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 811-07755
Nuveen Multistate Trust II
(Exact name of registrant as specified in charter)
Nuveen Investments
333 West Wacker Drive, Chicago, IL 60606
(Address of principal executive offices) (Zip code)
Mark J. Czarniecki
Vice President and Secretary
333 West Wacker Drive,
Chicago, IL 60606
(Name and address of agent for service)
Registrant’s telephone number, including area code: (312) 917-7700
Date of fiscal year end: February 29
Date of reporting period: February 29, 2024
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policy making roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss.3507.
ITEM 1. | REPORTS TO STOCKHOLDERS. |
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. The registrant has posted the code of ethics on its website at www.nuveen.com/fund-governance. (To view the code, click on Code of Conduct.)
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”) 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 registrant’s audit committee financial experts are Joseph A. Boateng, Albin F. Moschner, 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. Moschner is a consultant in the wireless industry and, in July 2012, founded Northcroft Partners, LLC, a management consulting firm that provides operational, management and governance solutions. Prior to founding Northcroft Partners, LLC, Mr. Moschner held various positions at Leap Wireless International, Inc., a provider of wireless services, where he was as a consultant from February 2011 to July 2012, Chief Operating Officer from July 2008 to February 2011, and Chief Marketing Officer from August 2004 to June 2008. Before he joined Leap Wireless International, Inc., Mr. Moschner was President of the Verizon Card Services division of Verizon Communications, Inc. from 2000 to 2003, and President of One Point Services at One Point Communications from 1999 to 2000. Mr. Moschner also served at Zenith Electronics Corporation as Director, President and Chief Executive Officer from 1995 to 1996, and as Director, President and Chief Operating Officer from 1994 to 1995.
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 member 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.
ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
The following tables show the amount of fees that KPMG LLP, the Funds’ auditor, billed to the Funds during the Funds’ last two full fiscal years. The Audit Committee approved in advance all audit services and non-audit services that KPMG LLP provided to the Funds, 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 preapproval exception for services provided directly to the Funds 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 Funds during the fiscal year in which the services are provided; (B) the Funds 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 (or, in his absence, any other member of the Audit Committee).
Audit Fees Billed | Audit-Related Fees | Tax Fees Billed | All Other Fees | |||||||||||||
Fiscal Year Ended February 29, 2024 | to Funds 1 | Billed to Funds 2 | to Funds 3 | Billed to Funds 4 | ||||||||||||
Fund Name | ||||||||||||||||
Nuveen California High Yield Municipal Bond Fund | 39,900 | 0 | 0 | 0 | ||||||||||||
Nuveen California Municipal Bond Fund | 26,600 | 0 | 0 | 0 | ||||||||||||
Nuveen Connecticut Municipal Bond Fund | 26,600 | 0 | 0 | 0 | ||||||||||||
Nuveen Massachusetts Municipal Bond Fund | 26,600 | 0 | 0 | 0 | ||||||||||||
Nuveen New Jersey Municipal Bond Fund | 26,600 | 0 | 0 | 0 | ||||||||||||
Nuveen New York Municipal Bond Fund | 26,600 | 0 | 0 | 0 | ||||||||||||
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Total | $ | 172,900 | $ | 0 | $ | 0 | $ | 0 |
1 | “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements. |
2 | “Audit-Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees”. These fees include offerings related to the Fund’s common shares and leverage. |
3 | “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculations performed by the principal accountant. |
4 | “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”. These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage. |
