Charter School Lease Revenue Bonds, Community of Peace Academy Project, Series 2019      4.000        12/01/49        978,852  
  1,000,000        Saint Paul Housing & Redevelopment Authority, Minnesota, Charter School Lease Revenue Bonds, Hmong College Prep Academy Project, Refunding Series 2020A      5.000        09/01/40        963,957  
  360,000        Saint Paul Housing & Redevelopment Authority, Minnesota, Charter School Lease Revenue Bonds, Twin Cities Academy Project, Series 2015A      5.300        07/01/45        346,663  

 

24   See Notes to Financial Statements


Table of Contents

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     EDUCATION AND CIVIC ORGANIZATIONS (continued)         
$ 510,000        Saint Paul Housing & Redevelopment Authority, Minnesota, Charter School Lease Revenue Bonds, Twin Cities Academy Project, Series 2015A      5.375%        07/01/50      $ 489,114  
  1,680,000        Saint Paul Housing & Redevelopment Authority, Minnesota, Charter School Lease Revenue Bonds, Twin Cities German Immersion School, Series 2013A      5.000        07/01/44           1,509,052  
  390,000        Saint Paul Housing and Redevelopment Authority, Minnesota, Lease Revenue Bonds, Saint Paul Conservatory for Performing Artists Charter School Project, Series 2013A      4.625        03/01/43        326,134  
  1,000,000        Savage, Minnesota Charter School Lease Revenue Bonds, Aspen Academy Project, Series 2016A      5.000        10/01/41        893,952  
  500,000        St. Paul Housing and Redevelopment Authority, Minnesota, Charter School Revenue Bonds, Higher Ground Academy Charter School, Series 2018      5.000        12/01/43        474,707  
  500,000       

St. Paul Housing and Redevelopment Authority, Minnesota, Charter School Revenue Bonds, Higher Ground Academy

Charter School, Series 2018

     5.125        12/01/49        468,069  

 

 

 
     TOTAL EDUCATION AND CIVIC ORGANIZATIONS            26,102,404  
    

 

 
     HEALTH CARE - 37.4% (22.1% of Total Investments)         
  250,000        Chippewa County, Minnesota, Gross Revenue Hospital Bonds, Montevideo Hospital Project, Refunding Series 2016      4.000        03/01/32        244,872  
  180,000        City of Plato, Minnesota, Health Care Facilities Revenue Bonds, Glencoe Regional Health Services Project, Series 2017      5.000        04/01/41        175,537  
  1,400,000        Duluth Economic Development Authority, Minnesota, Health Care Facilities Revenue Bonds, Essentia Health Obligated Group, Series 2018A      5.000        02/15/43        1,386,397  
  5,050,000        Duluth Economic Development Authority, Minnesota, Health Care Facilities Revenue Bonds, Essentia Health Obligated Group, Series 2018A      5.000        02/15/53        4,909,531  
  430,000        Duluth Economic Development Authority, Minnesota, Health Care Facilities Revenue Bonds, Saint Luke’s Hospital of Duluth Obligated Group, Series 2021A      3.000        06/15/44        334,012  
  150,000        Duluth Economic Development Authority, Minnesota, Health Care Facilities Revenue Bonds, Saint Luke’s Hospital of Duluth Obligated Group, Series 2022B      5.250        06/15/47        153,027  
  400,000        Glencoe, Minnesota, Health Care Facilities Revenue Bonds, Glencoe Regional Health Services Project, Series 2013      4.000        04/01/27        397,786  
  230,000        Glencoe, Minnesota, Health Care Facilities Revenue Bonds, Glencoe Regional Health Services Project, Series 2013      4.000        04/01/31        225,460  
  500,000        Maple Grove, Minnesota, Health Care Facilities Revenue Refunding Bonds, North Memorial Health Care, Series 2015      4.000        09/01/35        466,423  
  200,000        Maple Grove, Minnesota, Health Care Facility Revenue Bonds, North Memorial Health Care, Series 2017      5.000        05/01/31        202,720  
  165,000        Maple Grove, Minnesota, Health Care Facility Revenue Bonds, North Memorial Health Care, Series 2017      5.000        05/01/32        167,015  
  1,500,000        Minneapolis, Minnesota, Health Care System Revenue Bonds, Allina Health System, Series 2021      4.000        11/15/36        1,482,002  
  500,000        Minneapolis, Minnesota, Health Care System Revenue Bonds, Allina Health System, Series 2021      4.000        11/15/39        470,078  
  265,000        Minneapolis, Minnesota, Health Care System Revenue Bonds, Fairview Health Services, Series 2015A      4.000        11/15/40        233,406  
  1,000,000        Minneapolis, Minnesota, Health Care System Revenue Bonds, Fairview Health Services, Series 2018A      4.000        11/15/48        825,318  
  125,000        Minneapolis-Saint Paul Housing and Redevelopment Authority, Minnesota, Health Care System Revenue Bonds, Children’s Health Care, Series 2025      5.000        08/15/44        128,276  
  1,000,000        Minnesota Agricultural and Economic Development Board, Health Care Facilities Revenue Bonds, Essentia Health Obligated Group, Series 2024A      5.250        01/01/54        1,003,970  
  915,000        Rochester, Minnesota, Health Care Facilities Revenue Bonds, Mayo Clinic, Series 2018A      4.000        11/15/48        808,822  
  1,000,000        Saint Cloud, Minnesota, Health Care Revenue Bonds, CentraCare Health System, Series 2016A      4.000        05/01/37        960,670  
  1,675,000        Saint Cloud, Minnesota, Health Care Revenue Bonds, CentraCare Health System, Series 2019      5.000        05/01/48        1,639,164  

 

See Notes to Financial Statements   25


Table of Contents

Portfolio of Investments May 31, 2025 (continued)

NMS

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     HEALTH CARE (continued)         
$ 3,920,000        Saint Paul Housing and Redevelopment Authority, Minnesota, Health Care Facility Revenue Bonds, HealthPartners Obligated Group, Refunding Series 2015A      4.000%        07/01/35      $    3,782,452  
  1,000,000        Saint Paul Housing and Redevelopment Authority, Minnesota, Health Care Facility Revenue Bonds, HealthPartners Obligated Group, Refunding Series 2025      5.000        07/01/33        1,089,721  
  230,000        Saint Paul Housing and Redevelopment Authority, Minnesota, Health Care Revenue Bonds, Fairview Health Services, Series 2017A      4.000        11/15/36        218,057  
  240,000        Saint Paul Housing and Redevelopment Authority, Minnesota, Health Care Revenue Bonds, Fairview Health Services, Series 2017A      4.000        11/15/37        223,206  
  2,170,000        Saint Paul Housing and Redevelopment Authority, Minnesota, Health Care Revenue Bonds, Fairview Health Services, Series 2017A      4.000        11/15/43        1,828,275  
  1,000,000        Saint Paul Housing and Redevelopment Authority, Minnesota, Health Care Revenue Bonds, Fairview Health Services, Series 2017A      5.000        11/15/47        979,313  
  855,000        Saint Paul Port Authority, Minnesota, Lease Revenue Bonds, Regions Hospital Parking Ramp Project, Series 2007-1      5.000        08/01/36        855,232  
  325,000        Shakopee, Minnesota, Health Care Facilities Revenue Bonds, Saint Francis Regional Medical Center, Refunding Series 2014      4.000        09/01/31        320,318  
  630,000        Shakopee, Minnesota, Health Care Facilities Revenue Bonds, Saint Francis Regional Medical Center, Refunding Series 2014      5.000        09/01/34        630,060  

 

 

 
     TOTAL HEALTH CARE            26,141,120  
    

 

 
     HOUSING/SINGLE FAMILY - 2.3% (1.4% of Total Investments)         
  40,000        Minnesota Housing Finance Agency, Residential Housing Finance Bonds, Series 2013C      3.900        07/01/43        34,778  
  20,000        Minnesota Housing Finance Agency, Residential Housing Finance Bonds, Series 2014C      3.500        01/01/32        19,952  
  675,000        Minnesota Housing Finance Agency, Residential Housing Finance Bonds, Social Series 2025F      4.500        01/01/37        672,926  
  905,000        Minnesota Housing Finance Agency, Residential Housing Finance Bonds, Social Series 2025F      4.500        07/01/37        899,678  

 

 

 
     TOTAL HOUSING/SINGLE FAMILY            1,627,334  
    

 

 
     INDUSTRIALS - 6.4% (3.8% of Total Investments)         
  1,400,000        Minneapolis, Minnesota, Limited Tax Supported Development Revenue Bonds, Common Bond Fund Series 2013-1      4.500        06/01/33        1,408,306  
  600,000        Minneapolis, Minnesota, Limited Tax Supported Development Revenue Bonds, Common Bond Fund Series 2013-1      4.750        06/01/39        600,867  
  2,650,000      (a)   Saint Paul Port Authority, Minnesota, Solid Waste Disposal Revenue Bonds, Gerdau Saint Paul Steel Mill Project, Series 2012-7, (AMT)      4.500        10/01/37        2,472,223  

 

 

 
     TOTAL INDUSTRIALS            4,481,396  
    

 

 
     LONG-TERM CARE - 8.9% (5.3% of Total Investments)         
  805,000        Anoka, Minnesota, Health Care and Housing Facility Revenue Bonds, The Homestead at Anoka, Inc. Project, Series 2014      5.125        11/01/49        682,925  
  300,000        Apple Valley, Minnesota, Senior Housing Revenue Bonds, PHS Apple Valley Senior Housing, Inc. Orchard Path Phase III Project, Series 2025A      5.500        09/01/55        297,637  
  250,000        Bethel, Minnesota, Housing and Health Care Facilities Revenue Bonds, Ecumen Obligated Group Series 2024A      6.250        03/01/54        233,620  
  875,000        Cold Spring, Minnesota, Health Care Facilities Revenue Bonds, Assumption Home, Inc., Refunding Series 2013      5.200        03/01/43        766,714  
  175,000        Columbus, Minnesota, Senior Housing Revenue Bonds, Richfield Senior Housing, Inc., Refunding Series 2015      5.250        01/01/40        142,783  
  850,000        Columbus, Minnesota, Senior Housing Revenue Bonds, Richfield Senior Housing, Inc., Refunding Series 2015      5.250        01/01/46        649,733  
  500,000      (a)   Dakota County Community Development Agency, Minnesota, Senior Housing Revenue Bonds, Walker Highview Hills LLC Project, Refunding Series 2016A      5.000        08/01/51        441,073  
  750,000        Minneapolis, Minnesota, Senior Housing and Healthcare Revenue Bonds, Ecumen Abiitan Mill City Project, Series 2015      5.250        11/01/45        680,334  

 

26   See Notes to Financial Statements


Table of Contents

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     LONG-TERM CARE (continued)         
$ 215,000        Saint Joseph, Minnesota, Senior Housing and Healthcare Revenue Bonds, Woodcrest of Country Manor Project, Series 2019 A      5.000%        07/01/55      $      181,456  
  500,000        Saint Paul Housing and Redevelopment Authority Minnesota, Senior Housing and Health Care Revenue Bonds, Episcopal Homes Project, Series 2013      5.125        05/01/48        408,943  
  500,000        Saint Paul Park, Minnesota, Senior Housing and Health Care Revenue Bonds, Presbyterian Homes Bloomington Project, Refunding Series 2017      4.125        09/01/34        477,918  
  350,000        Saint Paul Park, Minnesota, Senior Housing and Health Care Revenue Bonds, Presbyterian Homes Bloomington Project, Refunding Series 2017      4.125        09/01/35        330,083  
  560,000        Sauk Rapids, Minnesota, Health Care and Housing Facilities Revenue Bonds, Good Shepherd Luthran Home, Refunding Series 2013      5.125        01/01/39        475,324  
  500,000       

Wayzata, Minnesota Senior Housing Revenue Bonds, Folkestone

Senior Living Community, Refunding Series 2019

     5.000        08/01/49        473,185  

 

 

 
     TOTAL LONG-TERM CARE            6,241,728  
    

 

 
     TAX OBLIGATION/GENERAL - 31.2% (18.4% of Total Investments)         
  2,205,000        Bird Island-Olivia-Lake Lillian Independent School District 2534, Minnesota, General Obligation Bonds, School Building Series 2024A      5.000        02/01/49        2,270,919  
  1,015,000        Brainerd Independent School District 181, Crow Wing County, Minnesota, General Obligation Bonds, Facilities Maintenance Series 2018D      4.000        02/01/38        1,015,511  
  1,055,000        Brainerd Independent School District 181, Crow Wing County, Minnesota, General Obligation Bonds, Facilities Maintenance Series 2018D      4.000        02/01/39        1,036,133  
  750,000        Brainerd Independent School District 181, Crow Wing County, Minnesota, General Obligation Bonds, School Building Series 2018A      4.000        02/01/42        708,708  
  1,020,000        Brooklyn Center Independent School District 286, Minnesota, General Obligation Bonds, Series 2018A      4.000        02/01/43        961,501  
  1,000,000        Corcoran, Minnesota, General Obligation Bonds, Series 2023A - BAM Insured      4.000        02/01/48        891,468  
  500,000        Dover-Eyota Independent School District 533, Minnesota, General Obligation Bonds, School Building Facilities Maintenance Series 2023A      4.000        02/01/44        464,744  
  500,000        GFW Independent School District No. 2365, Sibley, Renville, McLeod and Nicollet Counties, Minnesota, General Obligation School Building Bonds, Series 2023A      5.000        02/01/48        512,022  
  1,500,000        Hennepin County, Minnesota, General Obligation Bonds, Series 2024A      5.000        12/01/43        1,584,333  
  1,000,000        Independent School District 621, Mounds View, Minnesota, General Obligation Bonds, School Building Series 2018A      4.000        02/01/42        964,620  
  1,145,000        Independent School District No. 2397 (Le Sueur-Henderson), Minnesota, General Obligation School Building Bonds, Series 2022A      5.000        02/01/36        1,230,990  
  1,000,000        Independent School District No. 2397 (Le Sueur-Henderson), Minnesota, General Obligation School Building Bonds, Series 2022A      4.500        02/01/41        1,004,410  
  1,500,000        Maple River Independent School District 2135, Minnesota, General Obligation Bonds, School Building Series 2020A      4.000        02/01/50        1,310,469  
  1,345,000        Minneapolis, Minnesota, General Obligation Bonds, Improvement & Various Purpose Series 2018      4.000        12/01/40        1,326,014  
  310,000        Minnetonka Independent School District 276, Hennepin County, Minnesota, General Obligation Bonds, Facilities Maintenance Series 2023B      5.000        02/01/39        329,278  
  1,000,000        Roseville Independent School District 623, Ramsey County, Minnesota, General Obligation Bonds, School Building Series 2018A      4.000        02/01/34        1,008,096  
  1,000,000        Round Lake-Brewster Independent School District 2907, Minnesota, General Obligation Bonds, School Building Series 2023A      4.000        02/01/42        941,674  

 

See Notes to Financial Statements   27


Table of Contents

Portfolio of Investments May 31, 2025 (continued)

NMS

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     TAX OBLIGATION/GENERAL (continued)         
$ 1,000,000        Saint James Independent School District 840, Minnesota, General Obligation Bonds, School Building Series 2015B      4.000%        02/01/45      $ 931,267  
  1,000,000        Saint Louis Park Independent School District 283, Hennepin County, Minnesota, General Obligation Bonds, School Building Series 2022A      5.000        02/01/36           1,060,336  
  800,000        Sartell, Minnesota, General Obligation Bonds, Series 2022A      4.000        02/01/43        744,198  
  1,500,000        Sibley East Independent School District 2310, Sibley, Minnesota, General Obligation Bonds, School Building Series 2015A      4.000        02/01/40        1,485,954  

 

 

 
     TOTAL TAX OBLIGATION/GENERAL            21,782,645  
    

 

 
     TAX OBLIGATION/LIMITED - 22.8% (13.4% of Total Investments)         
  1,000,000        Anoka-Hennepin Independent School District 11, Minnesota, Certificates of ParticIpation, Series 2015A      4.000        02/01/41        897,907  
  500,000        Elbow Lake Economic Development Authority, Minnesota, Lease Revenue Bonds, Grant County Public Project, Series 2023A      5.000        12/15/44        478,952  
  500,000        Minneapolis, Minnesota, Tax Incriment Revenue Bonds, Ivy Tower Project, Series 2015      5.000        03/01/29        500,029  
  1,255,000        Minnesota Department of Iron Range Resource and Rehabilitation, Educational Facilities Revenue Bonds, Series 2023A      5.000        10/01/42        1,314,426  
  1,495,000        Minnesota Department of Iron Range Resource and Rehabilitation, Revenue Bonds, Series 2024A      5.000        10/01/43        1,566,146  
  200,000        Minnesota Housing Finance Agency, Housing Infrastructure State Appropriation Bonds, Series 2017A      4.000        08/01/35        199,549  
  500,000        Minnesota Housing Finance Agency, Housing Infrastructure State Appropriation Bonds, Series 2018D      4.000        08/01/39        476,897  
  1,000,000        Minnesota Housing Finance Agency, Housing Infrastructure State Appropriation Bonds, Series 2022A      5.000        08/01/40        1,044,963  
  2,230,000        Minnesota Housing Finance Agency, Nonprofit Housing Bonds, State Appropriation Series 2011      5.000        08/01/31        2,233,657  
  1,500,000        Minnesota State, Certificates of Participation, State Office Building Project, Series 2023      5.000        11/01/43        1,568,492  
  1,595,000        New London Economic Development Authority, Minnesota, Lease Revenue Bonds, SWWC Service Cooperative Lease With Option to Purchase Project, Public Series 2023      4.500        02/01/33        1,603,578  
  1,000,000        Northeast Metropolitan Intermediate School District 916, White Bear Lake, Minnesota, Certificates of Particpation, Series 2015A      3.750        02/01/36        982,562  
  750,000        Northeast Metropolitan Intermediate School District 916, White Bear Lake, Minnesota, Certificates of Particpation, Series 2015B      4.000        02/01/42        684,904  
  145,000        Saint Cloud Independent School District 742, Stearns County, Minnesota, Certificates of Participation, Saint Cloud Area Public Schools, Series 2017A      5.000        02/01/32        145,187  
  500,000        Saint Cloud Independent School District 742, Stearns County, Minnesota, Certificates of Participation, Saint Cloud Area Public Schools, Series 2017A      4.000        02/01/38        488,834  
  455,000        Saint Paul Housing and Redevelopment Authority, Minnesota, Multifamily Housing Revenue Bonds, 2700 University at Westgate Station, Series 2015B      4.875        04/01/30        455,003  
  755,000        Saint Paul Housing and Redevelopment Authority, Minnesota, Multifamily Housing Revenue Bonds, 2700 University at Westgate Station, Series 2015B      5.250        04/01/43        707,558  
  635,000       

Zumbro Education District 6012, Minnesota, Certificates of

Participation Series 2021A

     4.000        02/01/41        533,347  

 

 

 
     TOTAL TAX OBLIGATION/LIMITED            15,881,991  
    

 

 
     TRANSPORTATION - 10.4% (6.1% of Total Investments)         
  300,000        Minneapolis-St. Paul Metropolitan Airports Commission, Minnesota, Airport Revenue Bonds, Refunding Subordinate Lien Series 2019A      5.000        01/01/39        308,893  
  500,000        Minneapolis-St. Paul Metropolitan Airports Commission, Minnesota, Airport Revenue Bonds, Refunding Subordinate Lien Series 2019A      5.000        01/01/44        503,826  
  250,000        Minneapolis-St. Paul Metropolitan Airports Commission, Minnesota, Airport Revenue Bonds, Refunding Subordinate Lien Series 2019A      5.000        01/01/49        248,441  

 

28   See Notes to Financial Statements


Table of Contents

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     TRANSPORTATION (continued)         
$ 1,000,000        Minneapolis-St. Paul Metropolitan Airports Commission, Minnesota, Airport Revenue Bonds, Refunding Subordinate Lien Series 2019B, (AMT)      5.000%        01/01/44      $ 985,656  
  2,000,000        Minneapolis-St. Paul Metropolitan Airports Commission, Minnesota, Airport Revenue Bonds, Refunding Subordinate Lien Series 2019B, (AMT)      5.000        01/01/49        1,957,828  
  1,600,000        Minneapolis-St. Paul Metropolitan Airports Commission, Minnesota, Airport Revenue Bonds, Senior Lien Series 2016C      5.000        01/01/46        1,602,340  
  500,000        Minneapolis-St. Paul Metropolitan Airports Commission, Minnesota, Airport Revenue Bonds, Subordinate Lien Series 2022A      5.000        01/01/52        502,242  
  1,175,000       

Minneapolis-St. Paul Metropolitan Airports Commission, Minnesota, Airport Revenue Bonds, Subordinate Lien Series

2022B, (AMT)

     5.250        01/01/47        1,182,321  

 

 

 
     TOTAL TRANSPORTATION            7,291,547  
    

 

 
     UTILITIES - 12.7% (7.5% of Total Investments)         
  415,000        Guam Government Waterworks Authority, Water and Wastewater System Revenue Bonds, Series 2016      5.000        01/01/46        401,156  
  30,000        Guam Government Waterworks Authority, Water and Wastewater System Revenue Bonds, Series 2020A      5.000        01/01/50        28,732  
  500,000        Minnesota Municipal Power Agency, Electric Revenue Bonds, Refunding Series 2014A      4.000        10/01/33        500,201  
  965,000        Minnesota Municipal Power Agency, Electric Revenue Bonds, Series 2016      5.000        10/01/35        987,182  
  2,795,000        Minnesota Municipal Power Agency, Electric Revenue Bonds, Series 2016      5.000        10/01/47        2,825,004  
  655,000        Saint Paul Port Authority, Minnesota, District Energy Revenue Bonds, Series 2021-1. 501 C3      4.000        10/01/41        579,954  
  200,000        Saint Paul Port Authority, Minnesota, District Energy Revenue Bonds, Series 2023-3      4.750        10/01/43        192,115  
  100,000        Southern Minnesota Municipal Power Agency, Power Supply System Revenue Bonds, Series 1994A - NPFG Insured      0.000        01/01/26        97,862  
  3,200,000       

Western Minnesota Municipal Power Agency, Minnesota, Power

Supply Revenue Bonds, Series 2018A

     5.000        01/01/49        3,225,341  

 

 

 
     TOTAL UTILITIES            8,837,547  
    

 

 
     TOTAL MUNICIPAL BONDS
(Cost $123,422,721)
               118,387,712  
    

 

 
     TOTAL LONG-TERM INVESTMENTS
(Cost $123,422,721)
           118,387,712  
    

 

 
     AMTP SHARES, NET - (71.3)% (b)            (49,782,788)  
    

 

 
     OTHER ASSETS & LIABILITIES, NET - 1.8%            1,233,279  
    

 

 
     NET ASSETS APPLICABLE TO COMMON SHARES - 100%          $ 69,838,203  
    

 

 

All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise noted.

 

AMT

Alternative Minimum Tax

(a)

Security is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities are deemed liquid and may be resold in transactions exempt from registration, which are normally those transactions with qualified institutional buyers. As of the end of the reporting period, the aggregate value of these securities is $2,913,296 or 2.5% of Total Investments.

(b)

AMTP Shares, Net as a percentage of Total Investments is 42.1%.

 

See Notes to Financial Statements   29


Table of Contents

Portfolio of Investments May 31, 2025

NOM

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     LONG-TERM INVESTMENTS - 170.5% (100.0% of Total Investments)         
     MUNICIPAL BONDS - 170.5% (100.0% of Total Investments)         
     CONSUMER STAPLES - 4.6% (2.7% of Total Investments)         
$ 1,055,000        Missouri Development Finance Board, Solid Waste Disposal Revenue Bonds, Procter and Gamble Inc., Series 1999, (AMT)      5.200%        03/15/29      $    1,111,530  

 

 

 
     TOTAL CONSUMER STAPLES            1,111,530  
    

 

 
     EDUCATION AND CIVIC ORGANIZATIONS - 13.4% (7.9% of Total Investments)

 

  
  410,000        Missouri Health and Educational Facilities Authority, Educational Facilities Revenue Bonds, Kansas City University of Medicine and Biosciences, Series 2013A      5.000        06/01/33        410,007  
  600,000        Missouri Health and Educational Facilities Authority, Educational Facilities Revenue Bonds, Southwest Baptist University Project, Series 2012      5.000        10/01/33        571,971  
  500,000      (a)   Missouri Health and Educational Facilities Authority, Revenue Bonds, Maryville University of St. Louis Project, Series 2025A      5.000        06/15/40        488,311  
  1,000,000        Missouri Health and Educational Facilities Authority, Revenue Bonds, Saint Louis University, Series 2015A      4.000        10/01/42        918,917  
  500,000        Missouri Health and Educational Facilities Authority, Revenue Bonds, Saint Louis University, Series 2019A      5.000        10/01/46        505,424  
  115,000        Missouri Health and Educational Facilities Authority, Revenue Bonds, Webster University, Refunding Series 2017      4.000        04/01/34        90,649  
  210,000        Missouri Southern State University, Auxiliary Enterprise System Revenue Bonds, Series 2019A - AGM Insured      4.000        10/01/39        198,028  
  100,000        Saline County Industrial Development Authority, Missouri, First Mortgage Revenue Bonds, Missouri Valley College, Series 2017      4.500        10/01/40        83,166  

 

 

 
     TOTAL EDUCATION AND CIVIC ORGANIZATIONS            3,266,473  
    

 

 
     HEALTH CARE - 36.5% (21.4% of Total Investments)         
  300,000        Boone County, Missouri, Hospital Revenue Bonds, Boone Hospital Center, Refunding Series 2016      5.000        08/01/30        276,002  
  210,000        Bridgeton Industrial Development Authority, Missouri, Senior Housing Revenue Bonds, The Sarah Community Project, Refunding Series 2016      4.000        05/01/33        210,031  
  400,000        Cape Girardeau County Industrial Development Authority, Missouri, Health Facilities Revenue Bonds, Southeasthealth, Series 2017A      5.000        03/01/36        403,851  
  300,000        Hannibal Industrial Development Authority, Missouri, Health Facilities Revenue Bonds, Hannibal Regional Healthcare System, Series 2017      5.000        10/01/42        278,839  
  340,000        Joplin Industrial Development Authority, Missouri, Health Facilities Revenue Bonds, Freeman Health System, Series 2024      5.000        02/15/41        345,155  
  250,000        Missouri Health and Educational Facilities Authority, Health Facilities Revenue Bonds, BJC Health System, Series 2015A      4.000        01/01/45        219,109  
  750,000      (b)   Missouri Health and Educational Facilities Authority, Health Facilities Revenue Bonds, BJC Health System, Series 2025A, (UB)      4.000        04/01/45        660,689  
  1,730,000        Missouri Health and Educational Facilities Authority, Health Facilities Revenue Bonds, CoxHealth, Series 2013A      5.000        11/15/44        1,679,540  
  500,000        Missouri Health and Educational Facilities Authority, Health Facilities Revenue Bonds, CoxHealth, Series 2015A      5.000        11/15/33        501,983  
  390,000        Missouri Health and Educational Facilities Authority, Health Facilities Revenue Bonds, Mercy Health, Series 2012      4.000        11/15/42        348,683  
  550,000        Missouri Health and Educational Facilities Authority, Health Facilities Revenue Bonds, Mercy Health, Series 2014F      4.250        11/15/48        480,851  
  650,000        Missouri Health and Educational Facilities Authority, Health Facilities Revenue Bonds, Mercy Health, Series 2017C      5.000        11/15/42        649,300  
  1,000,000        Missouri Health and Educational Facilities Authority, Health Facilities Revenue Bonds, Mercy Health, Series 2023      5.500        12/01/48        1,033,344  
  1,000,000        Missouri Health and Educational Facilities Authority, Health Facilities Revenue Bonds, Mosaic Health System, Series 2019A      4.000        02/15/54        848,185  
  350,000        Missouri Health and Educational Facilities Authority, Revenue Bonds, Children’s Mercy Hospital, Series 2017A      4.000        05/15/48        302,934  
  125,000        Missouri Health and Educational Facilities Authority, Revenue Bonds, Lake Regional Health System, Series 2021      4.000        02/15/51        100,589  

 

30   See Notes to Financial Statements


Table of Contents

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     HEALTH CARE (continued)         
$ 600,000        Saint Louis County Industrial Development Authority, Missouri, Health Facilities Revenue Bonds, Ranken-Jordan Project, Refunding & Improvement Series 2016      5.000%        11/15/46      $ 538,783  

 

 

 
     TOTAL HEALTH CARE               8,877,868  
    

 

 
     HOUSING/SINGLE FAMILY - 0.2% (0.1% of Total Investments)         
  40,000        Missouri Housing Development Commission, Single Family Mortgage Revenue Bonds, First Place Homeownership Loan Program, Series 2017A-2      3.800        11/01/37        37,437  

 

 

 
     TOTAL HOUSING/SINGLE FAMILY            37,437  
    

 

 
     LONG-TERM CARE - 10.7% (6.3% of Total Investments)         
  100,000        Kirkwood Industrial Development Authority, Missouri, Retirement Community Revenue Bonds, Aberdeen Heights Project, Refunding Series 2017A      5.250        05/15/37        95,506  
  400,000        Missouri Health and Educational Facilities Authority, Revenue Bonds, Lutheran Senior Services Projects, Series 2016A      5.000        02/01/36        400,375  
  500,000        Missouri Health and Educational Facilities Authority, Revenue Bonds, Lutheran Senior Services Projects, Series 2016A      5.000        02/01/46        465,139  
  100,000        Missouri Health and Educational Facilities Authority, Revenue Bonds, Lutheran Senior Services Projects, Series 2019C      4.000        02/01/48        80,441  
  250,000        Missouri Health and Educational Facilities Authority, Revenue Bonds, Lutheran Senior Services Projects, Series 2024A      5.000        02/01/42        247,868  
  350,000        Missouri Health and Educational Facilities Authority, Revenue Bonds, Lutheran Senior Services Projects, Series 2024A      5.250        02/01/54        337,508  
  225,000        Saint Louis County Industrial Development Authority, Missouri, Revenue Bonds, Friendship Village of Sunset Hills, Series 2012      5.000        09/01/32        225,033  
  250,000        Saint Louis County Industrial Development Authority, Missouri, Revenue Bonds, Friendship Village of Sunset Hills, Series 2012      5.000        09/01/42        241,762  
  430,000        Saint Louis County Industrial Development Authority, Missouri, Revenue Bonds, Friendship Village of Sunset Hills, Series 2013A      5.875        09/01/43        429,987  
  100,000        Saint Louis County Industrial Development Authority, Missouri, Revenue Bonds, Saint Andrew’s Resources for Seniors, Series 2015A      5.125        12/01/45        88,122  

 

 

 
     TOTAL LONG-TERM CARE            2,611,741  
    

 

 
     TAX OBLIGATION/GENERAL - 28.9% (16.9% of Total Investments)         
  515,000        Carl Junction School District R-1, Jasper County, Missouri, General Obligation Bonds, Series 2024      5.000        03/01/44        525,860  
  1,000,000        Clay County Public School District 53, Liberty, Missouri, General Obligation Bonds, Series 2018      4.000        03/01/34        1,000,886  
  335,000        Clay County Public School District 53, Liberty, Missouri, General Obligation Bonds, Series 2018      4.000        03/01/36        332,535  
  340,000        Clay County Reorganized School District R-II Smithville, Missouri, General Obligation Bonds, Refunding Series 2015      4.000        03/01/36        340,198  
  500,000        Jackson County Consolidated School District 4, Missouri, General Obligation Bonds, School Building Series 2024      5.750        03/01/43        544,599  
  500,000        Jefferson City School District, Missouri, General Obligation Bonds, Series 2023A      5.500        03/01/43        530,394  
  225,000        Jefferson County School District R-1 Northwest, Missouri, General Obligation Bonds, Direct Deposit Program Series 2023      5.000        03/01/43        229,444  
  300,000        Kansas City, Missouri, General Obligation Bonds, Refunding & Improvement Series 2018A      4.000        02/01/35        301,467  
  500,000        Lebanon School District R3, LaClede County, Missouri, General Obligation Bonds, Missouri Direct Deposit Program, Series 2024      4.000        03/01/44        457,842  
  425,000      (c)   Missouri Health and Educational Facilities Authority, Health Facilities Revenue Bonds, Truman Medical Center, Inc., Pass- Through Certificate Series 2017      4.250        12/01/42        363,970  
  335,000        Orchard Farm R-V School District, St. Charles County, Missouri, General Obligation Bonds, Missouri Direct Deposit Program, School Series 2024A      5.500        03/01/44        364,201  
  500,000        Pulaski County Reorganized-6 District Lessee, Missouri, Certificate of Participation, Series 2025      4.625        04/15/50        466,759  
  1,000,000        Saint Louis County Pattonville School District R3, Missouri, General Obligation Bonds, Series 2023      5.250        03/01/43        1,040,955  

 

See Notes to Financial Statements   31


Table of Contents

Portfolio of Investments May 31, 2025 (continued)

NOM

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     TAX OBLIGATION/GENERAL (continued)         
$ 500,000       

Webster Groves School District, Missouri, Crossover General

Obligation Bonds, Series 2024

     5.000%        03/01/43      $ 517,140  

 

 

 
     TOTAL TAX OBLIGATION/GENERAL               7,016,250  
    

 

 
     TAX OBLIGATION/LIMITED - 41.7% (24.5% of Total Investments)         
  1,500,000        Bi-State Development Agency of the Missouri-Illinois Metropolitan District, Mass Transit Sales Tax Appropriation Bonds, Refunding Combined Lien Series 2019      4.000        10/01/36        1,481,803  
  760,000        Bi-State Development Agency of the Missouri-Illinois Metropolitan District, Mass Transit Sales Tax Appropriation Bonds, Refunding Combined Lien Series 2019      4.000        10/01/48        655,619  
  145,000        Clay, Jackson & Platte Counties Consolidated Public Library District 3, Missouri, Certificates of Participation, Mid-Continent Public Library Project, Series 2018      4.000        03/01/35        144,947  
  135,000        Conley Road Transportation District, Missouri, Transportation Sales Tax Revenue Bonds, Series 2017      5.125        05/01/41        133,024  
  289,906      (d)   Fulton, Missouri, Tax Increment Revenue Bonds, Fulton Commons Redevelopment Project, Series 2006      5.000        06/01/28        60,880  
  250,000        Howard Bend Levee District, St. Louis County, Missouri, Levee District Improvement Bonds, Series 2013B      4.875        03/01/33        244,685  
  200,000        Howard Bend Levee District, St. Louis County, Missouri, Levee District Improvement Bonds, Series 2013B      5.000        03/01/38        189,630  
  300,000        Kansas City Industrial Development Authority, Missouri, Downtown Redevelpment District Revenue Bonds, Series 2011A      5.000        09/01/32        301,009  
  75,000      (c)   Kansas City Industrial Development Authority, Missouri, Sales Tax Revenue Bonds, Ward Parkway Center Community Improvement District, Senior Refunding & Improvement Series 2016      4.250        04/01/26        74,512  
  325,000        Kansas City, Missouri, Special Obligation Bonds, Downtown Redevelopment District, Series 2014C      5.000        09/01/33        325,316  
  400,000        Kansas City, Missouri, Special Obligation Bonds, Kansas City Missouri Projects, Series 2024B      4.000        09/01/45        350,606  
  500,000        Kansas City, Missouri, Special Obligation Bonds, Kansas City Missouri Projects, Series 2025B      5.500        04/01/50        528,750  
  100,000      (c)   Land Clearance for Redevelopment Authority of Kansas City, Missouri, Project Revenue Bonds, Convention Center Hotel Project - TIF Financing, Series 2018B      5.000        02/01/40        97,307  
  100,000      (c)   Land Clearance for Redevelopment Authority of Kansas City, Missouri, Project Revenue Bonds, Convention Center Hotel Project - TIF Financing, Series 2018B      5.000        02/01/50        93,648  
  250,000        Marshall School District, Missouri, Certificates of Participation, Series 2023 - BAM Insured      5.000        03/01/49        252,713  
  245,000        Missouri Development Finance Board, Infrastructure Facilities Revenue Bonds, City of Branson - Branson Landing Project, Series 2015A      4.000        06/01/34        244,625  
  155,000        Ozark R-6 School District, Christian County, Missouri, General Obligation Bonds, Series 2023      5.000        04/01/45        157,305  
  350,000        Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, Restructured 2018A-1      0.000        07/01/46        112,362  
  97,000        Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, Restructured 2018A-1      0.000        07/01/51        22,899  
  500,000        Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, Restructured 2018A-1      4.750        07/01/53        457,898  
  617,000        Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, Restructured 2018A-1      5.000        07/01/58        579,706  
  200,000        Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, Taxable Restructured Cofina Project Series 2019A-2      4.329        07/01/40        186,561  
  50,000      (c)   Saint Charles County Industrial Development Authority, Missouri, Sales Tax Revenue Bonds, Wentzville Parkway Regional Community Improvement District Project, Series 2019B      4.250        11/01/49        40,192  
  250,000      (c)   Saint Louis County Industrial Development Authority, Missouri, Sales Tax Revenue Bonds, Chesterfield Blue Valley Community Improvement District Project, Series 2014A      5.250        07/01/44        215,486  
  500,000        Saint Louis Land Clearance for Redevelopment Authority, Missouri, Annual Appropriation Redevelopment Revenue Bonds, National Geospatial-Intelligence Agency Offsite Improvements, Series 2022C      5.125        06/01/46        470,301  

 

32   See Notes to Financial Statements


Table of Contents

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     TAX OBLIGATION/LIMITED (continued)         
$ 1,000,000        Saint Louis Municipal Finance Corporation, Missouri, Leasehold Revenue Bonds, Convention Center, Expansion & Improvement Projects Series 2020 - AGM Insured      5.000%        10/01/49      $ 985,599  
  600,000        Springfield, Missouri, Special Obligation Bonds, Sewer System Improvements Project, Series 2015      4.000        04/01/35        590,656  
  125,000      (c)   Taney County Industrial Development Authority, Missouri, Sales Tax Revenue Improvement Bonds, Big Cedar Infrastructure Project Series 2023      6.000        10/01/49        119,105  
  450,000        The Industrial Development Authority of the City of Saint Louis, Missouri, Development Financing Revenue Bonds, Ballpark Village Development Project, Series 2017A      4.750        11/15/47        381,588  
  100,000        Transportation Development District, Missouri, Transportation Sales Tax Revenue Bonds, Series 2017      4.500        06/01/36        98,344  
  195,000        Universal City Industrial Development Authority, Missouri, Revenue Bonds, Tax Increment and Special District Markets at Olive Project Series 2023A      5.500        06/15/42        188,387  
  320,000        Wentzville, Missouri, Certificates of Participation, Series 2023      5.000        03/01/37        344,893  

 

 

 
     TOTAL TAX OBLIGATION/LIMITED            10,130,356  
    

 

 
     TRANSPORTATION - 17.4% (10.2% of Total Investments)         
  450,000        Kansas City Industrial Development Authority, Missouri, Airport Special Obligation Bonds, Kansas City International Airport Terminal Modernization Project, Series 2019A, (AMT)      5.000        03/01/44        443,494  
  1,500,000        Kansas City Industrial Development Authority, Missouri, Airport Special Obligation Bonds, Kansas City International Airport Terminal Modernization Project, Series 2019B, (AMT)      5.000        03/01/46        1,477,045  
  1,265,000        Saint Louis, Missouri, Airport Revenue Bonds, Lambert-St. Louis International Airport, Series 2017C - AGM Insured      5.000        07/01/47        1,271,235  
  1,000,000        Saint Louis, Missouri, Airport Revenue Bonds, Lambert-St. Louis International Airport, Series 2024A - AGM Insured      5.250        07/01/54        1,033,351  

 

 

 
     TOTAL TRANSPORTATION            4,225,125  
    

 

 
     UTILITIES - 17.1% (10.0% of Total Investments)         
  500,000        Kansas City, Missouri, Sanitary Sewer System Revenue Bonds, Improvement Series 2023A      4.000        01/01/48        444,593  
  500,000        Kansas City, Missouri, Water Revenue Bonds, Series 2025A      5.000        12/01/45        518,966  
  500,000        Metropolitan St. Louis Sewerage District, Missouri, Wastewater System Revenue Bonds, Refunding Improvement Series 2022B      5.000        05/01/47        516,090  
  500,000        Metropolitan St. Louis Sewerage District, Missouri, Wastewater System Revenue Bonds, Refunding Improvement Series 2022B      5.250        05/01/52        517,017  
  500,000        Missouri Joint Municipal Electric Utility Commission, Power Project Revenue Bonds, Plum Point Project, Refunding Series 2015A      4.000        01/01/35        489,498  
  500,000        Missouri Joint Municipal Electric Utility Commission, Power Supply System Revenue Bonds, MoPEP Facilities, Series 2018      5.000        12/01/43        501,344  
  500,000        Saint Charles County Public Water Supply District 2, Missouri, Certificates of Participation, Missouri Project, Series 2022      5.000        12/01/44        508,218  
  500,000        Saint Charles County Public Water Supply District 2, Missouri, Certificates of Participation, Missouri Project, Series 2024      4.000        12/01/44        451,129  
  260,000        Stone County Public Water Supply District 2, Missouri, Certificates of Participation, Series 2021B      4.000        12/01/51        204,355  

 

 

 
     TOTAL UTILITIES               4,151,210  
    

 

 
     TOTAL MUNICIPAL BONDS
(Cost $43,256,884)
           41,427,990  
    

 

 
     TOTAL LONG-TERM INVESTMENTS
(Cost $43,256,884)
           41,427,990  
    

 

 
     FLOATING RATE OBLIGATIONS - (2.5)%            (600,000)  
    

 

 
     MFP SHARES, NET - (69.3)% (e)            (16,829,603)  
    

 

 
     OTHER ASSETS & LIABILITIES, NET - 1.3%            298,438  
    

 

 
     NET ASSETS APPLICABLE TO COMMON SHARES - 100%          $ 24,296,825  
    

 

 

All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise noted.

 

See Notes to Financial Statements   33


Table of Contents

Portfolio of Investments May 31, 2025 (continued)

NOM

 

 

AMT

Alternative Minimum Tax

UB

Underlying bond of an inverse floating rate trust reflected as a financing transaction. Inverse floating rate trust is a Recourse Trust unless otherwise noted.

 

(a)

When-issued or delayed delivery security.

(b)

Investment, or portion of investment, has been pledged to collateralize the net payment obligations for investments in inverse floating rate transactions.

(c)

Security is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities are deemed liquid and may be resold in transactions exempt from registration, which are normally those transactions with qualified institutional buyers. As of the end of the reporting period, the aggregate value of these securities is $1,004,220 or 2.4% of Total Investments.

(d)

Defaulted security. A security whose issuer has failed to fully pay principal and/or interest when due, or is under the protection of bankruptcy.

(e)

MFP Shares, Net as a percentage of Total Investments is 40.6%.

 

34   See Notes to Financial Statements


Table of Contents

Portfolio of Investments May 31, 2025

NPV

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     LONG-TERM INVESTMENTS - 169.4% (100.0% of Total Investments)

 

     
     MUNICIPAL BONDS - 169.4% (100.0% of Total Investments)         
     CONSUMER STAPLES - 4.8% (2.8% of Total Investments)         
$ 1,000,000        Children’s Trust Fund, Puerto Rico, Tobacco Settlement Asset-Backed Bonds, Refunding Series 2002      5.625%        05/15/43      $    1,011,509  
  490,000        Guam Economic Development & Commerce Authority, Tobacco Settlement Asset-Backed Bonds, Series 2007A      5.250        06/01/32        473,723  
  705,000        Guam Economic Development & Commerce Authority, Tobacco Settlement Asset-Backed Bonds, Series 2007A      5.625        06/01/47        647,588  
  2,525,000        Tobacco Settlement Financing Corporation of Virginia, Tobacco Settlement Asset Backed Bonds, Series 2007B1      5.000        06/01/47        2,182,865  
  6,145,000       

Tobacco Settlement Financing Corporation of Virginia, Tobacco

Settlement Asset-Backed Bonds, Series 2007B2

     5.200        06/01/46        5,502,239  

 

 

 
     TOTAL CONSUMER STAPLES            9,817,924  
    

 

 
     EDUCATION AND CIVIC ORGANIZATIONS - 13.5% (8.0% of Total Investments)

 

     
  1,000,000        Alexandria Industrial Development Authority, Virginia, Educational Facilities Revenue Bonds, Episcopal High School, Refunding Series 2021C      4.000        01/01/46        880,938  
  1,105,000        Alexandria Industrial Development Authority, Virginia, Educational Facilities Revenue Bonds, Episcopal High School, Series 2017      4.000        01/01/37        1,094,248  
  565,000        Alexandria Industrial Development Authority, Virginia, Educational Facilities Revenue Bonds, Episcopal High School, Series 2017      4.000        01/01/40        528,369  
  170,000        Amherst Industrial Development Authority, Virginia, Revenue Bonds, Sweet Briar College, Series 2006      5.000        09/01/26        169,014  
  1,000,000      (a)   Industrial Development Authority of the City of Lexington, Virginia, Washington and Lee University, Educational Facility Revenue Bonds, Refunding Series 2018A      5.000        01/01/43        1,011,046  
  1,500,000        Loudoun County Industrial Development Authority, Virginia, Multi-Modal Revenue Bonds, Howard Hughes Medical Institute, Series 2022A      4.000        10/01/52        1,345,119  
  2,000,000        Madison County Industrial Development Authority, Virginia, Educational Facilities Revenue Bonds, Woodberry Forest School, Series 2021      3.000        10/01/50        1,423,283  
  500,000        Montgomery County Economic Development Authority, Virginia, Revenue Bonds, Virginia Tech Foundation, Refunding Series 2017A      4.000        06/01/36        496,285  
  750,000        Roanoke Economic Development Authority, Virginia, Educational Facilities Revenue Bonds, Lynchburg College, Series 2018A      5.000        09/01/43        689,777  
  1,000,000        Salem Economic Development Authority, Virginia, Educational Facilities Revenue Bonds, Roanoke College, Series 2020      4.000        04/01/45        813,446  
  1,000,000      (b)   Salem Economic Development Authority, Virginia, Educational Facilities Revenue Bonds, Roanoke College, Series 2025      6.000        04/01/55        1,021,189  
  2,500,000        The Rector and Visitors of the University of Virginia, General Pledge Revenue Bonds, Green Series 2015A-2      5.000        04/01/45        2,502,454  
  1,515,000        The Rector and Visitors of the University of Virginia, General Pledge Revenue Bonds, Refunding Series 2017A      5.000        04/01/39        1,541,291  
  9,000,000      (a)   The Rector and Visitors of the University of Virginia, General Pledge Revenue Bonds, Refunding Series 2017A, (UB)      5.000        04/01/39        9,156,181  
  1,000,000      (c)   Virginia College Building Authority, Educational Facilities Revenue Bonds, Marymount University Project, Green Series 2015B      5.000        07/01/45        767,339  
  1,500,000      (c)   Virginia College Building Authority, Educational Facilities Revenue Bonds, Marymount University Project, Refunding Series 2015A      5.000        07/01/35        1,306,200  
  4,000,000      (c)   Virginia College Building Authority, Educational Facilities Revenue Bonds, Marymount University Project, Refunding Series 2015A      5.000        07/01/45        3,069,357  

 

 

 
     TOTAL EDUCATION AND CIVIC ORGANIZATIONS            27,815,536  
    

 

 

 

See Notes to Financial Statements   35


Table of Contents

Portfolio of Investments May 31, 2025 (continued)

NPV

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     HEALTH CARE - 33.1% (19.6% of Total Investments)         
$ 1,550,000        Arlington County Industrial Development Authority, Virginia, Hospital Facility Revenue Bonds, Virginia Hospital Center, Series 2020      5.000%        07/01/29      $    1,655,413  
  1,000,000        Arlington County Industrial Development Authority, Virginia, Hospital Facility Revenue Bonds, Virginia Hospital Center, Series 2020      4.000        07/01/39        965,252  
  225,000        Arlington County Industrial Development Authority, Virginia, Hospital Facility Revenue Bonds, Virginia Hospital Center, Series 2020      4.000        07/01/40        214,090  
  1,055,000        Arlington County Industrial Development Authority, Virginia, Hospital Facility Revenue Bonds, Virginia Hospital Center, Series 2020      4.000        07/01/45        936,432  
  1,465,000        Arlington County Industrial Development Authority, Virginia, Hospital Revenue Bonds, Virginia Hospital Center, Series 2023A, (Mandatory Put 7/01/31)      5.000        07/01/53        1,567,858  
  1,470,000        Chesapeake Hospital Authority, Virginia, Hospital Facility Revenue Bonds, Chesapeake Regional Medical Center, Series 2019      5.000        07/01/34        1,534,312  
  1,205,000        Chesapeake Hospital Authority, Virginia, Hospital Facility Revenue Bonds, Chesapeake Regional Medical Center, Series 2019      4.000        07/01/37        1,156,417  
  1,000,000        Chesapeake Hospital Authority, Virginia, Hospital Facility Revenue Bonds, Chesapeake Regional Medical Center, Series 2019      4.000        07/01/43        897,361  
  1,920,000        Colorado Health Facilities Authority, Colorado, Revenue Bonds, CommonSpirit Health, Series 2019A-1      4.000        08/01/44        1,667,045  
  2,700,000        Colorado Health Facilities Authority, Colorado, Revenue Bonds, CommonSpirit Health, Series 2019A-2      4.000        08/01/49        2,231,831  
  4,005,000        Fairfax County Industrial Development Authority, Virginia, Healthcare Revenue Bonds, Inova Health System, Refunding Series 2022      4.000        05/15/42        3,704,487  
  2,500,000        Fairfax County Industrial Development Authority, Virginia, Healthcare Revenue Bonds, Inova Health System, Series 2014A      4.000        05/15/44        2,294,499  
  1,000,000        Fairfax County Industrial Development Authority, Virginia, Healthcare Revenue Bonds, Inova Health System, Series 2024      5.000        05/15/51        1,015,422  
  3,000,000        Fairfax County Industrial Development Authority, Virginia, Healthcare Revenue Bonds, Inova Health System, Series 2024      4.125        05/15/54        2,559,023  
  1,500,000        Front Royal and Warren County Industrial Development Authority, Virginia, Hospital Revenue Bonds, Valley Health System Obligated Group, Series 2018      4.000        01/01/50        1,307,524  
  730,000        Henrico County Economic Development Authority, Virginia, Health Facilities Revenue Bonds, Bon Secours Mercy Health, Series 2025A-VA      5.000        11/01/48        734,617  
  3,500,000      (c)   Industrial Development Authority of the City of Newport News, Virginia, Health System Revenue Bonds, Riverside Health System, Series 2015A      5.330        07/01/45        3,388,931  
  5,000,000      (c)   Industrial Development Authority of the City of Newport News, Virginia, Health System Revenue Bonds, Riverside Health System, Series 2017A      5.000        07/01/46        4,810,724  
  2,310,000        Isle Economic Development Authority, Wight County, Virginia, Health System Revenue Bonds, Riverside Health System Series 2023 - AGM Insured      5.250        07/01/48        2,376,796  
  3,635,000        Lynchburg Economic Development Authority, Virginia, Hospital Revenue Bonds, Centra Health Obligated Group, Refunding Series 2017A      5.000        01/01/47        3,579,946  
  1,575,000        Lynchburg Economic Development Authority, Virginia, Hospital Revenue Bonds, Centra Health Obligated Group, Refunding Series 2021      4.000        01/01/55        1,260,207  
  1,000,000        Norfolk Economic Development Authority, Virginia, Hospital Facility Revenue Bonds, Sentara Healthcare Systems, Refunding Series 2018B      4.000        11/01/48        868,973  
  875,000        Roanoke Economic Development Authority, Virginia, Hospital Revenue Bonds, Carilion Clinic Obligated Group, Series 2020A      4.000        07/01/36        868,396  
  5,000,000        Roanoke Economic Development Authority, Virginia, Hospital Revenue Bonds, Carilion Clinic Obligated Group, Series 2020A      4.000        07/01/51        4,304,320  

 

36   See Notes to Financial Statements


Table of Contents

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     HEALTH CARE (continued)         
$ 1,000,000        Stafford County Economic Development Authority, Virginia, Hospital Facilities Revenue Bonds, Mary Washington Healthcare Obligated Group, Refunding Series 2016      5.000%        06/15/32      $    1,012,588  
  1,360,000        Stafford County Economic Development Authority, Virginia, Hospital Facilities Revenue Bonds, Mary Washington Healthcare Obligated Group, Refunding Series 2016      4.000        06/15/37        1,278,514  
  7,000,000        Virginia Small Business Finance Authority, Healthcare Facilities Revenue Bonds, Bon Secours Mercy Health, Inc., Series 2020A      4.000        12/01/49        5,910,561  
  3,000,000        Virginia Small Business Finance Authority, Healthcare Facilities Revenue Bonds, Bon Secours Mercy Health, Inc., Series 2022A      5.000        10/01/42        3,040,262  
  1,200,000        Virginia Small Business Finance Authority, Healthcare Facilities Revenue Bonds, Mary Washington Healthcare, Refunding Series 2025A-1      5.250        06/15/50        1,218,549  
  1,000,000        Virginia Small Business Finance Authority, Healthcare Facilities Revenue Bonds, Mary Washington Healthcare, Refunding Series 2025A-1      5.250        06/15/55        1,012,948  
  1,150,000        Virginia Small Business Finance Authority, Healthcare Facilities Revenue Bonds, Sentara Healthcare, Refunding Series 2020      4.000        11/01/38        1,088,054  
  2,000,000        Virginia Small Business Finance Authority, Healthcare Facilities Revenue Bonds, Sentara Healthcare, Refunding Series 2020      4.000        11/01/39        1,875,025  
  1,500,000        Winchester Economic Development Authority, Virginia, Hospital Revenue Bonds, Valley Health System Obligated Group, Refunding Series 2015      5.000        01/01/33        1,509,152  
  1,000,000        Winchester Economic Development Authority, Virginia, Hospital Revenue Bonds, Valley Health System Obligated Group, Refunding Series 2015      5.000        01/01/35        1,004,478  
  2,000,000        Winchester Economic Development Authority, Virginia, Hospital Revenue Bonds, Valley Health System Obligated Group, Refunding Series 2015      4.000        01/01/37        1,933,576  
  1,215,000       

Winchester Economic Development Authority, Virginia, Hospital Revenue Bonds, Valley Health System Obligated Group,

Refunding Series 2015

     5.000        01/01/44        1,192,944  

 

 

 
     TOTAL HEALTH CARE            67,976,527  
    

 

 
     HOUSING/MULTIFAMILY - 14.3% (8.4% of Total Investments)         
  1,060,000      (c)   Richmond Redevelopment and Housing Authority, Virginia, Multi- Family Housing Revenue Bonds, American Tobacco Apartments, Series 2017      5.550        01/01/37        1,003,760  
  1,000,000        Virginia Housing Development Authority, Rental Housing Bonds, Series 2015A      3.500        03/01/35        942,486  
  1,000,000        Virginia Housing Development Authority, Rental Housing Bonds, Series 2015A      3.625        03/01/39        871,118  
  900,000        Virginia Housing Development Authority, Rental Housing Bonds, Series 2015C      4.000        08/01/45        790,741  
  2,750,000        Virginia Housing Development Authority, Rental Housing Bonds, Series 2015E      3.750        12/01/40        2,422,221  
  1,500,000        Virginia Housing Development Authority, Rental Housing Bonds, Series 2016B      3.350        05/01/36        1,393,774  
  1,700,000        Virginia Housing Development Authority, Rental Housing Bonds, Series 2017A      3.875        03/01/47        1,446,388  
  3,000,000        Virginia Housing Development Authority, Rental Housing Bonds, Series 2019A      3.800        09/01/44        2,620,827  
  1,855,000        Virginia Housing Development Authority, Rental Housing Bonds, Series 2020E      2.500        07/01/45        1,228,903  
  1,000,000        Virginia Housing Development Authority, Rental Housing Bonds, Series 2022F      5.000        10/01/52        1,003,559  
  1,000,000        Virginia Housing Development Authority, Rental Housing Bonds, Series 2023E      5.250        10/01/63        1,013,068  
  1,000,000        Virginia Housing Development Authority, Rental Housing Bonds, Series 2024A      4.450        09/01/44        969,863  
  7,650,000      (a)   Williamsburg Economic Development Authority, Virginia, Student Housing Revenue Bonds, Provident Group - Williamsburg Properties LLC - William and Mary Project Series 2023A - AGM Insured, (UB)      4.000        07/01/48        6,770,987  

 

See Notes to Financial Statements   37


Table of Contents

Portfolio of Investments May 31, 2025 (continued)

NPV

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     HOUSING/MULTIFAMILY (continued)         
$ 2,600,000      (a)   Williamsburg Economic Development Authority, Virginia, Student Housing Revenue Bonds, Provident Group - Williamsburg Properties LLC - William and Mary Project Series 2023A - AGM Insured, (UB)      4.125%        07/01/58      $    2,289,566  
  5,000,000      (a)   Williamsburg Economic Development Authority, Virginia, Student Housing Revenue Bonds, Provident Group - Williamsburg Properties LLC - William and Mary Project Series 2023A - AGM Insured, (UB)      4.375        07/01/63        4,514,442  

 

 

 
     TOTAL HOUSING/MULTIFAMILY            29,281,703  
    

 

 
     HOUSING/SINGLE FAMILY - 1.3% (0.8% of Total Investments)         
  1,000,000        Virginia Housing Development Authority, Commonwealth Mortgage Bonds, Series 2023C      4.875        07/01/48        1,000,661  
  670,000        Virginia Housing Development Authority, Commonwealth Mortgage Bonds, Series 2023E-5      4.625        07/01/50        645,133  
  1,200,000        Virginia Housing Development Authority, Commonwealth Mortgage Bonds, Series 2023E-I      4.550        10/01/49        1,141,670  

 

 

 
     TOTAL HOUSING/SINGLE FAMILY            2,787,464  
    

 

 
     LONG-TERM CARE - 10.2% (6.0% of Total Investments)         
  3,225,000        Albemarle County, Virginia, Residential Care Facility Revenue Bonds Westminster-Canterbury of the Blue Ridge Refunding Series 2022A      4.000        06/01/42        2,958,232  
  700,000        Henrico County Economic Development Authority, Virginia, Residential Care Facility Revenue Bonds, Westminster Canterbury of Richmond, Refunding Series 2020      4.000        10/01/45        629,065  
  1,155,000        James City County Economic Development Authority, Virginia, Residential Care Facility Revenue Bonds, Williamsburg Landing Inc., Refunding Series 2021A      4.000        12/01/40        992,225  
  200,000        James City County Economic Development Authority, Virginia, Residential Care Facility Revenue Bonds, Williamsburg Landing Inc., Series 2024A      6.875        12/01/58        211,880  
  1,000,000        James City County Economic Development Authority, Virginia, Residential Care Facility Revenue Bonds, WindsorMeade, Series 2021A      4.000        06/01/47        755,823  
  1,120,000        Lexington Industrial Development Authority, Virginia, Residential Care Facility Revenue Bonds, Kendal at Lexington Retirement Community Inc., Refunding Series 2022. Forward Delivery      4.000        01/01/42        985,885  
  1,000,000        Lexington Industrial Development Authority, Virginia, Residential Care Facility Revenue Bonds, Kendal at Lexington Retirement Community Inc., Refunding Series 2022. Forward Delivery      4.000        01/01/48        817,314  
  1,000,000        Norfolk Redevelopment and Housing Authority, Virginia, Fort Norfolk Retirement Community, Inc., Harbor’s Edge Project, Series 2019A      4.375        01/01/39        873,902  
  1,325,000        Norfolk Redevelopment and Housing Authority, Virginia, Fort Norfolk Retirement Community, Inc., Harbor’s Edge Project, Series 2019A      5.000        01/01/49        1,112,672  
  2,305,000        Norfolk Redevelopment and Housing Authority, Virginia, Fort Norfolk Retirement Community, Inc., Harbor’s Edge Project, Series 2019A      5.250        01/01/54        1,970,521  
  1,000,000        Norfolk Redevelopment and Housing Authority, Virginia, Revenue Bonds, Fort Norfolk Retirement Community, Inc. - Harbor’s Edge Project, Refunding Series 2014      5.000        01/01/46        858,675  
  670,000        Prince William County Industrial Development Authority, Virginia, Residential Care Facility Revenue Bonds, Westminster at Lake Ridge, Refunding Series 2016      5.000        01/01/37        660,245  
  2,000,000        Prince William County Industrial Development Authority, Virginia, Residential Care Facility Revenue Bonds, Westminster at Lake Ridge, Refunding Series 2016      5.000        01/01/46        1,785,462  
  2,920,000        Suffolk Economic Development Authority, Virginia, Retirement Facilities First Mortgage Revenue Bonds, Lake Prince Center, Inc./ United Church Homes and Services Obligated Group, Refunding Series 2016      5.000        09/01/31        2,890,992  
  320,000        Virginia Beach Development Authority, Virginia, Residential Care Facility Revenue Bonds, Westminster Canterbury on Chesapeake Bay, Series 2023A      7.000        09/01/53        350,141  

 

38   See Notes to Financial Statements


Table of Contents

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     LONG-TERM CARE (continued)         
$ 1,000,000        Virginia Beach Development Authority, Virginia, Residential Care Facility Revenue Bonds, Westminster Canterbury on Chesapeake Bay, Series 2023A      7.000%        09/01/59      $    1,088,417  
  2,000,000        Virginia Small Business Financing Authority, Virginia, Residential Care Facility Revenue Bonds, Lifespire, Refunding Series 2024A      5.500        12/01/54        2,017,848  

 

 

 
     TOTAL LONG-TERM CARE            20,959,299  
    

 

 
     TAX OBLIGATION/GENERAL - 4.3% (2.6% of Total Investments)         
  3,300,000        Puerto Rico, General Obligation Bonds, Restructured Series 2022A-1      0.000        07/01/33        2,236,784  
  4,000,000        Puerto Rico, General Obligation Bonds, Restructured Series 2022A-1      4.000        07/01/33        3,848,463  
  1,000,000        Puerto Rico, General Obligation Bonds, Restructured Series 2022A-1      4.000        07/01/41        857,415  
  1,000,000        Richmond, Virginia, General Obligation Bonds, Public Improvement Series 2024C      4.000        03/01/57        870,887  
  1,000,000      (d)   Virginia State, General Obligation Bonds, Series 2022A      5.000        06/01/52        1,032,230  

 

 

 
     TOTAL TAX OBLIGATION/GENERAL            8,845,779  
    

 

 
     TAX OBLIGATION/LIMITED - 24.0% (14.1% of Total Investments)         
  1,340,000        Arlington County Industrial Development Authority, Virginia, Revenue Bonds, Refunding County Projects, Series 2017      5.000        02/15/37        1,371,846  
  1,000,000      (c)   Cherry Hill Community Development Authority, Virginia, Special Assesment Bonds, Potomac Shores Project, Series 2015      5.400        03/01/45        1,000,332  
  2,000,000      (c)   Cutalong II Community Development Authority, Louisa County, Virginia, Special Assessment Revenue Bonds, Cutalong II Project, Series 2022      4.500        03/01/55        1,569,420  
  1,020,000      (c)   Farms of New Kent Community Development Authority, Virginia, Special Assessment Bonds, Refunding Series 2021A      3.750        03/01/36        952,453  
  4,000,000        Government of Guam, Business Privilege Tax Bonds, Refunding Series 2015D      5.000        11/15/34        4,008,276  
  1,000,000        Guam Government, Limited Obligation Section 30 Revenue Bonds, Series 2016A      5.000        12/01/33        1,004,308  
  2,000,000        Hampton Roads Transportation Accountability Commision, Virginia, Revenue Bonds, Hampton Roads Transportation Fund, Senior Lien Series 2020A      5.000        07/01/45        2,043,280  
  3,000,000        Hampton Roads Transportation Accountability Commission, Virginia, Revenue Bonds, Hampton Roads Transportation Fund, Senior Lien Series 2022A      4.000        07/01/57        2,543,419  
  1,440,000        Hampton Roads Transportation Accountability Commission, Virginia, Revenue Bonds, Hampton Roads Transportation Fund, Senior Lien Series 2024A      5.250        07/01/59        1,487,890  
  975,000      (c)   Industrial Development Authority of the City of Alexandria, Virginia, Tourism Development Financing Program Revenue Bonds (699 Prince Street Hotel Project) Senior Series 2022A-1 (Tax-Exempt) and Senior Series 2022B-1      7.750        09/01/44        998,047  
  905,000      (c)   Lower Magnolia Green Community Development Authority, Virginia, Special Assessment Bonds, Series 2015      5.000        03/01/35        892,145  
  2,995,000      (c)   Lower Magnolia Green Community Development Authority, Virginia, Special Assessment Bonds, Series 2015      5.000        03/01/45        2,761,099  
  440,000        Matching Fund Special Purpose Securitization Corporation, Virgin Islands, Revenue Bonds, Series 2022A      5.000        10/01/32        449,238  
  300,000      (c)   Peninsula Town Center Community Development Authority, Virginia, Special Obligation Bonds, Refunding Series 2018      4.500        09/01/28        300,800  
  3,000,000      (c)   Peninsula Town Center Community Development Authority, Virginia, Special Obligation Bonds, Refunding Series 2018      5.000        09/01/45        2,787,268  
  96,000        Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, Restructured 2018A-1      0.000        07/01/27        88,358  
  94,000        Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, Restructured 2018A-1      0.000        07/01/29        79,841  
  219,000        Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, Restructured 2018A-1      0.000        07/01/31        170,172  
  136,000        Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, Restructured 2018A-1      0.000        07/01/33        96,394  
  3,609,000        Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, Restructured 2018A-1      0.000        07/01/51        851,996  

 

See Notes to Financial Statements   39


Table of Contents

Portfolio of Investments May 31, 2025 (continued)

NPV

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     TAX OBLIGATION/LIMITED (continued)         
$ 7,320,000        Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, Restructured 2018A-1      5.000%        07/01/58      $    6,877,547  
  1,550,000        Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, Taxable Restructured Cofina Project Series 2019A-2      4.329        07/01/40        1,447,413  
  150,000        Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, Taxable Restructured Cofina Project Series 2019A-2      4.536        07/01/53        129,982  
  62,000        Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, Taxable Restructured Cofina Project Series 2019A-2      4.784        07/01/58        55,584  
  1,500,000      (c)   Virgin Islands Public Finance Authority, Federal Highway Grant Anticipation Loan Note Revenue Bonds, Series 2015      5.000        09/01/33        1,506,874  
  2,240,000      (c)   Virgin Islands Public Finance Authority, Gross Receipts Taxes Loan Note, Working Capital Series 2014A - AGM Insured      5.000        10/01/34        2,245,575  
  2,000,000      (c)   Virgin Islands Public Finance Authority, Revenue Bonds, Frenchman’s Reef Hotel Development Hotel Occupancy Series 2024A      6.000        04/01/53        1,986,830  
  1,000,000        Virginia Gateway Community Development Authority, Prince William County, Virginia, Special Assessment Refunding Bonds, Series 2012      5.000        03/01/30        993,258  
  35,000        Virginia Resources Authority, Infrastructure Revenue Bonds, Pooled Financing Program, Series 2012A      5.000        11/01/42        35,024  
  115,000      (c)   Virginia Small Business Finance Authority, Tourism Development Financing Program Revenue Bonds, Downtown Norfolk and Virginia Beach Oceanfront Hotel Projects, Series 2018A      8.375        04/01/41        109,519  
  300,000      (c)   Virginia Small Business Financing Authority, Tourism Development Financing Program Revenue Bonds, Virginia Beach Oceanfront South Hotel Project, Senior Series 2020A-1      8.000        10/01/43        288,659  
  1,000,000        Virginia Transportation Board, Transportation Revenue Bonds, Capital Projects, Series 2018      4.000        05/15/38        994,325  
  2,000,000        Washington Metropolitan Area Transit Authority, Dedicated Revenue Bonds, Second Lien Green Series 2023A      5.250        07/15/53        2,048,756  
  3,970,000        Washington Metropolitan Area Transit Authority, Second Lien Dedicated Revenue Bonds, Sustainability- Climate Transition, Series 2024A      5.250        07/15/59        4,069,979  
  920,000        Western Virginia Regional Jail Authority, Virginia, Facility Revenue Bonds, Refunding Series 2016      5.000        12/01/36        942,555  

 

 

 
     TOTAL TAX OBLIGATION/LIMITED            49,188,462  
    

 

 
     TRANSPORTATION - 52.7% (31.1% of Total Investments)         
  375,000        Capital Region Airport Commission, Virginia, Airport Revenue Bonds, Refunding Series 2016A      4.000        07/01/34        375,466  
  400,000        Capital Region Airport Commission, Virginia, Airport Revenue Bonds, Refunding Series 2016A      4.000        07/01/35        400,013  
  250,000        Capital Region Airport Commission, Virginia, Airport Revenue Bonds, Refunding Series 2016A      4.000        07/01/38        243,983  
  5,320,000        Chesapeake Bay Bridge and Tunnel District, Virginia, General Resolution Revenue Bonds, First Tier Series 2016 - AGM Insured      5.000        07/01/41        5,345,789  
  1,705,000        Chesapeake Bay Bridge and Tunnel District, Virginia, General Resolution Revenue Bonds, First Tier Series 2016      5.000        07/01/46        1,683,064  
  4,200,000        Chesapeake Bay Bridge and Tunnel District, Virginia, General Resolution Revenue Bonds, First Tier Series 2016      5.000        07/01/51        4,094,770  
  2,000,000        Chesapeake, Virginia, Transportation System Senior Toll Road Revenue Bonds, Capital Appreciation Series 2012B      4.750        07/15/32        2,057,950  
  4,225,000        Chesapeake, Virginia, Transportation System Senior Toll Road Revenue Bonds, Capital Appreciation Series 2012B      4.875        07/15/40        4,221,612  
  1,000,000        Chesapeake, Virginia, Transportation System Senior Toll Road Revenue Bonds, Capital Appreciation Series 2012B - AGM Insured      4.875        07/15/40        1,015,016  
  1,945,000        Chesapeake, Virginia, Transportation System Senior Toll Road Revenue Bonds, Refunding Series 2024 - AGM Insured      4.000        07/15/47        1,735,145  
  4,500,000        Metropolitan Washington Airports Authority, Virginia, Dulles Toll Road Revenue Bonds, Dulles Metrorail & Capital improvement Projects, Refunding & Subordinate Lien Series 2019B      4.000        10/01/44        4,002,519  

 

40   See Notes to Financial Statements


Table of Contents

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     TRANSPORTATION (continued)         
$ 3,335,000        Metropolitan Washington Airports Authority, Virginia, Dulles Toll Road Revenue Bonds, Dulles Metrorail & Capital improvement Projects, Refunding & Subordinate Lien Series 2019B - AGM Insured      4.000%        10/01/53      $    2,847,358  
  4,000,000        Metropolitan Washington Airports Authority, Virginia, Dulles Toll Road Revenue Bonds, Dulles Metrorail & Capital improvement Projects, Second Senior Lien Series 2009B - AGC Insured      0.000        10/01/26        3,822,474  
  11,825,000        Metropolitan Washington Airports Authority, Virginia, Dulles Toll Road Revenue Bonds, Dulles Metrorail & Capital improvement Projects, Second Senior Lien Series 2009B - AGC Insured      0.000        10/01/34        8,005,122  
  1,135,000        Metropolitan Washington Airports Authority, Virginia, Dulles Toll Road Revenue Bonds, Dulles Metrorail & Capital improvement Projects, Second Senior Lien Series 2009B - AGC Insured      0.000        10/01/36        689,836  
  5,010,000        Metropolitan Washington Airports Authority, Virginia, Dulles Toll Road Revenue Bonds, Dulles Metrorail & Capital improvement Projects, Second Senior Lien Series 2009B - AGC Insured      0.000        10/01/39        2,536,282  
  6,700,000        Metropolitan Washington Airports Authority, Virginia, Dulles Toll Road Revenue Bonds, Dulles Metrorail Capital Appreciation, Second Senior Lien Series 2010B      6.500        10/01/44        7,109,611  
  7,300,000        Metropolitan Washington D.C. Airports Authority, Airport System Revenue Bonds, Refunding Series 2016A, (AMT)      5.000        10/01/35        7,346,031  
  2,000,000        Metropolitan Washington D.C. Airports Authority, Airport System Revenue Bonds, Refunding Series 2018A, (AMT)      5.000        10/01/31        2,069,840  
  3,290,000      (a)   Metropolitan Washington D.C. Airports Authority, Airport System Revenue Bonds, Refunding Series 2018A, (AMT)      5.000        10/01/36        3,343,892  
  2,000,000        Metropolitan Washington D.C. Airports Authority, Airport System Revenue Bonds, Refunding Series 2018A, (AMT)      5.000        10/01/38        2,016,563  
  1,000,000        Metropolitan Washington D.C. Airports Authority, Airport System Revenue Bonds, Refunding Series 2019A, (AMT)      5.000        10/01/30        1,051,449  
  4,000,000        Metropolitan Washington D.C. Airports Authority, Airport System Revenue Bonds, Refunding Series 2019A, (AMT)      5.000        10/01/40        4,042,178  
  1,150,000        Metropolitan Washington D.C. Airports Authority, Airport System Revenue Bonds, Refunding Series 2023A, (AMT)      5.250        10/01/48        1,163,082  
  65,000        New York Transportation Development Corporation, New York, Special Facility Revenue Bonds, American Airlines, Inc. John F Kennedy International Airport Project, Refunding Series 2016, (AMT)      5.000        08/01/26        64,999  
  595,000        New York Transportation Development Corporation, New York, Special Facility Revenue Bonds, American Airlines, Inc. John F Kennedy International Airport Project, Refunding Series 2016, (AMT)      5.000        08/01/31        592,778  
  1,585,000        Norfolk Airport Authority, Virginia, Airport Revenue Bonds, Series 2019      5.000        07/01/38        1,637,966  
  3,000,000        Virginia Port Authority, Port Facilities Revenue Bonds, Refunding Series 2016B, (AMT)      5.000        07/01/41        2,960,928  
  3,000,000        Virginia Port Authority, Port Facilities Revenue Bonds, Refunding Series 2016B, (AMT)      5.000        07/01/45        2,904,378  
  9,035,000        Virginia Small Business Financing Authority, Private Activity Revenue Bonds, Transform 66 P3 Project, Senior Lien Series 2017, (AMT)      5.000        12/31/49        8,551,573  
  805,000        Virginia Small Business Financing Authority, Private Activity Revenue Bonds, Transform 66 P3 Project, Senior Lien Series 2017, (AMT)      5.000        12/31/52        751,553  
  500,000        Virginia Small Business Financing Authority, Private Activity Revenue Bonds, Transform 66 P3 Project, Senior Lien Series 2017, (AMT)      5.000        12/31/56        462,476  
  1,325,000        Virginia Small Business Financing Authority, Revenue Bonds, 95 Express Lanes LLC Project, Refunding Senior Lien Series 2022, (AMT)      5.000        07/01/33        1,379,583  
  1,395,000        Virginia Small Business Financing Authority, Revenue Bonds, 95 Express Lanes LLC Project, Refunding Senior Lien Series 2022, (AMT)      5.000        07/01/34        1,444,816  
  530,000        Virginia Small Business Financing Authority, Revenue Bonds, 95 Express Lanes LLC Project, Refunding Senior Lien Series 2022, (AMT)      5.000        07/01/38        536,456  

 

See Notes to Financial Statements   41


Table of Contents

Portfolio of Investments May 31, 2025 (continued)

NPV

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     TRANSPORTATION (continued)         
$ 3,120,000        Virginia Small Business Financing Authority, Revenue Bonds, 95 Express Lanes LLC Project, Refunding Senior Lien Series 2022, (AMT)      4.000%        07/01/39      $    2,854,233  
  1,500,000        Virginia Small Business Financing Authority, Revenue Bonds, 95 Express Lanes LLC Project, Refunding Senior Lien Series 2022, (AMT)      4.000        01/01/42        1,314,874  
  3,340,000        Virginia Small Business Financing Authority, Revenue Bonds, 95 Express Lanes LLC Project, Refunding Senior Lien Series 2022, (AMT)      5.000        12/31/47        3,351,066  
  1,000,000        Virginia Small Business Financing Authority, Revenue Bonds, 95 Express Lanes LLC Project, Refunding Senior Lien Series 2022, (AMT)      5.000        12/31/57        971,252  
  2,500,000        Virginia Small Business Financing Authority, Revenue Bonds, Elizabeth River Crossing OPCO, LLC Project, Refunding Senior Lien Series 2022, (AMT)      4.000        01/01/39        2,304,157  
  5,000,000        Virginia Small Business Financing Authority, Revenue Bonds, Elizabeth River Crossing OPCO, LLC Project, Refunding Senior Lien Series 2022, (AMT)      3.000        01/01/41        3,834,422  
  1,000,000        Washington Metropolitan Area Transit Authority, District of Columbia, Gross Revenue Bonds, Series 2018      5.000        07/01/43        1,002,320  

 

 

 
     TOTAL TRANSPORTATION            108,138,875  
    

 

 
     U.S. GUARANTEED - 5.4% (3.2% of Total Investments) (e)         
  900,000        Alexandria Industrial Development Authority, Virginia, Residential Care Facilities Mortgage Revenue Bonds, Goodwin House Incorporated, Series 2015, (Pre-refunded 10/01/25)      5.000        10/01/50        905,299  
  360,000        Chesapeake Bay Bridge and Tunnel Commission, Virginia, General Resolution Revenue Bonds, Refunding Series 1998 - NPFG Insured, (ETM)      5.500        07/01/25        360,664  
  1,000,000        Fairfax County Economic Development Authority, Virginia, County Facilities Revenue Bonds, Refunding Series 2017B, (Pre-refunded 10/01/27)      5.000        10/01/33        1,050,275  
  1,415,000        Hampton Roads Sanitation District, Virginia, Wastewater Revenue Bonds, Subordinate Series 2018A, (Pre-refunded 10/01/27)      5.000        10/01/40        1,484,504  
  1,010,000        Hampton Roads Sanitation District, Virginia, Wastewater Revenue Bonds, Subordinate Series 2018A, (Pre-refunded 10/01/27)      5.000        10/01/42        1,059,610  
  1,000,000        Hampton Roads Sanitation District, Virginia, Wastewater Revenue Bonds, Subordinate Series 2018A, (Pre-refunded 10/01/27)      5.000        10/01/43        1,049,119  
  1,000,000        Hampton Roads Transportation Accountability Commission, Virginia, Hampton Roads Transportation Fund Revenue Bonds, Senior Lien Series 2018A, (Pre-refunded 1/01/28)      5.500        07/01/57        1,066,445  
  4,000,000       

Richmond, Virginia, Public Utility Revenue Bonds, Refunding

Series 2016A, (Pre-refunded 1/15/26)

     5.000        01/15/33        4,050,657  

 

 

 
     TOTAL U.S. GUARANTEED            11,026,573  
    

 

 
     UTILITIES - 5.8% (3.4% of Total Investments)         
  4,300,000        Beaver County Industrial Development Authority, Pennsylvania, Pollution Control Revenue Bonds, FirstEnergy Generation Project, Refunding Series 2006A, (Mandatory Put 7/01/33)      4.750        01/01/35        4,390,362  
  1,675,000        Guam Government Waterworks Authority, Water and Wastewater System Revenue Bonds, Series 2016      5.000        01/01/46        1,619,125  
  2,000,000      (c)   Puerto Rico Aqueduct and Sewerage Authority, Revenue Bonds, Refunding Senior Lien Series 2020A      5.000        07/01/47        1,897,807  
  1,000,000      (c)   Puerto Rico Aqueduct and Sewerage Authority, Revenue Bonds, Refunding Senior Lien Series 2021B      4.000        07/01/42        857,130  
  725,000        Richmond, Virginia, Public Utility Revenue Bonds, Refunding Series 2023C      5.000        01/15/47        755,411  
  1,000,000        Virginia Resources Authority, Clean Water State Revolving Fund Revenue Bonds, Refunding Series 2014B      4.000        10/01/27        1,000,560  

 

42   See Notes to Financial Statements


Table of Contents

 

     PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     UTILITIES (continued)         
$ 1,500,000      (c),(d)  

Virginia Small Business Financing Authority, Solid Waste Disposal Revenue Bonds, Covanta Project, Series 2018, (AMT), (Mandatory

Put 7/01/38)

     5.000%        01/01/48      $ 1,442,683  

 

 

 
     TOTAL UTILITIES              11,963,078  
    

 

 
     TOTAL MUNICIPAL BONDS
(Cost $360,961,401)
           347,801,220  
    

 

 
     TOTAL LONG-TERM INVESTMENTS
(Cost $360,961,401)
           347,801,220  
    

 

 
     FLOATING RATE OBLIGATIONS - (9.2)%            (18,950,000)  
    

 

 
     VRDP SHARES, NET - (62.2)% (f)            (127,724,106)  
    

 

 
     OTHER ASSETS & LIABILITIES, NET - 2.0%            4,135,931  
    

 

 
     NET ASSETS APPLICABLE TO COMMON SHARES - 100%          $ 205,263,045  
    

 

 

All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise noted.

 

AMT

Alternative Minimum Tax

ETM

Escrowed to maturity

UB

Underlying bond of an inverse floating rate trust reflected as a financing transaction. Inverse floating rate trust is a Recourse Trust unless otherwise noted.

 

(a)

Investment, or portion of investment, has been pledged to collateralize the net payment obligations for investments in inverse floating rate transactions.

(b)

When-issued or delayed delivery security.

(c)

Security is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities are deemed liquid and may be resold in transactions exempt from registration, which are normally those transactions with qualified institutional buyers. As of the end of the reporting period, the aggregate value of these securities is $35,942,952 or 10.3% of Total Investments.

(d)

Floating or variable rate security includes the reference rate and spread, unless the variable rate is based on the underlying asset of the security. Coupon rate reflects the rate at period end.

(e)

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.

(f)

VRDP Shares, Net as a percentage of Total Investments is 36.7%.

 

See Notes to Financial Statements   43


Table of Contents

Statement of Assets and Liabilities

 

May 31, 2025    NMT     NMS     NOM     NPV  

ASSETS

        

Long-term investments, at value†

   $ 175,443,694     $ 118,387,712     $ 41,427,990     $ 347,801,220  

Cash

     680,525             439,806       955,945  

Receivables:

        

Interest

     2,693,315       1,663,971       508,477       5,323,410  

Investments sold

           50,000       30,000       447,187  

Shares sold

                       14,426  

Deferred offering costs

           71,459             101,767  

Other

     12,529       10,291       7,311       28,197  

Total assets

     178,830,063       120,183,433       42,413,584       354,672,152  

LIABILITIES

        

Cash overdraft

           57,068              

Floating rate obligations

                 600,000       18,950,000  

AMTP Shares, Net*

           49,782,788              

MFP Shares, Net**

                 16,829,603        

VRDP Shares, Net***

     73,787,816                   127,724,106  

Payables:

        

Management fees

     90,903       61,867       21,724       179,023  

Dividends

     636,494       420,176       152,915       1,268,307  

Interest

     40       26       3,076       212,953  

Investments purchased - when-issued/delayed-delivery settlement

     2,106,580             493,230       1,021,440  

Accrued expenses:

        

Custodian fees

     13,479       12,229       7,546       22,467  

Investor relations

     2,852       2,108       961       5,813  

Trustees fees

     3,936       2,572       940       17,990  

Professional fees

     1,425       1,436       1,457       1,374  

Shareholder reporting expenses

     5,822       2,448       1,705       4,769  

Shareholder servicing agent fees

     389       2,512       3,262       865  

Other

     574             340        

Total liabilities

     76,650,310       50,345,230       18,116,759       149,409,107  

Commitments and contingencies(1)

                                

Net assets applicable to common shares

   $ 102,179,753     $ 69,838,203     $ 24,296,825     $ 205,263,045  

Common shares outstanding

     9,330,180       6,059,103       2,350,752       18,461,554  

Net asset value (“NAV”) per common share outstanding

   $ 10.95     $ 11.53     $ 10.34     $ 11.12  

NET ASSETS APPLICABLE TO COMMON SHARES CONSIST OF:

                                

Common shares, $0.01 par value per share

   $ 93,302     $ 60,591     $ 23,508     $ 184,616  

Paid-in capital

      124,606,636        81,227,737        29,385,039        248,986,851  

Total distributable earnings (loss)

     (22,520,185     (11,450,125     (5,111,722     (43,908,422

Net assets applicable to common shares

   $ 102,179,753     $ 69,838,203     $ 24,296,825     $ 205,263,045  

Authorized shares:

        

 Common

     Unlimited       Unlimited       Unlimited       Unlimited  

 Preferred

     Unlimited       Unlimited       Unlimited       Unlimited  

† Long-term investments, cost

   $ 181,757,464     $ 123,422,721     $ 43,256,884     $ 360,961,401  

* AMTP Shares, liquidation preference

   $     $ 49,800,000     $     $  

** MFP Shares, liquidation preference

   $     $     $ 17,000,000     $  

*** VRDP Shares, liquidation preference

   $ 74,000,000     $     $     $ 128,000,000  

 

(1) 

As disclosed in Notes to Financial Statements.