Percentage Approved Pursuant to Pre-approval Exception | ||||||||||||||||
Audit Fees Billed | Audit-Related Fees | Tax Fees | All Other Fees | |||||||||||||
to Funds | Billed to Funds | Billed to Funds | Billed to Funds | |||||||||||||
Fund Name | ||||||||||||||||
Nuveen California High Yield Municipal Bond Fund | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
Nuveen California Municipal Bond Fund | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
Nuveen Connecticut Municipal Bond Fund | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
Nuveen Massachusetts Municipal Bond Fund | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
Nuveen New Jersey Municipal Bond Fund | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
Nuveen New York Municipal Bond Fund | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
Audit Fees Billed | Audit-Related Fees | Tax Fees | All Other Fees | |||||||||||||
February 28, 2023 | to Funds 1 | Billed to Funds 2 | Billed to Funds 3 | Billed to Funds 4 | ||||||||||||
Fund Name | ||||||||||||||||
Nuveen California High Yield Municipal Bond Fund | 48,000 | 0 | 0 | 0 | ||||||||||||
Nuveen California Municipal Bond Fund | 28,000 | 0 | 0 | 0 | ||||||||||||
Nuveen Connecticut Municipal Bond Fund | 28,000 | 0 | 0 | 0 | ||||||||||||
Nuveen Massachusetts Municipal Bond Fund | 28,000 | 0 | 0 | 0 | ||||||||||||
Nuveen New Jersey Municipal Bond Fund | 28,000 | 0 | 0 | 0 | ||||||||||||
Nuveen New York Municipal Bond Fund | 28,000 | 0 | 0 | 0 | ||||||||||||
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Total | $ | 188,000 | $ | 0 | $ | 0 | $ | 0 |
1 | “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements. |
2 | “Audit-Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees”. These fees include offerings related to the Fund’s common shares and leverage. |
3 | “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculations performed by the principal accountant. |
4 | “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”. These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage. |
Percentage Approved Pursuant to Pre-approval Exception | ||||||||||||||||
Audit Fees Billed | Audit-Related Fees | Tax Fees | All Other Fees | |||||||||||||
to Funds | Billed to Funds | Billed to Funds | Billed to Funds | |||||||||||||
Fund Name | ||||||||||||||||
Nuveen California High Yield Municipal Bond Fund | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
Nuveen California Municipal Bond Fund | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
Nuveen Connecticut Municipal Bond Fund | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
Nuveen Massachusetts Municipal Bond Fund | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
Nuveen New Jersey Municipal Bond Fund | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
Nuveen New York Municipal Bond Fund | 0 | % | 0 | % | 0 | % | 0 | % |
Audit-Related Fees | Tax Fees Billed to | All Other Fees | ||||||||||
Billed to Adviser and | Adviser and | Billed to Adviser | ||||||||||
Affiliated Fund | Affiliated Fund | and Affiliated Fund | ||||||||||
Fiscal Year Ended February 29, 2024 | Service Providers | Service Providers | Service Providers | |||||||||
Nuveen MultiState Trust II | $ | 0 | $ | 0 | $ | 0 | ||||||
Percentage Approved Pursuant to Pre-approval Exception | ||||||||||||
Audit-Related Fees | Tax Fees Billed to | All Other Fees | ||||||||||
Billed to Adviser and | Adviser and | Billed to Adviser | ||||||||||
Affiliated Fund | Affiliated Fund | and Affiliated Fund | ||||||||||
Service Providers | Service Providers | Service Providers | ||||||||||
0 | % | 0 | % | 0 | % | |||||||
Audit-Related Fees | Tax Fees Billed to | All Other Fees | ||||||||||
Billed to Adviser and | Adviser and | Billed to Adviser | ||||||||||
Affiliated Fund | Affiliated Fund | and Affiliated Fund | ||||||||||
Fiscal Year Ended February 28, 2023 | Service Providers | Service Providers | Service Providers | |||||||||
Nuveen MultiState Trust II | $ | 0 | $ | 0 | $ | 0 | ||||||
Percentage Approved Pursuant to Pre-approval Exception | ||||||||||||
Audit-Related Fees | Tax Fees Billed to | All Other Fees | ||||||||||