 

See Notes to Financial Statements

 

44


Table of Contents

Statement of Operations

 

Year Ended May 31, 2025    NMT     NMS     NOM     NPV  

INVESTMENT INCOME

        

Interest

   $ 7,608,233     $ 5,428,174     $ 1,945,003     $ 16,188,647  

Total investment income

     7,608,233       5,428,174       1,945,003       16,188,647  

EXPENSES

        

Management fees

     1,116,482       744,050       273,306       2,182,252  

Shareholder servicing agent fees

     3,349       14,856       14,103       6,404  

Interest expense and amortization of offering costs

     2,973,511       2,118,754       797,397       6,108,309  

Trustees fees

     7,128       4,722       1,719       13,461  

Custodian expenses, net

     12,786       18,887       13,480       33,887  

Investor relations expenses

     22,182       16,109       6,803       47,602  

Professional fees

     65,210       50,524       137,763       80,395  

Shareholder reporting expenses

     21,940       18,112       16,157       25,506  

Stock exchange listing fees

     7,718       7,745       7,719       7,716  

Other

     39,856       35,163       41,386       57,392  

Total expenses

     4,270,162       3,028,922       1,309,833       8,562,924  

Net investment income (loss)

     3,338,071       2,399,252       635,170       7,625,723  

REALIZED AND UNREALIZED GAIN (LOSS)

        

Realized gain (loss) from:

        

 Investments

     (1,057,860     (557,758     (339,064     (1,374,674

Net realized gain (loss)

     (1,057,860     (557,758     (339,064     (1,374,674

Change in unrealized appreciation (depreciation) on:

        

 Investments

     (4,321,306     (2,096,118     (1,012,178     (10,078,054

Net change in unrealized appreciation (depreciation)

     (4,321,306     (2,096,118     (1,012,178     (10,078,054

Net realized and unrealized gain (loss)

       (5,379,166       (2,653,876       (1,351,242       (11,452,728

Net increase (decrease) in net assets applicable to common shares from operations

   $ (2,041,095   $ (254,624   $ (716,072   $ (3,827,005

 

See Notes to Financial Statements

 

45


Table of Contents

Statement of Changes in Net Assets

 

     NMT      NMS  
     

Year Ended

5/31/25

   

Year Ended

5/31/24

           

Year Ended

5/31/25

   

Year Ended

5/31/24

        

OPERATIONS

             

Net investment income (loss)

   $ 3,338,071     $ 2,908,901        $ 2,399,252     $ 2,342,513    

Net realized gain (loss)

     (1,057,860     (2,661,809        (557,758     (1,490,027  

Net change in unrealized appreciation (depreciation)

     (4,321,306     2,324,031                (2,096,118     991,029          

Net increase (decrease) in net assets applicable to common shares from operations

     (2,041,095     2,571,123              (254,624     1,843,515          

DISTRIBUTIONS TO COMMON SHAREHOLDERS

             

Dividends

     (3,597,042     (3,146,605        (2,528,385     (2,521,791  

Return of Capital

     (4,348,310     (382,762              (2,629,781     (337,016        

Total distributions

     (7,945,352     (3,529,367              (5,158,166     (2,858,807        

CAPITAL SHARE TRANSACTIONS

             

Common shares:

             

Proceeds from shelf offering, net of offering costs

                    3,099,266          

Reinvestments of distributions

     64,076                      158,548                

Net increase (decrease) applicable to common shares from capital share transactions

     64,076                      3,257,814                

Net increase (decrease) in net assets applicable to common shares

     (9,922,371     (958,244              (2,154,976     (1,015,292        

Net assets applicable to common shares at the beginning of period

     112,102,124       113,060,368                71,993,179       73,008,471          

Net assets applicable to common shares at the end of period

   $   102,179,753     $   112,102,124              $   69,838,203     $   71,993,179          

 

See Notes to Financial Statements

 

46


Table of Contents

 

     NOM      NPV  
     

Year Ended

5/31/25

   

Year Ended

5/31/24

           

Year Ended

5/31/25

   

Year Ended

5/31/24

        

OPERATIONS

             

Net investment income (loss)

   $ 635,170     $ 707,702        $ 7,625,723     $ 6,696,553    

Net realized gain (loss)

     (339,064     (189,446        (1,374,674     (773,176  

Net change in unrealized appreciation (depreciation)

     (1,012,178     334,007                (10,078,054     1,063,916          

Net increase (decrease) in net assets applicable to common shares from operations

     (716,072     852,263                (3,827,005     6,987,293          

DISTRIBUTIONS TO COMMON SHAREHOLDERS

             

Dividends

     (713,811     (800,145        (7,983,259     (7,268,770  

Return of Capital

     (1,189,913     (74,052              (7,650,746     (815,269        

Total distributions

     (1,903,724     (874,197              (15,634,005     (8,084,039        

CAPITAL SHARE TRANSACTIONS

             

Common shares:

             

Proceeds from shelf offering, net of offering costs

                    6,356,177          

Reinvestments of distributions

     8,593                      333,416                

Net increase (decrease) applicable to common shares from capital share transactions

     8,593                      6,689,593                

Net increase (decrease) in net assets applicable to common shares

     (2,611,203     (21,934              (12,771,417     (1,096,746        

Net assets applicable to common shares at the beginning of period

     26,908,028       26,929,962                218,034,462       219,131,208          

Net assets applicable to common shares at the end of period

   $   24,296,825     $   26,908,028              $   205,263,045     $   218,034,462          

 

See Notes to Financial Statements

 

47


Table of Contents

Statement of Cash Flows

 

Year Ended May 31, 2025    NMT     NMS     NOM     NPV  

CASH FLOWS FROM OPERATING ACTIVITIES

        

Net Increase (Decrease) in Net Assets Applicable to Common Shares from Operations

   $ (2,041,095   $ (254,624   $ (716,072   $ (3,827,005

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

     (33,210,781     (11,013,091     (8,743,368     (41,216,254

Proceeds from sale and maturities of investments

     33,143,724       10,211,671       10,957,041       40,839,416  

Proceeds from (Purchase of) short-term investments, net

     2,000,000                    

Amortization (Accretion) of premiums and discounts, net

     801,530       212,824       144,065       117,746  

Amortization of deferred offering costs

     9,749       4,909       18,097       15,173  

(Increase) Decrease in:

        

Receivable for interest

     9,044       9,326       51,578       24,734  

Receivable for investments sold

           (10,000     155,000       (442,187

Other assets

     2,717       (497     8,665       6,885  

Increase (Decrease) in:

        

Payable for interest

     40       26       (6,685     (38,714

Payable for investments purchased - when-issued/delayed-delivery settlement

     2,106,580             493,230       1,021,440  

Payable for management fees

     (5,002     (1,303     (1,895     (6,708

Accrued custodian fees

     (3,765     (1,131     (835     (5,793

Accrued investor relations fees

     2,852       2,024       116       5,813  

Accrued Trustees fees

     1,126       757       272       541  

Accrued professional fees

     873       1,069       1,457       (767

Accrued shareholder reporting expenses

     1,056       1,053       1,665       (1,422

Accrued shareholder servicing agent fees

     80       (777     (513     (692

Accrued other expenses

     574             340        

Net realized (gain) loss from investments

     1,057,860       557,758       339,064       1,374,674  

Net change in unrealized (appreciation) depreciation of investments

     4,321,306       2,096,118       1,012,178       10,078,054  

Net cash provided by (used in) operating activities

     8,198,468       1,816,112       3,713,400       7,944,934  

CASH FLOWS FROM FINANCING ACTIVITIES

        

Proceeds from borrowings

     3,057,293       2,180,327       78,286       3,556,491  

(Repayments) of borrowings

     (3,057,293     (2,180,327     (78,286     (3,556,491

Proceeds from floating rate obligations

                 600,000        

(Repayments of) floating rate obligations

                 (600,000      

(Repayments for) MFP Shares redeemed, at liquidation preference

                 (1,000,000      

Increase (Decrease) in:

        

Cash overdraft

           9,352       (441,385      

Cash distributions paid to common shareholders

     (7,620,970     (4,853,271     (1,832,209     (14,803,258

Proceeds from shelf offering

           3,027,807             6,239,984  

Net cash provided by (used in) financing activities

     (7,620,970     (1,816,112     (3,273,594     (8,563,274

Net increase (decrease) in cash

     577,498             439,806       (618,340

Cash at the beginning of period

     103,027                   1,574,285  

Cash at the end of period

   $ 680,525     $     $ 439,806     $ 955,945  
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION    NMT     NMS     NOM     NPV  

Cash paid for interest

   $    2,952,544     $    2,108,970     $      783,454     $    6,085,050  
Non-cash financing activities not included herein consists of reinvestments of common share distributions      64,076       158,548       8,593       333,416  

 

See Notes to Financial Statements

 

48


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  49


Table of Contents

Financial Highlights

 

The following data is for a common share outstanding for each fiscal year end unless otherwise noted:

 

                  Investment Operations               Less Distributions to
Common Shareholders
           Common Share
     

Common

Share

Net Asset

Value,

Beginning

of Period

    

Net

Investment

Income (NII)

(Loss)(a)

    

Net

Realized/

Unrealized

Gain (Loss)

     Total     

From

NII

   

    

From Net

Realized
Gains

     Return of
Capital
         Total    

Net Asset

Value,

End of

Period

    

Share

Price,

End of

Period

NMT                                                                                                     

5/31/25

   $ 12.02      $ 0.36        $(0.58)        $(0.22)      $ (0.38)          $—        $(0.47)        $ (0.85   $ 10.95      $12.09

5/31/24

     12.12        0.31        (0.03)        0.28        (0.34               (0.04)          (0.38     12.02      10.58

5/31/23

     12.91        0.37        (0.77)        (0.40)        (0.39                        (0.39     12.12      10.29

5/31/22

     15.36        0.51        (2.43)        (1.92)        (0.53                        (0.53     12.91      12.20
5/31/21      14.65        0.57        0.69        1.26        (0.55                                    (0.55     15.36      14.92
NMS                                                                                                     

5/31/25

     12.44        0.41        (0.44)        (0.03)        (0.43               (0.45)          (0.88     11.53      11.38

5/31/24

     12.62        0.40        (0.09)        0.31        (0.43               (0.06)          (0.49     12.44      10.80

5/31/23

     13.65        0.48        (1.00)        (0.52)        (0.51                        (0.51     12.62      11.04

5/31/22

     15.62        0.64        (1.98)        (1.34)        (0.63                        (0.63     13.65      15.45
5/31/21      14.81        0.66        0.76        1.42        (0.61                                    (0.61     15.62      16.24

 

(a)

Based on average shares outstanding.

(b)

Total Return Based on Common Share NAV is the combination of changes in common share NAV, reinvested dividend income at Common Share 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.

 

50


Table of Contents

 

           

Common Share Supplemental Data/

Ratios Applicable to Common Shares

Common Share

Total Returns

            Ratios to Average
Net Assets
      

Based

on

Net Asset

Value(b)

  

Based

on

Share

Price(b)

    

Net

Assets,

End of

Period (000)

     Expenses             

Net

Investment

Income

(Loss)(c)

    

Portfolio

Turnover

Rate

                                                 
(2.15)%      23.00%        $102,180        3.85%           3.01%      18%
2.33       6.63          112,102        4.04             2.58        22  
(3.07)        (12.60)         113,060        3.19                      3.02                 24  
(12.84)        (15.12)                  120,394                 1.60             3.45        18  
8.69                17.81          143,244        1.54             3.77        8  
                                                 
(0.51)        13.22          69,838        4.16             3.30        8  
2.56       2.41          71,993        4.30             3.25        29  
(3.79)        (25.51)         73,008        3.46             3.74        19  
         (8.87)        (0.84)         78,984        1.77             4.22        19  
9.74       24.89          90,310        1.71                   4.30        5  

 

(c)

• Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to preferred shares (as described in Notes to Financial Statements), where applicable.

• The expense ratios reflect, among other things, all interest expenses and other costs related to preferred shares (as described in Notes to Financial Statements) 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 Notes to Financial Statements), where applicable, as follows:

 

          

Ratios of Interest

Expense

to Average Net

Assets Applicable

to Common Shares

  NMT              
 

5/31/25

      2.68%
 

5/31/24

      2.88
 

5/31/23

      2.03
 

5/31/22

      0.54
 

5/31/21

            0.49
  NMS              
 

5/31/25

      2.91
 

5/31/24

      3.08
 

5/31/23

      2.22
 

5/31/22

      0.65
 

5/31/21

            0.60

 

See Notes to Financial Statements

 

51


Table of Contents

Financial Highlights (continuted)

 

The following data is for a common share outstanding for each fiscal year end unless otherwise noted:

 

                  Investment Operations               Less Distributions to
Common Shareholders
           Common Share
     

Common

Share

Net Asset

Value,

Beginning

of Period

    

Net

Investment

Income (NII)

(Loss)(a)

    

Net

Realized/

Unrealized

Gain (Loss)

     Total     

From

NII

   

    

From Net

Realized
Gains

     Return of
Capital
         Total    

Net Asset

Value,

End of

Period

    

Share

Price,

End of

Period

NOM                                                                                                     

5/31/25

   $ 11.45      $ 0.27        $(0.57)        $(0.30)      $ (0.30        $—        $(0.51)        $ (0.81   $ 10.34      $10.68

5/31/24

     11.46        0.30        0.06        0.36        (0.34               (0.03)          (0.37     11.45      9.95

5/31/23

     12.35        0.36        (0.87)        (0.51)        (0.38                        (0.38     11.46      9.86

5/31/22

     14.16        0.49        (1.78)        (1.29)        (0.52                        (0.52     12.35      12.46
5/31/21      13.64        0.55        0.48        1.03        (0.51                                    (0.51     14.16      14.70
NPV                                                                                                     

5/31/25

     12.16        0.42        (0.60)        (0.18)        (0.44               (0.42)          (0.86     11.12      11.14

5/31/24

     12.23        0.37        0.01        0.38        (0.40               (0.05)          (0.45     12.16      10.54

5/31/23

     13.25        0.45        (0.97)        (0.52)        (0.50                        (0.50     12.23      10.86

5/31/22

     15.48        0.59        (2.24)        (1.65)        (0.58                        (0.58     13.25      12.77
5/31/21      14.51        0.61        0.94        1.55        (0.58                                    (0.58     15.48      16.13

 

(a)

Based on average shares outstanding.

(b)

Total Return Based on Common Share NAV is the combination of changes in common share NAV, reinvested dividend income at Common Share 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.

 

52


Table of Contents

 

           

Common Share Supplemental Data/

Ratios Applicable to Common Shares

Common Share

Total Returns

            Ratios to Average
Net Assets
      

Based

on

Net Asset

Value(b)

  

Based

on

Share

Price(b)

    

Net

Assets,

End of

Period (000)

     Expenses             

Net

Investment

Income

(Loss)(c)

    

Portfolio

Turnover

Rate

                                                 
(2.98)%               15.71%        $24,297        4.93%           2.39%      20%
3.20       4.79          26,908        4.60             2.63        17  
(4.13)        (18.12)          26,930                 3.71                      3.12                 25  
(9.35)        (11.98)          29,004        2.03             3.61        25  
7.66       4.69          33,225        1.93             3.95        13  
                                                 
(1.82)        13.60                   205,263        3.90             3.47        11  
3.18       1.30          218,034        4.16             3.07        13  
         (3.94)        (11.31)          219,131        3.28             3.64        29  
(10.89)        (17.67)          237,483        1.64             3.97        18  
10.80       25.01          277,004        1.58                   3.99        7  

 

(c)

• Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to preferred shares (as described in Notes to Financial Statements), where applicable.

 

• The expense ratios reflect, among other things, all interest expenses and other costs related to preferred shares (as described in Notes to Financial Statements) 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 Notes to Financial Statements), where applicable, as follows:

 

          

Ratios of Interest

Expense

to Average Net

Assets Applicable

to Common Shares

 
 

NOM

        
 

5/31/25

     3.00%  
 

5/31/24

     3.14  
 

5/31/23

     2.25  
 

5/31/22

     0.69  
 

5/31/21

     0.63  
 

NPV

        
 

5/31/25

     2.78  
 

5/31/24

     3.05  
 

5/31/23

     2.16  
 

5/31/22

     0.63  
 

5/31/21

     0.58  

 

See Notes to Financial Statements.

 

53


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Financial Highlights (continued)

 

The following table sets forth information regarding each Fund’s outstanding senior securities as of the end of each of the Fund’s last five fiscal periods, as applicable.

 

     AMTP Shares      MFP Shares      VRDP Shares  
     

Aggregate
Amount
Outstanding

(000)(a)

    

Asset
Coverage

Per

$100,000

Share(b)

    

Aggregate
Amount
Outstanding

(000)(a)

    

Asset
Coverage

Per

$100,000

Share(b)

    

Aggregate
Amount
Outstanding

(000)(a)

    

Asset
Coverage

Per

$100,000

Share(b)

 

NMT

                                                     

5/31/25

     $—        $—        $—        $—        $74,000        $238,081  

5/31/24

                                 74,000        251,489  

5/31/23

                                 74,000        252,784  

5/31/22

                                 74,000        262,694  

5/31/21

                                 74,000        293,573  

NMS

                                                     

5/31/25

     49,800        240,237                              

5/31/24

     49,800        244,565                              

5/31/23

     49,800        246,603                              

5/31/22

     52,800        249,590                              

5/31/21

     52,800        271,041                              

NOM

                                                     

5/31/25

                   17,000        242,922                

5/31/24

                   18,000        249,489                

5/31/23

                   18,000        249,611                

5/31/22

                   18,000        261,134                

5/31/21

                   18,000        284,581                

NPV

                                                     

5/31/25

                                 128,000        260,362  

5/31/24

                                 128,000        270,339  

5/31/23

                                 128,000        271,196  

5/31/22

                                 128,000        285,533  

5/31/21

                                 128,000        316,409  

 

(a)

Aggregate Amount Outstanding: Aggregate amount outstanding represents the liquidation preference as of the end of the relevant fiscal year.

(b)

Asset Coverage Per $100,000: Asset coverage per $100,000 is calculated by subtracting the Fund’s liabilities and indebtedness not represented by senior securities from the Fund’s total assets, dividing the result by the aggregate amount of the Fund’s senior securities representing indebtedness then outstanding (if applicable,) plus the aggregate of the involuntary liquidation preference of the outstanding preferred shares, if applicable, and multiplying the result by 100,000. For purpose of asset coverage above, senior securities consist of preferred shares or borrowings of a Fund and does not include derivative transactions and other investments that have the economic effect of leverage such as reverse repurchase agreements and tender option bonds. If the leverage effects of such investments were included, the asset coverage amounts presented would be lower.

 

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Notes to Financial Statements

 

1.

General Information

Fund Information: The state funds covered in this report and their corresponding New York Stock Exchange (“NYSE”) symbols are as follows (each a “Fund” and collectively, the “Funds”):

• Nuveen Massachusetts Quality Municipal Income Fund (NMT)

• Nuveen Minnesota Quality Municipal Income Fund (NMS)

• Nuveen Missouri Quality Municipal Income Fund (NOM)

• Nuveen Virginia Quality Municipal Income Fund (NPV)

The Funds are registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as closed-end management investment companies. NMT and NPV were organized as Massachusetts business trusts on January 12, 1993. NMS and NOM were organized as Massachusetts business trusts on April 28, 2014 and March 29, 1993, respectively.

Current Fiscal Period: The end of the reporting period for the Funds is May 31, 2025, and the period covered by these Notes to Financial Statements is the fiscal year ended May 31, 2025 (the “current fiscal period”).

Investment Adviser and Sub-Adviser: The Fund’s investment adviser is Nuveen Fund Advisors, LLC (the “Adviser”), a subsidiary of Nuveen, LLC (“Nuveen”). Nuveen is the investment management arm of Teachers Insurance and Annuity Association of America (TIAA). The Adviser has overall responsibility for management of the Funds, oversees the management of the Funds’ portfolios, manages the Funds’ business affairs and provides certain clerical, bookkeeping and other administrative services, and, if necessary, asset allocation decisions. The Adviser has entered into sub-advisory agreements with Nuveen Asset Management, LLC (the “Sub-Adviser”), a subsidiary of the Adviser, under which the Sub-Adviser manages the investment portfolio of the Funds.

 

2.

Significant Accounting Policies

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require the use of estimates made by management and the evaluation of subsequent events. Actual results may differ from those estimates. Each Fund is an investment company and follows accounting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 946, Financial Services — Investment Companies. The NAV for financial reporting purposes may differ from the NAV for processing security and shareholder transactions. The NAV for financial reporting purposes includes security and common share transactions through the date of the report. Total return is computed based on the NAV used for processing security and common share transactions. The following is a summary of the significant accounting policies consistently followed by the Funds.

Compensation: The Funds pay no compensation directly to those of its 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.

Custodian Fee Credit: As an alternative to overnight investments, each Fund has an arrangement with its custodian bank, State Street Bank and Trust Company, (the “Custodian”) whereby certain custodian fees and expenses are reduced by net credits earned on each Fund’s cash on deposit with the bank. Credits for cash balances may be offset by charges for any days on which a Fund overdraws its account at the Custodian. The amount of custodian fee credit earned by a Fund is recognized on the Statement of Operations as a component of “Custodian expenses, net.” During the current reporting period, the custodian fee credit earned by each Fund was as follows:

 

Fund

 

  

Gross
Custodian Fee

Credits

 

 

NMT

   $ 12,392  

NMS

     6,977  

NOM

     3,342  

NPV

     12,773  

Distributions to Common Shareholders: Distributions to common shareholders are recorded on the ex-dividend date. The amount, character and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.

The Funds’ distribution policy, which may be changed by the Board, is to make regular monthly cash distributions to holders of their common shares (stated in terms of a fixed cents per common share dividend distributions rate which may be set from time to time). Each Fund intends to distribute all or substantially all of its net investment income each year through its regular monthly distribution and to distribute realized capital gains at least annually. In addition, in any monthly period, to maintain its declared per common share distribution amount, a Fund may distribute more or less than

 

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Notes to Financial Statements (continued)

 

its net investment income during the period. In the event a Fund distributes more than its net investment income during any yearly period, such distributions may also include realized gains and/or a return of capital. To the extent that a distribution includes a return of capital the NAV per share may erode.

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 expects the risk of loss to be remote.

Investments and Investment Income: Securities transactions are accounted for as of the trade date for financial reporting purposes. Realized gains and losses on securities transactions are based upon the specific identification method. Investment income is comprised of interest income, which is recorded on an accrual basis and includes accretion of discounts and amortization of premiums for financial reporting purposes. Investment income also reflects payment-in-kind (“PIK”) interest and paydown gains and losses, if any. PIK interest represents income received in the form of securities in lieu of cash. Investment income also reflects dividend income, which is recorded on the ex-dividend date.

Netting Agreements: In the ordinary course of business, the Funds may enter into transactions subject to enforceable International Swaps and Derivatives Association, Inc. (ISDA) master agreements or other similar arrangements (“netting agreements”). Generally, the right to offset in netting agreements allows each Fund to offset certain securities and derivatives with a specific counterparty, when applicable, as well as any collateral received or delivered to that counterparty based on the terms of the agreements. Generally, each Fund manages its cash collateral and securities collateral on a counterparty basis. With respect to certain counterparties, in accordance with the terms of the netting agreements, collateral posted to the Funds is held in a segregated account by the Funds’ custodian and/or with respect to those amounts which can be sold or repledged, are presented in the Funds’ Portfolio of Investments or Statement of Assets and Liabilities.

The Funds’ investments subject to netting agreements as of the end of the reporting period, if any, are further described later in these Notes to Financial Statements.

Segment Reporting: In November 2023, the FASB issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 also requires a public entity that has a single reportable segment to provide all the disclosures required by the amendments in ASU 2023-07 and all existing segment disclosures in Topic 280. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Funds adopted ASU 2023-07 during the current reporting period. Adoption of the new standard impacted financial statement disclosures only and did not affect the Funds’ financial positions or the results of their operations.

The officers of the Funds act as the chief operating decision maker (“CODM”). Each Fund represents a single operating segment. The CODM monitors the operating results of each Fund as a whole and is responsible for each Fund’s long-term strategic asset allocation in accordance with the terms of its prospectus, based on a defined investment strategy which is executed by the Fund’s portfolio managers as a team. The financial information in the form of the Fund’s portfolio composition, total returns, expense ratios and changes in net assets (i.e., changes in net assets resulting from operations, subscriptions and redemptions), which are used by the CODM to assess the segment’s performance versus the Fund’s comparative benchmarks and to make resource allocation decisions for the Fund’s single segment, is consistent with that presented within the Fund’s financial statements. Segment assets are reflected on the Statement of Assets and Liabilities as “total assets” and significant segment revenues and expenses are listed on the Statement of Operations.

New Accounting Pronouncement: In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) Improvements to Income tax disclosures (“ASU 2023-09”). The primary purpose of the amendments within ASU 2023-09 is to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation table and income taxes paid information. The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Management is currently evaluating the implications of these changes on the financial statements.

 

3.

Investment Valuation and Fair Value Measurements

The Funds’ investments in securities are recorded at their estimated fair value utilizing valuation methods approved by the Adviser, subject to oversight of the Board. Fair value is defined as the price that would be received upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment. U.S. GAAP establishes the three-tier hierarchy which is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect management’s assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The following is a summary of the three-tiered hierarchy of valuation input levels.

Level 1 – Inputs are unadjusted and prices are determined using quoted prices in active markets for identical securities.

Level 2 – Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, credit spreads, etc.).

Level 3 – Prices are determined using significant unobservable inputs (including management’s assumptions in determining the fair value of investments).

 

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A description of the valuation techniques applied to the Funds’ major classifications of assets and liabilities measured at fair value follows:

Prices of fixed-income securities are generally provided by pricing services approved by the Adviser, which is subject to review by the Adviser and oversight of the Board. Pricing services establish a security’s fair value using methods that may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. In pricing certain securities, particularly less liquid and lower quality securities, pricing services may consider information about a security, its issuer or market activity provided by the Adviser. These securities are generally classified as Level 2.

For any portfolio security or derivative for which market quotations are not readily available or for which the Adviser deems the valuations derived using the valuation procedures described above not to reflect fair value, the Adviser will determine a fair value in good faith using alternative procedures approved by the Adviser, subject to the oversight of the Board. As a general principle, the fair value of a security is the amount that the owner might reasonably expect to receive for it in a current sale. A variety of factors may be considered in determining the fair value of such securities, which may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. To the extent the inputs are observable and timely, the values would be classified as Level 2; otherwise they would be classified as Level 3.

The following table summarizes the market value of the Funds’ investments as of the end of the reporting period, based on the inputs used to value them:

 

NMT    Level 1      Level 2      Level 3      Total  

 

 
Long-Term Investments:            

Municipal Bonds

   $        –      $    175,443,694      $    –      $    175,443,694  

 

 
Total    $      $ 175,443,694      $      $ 175,443,694  

 

 
NMS    Level 1      Level 2      Level 3      Total  

 

 
Long-Term Investments:            

Municipal Bonds

   $      $ 118,387,712      $      $ 118,387,712  

 

 
Total    $      $ 118,387,712      $      $ 118,387,712  

 

 
NOM    Level 1      Level 2      Level 3      Total  

 

 
Long-Term Investments:            

Municipal Bonds

   $      $ 41,427,990      $      $ 41,427,990  

 

 
Total    $      $ 41,427,990      $      $ 41,427,990  

 

 
NPV    Level 1      Level 2      Level 3      Total  

 

 
Long-Term Investments:            

Municipal Bonds

   $      $ 347,801,220      $      $ 347,801,220  

 

 
Total    $      $ 347,801,220      $      $ 347,801,220  

 

 

The Funds hold liabilities in floating rate obligations and preferred shares, where applicable, which are not reflected in the tables above. The fair values of the Funds’ liabilities for floating rate obligations approximate their liquidation values. Floating rate obligations are generally classified as Level 2 and further described later in these Notes to Financial Statements. The fair values of the Funds’ liabilities for preferred shares approximate their liquidation preference. Preferred shares are generally classified as Level 2 and further described later in these Notes to Financial Statements.

 

4.

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 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.

 

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Notes to Financial Statements (continued)

 

The Inverse Floater held by a Fund gives the Fund the right to (a) cause the holders of the Floaters to tender their certificates at par (or slightly more than par in certain circumstances), and (b) have the trustee of the TOB Trust (the “Trustee”) transfer the Underlying Bond held by the TOB Trust to the Fund, thereby collapsing the TOB Trust.

The Fund may acquire an Inverse Floater in a transaction where it (a) transfers an Underlying Bond that it owns to a TOB Trust created by a third party or (b) transfers an Underlying Bond that it owns, or that it has purchased in a secondary market transaction for the purpose of creating an Inverse Floater, to a TOB Trust created at its direction, and in return receives the Inverse Floater of the TOB Trust (referred to as a “self-deposited Inverse Floater”). A Fund may also purchase an Inverse Floater in a secondary market transaction from a third party creator of the TOB Trust without first owning the Underlying Bond (referred to as an “externally-deposited Inverse Floater”).

An investment in a self-deposited Inverse Floater is accounted for as a “financing” transaction (i.e., a secured borrowing). For a self-deposited Inverse Floater, the Underlying Bond deposited into the TOB Trust is identified in the Fund’s Portfolio of Investments as “(UB) – Underlying bond of an inverse floating rate trust reflected as a financing transaction,” with the Fund recognizing as liabilities, labeled “Floating rate obligations” on the Statement of Assets and Liabilities, (a) the liquidation value of Floaters issued by the TOB Trust, and (b) the amount of any borrowings by the TOB Trust from a Liquidity Provider to enable the TOB Trust to purchase outstanding Floaters in lieu of a remarketing. In addition, the Fund recognizes in “Investment Income” the entire earnings of the Underlying Bond, and recognizes (a) the interest paid to the holders of the Floaters or on the TOB Trust’s borrowings, and (b) other expenses related to remarketing, administration, trustee, liquidity and other services to a TOB Trust, as a component of “Interest expense and amortization of offering costs” on the Statement of Operations. Earnings due from the Underlying Bond and interest due to the holders of the Floaters as of the end of the reporting period are recognized as components of “Receivable for interest” and “Payable for interest” on the Statement of Assets and Liabilities, respectively.

In contrast, an investment in an externally-deposited Inverse Floater is accounted for as a purchase of the Inverse Floater and is identified in the Fund’s Portfolio of Investments as “(IF) – Inverse floating rate investment.” For an externally-deposited Inverse Floater, a Fund’s Statement of Assets and Liabilities recognizes the Inverse Floater and not the Underlying Bond as an asset, and the Fund does not recognize the Floaters, or any related borrowings from a Liquidity Provider, as a liability. Additionally, the Fund reflects in “Investment Income” only the net amount of earnings on the Inverse Floater (net of the interest paid to the holders of the Floaters or the Liquidity Provider as lender, and the expenses of the Trust), and does not show the amount of that interest paid or the expenses of the TOB Trust as described above as interest expense on the Statement of Operations.

Fees paid upon the creation of a TOB Trust for self-deposited Inverse Floaters and externally-deposited Inverse Floaters are recognized as part of the cost basis of the Inverse Floater and are capitalized over the term of the TOB Trust.

As of the end of the reporting period, the aggregate value of Floaters issued by each Fund’s TOB Trust for self-deposited Inverse Floaters and externally-deposited Inverse Floaters was as follows:

 

Fund    Floating Rate
   Obligations: Self-
Deposited
Inverse Floaters
     Floating Rate
Obligations:
  Externally-Deposited
Inverse Floaters
     Total  

 

 

NMT

   $      $        —      $  

NMS

                    

NOM

     600,000               600,000  

NPV

     18,950,000               18,950,000  

 

 

During the current fiscal period, the average amount of Floaters (including any borrowings from a Liquidity Provider) outstanding, and the average annual interest rates and fees related to self-deposited Inverse Floaters, were as follows:

 

Fund   

   Average Floating

Rate Obligations

Outstanding

    

   Average Annual
Interest Rate

And Fees

 

 

 

NMT

   $        —%  

NMS

             

NOM

     580,274        3.45  

NPV

     18,950,000        3.63  

 

 

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.

 

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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 (sometimes referred to as “shortfall payments”). 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, the Funds maximum exposure to the Floaters issued by Recourse Trusts for self-deposited Inverse Floaters and externally-deposited Inverse Floaters was as follows:

 

Fund   

  Maximum Exposure

to Recourse Trusts:

Self-Deposited

Inverse Floaters

    

Maximum Exposure

to Recourse Trusts:

  Externally-Deposited

Inverse Floaters

     Total  

 

 

NMT

   $      $      $  

NMS

                    

NOM

     600,000               600,000  

NPV

     18,950,000               18,950,000  

 

 

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.

Purchases and sales: Long-term purchases and sales during the current fiscal period were as follows:

 

Fund    Non-U.S.
  Government
Purchases
    

Non-U.S.
  Government Sales

and Maturities

 

 

 

NMT

   $ 33,210,781      $ 33,143,724  

NMS

     11,013,091        10,211,671  

NOM

     8,743,368        10,957,041  

NPV

     41,216,254        40,839,416  

 

 

The Funds may purchase securities on a when-issued or delayed-delivery basis. Securities purchased on a when-issued or delayed-delivery basis may have extended settlement periods; interest income is not accrued until settlement date. Any securities so purchased are subject to market fluctuation during this period. If a Fund has outstanding when-issued/delayed-delivery purchases commitments as of the end of the reporting period, such amounts are recognized on the Statement of Assets and Liabilities.

 

5.

Derivative Investments

Each Fund is authorized to invest in certain derivative instruments. As defined by U.S. GAAP, a derivative is a financial instrument whose value is derived from an underlying security price, foreign exchange rate, interest rate, index of prices or rates, or other variables. Investments in derivatives as of the end of and/or during the current fiscal period, if any, are included within the Statement of Assets and Liabilities and the Statement of Operations, respectively.

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,

 

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Table of Contents

Notes to Financial Statements (continued)

 

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.

 

6.

Fund Shares

Common Shares Equity Shelf Programs and Offering Costs: The following Funds have filed a registration statement with the Securities and Exchange Commission (“SEC”) authorizing each Fund to issue additional common shares through one or more equity shelf programs (“Shelf Offering”), which became effective with the SEC during the current fiscal period.

Under this Shelf Offering, the Funds, subject to market conditions, may raise additional equity capital by issuing additional common shares from time to time in varying amounts and by different offering methods at a net price at or above each Fund’s NAV per common share. In the event the Fund’s Shelf Offering registration statement is no longer current, the Fund may not issue additional common shares until a post-effective amendment to the registration statement has been filed with the SEC.

Maximum aggregate offering, common shares sold and offering proceeds, net of offering costs under each Fund’s Shelf Offering during the Funds’ current and prior fiscal period were as follows:

 

     NMS    NPV
      Year Ended
5/31/25
    Year Ended
5/31/24
   Year Ended
5/31/25
    Year Ended
5/31/24
Maximum aggregate offering      600,000        1,800,000  
Common shares sold      259,331          509,702    
Offering proceeds, net of offering costs      $3,099,266     $–      $6,356,177     $–

* Represents additional authorized common shares for the period November 22, 2024 through May 31, 2025.

Costs incurred by the Funds in connection with their initial shelf registrations are recorded as a prepaid expense and recognized as “Deferred offering costs” on the Statement of Assets and Liabilities. These costs are amortized pro rata as common shares are sold and are recognized as a component of “Proceeds from shelf offering, net of offering costs” on the Statement of Changes in Net Assets. Any deferred offering costs remaining after the effectiveness of the initial shelf registration will be expensed. Costs incurred by the Funds to keep the shelf registration current are expensed as incurred and recognized as a component of “Other expenses” on the Statement of Operations.

Common Share Transactions: Transactions in common shares for the Funds during the Funds’ current and prior fiscal period, where applicable, were as follows:

 

     NMT      NMS  
      Year Ended
5/31/25
       Year Ended
5/31/24
     Year Ended
5/31/25
       Year Ended
5/31/24
 
Common Shares:                

Sold through shelf offering

                     259,331           

Issued to shareholders due to reinvestment of distributions

     5,564                 12,714           
Total      5,564                 272,045           
Weighted average common share:                

Premium to NAV per shelf offering common share sold

     –%          –%        1.28%          –%  

 

     NOM      NPV  
      Year Ended
5/31/25
       Year Ended
5/31/24
     Year Ended
5/31/25
       Year Ended
5/31/24
 
Common Shares:                

Sold through shelf offering

                     509,702           

Issued to shareholders due to reinvestment of distributions

     760                 27,153           
Total      760                 536,855           
Weighted average common share:                

Premium to NAV per shelf offering common share sold

     –%          –%        4.85%          –%  

 

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Preferred Shares

Adjustable Rate MuniFund Term Preferred Shares: NMS has issued and has outstanding Adjustable Rate MuniFund Term Preferred (“AMTP”) Shares, with a $100,000 liquidation preference per share. AMTP Shares are issued via private placement and are not publicly available.

The details of the Fund’s AMTP Shares outstanding as of the end of the reporting period, were as follows:

 

Fund    Series      Shares
Outstanding
     Liquidation
Preference
    

Liquidation
Preference,

net of
deferred

offering costs

NMS    2028      498      $49,800,000      $49,782,788

The Fund is obligated to redeem its AMTP Shares by the date as specified in its offering document (“Term Redemption Date”), unless earlier redeemed by the Fund. AMTP Shares are subject to optional and mandatory redemption in certain circumstances. The AMTP Shares may be redeemed at the option of the Fund, subject to payment of premium for approximately six months following the date of issuance (“Premium Expiration Date”), and at the redemption price per share thereafter. The redemption price per share is equal to the sum of the liquidation preference per share plus any accumulated but unpaid dividends.

AMTP Shares are short-term or short/intermediate-term instruments that pay a variable dividend rate tied to a short-term index, plus an additional fixed “spread” amount which is initially established at the time of issuance and may be adjusted in the future based upon a mutual agreement between the majority owner and the Fund. From time-to-time the majority owner may propose to the Fund an adjustment to the dividend rate. Should the majority owner and the Fund fail to agree upon an adjusted dividend rate, and such proposed dividend rate adjustment is not withdrawn, the Fund will be required to redeem all outstanding shares upon the end of a notice period.

In addition, the Fund may be obligated to redeem a certain amount of the AMTP Shares if the Fund fails to maintain certain asset coverage and leverage ratio requirements and such failures are not cured by the applicable cure date. The Term Redemption Date and Premium Expiration Date for the Fund’s AMTP Shares are as follows:

 

Fund    Notice Period      Series    Term
Redemption Date
     Premium
Expiration Date
NMS    360—day      2028    December 1, 2028*      November 30, 2019

* Subject to early termination by either the Fund or the holder.

The average liquidation preference of AMTP Shares outstanding and annualized dividend rate for the Fund during the current fiscal period were as follows:

 

Fund   

Average

Liquidation

Preference of

AMTP

Shares

Outstanding

   Annualized
Dividend Rate
NMS    $49,800,000    4.23%

AMTP Shares are subject to restrictions on transfer, generally do not trade, and market quotations are generally not available. The fair value of AMTP Shares is expected to be approximately their liquidation preference so long as the fixed “spread” on the AMTP Shares remains roughly in line with the “spread” being demanded by investors on instruments having similar terms in the current market environment. In present market conditions, the Fund’s Adviser has determined that the fair value of AMTP Shares is approximately their liquidation preference, but their fair value could vary if market conditions change materially. For financial reporting purposes, the liquidation preference of AMTP Shares is a liability and is recognized as a component of “AMTP Shares, Net” on the Statement of Assets and Liabilities.

AMTP Share dividends are treated as interest payments for financial reporting purposes. Unpaid dividends on AMTP Shares are recognized as a component of “Payable for interest” on the Statement of Assets and Liabilities. Dividends accrued on AMTP Shares are recognized as a component of “Interest expense and amortization of offering costs” on the Statement of Operations.

Costs incurred in connection with the Fund’s offering of AMTP Shares were recorded as deferred charges, which are amortized over the life of the shares and are recognized as components of “AMTP Shares, Net” on the Statement of Assets and Liabilities and “Interest expense and amortization of offering costs” on the Statement of Operations.

MuniFund Preferred Shares: NOM has issued and have outstanding MuniFund Preferred (“MFP”) Shares, with a $100,000 liquidation preference per share. These MFP Shares were issued via private placement and are not publicly available.

 

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Notes to Financial Statements (continued)

 

The Fund is obligated to redeem their MFP Shares by the date as specified in its offering documents (“Term Redemption Date”), unless earlier redeemed by the Fund. MFP Shares are initially issued in a pre-specified mode, however, MFP Shares can be subsequently designated as an alternative mode at a later date at the discretion of the Fund. The modes within MFP Shares detail the dividend mechanics and are described as follows. At a subsequent date, the Fund may establish additional mode structures with the MFP Share.

• Variable Rate Remarketed Mode (“VRRM”) – Dividends for MFP Shares within this mode will be established by a remarketing agent; therefore, market value of the MFP Shares is expected to approximate its liquidation preference. Shareholders have the ability to request a best-efforts tender of its shares upon seven days notice. If the remarketing agent is unable to identify an alternative purchaser, the shares will be retained by the shareholder requesting tender and the subsequent dividend rate will increase to its step-up dividend rate. If after one consecutive year of unsuccessful remarketing attempts, the Fund will be required to designate an alternative mode or redeem the shares.

The Fund will pay a remarketing fee on the aggregate principal amount of all MFP Shares while designated in VRRM. Payments made by the Fund to the remarketing agent are recognized as “Remarketing fees” on the Statement of Operations.

• Variable Rate Mode (“VRM”) – Dividends for MFP Shares designated in this mode are based upon a short-term index plus an additional fixed “spread” amount established at the time of issuance or renewal / conversion of its mode. At the end of the period of the mode, the Fund will be required to either extend the term of the mode, designate an alternative mode or redeem the MFP Shares.

The fair value of MFP Shares while in VRM are expected to approximate their liquidation preference so long as the fixed “spread” on the shares remains roughly in line with the “spread” being demanded by investors on instruments having similar terms in the current market. During the current reporting period, the Adviser has determined that the fair value of the shares approximated their liquidation preference.

• Variable Rate Demand Mode (“VRDM”) – Dividends for MFP Shares designated in this mode will be established by a remarketing agent; therefore, the market value of the MFP Shares is expected to approximate its liquidation preference. While in this mode, shares will have an unconditional liquidity feature that enable its shareholders to require a liquidity provider, which the Fund has entered into a contractual agreement, to purchase shares in the event that the shares are not able to be successfully remarketed. In the event that shares within this mode are unable to be successfully remarketed and are purchased by the liquidity provider, the dividend rate will be the maximum rate which is designed to escalate according to a specified schedule in order to enhance the remarketing agent’s ability to successfully remarket the shares. The Fund is required to redeem any shares that are still owned by a liquidity provider after six months of continuous, unsuccessful remarketing.

The Fund will pay a liquidity and remarketing fee on the aggregate principal amount of all MFP shares while within VRDM. Payments made by the Fund to the liquidity provider and remarketing agent are recognized as “Liquidity fees” and “Remarketing fees”, respectively, on the Statement Operations.

For financial reporting purposes, the liquidation preference of MFP Shares is recorded as a liability and is recognized as a component of “MFP Shares, Net” on the Statement of Assets and Liabilities. Dividends on the MFP shares are treated as interest payments for financial reporting purposes. Unpaid dividends on MFP shares are recognized as a component on “Payable for interest” on the Statement of Assets and Liabilities. Dividends accrued on MFP Shares are recognized as a component of “Interest expense and amortization of offering costs” on the Statement of Operations.

Subject to certain conditions, MFP Shares may be redeemed, in whole or in part, at any time at the option of the Fund. The Fund may also be required to redeem certain MFP Shares if the Fund fails to maintain certain asset coverage requirements and such failures are not cured by the applicable cure date. The redemption price per share in all circumstances is equal to the liquidation preference per share plus any accumulated but unpaid dividends.

Costs incurred in connection with the Fund’s offering of MFP Shares were recorded as a deferred charge and are being amortized over the life of the shares. These offering costs are recognized as a component of “MFP Shares, Net” on the Statement of Assets and Liabilities and “Interest expense and amortization of offering costs” on the Statement of Operations.

As of the end of the reporting period, details of the Fund’s MFP Shares outstanding were as follows:

 

Fund    Series      Shares
Outstanding
     Liquidation
Preference
    

Liquidation
Preference, net of
deferred offering

costs

     Term
Redemption Date
          Mode     Mode
Termination Date
NOM      A        170      $ 17,000,000        $16,829,603        October 1, 2047        VRM     October 1, 2047

The average liquidation preference of MFP Shares outstanding and annualized dividend rate for the Fund during the current fiscal period were as follows:

 

Fund   

Average

Liquidation

Preference of MFP

Shares

Outstanding

     Annualized
 Dividend Rate
NOM    $   17,873,973      4.23%

 

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Variable Rate Demand Preferred Shares: The following Funds have issued and have outstanding Variable Rate Demand Preferred (“VRDP”) Shares, with a $100,000 liquidation preference per share. VRDP Shares are issued via private placement and are not publicly available.

As of the end of the reporting period, details of the Funds’ VRDP Shares outstanding were as follows:

 

Fund    Series      Shares
Outstanding
    

Remarketing

Fees*

     Liquidation
Preference
    

Liquidation

Preference,

net of deferred
offering costs

    

Special Rate Period

Expiration

     Maturity  
NMT      1        740        N/A**        $74,000,000        $73,787,816        March 1, 2047***        March 1, 2047  
NPV      1        1,280        N/A**        $128,000,000        $127,724,106        July 15, 2026        August 3, 2043  

 

*

Remarketing fees as a percentage of the aggregate principal amount of all VRDP Shares outstanding for each series.

**

Not applicable. Series is considered to be Special Rate VRDP and therefore does not pay a remarketing fee.

***

Subject to earlier termination by either the Fund or the holder.

VRDP Shares include a liquidity feature that allows VRDP shareholders to have their shares purchased by a liquidity provider with whom each Fund has contracted in the event that VRDP Shares are not able to be successfully remarketed. Each Fund is required to redeem any VRDP Shares that are still owned by the liquidity provider after six months of continuous, unsuccessful remarketing. Each Fund pays an annual remarketing fee on the aggregate principal amount of all VRDP Shares outstanding. Each Fund’s VRDP Shares have successfully remarketed since issuance.

Each Fund’s Series 1 VRDP Shares are considered to be Special Rate VRDP, which are sold to institutional investors. During the special rate period, the VRDP Shares will not be remarketed by a remarketing agent, be subject to optional or mandatory tender events, or be supported by a liquidity provider and are not subject to remarketing fees or liquidity fees. During the special rate period, VRDP dividends will be set monthly as a floating rate based on the predetermined formula. Following the initial special rate period, Special Rate Period VRDP Shares may transition to traditional VRDP Shares with dividends set at weekly remarketings, and be supported by designated liquidity provider, or the Board may approve a subsequent special rate period. The fair value of Special Rate VRDP Shares is expected to approximate their liquidation preference so long as the fixed “spread” on the shares remains roughly in line with the “spread” being demanded by investors on instruments having similar terms in the current market. During the current reporting period, the Adviser has determined that the fair value of the shares approximated their liquidation preference.

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 each Fund. Each Fund may also redeem certain of the VRDP Shares if the Fund fails to maintain certain asset coverage requirements and such failures are not cured by the applicable cure date. The redemption price per share is equal to the sum of the liquidation preference per share plus any accumulated but unpaid dividends.

The average liquidation preference of VRDP Shares outstanding and annualized dividend rate for each Fund during the current fiscal period were as follows:

 

Fund   

Average

Liquidation

Preference of

VRDP

Shares

Outstanding

   Annualized
Dividend Rate

NMT

   $   74,000,000    3.99%

NPV

   128,000,000    4.18

For financial reporting purposes, the liquidation preference of VRDP Shares is a liability and is recognized as a component of “VRDP Shares, Net” on the Statement of Assets and Liabilities. Unpaid dividends on VRDP Shares are recognized as a component of “Payable for interest” 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 Funds in connection with their offerings of VRDP Shares were recorded as a deferred charge, which are being amortized over the life of the shares and are recognized as a component of “VRDP Shares, Net” 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, each Fund also pays a per annum liquidity fee to the liquidity provider, as well as a remarketing fee, which are recognized as “Liquidity fees” and “Remarketing fees,” respectively, on the Statement of Operations.

Preferred Share Transactions: Transactions in preferred shares during the Funds’ current and prior fiscal period, where applicable, are noted in the following table.

 

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Notes to Financial Statements (continued)

 

$                            $                           
    

Year Ended

May 31, 2025

NOM    Series        Shares        Amount
MFP Shares redeemed      A          (10)        (1,000,000)

 

7.

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 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.

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.

Each Fund files income tax returns in U.S. federal and applicable state and local jurisdictions. A Fund’s federal income tax returns are generally subject to examination for a period of three fiscal years after being filed. State and local tax returns may be subject to examination for an additional period of time depending on the jurisdiction. Management has analyzed each Fund’s tax positions taken for all open tax years and has concluded that no provision for income tax is required in the Fund’s financial statements.

Differences between amounts for financial statement and federal income tax purposes are primarily due to timing differences in recognizing gains and losses on investment transactions. Temporary differences do not require reclassification. As of year end, permanent differences that resulted in reclassifications among the components of net assets relate primarily to nondeductible expenses, taxable market discount, and taxes paid. Temporary and permanent differences have no impact on a Fund’s net assets.

As of year end, the aggregate cost and the net unrealized appreciation/(depreciation) of all investments for federal income tax purposes were as follows:

 

Fund    Tax Cost      Gross Unrealized
Appreciation
     Gross Unrealized
(Depreciation)
   

Net

Unrealized

Appreciation
(Depreciation)

 
NMT    $    181,735,448      $     704,242      $    (6,995,996   $     (6,291,754
NMS      123,225,400        723,585        (5,561,273     (4,837,688
NOM      42,632,367        128,086        (1,932,463     (1,804,377
NPV      341,785,934        4,911,182        (17,845,896     (12,934,714

For purposes of this disclosure, tax cost generally includes the cost of portfolio investments as well as up-front fees or premiums exchanged on derivatives and any amounts unrealized for income statement reporting but realized income and/or capital gains for tax reporting, if applicable.

As of year end, the components of accumulated earnings on a tax basis were as follows:

 

Fund   

Undistributed

Tax-Exempt

Income1

    

Undistributed
Ordinary

Income

     Undistributed
Long-Term
Capital Gains
     Unrealized
Appreciation
(Depreciation)
    Capital Loss
Carryforwards
   

Late-Year Loss

Deferrals

     Other
Book-to-Tax
Differences
    Total  

NMT

   $       —      $      —      $      —      $   (6,291,754   $   (15,565,988   $      —      $    (662,443   $   (22,520,185

NMS

            2,515               (4,837,688     (6,170,308            (444,644     (11,450,125

NOM

                          (1,804,377     (3,148,669            (158,676     (5,111,722

NPV

            1,943               (12,934,714     (29,647,722            (1,327,929     (43,908,422

 

1 

Undistributed tax-exempt income (on a tax basis) has not been reduced for the dividend declared on May 1, 2025 and paid on June 2, 2025.

The tax character of distributions paid was as follows:

 

     5/31/25      5/31/24  
Fund   

Tax-Exempt

Income1

     Ordinary
Income
     Long-Term
Capital Gains
     Return
of Capital
    

Tax-Exempt

Income

     Ordinary
Income
     Long-Term
Capital Gains
     Return of Capital  

NMT

   $    3,597,042      $     —      $      —      $   4,348,310      $    3,146,605      $    —      $      —      $     382,762  

NMS

     2,524,925        3,460               2,629,781        2,519,045        2,746               337,016  

NOM

     713,811                      1,189,913        800,145                      74,052  

NPV

     7,977,779        5,480               7,650,746        7,268,216        554               815,269  

 

1 

Each Fund designates these amounts paid during the period as Exempt Interest Dividends.

 

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As of year end, the Funds had capital loss carryforwards, which will not expire:

 

Fund    Short-Term      Long-Term      Total  
NMT        $5,284,158          $10,281,830          $15,565,988  
NMS      2,166,772        4,003,536        6,170,308  
NOM      948,165        2,200,504        3,148,669  
NPV      11,692,021        17,955,701        29,647,722  

 

8.

Management Fees and Other Transactions with Affiliates

Management Fees: Each Fund’s management fee compensates the Adviser for the 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 each Fund’s 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.

The annual fund-level fee, payable monthly, for each Fund is calculated according to the following schedule:

 

Average Daily Managed Assets*   

Fund-Level Fee

Rate

 
For the first $125 million      0.4500
For the next $125 million      0.4375  
For the next $250 million      0.4250  
For the next $500 million      0.4125  
For the next $1 billion      0.4000  
For the next $3 billion      0.3750  
For managed assets over $5 billion      0.3625  

The annual complex-level fee, payable monthly, for each Fund is calculated according to the following schedule:

 

Complex-Level Asset Breakpoint Level*    Complex-Level Fee   
For the first $124.3 billion      0.1600
For the next $75.7 billion      0.1350  
For the next $200 billion      0.1325  
For eligible assets over $400 billion      0.1300  

 

*

The complex-level fee is calculated based upon the aggregate daily “eligible assets” of all Nuveen-branded closed-end funds and Nuveen branded open-end funds (“Nuveen Mutual Funds”). Except as described below, eligible assets include the assets of all Nuveen-branded closed-end funds and Nuveen Mutual Funds organized in the United States. Eligible assets do not include the net assets of: Nuveen fund-of-funds, Nuveen money market funds, Nuveen index funds, Nuveen Large Cap Responsible Equity Fund or Nuveen Life Large Cap Responsible Equity Fund. In addition, eligible assets include a fixed percentage of the aggregate net assets of the active equity and fixed income Nuveen Mutual Funds advised by the Adviser’s affiliate, Teachers Advisors, LLC (except those identified above). The fixed percentage will increase annually until May 1, 2033, at which time eligible assets will include all of the aggregate net assets of the active equity and fixed income Nuveen Mutual Funds advised by Teachers Advisors, LLC (except those identified above). Eligible assets include closed-end fund assets managed by the Adviser that are attributable to financial leverage. For these purposes, financial leverage includes the closed-end funds’ use of preferred stock and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trust’s issuance of floating rate securities, subject to an agreement by the Adviser as to certain funds to limit the amount of such assets for determining eligible assets in certain circumstances.

As of the end of the reporting period, the annual complex-level fee for each Fund was as follows:

 

Fund    Complex-Level Fee
NMT    0.1570%
NMS    0.1570%
NOM    0.1570%
NPV    0.1570%

Other Transactions with Affiliates: The Funds are permitted to purchase or sell securities from or to certain other funds or accounts managed by the Sub-Adviser or by an affiliate of the Adviser (each an, “Affiliated Entity”) under specified conditions outlined in procedures adopted by the Board (“cross-trade”). These procedures have been designed to ensure that any cross-trade of securities by the Fund from or to an Affiliated Entity by

 

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Notes to Financial Statements (continued)

 

virtue of having a common investment adviser (or affiliated investment adviser), common officer and/or common trustee complies with Rule 17a-7 under the 1940 Act. These transactions are effected at the current market price (as provided by an independent pricing service) without incurring broker commissions. During the current fiscal period, the Funds engaged in the following security transactions with affiliated entities:

 

Fund    Purchases      Sales     

Realized

Gain (Loss)

 
NMT    $   8,486,854      $   5,216,970      $    (177,150)  
NMS      4,034,868        2,937,381        (136,243)  
NOM                     
NPV      5,504,880                

 

9.

Commitments and Contingencies

In the normal course of business, each Fund enters into a variety of agreements that may expose the Fund to some risk of loss. These could include recourse arrangements for certain TOB Trusts and certain agreements related to preferred shares, which are described elsewhere in these Notes to Financial Statements. The risk of future loss arising from such agreements, while not quantifiable, is expected to be remote. As of the end of the reporting period, the Funds did not have any unfunded commitments other then those disclosed in the Notes to Financial Statements, when applicable.

From time to time, the Funds may be party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Funds’ rights under contracts. As of the end of the reporting period, management has determined that any legal proceeding(s) the Funds are subject to, including those described within this report, are unlikely to have a material impact to any of the Funds’ financial statements.

 

10.

Borrowing Arrangements

Line of Credit: The Funds, along with certain funds managed by the Adviser and by an affiliate of the Adviser (“Participating Funds”), have established a 364-day, $2.7 billion standby credit facility with a group of lenders, under which the Participating Funds may borrow for temporary purposes (other than on-going leveraging for investment purposes). Each Participating Fund is allocated a designated proportion of the facility’s capacity (and its associated costs, as described below) based upon a multi-factor assessment of the likelihood and frequency of its need to draw on the facility, the size of the Fund and its anticipated draws, and the potential importance of such draws to the operations and well-being of the Fund, relative to those of the other Funds. A Fund may effect draws on the facility in excess of its designated capacity if and to the extent that other Participating Funds have undrawn capacity. The credit facility expires in June 2026 unless extended or renewed.

The credit facility has the following terms: 0.15% per annum on unused commitment amounts and a drawn interest rate equal to the higher of (a) OBFR (Overnight Bank Funding Rate) plus 1.20% per annum or (b) the Fed Funds Effective Rate plus 1.20% per annum on amounts borrowed. Interest expense incurred by the Participating Funds, when applicable, is recognized as a component of “Interest expense and amortization of offering costs” on the Statement of Operations. Participating Funds paid administration, legal and arrangement fees, which are recognized as a component of “Interest expense and amortization of offering costs” 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, the following Funds utilized this facility. Each Fund’s maximum outstanding balance during the utilization period was as follows:

 

Fund   

Maximum

Outstanding

Balance

 
NMT    $   2,860,264  
NMS      1,851,715  
NOM      78,286  
NPV      2,620,676  

During the Funds’ utilization period(s) during the current fiscal period, the average daily balance outstanding and average annual interest rate on the Borrowings were as follows:

 

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Fund   

Utilization

Period (Days

Outstanding)

    

Average

Daily Balance

Outstanding

    

Average Annual

Interest Rate

 
NMT      6      $    987,982        6.11%  
NMS      5        937,853        6.13  
NOM      3        78,286        6.53  
NPV      6        863,943        6.11  

Borrowings outstanding as of the end of the reporting period, if any, are recognized as “Borrowings” on the Statement of Assets and Liabilities, where applicable.

 

11.

Inter-Fund Lending Program

Inter-Fund Borrowing and Lending: The SEC has granted an exemptive order permitting registered open-end and closed-end Nuveen funds to participate in an inter-fund lending facility whereby the Nuveen funds may directly lend to and borrow money from each other for temporary purposes (e.g., to satisfy redemption requests or when a sale of securities “fails,” resulting in an unanticipated cash shortfall) (the “Inter-Fund Program”). The closed-end Nuveen funds, including the Funds covered by this shareholder report, will participate only as lenders, and not as borrowers, in the Inter-Fund Program because such closed-end funds rarely, if ever, need to borrow cash to meet redemptions. The Inter-Fund

Program is subject to a number of conditions, including, among other things, the requirements that (1) no fund may borrow or lend money through the Inter-Fund Program unless it receives a more favorable interest rate than is typically available from a bank or other financial institution for a comparable transaction; (2) no fund may borrow on an unsecured basis through the Inter-Fund Program unless the fund’s outstanding borrowings from all sources immediately after the inter-fund borrowing total 10% or less of its total assets; provided that if the borrowing fund has a secured borrowing outstanding from any other lender, including but not limited to another fund, the inter-fund loan must be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value; (3) if a fund’s total outstanding borrowings immediately after an inter-fund borrowing would be greater than 10% of its total assets, the fund may borrow through the inter-fund loan on a secured basis only; (4) no fund may lend money if the loan would cause its aggregate outstanding loans through the Inter-Fund Program to exceed 15% of its net assets at the time of the loan; (5) a fund’s inter-fund loans to any one fund shall not exceed 5% of the lending fund’s net assets; (6) the duration of inter-fund loans will be limited to the time required to receive payment for securities sold, but in no event more than seven days; and (7) each inter-fund loan may be called on one business day’s notice by a lending fund and may be repaid on any day by a borrowing fund. In addition, a Nuveen fund may participate in the Inter-Fund Program only if and to the extent that such participation is consistent with the fund’s investment objective and investment policies. The Board is responsible for overseeing the Inter-Fund Program.

The limitations detailed above and the other conditions of the SEC exemptive order permitting the Inter-Fund Program are designed to minimize the risks associated with Inter-Fund Program for both the lending fund and the borrowing fund. However, no borrowing or lending activity is without risk. When a fund borrows money from another fund, there is a risk that the loan could be called on one day’s notice or not renewed, in which case the fund may have to borrow from a bank at a higher rate or take other actions to payoff such loan if an inter-fund loan is not available from another fund. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.

During the current reporting period, none of the Funds covered by this shareholder report have entered into any inter-fund loan activity.

 

12.

Subsequent Events

Shelf Offering: On June 18, 2025, NMT filed a registration statement with the SEC authorizing the Fund to issue an additional $900,000 common shares through a Shelf Offering.

 

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Shareholder Update

(Unaudited)

 

CURRENT INVESTMENT OBJECTIVES, INVESTMENT POLICIES AND PRINCIPAL RISKS OF THE FUNDS

Nuveen Massachusetts Quality Municipal Income Fund (NMT)

Investment Objectives

The Fund’s investment objectives are to provide current income exempt from regular federal and Massachusetts personal income taxes and to enhance portfolio value relative to the Massachusetts municipal bond market by investing in tax-exempt Massachusetts municipal obligations that the Fund’s investment adviser believes are underrated or undervalued or that represent municipal market sectors that are undervalued.

Investment Policies

As a fundamental policy, under normal circumstances, the Fund will invest at least 80% of its Assets (as defined below) in municipal securities and other related investments the income from which is exempt from regular federal and Massachusetts income taxes.

“Assets” mean the net assets of the Fund plus the amount of any borrowings for investment purposes. “Managed Assets” mean the total assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the express purpose of creating leverage). Total assets for this purpose shall include assets attributable to the Fund’s use of leverage (whether or not those assets are reflected in the Fund’s financial statements for purposes of generally accepted accounting principles), and derivatives will be valued at their market value.

Under normal circumstances:

 

   

The Fund will invest at least 80% of its Managed Assets in securities that at the time of investment are investment grade quality. A security is considered investment grade quality if it is rated within the four highest letter grades (Baa or BBB or better) by at least one nationally recognized statistical rating organization (“NRSRO”) that rates such security (even if it is rated lower by another), or if it is unrated by any NRSRO but judged to be of comparable quality by the Fund’s sub-adviser.

 

   

The Fund may invest up to 20% of its Managed Assets in municipal securities that at the time of investment are rated below investment grade or are unrated by any NRSRO but judged to be of comparable quality by the Fund’s sub-adviser.

 

   

No more than 10% of the Fund’s Managed Assets may be invested in municipal securities rated below B3/B- or that are unrated but judged to be of comparable quality by the Fund’s sub-adviser.

 

   

The Fund may invest up to 20% of its Managed Assets in municipal securities that pay interest that is taxable under the federal alternative minimum tax (“AMT Bonds”).

 

   

The Fund may invest up to 15% of its net assets in inverse floating rate securities.

 

   

The Fund will generally maintain an investment portfolio with an overall weighted average maturity of greater than 10 years.

The foregoing policies apply only at the time of any new investment.

Approving Changes in Investment Policies

The Board of Trustees of the Fund may change the policies described above without a shareholder vote. However, the Fund’s (i) investment objectives and (ii) policy of investing at least 80% of its Assets in municipal securities and other related investments the income from which is exempt from regular federal and Massachusetts income taxes, may not be changed without the approval of the holders of a majority of the outstanding common shares and preferred shares voting together as a single class, and the approval of the holders of a majority of the outstanding preferred shares, voting separately as a single class. A “majority of the outstanding” shares means (i) 67% or more of the shares present at a meeting, if the holders of more than 50% of the shares are present or represented by proxy or (ii) more than 50% of the shares, whichever is less.

Portfolio Contents

The Fund generally invests in municipal securities. Municipal securities include municipal bonds, notes, securities issued to finance and refinance public projects, certificates of participation, variable rate demand obligations, lease obligations, municipal notes, pre-refunded municipal bonds, private activity bonds, securities issued by Tender Option Bond trusts (“TOB trusts”), including inverse floating rate securities, and other forms of municipal bonds and securities, and other related instruments that create exposure to municipal bonds, notes and securities that provide for the payment of interest income that is exempt from regular U.S. federal income tax and Massachusetts income tax.

Municipal securities are debt obligations generally issued by states, cities and local authorities and certain possessions and territories of the United States (such as Puerto Rico and Guam) to finance or refinance public purpose projects such as roads, schools, and water supply systems.

The municipal securities in which the Fund invests are generally issued by the Commonwealth of Massachusetts, a municipality in Massachusetts, or a political subdivision or agency or instrumentality of such Commonwealth or municipality, and pay interest that, in the opinion of bond counsel to the issuer (or on the basis of other authority believed by the Fund’s sub-adviser to be reliable), is exempt from regular federal and Massachusetts income taxes. The Fund may invest in municipal bonds issued by United States territories and possessions (such as Puerto Rico or Guam) that are exempt from regular federal and Massachusetts income taxes.

 

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The Fund may also invest in AMT Bonds. AMT Bonds may trigger adverse tax consequences for Fund shareholders who are subject to the federal alternative minimum tax.

The Fund may invest in municipal securities that represent lease obligations and certificates of participation in such leases. A municipal lease is an obligation in the form of a lease or installment purchase that is issued by a state or local government to acquire equipment and facilities. Income from such obligations generally is exempt from state and local taxes in the state of issuance. A certificate of participation represents an undivided interest in an unmanaged pool of municipal leases, an installment purchase agreement or other instruments. The certificates typically are issued by a municipal agency, a trust or other entity that has received an assignment of the payments to be made by the state or political subdivision under such leases or installment purchase agreements. Such certificates provide the Fund with the right to a pro rata undivided interest in the underlying municipal securities. In addition, such participations generally provide the Fund with the right to demand payment, on not more than seven days’ notice, of all or any part of the Fund’s participation interest in the underlying municipal securities, plus accrued interest.

The Fund may invest in municipal notes. Municipal securities in the form of notes generally are used to provide for short-term capital needs, in anticipation of an issuer’s receipt of other revenues or financing, and typically have maturities of up to three years. Such instruments may include tax anticipation notes, revenue anticipation notes, bond anticipation notes, tax and revenue anticipation notes and construction loan notes. Tax anticipation notes are issued to finance the working capital needs of governments. Generally, they are issued in anticipation of various tax revenues, such as income, sales, property, use and business taxes, and are payable from these specific future taxes. Revenue anticipation notes are issued in expectation of receipt of other kinds of revenue, such as federal revenues available under federal revenue sharing programs. Bond anticipation notes are issued to provide interim financing until long-term bond financing can be arranged. In most cases, the long-term bonds then provide the funds needed for repayment of the bond anticipation notes. Tax and revenue anticipation notes combine the funding sources of both tax anticipation notes and revenue anticipation notes. Construction loan notes are sold to provide construction financing. Mortgage notes insured by the Federal Housing Authority secure these notes; however, the proceeds from the insurance may be less than the economic equivalent of the payment of principal and interest on the mortgage note if there has been a default. The anticipated revenues from taxes, grants or bond financing generally secure the obligations of an issuer of municipal notes.

The Fund may invest in “tobacco settlement bonds.” Tobacco settlement bonds are municipal securities that are secured or payable solely from the collateralization of the proceeds from class action or other litigation against the tobacco industry.

The Fund may invest in pre-refunded municipal securities. The principal of and interest on pre-refunded municipal securities are no longer paid from the original revenue source for the securities. Instead, the source of such payments is typically an escrow fund consisting of U.S. government securities. The assets in the escrow fund are derived from the proceeds of refunding bonds issued by the same issuer as the pre-refunded municipal securities. Issuers of municipal securities use this advance refunding technique to obtain more favorable terms with respect to securities that are not yet subject to call or redemption by the issuer. For example, advance refunding enables an issuer to refinance debt at lower market interest rates, restructure debt to improve cash flow or eliminate restrictive covenants in the indenture or other governing instrument for the pre-refunded municipal securities. However, except for a change in the revenue source from which principal and interest payments are made, the pre-refunded municipal securities remain outstanding on their original terms until they mature or are redeemed by the issuer.

The Fund may invest in private activity bonds. Private activity bonds are Issued by or on behalf of public authorities to obtain funds to provide privately operated housing facilities, airport, mass transit or port facilities, sewage disposal, solid waste disposal or hazardous waste treatment or disposal facilities and certain local facilities for water supply, gas or electricity. Other types of private activity bonds, the proceeds of which are used for the construction, equipment, repair or improvement of privately operated industrial or commercial facilities, may constitute municipal securities, although the current federal tax laws place substantial limitations on the size of such issues.

The Fund may invest in municipal securities issued by special taxing districts. Special taxing districts are organized to plan and finance infrastructure developments to induce residential, commercial and industrial growth and redevelopment. The bond financing methods such as tax increment finance, tax assessment, special services district and Mello-Roos bonds, are generally payable solely from taxes or other revenues attributable to the specific projects financed by the bonds without recourse to the credit or taxing power of related or overlapping municipalities.

The Fund may invest in zero coupon bonds. A zero coupon bond is a bond that typically does not pay interest for the entire life of the obligation or for an initial period after the issuance of the obligation.

The Fund may buy and sell securities on a when-issued or delayed delivery basis, making payment or taking delivery at a later date, normally within 15 to 45 days of the trade date.

The Fund may invest in inverse floating rate securities issued by a TOB trust, the interest rate on which varies inversely with the Securities Industry Financial Markets Association short-term rate, which resets weekly, or a similar short-term rate, and is reduced by the expenses related to the TOB trust. Typically, inverse floating rate securities represent beneficial interests in a special purpose trust (sometimes called a TOB trust) formed by a third party sponsor for the purpose of holding municipal bonds. Inverse floating rate securities may increase or decrease in value at a greater rate than the underlying interest rate on the municipal bond held by the TOB trust, which effectively leverages the Fund’s investment.

The Fund may invest in floating rate securities issued by special purpose trusts. Floating rate securities may take the form of short-term floating rate securities or the option period may be substantially longer. Generally, the interest rate earned will be based upon the market rates for municipal securities with maturities or remarketing provisions that are comparable in duration to the periodic interval of the tender option, which may vary from weekly, to monthly, to extended periods of one year or multiple years. Since the option feature has a shorter term than the final maturity or first call date of the underlying bond deposited in the trust, the Fund as the holder of the floating rate security relies upon the terms of the agreement with the financial institution furnishing the option as well as the credit strength of that institution. As further assurance of liquidity, the terms of the trust provide for a liquidation of the municipal security deposited in the trust and the application of the proceeds to pay off the floating rate security. The trusts that are organized to issue both short-term floating rate securities and inverse floaters generally include liquidation triggers to protect the investor in the floating rate security.

 

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Shareholder Update (continued)

 

The Fund may utilize structured notes and similar instruments for investment purposes and also for hedging purposes. Structured notes are privately negotiated debt obligations where the principal and/or interest is determined by reference to the performance of a benchmark asset, market or interest rate (an “embedded index”), such as selected securities, an index of securities or specified interest rates, or the differential performance of two assets or markets.

The Fund may invest in illiquid securities (i.e., securities that are not readily marketable), including, but not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws), securities that may be resold only pursuant to Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), and repurchase agreements with maturities in excess of seven days. Illiquid securities may also include securities legally restricted as to resale, such as securities issued pursuant to Section 4(a)(2) of the 1933 Act.

The Fund may enter into certain derivative instruments in pursuit of its investment objectives, including to seek to enhance return, to hedge certain risks of its investments in municipal securities or as a substitute for a position in the underlying asset. Such instruments include financial futures contracts, swap contracts (including interest rate swaps, credit default swaps and municipal market data rate locks (“MMD Rate Locks”)), options on financial futures, options on swap contracts or other derivative instruments.

The Fund may purchase and sell MMD Rate Locks. An MMD Rate Lock permits the Fund to lock in a specified municipal interest rate for a portion of its portfolio to preserve a return on a particular investment or a portion of its portfolio as a duration management technique or to protect against any increase in the price of securities to be purchased at a later date. By using an MMD Rate Lock, the Fund can create a synthetic long or short position, allowing the Fund to select what the manager believes is an attractive part of the yield curve. The Fund will ordinarily use these transactions as a hedge or for duration or risk management although it is permitted to enter into them to enhance income or gain or to increase the Fund’s yield, for example, during periods of steep interest rate yield curves (i.e., wide differences between short-term and long- term interest rates).

The Fund may also invest in securities of other open- or closed-end investment companies (including ETFs) that invest primarily in municipal securities of the types in which the Fund may invest directly, to the extent permitted by the Investment Company Act of 1940, as amended (the “1940 Act”), the rules and regulations issued thereunder and applicable exemptive orders issued by the Securities and Exchange Commission (“SEC”).

The Fund may invest in distressed securities but may not invest in the securities of an issuer which, at the time of investment, is in default on its obligations to pay principal or interest thereon when due or that is involved in a bankruptcy proceeding (i.e., rated below C-, at the time of investment); provided, however, that the Fund’s sub-adviser may determine that it is in the best interest of shareholders in pursuing a workout arrangement with issuers of defaulted securities to make loans to the defaulted issuer or another party, or purchase a debt, equity or other interest from the defaulted issuer or another party, or take other related or similar steps involving the investment of additional monies, but only if that issuer’s securities are already held by the Fund.

Use of Leverage

The Fund uses leverage to pursue its investment objectives. The Fund may source leverage through a number of methods. The Fund is limited by certain fundamental investment restrictions and may only issue senior securities that are preferred shares of beneficial interest (“Preferred Shares”), subject to certain exceptions. Additionally, the Fund may use certain derivatives and other financing investments that have the economic effect of leverage by creating additional investment exposures, such as investments in inverse floating rate securities and reverse repurchase agreements. The amount and sources of leverage will vary depending on market conditions.

Temporary Defensive Periods

During temporary defensive periods (e.g., times when, in the Fund’s investment adviser’s and/or the Fund’s sub-adviser’s opinion, temporary imbalances of supply and demand or other temporary dislocations in the tax-exempt bond market adversely affect the price at which intermediate-term municipal securities are available), the Fund may invest up to 100% of its net assets in cash or cash equivalents, short-term investments or municipal bonds and deviate from its investment policies including the Fund’s 80% names rule policy. Also, during these periods, the Fund may not achieve its investment objectives.

 

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Nuveen Minnesota Quality Municipal Income Fund (NMS)

Investment Objectives

The Fund’s primary investment objective is to seek to provide current income exempt from both regular federal and Minnesota income taxes. The Fund’s secondary investment objective is to enhance portfolio value relative to the Minnesota municipal bond market by investing in Minnesota municipal securities that the Fund’s sub-adviser believes are underrated or undervalued or that represent municipal market sectors that are undervalued.

Investment Policies

As a fundamental policy, under normal circumstances, the Fund will invest at least 80% of its Assets (as defined below) in municipal securities and other related investments the income from which is exempt from regular federal and Minnesota income taxes.

“Assets” mean the net assets of the Fund plus the amount of any borrowings for investment purposes. “Managed Assets” mean the total assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the express purpose of creating leverage). Total assets for this purpose shall include assets attributable to the Fund’s use of leverage (whether or not those assets are reflected in the Fund’s financial statements for purposes of generally accepted accounting principles), and derivatives will be valued at their market value.

Under normal circumstances:

 

   

The Fund will invest at least 80% of its Managed Assets in securities that at the time of investment are investment grade quality. A security is considered investment grade quality if it is rated within the four highest letter grades (Baa or BBB or better) by at least one nationally recognized statistical rating organization (“NRSRO”) that rates such security (even if it is rated lower by another), or if it is unrated by any NRSRO but judged to be of comparable quality by the Fund’s sub-adviser.

 

   

The Fund may invest up to 20% of its Managed Assets in municipal securities that at the time of investment are rated below investment grade or are unrated by any NRSRO but judged to be of comparable quality by the Fund’s sub-adviser.

 

   

No more than 10% of the Fund’s Managed Assets may be invested in municipal securities rated below B3/B- by all NRSROs that rate the security or that are unrated but judged to be of comparable quality by the Fund’s sub-adviser.

 

   

The Fund may invest up to 20% of its Managed Assets in municipal securities that pay interest that is taxable under the federal alternative minimum tax (“AMT Bonds”).

 

   

The Fund may invest up to 15% of its net assets in inverse floating rate securities.

 

   

The Fund will generally maintain an investment portfolio with an overall weighted average maturity of greater than 10 years.

The foregoing policies apply only at the time of any new investment.

Approving Changes in Investment Policies

The Board of Trustees of the Fund may change the policies described above without a shareholder vote. However, the Fund’s (i) investment objectives and (ii) policy of investing at least 80% of its Assets in municipal securities and other related investments the income from which is exempt from regular federal and Minnesota income taxes, may not be changed without the approval of the holders of a majority of the outstanding common shares and preferred shares voting together as a single class, and the approval of the holders of a majority of the outstanding preferred shares, voting separately as a single class. A “majority of the outstanding” shares means (i) 67% or more of the shares present at a meeting, if the holders of more than 50% of the shares are present or represented by proxy or (ii) more than 50% of the shares, whichever is less.

Portfolio Contents

The Fund generally invests in municipal securities. Municipal securities include municipal bonds, notes, securities issued to finance and refinance public projects, certificates of participation, variable rate demand obligations, lease obligations, municipal notes, pre-refunded municipal bonds, private activity bonds, securities issued by Tender Option Bond trusts (“TOB trusts”), including inverse floating rate securities, and other forms of municipal bonds and securities, and other related instruments that create exposure to municipal bonds, notes and securities that provide for the payment of interest income that is exempt from regular U.S. federal income tax and Minnesota income tax.

Municipal securities are debt obligations generally issued by states, cities and local authorities and certain possessions and territories of the United States (such as Puerto Rico and Guam) to finance or refinance public purpose projects such as roads, schools, and water supply systems.

The municipal securities in which the Fund invests are generally issued by the State of Minnesota, a municipality of Minnesota, or a political subdivision of either, and pay interest that, in the opinion of bond counsel to the issuer (or on the basis of other authority believed by the Fund’s sub-adviser to be reliable), is exempt from regular federal and Minnesota income taxes, although the interest may be subject to the federal alternative minimum tax. The Fund may invest in municipal securities issued by U.S. territories (such as Puerto Rico or Guam) that are exempt from regular federal and Minnesota income taxes.

 

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Shareholder Update (continued)

 

The Fund may also invest in AMT Bonds. AMT Bonds may trigger adverse tax consequences for Fund shareholders who are subject to the federal alternative minimum tax.

The Fund may invest in municipal securities that represent lease obligations and certificates of participation in such leases. A municipal lease is an obligation in the form of a lease or installment purchase that is issued by a state or local government to acquire equipment and facilities. Income from such obligations generally is exempt from state and local taxes in the state of issuance. A certificate of participation represents an undivided interest in an unmanaged pool of municipal leases, an installment purchase agreement or other instruments. The certificates typically are issued by a municipal agency, a trust or other entity that has received an assignment of the payments to be made by the state or political subdivision under such leases or installment purchase agreements. Such certificates provide the Fund with the right to a pro rata undivided interest in the underlying municipal securities. In addition, such participations generally provide the Fund with the right to demand payment, on not more than seven days’ notice, of all or any part of the Fund’s participation interest in the underlying municipal securities, plus accrued interest.

The Fund may invest in municipal notes. Municipal securities in the form of notes generally are used to provide for short-term capital needs, in anticipation of an issuer’s receipt of other revenues or financing, and typically have maturities of up to three years. Such instruments may include tax anticipation notes, revenue anticipation notes, bond anticipation notes, tax and revenue anticipation notes and construction loan notes. Tax anticipation notes are issued to finance the working capital needs of governments. Generally, they are issued in anticipation of various tax revenues, such as income, sales, property, use and business taxes, and are payable from these specific future taxes. Revenue anticipation notes are issued in expectation of receipt of other kinds of revenue, such as federal revenues available under federal revenue sharing programs. Bond anticipation notes are issued to provide interim financing until long-term bond financing can be arranged. In most cases, the long-term bonds then provide the funds needed for repayment of the bond anticipation notes. Tax and revenue anticipation notes combine the funding sources of both tax anticipation notes and revenue anticipation notes. Construction loan notes are sold to provide construction financing. Mortgage notes insured by the Federal Housing Authority secure these notes; however, the proceeds from the insurance may be less than the economic equivalent of the payment of principal and interest on the mortgage note if there has been a default. The anticipated revenues from taxes, grants or bond financing generally secure the obligations of an issuer of municipal notes.

The Fund may invest in “tobacco settlement bonds.” Tobacco settlement bonds are municipal securities that are secured or payable solely from the collateralization of the proceeds from class action or other litigation against the tobacco industry.

The Fund may invest in pre-refunded municipal securities. The principal of and interest on pre-refunded municipal securities are no longer paid from the original revenue source for the securities. Instead, the source of such payments is typically an escrow fund consisting of U.S. government securities. The assets in the escrow fund are derived from the proceeds of refunding bonds issued by the same issuer as the pre-refunded municipal securities. Issuers of municipal securities use this advance refunding technique to obtain more favorable terms with respect to securities that are not yet subject to call or redemption by the issuer. For example, advance refunding enables an issuer to refinance debt at lower market interest rates, restructure debt to improve cash flow or eliminate restrictive covenants in the indenture or other governing instrument for the pre-refunded municipal securities. However, except for a change in the revenue source from which principal and interest payments are made, the pre-refunded municipal securities remain outstanding on their original terms until they mature or are redeemed by the issuer.

The Fund may invest in private activity bonds. Private activity bonds are issued by or on behalf of public authorities to obtain funds to provide privately operated housing facilities, airport, mass transit or port facilities, sewage disposal, solid waste disposal or hazardous waste treatment or disposal facilities and certain local facilities for water supply, gas or electricity. Other types of private activity bonds, the proceeds of which are used for the construction, equipment, repair or improvement of privately operated industrial or commercial facilities, may constitute municipal securities, although the current federal tax laws place substantial limitations on the size of such issues.

The Fund may invest in municipal securities issued by special taxing districts. Special taxing districts are organized to plan and finance infrastructure developments to induce residential, commercial and industrial growth and redevelopment. The bond financing methods such as tax increment finance, tax assessment, special services district and Mello-Roos bonds, are generally payable solely from taxes or other revenues attributable to the specific projects financed by the bonds without recourse to the credit or taxing power of related or overlapping municipalities.

The Fund may invest in zero coupon bonds. A zero coupon bond is a bond that typically does not pay interest for the entire life of the obligation or for an initial period after the issuance of the obligation.

The Fund may buy and sell securities on a when-issued or delayed delivery basis, making payment or taking delivery at a later date, normally within 15 to 45 days of the trade date.

The Fund may invest in inverse floating rate securities issued by a TOB trust, the interest rate on which varies inversely with the Securities Industry Financial Markets Association short-term rate, which resets weekly, or a similar short-term rate, and is reduced by the expenses related to the TOB trust. Typically, inverse floating rate securities represent beneficial interests in a special purpose trust (sometimes called a TOB trust) formed by a third party sponsor for the purpose of holding municipal bonds. Inverse floating rate securities may increase or decrease in value at a greater rate than the underlying interest rate on the municipal bond held by the TOB trust, which effectively leverages the Fund’s investment.

The Fund may invest in floating rate securities issued by special purpose trusts. Floating rate securities may take the form of short-term floating rate securities or the option period may be substantially longer. Generally, the interest rate earned will be based upon the market rates for municipal securities with maturities or remarketing provisions that are comparable in duration to the periodic interval of the tender option, which may vary from weekly, to monthly, to extended periods of one year or multiple years. Since the option feature has a shorter term than the final maturity or first call date of the underlying bond deposited in the trust, the Fund as the holder of the floating rate security relies upon the terms of the agreement with the financial institution furnishing the option as well as the credit strength of that institution. As further assurance of liquidity, the terms of the trust provide for a liquidation of the municipal security deposited in the trust and the application of the proceeds to pay off the floating rate security. The trusts that are organized to issue both short-term floating rate securities and inverse floaters generally include liquidation triggers to protect the investor in the floating rate security.

 

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The Fund may utilize structured notes and similar instruments for investment purposes and also for hedging purposes. Structured notes are privately negotiated debt obligations where the principal and/or interest is determined by reference to the performance of a benchmark asset, market or interest rate (an “embedded index”), such as selected securities, an index of securities or specified interest rates, or the differential performance of two assets or markets.

The Fund may invest in illiquid securities (i.e., securities that are not readily marketable), including, but not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws), securities that may be resold only pursuant to Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), and repurchase agreements with maturities in excess of seven days. Illiquid securities may also include securities legally restricted as to resale, such as securities issued pursuant to Section 4(a)(2) of the 1933 Act.

The Fund may enter into certain derivative instruments in pursuit of its investment objectives, including to seek to enhance return, to hedge certain risks of its investments in municipal securities or as a substitute for a position in the underlying asset. Such instruments include financial futures contracts, swap contracts (including interest rate swaps, credit default swaps and municipal market data rate locks (“MMD Rate Locks”)), options on financial futures, options on swap contracts or other derivative instruments.

The Fund may purchase and sell MMD Rate Locks. An MMD Rate Lock permits the Fund to lock in a specified municipal interest rate for a portion of its portfolio to preserve a return on a particular investment or a portion of its portfolio as a duration management technique or to protect against any increase in the price of securities to be purchased at a later date. By using an MMD Rate Lock, the Fund can create a synthetic long or short position, allowing the Fund to select what the manager believes is an attractive part of the yield curve. The Fund will ordinarily use these transactions as a hedge or for duration or risk management although it is permitted to enter into them to enhance income or gain or to increase the Fund’s yield, for example, during periods of steep interest rate yield curves (i.e., wide differences between short-term and long- term interest rates).

The Fund may also invest in securities of other open- or closed-end investment companies (including ETFs) that invest primarily in municipal securities of the types in which the Fund may invest directly, to the extent permitted by the Investment Company Act of 1940, as amended (the “1940 Act”), the rules and regulations issued thereunder and applicable exemptive orders issued by the Securities and Exchange Commission (“SEC”).

The Fund may invest in distressed securities but may not invest in the securities of an issuer which, at the time of investment, is in default on its obligations to pay principal or interest thereon when due or that is involved in a bankruptcy proceeding (i.e., rated below C-, at the time of investment); provided, however, that the Fund’s sub-adviser may determine that it is in the best interest of shareholders in pursuing a workout arrangement with issuers of defaulted securities to make loans to the defaulted issuer or another party, or purchase a debt, equity or other interest from the defaulted issuer or another party, or take other related or similar steps involving the investment of additional monies, but only if that issuer’s securities are already held by the Fund.

Use of Leverage

The Fund uses leverage to pursue its investment objectives. The Fund may use leverage to the extent permitted by the 1940 Act. The Fund may source leverage through the use of the issuance of “senior securities” as defined under the 1940 Act, which include (1) borrowings, including loans from financial institutions; (2) issuance of debt securities; and (3) issuance of preferred shares of beneficial interest (“Preferred Shares”). Additionally, the Fund may use certain derivatives and other financing investments that have the economic effect of leverage by creating additional investment exposures, such as investments in inverse floating rate securities and reverse repurchase agreements. The amounts and sources of leverage will vary depending on market conditions.

Temporary Defensive Periods

During temporary defensive periods (e.g., times when, in the Fund’s investment adviser’s and/or the Fund’s sub-adviser’s opinion, temporary imbalances of supply and demand or other temporary dislocations in the tax-exempt bond market adversely affect the price at which intermediate-term municipal securities are available), the Fund may invest up to 100% of its net assets in cash or cash equivalents, short-term investments or municipal bonds and deviate from its investment policies including the Fund’s 80% names rule policy. Also, during these periods, the Fund may not achieve its investment objectives.

 

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Shareholder Update (continued)

 

Nuveen Missouri Quality Municipal Income Fund (NOM)

Investment Objectives

The Fund’s investment objectives are to provide current income exempt from regular federal and Missouri personal income taxes and to enhance portfolio value relative to the Missouri municipal bond market by investing in tax-exempt Missouri municipal obligations that the Fund’s investment adviser believes are underrated or undervalued or that represent municipal market sectors that are undervalued.

Investment Policies

As a fundamental policy, under normal circumstances, the Fund will invest at least 80% of its Assets (as defined below) in municipal securities and other related investments the income from which is exempt from regular federal and Missouri income taxes.

“Assets” mean the net assets of the Fund plus the amount of any borrowings for investment purposes. “Managed Assets” mean the total assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the express purpose of creating leverage). Total assets for this purpose shall include assets attributable to the Fund’s use of leverage (whether or not those assets are reflected in the Fund’s financial statements for purposes of generally accepted accounting principles), and derivatives will be valued at their market value.

Under normal circumstances:

 

   

The Fund will invest at least 80% of its Managed Assets in securities that at the time of investment are investment grade quality. A security is considered investment grade quality if it is rated within the four highest letter grades (Baa or BBB or better) by at least one nationally recognized statistical rating organization (“NRSRO”) that rates such security (even if it is rated lower by another), or if it is unrated by any NRSRO but judged to be of comparable quality by the Fund’s sub-adviser.

 

   

The Fund may invest up to 20% of its Managed Assets in municipal securities that at the time of investment are rated below investment grade or are unrated by any NRSRO but judged to be of comparable quality by the Fund’s sub-adviser.

 

   

No more than 10% of the Fund’s Managed Assets may be invested in municipal securities rated below B3/B- or that are unrated but judged to be of comparable quality by the Fund’s sub-adviser.

 

   

The Fund may invest up to 20% of its Managed Assets in municipal securities that pay interest that is taxable under the federal alternative minimum tax (“AMT Bonds”).

 

   

The Fund may invest up to 15% of its net assets in inverse floating rate securities.

 

   

The Fund will generally maintain an investment portfolio with an overall weighted average maturity of greater than 10 years.

The foregoing policies apply only at the time of any new investment.

Approving Changes in Investment Policies

The Board of Trustees of the Fund may change the policies described above without a shareholder vote. However, the Fund’s (i) investment objectives and (ii) policy of investing at least 80% of its Assets in municipal securities and other related investments the income from which is exempt from regular federal and Missouri income taxes, may not be changed without the approval of the holders of a majority of the outstanding common shares and preferred shares voting together as a single class, and the approval of the holders of a majority of the outstanding preferred shares, voting separately as a single class. A “majority of the outstanding” shares means (i) 67% or more of the shares present at a meeting, if the holders of more than 50% of the shares are present or represented by proxy or (ii) more than 50% of the shares, whichever is less.

Portfolio Contents

The Fund generally invests in municipal securities. Municipal securities include municipal bonds, notes, securities issued to finance and refinance public projects, certificates of participation, variable rate demand obligations, lease obligations, municipal notes, pre-refunded municipal bonds, private activity bonds, securities issued by Tender Option Bond trusts (“TOB trusts”), including inverse floating rate securities, and other forms of municipal bonds and securities, and other related instruments that create exposure to municipal bonds, notes and securities that provide for the payment of interest income that is exempt from regular U.S. federal income tax and Missouri income tax.

Municipal securities are debt obligations generally issued by states, cities and local authorities and certain possessions and territories of the United States (such as Puerto Rico and Guam) to finance or refinance public purpose projects such as roads, schools, and water supply systems.

The municipal securities in which the Fund will invest are generally issued by the State of Missouri, a municipality of Missouri, or a political subdivision of either, and pay interest that, in the opinion of bond counsel to the issuer (or on the basis of other authority believed by the Fund’s investment sub-adviser to be reliable), is exempt from regular federal and Missouri personal income taxes, although the interest may be subject to the federal alternative minimum tax applicable to individuals. The Fund may invest in municipal bonds issued by United States territories and possessions (such as Puerto Rico or Guam) that are exempt from regular federal and Missouri personal income taxes.

The Fund may also invest in AMT Bonds. AMT Bonds may trigger adverse tax consequences for Fund shareholders who are subject to the federal alternative minimum tax.

 

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The Fund may invest in municipal securities that represent lease obligations and certificates of participation in such leases. A municipal lease is an obligation in the form of a lease or installment purchase that is issued by a state or local government to acquire equipment and facilities. Income from such obligations generally is exempt from state and local taxes in the state of issuance. A certificate of participation represents an undivided interest in an unmanaged pool of municipal leases, an installment purchase agreement or other instruments. The certificates typically are issued by a municipal agency, a trust or other entity that has received an assignment of the payments to be made by the state or political subdivision under such leases or installment purchase agreements. Such certificates provide the Fund with the right to a pro rata undivided interest in the underlying municipal securities. In addition, such participations generally provide the Fund with the right to demand payment, on not more than seven days’ notice, of all or any part of the Fund’s participation interest in the underlying municipal securities, plus accrued interest.

The Fund may invest in municipal notes. Municipal securities in the form of notes generally are used to provide for short-term capital needs, in anticipation of an issuer’s receipt of other revenues or financing, and typically have maturities of up to three years. Such instruments may include tax anticipation notes, revenue anticipation notes, bond anticipation notes, tax and revenue anticipation notes and construction loan notes. Tax anticipation notes are issued to finance the working capital needs of governments. Generally, they are issued in anticipation of various tax revenues, such as income, sales, property, use and business taxes, and are payable from these specific future taxes. Revenue anticipation notes are issued in expectation of receipt of other kinds of revenue, such as federal revenues available under federal revenue sharing programs. Bond anticipation notes are issued to provide interim financing until long-term bond financing can be arranged. In most cases, the long-term bonds then provide the funds needed for repayment of the bond anticipation notes. Tax and revenue anticipation notes combine the funding sources of both tax anticipation notes and revenue anticipation notes. Construction loan notes are sold to provide construction financing. Mortgage notes insured by the Federal Housing Authority secure these notes; however, the proceeds from the insurance may be less than the economic equivalent of the payment of principal and interest on the mortgage note if there has been a default. The anticipated revenues from taxes, grants or bond financing generally secure the obligations of an issuer of municipal notes.

The Fund may invest in “tobacco settlement bonds.” Tobacco settlement bonds are municipal securities that are secured or payable solely from the collateralization of the proceeds from class action or other litigation against the tobacco industry.

The Fund may invest in pre-refunded municipal securities. The principal of and interest on pre-refunded municipal securities are no longer paid from the original revenue source for the securities. Instead, the source of such payments is typically an escrow fund consisting of U.S. government securities. The assets in the escrow fund are derived from the proceeds of refunding bonds issued by the same issuer as the pre-refunded municipal securities. Issuers of municipal securities use this advance refunding technique to obtain more favorable terms with respect to securities that are not yet subject to call or redemption by the issuer. For example, advance refunding enables an issuer to refinance debt at lower market interest rates, restructure debt to improve cash flow or eliminate restrictive covenants in the indenture or other governing instrument for the pre-refunded municipal securities. However, except for a change in the revenue source from which principal and interest payments are made, the pre-refunded municipal securities remain outstanding on their original terms until they mature or are redeemed by the issuer.

The Fund may invest in private activity bonds. Private activity bonds are issued by or on behalf of public authorities to obtain funds to provide privately operated housing facilities, airport, mass transit or port facilities, sewage disposal, solid waste disposal or hazardous waste treatment or disposal facilities and certain local facilities for water supply, gas or electricity. Other types of private activity bonds, the proceeds of which are used for the construction, equipment, repair or improvement of privately operated industrial or commercial facilities, may constitute municipal securities, although the current federal tax laws place substantial limitations on the size of such issues.

The Fund may invest in municipal securities issued by special taxing districts. Special taxing districts are organized to plan and finance infrastructure developments to induce residential, commercial and industrial growth and redevelopment. The bond financing methods such as tax increment finance, tax assessment, special services district and Mello-Roos bonds, are generally payable solely from taxes or other revenues attributable to the specific projects financed by the bonds without recourse to the credit or taxing power of related or overlapping municipalities.

The Fund may invest in zero coupon bonds. A zero coupon bond is a bond that typically does not pay interest for the entire life of the obligation or for an initial period after the issuance of the obligation.

The Fund may buy and sell securities on a when-issued or delayed delivery basis, making payment or taking delivery at a later date, normally within 15 to 45 days of the trade date.

The Fund may invest in inverse floating rate securities issued by a TOB trust, the interest rate on which varies inversely with the Securities Industry Financial Markets Association short-term rate, which resets weekly, or a similar short-term rate, and is reduced by the expenses related to the TOB trust. Typically, inverse floating rate securities represent beneficial interests in a special purpose trust (sometimes called a TOB trust) formed by a third party sponsor for the purpose of holding municipal bonds. Inverse floating rate securities may increase or decrease in value at a greater rate than the underlying interest rate on the municipal bond held by the TOB trust, which effectively leverages the Fund’s investment.

The Fund may invest in floating rate securities issued by special purpose trusts. Floating rate securities may take the form of short-term floating rate securities or the option period may be substantially longer. Generally, the interest rate earned will be based upon the market rates for municipal securities with maturities or remarketing provisions that are comparable in duration to the periodic interval of the tender option, which may vary from weekly, to monthly, to extended periods of one year or multiple years. Since the option feature has a shorter term than the final maturity or first call date of the underlying bond deposited in the trust, the Fund as the holder of the floating rate security relies upon the terms of the agreement with the financial institution furnishing the option as well as the credit strength of that institution. As further assurance of liquidity, the terms of the trust provide for a liquidation of the municipal security deposited in the trust and the application of the proceeds to pay off the floating rate security. The trusts that are organized to issue both short-term floating rate securities and inverse floaters generally include liquidation triggers to protect the investor in the floating rate security.

 

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Shareholder Update (continued)

 

The Fund may utilize structured notes and similar instruments for investment purposes and also for hedging purposes. Structured notes are privately negotiated debt obligations where the principal and/or interest is determined by reference to the performance of a benchmark asset, market or interest rate (an “embedded index”), such as selected securities, an index of securities or specified interest rates, or the differential performance of two assets or markets.

The Fund may invest in illiquid securities (i.e., securities that are not readily marketable), including, but not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws), securities that may be resold only pursuant to Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), and repurchase agreements with maturities in excess of seven days. Illiquid securities may also include securities legally restricted as to resale, such as securities issued pursuant to Section 4(a)(2) of the 1933 Act.

The Fund may enter into certain derivative instruments in pursuit of its investment objectives, including to seek to enhance return, to hedge certain risks of its investments in municipal securities or as a substitute for a position in the underlying asset. Such instruments include financial futures contracts, swap contracts (including interest rate swaps, credit default swaps and municipal market data rate locks (“MMD Rate Locks”)), options on financial futures, options on swap contracts or other derivative instruments.

The Fund may purchase and sell MMD Rate Locks. An MMD Rate Lock permits the Fund to lock in a specified municipal interest rate for a portion of its portfolio to preserve a return on a particular investment or a portion of its portfolio as a duration management technique or to protect against any increase in the price of securities to be purchased at a later date. By using an MMD Rate Lock, the Fund can create a synthetic long or short position, allowing the Fund to select what the manager believes is an attractive part of the yield curve. The Fund will ordinarily use these transactions as a hedge or for duration or risk management although it is permitted to enter into them to enhance income or gain or to increase the Fund’s yield, for example, during periods of steep interest rate yield curves (i.e., wide differences between short-term and long-term interest rates).

The Fund may also invest in securities of other open- or closed-end investment companies (including ETFs) that invest primarily in municipal securities of the types in which the Fund may invest directly, to the extent permitted by the Investment Company Act of 1940, as amended (the “1940 Act”), the rules and regulations issued thereunder and applicable exemptive orders issued by the Securities and Exchange Commission (“SEC”).

The Fund may invest in distressed securities but may not invest in the securities of an issuer which, at the time of investment, is in default on its obligations to pay principal or interest thereon when due or that is involved in a bankruptcy proceeding (i.e., rated below C-, at the time of investment); provided, however, that the Fund’s sub-adviser may determine that it is in the best interest of shareholders in pursuing a workout arrangement with issuers of defaulted securities to make loans to the defaulted issuer or another party, or purchase a debt, equity or other interest from the defaulted issuer or another party, or take other related or similar steps involving the investment of additional monies, but only if that issuer’s securities are already held by the Fund.

Use of Leverage

The Fund uses leverage to pursue its investment objectives. The Fund may source leverage through a number of methods. The Fund is limited by certain fundamental investment restrictions and may only issue senior securities that are preferred shares of beneficial interest (“Preferred Shares”), subject to certain exceptions. Additionally, the Fund may use certain derivatives and other financing investments that have the economic effect of leverage by creating additional investment exposures, such as investments in inverse floating rate securities and reverse repurchase agreements. The amount and sources of leverage will vary depending on market conditions.

Temporary Defensive Periods

During temporary defensive periods (e.g., times when, in the Fund’s investment adviser’s and/or the Fund’s sub-adviser’s opinion, temporary imbalances of supply and demand or other temporary dislocations in the tax-exempt bond market adversely affect the price at which intermediate-term municipal securities are available), the Fund may invest up to 100% of its net assets in cash or cash equivalents, short-term investments or municipal bonds and deviate from its investment policies including the Fund’s 80% names rule policy. Also, during these periods, the Fund may not achieve its investment objectives.

 

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Nuveen Virginia Quality Municipal Income Fund (NPV)

Investment Objectives

The Fund’s primary investment objective is to provide current income exempt from both regular federal and Virginia income taxes. The Fund’s secondary investment objective is to enhance portfolio value relative to the Virginia municipal bond market by investing in tax-exempt Virginia municipal securities that the Fund’s investment sub-adviser, believes are underrated or undervalued or that represent municipal market sectors that are undervalued.

Investment Policies

As a fundamental policy, under normal circumstances, the Fund will invest at least 80% of its Assets (as defined below) in municipal securities and other related investments, the income from which is exempt from regular federal and Virginia income taxes.

“Assets” mean the net assets of the Fund plus the amount of any borrowings for investment purposes. “Managed Assets” mean the total assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the express purpose of creating leverage). Total assets for this purpose shall include assets attributable to the Fund’s use of leverage (whether or not those assets are reflected in the Fund’s financial statements for purposes of generally accepted accounting principles), and derivatives will be valued at their market value.

Under normal circumstances:

 

   

The Fund will invest at least 80% of its Managed Assets in securities that at the time of investment are investment grade quality. A security is considered investment grade quality if it is rated within the four highest letter grades (Baa or BBB or better) by at least one nationally recognized statistical rating organization (“NRSRO”) that rates such security (even if it is rated lower by another), or if it is unrated by any NRSRO but judged to be of comparable quality by the Fund’s sub-adviser.

 

   

The Fund may invest up to 20% of its Managed Assets in municipal securities that at the time of investment are rated below investment grade or are unrated by any NRSRO but judged to be of comparable quality by the Fund’s sub-adviser.

 

   

No more than 10% of the Fund’s Managed Assets may be invested in municipal securities rated below B3/B- or that are unrated but judged to be of comparable quality by the Fund’s sub-adviser.

 

   

The Fund may invest up to 20% of its Managed Assets in municipal securities that pay interest that is taxable under the federal alternative minimum tax (“AMT Bonds”).

 

   

The Fund may invest up to 15% of its net assets in inverse floating rate securities.

 

   

The Fund will generally maintain an investment portfolio with an overall weighted average maturity of greater than 10 years.

The foregoing policies apply only at the time of any new investment.

Approving Changes in Investment Policies

The Board of Trustees of the Fund may change the policies described above without a shareholder vote. However, the Fund’s (i) investment objectives and (ii) policy of investing at least 80% of its Assets in municipal securities and other related investments, the income from which is exempt from regular federal and Virginia income taxes, may not be changed without the approval of the holders of a majority of the outstanding common shares and preferred shares voting together as a single class, and the approval of the holders of a majority of the outstanding preferred shares, voting separately as a single class. A “majority of the outstanding” shares means (i) 67% or more of the shares present at a meeting, if the holders of more than 50% of the shares are present or represented by proxy or (ii) more than 50% of the shares, whichever is less.

Portfolio Contents

The Fund generally invests in municipal securities. Municipal securities include municipal bonds, notes, securities issued to finance and refinance public projects, certificates of participation, variable rate demand obligations, lease obligations, municipal notes, pre-refunded municipal bonds, private activity bonds, securities issued by Tender Option Bond trusts (“TOB trusts”), including inverse floating rate securities, and other forms of municipal bonds and securities, and other related instruments that create exposure to municipal bonds, notes and securities that provide for the payment of interest income that is exempt from regular U.S. federal income tax and Virginia income tax.

Municipal securities are debt obligations generally issued by states, cities and local authorities and certain possessions and territories of the United States (such as Puerto Rico and Guam) to finance or refinance public purpose projects such as roads, schools, and water supply systems.

The municipal securities in which the Fund will invest are generally issued by the Commonwealth of Virginia, a municipality in Virginia, or a political subdivision or agency or instrumentality of such state or municipality, and pay interest that, in the opinion of bond counsel to the issuer (or on the basis of other authority believed by the Fund’s investment adviser to be reliable), is exempt from both regular federal income taxes and Virginia personal income tax, although the interest may be subject to the federal alternative minimum tax. Municipal securities are debt obligations generally issued by states, cities and local authorities and certain possessions and territories of the United States (such as Puerto Rico and Guam) to finance or refinance public purpose projects such as roads, schools, and water supply systems.

 

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Shareholder Update (continued)

 

The Fund may also invest in AMT Bonds. AMT Bonds may trigger adverse tax consequences for Fund shareholders who are subject to the federal alternative minimum tax.

The Fund may invest in municipal securities that represent lease obligations and certificates of participation in such leases. A municipal lease is an obligation in the form of a lease or installment purchase that is issued by a state or local government to acquire equipment and facilities. Income from such obligations generally is exempt from state and local taxes in the state of issuance. A certificate of participation represents an undivided interest in an unmanaged pool of municipal leases, an installment purchase agreement or other instruments. The certificates typically are issued by a municipal agency, a trust or other entity that has received an assignment of the payments to be made by the state or political subdivision under such leases or installment purchase agreements. Such certificates provide the Fund with the right to a pro rata undivided interest in the underlying municipal securities. In addition, such participations generally provide the Fund with the right to demand payment, on not more than seven days’ notice, of all or any part of the Fund’s participation interest in the underlying municipal securities, plus accrued interest.

The Fund may invest in municipal notes. Municipal securities in the form of notes generally are used to provide for short-term capital needs, in anticipation of an issuer’s receipt of other revenues or financing, and typically have maturities of up to three years. Such instruments may include tax anticipation notes, revenue anticipation notes, bond anticipation notes, tax and revenue anticipation notes and construction loan notes. Tax anticipation notes are issued to finance the working capital needs of governments. Generally, they are issued in anticipation of various tax revenues, such as income, sales, property, use and business taxes, and are payable from these specific future taxes. Revenue anticipation notes are issued in expectation of receipt of other kinds of revenue, such as federal revenues available under federal revenue sharing programs. Bond anticipation notes are issued to provide interim financing until long-term bond financing can be arranged. In most cases, the long-term bonds then provide the funds needed for repayment of the bond anticipation notes. Tax and revenue anticipation notes combine the funding sources of both tax anticipation notes and revenue anticipation notes. Construction loan notes are sold to provide construction financing. Mortgage notes insured by the Federal Housing Authority secure these notes; however, the proceeds from the insurance may be less than the economic equivalent of the payment of principal and interest on the mortgage note if there has been a default. The anticipated revenues from taxes, grants or bond financing generally secure the obligations of an issuer of municipal notes.

The Fund may invest in “tobacco settlement bonds.” Tobacco settlement bonds are municipal securities that are secured or payable solely from the collateralization of the proceeds from class action or other litigation against the tobacco industry.

The Fund may invest in pre-refunded municipal securities. The principal of and interest on pre-refunded municipal securities are no longer paid from the original revenue source for the securities. Instead, the source of such payments is typically an escrow fund consisting of U.S. government securities. The assets in the escrow fund are derived from the proceeds of refunding bonds issued by the same issuer as the pre-refunded municipal securities. Issuers of municipal securities use this advance refunding technique to obtain more favorable terms with respect to securities that are not yet subject to call or redemption by the issuer. For example, advance refunding enables an issuer to refinance debt at lower market interest rates, restructure debt to improve cash flow or eliminate restrictive covenants in the indenture or other governing instrument for the pre-refunded municipal securities. However, except for a change in the revenue source from which principal and interest payments are made, the pre-refunded municipal securities remain outstanding on their original terms until they mature or are redeemed by the issuer.

The Fund may invest in private activity bonds. Private activity bonds are issued by or on behalf of public authorities to obtain funds to provide privately operated housing facilities, airport, mass transit or port facilities, sewage disposal, solid waste disposal or hazardous waste treatment or disposal facilities and certain local facilities for water supply, gas or electricity. Other types of private activity bonds, the proceeds of which are used for the construction, equipment, repair or improvement of privately operated industrial or commercial facilities, may constitute municipal securities, although the current federal tax laws place substantial limitations on the size of such issues.

The Fund may invest in municipal securities issued by special taxing districts. Special taxing districts are organized to plan and finance infrastructure developments to induce residential, commercial and industrial growth and redevelopment. The bond financing methods such as tax increment finance, tax assessment, special services district and Mello-Roos bonds, are generally payable solely from taxes or other revenues attributable to the specific projects financed by the bonds without recourse to the credit or taxing power of related or overlapping municipalities.

The Fund may invest in zero coupon bonds. A zero coupon bond is a bond that typically does not pay interest for the entire life of the obligation or for an initial period after the issuance of the obligation.

The Fund may buy and sell securities on a when-issued or delayed delivery basis, making payment or taking delivery at a later date, normally within 15 to 45 days of the trade date.

The Fund may invest in inverse floating rate securities issued by a TOB trust, the interest rate on which varies inversely with the Securities Industry Financial Markets Association short-term rate, which resets weekly, or a similar short-term rate, and is reduced by the expenses related to the TOB trust. Typically, inverse floating rate securities represent beneficial interests in a special purpose trust (sometimes called a TOB trust) formed by a third party sponsor for the purpose of holding municipal bonds. Inverse floating rate securities may increase or decrease in value at a greater rate than the underlying interest rate on the municipal bond held by the TOB trust, which effectively leverages the Fund’s investment.

The Fund may invest in floating rate securities issued by special purpose trusts. Floating rate securities may take the form of short-term floating rate securities or the option period may be substantially longer. Generally, the interest rate earned will be based upon the market rates for municipal securities with maturities or remarketing provisions that are comparable in duration to the periodic interval of the tender option, which may vary from weekly, to monthly, to extended periods of one year or multiple years. Since the option feature has a shorter term than the final maturity or first call date of the underlying bond deposited in the trust, the Fund as the holder of the floating rate security relies upon the terms of the agreement with the financial institution furnishing the option as well as the credit strength of that institution. As further assurance of liquidity, the terms of the trust provide for a liquidation of the municipal security deposited in the trust and the application of the proceeds to pay off the floating rate security. The trusts that are organized to issue both short-term floating rate securities and inverse floaters generally include liquidation triggers to protect the investor in the floating rate security.

 

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The Fund may utilize structured notes and similar instruments for investment purposes and also for hedging purposes. Structured notes are privately negotiated debt obligations where the principal and/or interest is determined by reference to the performance of a benchmark asset, market or interest rate (an “embedded index”), such as selected securities, an index of securities or specified interest rates, or the differential performance of two assets or markets.

The Fund may invest in illiquid securities (i.e., securities that are not readily marketable), including, but not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws), securities that may be resold only pursuant to Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), and repurchase agreements with maturities in excess of seven days. Illiquid securities may also include securities legally restricted as to resale, such as securities issued pursuant to Section 4(a)(2) of the 1933 Act.

The Fund may enter into certain derivative instruments in pursuit of its investment objectives, including to seek to enhance return, to hedge certain risks of its investments in municipal securities or as a substitute for a position in the underlying asset. Such instruments include financial futures contracts, swap contracts (including interest rate swaps, credit default swaps and municipal market data rate locks (“MMD Rate Locks”)), options on financial futures, options on swap contracts or other derivative instruments.

The Fund may purchase and sell MMD Rate Locks. An MMD Rate Lock permits the Fund to lock in a specified municipal interest rate for a portion of its portfolio to preserve a return on a particular investment or a portion of its portfolio as a duration management technique or to protect against any increase in the price of securities to be purchased at a later date. By using an MMD Rate Lock, the Fund can create a synthetic long or short position, allowing the Fund to select what the manager believes is an attractive part of the yield curve. The Fund will ordinarily use these transactions as a hedge or for duration or risk management although it is permitted to enter into them to enhance income or gain or to increase the Fund’s yield, for example, during periods of steep interest rate yield curves (i.e., wide differences between short-term and long-term interest rates).

The Fund may also invest in securities of other open- or closed-end investment companies (including ETFs) that invest primarily in municipal securities of the types in which the Fund may invest directly, to the extent permitted by the Investment Company Act of 1940, as amended (the “1940 Act”), the rules and regulations issued thereunder and applicable exemptive orders issued by the Securities and Exchange Commission (“SEC”).

The Fund may invest in distressed securities but may not invest in the securities of an issuer which, at the time of investment, is in default on its obligations to pay principal or interest thereon when due or that is involved in a bankruptcy proceeding (i.e., rated below C-, at the time of investment); provided, however, that the Fund’s sub-adviser may determine that it is in the best interest of shareholders in pursuing a workout arrangement with issuers of defaulted securities to make loans to the defaulted issuer or another party, or purchase a debt, equity or other interest from the defaulted issuer or another party, or take other related or similar steps involving the investment of additional monies, but only if that issuer’s securities are already held by the Fund.

Use of Leverage

The Fund uses leverage to pursue its investment objectives. The Fund may source leverage through a number of methods. The Fund is limited by certain fundamental investment restrictions and may only issue senior securities that are preferred shares of beneficial interest (“Preferred Shares”), subject to certain exceptions. Additionally, the Fund may use certain derivatives and other financing investments that have the economic effect of leverage by creating additional investment exposures, such as investments in inverse floating rate securities and reverse repurchase agreements. The amount and sources of leverage will vary depending on market conditions.

Temporary Defensive Periods

During temporary defensive periods (e.g., times when, in the Fund’s investment adviser’s and/or the Fund’s sub-adviser’s opinion, temporary imbalances of supply and demand or other temporary dislocations in the tax-exempt bond market adversely affect the price at which intermediate-term municipal securities are available), the Fund may invest up to 100% of its net assets in cash or cash equivalents, short-term investments or municipal bonds and deviate from its investment policies including the Fund’s 80% names rule policy. Also, during these periods, the Fund may not achieve its investment objectives.

 

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PRINCIPAL RISKS OF THE FUNDS

The factors that are most likely to have a material effect on a particular Fund’s portfolio as a whole are called “principal risks.” Each Fund is subject to the principal risks indicated below, whether through direct investment or derivative positions. Each Fund may be subject to additional risks other than those identified and described below because the types of investments made by a Fund can change over time.

 

Risk     NMT       NMS       NOM        NPV   
Portfolio Level Risks                    
Alternative Minimum Tax Risk   X   X   X   X
Below Investment Grade Risk   X   X   X   X
Call Risk   X   X   X   X
Credit Risk   X   X   X   X
Credit Spread Risk   X   X   X   X
Deflation Risk   X   X   X   X
Derivatives Risk   X   X   X   X
Distressed or Distressed Securities Risk   X   X   X   X
Duration Risk   X   X   X   X
Economic Sector Risk   X   X   X   X
Financial Futures and Options Transactions Risk   X   X   X   X
Floating and Variable Rate Securities Risk   X   X   X   X
Hedging Risk   X   X   X   X
Income Risk   X   X   X   X
Inflation Risk   X   X   X   X
Insurance Risk   X   X   X   X
Interest Rate Risk   X   X   X   X
Inverse Floating Rate Securities Risk   X   X   X   X
Municipal Securities Risk   X   X   X   X
Municipal Securities Market Liquidity Risk   X   X   X   X
Municipal Securities Market Risk   X   X   X   X
Other Investment Companies Risk   X   X   X   X
Puerto Rico Municipal Securities Market Risk   X   X   X   X
Reinvestment Risk   X   X   X   X
Restricted and Illiquid Investments Risk   X   X   X   X
Special Considerations Related to Single State Concentration Risk   X   X   X   X
Special Risks Related to Certain Municipal Obligations   X   X   X   X
Structured Products Risk   X   X   X   X
Swap Transactions Risk   X   X   X   X
Tax Risk   X   X   X   X
Taxability Risk   X   X   X   X
Tobacco Settlement Bond Risk   X   X   X   X
Unrated Securities Risk   X   X   X   X
Valuation Risk   X   X   X   X
When-Issued and Delayed-Delivery Transactions   X   X   X   X
Zero Coupon Bonds Risk   X   X   X   X

 

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Risk     NMT       NMS       NOM        NPV   
Fund Level and Other Risks                    
Anti-Takeover Provisions   X   X   X   X
Counterparty Risk   X   X   X   X
Cybersecurity Risk   X   X   X   X
Economic and Political Events Risk   X   X   X   X
Fund Tax Risk   X   X   X   X
Global Economic Risk   X   X   X   X
Investment and Market Risk   X   X   X   X
Legislation and Regulatory Risk   X   X   X   X
Leverage Risk   X   X   X   X
Market Discount from Net Asset Value   X   X   X   X
Recent Market Conditions   X   X   X   X
Reverse Repurchase Agreement Risk   X   X   X   X

Portfolio Level Risks:

Alternative Minimum Tax Risk. The Fund may invest in AMT Bonds. Therefore, a portion of the Fund’s otherwise exempt-interest dividends may be taxable to those shareholders subject to the federal alternative minimum tax.

Below Investment Grade Risk. Municipal securities of below investment grade quality are regarded as having speculative characteristics with respect to the issuer’s capacity to pay dividends or interest and repay principal, and may be subject to higher price volatility and default risk than investment grade municipal securities of comparable terms and duration. Issuers of lower grade municipal securities may be highly leveraged and may not have available to them more traditional methods of financing. The prices of these lower grade securities are typically more sensitive to negative developments, such as a decline in the issuer’s revenues or a general economic downturn. The secondary market for lower rated municipal securities may not be as liquid as the secondary market for more highly rated municipal securities, a factor which may have an adverse effect on the Fund’s ability to dispose of a particular municipal security. If a below investment grade municipal security goes into default, or its issuer enters bankruptcy, it might be difficult to sell that security in a timely manner at a reasonable price.

Call Risk. The Fund may invest in municipal securities that are subject to call risk. Such municipal securities may be redeemed at the option of the issuer, or “called,” before their stated maturity or redemption date. In general, an issuer will call its instruments if they can be refinanced by issuing new instruments that bear a lower interest rate. The Fund is subject to the possibility that during periods of falling interest rates, an issuer will call its high yielding municipal securities. The Fund would then be forced to invest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income.

Credit Risk. Issuers of municipal securities in which the Fund may invest may default on their obligations, including to pay principal or interest when due. This non-payment would result in a reduction of income to the Fund, a reduction in the value of a municipal security experiencing non-payment and potentially a decrease in the net asset value (“NAV”) of the Fund. To the extent that the credit rating assigned to a municipal security in the Fund’s portfolio is downgraded, the market price and liquidity of such security may be adversely affected.

Credit Spread Risk. Credit spread risk is the risk that credit spreads (i.e., the difference in yield between securities that is due to differences in their credit quality) may increase when the market believes that municipal securities generally have a greater risk of default. Increasing credit spreads may reduce the market values of the Fund’s securities. Credit spreads often increase more for lower rated and unrated securities than for investment grade securities. In addition, when credit spreads increase, reductions in market value will generally be greater for longer-maturity securities.

Deflation Risk. Deflation risk is the risk that prices throughout the economy decline over time. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Fund’s portfolio.

Derivatives Risk. The use of derivatives involves additional risks and transaction costs which could leave the Fund in a worse position than if it had not used these instruments. Derivative instruments can be used to acquire or to transfer the risk and returns of a municipal security or other asset without buying or selling the municipal security or asset. These instruments may entail investment exposures that are greater than their cost would suggest. As a result, a small investment in derivatives can result in losses that greatly exceed the original investment. Derivatives can be highly volatile, illiquid and difficult to value. An over-the-counter derivative transaction between the Fund and a counterparty that is not cleared through a central counterparty also involves the risk that a loss may be sustained as a result of the failure of the counterparty to the contract to make required payments. The payment obligation for a cleared derivative transaction is guaranteed by a central counterparty, which exposes the Fund to the creditworthiness of the central counterparty. The use of certain derivatives involves leverage, which can cause the Fund’s portfolio to be more volatile than if the portfolio had not been leveraged. Leverage can significantly magnify the effect of price movements of the reference asset, disproportionately increasing the Fund’s losses and reducing the Fund’s opportunities for gains when the reference asset changes in unexpected ways. In some instances, such leverage could result in losses that exceed the original amount invested.

It is possible that regulatory or other developments in the derivatives market, including changes in government regulation, could adversely impact the Fund’s ability to invest in certain derivatives or successfully use derivative instruments.

 

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Distressed or Defaulted Securities Risk. Investments in “distressed” securities, meaning those whose issuers are experiencing financial difficulties or distress at the time of acquisition, present a substantial risk of future default. In the event distressed securities become defaulted securities or the Fund otherwise holds defaulted securities, the Fund may incur losses, including additional expenses, to the extent it is required to seek recovery upon a default in the payment of principal or interest on those securities. In any reorganization or liquidation proceeding relating to a portfolio investment, the Fund may lose its entire investment or may be required to accept cash or securities with a value less than its original investment. Defaulted or distressed securities may be subject to restrictions on resale.

Duration Risk. Duration is the sensitivity, expressed in years, of the price of a fixed-income security to changes in the general level of interest rates (or yields). Securities with longer durations tend to be more sensitive to interest rate (or yield) changes, which typically corresponds to increased volatility and risk, than securities with shorter durations. For example, if a security or portfolio has a duration of three years and interest rates increase by 1%, then the security or portfolio would decline in value by approximately 3%. Duration differs from maturity in that it considers potential changes to interest rates, and a security’s coupon payments, yield, price and par value and call features, in addition to the amount of time until the security matures. The duration of a security will be expected to change over time with changes in market factors and time to maturity.

Economic Sector Risk. The Fund may invest a significant amount of its total assets in municipal securities in the same economic sector. This may make the Fund more susceptible to adverse economic, political or regulatory occurrences affecting an economic sector making the Fund more vulnerable to unfavorable developments in that sector than funds that invest more broadly. As the percentage of the Fund’s Managed Assets invested in a particular sector increases, so does the potential for fluctuation in the value of the Fund’s assets. In addition, the Fund may invest a significant portion of its assets in certain sectors of the municipal securities market, such as health care facilities, private educational facilities, special taxing districts and start-up utility districts, and private activity bonds including industrial development bonds on behalf of transportation companies, whose credit quality and performance may be more susceptible to economic, business, political, regulatory and other developments than other sectors of municipal issuers. If the Fund invests a significant portion of its assets in one or more sectors, the Fund’s performance may be subject to additional risk and variability.

Financial Futures and Options Transactions Risk. The Fund may use certain transactions for hedging the portfolio’s exposure to credit risk and the risk of increases in interest rates, which could result in poorer overall performance for the Fund. There may be an imperfect correlation between price movements of the futures and options and price movements of the portfolio securities being hedged.

If the Fund engages in futures transactions or in the writing of options on futures, it will be required to maintain initial margin and maintenance margin and may be required to make daily variation margin payments in accordance with applicable rules of the exchanges and the Commodity Futures Trading Commission (“CFTC”). If the Fund purchases a financial futures contract or a call option or writes a put option in order to hedge the anticipated purchase of municipal securities, and if the Fund fails to complete the anticipated purchase transaction, the Fund may have a loss or a gain on the futures or options transaction that will not be offset by price movements in the municipal securities that were the subject of the anticipatory hedge. There can be no assurance that a liquid market will exist at a time when the Fund seeks to close out a derivatives or futures or a futures option position, and the Fund would remain obligated to meet margin requirements until the position is closed.

Floating and Variable Rate Securities Risk. Floating and variable rate securities provide for adjustment in the interest rate paid on the obligations. The terms of such obligations typically provide that interest rates are adjusted based upon an interest or market rate adjustment as provided in the respective obligations. The adjustment intervals may be regular, and range from daily up to annually, or may be event-based, such as based on a change in the prime rate. Because of the interest rate adjustment feature, floating and variable rate securities provide an investor with a certain degree of protection against rises in interest rates, although the investor will participate in any declines in interest rates as well. Generally, changes in interest rates will have a smaller effect on the market value of floating and variable rate securities than on the market value of comparable fixed-income obligations. Thus, investing in floating and variable rate securities generally allows less opportunity for capital appreciation and depreciation than investing in comparable fixed-income securities. Floating and variable rate securities may be subject to greater liquidity risk than other debt securities, meaning that there may be limitations on the Fund’s ability to sell the securities at any given time. Such securities also may lose value.

Hedging Risk. The Fund’s use of derivatives or other transactions to reduce risk involves costs and will be subject to the investment adviser’s and/or the sub-adviser’s ability to predict correctly changes in the relationships of such hedge instruments to the Fund’s portfolio holdings or other factors. No assurance can be given that the investment adviser’s and/or the sub-adviser’s judgment in this respect will be correct, and no assurance can be given that the Fund will enter into hedging or other transactions at times or under circumstances in which it may be advisable to do so. Hedging activities may reduce the Fund’s opportunities for gain by offsetting the positive effects of favorable price movements and may result in net losses.

Income Risk. The Fund’s level of current income could decline due to falling market interest rates. This is because, in a falling interest rate environment, the Fund generally will have to invest the proceeds from maturing portfolio securities in lower-yielding securities.

Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the common shares and distributions can decline. Currently, inflation rates are elevated relative to normal market conditions and could increase.

Insurance Risk. The Fund may purchase municipal securities that are secured by insurance, bank credit agreements or escrow accounts. The credit quality of the companies that provide such credit enhancements will affect the value of those securities. Certain significant providers of insurance for municipal securities have incurred significant losses as a result of exposure to sub-prime mortgages and other lower credit quality investments. As a result, such losses reduced the insurers’ capital and called into question their continued ability to perform their obligations under such insurance if they are called upon to do so in the future. While an insured municipal security will typically be deemed to have the rating of its insurer, if the insurer of a municipal security suffers a downgrade in its credit rating or the market discounts the value of the insurance provided by the insurer, the value of the municipal security would more closely, if not entirely, reflect such rating. In such a case, the value of insurance associated with a

 

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municipal security may not add any value. The insurance feature of a municipal security does not guarantee the full payment of principal and interest through the life of an insured obligation, the market value of the insured obligation or the NAV of the common shares represented by such insured obligation.

Interest Rate Risk. Interest rate risk is the risk that municipal securities in the Fund’s portfolio will decline in value because of changes in market interest rates. Generally, when market interest rates rise, the market value of such securities will fall, and vice versa. As interest rates decline, issuers of municipal securities may prepay principal earlier than scheduled, forcing the Fund to reinvest in lower-yielding securities and potentially reducing the Fund’s income. As interest rates increase, slower than expected principal payments may extend the average life of municipal securities, potentially locking in a below-market interest rate and reducing the Fund’s value. In typical market interest rate environments, the prices of longer-term municipal securities generally fluctuate more than prices of shorter-term municipal securities as interest rates change. If the Fund invests in floating rate securities, the market value of such securities may fall in a declining interest rate environment and may also fall in a rising interest rate environment if there is a lag between the rise in interest rates and the reset. A secondary risk associated with declining interest rates is the risk that income earned by the Fund on floating rate securities may decline due to lower coupon payments on floating-rate securities.

Inverse Floating Rate Securities Risk. In general, income on inverse floating rate securities will decrease when short-term interest rates increase and increase when short-term interest rates decrease. Investments in inverse floating rate securities may subject the Fund to the risks of reduced or eliminated interest payments and losses of principal. In addition, inverse floating rate securities may increase or decrease in value at a greater rate than the underlying interest rate, which effectively leverages the Fund’s investment. As a result, the market value of such securities generally will be more volatile than that of fixed rate securities.

The Fund may invest in inverse floating rate securities issued by special purpose trusts that have recourse to the Fund. In such instances, the Fund may be at risk of loss that exceeds its investment in the inverse floating rate securities.

The Fund may be required to sell its inverse floating rate securities at less than favorable prices, or liquidate other Fund portfolio holdings in certain circumstances, including, but not limited to, the following:

 

   

If the Fund has a need for cash and the securities in a special purpose trust are not actively trading due to adverse market conditions;

 

   

If special purpose trust sponsors (as a collective group or individually) experience financial hardship and consequently seek to terminate their respective outstanding special purpose trusts; and

 

   

If the value of an underlying security declines significantly and if additional collateral has not been posted by the Fund.

Municipal Securities Risk. The values of municipal securities may be adversely affected by local political and economic conditions and developments. Adverse conditions in an industry significant to a local economy could have a correspondingly adverse effect on the financial condition of local issuers. Other factors that could affect municipal securities include a change in the local, state, or national economy, a downgrade of a state’s credit rating or the rating of authorities or political subdivisions of the state, demographic factors, ecological or environmental concerns, inability or perceived inability of a government authority to collect sufficient tax or other revenues, statutory limitations on the issuer’s ability to increase taxes, and other developments generally affecting the revenue of issuers (for example, legislation or court decisions reducing state aid to local governments or mandating additional services). This risk would be heightened to the extent that the Fund invests a substantial portion of the below-investment grade quality portion of its portfolio in the bonds of similar projects (such as those relating to the education, health care, housing, transportation, or utilities industries), in industrial development bonds, or in particular types of municipal securities (such as general obligation bonds, municipal lease obligations, private activity bonds or moral obligation bonds) that are particularly exposed to specific types of adverse economic, business or political events. The value of municipal securities may also be adversely affected by rising health care costs, increasing unfunded pension liabilities, and by the phasing out of federal programs providing financial support. In recent periods, a number of municipal issuers have defaulted on obligations, been downgraded or commenced insolvency proceedings. Financial difficulties of municipal issuers may continue or get worse. In addition, the amount of public information available about municipal bonds is generally less than for certain corporate equities or bonds, meaning that the investment performance of the Fund may be more dependent on the analytical abilities of the Fund’s sub-adviser than funds that invest in stock or other corporate investments.

To the extent that a fund invests a significant portion of its assets in the securities of issuers located in a given state or U.S. territory, it will be disproportionally affected by political and economic conditions and developments in that state or territory and may involve greater risk than funds that invest in a larger universe of securities. In addition, economic, political or regulatory changes in that state or territory could adversely affect municipal securities issuers in that state or territory and therefore the value of a fund’s investment portfolio.

Municipal Securities Market Liquidity Risk. Inventories of municipal securities held by brokers and dealers have decreased in recent years, lessening their ability to make a market in these securities. This reduction in market making capacity has the potential to decrease the Fund’s ability to buy or sell municipal securities at attractive prices, and increase municipal security price volatility and trading costs, particularly during periods of economic or market stress. In addition, recent federal banking regulations may cause certain dealers to reduce their inventories of municipal securities, which may further decrease the Fund’s ability to buy or sell municipal securities. As a result, the Fund may be forced to accept a lower price to sell a security, to sell other securities to raise cash, or to give up an investment opportunity, any of which could have a negative effect on performance. If the Fund needed to sell large blocks of municipal securities to raise cash to meet its obligations, those sales could further reduce the municipal securities’ prices and hurt performance.

 

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Municipal Securities Market Risk. The amount of public information available about the municipal securities in the Fund’s portfolio is generally less than that for corporate equities or bonds, and the investment performance of the Fund may therefore be more dependent on the analytical abilities of the sub-adviser than if the Fund were a stock fund or taxable bond fund. The secondary market for municipal securities, particularly below investment grade municipal securities, also tends to be less well-developed or liquid than many other securities markets, which may adversely affect the Fund’s ability to sell its municipal securities at attractive prices.

Other Investment Companies Risk. Investing in an investment company exposes the Fund to all of the risks of that investment company’s investments. The Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies’ expenses, including advisory fees. These expenses are in addition to the direct expenses of the Fund’s own operations. As a result, the cost of investing in investment company shares may exceed the costs of investing directly in its underlying investments. In addition, securities of other investment companies may be leveraged. As a result, the Fund may be indirectly exposed to leverage through an investment in such securities and therefore magnify the Fund’s leverage risk.

With respect to ETF’s, an ETF that is based on a specific index may not be able to replicate and maintain exactly the composition and relative weighting of securities in the index. The value of an ETF based on a specific index is subject to change as the values of its respective component assets fluctuate according to market volatility. ETFs typically rely on a limited pool of authorized participants to create and redeem shares, and an active trading market for ETF shares may not develop or be maintained. The market value of shares of ETFs and closed-end funds may differ from their NAV.

Puerto Rico Municipal Securities Market Risk. To the extent that the Fund invests a significant portion of its assets in the securities issued by the Commonwealth of Puerto Rico or its political subdivisions, agencies, instrumentalities, or public corporations (collectively referred to as “Puerto Rico” or the “Commonwealth”), it will be disproportionally affected by political, social and economic conditions and developments in the Commonwealth. In addition, economic, political or regulatory changes in that territory could adversely affect the value of the Fund’s investment portfolio.

Puerto Rico currently is experiencing significant fiscal and economic challenges, including substantial debt service obligations, high levels of unemployment, underfunded public retirement systems, and persistent government budget deficits. These challenges may negatively affect the value of the Fund’s investments in Puerto Rican municipal securities. Several major ratings agencies have downgraded the general obligation debt of Puerto Rico to below investment grade and continue to maintain a negative outlook for this debt, which increases the likelihood that the rating will be lowered further. In both August 2015 and January 2016, Puerto Rico defaulted on its debt by failing to make full payment due on its outstanding bonds, and there can be no assurance that Puerto Rico will be able to satisfy its future debt obligations. Further downgrades or defaults may place additional strain on the Puerto Rico economy and may negatively affect the value, liquidity, and volatility of the Fund’s investments in Puerto Rican municipal securities. Additionally, numerous issuers have entered Title III of the Puerto Rico Oversite, Management and Economic Stability Act (“PROMESA”), which is similar to bankruptcy protection, through which the Commonwealth of Puerto Rico can restructure its debt. However, Puerto Rico’s case is the first ever heard under PROMESA and there is no existing case precedent to guide the proceedings. Accordingly, Puerto Rico’s debt restructuring process could take significantly longer than traditional municipal bankruptcy proceedings. Further, it is not clear whether a debt restructuring process will ultimately be approved or, if so, the extent to which it will apply to Puerto Rico municipal securities sold by an issuer other than the territory. A debt restructuring could reduce the principal amount due, the interest rate, the maturity, and other terms of Puerto Rico municipal securities, which could adversely affect the value of Puerto Rican municipal securities. Legislation, including PROMESA, that would allow Puerto Rico to restructure its municipal debt obligations, thus increasing the risk that Puerto Rico may never pay off municipal indebtedness, or may pay only a small fraction of the amount owed, could also impact the value of the Fund’s investments in Puerto Rican municipal securities.

These challenges and uncertainties have been exacerbated by Hurricanes Irma and Maria and the resulting natural disaster in Puerto Rico since 2017. In September 2017, Hurricanes Irma and Maria struck Puerto Rico, causing major damage across the Commonwealth, including damage to its water, power, and telecommunications infrastructure. The length of time needed to rebuild Puerto Rico’s infrastructure is unclear, but could amount to years, during which the commonwealth is likely to be in an uncertain economic state. The full extent of the natural disaster’s impact on Puerto Rico’s economy and foreign investment in Puerto Rico is difficult to estimate.

More recently, in late December 2019 and January 2020, a series of earthquakes hit Puerto Rico, including a magnitude 6.4 earthquake, the most powerful earthquake to hit the island in more than a century, causing an estimated $200 million in damage. In addition, in early 2020, as the population of Puerto Rico worked to recover from these natural disasters, the island was significantly impacted by Covid, resulting in the Commonwealth’s authorization of a $787 million relief package to fight the pandemic and its economic impacts. Any reduction in the Commonwealth’s, revenues as a result of the pandemic could have a negative ability on the Commonwealth to meet its debt service obligations, including with respect to debt held by the Fund. Puerto Rico’s political and economic conditions could have a negative impact on the liquidity or value of Puerto Rican municipal securities, and consequently may affect the Fund’s investments and its performance if the Fund invests a significant portion of its assets in Puerto Rican municipal securities.

Reinvestment Risk. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if and when the Fund invests the proceeds from matured, traded or called municipal securities at market interest rates that are below the portfolio’s current earnings rate. A decline in income could affect the common shares’ market price, NAV and/or a common shareholder’s overall returns.

Restricted and Illiquid Investments Risk. Illiquid investments are investments that are not readily marketable. These investments may include restricted investments, including Rule 144A securities, which cannot be resold to the public without an effective registration statement under the 1933 Act, or, if they are unregistered, may be sold only in a privately negotiated transaction or pursuant to an available exemption from registration. The Fund may not be able to readily dispose of such investments at prices that approximate those at which the Fund could sell such investments if they were more widely traded and, as a result of such illiquidity, the Fund may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. Limited liquidity can also affect the market price of investments, thereby adversely affecting the Fund’s NAV and ability to make dividend distributions. The financial markets in general have in recent years experienced periods of extreme secondary market

 

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supply and demand imbalance, resulting in a loss of liquidity during which market prices were suddenly and substantially below traditional measures of intrinsic value. During such periods, some investments could be sold only at arbitrary prices and with substantial losses. Periods of such market dislocation may occur again at any time.

Special Considerations Related to Single State Concentration Risk. Because the Fund primarily invests in municipal securities from a single state, the Fund is more susceptible to political, economic or regulatory factors affecting issuers of single state municipal securities. Information regarding the financial condition of the state is ordinarily included in various public documents issued thereby, such as the official statements prepared in connection with the issuance of general obligation bonds for the state.

Additionally, the states are party to numerous legal proceedings, many of which normally occur in governmental operations. The creditworthiness of obligations issued by local issuers of the state may be unrelated to the creditworthiness of obligations issued by the state, and that there is no obligation on the part of the state to make payment on such local obligations in the event of default.

Special Risks Related to Certain Municipal Obligations. Municipal leases and certificates of participation involve special risks not normally associated with general obligations or revenue bonds. Leases and installment purchase or conditional sale contracts (which normally provide for title to the leased asset to pass eventually to the governmental issuer) have evolved as a means for governmental issuers to acquire property and equipment without meeting the constitutional and statutory requirements for the issuance of debt. The debt issuance limitations are deemed to be inapplicable because of the inclusion in many leases or contracts of “non-appropriation” clauses that relieve the governmental issuer of any obligation to make future payments under the lease or contract unless money is appropriated for such purpose by the appropriate legislative body. In addition, such leases or contracts may be subject to the temporary abatement of payments in the event that the governmental issuer is prevented from maintaining occupancy of the leased premises or utilizing the leased equipment. Although the obligations may be secured by the leased equipment or facilities, the disposition of the property in the event of non-appropriation or foreclosure might prove difficult, time consuming and costly, and may result in a delay in recovering or the failure to fully recover the Fund’s original investment. In the event of non-appropriation, the issuer would be in default and taking ownership of the assets may be a remedy available to the Fund, although the Fund does not anticipate that such a remedy would normally be pursued.

Certificates of participation involve the same risks as the underlying municipal leases. In addition, the Fund may be dependent upon the municipal authority issuing the certificates of participation to exercise remedies with respect to the underlying securities. Certificates of participation also entail a risk of default or bankruptcy, both of the issuer of the municipal lease and also the municipal agency issuing the certificate of participation.

Structured Products Risk. In addition to the general risks associated with investments in debt securities, holders of structured products bear risks of the underlying investments, index or reference obligation (collectively, the “reference instrument”) and are subject to counterparty, valuation and liquidity risks. The Fund may have the right to receive payments to which it is entitled only from the structured product, and generally does not have direct rights against the issuer or the entity that sold assets to the special purpose trust. While certain structured products enable the investor to acquire interests in a pool of securities without the brokerage and other expenses associated with directly holding the same securities, investors in structured products generally pay their share of the structured product’s administrative and other expenses. When investing in structured products, it is impossible to predict whether the reference instrument will rise or fall, but prices of the reference instrument (and, therefore, the prices of structured products) will be influenced by the same types of political and economic events that affect particular issuers of securities and capital markets generally. Structured products may also be less liquid, more volatile and more difficult to price than other types of securities.

Swap Transactions Risk. Like most derivative instruments, the use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. In addition, the use of swaps requires an understanding by the investment adviser and/or the sub-adviser of not only the referenced asset, rate or index, but also of the swap itself. If the investment adviser and/ or the sub-adviser is incorrect in its forecasts of default risks, market spreads or other applicable factors or events, the investment performance of the Fund would diminish compared with what it would have been if these techniques were not used.

Tax Risk. The value of the Fund’s investments and its NAV may be adversely affected by changes in tax rates, rules and policies. Additionally, the Fund is not a suitable investment for individual retirement accounts, for other tax exempt or tax-deferred accounts, for investors who are not sensitive to the federal income tax consequences of their investments.

Taxability Risk. The Fund will invest in municipal securities in reliance at the time of purchase on an opinion of bond counsel to the issuer that the interest paid on those securities will be excludable from gross income for regular federal income tax purposes, and the sub-adviser will not independently verify that opinion. Subsequent to the Fund’s acquisition of such a municipal security, however, the security may be determined to pay, or to have paid, taxable income. As a result, the treatment of dividends previously paid or to be paid by the Fund as “exempt-interest dividends” could be adversely affected, subjecting the Fund’s shareholders to increased federal income tax liabilities. Certain other investments made by the Fund, including derivatives transactions, may result in the receipt of taxable income or gains by the Fund.

Tobacco Settlement Bond Risk. Tobacco settlement bonds are municipal securities that are backed solely by expected revenues to be derived from lawsuits involving tobacco related deaths and illnesses which were settled between certain states and American tobacco companies. Tobacco settlement bonds are secured by an issuing state’s proportionate share in the Master Settlement Agreement, an agreement between 46 states and nearly all of the U.S. tobacco manufacturers (the “MSA”). Under the terms of the MSA, the actual amount of future settlement payments by tobacco-manufacturers is dependent on many factors, including, among other things, reduced cigarette consumption. Payments made by tobacco manufacturers could be negatively impacted if the decrease in tobacco consumption is significantly greater than the forecasted decline.

Unrated Securities Risk. Unrated securities determined by the Fund’s investment adviser to be of comparable quality to rated investments which the Fund may purchase may pay a higher dividend or interest rate than such rated investments and be subject to a greater risk of illiquidity or price changes. Less public information is typically available about unrated investments or issuers than rated investments or issuers. Some unrated

 

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securities may not have an active trading market or may be difficult to value, which means the Fund might have difficulty selling them promptly at an acceptable price. To the extent that the Fund invests in unrated securities, the Fund’s ability to achieve its investment objectives will be more dependent on the investment adviser’s credit analysis than would be the case when the Fund invests in rated securities.

Valuation Risk. Certain securities in which the Fund invests typically are valued by a pricing service utilizing a range of market-based inputs and assumptions, including readily available market quotations obtained from broker-dealers making markets in such instruments, cash flows and transactions for comparable instruments. There is no assurance that the Fund will be able to sell a portfolio security at the price established by the pricing service, which could result in a loss to the Fund. Pricing services generally price securities assuming orderly transactions of an institutional “round lot” size, but some trades may occur in smaller, “odd lot” sizes, often at lower prices than institutional round lot trades. Different pricing services may incorporate different assumptions and inputs into their valuation methodologies, potentially resulting in different values for the same securities. As a result, if the Fund were to change pricing services, or if the Fund’s pricing service were to change its valuation methodology, there could be a material impact, either positive or negative, on the Fund’s NAV.

When-Issued and Delayed-Delivery Transactions Risk. When-issued and delayed-delivery transactions may involve an element of risk because no interest accrues on the securities prior to settlement and, because securities are subject to market fluctuations, the value of the securities at time of delivery may be less (or more) than their cost. A separate account of the Fund will be established with its custodian consisting of cash equivalents or liquid securities having a market value at all times at least equal to the amount of any delayed payment commitment.

Zero Coupon Bonds Risk. Because interest on zero coupon bonds is not paid on a current basis, the values of zero coupon bonds will be more volatile in response to interest rate changes than the values of bonds that distribute income regularly. Although zero coupon bonds generate income for accounting purposes, they do not produce cash flow, and thus the Fund could be forced to liquidate securities at an inopportune time in order to generate cash to distribute to shareholders as required by tax laws.

Fund Level and Other Risks:

Anti-Takeover Provisions. The Declaration of Trust and the Fund’s by-laws include provisions that could limit the ability of other entities or persons to acquire control of the Fund or convert the Fund to open-end status. These provisions could have the effect of depriving the Common Shareholders of opportunities to sell their Common Shares at a premium over the then-current market price of the Common Shares.

Counterparty Risk. Changes in the credit quality of the companies that serve as the Fund’s counterparties with respect to derivatives or other transactions supported by another party’s credit will affect the value of those instruments. Certain entities that have served as counterparties in the markets for these transactions have incurred or may incur in the future significant financial hardships including bankruptcy and losses as a result of exposure to sub-prime mortgages and other lower-quality credit investments. As a result, such hardships have reduced these entities’ capital and called into question their continued ability to perform their obligations under such transactions. By using such derivatives or other transactions, the Fund assumes the risk that its counterparties could experience similar financial hardships. In the event of the insolvency of a counterparty, the Fund may sustain losses or be unable to liquidate a derivatives position.

Cybersecurity Risk. The Fund and its service providers are susceptible to operational and information security risk resulting from cyber incidents. Cyber incidents refer to both intentional attacks and unintentional events including: processing errors, human errors, technical errors including computer glitches and system malfunctions, inadequate or failed internal or external processes, market-wide technical-related disruptions, unauthorized access to digital systems (through “hacking” or malicious software coding), computer viruses, and cyber-attacks which shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality (including denial of service attacks). Cyber incidents could adversely impact the Fund and cause the Fund to incur financial loss and expense, as well as face exposure to regulatory penalties, reputational damage, and additional compliance costs associated with corrective measures. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. Furthermore, the Fund cannot control the cybersecurity plans and systems put in place by its service providers or any other third parties whose operations may affect the Fund.

Economic and Political Events Risk. The Fund may be more sensitive to adverse economic, business or political developments if it invests a substantial portion of its assets in the municipal securities of similar projects (such as those relating to the education, health care, housing, transportation, or utilities industries), industrial development bonds, or in particular types of municipal securities (such as general obligation bonds, private activity bonds or moral obligation bonds). Such developments may adversely affect a specific industry or local political and economic conditions, and thus may lead to declines in the creditworthiness and value of such municipal securities.

Fund Tax Risk. The Fund has elected to be treated and intends to qualify each year as a Regulated Investment Company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). As a RIC, the Fund is not expected to be subject to U.S. federal income tax to the extent that it distributes its investment company taxable income and net capital gains. To qualify for the special tax treatment available to a RIC, the Fund must comply with certain investment, distribution, and diversification requirements. Under certain circumstances, the Fund may be forced to sell certain assets when it is not advantageous in order to meet these requirements, which may reduce the Fund’s overall return. If the Fund fails to meet any of these requirements, subject to the opportunity to cure such failures under applicable provisions of the Code, the Fund’s income would be subject to a double level of U.S. federal income tax. The Fund’s income, including its net capital gain, would first be subject to U.S. federal income tax at regular corporate rates, even if such income were distributed to shareholders and, second, all distributions by the Fund from earnings and profits, including distributions of net capital gain (if any), would be taxable to shareholders as dividends.

Global Economic Risk. National and regional economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country, region or market might adversely impact issuers in a different country, region or market. Changes in legal, political, regulatory, tax and economic conditions may cause fluctuations in markets and asset prices around the world, which could negatively impact the value of the Fund’s investments. Major economic or political disruptions, particularly in large economies, may have global negative economic and market repercussions. Additionally, instability in various countries, war, natural and environmental disasters, the spread of infectious illnesses or other public health emergencies, terrorist attacks in the United States and around the world, growing social and political discord in the United States, debt

 

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crises, the response of the international community—through economic sanctions and otherwise—to international events, further downgrade of U.S. government securities, changes in the U.S. president or political shifts in Congress, trade disputes and other similar events may adversely affect the global economy and the markets and issuers in which the Fund invests. These events could reduce consumer demand or economic output, result in market closure, travel restrictions or quarantines, and generally have a significant impact on the global economy. These events could also impair the information technology and other operational systems upon which the Fund’s service providers, including the Fund’s sub-adviser, rely, and could otherwise disrupt the ability of employees of the Fund’s service providers to perform essential tasks on behalf of the Fund.

The Fund does not know and cannot predict how long the securities markets may be affected by these events, and the future impact of these and similar events on the global economy and securities markets is uncertain. The Fund may be adversely affected by abrogation of international agreements and national laws which have created the market instruments in which the Fund may invest, failure of the designated national and international authorities to enforce compliance with the same laws and agreements, failure of local, national and international organizations to carry out the duties prescribed to them under the relevant agreements, revisions of these laws and agreements which dilute their effectiveness or conflicting interpretation of provisions of the same laws and agreements.

Governmental and quasi-governmental authorities and regulators throughout the world have in the past responded to major economic disruptions with a variety of significant fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs and dramatically lower interest rates. An unexpected or quick reversal of these policies, or the ineffectiveness of these policies, could increase volatility in securities markets, which could adversely affect the Fund’s investments.

Investment and Market Risk. An investment in common shares is subject to investment risk, including the possible loss of the entire principal amount that you invest. Common shares frequently trade at a discount to their NAV. An investment in common shares represents an indirect investment in the securities owned by the Fund. Common shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions.

Legislation and Regulatory Risk. At any time after the date of this report, legislation or additional regulations may be enacted that could negatively affect the assets of the Fund, securities held by the Fund or the issuers of such securities. Fund shareholders may incur increased costs resulting from such legislation or additional regulation. There can be no assurance that future legislation, regulation or deregulation will not have a material adverse effect on the Fund or will not impair the ability of the Fund to achieve its investment objectives.

Leverage Risk. The use of leverage creates special risks for common shareholders, including potential interest rate risks and the likelihood of greater volatility of NAV and market price of, and distributions on, the common shares. The use of leverage in a declining market will likely cause a greater decline in the Fund’s NAV, which may result at a greater decline of the common share price, than if the Fund were not to have used leverage.

Certain types of leverage may result in the Fund being subject to certain covenants, asset coverage or other portfolio composition limits by its lenders, debt or preferred securities purchasers, rating agencies that may rate the debt or preferred securities, or reverse repurchase counterparties. Such limitations may be more stringent than those imposed by the 1940 Act and may impact whether the Fund is able to maintain its desired amount of leverage. In addition, whenever the Fund incurs borrowings and/or preferred shares are outstanding, Common Shareholders will not be entitled to receive any cash distributions from the Fund unless all interest on such borrowings has been paid and all accumulated dividends on preferred shares have been paid, unless asset coverage (as defined in the 1940 Act) with respect to any borrowings would be at least 300% after giving effect to the distributions and asset coverage (as defined in the 1940 Act) with respect to preferred shares would be at least 200% after giving effect to the distributions.

The Fund will pay (and common shareholders will bear) any costs and expenses relating to the Fund’s use of leverage, which will result in a reduction in the Fund’s NAV. The investment adviser may, based on its assessment of market conditions and composition of the Fund’s holdings, increase or decrease the amount of leverage. Such changes may impact the Fund’s distributions and the price of the common shares in the secondary market. There is no assurance that the Fund’s use of leverage will be successful.

The Fund may seek to refinance its leverage over time, in the ordinary course, as current forms of leverage mature or it is otherwise desirable to refinance; however, the form that such leverage will take cannot be predicted at this time. If the Fund is unable to replace existing leverage on comparable terms, its costs of leverage will increase. Accordingly, there is no assurance that the use of leverage may result in a higher yield or return to common shareholders.

The amount of fees paid to the investment adviser and the sub-adviser for investment advisory services will be higher if the Fund uses leverage because the fees will be calculated based on the Fund’s Managed Assets - this may create an incentive for the investment adviser and the sub-adviser to leverage the Fund or increase the Fund’s leverage.

Market Discount from Net Asset Value. Shares of closed-end investment companies like the Fund frequently trade at prices lower than their NAV. This characteristic is a risk separate and distinct from the risk that the Fund’s NAV could decrease as a result of investment activities. Whether investors will realize gains or losses upon the sale of the common shares will depend not upon the Fund’s NAV but entirely upon whether the market price of the common shares at the time of sale is above or below the investor’s purchase price for the common shares. Furthermore, management may have difficulty meeting the Fund’s investment objectives and managing its portfolio when the underlying securities are redeemed or sold during periods of market turmoil and as investors’ perceptions regarding closed-end funds or their underlying investments change. Because the market price of the common shares will be determined by factors such as relative supply of and demand for the common shares in the market, general market and economic circumstances, and other factors beyond the control of the Fund, the Fund cannot predict whether the common shares will trade at, below or above NAV. The common shares are designed primarily for long-term investors, and you should not view the Fund as a vehicle for short-term trading purposes.

 

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Recent Market Conditions. Periods of unusually high financial market volatility and restrictive credit conditions, at times limited to a particular sector or geographic area, have occurred in the past and may be expected to recur in the future. Some countries, including the United States, have adopted or have signaled protectionist trade measures, including the imposition of tariffs, relaxation of the financial industry regulations that followed the financial crisis, and/or reductions to corporate taxes. The scope of these policy changes is still developing, but the equity and debt markets may react strongly to expectations of change, which could increase volatility, particularly if a resulting policy runs counter to the market’s expectations. The outcome of such changes cannot be foreseen at the present time. In addition, geopolitical and other risks, including environmental and public health risks, may add to instability in the world economy and markets generally. As a result of increasingly interconnected global economies and financial markets, the value and liquidity of the Fund’s investments may be negatively affected by events impacting a country or region, regardless of whether the Fund invests in issuers located in or with significant exposure to such country or region.

Ukraine has experienced ongoing military conflict, most recently in February 2022 when Russia invaded Ukraine; this conflict may expand and military attacks could occur elsewhere in Europe. Europe has also been struggling with mass migration from the Middle East and Africa. The ultimate effects of these events and other socio-political or geographical issues are not known but could profoundly affect global economies and markets.

Additionally, in October 2023 armed conflict broke out between Israel and the militant group Hamas after Hamas infiltrated Israel’s southern border from the Gaza Strip. Israel has since declared war against Hamas and this conflict has escalated into a greater regional conflict. The ultimate effects of these events and other socio-political or geographical issues are not known but could profoundly affect global economies and markets.

The ongoing trade war between China and the United States, including the imposition of tariffs by each country on the other country’s products, has created a tense political environment. These actions may trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of China’s export industry, which could have a negative impact on the Fund’s performance. U.S. companies that source material and goods from China and those that make large amounts of sales in China would be particularly vulnerable to an escalation of trade tensions. Uncertainty regarding the outcome of the trade tensions and the potential for a trade war could cause the U.S. dollar to decline against safe haven currencies, such as the Japanese yen and the euro. Events such as these and their consequences are difficult to predict and it is unclear whether further tariffs may be imposed or other escalating actions may be taken in the future. Beginning in early 2025, the United States also imposed tariffs on other countries, including Mexico and Canada. The possibility of additional tariffs being imposed or the outbreak of a trade war may adversely impact U.S. and international markets. Additionally, political uncertainty regarding U.S. policy, including the U.S. government’s approach to trade, may also impact the markets and the Fund’s performance.

The U.S. Federal Reserve (the “Fed”) has in the past sharply raised interest rates and has signaled an intention to continue to do so or to maintain relatively higher interest rates until current inflation levels re-align with the Fed’s long-term inflation target. Changing interest rate environments impact the various sectors of the economy in different ways. For example, in March 2023, the Federal Deposit Insurance Corporation (“FDIC”) was appointed receiver for each of Silicon Valley Bank and Signature Bank, the second- and third-largest bank failures in U.S. history, which failures may be attributable, in part, to rising interest rates. Bank failures may have a destabilizing impact on the broader banking industry or markets generally.

The impact of these developments in the near- and long-term is unknown and could have additional adverse effects on economies, financial markets and asset valuations around the world.

Reverse Repurchase Agreement Risk. A reverse repurchase agreement, in economic essence, constitutes a securitized borrowing by the Fund from the security purchaser. The Fund may enter into reverse repurchase agreements for the purpose of creating a leveraged investment exposure and, as such, their usage involves essentially the same risks associated with a leveraging strategy generally since the proceeds from these agreements may be invested in additional portfolio securities. Reverse repurchase agreements tend to be short-term in tenor, and there can be no assurances that the purchaser (lender) will commit to extend or “roll” a given agreement upon its agreed-upon repurchase date or an alternative purchaser can be identified on similar terms. Reverse repurchase agreements also involve the risk that the purchaser fails to return the securities as agreed upon, files for bankruptcy or becomes insolvent. The Fund may be restricted from taking normal portfolio actions during such time, could be subject to loss to the extent that the proceeds of the agreement are less than the value of securities subject to the agreement and may experience adverse tax consequences.

 

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EFFECTS OF LEVERAGE

The following table is furnished in response to requirements of the SEC. It is designed to illustrate the effects of leverage through the use of senior securities, as that term is defined under Section 18 of the 1940 Act, as well as certain other forms of leverage, such as reverse repurchase agreements and investments in inverse floating rate securities, on common share total return, assuming investment portfolio total returns (consisting of income and changes in the value of investments held in the Fund’s portfolio) of -10%, -5%, 0%, 5% and 10%. The table below reflects each Fund’s (i) continued use of leverage as of May 31, 2025 as a percentage of Managed Assets (including assets attributable to such leverage), (ii) the estimated annual effective interest expense rate payable by the Funds on such instruments (based on actual leverage costs incurred during the fiscal year ended May 31, 2025) as set forth in the table, and (iii) the annual return that the Fund’s portfolio must experience (net of expenses) in order to cover such costs of leverage based on such estimated annual effective interest expense rate. The information below does not reflect any Fund’s use of certain other forms of economic leverage achieved through the use of certain derivative instruments.

The numbers are merely estimates, used for illustration. The costs of leverage may vary frequently and may be significantly higher or lower than the estimated rate. The assumed investment portfolio returns in the table below are hypothetical figures and are not necessarily indicative of the investment portfolio returns experienced or expected to be experienced by the Funds. Your actual returns may be greater or less than those appearing below.

 

        NMT       NMS       NOM       NPV       

Estimated Leverage as a Percentage of Managed Assets (Including Assets Attributable to Leverage)

   42.00%   41.63%   42.01%   41.72%  

Estimated Annual Effective Leverage Expense Rate Payable by Fund on Leverage

   4.00%   4.24%   4.30%   4.12%  

Annual Return Fund Portfolio Must Experience (net of expenses) to Cover Estimated Annual Effective Interest Expense Rate on Leverage

   1.68%   1.77%   1.81%   1.72%  

Common Share Total Return for (10.00)% Assumed Portfolio Total Return

   (20.14)%   (20.16)%   (20.36)%   (20.11)%  

Common Share Total Return for (5.00)% Assumed Portfolio Total Return

   (11.52)%   (11.59)%   (11.74)%   (11.53)%  

Common Share Total Return for 0.00% Assumed Portfolio Total Return

   (2.90)%   (3.03)%   (3.12)%   (2.95)%  

Common Share Total Return for 5.00% Assumed Portfolio Total Return

   5.72%   5.54%   5.51%   5.63%  

Common Share Total Return for 10.00% Assumed Portfolio Total Return

   14.34%   14.11%   14.13%   14.21%    

Common Share total return is composed of two elements — the distributions paid by the Fund to holders of common shares (the amount of which is largely determined by the net investment income of the Fund after paying dividend payments on any preferred shares issued by the Fund and expenses on any forms of leverage outstanding) and gains or losses on the value of the securities and other instruments the Fund owns. As required by SEC rules, the table assumes that the Funds are more likely to suffer capital losses than to enjoy capital appreciation. For example, to assume a total return of 0%, the Fund must assume that the income it receives on its investments is entirely offset by losses in the value of those investments. This table reflects hypothetical performance of the Fund’s portfolio and not the actual performance of the Fund’s common shares, the value of which is determined by market forces and other factors. Should the Fund elect to add additional leverage to its portfolio, any benefits of such additional leverage cannot be fully achieved until the proceeds resulting from the use of such leverage have been received by the Fund and invested in accordance with the Fund’s investment objectives and policies. As noted above, the Fund’s willingness to use additional leverage, and the extent to which leverage is used at any time, will depend on many factors.

 

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DIVIDEND REINVESTMENT PLAN

Nuveen Closed-End Funds Automatic Reinvestment Plan

Your 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 NAV at the time of valuation, the Fund will issue new shares at the greater of the NAV or 95% of the then-current market price. If the shares are trading at less than NAV, shares for your account will be purchased on the open market. If Computershare Trust Company, N.A. (the “Plan Agent”) begins purchasing Fund shares on the open market while shares are trading below NAV, but the Fund’s shares subsequently trade at or above their NAV 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’ NAV 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 Dividend Reinvestment Plan (the “Plan”) participants. These commissions usually will be lower than those charged on individual transactions.

Flexible

You may change your distribution option or withdraw from the Plan at any time, should your needs or situation change. You can reinvest whether your shares are registered in your name, or in the name of a brokerage firm, bank, or other nominee. Ask your investment advisor if his or her firm will participate on your behalf. Participants whose shares are registered in the name of one firm may not be able to transfer the shares to another firm and continue to participate in the Plan. The Fund reserves the right to amend or terminate the Plan at any time. Although the Fund reserves the right to amend the Plan to include a service charge payable by the participants, there is no direct service charge to participants in the Plan at this time.

Call today to start reinvesting distributions

For more information on the Nuveen Automatic Reinvestment Plan or to enroll in or withdraw from the Plan, speak with your financial professional or call us at (800) 257-8787.

 

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CHANGES OCCURRING DURING THE FISCAL YEAR

The following information in this annual report is a summary of certain changes during the most recent fiscal year. This information may not reflect all of the changes that have occurred since you purchased shares of a Fund.

During the most recent fiscal year, there have been no changes required to be reported in connection with: (i) the Funds’ investment objectives and principal investment policies that have not been approved by shareholders, (ii) the principal risks of the Fund, (iii) the portfolio managers of the Funds; (iv) a Fund’s charter or by-laws that would delay or prevent a change of control of the Fund that have not been approved by shareholders except as follows:

Principal Risks

The following principal risks have been added for Nuveen Massachusetts Quality Municipal Income Fund (NMT), Nuveen Minnesota Quality Municipal Income Fund (NMS), Nuveen Missouri Quality Municipal Income Fund (NOM), and Nuveen Virginia Quality Municipal Income Fund (NPV):

Floating and Variable Rate Securities Risk. Floating and variable rate securities provide for adjustment in the interest rate paid on the obligations. The terms of such obligations typically provide that interest rates are adjusted based upon an interest or market rate adjustment as provided in the respective obligations. The adjustment intervals may be regular, and range from daily up to annually, or may be event-based, such as based on a change in the prime rate. Because of the interest rate adjustment feature, floating and variable rate securities provide an investor with a certain degree of protection against rises in interest rates, although the investor will participate in any declines in interest rates as well. Generally, changes in interest rates will have a smaller effect on the market value of floating and variable rate securities than on the market value of comparable fixed-income obligations. Thus, investing in floating and variable rate securities generally allows less opportunity for capital appreciation and depreciation than investing in comparable fixed-income securities. Floating and variable rate securities may be subject to greater liquidity risk than other debt securities, meaning that there may be limitations on the Fund’s ability to sell the securities at any given time. Such securities also may lose value.

Municipal Securities Risk. The values of municipal securities may be adversely affected by local political and economic conditions and developments. Adverse conditions in an industry significant to a local economy could have a correspondingly adverse effect on the financial condition of local issuers. Other factors that could affect municipal securities include a change in the local, state, or national economy, a downgrade of a state’s credit rating or the rating of authorities or political subdivisions of the state, demographic factors, ecological or environmental concerns, inability or perceived inability of a government authority to collect sufficient tax or other revenues, statutory limitations on the issuer’s ability to increase taxes, and other developments generally affecting the revenue of issuers (for example, legislation or court decisions reducing state aid to local governments or mandating additional services). This risk would be heightened to the extent that the Fund invests a substantial portion of the below-investment grade quality portion of its portfolio in the bonds of similar projects (such as those relating to the education, health care, housing, transportation, or utilities industries), in industrial development bonds, or in particular types of municipal securities (such as general obligation bonds, municipal lease obligations, private activity bonds or moral obligation bonds) that are particularly exposed to specific types of adverse economic, business or political events. The value of municipal securities may also be adversely affected by rising health care costs, increasing unfunded pension liabilities, and by the phasing out of federal programs providing financial support. In recent periods, a number of municipal issuers have defaulted on obligations, been downgraded or commenced insolvency proceedings. Financial difficulties of municipal issuers may continue or get worse. In addition, the amount of public information available about municipal bonds is generally less than for certain corporate equities or bonds, meaning that the investment performance of the Fund may be more dependent on the analytical abilities of the Fund’s sub-adviser than funds that invest in stock or other corporate investments.

To the extent that a fund invests a significant portion of its assets in the securities of issuers located in a given state or U.S. territory, it will be disproportionally affected by political and economic conditions and developments in that state or territory and may involve greater risk than funds that invest in a larger universe of securities. In addition, economic, political or regulatory changes in that state or territory could adversely affect municipal securities issuers in that state or territory and therefore the value of a fund’s investment portfolio.

 

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ADDITIONAL DISCLOSURES FOR CERTAIN FUNDS AS OF THE FISCAL YEAR ENDED MAY 31, 2025

This annual report includes additional disclosures for certain Funds that have, or intend to have, an effective shelf offering registration statement on file with the Securities and Exchange Commission (SEC) at the time this report was prepared. Refer to Note 6, Fund Shares of the Notes to Financial Statements for further details on the shelf offering program.

NUVEEN MASSACHUSETTS QUALITY MUNICIPAL INCOME FUND (NMT)

NUVEEN MINNESOTA QUALITY MUNICIPAL INCOME FUND (NMS)

NUVEEN VIRGINIA QUALITY MUNICIPAL INCOME FUND (NPV)

SUMMARY OF FUND EXPENSES

The purpose of the tables and the example below are to help you understand all fees and expenses that you, as a common shareholder, would bear directly or indirectly. The tables show the expenses of each Fund as a percentage of the average net assets applicable to Common Shares and not as a percentage of total assets or managed assets.

 

Shareholder Transaction Expenses      NMT       NMS       NPV  
Maximum Sales Charge (as a percentage of offering price) (1)    1.00%   1.00%   1.00%
Dividend Reinvestment Plan Fees (2)    $2.50   $2.50   $2.50

 

(1)

The maximum sales charge for offerings made at-the-market is 1.00%. If the Common Shares are sold to or through underwriters in an offering that is not made at-the-market, the applicable Prospectus Supplement will set forth any other applicable sales load and the estimated offering expenses. Fund shareholders will pay all offering expenses involved with an offering.

(2)

You will be charged a $2.50 service charge and pay brokerage charges if you direct Computershare Inc. and Computershare Trust Company, N.A., as agent for the common shareholders, to sell your Common Shares held in a dividend reinvestment account.

 

Annual Expenses (As a Percentage of Net Assets Attributable to Common Shares) (1)      NMT       NMS       NPV  
Management Fees    1.01%   1.02%   0.99%
Interest and Other Related Expenses (2)    2.68%   2.91%   2.78%
Other Expenses (3)    0.16%   0.23%   0.13%
Total Annual Expenses    3.85%   4.16%   3.90%

 

(1)

Stated as percentages of average net assets attributable to Common Shares for the fiscal year ended May 31, 2025.

(2)

Interest and Other Related Expenses reflect actual expenses and fees for leverage incurred by the Fund for the fiscal year ended May 31, 2025. The types of leverage used by the Fund during the fiscal year ended May 31, 2025 are described in the Fund Leverage and the Notes to Financial Statements sections of this annual report. Actual Interest and Other Related Expenses incurred in the future may be higher or lower. If short-term market interest rates rise in the future, and if the Fund continues to maintain leverage, the cost of which is tied to short-term interest rates, the Fund’s interest expenses on its short-term borrowings can be expected to rise in tandem. The Fund’s use of leverage will increase the amount of management fees paid to the Fund’s adviser and sub-advisor(s).

(3)

Other Expenses are based on estimated amounts for the current fiscal year. Expenses attributable to the Fund’s investments, if any, in other investment companies are currently estimated not to exceed 0.01%.

 

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Example

The following example illustrates the expenses, including the applicable transaction fees (referred to as the “Maximum Sales Charge” in the Shareholder Transaction Expenses table above), if any, that a common shareholder would pay on a $1,000 investment that is held for the time periods provided in the table. The example assumes that all dividends and other distributions are reinvested in the Fund and that the Fund’s Annual Expenses, as provided above, remain the same. The example also assumes a 5% annual return. Actual expenses may be greater or less than those assumed. Moreover, the Fund’s actual rate of return may be greater or less than the hypothetical 5% return shown in the example.

Example (At-the-Market Transaction)

The following example assumes a transaction fee of 1.00%, as a percentage of the offering price.

 

$                                           $                                           $                                           $                                          
      1 Year      3 Years      5 Years      10 Years  

NMT

     $48        $126        $206        $414  

NMS

     $51        $135        $220        $440  

NPV

     $49        $128        $208        $418  

The example should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown above.

 

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TRADING AND NET ASSET VALUE INFORMATION

The following table shows for the periods indicated: (i) the high and low sales prices for the Common Shares reported as of the end of the day on the NYSE, (ii) the corresponding NAV per share; and (iii) the premium/(discount) to NAV per share at which the Common Shares were trading as of such date.

 

$                          $                          $                          $                          $                          $                         
NMT    Closing Market Price per
Common Share
     NAV per Common Share on Date
of Market Price
     Premium/(Discount) on Date of
Market Price
 
Fiscal Quarter End    High      Low      High      Low      High      Low  
May 2025      $12.17        $11.08        $10.97        $11.09        10.94%        (0.09)%  
February 2025      $11.92        $11.30        $11.86        $11.82        0.51%        (4.40)%  
November 2024      $11.91        $11.36        $12.09        $12.35        (1.49)%        (8.02)%  
August 2024      $11.41        $10.58        $12.32        $12.02        (7.39)%        (11.98)%  
May 2024      $10.92        $10.44        $12.34        $12.07        (11.51)%        (13.50)%  
February 2024      $10.75        $10.29        $12.56        $12.21        (14.41)%        (15.72)%  
November 2023      $10.25        $9.12        $12.12        $11.04        (15.43)%        (17.39)%  
August 2023      $10.60        $10.05        $12.33        $11.86        (14.03)%        (15.26)%  

 

$                          $                          $                          $                          $                          $                         
NMS    Closing Market Price per
Common Share
     NAV per Common Share on Date
of Market Price
     Premium/(Discount) on Date
of Market Price
 
Fiscal Quarter End    High      Low      High      Low      High      Low  
May 2025      $12.47        $11.38        $12.46        $11.53        0.08%        (1.30)%  
February 2025      $13.29        $12.22        $12.81        $12.36        3.75%        (1.13)%  
November 2024      $13.62        $12.76        $12.93        $12.89        5.34%        (1.01)%  
August 2024      $12.92        $10.80        $12.79        $12.44        1.02%        (13.18)%  
May 2024      $11.35        $10.74        $12.83        $12.42        (11.54)%        (13.53)%  
February 2024      $11.25        $10.85        $12.83        $12.56        (12.31)%        (13.61)%  
November 2023      $10.69        $9.22        $12.47        $11.14        (14.27)%        (17.24)%  
August 2023      $11.30        $10.53        $12.73        $12.28        (11.23)%        (14.25)%  

 

$                          $                          $                          $                          $                          $                         
NPV    Closing Market Price per
Common Share
     NAV per Common Share on Date
of Market Price
     Premium/(Discount) on Date
of Market Price
 
Fiscal Quarter End    High      Low      High      Low      High      Low  
May 2025      $12.61        $10.82        $12.21        $11.02        3.28%        (1.81)%  
February 2025      $13.62        $12.32        $12.43        $12.04        9.57%        2.33%  
November 2024      $13.37        $11.92        $12.34        $12.54        8.35%        (4.94)%  
August 2024      $11.95        $10.54        $12.58        $12.16        (5.01)%        (13.32)%  
May 2024      $11.17        $10.48        $12.71        $12.15        (12.12)%        (13.74)%  
February 2024      $11.10        $10.57        $12.72        $12.33        (12.74)%        (14.27)%  
November 2023      $10.58        $9.00        $11.85        $10.84        (10.72)%        (16.97)%  
August 2023      $10.96        $10.42        $12.31        $11.97        (10.97)%        (12.95)%  

 

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The following table shows, as of May 31, 2025 each Fund’s: (i) NAV per Common Share, (ii) market price, (iii) percentage of premium/(discount) to NAV per Common Share and, (iv) net assets attributable to Common Shares.

 

May 31, 2025    NMT      NMS      NPV  
NAV per Common Share      $10.95        $11.53        $11.12  
Market Price      $12.09        $11.38        $11.14  
Percentage of Premium/(Discount) to NAV per Common Share      10.41%        (1.30)%        0.18%  
Net Assets Attributable to Common Shares      $102,179,753          $69,838,203          $205,263,045  

Shares of closed-end investment companies, including those of the Funds, may frequently trade at prices lower than NAV, the Funds’ Board of Trustees (Board) has currently determined that, at least annually, it will consider action that might be taken to reduce or eliminate any material discount from NAV in respect of Common Shares, which may include the repurchase of such shares in the open market or in private transactions, the making of a tender offer for such shares at NAV, or the conversion of the Fund to an open-end investment company. The Funds cannot assure you that their Board will decide to take any of these actions, or that share repurchases or tender offers will actually reduce market discount.

SENIOR SECURITIES

The following table sets forth information regarding each Fund’s outstanding senior securities as of the end of each of the Fund’s last ten fiscal years, as applicable. Each Fund’s senior securities during this time period are comprised of borrowings that constitute “senior securities” as defined in the Investment Company Act of 1940, as amended (1940 Act). The information in this table as of and for the fiscal year ended 2025 has been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm. Fiscal years ended 2024 through 2016 were audited by other auditors. The Funds’ audited financial statements, including the report of PricewaterhouseCoopers LLP thereon, and accompanying notes thereto, are included in this Annual Report.

NMT

 

      Variable Rate MuniFund Term Preferred
(VMTP) Shares at the End of Period
     Variable Rate Demand Preferred
(VRDP) Shares at the End of Period
 
Year Ended 5/31:   

Aggregate
Amount
Outstanding

(000) (1)

    

Asset

Coverage

Per

$100,000 Share (2)

    

Aggregate
Amount
Outstanding

(000) (1)

    

Asset

Coverage

Per

$100,000 Share

(2)

 
2025      $ 0        $ 0        $ 74,000        $ 238,081  
2024      $ 0        $ 0        $ 74,000        $ 251,489  
2023      $ 0        $ 0        $ 74,000        $ 252,784  
2022      $ 0        $ 0        $ 74,000        $ 262,694  
2021      $ 0        $ 0        $ 74,000        $ 293,573  
2020      $ 0        $ 0        $ 74,000        $ 284,556  
2019      $ 0        $ 0        $ 74,000        $ 285,515  
2018      $ 0        $ 0        $ 74,000        $ 280,362  
2017      $ 0        $ 0        $ 74,000        $ 285,999  
2016      $ 74,000        $ 293,776        $ 0        $ 0  

 

(1)

Aggregate Amount Outstanding: Aggregate amount outstanding represents the principal amount outstanding or liquidation preference, if applicable, as of the end of the relevant fiscal year and does not include any preferred shares noticed for redemption as noted on the Statement of Assets and Liabilities, if applicable.

(2)

Asset Coverage Per $100,000: Asset coverage per $100,000 is calculated by subtracting the Fund’s liabilities and indebtedness not represented by senior securities from the Fund’s total assets, dividing the result by the aggregate amount of the Fund’s senior securities representing indebtedness then outstanding (if applicable), plus the aggregate of the involuntary liquidation preference of the outstanding preferred shares, if applicable, and multiplying the result by 100,000. For purpose of asset coverage above, senior securities consist of preferred shares or borrowings of a Fund and does not include derivative transactions and other investments that have the economic effect of leverage such as reverse repurchase agreements and tender option bonds. If the leverage effects of such investments were included, the asset coverage amounts presented would be lower.

 

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Shareholder Update (continued)

 

NMS

 

     

Adjustable Rate MuniFund Term

Preferred (AMTP) Shares at the End of
Period

    

Variable Rate MuniFund Term

Preferred (VMTP) Shares at the End of
Period

 
Year Ended 5/31:   

Aggregate
Amount
Outstanding

(000) (1)

    

Asset

Coverage

Per

$100,000 Share (2)

    

Aggregate
Amount
Outstanding

(000) (1)

    

Asset

Coverage

Per

$100,000 Share

(2)

 
2025      $ 49,800        $ 240,237        $ 0        $ 0  
2024      $ 49,800        $ 244,565        $ 0        $ 0  
2023      $ 49,800        $ 246,603        $ 0        $ 0  
2022      $ 52,800        $ 249,590        $ 0        $ 0  
2021      $ 52,800        $ 271,041        $ 0        $ 0  
2020      $ 52,800        $ 262,204        $ 0        $ 0  
2019      $ 52,800        $ 266,310        $ 0        $ 0  
2018      $ 0        $ 0        $ 52,800        $ 261,111  
2017      $ 0        $ 0        $ 52,800        $ 260,466  
2016      $ 0        $ 0        $ 44,100        $ 299,415  

 

(1)

Aggregate Amount Outstanding: Aggregate amount outstanding represents the principal amount outstanding or liquidation preference, if applicable, as of the end of the relevant fiscal year and does not include any preferred shares noticed for redemption as noted on the Statement of Assets and Liabilities, if applicable.

(2)

Asset Coverage Per $100,000: Asset coverage per $100,000 is calculated by subtracting the Fund’s liabilities and indebtedness not represented by senior securities from the Fund’s total assets, dividing the result by the aggregate amount of the Fund’s senior securities representing indebtedness then outstanding (if applicable), plus the aggregate of the involuntary liquidation preference of the outstanding preferred shares, if applicable, and multiplying the result by 100,000. For purpose of asset coverage above, senior securities consist of preferred shares or borrowings of a Fund and does not include derivative transactions and other investments that have the economic effect of leverage such as reverse repurchase agreements and tender option bonds. If the leverage effects of such investments were included, the asset coverage amounts presented would be lower.

NPV

 

     

Variable Rate Demand Preferred (VRDP) Shares at the

End of Period

 
Year Ended 5/31:   

Aggregate Amount Outstanding

(000) (1)

    

Asset Coverage Per $100,000 Share

(2)

 
2025      $ 128,000        $ 260,362  
2024      $ 128,000        $ 270,339  
2023      $ 128,000        $ 271,196  
2022      $ 128,000        $ 285,533  
2021      $ 128,000        $ 316,409  
2020      $ 128,000        $ 302,608  
2019      $ 128,000        $ 304,845  
2018      $ 128,000        $ 298,574  
2017      $ 128,000        $ 302,993  
2016      $ 128,000        $ 310,125  

 

(1)

Aggregate Amount Outstanding: Aggregate amount outstanding represents the principal amount outstanding or liquidation preference, if applicable, as of the end of the relevant fiscal year and does not include any preferred shares noticed for redemption as noted on the Statement of Assets and Liabilities, if applicable.

 

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(2)

Asset Coverage Per $100,000: Asset coverage per $100,000 is calculated by subtracting the Fund’s liabilities and indebtedness not represented by senior securities from the Fund’s total assets, dividing the result by the aggregate amount of the Fund’s senior securities representing indebtedness then outstanding (if applicable), plus the aggregate of the involuntary liquidation preference of the outstanding preferred shares, if applicable, and multiplying the result by 100,000. For purpose of asset coverage above, senior securities consist of preferred shares or borrowings of a Fund and does not include derivative transactions and other investments that have the economic effect of leverage such as reverse repurchase agreements and tender option bonds. If the leverage effects of such investments were included, the asset coverage amounts presented would be lower.

UNRESOLVED STAFF COMMENTS

Each Fund believes that there are no material unresolved written comments, received 180 days or more before May 31, 2025, from the Staff of the Securities and Exchange Commission (SEC) regarding any of its periodic or current reports under the Securities Exchange Act or Investment Company Act of 1940, or its registration statement.

 

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Important Tax Information

 

(Unaudited)

As required by the Internal Revenue Code and Treasury Regulations, certain tax information, as detailed below, must be provided to shareholders. Shareholders are advised to consult their tax advisor with respect to the tax implications of their investment. The amounts listed below may differ from the actual amounts reported on Form 1099-DIV, which will be sent to shareholders shortly after calendar year end.

Long-Term Capital Gains

As of year end, each Fund designates the following distribution amounts, or maximum amount allowable, as being from net long-term capital gains pursuant to Section 852(b)(3) of the Internal Revenue Code:

 

Fund    Net Long-Term
Capital Gains
 

NMT

     $—  

NMS

      

NOM

      

NPV

      

 

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Shareholder Meeting Report

 

(Unaudited)

The annual meeting of shareholders for NMS, NOM and NPV was held on April 17, 2025; at this meeting the shareholders were asked to elect Board Members.

 

      NMS      NOM      NPV  
     

Common and

Preferred
shares voting

together

as a class

    

Preferred
shares voting

together

as a class

    

Common and

Preferred
shares voting

together

as a class

    

Preferred
shares voting

together

as a class

    

Common and

Preferred
shares voting

together

as a class

    

Preferred
shares voting

together

as a class

 

Approval of the Board Members was reached as follows:

 

Michael A. Forrester

                 

For

     4,237,180               1,871,162               13,767,332         

Withhold

     49,084               105,273               232,538         

Total

     4,286,264               1,976,435               13,999,870         

Thomas J. Kenny

                 

For

     4,230,130               1,871,162               13,821,617         

Withhold

     56,134               105,273               178,253         

Total

     4,286,264               1,976,435               13,999,870         

Robert L. Young

                 

For

     4,230,630               1,871,162               13,823,053         

Withhold

     55,634               105,273               176,817         

Total

     4,286,264               1,976,435               13,999,870         

Albin F. Moschner

                 

For

            498               180               1,280  

Withhold

                                         

Total

            498               180               1,280  

Margaret L. Wolff

                 

For

            498               180               1,280  

Withhold

                                         

Total

            498               180               1,280  

 

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Additional Fund Information

 

(Unaudited)

 

Board of Trustees                  
Joseph A. Boateng    Michael A. Forrester    Thomas J. Kenny    Amy B.R. Lancellotta    Joanne T. Medero    Albin F. Moschner    John K. Nelson
Loren M. Starr    Matthew Thornton III    Terence J. Toth    Margaret L. Wolff    Robert L. Young      

 

 

 

Investment Adviser    Custodian    Legal Counsel    Independent Registered    Transfer Agent and
Nuveen Fund Advisors, LLC    State Street Bank    Chapman and Cutler    Public Accounting Firm    Shareholder Services
333 West Wacker Drive    & Trust Company    LLP    PricewaterhouseCoopers    Computershare Trust Company,
Chicago, IL 60606    One Congress Street    Chicago, IL 60606    LLP    N.A.
   Suite 1       One North Wacker Drive    150 Royall Street
   Boston, MA 02114-2016       Chicago, IL 60606    Canton, MA 02021
            (800) 257-8787

 

 

Portfolio of Investments Information Each Fund is required to file its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT. You may obtain this information on the SEC’s website at http://www.sec.gov.

 

 

Nuveen Funds’ Proxy Voting Information You may obtain (i) information regarding how each fund voted proxies relating to portfolio securities held during the most recent twelve-month period ended June 30, without charge, upon request, by calling Nuveen toll-free at (800) 257-8787 or on Nuveen’s website at www.nuveen.com and (ii) a description of the policies and procedures that each fund used to determine how to vote proxies relating to portfolio securities without charge, upon request, by calling Nuveen toll-free at (800) 257-8787. You may also obtain this information directly from the SEC. Visit the SEC on-line at http://www.sec.gov.

 

 

CEO Certification Disclosure The 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.

 

     NMT           NMS           NOM           NPV  
Common shares repurchased      0        0        0        0  

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.

 

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Table of Contents

Glossary of Terms Used in this Report

(Unaudited)

 

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 offer price and reinvested dividends and capital gains distributions, if any) over the time period being considered.

Effective Leverage: Effective leverage is a fund’s effective economic leverage, and includes both regulatory leverage (see leverage) and the leverage effects of certain derivative investments in the fund’s portfolio. Currently, the leverage effects of Tender Option Bond (TOB) inverse floater holdings are included in effective leverage values, in addition to any regulatory leverage.

Escrowed to Maturity Bond: When proceeds of a refunding issue are deposited in an escrow account for investment in an amount sufficient to pay the principal and interest on the issue being refunded. In some cases, though, an issuer may expressly reserve its right to exercise an early call of bonds that have been escrowed to maturity.

Inverse Floating Rate Securities: Inverse floating rate securities, are the residual interest in a tender option bond (TOB) trust, sometimes referred to as “inverse floaters”, are created by depositing a municipal bond, typically with a fixed interest rate, into a special purpose trust. This trust, in turn, (a) issues floating rate certificates typically paying short-term tax-exempt interest rates to third parties in amounts equal to some fraction of the deposited bond’s par amount or market value, and (b) issues an inverse floating rate certificate (sometimes referred to as an “inverse floater”) to an investor (such as a Fund) interested in gaining investment exposure to a long-term municipal bond. The income received by the holder of the inverse floater varies inversely with the short-term rate paid to the floating rate certificates’ holders, and in most circumstances the holder of the inverse floater bears substantially all of the underlying bond’s downside investment risk. The holder of the inverse floater typically also benefits disproportionately from any potential appreciation of the underlying bond’s value. Hence, an inverse floater essentially represents an investment in the underlying bond on a leveraged basis.

Leverage: Leverage is created whenever a fund has investment exposure (both reward and/or risk) equivalent to more than 100% of the investment capital.

Net Asset Value (NAV) Per Share: A fund’s Net Assets is equal to its total assets (securities, cash, accrued earnings and receivables) less its total liabilities. NAV per share is equal to the fund’s Net Assets divided by its number of shares outstanding.

Pre-Refunded Bond/Pre-Refunding: Pre-Refunded Bond/Pre-Refunding, also known as advanced refundings or refinancing, 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.

Tax Obligation/General Bonds: Bonds backed by the general revenues of an issuer, including taxes, where the issuer has the ability to increase taxes by an unlimited amount to pay the bonds back.

Tax Obligation/Limited Bonds: Bonds backed by the general revenues of an issuer, including taxes, where the issuer doesn’t have the ability to increase taxes by an unlimited amount to pay the bonds back.

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.

 

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Statement Regarding Basis for Approval of Investment Advisory Contract

(Unaudited)

 

Nuveen Massachusetts Quality Municipal Income Fund

Nuveen Minnesota Quality Municipal Income Fund

Nuveen Missouri Quality Municipal Income Fund

Nuveen Virginia Quality Municipal Income Fund

The Approval Process

At meetings held on April 28 and 29, 2025 (the “Meeting”), the Boards of Directors or Trustees (as the case may be) of the group of funds advised by Nuveen Fund Advisors, LLC (“NFAL” or the “Adviser”), including the Funds (as defined below), and the group of funds advised by Teachers Advisors, LLC (“TAL” and all such funds, collectively, the “Nuveen funds” or the “funds”) approved the renewal of the investment management agreements (each, an “Investment Management Agreement”) with NFAL and TAL, respectively. TAL and NFAL are affiliates as NFAL is a subsidiary of Nuveen, LLC, the investment arm of Teachers Insurance and Annuity Association of America (“TIAA”), and TAL is an indirect wholly owned subsidiary of TIAA. The Boards of Trustees of the Funds also approved the renewal of the sub-advisory agreements (each, a “Sub-Advisory Agreement”) with Nuveen Asset Management, LLC (the “Sub-Adviser”). The Sub-Adviser is also an affiliate of the Adviser.

The Boards of Directors or Trustees of the Nuveen funds are each a “Board” or collectively the “Board” (as the context may dictate) and the directors or trustees (as the case may be) are each a “Board Member.” The Board Members of each Board are not “interested persons” (as defined under the Investment Company Act of 1940 (the “1940 Act”)) and, therefore, each Board is deemed to be comprised of all disinterested Board Members. References to a Board and the Board Members are interchangeable.

In accordance with applicable law, following up to an initial two-year period, the Board of each Fund considers the renewal of each Investment Management Agreement and Sub-Advisory Agreement on behalf of the Fund on an annual basis. The Investment Management Agreements and Sub-Advisory Agreements are collectively referred to as the “Advisory Agreements,” and the Adviser and the Sub-Adviser are collectively the “Fund Advisers” and each a “Fund Adviser.” Below is a summary of the annual review process the Board undertook related to its most recent renewal of the Advisory Agreements with respect to each Nuveen fund covered by this report (each, a “Fund” and, collectively, the “Funds”).

To reach their determination, the Board Members considered the review of the Advisory Agreements to be an ongoing process. The Board Members employed the accumulated information, knowledge and experience they had gained during their tenure as disinterested Board Members on the respective Board of the Nuveen funds and its committees in overseeing the applicable funds and working with the respective investment advisers and sub-advisers in their review of the advisory agreements for the fund complex. The Board and/or its committees meet regularly throughout the year and at these meetings, the Board Members received materials and discussed information covering a wide range of topics pertinent to the annual consideration of the renewal of the Advisory Agreements. Such topics include, but are not limited to, the investment performance of the funds over various periods; investment oversight matters; economic, market and regulatory developments; any significant organizational or other developments impacting a Fund Adviser and its strategic plans for its business; product initiatives for various funds; fund expenses; compliance, regulatory and risk management matters; trading practices; the derivatives risk management program; management of distributions; valuation of securities; payments to financial intermediaries; securities lending (as applicable); and closed-end fund market activity, capital management initiatives, institutional ownership, management of leverage financing, the secondary market trading of the closed-end funds and any actions taken to address market discounts to net asset value. The Board also seeks to meet at its regular quarterly meetings with members of senior management to discuss various topics, including market conditions, industry developments and any significant developments or strategic plans for the Fund Advisers, if any.

To help with the review of performance, the Board and/or its committees periodically received and discussed presentations from member(s) of investment teams throughout the year, culminating in an annual performance review of the Nuveen funds at the Board’s meeting held on February 25-26, 2025 (the “February Meeting”). The presentations, discussions and meetings during the year provide a means for the Board Members to evaluate and consider the level, breadth and quality of services provided by the Fund Advisers and any changes to such services over time in light of new or modified regulatory requirements, changes to market conditions or other factors.

In addition to the materials and discussions that occurred at prior meetings, the Board, through its independent legal counsel, requested and received extensive materials and information prepared specifically for its review of the Advisory Agreements. During the year, management worked with an ad hoc committee established by the Board to help enhance and streamline the materials provided in connection with the annual review of the Advisory Agreements. The materials provided at the Meeting and/or prior meetings covered a wide range of matters including, but not limited to, a description of the nature, extent and quality of services provided by the Fund Advisers; a review of the Sub-Adviser and applicable investment team; an analysis of fund performance with a focus on funds considered to have met certain challenged performance measurements; an analysis of the fees and expense ratios of the Nuveen funds with a focus on funds considered to have certain expense characteristics; a list of management fee and sub-advisory fee schedules; an analysis of advisory fees compared to fees assessed to other types of clients; a description of portfolio manager compensation; certain profitability and/or financial data; and a description of indirect benefits received by the Fund Advisers as a result of their relationships with the Nuveen funds. The Board also considered information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, comparing fee and expense levels of each respective Fund to those of a peer universe.

 

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The information prepared specifically for the annual review supplemented the information provided to the Board and its committees and the evaluations of the Nuveen funds by the Board and its committees during the year. The Board’s review of the Advisory Agreements is based on all the information provided to the Board and its committees over time. The performance, fee and expense data and other information provided by a Fund Adviser, Broadridge or other service providers were not independently verified by the Board Members.

As part of their review, the Board Members and independent legal counsel met in executive session on April 9, 2025 to review and discuss materials provided in connection with their annual review of the Advisory Agreements. After reviewing this information, the Board Members requested, directly or through independent legal counsel, additional information, and the Board subsequently reviewed and discussed the responses to these follow-up questions and requests. The Board Members and independent legal counsel met again in executive session on April 17, 2025 (together with the April 9, 2025 executive session, the “Executive Sessions”) to discuss the responses to the initial supplemental information request and, following their review of the data provided, requested management present certain additional information at the Meeting. In addition to the Executive Sessions, the Board Members met in additional executive sessions prior to and during the Meeting. During the Meeting, the Board Members considered the responses, invited representatives of management to provide additional information and determined that the information provided (whether oral or written) was responsive to their requests.

The Board Members were advised by independent legal counsel during the annual review process as well as throughout the year, including meeting in executive sessions with such counsel at which no representatives of management were present. In connection with their annual review, the Board Members also received a memorandum from independent legal counsel outlining their fiduciary duties and legal standards in reviewing the Advisory Agreements, including guidance from court cases evaluating advisory fees.

After the discussions and with the background and knowledge described above, the Board Members approved the continuation of the Advisory Agreements on behalf of the applicable Funds for an additional one-year period. The Board did not identify any single factor as all-important or controlling, but rather each decision reflected the comprehensive consideration of all the information (written or oral) provided to the Board and its committees throughout the year as well as the materials prepared specifically in connection with the annual review process. The contractual arrangements may reflect the results of prior year(s) of review, negotiation and information provided in connection with the Board’s annual review of the Funds’ advisory arrangements and oversight of the Funds. Each Board Member may have attributed different levels of importance to the various factors and information considered in connection with the annual review process and may have placed different emphasis on the relevant information year to year in light of, among other things, changing market and economic conditions. A summary of the principal factors and information, but not all the factors, the Board considered in deciding to renew the Advisory Agreements is set forth below.

A. Nature, Extent and Quality of Services

In evaluating the renewal of the Advisory Agreements, the Board Members received and considered information regarding the nature, extent and quality of the applicable Fund Adviser’s services provided to each respective Fund. With this approach, they considered the roles of the Adviser and the Sub-Adviser in providing services to the Funds.

The Board considered that the Adviser provides a wide array of management, oversight and other services to manage and operate the Funds. The Board considered the Adviser and its affiliates’ dedication of resources, time, people and capital as well as consistent program of improvement and innovation aimed at keeping the Nuveen fund complex relevant and attractive for existing and new investors and meeting the needs of an increasingly complex regulatory environment. Among the information provided in connection with the review of services at the Meeting and/or prior meetings, the Board considered a description of the organizational changes at the Adviser during the year, the management teams that comprise the various support and investment functions for the funds and the background of certain personnel who support the funds. The Board considered the significant resources, both financial and personnel, the Adviser and its affiliates had committed over the past several years in working to bring the asset management businesses of Nuveen and TIAA under one centralized umbrella and to consolidate their respective fund families to the benefit of the funds through, among other things, enhanced operating efficiencies, centralized investment leadership and a centralized shared resources and support model. To help ensure the continuation of services, the Board considered, among other things, management’s emphasis on succession planning and key person risk evaluation pursuant to which certain management team(s) meet annually to conduct a comprehensive review of successors to key positions, to develop and monitor corporate-wide standards and procedures in seeking to help ensure the firm may continue to operate in the event of business disruptions, and to review staffing and compensation levels to help remain competitive with peers in the industry. The Board considered a description of the application of business continuity plans and the periodic testing and review of such plans. As noted below, the Board also considered certain financial data of the Adviser and TIAA in assessing the financial stability and condition of the Adviser to provide a high level of quality of services to the Funds.

In its review, the Board considered that the Funds operated in a highly regulated industry and the scope and complexity of the services and resources that the Adviser and its affiliates must provide to manage and operate the Funds have expanded over the years due to regulatory, market and other developments. Such services included maintaining and monitoring the Nuveen funds’ compliance programs, risk management programs, liquidity risk management programs, derivatives risk management programs and cybersecurity programs. The Board and/or its Compliance, Risk Management and Regulatory Oversight Committee received reports regarding the funds’ compliance policies and procedures and matters undertaken thereunder as well as other compliance initiatives on a regular basis.

In considering the breadth and quality of services the Adviser and its various teams provide, the Board considered that the Adviser provides investment advisory services. With respect to the Funds, such Funds utilize the Sub-Adviser to manage the portfolios of the Funds subject to the supervision of the Adviser. Accordingly, the Board considered that the Adviser and its affiliates, among other things, oversee and review the performance of the Sub-Adviser and its investment team(s); evaluate Fund performance and market conditions; evaluate investment strategies and recommend changes thereto; oversee trade execution and, as applicable, securities lending; evaluate investment risks; and manage valuation matters. As noted below, the Board also considered the Nuveen funds’ performance over various time periods throughout the year.

 

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In addition to the portfolio management services provided to the Funds (including indirectly by overseeing the Sub-Adviser), the Board considered the extensive compliance, regulatory, administrative and other services the Adviser and its various teams or affiliates provide to manage and operate the applicable funds, including but not limited to: distribution management services pursuant to which management seeks to implement distribution policies and set distribution levels consistent with each fund’s product design and positioning; compliance services including establishing and maintaining broad-based compliance policies across the Nuveen fund complex, evaluating the compliance programs of various fund services providers, conducting ongoing risk assessments and testing, monitoring portfolio compliance with investment and regulatory requirements and providing a comprehensive compliance training program; providing regulatory advocacy services, including submitting comments on regulatory proposals and monitoring regulatory developments that may impact the fund(s); providing support to the Board and its committees throughout the year, including providing reports on a wide range of topics relating to the operations and management of the funds, helping to refine the materials provided to the Board and/or its committees and providing educational sessions on various topics; establishing and reviewing the services provided by other fund service providers (such as a fund’s custodian, accountant, and transfer agent); providing legal support services; and evaluating trade allocation and execution.

Such services also include managing leverage; providing capital management and secondary market services (such as implementing common share shelf offerings, capital return programs and common share repurchases); and maintaining a closed-end fund investor relations program. The Board considered that management actively monitors any discount from net asset value per share at which a fund’s common stock trades and evaluates potential avenues to mitigate the discount, including evaluating the level of distributions that the fund pays.

Aside from the services provided, the Board considered the financial resources of the Adviser and/or its affiliates and their willingness to make investments to support the funds. The Board considered the funds’ access to a seed capital budget provided by the Adviser and/or its affiliates to support new or existing funds and/or facilitate changes for a respective fund. The Board considered the benefits to shareholders of investing in a Fund that is a part of a large fund complex with a variety of investment disciplines, capabilities, and expertise. The Board considered the overall reputation and capabilities of the Adviser and its affiliates and the Adviser’s continuing commitment to provide high quality services.

In its review, the Board also considered the significant risks borne by the Adviser and its affiliates in connection with their services to the Nuveen funds, including entrepreneurial risks in sponsoring and supporting new funds and smaller funds and ongoing risks with managing the Funds, such as investment, operational, reputational, regulatory, compliance and litigation risks.

The Board considered the division of responsibilities between the Adviser and the Sub-Adviser and considered that the Sub-Adviser and its investment personnel, as noted, generally are responsible for the management of the respective Fund’s portfolio under the oversight of the Adviser and the Board. The Board considered an analysis of the Sub-Adviser provided by the Adviser which included, among other things, a summary of changes (if any) in the leadership teams and/or portfolio manager teams; the performance of the funds sub-advised by the Sub-Adviser over various periods of time that met certain performance screening measurements; and data reflecting product changes (if any) taken with respect to certain funds. The Board considered 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

In evaluating the quality of the services provided by the Fund Advisers, the Board also considered a variety of investment performance data of the Funds. In leading up to the annual review, the Board and/or its Investment Committee considered, among other things, Fund performance (based on net asset value net of fees) over the quarter, one-, three- and five-year periods ending December 31, 2024 on an absolute basis and as compared to the performance of comparable peers (the “Performance Peer Group”) and to a benchmark for the prescribed periods. Prior to the Meeting, the Board also received updated Fund performance over the quarter, one-, three- and five-year periods ended March 31, 2025 on an absolute basis and in comparison to the Performance Peer Group and a benchmark for the prescribed periods. In its review of relative performance, the Board considered a Fund’s performance relative to its Performance Peer Group, among other things, by evaluating its quartile ranking with the 1st quartile representing the top performing funds within the Performance Peer Group and the 4th quartile representing the lowest performing funds.

The Board took into account the performance data, presentations and discussions (written and oral) that were provided at the Meeting and in prior meetings over time in evaluating fund performance, including particular focus on management’s analysis of the performance of funds that met certain screening measurements as determined pursuant to a methodology approved by the Board or additional measurements as determined by management’s investment analysts. As various Nuveen funds have modified their portfolio teams and/or made significant changes to their portfolio strategies over time, the Board reviewed, among other things, certain tracking performance data over specific periods comparing performance before and after such changes.

In evaluating performance, the Board considered some of the limitations of the performance data. The Board considered, among other things, that performance data reflects performance over a specified period which may differ significantly depending on the ending dates selected, particularly during periods of market volatility. Further, the Board considered that regardless of the performance period reviewed by the Board, shareholders may evaluate performance based on their own respective holding periods which may differ from the performance periods reviewed by the Board and lead to differing results. With respect to comparative performance, the Board considered that differing investment objectives, investment strategies, dates of inception, type and cost of leverage (if any), asset size and other factors between the Performance Peer Group and the respective Fund necessarily lead to differences in performance results. Similarly, differences in the investment objective(s) and strategies of a Fund and its benchmark (particularly an actively managed fund that does not directly follow an index) as well as the costs of operating a Fund would contribute to differences in performance results. To assist the Board in its review of the comparability of the relative performance, management generally has ranked the relevancy of the Performance Peer Groups to the applicable funds (subject to certain exceptions) as low, medium or high.

 

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The Board also considered that secondary market trading of shares of the closed-end funds also continues to be a priority for the Board given its importance to shareholders, and therefore, the Board and/or its Closed-End Fund Committee reviews certain performance data reflecting, among other things, the premiums and discounts at which the shares of the closed-end funds have traded as of specified dates at their quarterly meetings with an annual review of the closed-end fund market for the 2024 calendar year at its February Meeting. In its review, the Board considered, among other things, market conditions for closed-end funds, changes to investment mandates and guidelines, distribution policies, and leverage management; additional share offerings, share repurchases (if any) and similar capital market actions; and effective communications programs to build greater awareness and deepen understanding of closed-end funds. As applicable, the Board considered, among other things, the impact of leverage on a closed-end fund’s common share earnings and total return.

The Board evaluated performance in light of various relevant factors which may include, among other things, general market conditions, issuer-specific information, asset class information, leverage and fund cash flows. The Board considered that long-term performance could be impacted by even one period of significant outperformance or underperformance and that a single investment theme could disproportionately affect performance. Further, the Board considered that market and economic conditions may significantly impact a Fund’s performance, particularly over shorter periods, and such performance may be more reflective of such economic or market events and not necessarily reflective of management skill. Although the Board reviews short-, intermediate- and longer-term performance data, the Board considered that longer periods of performance may reflect full market cycles.

In their review from year to year, the Board Members consider and may place different emphasis on the relevant information in light of changing circumstances in market and economic conditions. In evaluating performance, the Board focused particular attention on funds with less favorable performance records. However, depending on the facts and circumstances, including any differences between the respective fund and its benchmark and/or Performance Peer Group, the Board may be satisfied with a fund’s performance notwithstanding that its performance may be below that of its benchmark and/or peer group for certain periods. With respect to any funds for which the Board has identified performance issues, the Board seeks to monitor such funds more closely until performance improves, discuss with the Adviser the reasons for such results, consider whether any steps are necessary or appropriate to address such issues, discuss and evaluate the potential consequences of such steps and review the results of any steps undertaken.

The performance determinations with respect to each Fund are summarized below:

 

   

For Nuveen Massachusetts Quality Municipal Income Fund (the “Massachusetts Fund”), the Board considered that although the Fund’s performance was below the performance of its benchmark for the one-, three- and five-year periods ended December 31, 2024, the Fund ranked in the second quartile of its Performance Peer Group for the one-year period and third quartile for the three- and five-year periods ended December 31, 2024. In its review, the Board, however, considered that the Performance Peer Group was classified as low for relevancy. On the basis of the Board’s ongoing review of investment performance and all relevant factors, including the relative market conditions during certain reporting periods, the Fund’s investment objective(s) and management’s discussion of performance, the Board concluded that the Fund’s performance supported renewal of the Advisory Agreements.

 

   

For Nuveen Minnesota Quality Municipal Income Fund (the “Minnesota Fund”), the Board considered that although the Fund’s performance was below the performance of its benchmark for the three- and five-year periods ended December 31, 2024, the Fund outperformed its benchmark for the one-year period ended December 31, 2024. In addition, the Fund ranked in the first quartile of its Performance Peer Group for the one- and three-year periods ended December 31, 2024 and second quartile for the five-year period ended December 31, 2024. In its review, the Board, however, considered that the Performance Peer Group was classified as low for relevancy. On the basis of the Board’s ongoing review of investment performance and all relevant factors, including the relative market conditions during certain reporting periods, the Fund’s investment objective(s) and management’s discussion of performance, the Board concluded that the Fund’s performance supported renewal of the Advisory Agreements.

 

   

For Nuveen Missouri Quality Municipal Income Fund (the “Missouri Fund”), the Board considered that although the Fund’s performance was below the performance of its benchmark for the one-, three- and five-year periods ended December 31, 2024, the Fund ranked in the third quartile of its Performance Peer Group for the one- and five-year periods and second quartile for the three-year period ended December 31, 2024. In its review, the Board, however, considered that the Performance Peer Group was classified as low for relevancy. On the basis of the Board’s ongoing review of investment performance and all relevant factors, including the relative market conditions during certain reporting periods, the Fund’s investment objective(s) and management’s discussion of performance, the Board concluded that the Fund’s performance supported renewal of the Advisory Agreements.

 

   

For Nuveen Virginia Quality Municipal Income Fund (the “Virginia Fund”), the Board considered that although the Fund’s performance was below the performance of its benchmark for the one-, three- and five-year periods ended December 31, 2024, the Fund ranked in the first quartile of its Performance Peer Group for the one- and five-year periods and third quartile for the three-year period ended December 31, 2024. In its review, the Board, however, considered that the Performance Peer Group was classified as low for relevancy. On the basis of the Board’s ongoing review of investment performance and all relevant factors, including the relative market conditions during certain reporting periods, the Fund’s investment objective(s) and management’s discussion of performance, the Board concluded that the Fund’s performance supported renewal of the Advisory Agreements.

 

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C. Fees, Expenses and Profitability

 

  1.

Fees and Expenses

As part of the annual review, the Board Members considered, among other things, the management fee schedules for the respective Fund. In addition to the management fee arrangements, the Board Members considered a Fund’s operating expense ratio as it more directly reflected a shareholder’s total costs in investing in the respective Fund.

In its review, the Board considered that the management fees of the Funds were generally comprised of two components, a fund-level component and a complex-level component, each with its own breakpoint schedule, subject to certain exceptions. The Board considered that in 2024, the Board approved a revised complex-wide breakpoint schedule which simplified and reduced the complex-level fee rates at various thresholds and expanded the eligible funds whose assets would be included in calculating the complex-level fee, effective May 1, 2024. The Board considered that the complex-level component is intended to be an efficient mechanism designed to help share cost efficiencies with shareholders as the complex-wide assets grow.

The Board also considered comparative fee and expense information prepared by an independent third-party provider of fund data. More specifically, the Board Members generally reviewed, among other things, each Fund’s management fee rates and net total expense ratio in relation to similar data for a comparable universe of peers (the “Expense Universe”). In their review, the Board Members considered, in particular, each fund with a net total expense ratio (based on common assets and excluding investment-related costs such as the costs of leverage and taxes) meeting certain expense screening criteria adopted by the Board when compared to its Expense Universe and management’s commentary as to the factors contributing to each such fund’s relative net total expense ratio. The Board also considered, in relevant part, a fund’s management fee in light of its performance history with particular focus on any fund identified as having a higher management fee and/or expense ratio compared to peers coupled with experiencing a period of challenged performance.

In their review, the Board Members considered the methodology Broadridge employed to establish its Expense Universe. The Board further considered that differences between the applicable Fund and its Expense Universe, as well as changes to the composition of the Expense Universe from year to year, may limit some of the value of the comparative data. The Board Members also considered that it can be difficult to compare management fees among funds with peers as there are variations in the services that are included for the fees paid. The Board Members took these limitations and differences into account when reviewing comparative peer data.

In addition, although the Board reviewed net total expense ratio both including and excluding investment-related expenses (e.g., leverage costs), as applicable, the Board considered that leverage expenses will vary across funds and peers because of differences in the forms and terms of leverage employed by the respective fund and therefore generally considered each closed-end fund’s net total expense ratio and fees excluding investment-related costs and taxes. The Board also considered that the use of leverage may create a conflict of interest for the respective Adviser and Sub-Adviser given the increase of assets from leverage upon which an advisory or sub-advisory fee is based but also considered the impact of leverage on the fund’s return. The Board Members considered, however, that the Adviser and Sub-Adviser would seek to manage the potential conflict by recommending to the Board to leverage the applicable fund or increase such leverage when the respective Fund Adviser has determined that such action would be in the best interests of the respective fund and its common shareholders and by periodically reviewing with the Board the fund’s performance and the impact of the use of leverage on that performance.

With respect to the Sub-Adviser, the Board also considered, among other things, the sub-advisory fee schedule paid to the Sub-Adviser in light of the sub-advisory services provided to the respective Fund. In its review, the Board considered that the compensation paid to the Sub-Adviser is the responsibility of the Adviser, not the Funds.

The Board’s considerations regarding the comparative fee data for each Fund are set forth below:

 

   

The Massachusetts Fund: the Fund’s contractual management fee rate and net total expense ratio matched the Expense Universe median, and the actual management fee rate was slightly above (within 5 basis points) the Expense Universe median. In its review, the Board, however, also considered, among other things, the composition of the Expense Universe which was comprised of a small peer set with only two peers unaffiliated with Nuveen funds.

 

   

The Minnesota Fund: although the Fund’s net total expense ratio was above the Expense Universe median, the Fund’s contractual management fee rate matched the Expense Universe median and the actual management fee rate was slightly above (within 5 basis points) the Expense Universe median. In its review, the Board, however, also considered, among other things, the composition of the Expense Universe which was comprised of a small peer set with only two peers unaffiliated with Nuveen funds.

 

   

The Missouri Fund: although the Fund’s net total expense ratio was above the Expense Universe median, the Fund’s contractual management fee rate matched the Expense Universe median and the actual management fee rate was slightly above (within 5 basis points) the Expense Universe median. In its review, the Board, however, also considered, among other things, the composition of the Expense Universe which was comprised of a small peer set with only two peers unaffiliated with Nuveen funds.

 

   

The Virginia Fund: the Fund’s contractual management fee rate, actual management fee rate and net total expense ratio either matched or were below the Expense Universe median. In its review, the Board, however, also considered the composition of the Expense Universe which included only two peers unaffiliated with Nuveen funds.

Based on its 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.

 

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  2.

Comparisons with the Fees of Other Clients

In evaluating the appropriateness of fees, the Board also considered that the Adviser, the Sub-Adviser and/or their affiliate(s) provide investment management services to other types of clients which may include, among others: separately managed accounts (“SMAs”), retail managed accounts, foreign funds (UCITS), other investment companies (as sub-advisers), limited partnerships and collective investment trusts. The Board considered certain fee data for these other types of clients managed in a similar manner to certain of the funds compared to the management fee of the applicable fund. The Board considered a description of various factors which contribute to the differences in the management fee rates of the funds compared to those charged to these other types of clients which limited the comparability of the data. In this regard, the Board considered that the differences in, among other things, the breadth of services provided by the Adviser and its affiliates to the funds compared to those provided to other clients; the expenses the Adviser and its affiliates incur in launching, operating and supporting a fund; the support services provided to shareholders; the extensive regulatory, disclosure and governance requirements applicable to funds; the establishment and maintenance of servicing relationships with various service providers for the funds; the manner of managing such assets; investment policies; investor profiles; and account sizes all may contribute to the variations in relative fee rates. Differences in the level of advisory services required for passively managed funds also contribute to differences in the management fee levels of such funds compared to actively managed funds. In addition, differences in the client base; governing bodies, regulatory and legal requirements; distribution; jurisdiction and operational complexities also would contribute to variations in management fees assessed the funds compared to foreign fund clients. Further, differences in the level of advisory and non-advisory services required and risk incurred when serving as a sub-adviser to other investment companies compared to serving as the Adviser to a Nuveen fund contribute to differences in the fees assessed. In this regard, the Board further considered the significant entrepreneurial, legal and regulatory risks that the Adviser incurs in sponsoring and managing the Funds. As a general matter, higher fee levels reflect higher levels of service provided by the Adviser, increased investment management complexity, greater product management requirements, and higher levels of business risk or some combination of these factors. The Board further considered that the Sub-Adviser’s fee is essentially for portfolio management services and therefore more comparable to the fees received for retail wrap accounts and other external sub-advisory mandates. The Board concluded that the varying levels of fees were reasonable given the foregoing.

 

  3.

Profitability of the Fund Advisers

In considering the costs of services to be provided and profits to be realized by the Adviser (which encompassed the Sub-Adviser) from its relationship with the Funds, the Board Members considered a variety of estimated profitability data from various perspectives including, among other things, (a) historical pre-distribution and post-distribution margins over specified periods for the Adviser’s services to the applicable funds; (b) certain profitability data on behalf of the Adviser attributable to servicing all applicable funds for 2024 and 2023; (c) certain profitability data of both the Adviser and TAL (as an adviser of certain other Nuveen funds) on a combined basis derived from types of funds in the aggregate (i.e., from closed-end funds, exchange-traded funds, interval funds and open-end funds) for 2024 and 2023; and (d) certain profitability data of both tbe Adviser and TAL on a combined basis by asset grouping of Nuveen funds in the aggregate (i.e., from equity, fund of funds, index, municipal bond and taxable fixed income funds). In addition, the Board considered profitability data at the per fund level for the respective adviser.

In reviewing the profitability data, the Board Members considered the subjective nature of calculating profitability as the information is not audited and is necessarily dependent on cost allocation methodologies to allocate expenses throughout the complex and among the various advisory products. The Board reviewed, among other things, a description of the cost allocation methodology employed to develop the profitability data. However, the Board Members considered that given there is no single universally recognized expense allocation methodology, other reasonable and valid allocation methodologies could be employed and could lead to significantly different profit and loss results and therefore developing profitability data is difficult, particularly on a per fund level.

Further, in considering the comparative margin data with peers, the Board Members considered the limitations of the comparative data given that peer data is not generally public and the calculation of profitability is subjective and affected by numerous factors (such as types of funds a peer manages, its business mix, its cost of capital, the numerous assumptions underlying the methodology used to allocate expenses and other factors) that can have a significant impact on the results. Given that the peer profitability data may reflect the different business mix of the respective peer firm, the Board also considered the pre- and post-distribution margins of Nuveen, LLC for each of the calendar years from 2020 through 2024.

Aside from the foregoing profitability data, the Board also considered, among other things, the audited statutory-basis financial statements of TIAA as of December 31, 2024 and 2023 and the related statutory-basis statements of operations, of changes in capital and contingency reserves and of cash flows for the years ended December 31, 2024, December 31, 2023 and December 31, 2022. The Board considered the benefit of an investment adviser and its parent with significant resources, particularly during periods of market volatility. The Board also considered the investments the Adviser, its parent and/or other affiliates made into their business.

In evaluating the reasonableness of the compensation, the Board Members also considered the indirect benefits the Adviser or Sub-Adviser received that were directly attributable to the management of the applicable funds as discussed in further detail below. Based on its review, the Board was satisfied that the Adviser’s (together with the Sub-Adviser) level of profitability from its relationship with the applicable Fund was not unreasonable in light of the nature, extent and quality of services provided.

D. Economies of Scale and Whether Fee Levels Reflect These Economies of Scale

The Board considered whether there have been economies of scale with respect to the management of the funds, whether these economies of scale have been appropriately shared with the funds and whether there is potential for realization of further economies of scale. Although the Board considered that economies of scale are difficult to measure with any precision and the rates at which certain expenses are incurred may not decline with a rise in assets, the Board considered that there are a variety of methods that may be employed to help share the benefits of economies of

 

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scale, including, among other things, through the use of breakpoints in the management fee schedule, the pricing of funds at scale at inception and investments in the Adviser’s business which can enhance the services provided to the funds for the fees paid. The Board considered such factors applicable to the particular Fund’s advisory fee structure.

As noted above, the Board considered that the management fee of the Adviser for the Funds generally was comprised of a fund-level component and a complex-level component each with its own breakpoint schedule. The Board also approved a revised complex-wide breakpoint schedule in 2024 which reduced the complex-level fee rates at various thresholds and expanded the assets included when calculating the complex-level fee. With this structure, the Board considered that the complex-level breakpoint schedule was designed to deliver the benefits of economies of scale to shareholders when the assets of the eligible participating funds in the complex pass certain thresholds even if the assets of a particular fund are unchanged or have declined, and the fund-level breakpoint schedules were designed to share economies of scale with shareholders if the particular fund grows. The Board reviewed the fund-level and complex-level fee schedules.

Although closed-end funds may make additional share offerings from time to time, the Board considered that closed-end funds have a more limited ability to increase their assets to attain additional economies of scale because the growth of their assets will occur primarily from the appreciation of their investment portfolios.

The Board Members also considered the continued reinvestment in Nuveen’s business to enhance its capabilities and services to the benefit of its various clients. The Board considered that many of these investments were not specific to individual Nuveen funds, but rather initiatives from which the family of funds as a whole may benefit. The Board further considered that the scope of the services of the Adviser and its affiliates have expanded over time without raising advisory fees to the funds, and this was also a means of sharing economies of scale with the funds and their shareholders. The Board considered the Adviser’s and/or its affiliates’ ongoing efforts to streamline the product line-up, among other things, to create more scaled funds which may help improve both expense and trading economies for participating funds.

Based on its review, the Board was satisfied that the current fee arrangements together with the reinvestment in management’s business appropriately shared any economies of scale with shareholders.

E. Indirect Benefits

The Board Members received and considered information regarding various indirect benefits the respective Fund Adviser or its affiliates may receive as a result of their relationship with the funds. These benefits included, among other things, economies of scale to the extent the Adviser or its affiliates share investment resources and/or personnel with other clients of the Adviser. Certain funds may also be used as investment options for other products or businesses offered by the Adviser and/or its affiliates, such as variable products, fund of funds and 529 education savings plans, and the Adviser and/or affiliates of the Adviser may serve as sub-adviser to various funds in which case all advisory and sub-advisory fees generated by such funds stay within Nuveen.

Further, the funds may pay the Adviser and/or its affiliates for other services, such as distribution. In this regard, the Board considered that an affiliate of the Adviser received compensation in 2024 for serving as an underwriter on shelf offerings of existing closed-end funds and reviewed the amounts paid for such services in 2024 and 2023.

In addition, the Board Members considered that the Adviser and Sub-Adviser (except as noted) may utilize soft dollar brokerage arrangements attributable to the respective fund(s) to obtain research and other services for any or all of their clients, although the Board Members also considered with respect to the Nuveen funds advised by the Adviser, reimbursements of such costs by the Adviser and/or the Sub-Adviser.

The Adviser and its affiliates may also benefit from the advisory relationships with the Nuveen funds to the extent this relationship results in potential investors viewing the TIAA group of companies as a leading retirement plan provider in the academic and nonprofit market and a single source for all their financial service needs. The Adviser and/or its affiliates may further benefit to the extent that they have pricing or other information regarding vendors the funds utilize in establishing arrangements with such vendors for other products.

Based on its review, the Board concluded that any indirect benefits received by the Adviser as a result of its relationship with the Funds were reasonable in light of the services provided.

F. Other Considerations

The Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members concluded that the terms of each Advisory Agreement were 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 for an additional one-year period.

 

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Table of Contents

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. None of the trustees who are not “interested” persons of the Funds (referred to herein as “independent board members”) 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 Trustee 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 Trustees:

Joseph A. Boateng

1963

333 W. Wacker Drive Chicago, IL 60606

   Board Member   

2019

Class II

   Chief Investment Officer, Casey Family Programs (since 2007); formerly, Director of U.S. Pension Plans, Johnson & Johnson (2002–2006); Board Member, Lumina Foundation (since 2019) and Waterside School (since 2021); Board Member (2012–2019) and Emeritus Board Member (since 2020), Year-Up Puget Sound; Investment Advisory Committee Member and Former Chair (since 2007), Seattle City Employees’ Retirement System; Investment Committee Member (since 2019), The Seattle Foundation; Trustee (2018–2023), the College Retirement Equities Fund; Manager (2019–2023), TIAA Separate Account VA-1.    215

Michael A. Forrester

1967

333 W. Wacker Drive Chicago, IL 60606

   Board Member   

2007

Class I

   Formerly, Chief Executive Officer (2014–2021) and Chief Operating Officer (2007–2014), Copper Rock Capital Partners, LLC; Director, Aflac Incorporated (since 2025); Trustee, Dexter Southfield School (since 2019); Member (since 2020), Governing Council of the Independent Directors Council (IDC); Trustee, the College Retirement Equities Fund and Manager, TIAA Separate Account VA-1 (2007–2023).    215

Thomas J. Kenny

1963

333 W. Wacker Drive Chicago, IL 60606

   Board Member   

2011

Class I

   Formerly, Advisory Director (2010–2011), Partner (2004–2010), Managing Director (1999–2004) and Co-Head of Global Cash and Fixed Income Portfolio Management Team (2002–2010), Goldman Sachs Asset Management; Director (since 2015) and Chair of the Finance and Investment Committee (since 2018), Aflac Incorporated; Director (since 2018), ParentSquare; formerly, Director (2021–2022) and Finance Committee Chair (2016–2022), Sansum Clinic; formerly, Advisory Board Member (2017–2019), B’Box; formerly, Member (2011–2012), the University of California at Santa Barbara Arts and Lectures Advisory Council; formerly, Investment Committee Member (2012–2020), Cottage Health System; formerly, Board member (2009–2019) and President of the Board (2014–2018), Crane Country Day School; Trustee (2011– 2023) and Chairman (2017–2023), the College Retirement Equities Fund; Manager (2011–2023) and Chairman (2017–2023), TIAA Separate Account VA-1.    216

Amy B. R. Lancellotta

1959

333 W. Wacker Drive Chicago, IL 60606

   Board Member   

2021

Class II

   Formerly, Managing Director, IDC (supports the fund independent director community and is part of the Investment Company Institute (ICI), which represents regulated investment companies) (2006-2019); formerly, various positions with ICI (1989-2006); President (since 2023) and Member (since 2020) of the Board of Directors, Jewish Coalition Against Domestic Abuse (JCADA).    216

 

109


Table of Contents

Board Members & Officers (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

Joanne T. Medero

1954

333 W. Wacker Drive Chicago, IL 60606

   Board Member   

2021

Class III

   Formerly, Managing Director, Government Relations and Public Policy (2009-2020) and Senior Advisor to the Vice Chairman (2018- 2020), BlackRock, Inc. (global investment management firm); formerly, Managing Director, Global Head of Government Relations and Public Policy, Barclays Group (IBIM) (investment banking, investment management and wealth management businesses) (2006-2009); formerly, Managing Director, Global General Counsel and Corporate Secretary, Barclays Global Investors (global investment management firm) (1996-2006); formerly, Partner, Orrick, Herrington & Sutcliffe LLP (law firm) (1993-1995); formerly, General Counsel, Commodity Futures Trading Commission (government agency overseeing U.S. derivatives markets) (1989-1993); formerly, Deputy Associate Director/Associate Director for Legal and Financial Affairs, Office of Presidential Personnel, The White House (1986-1989); Member of the Board of Directors, Baltic-American Freedom Foundation (seeks to provide opportunities for citizens of the Baltic states to gain education and professional development through exchanges in the U.S.) (since 2019).    216

Albin F. Moschner

1952

333 W. Wacker Drive Chicago, IL 60606

   Board Member   

2016

Class III

  

Founder and Chief Executive Officer, Northcroft Partners, LLC, (management consulting) (since 2012); formerly, Chairman (2019), and Director (2012-2019), USA Technologies, Inc., (provider of solutions and services to facilitate electronic payment transactions); formerly, Director, Wintrust Financial Corporation (1996-2016); previously, held positions at Leap Wireless International, Inc. (consumer wireless services), 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 (telecommunication services) (1999-2000); formerly, Vice Chairman of the Board, Diba, Incorporated (internet technology provider) (1996-1997); formerly, various executive positions (1991-1996) including Chief Executive Officer

(1995-1996) of Zenith Electronics Corporation (consumer electronics).

   216

John K. Nelson

1962

333 W. Wacker Drive Chicago, IL 60606

   Board Member   

2013

Class II

   Formerly, Member of Board of Directors of Core12 LLC (2008– 2023) (private firm which develops branding, marketing and communications strategies for clients); formerly, Member of The President’s Council of Fordham University (2010–2019); formerly, Director of the Curran Center for Catholic American Studies (2009–2018); formerly, senior external advisor to the Financial Services practice of Deloitte Consulting LLP. (2012–2014); formerly, Trustee and Chairman of the Board of Trustees of Marian University (2010–2013); formerly Chief Executive Officer of ABN AMRO Bank N.V., North America, and Global Head of the Financial Markets Division (2007–2008), with various executive leadership roles in ABN AMRO Bank N.V. between 1996 and 2007.    216

 

110


Table of Contents

 

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

Loren M. Starr

1961

333 W. Wacker Drive Chicago, IL 60606

   Board Member   

2022

Class III

   Independent Consultant/Advisor (since 2021); formerly, Vice Chair, Senior Managing Director (2020–2021), Chief Financial Officer, Senior Managing Director (2005–2020), Invesco Ltd.; Director (since 2023) and Chair of the Audit Committee (since 2024), AMG; formerly, Chair and Member of the Board of Directors (2014–2021), Georgia Leadership Institute for School Improvement (GLISI); formerly, Chair and Member of the Board of Trustees (2014–2018), Georgia Council on Economic Education (GCEE); Trustee, the College Retirement Equities Fund and Manager, TIAA Separate Account VA-1 (2022–2023).    215

Matthew Thornton III

1958

333 W. Wacker Drive Chicago, IL 60606

   Board Member   

2020

Class III

   Formerly, Executive Vice President and Chief Operating Officer (2018-2019), FedEx Freight Corporation, a subsidiary of FedEx Corporation (FedEx) (provider of transportation, e-commerce and business services through its portfolio of companies); formerly, Senior Vice President, U.S. Operations (2006-2018), Federal Express Corporation, a subsidiary of FedEx; formerly Member of the Board of Directors (2012-2018), Safe Kids Worldwide® (a non-profit organization dedicated to preventing childhood injuries). Member of the Board of Directors (since 2014), The Sherwin-Williams Company (develops, manufactures, distributes and sells paints, coatings and related products); Director (since 2020), Crown Castle International (provider of communications infrastructure).    216

Terence J. Toth

1959

333 W. Wacker Drive Chicago, IL 60606

   Board Member   

2008

Class II

   Formerly, a Co–Founding Partner, Promus Capital (investment advisory firm) (2008–2017); formerly, Director, Quality Control Corporation (manufacturing) (2012–2021); formerly, Chair and Member of the Board of Directors (2021–2024), Kehrein Center for the Arts (philanthropy); Member of the Board of Directors (since 2008), Catalyst Schools of Chicago (philanthropy); Member of the Board of Directors (since 2012), formerly, Investment Committee Chair (2017–2022), Mather Foundation Board (philanthropy); formerly, Member (2005–2016), Chicago Fellowship Board (philanthropy); formerly, Director, Fulcrum IT Services LLC (information technology services firm to government entities) (2010–2019); formerly, Director, LogicMark LLC (health services) (2012–2016); formerly, Director, Legal & General Investment Management America, Inc. (asset management) (2008–2013); formerly, CEO and President, Northern Trust Global Investments (financial services) (2004–2007); Executive Vice President, Quantitative Management & Securities Lending (2000–2004); prior thereto, various positions with Northern Trust Company (financial services) (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).    216

Margaret L. Wolff

1955

333 W. Wacker Drive Chicago, IL 60606

   Board Member   

2016

Class I

  

Formerly, member of the Board of Directors (2013-2017) 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) (legal services) (2005- 2014); Member of the Board of Trustees of New York-Presbyterian Hospital (since 2005); Member of the Board of Trustees (since 2004) formerly, Chair (2015-2022) 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.

   216

 

111


Table of Contents

Board Members & Officers (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

Robert L. Young

1963

333 W. Wacker Drive Chicago, IL 60606

   Chair and Board Member   

2017

Class I

   Formerly, Chief Operating Officer and Director, J.P. Morgan Investment Management Inc. (financial services) (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. (financial services) (formerly, One Group Dealer Services, Inc.) (1999-2017).    216

 

112


Table of Contents

 

Name,

Year of Birth

& Address

  

Position(s) Held

with the Funds

  

Year First

Elected or

Appointed(2)

  

Principal Occupation(s)

Including other Directorships

During Past 5 Years

Officers of the Funds:

David J. Lamb

1963

333 W. Wacker Drive

Chicago, IL 60606

   Chief Administrative Officer (Principal Executive Officer)    2015    Senior Managing Director of Nuveen Fund Advisors, LLC, Nuveen Securities, LLC and Nuveen; has previously held various positions with Nuveen.

Brett E. Black

1972

333 W. Wacker Drive

Chicago, IL 60606

   Vice President and Chief Compliance Officer    2022    Managing Director, Chief Compliance Officer of Nuveen; formerly, Vice President (2014-2022), Chief Compliance Officer and Anti-Money Laundering Compliance Officer (2017-2022) of BMO Funds, Inc.

Marc Cardella

1984

8500 Andrew Carnegie

Blvd.

Charlotte, NC 28262

   Vice President and Controller (Principal Financial Officer)    2024    Senior Managing Director, Head of Public Investment Finance of Nuveen; Senior Managing Director of Nuveen Fund Advisors, LLC, Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC, Managing Director of Teachers Insurance and Annuity Association of America and TIAA SMA Strategies LLC; Principal Financial Officer, Principal Accounting Officer and Treasurer of TIAA Separate Account VA-1 and the College Retirement Equities Fund.

Joseph T. Castro

1964

333 W. Wacker Drive

Chicago, IL 60606

   Vice President    2025    Executive Vice President, Chief Risk and Compliance Officer, formerly, Senior Managing Director and Head of Compliance, Nuveen; Executive Vice President, formerly, Senior Managing Director, Nuveen Securities, LLC; Senior Managing Director, Nuveen Fund Advisors, LLC and Nuveen, LLC.

Mark J. Czarniecki

1979

901 Marquette Avenue

Minneapolis, MN 55402

   Vice President and Assistant Secretary    2013    Managing Director and Assistant Secretary of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Managing Director and Associate General Counsel of Nuveen; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC; has previously held various positions with Nuveen; Managing Director, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC.

Jeremy D. Franklin

1983

8500 Andrew Carnegie

Blvd.

Charlotte, NC 28262

   Vice President and Assistant Secretary    2024    Managing Director and Assistant Secretary, Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary, Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Vice President and Associate General Counsel, Teachers Insurance and Annuity Association of America; Vice President and Assistant Secretary, TIAA-CREF Funds and TIAA-CREF Life Funds; Vice President, Associate General Counsel, and Assistant Secretary, TIAA Separate Account VA-1 and College Retirement Equities Fund.

Diana R. Gonzalez

1978

8500 Andrew Carnegie

Blvd.

Charlotte, NC 28262

   Vice President and Assistant Secretary    2017    Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC; Vice President, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Vice President and Associate General Counsel of Nuveen.

Name,

Year of Birth

& Address

   Position(s) Held
with the Funds
   Year First
Elected or
Appointed(2)
  

Principal Occupation(s)

Including other Directorships

During Past 5 Years

Nathaniel T. Jones

1979

333 W. Wacker Drive

Chicago, IL 60606

   Vice President and Treasurer    2016    Senior Managing Director, Head of Public Product of Nuveen; President. formerly, Senior Managing Director, of Nuveen Fund Advisors, LLC; has previously held various positions with Nuveen; Chartered Financial Analyst.

Brian H. Lawrence

1982

8500 Andrew Carnegie

Blvd.

Charlotte, NC 28262

   Vice President and Assistant Secretary    2023    Vice President and Associate General Counsel of Nuveen; Vice President, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; formerly Corporate Counsel of Franklin Templeton (2018-2022).

Tina M. Lazar

1961

333 W. Wacker Drive

Chicago, IL 60606

   Vice President    2002    Managing Director of Nuveen Securities, LLC.

 

113


Table of Contents

Board Members & Officers (continued)

 

Brian J. Lockhart

1974

333 W. Wacker Drive

Chicago, IL 60606

   Vice President    2019    Senior Managing Director and Head of Investment Oversight of Nuveen; Senior Managing Director of Nuveen Fund Advisors, LLC; has previously held various positions with Nuveen; Chartered Financial Analyst and Certified Financial Risk Manager.

John M. McCann

1975

8500 Andrew Carnegie

Blvd.

Charlotte, NC 28262

   Vice President and Assistant Secretary    2022    Senior Managing Director, Division General Counsel of Nuveen; Senior Managing Director, General Counsel and Secretary of Nuveen Fund Advisors, LLC; Senior Managing Director, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director and Assistant Secretary of TIAA SMA Strategies LLC; Managing Director, Associate General Counsel and Assistant Secretary of College Retirement Equities Fund, TIAA Separate Account VA-1, TIAA-CREF Funds, TIAA-CREF Life Funds, Teachers Insurance and Annuity Association of America and Nuveen Alternative Advisors LLC; has previously held various positions with Nuveen/TIAA.

Kevin J. McCarthy

1966

333 W. Wacker Drive

Chicago, IL 60606

   Vice President and Assistant Secretary    2007    Executive Vice President, Secretary and General Counsel of Nuveen Investments, Inc.; Executive Vice President and Assistant Secretary of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Executive Vice President and Secretary of Nuveen Asset Management, LLC, Teachers Advisors, LLC, TIAA-CREF Investment Management, LLC and Nuveen Alternative Investments, LLC; Executive Vice President, Associate General Counsel and Assistant Secretary of TIAA-CREF Funds and TIAA-CREF Life Funds; has previously held various positions with Nuveen; Vice President and Secretary of Winslow Capital Management, LLC; formerly, Vice President (2007-2021) and Secretary (2016-2021) of NWQ Investment Management Company, LLC and Santa Barbara Asset Management, LLC.

William A. Siffermann

1975

333 W. Wacker Drive

Chicago, IL 60606

   Vice President    2017    Senior Managing Director of Nuveen.

Mark L. Winget

1968

333 W. Wacker Drive

Chicago, IL 60606

   Vice President and Secretary    2008    Vice President and Assistant Secretary of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Vice President, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC and Nuveen Asset Management, LLC; Vice President and Associate General Counsel of Nuveen.

Rachael Zufall 1973

8500 Andrew Carnegie

Blvd.

Charlotte, NC 28262

   Vice President and Assistant Secretary    2022    Managing Director and Assistant Secretary of Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary of the College Retirement Equities Fund, TIAA Separate Account VA-1, TIAA-CREF Funds and TIAA-CREF Life Funds; Managing Director, Associate General Counsel and Assistant Secretary of Teacher Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director of Nuveen, LLC and of TIAA.

 

(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)

Officers serve indefinite terms until their successor has been duly elected and qualified, their death or their resignation or removal. 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.

 

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Table of Contents

LOGO

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 manager of TIAA. We have grown into one of the world’s premier global asset managers, with specialist knowledge across all major asset classes and particular strength in solutions that provide income for investors and that draw on our expertise in alternatives and responsible investing. Nuveen is driven not only by the independent investment processes across the firm, but also the insights, risk management, analytics and other tools and resources that a truly world-class platform provides. As a global asset manager, our mission is to work in partnership with our clients to create solutions which help them secure their financial future.

Find out how we can help you.

To learn more about how the products and services of Nuveen may be able to help you meet your financial goals, talk to your financial 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/closed-end-funds

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE

 

Nuveen Securities, LLC, member FINRA and SIPC | 333 West Wacker Drive | Chicago, IL 60606 | www.nuveen.com  

EAN-A-0525P 4573868


Table of Contents
Item 2.

Code of Ethics.

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There were no amendments to or waivers from the code during the period covered by this report. Upon request, a copy of the registrant’s code of ethics is available without charge by calling 800-257-8787.


Table of Contents
Item 3.

Audit Committee Financial Expert.

As of the end of the period covered by this report, the registrant’s Board of Directors or Trustees (“Board”) had determined that the registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR) serving on its Audit Committee. The members of the registrant’s audit committee that have been designated as audit committee financial experts are Joseph A. Boateng, John K. Nelson, Loren M. Starr and Robert L. Young, who are “independent” for purposes of Item 3 of Form N-CSR.

Mr. Boateng has served as the Chief Investment Officer for Casey Family Programs since 2007. He was previously Director of U.S. Pension Plans for Johnson & Johnson from 2002-2006. Mr. Boateng is a board member of the Lumina Foundation and Waterside School, an emeritus board member of Year Up Puget Sound, member of the Investment Advisory Committee and former Chair for the Seattle City Employees’ Retirement System, and an Investment Committee Member for The Seattle Foundation. Mr. Boateng previously served on the Board of Trustees for the College Retirement Equities Fund (2018-2023) and on the Management Committee for TIAA Separate Account VA-1 (2019-2023).

Mr. Nelson formerly served on the Board of Directors of Core12, LLC from 2008 to 2023, a private firm which develops branding, marketing, and communications strategies for clients. Mr. Nelson has extensive experience in global banking and markets, having served in several senior executive positions with ABN AMRO Holdings N.V. and its affiliated entities and predecessors, including LaSalle Bank Corporation from 1996 to 2008, ultimately serving as Chief Executive Officer of ABN AMRO N.V. North America. During his tenure at the bank, he also served as Global Head of its Financial Markets Division, which encompassed the bank’s Currency, Commodity, Fixed Income, Emerging Markets, and Derivatives businesses. He was a member of the Foreign Exchange Committee of the Federal Reserve Bank of the United States and during his tenure with ABN AMRO served as the bank’s representative on various committees of The Bank of Canada, European Central Bank, and The Bank of England. Mr. Nelson previously served as a senior, external advisor to the financial services practice of Deloitte Consulting LLP. (2012-2014).

Mr. Starr was Vice Chair, Senior Managing Director from 2020 to 2021, and Chief Financial Officer, Senior Managing Director from 2005 to 2020, for Invesco Ltd. Mr. Starr is also a Director and Chair of the Audit Committee for AMG. He is former Chair and member of the Board of Directors, Georgia Leadership Institute for School Improvement (GLISI); former Chair and member of the Board of Trustees, Georgia Council on Economic Education (GCEE). Mr. Starr previously served on the Board of Trustees for the College Retirement Equities Fund and on the Management Committee for TIAA Separate Account VA-1 (2022-2023).

Mr. Young has more than 30 years of experience in the investment management industry. From 1997 to 2017, he held various positions with J.P. Morgan Investment Management Inc. (“J.P. Morgan Investment”) and its affiliates (collectively, “J.P. Morgan”). Most recently, he served as Chief Operating Officer and Director of J.P. Morgan Investment (from 2010 to 2016) and as President and Principal Executive Officer of the J.P. Morgan Funds (from 2013 to 2016). As Chief Operating Officer of J.P. Morgan Investment, Mr. Young led service, administration and business platform support activities for J.P. Morgan’s domestic retail mutual fund and institutional commingled and separate account businesses and co-led these activities for J.P. Morgan’s global retail and institutional investment management businesses. As President of the J.P. Morgan Funds, Mr. Young interacted with various service providers to these funds, facilitated the relationship between such funds and their boards, and was directly involved in establishing board agendas, addressing regulatory matters, and establishing policies and procedures. Before joining J.P. Morgan, Mr. Young, a former Certified Public Accountant (CPA), was a Senior Manager (Audit) with Deloitte & Touche LLP (formerly, Touche Ross LLP), where he was employed from 1985 to 1996. During his tenure there, he actively participated in creating, and ultimately led, the firm’s midwestern mutual fund practice.


Table of Contents
Item 4.

Principal Accountant Fees and Services.

Nuveen Missouri Quality Municipal Income Fund

The following tables show the amount of fees that PricewaterhouseCoopers LLP (“PwC”), the Registrant’s current independent registered public accounting firm, billed to the Registrant during the Registrant’s fiscal year ended May 31, 2025, and the amount of fees that KPMG LLP (“KPMG”), the Registrant’s former independent registered public accounting firm, billed to the Registrant during the Registrant’s fiscal year ended May 31, 2024. The Audit Committee approved in advance all audit services and non-audit services that PwC and KPMG provided to the Registrant, except for those non-audit services that were subject to the pre-approval exception under Rule 2-01 of Regulation S-X (the “pre-approval exception”). The pre-approval exception for services provided directly to the Registrant waives the pre-approval requirement for services other than audit, review or attest services if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid by the Registrant during the fiscal year in which the services are provided; (B) the Registrant did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee’s attention, and the Committee (or its delegate) approves the services before the audit is completed.

The Audit Committee has delegated certain pre-approval responsibilities to its Chair.

SERVICES THAT THE REGISTRANT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM BILLED TO THE REGISTRANT

 

Fiscal Year Ended5    Audit Fees
Billed to Registrant1
    Audit-Related Fees
Billed to Registrant2
    Tax Fees
Billed to Registrant3
    All Other Fees
Billed to Registrant4
 

May 31, 2025 (PwC)

     $26,600       $0       $0       $0  
  

 

 

 
  
Percentage approved pursuant to pre-approval exception      0%       0%       0%       0%  
  

 

 

 
  

May 31, 2024 (KPMG)

     $26,600       $0       $0       $0  
  

 

 

 
  
Percentage approved pursuant to pre-approval exception      0%       0%       0%       0%  
  

 

 

 

 

1

“Audit Fees” are the aggregate fees billed for professional services for the audit of the Registrant’s annual financial statements and services provided in connection with statutory and regulatory filings.

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 Registrant’s common shares and leverage.

3

“Tax Fees” are the aggregate fees billed for professional services for tax compliance, tax advice, and tax planning.

4

“All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”.

5

The Registrant changed audit firm from KPMG to PwC on October 24, 2024.

SERVICES THAT THE REGISTRANT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BILLED TO THE ADVISER AND AFFILIATED REGISTRANT SERVICE PROVIDERS

The following tables show the amount of fees billed by PwC to Nuveen Fund Advisors, LLC (the “Adviser”), and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Registrant (“Affiliated Fund Service Provider”), for engagements directly related to the Registrant’s operations and financial reporting, during the Registrant’s fiscal year ended May 31, 2025, and the amount of fees billed by KPMG to the Adviser and any Affiliated Fund Service Provider, for engagements directly related to the Registrant’s operations and financial reporting, during the Registrant’s fiscal year ended May 31, 2024.


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The tables also show the percentage of fees subject to the pre-approval exception. The pre-approval exception for services provided to the Adviser and any Affiliated Fund Service Provider (other than audit, review or attest services) waives the pre-approval requirement if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid by the Registrant, the Adviser and Affiliated Fund Service Providers during the fiscal year in which the services are provided that would have to be pre-approved by the Audit Committee; (B) the Registrant did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee’s attention, and the Committee (or its delegate) approves the services before the Registrant’s audit is completed.

 

Fiscal Year Ended   Audit-Related Fees
Billed to Adviser
and Affiliated Fund
Service Providers
    Tax Fees
Billed to Adviser
and Affiliated Fund
Service Providers
    All Other Fees
Billed to Adviser
and Affiliated Fund
Service Providers
 

May 31, 2025 (PwC)

    $0       $0       $0  
 

 

 

 
     

Percentage approved pursuant to pre-approval exception

    0%       0%       0%  
 

 

 

 
     

May 31, 2024 (KPMG)

    $0       $0       $0  
 

 

 

 
     

Percentage approved pursuant to pre-approval exception

    0%       0%       0%  
 

 

 

 

NON-AUDIT SERVICES

The following table shows the amount of fees that PwC billed during the Registrant’s fiscal year ended May 31, 2025 for non-audit services, and the amount of fees that KPMG billed during the Registrant’s fiscal year ended May 31, 2024 for non-audit services. The Audit Committee is required to pre-approve non-audit services that the Registrant’s independent registered public accounting firm provides to the Adviser and any Affiliated Fund Service Provider, if the engagement related directly to the Registrant’s operations and financial reporting (except for those subject to the pre-approval exception described above). The Audit Committee requested and received information from PwC and KPMG about any non-audit services rendered during the Registrant’s last fiscal year to the Adviser and any Affiliated Fund Service Provider. The Committee considered this information in evaluating PwC’s and KPMG’s independence.

 

Fiscal Year Ended   Total Non-Audit Fees
Billed to Registrant
    Total Non-Audit Fees
Billed to Adviser and
Affiliated Fund Service
Providers (engagements
related directly to the
operations and financial
reporting of the
Registrant)
    Total Non-Audit Fees
Billed to Adviser and
Affiliated Fund Service
Providers (all other
engagements)
        Total      

May 31, 2025 (PwC)

    $0       $0       $10,974,000       $10,974,000  

May 31, 2024 (KPMG)

    $0       $0       $0       $0  

“Non-Audit Fees billed to Registrant” for both fiscal year ends represent “Tax Fees” and “All Other Fees” billed to the Registrant in their respective amounts from the previous table.

Less than 50 percent of the hours expended on the independent registered public accounting firm’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 independent registered public accounting firm’s full-time, permanent employees.

Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit Committee must approve (i) all non-audit services to be performed for the Registrant by the Registrant’s independent registered public accounting firm and (ii) all audit and non-audit services to be performed by the Registrant’s independent registered public accounting firm for the Affiliated Fund Service Providers with respect to the operations and financial reporting of the Registrant.


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Item 4(i) and Item 4(j) are not applicable to the Registrant.


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Item 5.

Audit Committee of Listed Registrants.

The registrant’s Board has a separately designated Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78c(a)(58)(A)). The members of the audit committee are Joseph A. Boateng, Amy B. R. Lancellotta, John K. Nelson, Chair, Loren M. Starr, Matthew Thornton III, Margaret L. Wolff and Robert L. Young.


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Item 6.

Investments.

 

(a)

Schedule of Investments is included as part of the Portfolio of Investments filed under Item 1 of this Form N-CSR.

 

(b)

Not applicable.


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Item 7.

Financial Statements and Financial Highlights for Open-End Management Investment Companies.

Not applicable to closed-end investment companies.


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Item 8.

Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

Not applicable to closed-end investment companies.


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Item 9.

Proxy Disclosures for Open-End Management Investment Companies.

Not applicable to closed-end investment companies.


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Item 10.

Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

Not applicable to closed-end investment companies.


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Item 11.

Statement Regarding Basis for Approval of Investment Advisory Contract.

See Statement Regarding Basis for Approval of Investment Advisory Contract in Item 1.


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Item 12.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Nuveen Fund Advisors, LLC is the registrant’s investment adviser (referred to herein as the “Adviser”). The Adviser is responsible for the on-going monitoring of the Fund’s investment portfolio, managing the Fund’s business affairs and providing certain clerical, bookkeeping and administrative services. The Adviser has engaged Nuveen Asset Management, LLC (“Sub-Adviser”) as Sub-Adviser to provide discretionary investment advisory services. As part of these services, the Adviser has delegated to the Sub-Adviser the full responsibility for proxy voting on securities held in the registrant’s portfolio and related duties in accordance with the Sub-Adviser’s policies and procedures. The Adviser periodically monitors the Sub-Adviser’s voting to ensure that it is carrying out its duties. The Sub-Adviser’s proxy voting policies and procedures are attached to this filing as an exhibit and incorporated herein by reference.


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Item 13.

Portfolio Managers of Closed-End Management Investment Companies.

Nuveen Fund Advisors, LLC is the registrant’s investment adviser (also referred to as the “Adviser”). The Adviser is responsible for the selection and on-going monitoring of the Fund’s investment portfolio, managing the Fund’s business affairs and providing certain clerical, bookkeeping and administrative services. The Adviser has engaged Nuveen Asset Management, LLC (“Nuveen Asset Management” or “Sub-Adviser”) as Sub-Adviser to provide discretionary investment advisory services. The following section provides information on the portfolio managers at the Sub-Adviser:

(a)(1) Portfolio Manager Biographies

As of the date of filing this report, the following individuals at the Sub-Adviser (the “Portfolio Managers”) have primary responsibility for the day-to-day implementation of the registrant’s investment strategies:

Michael Hamilton, Managing Director, manages tax-exempt fixed income portfolios for Nuveen. He began working in the investment industry when he joined the firm in 1989, as a fixed-income fund manager and trader. He became a portfolio manager in 1992. He received a B.A. from the College of Idaho and an M.B.A. from Western Washington University. He is a member of the CFA Institute and the Portland Society of Financial Analysts.

Stephen J. Candido, CFA, Managing Director at Nuveen Asset Management, is a portfolio manager for high yield municipal strategies at Nuveen, managing high yield funds and institutional accounts. He also has responsibility for tax-exempt open-end funds and closed-end funds that allocate to both investment grade and high yield municipals. Stephen started working in the investment industry in 1996 when he joined Nuveen in the Unit Trust Division. Prior to his current role, he was a vice president and senior research analyst specializing in high yield sectors including land secured credits, project finance and housing. Stephen was also an assistant vice president for Nuveen’s Global Structured Products team beginning in 2005. He also served as the manager of the Fixed Income Unit Trust Product Management and Pricing Group starting in 2001 and prior to that held positions as an equity research analyst and fixed income pricing analyst. Stephen graduated with a B.S. in Finance from Miami University and an M.B.A. in Finance from the University of Illinois at Chicago. He holds the Chartered Financial Analyst designation and is a member of the CFA Institute and the CFA Society of Chicago.

(a)(2) Other Accounts Managed by Portfolio Managers

Other Accounts Managed. In addition to managing the registrant, the Portfolio Managers are also primarily responsible for the day-to-day portfolio management of the following accounts:

 

Portfolio Manager   Type of Account
Managed
  Number of
Accounts
  Assets*    

Michael Hamilton

 

Registered Investment Company

 

    18

 

$15.50 billion

 

Other Pooled Investment Vehicles

 

    0

 

$0

 

Other Accounts

 

    3

 

$238.52 million

     

Stephen J. Candido

 

Registered Investment Company

 

    30

 

$54.06 billion

 

Other Pooled Investment Vehicles

 

    2

 

$447.76 million

 

Other Accounts

 

    3

 

$196.83 million

*

Assets are as of May 31, 2025. None of the assets in these accounts are subject to an advisory fee based on performance.

Potential Material Conflicts of Interest

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one account. More specifically, portfolio managers who manage multiple accounts are presented a number of potential conflicts, including, among others, those discussed below.


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The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. Nuveen Asset Management seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most accounts managed by a portfolio manager in a particular investment strategy are managed using the same investment models.

If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one account, an account may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible accounts. To deal with these situations, Nuveen Asset Management has adopted procedures for allocating limited opportunities across multiple accounts.

With respect to many of its clients’ accounts, Nuveen Asset Management determines which broker to use to execute transaction orders, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts, Nuveen Asset Management may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, Nuveen Asset Management may place separate, non-simultaneous, transactions for a Fund and other accounts which may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Fund or the other accounts.

Some clients are subject to different regulations. As a consequence of this difference in regulatory requirements, some clients may not be permitted to engage in all the investment techniques or transactions or to engage in these transactions to the same extent as the other accounts managed by a portfolio manager. Finally, the appearance of a conflict of interest may arise where Nuveen Asset Management has an incentive, such as a performance-based management fee, which relates to the management of some accounts, with respect to which a portfolio manager has day-to-day management responsibilities.

Conflicts of interest may also arise when the Sub-Adviser invests one or more of its client accounts in different or multiple parts of the same issuer’s capital structure, including investments in public versus private securities, debt versus equity, or senior versus junior/subordinated debt, or otherwise where there are different or inconsistent rights or benefits. Decisions or actions such as investing, trading, proxy voting, exercising, waiving or amending rights or covenants, workout activity, or serving on a board, committee or other involvement in governance may result in conflicts of interest between clients holding different securities or investments. Generally, individual portfolio managers will seek to act in a manner that they believe serves the best interest of the accounts they manage. In cases where a portfolio manager or team faces a conflict among its client accounts, it will seek to act in a manner that it believes best reflects its overall fiduciary duty, which may result in relative advantages or disadvantages for particular accounts.

Nuveen Asset Management has adopted certain compliance procedures which are designed to address these types of conflicts common among investment managers. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

Nuveen Asset Management or its affiliates, including TIAA, sponsor an array of financial products for retirement and other investment goals, and provide services worldwide to a diverse customer base. Accordingly, from time to time, a Fund may be restricted from purchasing or selling securities, or from engaging in other investment activities because of regulatory, legal or contractual restrictions that arise due to another client account’s investments and/or the internal policies of Nuveen Asset Management, TIAA or its affiliates designed to comply with such restrictions. As a result, there may be periods, for example, when Nuveen Asset Management will not initiate or recommend certain types of transactions in certain securities or instruments with respect to which investment limits have been reached.

The investment activities of Nuveen Asset Management or its affiliates may also limit the investment strategies and rights of the Funds. For example, in certain circumstances where the Funds invest in securities issued by companies that operate in certain regulated industries, in certain emerging or international markets, or are subject


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to corporate or regulatory ownership definitions, or invest in certain futures and derivative transactions, there may be limits on the aggregate amount invested by Nuveen Asset Management or its affiliates for the Funds and other client accounts that may not be exceeded without the grant of a license or other regulatory or corporate consent. If certain aggregate ownership thresholds are reached or certain transactions undertaken, the ability of Nuveen Asset Management, on behalf of the Funds or other client accounts, to purchase or dispose of investments or exercise rights or undertake business transactions may be restricted by regulation or otherwise impaired. As a result, Nuveen Asset Management, on behalf of the Funds or other client accounts, may limit purchases, sell existing investments, or otherwise restrict or limit the exercise of rights (including voting rights) when Nuveen Asset Management, in its sole discretion, deems it appropriate in light of potential regulatory or other restrictions on ownership or other consequences resulting from reaching investment thresholds.

(a)(3) Fund Manager Compensation

As of the most recently completed fiscal year end, the primary Portfolio Managers’ compensation is as follows:

Portfolio manager compensation consists primarily of base salary and variable components consisting of (i) a cash bonus; (ii) a long-term performance award; and (iii) participation in a profits interest plan.

Base salary. A portfolio manager’s base salary is determined based upon an analysis of the portfolio manager’s general performance, experience and market levels of base pay for such position.

Cash bonus. A portfolio manager is eligible to receive an annual cash bonus that is based on three variables: risk-adjusted investment performance relative to benchmark generally measured over the most recent one, three and five year periods (unless the portfolio manager’s tenure is shorter), ranking versus Morningstar peer funds generally measured over the most recent one, three and five year periods (unless the portfolio manager’s tenure is shorter), and management and peer reviews.

Long-term performance award. A portfolio manager is eligible to receive a long-term performance award that vests after three years. The amount of the award when granted is based on the same factors used in determining the cash bonus. The value of the award at the completion of the three-year vesting period is adjusted based on the risk-adjusted investment performance of Fund(s) managed by the portfolio manager during the vesting period and the performance of the TIAA organization as a whole.

Profits interest plan. Portfolio managers are eligible to receive profits interests in Nuveen Asset Management and its affiliate, Teachers Advisors, LLC, which vest over time and entitle their holders to a percentage of the firms’ annual profits. Profits interests are allocated to each portfolio manager based on such person’s overall contribution to the firms.

There are generally no differences between the methods used to determine compensation with respect to the Fund and the Other Accounts shown in the table above.

(a)(4) Beneficial Ownership of NOM Securities

As of May 31, 2025, the portfolio managers beneficially owned the following dollar range of equity securities issued by the Fund.

 

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                           

Stephen J. Candido

  X                           


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Item 14.

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.


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Item 15.

Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board implemented after the registrant last provided disclosure in response to this Item.


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Item 16.

Controls and Procedures.

 

(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 period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.


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Item 17.

Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.


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Item 18.

Recovery of Erroneously Awarded Compensation.

 

(a)

Not applicable.

 

(b)

Not applicable.


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Item 19.

Exhibits.

 

(a)(1)

Not applicable because the code of ethics is available, upon request and without charge, by calling 800-257-8787 and there were no amendments during the period covered by this report.

 

(a)(2)

Not applicable.

 

(a)(3)

Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

(a)(4)

Not applicable.

 

(a)(5)

Not applicable.

 

(b)

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 and Section 906 of the Sarbanes-Oxley Act of 2002 is attached hereto.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Nuveen Missouri Quality Municipal Income Fund

 

Date: August 6, 2025     By:   /s/ David J. Lamb          
      David J. Lamb
      Chief Administrative Officer

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Date: August 6, 2025     By:   /s/ David J. Lamb          
      David J. Lamb
      Chief Administrative Officer
      (principal executive officer)
     
Date: August 6, 2025     By:   /s/ Marc Cardella          
      Marc Cardella
      Vice President and Controller
      (principal financial officer)