Billed to Adviser and | Adviser and | Billed to Adviser | ||||||||||
Affiliated Fund | Affiliated Fund | and Affiliated Fund | ||||||||||
Service Providers | Service Providers | Service Providers | ||||||||||
0 | % | 0 | % | 0 | % |
Total Non-Audit Fees | ||||||||||||||||
billed to Adviser and | ||||||||||||||||
Affiliated Fund Service | Total Non-Audit Fees | |||||||||||||||
Providers (engagements | billed to Adviser and | |||||||||||||||
related directly to the | Affiliated Fund Service | |||||||||||||||
Total Non-Audit Fees | operations and financial | Providers (all other | ||||||||||||||
Fiscal Year Ended February 29, 2024 | Billed to Trust | reporting of the Trust) | engagements) | Total | ||||||||||||
Fund Name | ||||||||||||||||
Nuveen California High Yield Municipal Bond Fund | 0 | 0 | 0 | 0 | ||||||||||||
Nuveen California Municipal Bond Fund | 0 | 0 | 0 | 0 | ||||||||||||
Nuveen Connecticut Municipal Bond Fund | 0 | 0 | 0 | 0 | ||||||||||||
Nuveen Massachusetts Municipal Bond Fund | 0 | 0 | 0 | 0 | ||||||||||||
Nuveen New Jersey Municipal Bond Fund | 0 | 0 | 0 | 0 | ||||||||||||
Nuveen New York Municipal Bond Fund | 0 | 0 | 0 | 0 | ||||||||||||
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Total | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
“Non-Audit Fees billed to Fund” for both fiscal year ends represent “Tax Fees” and “All Other Fees” billed to Fund in their respective amounts from the previous table.
Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
Total Non-Audit Fees | ||||||||||||||||
billed to Adviser and | ||||||||||||||||
Affiliated Fund Service | Total Non-Audit Fees | |||||||||||||||
Providers (engagements | billed to Adviser and | |||||||||||||||
related directly to the | Affiliated Fund Service | |||||||||||||||
Total Non-Audit Fees | operations and financial | Providers (all other | ||||||||||||||
Fiscal Year Ended February 28, 2023 | Billed to Trust | reporting of the Trust) | engagements) | Total | ||||||||||||
Fund Name | ||||||||||||||||
Nuveen California High Yield Municipal Bond Fund | 0 | 0 | 0 | 0 | ||||||||||||
Nuveen California Municipal Bond Fund | 0 | 0 | 0 | 0 | ||||||||||||
Nuveen Connecticut Municipal Bond Fund | 0 | 0 | 0 | 0 | ||||||||||||
Nuveen Massachusetts Municipal Bond Fund | 0 | 0 | 0 | 0 | ||||||||||||
Nuveen New Jersey Municipal Bond Fund | 0 | 0 | 0 | 0 | ||||||||||||
Nuveen New York Municipal Bond Fund | 0 | 0 | 0 | 0 | ||||||||||||
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Total | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
“Non-Audit Fees billed to Fund” for both fiscal year ends represent “Tax Fees” and “All Other Fees” billed to Fund in their respective amounts from the previous table.
Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit Committee must approve (i) all non-audit services to be performed for the Funds by the Funds’ independent accountant and (ii) all audit and non-audit services to be performed by the Funds’ independent accountant for the Affiliated Fund Service Providers with respect to the operations and financial reporting of the Funds. Regarding tax and research projects conducted by the independent accountant for the Funds and Affiliated Fund Service Providers (with respect to operations and financial reports of the Trust), such engagements will be (i) pre-approved by the Audit Committee if they are expected to be for amounts greater than $10,000; (ii) reported to the Audit Committee Chair for his verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000.
Item 4(i) and Item 4(j) are not applicable to the registrant.
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable to this registrant.
ITEM 6. | SCHEDULE OF INVESTMENTS. |
a) | See Portfolio of Investments in Item 1. |
b) | Not applicable. |
ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable to this registrant.
ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable to this registrant.
ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable to this registrant.
ITEM 10. | 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 of Trustees implemented after the registrant last provided disclosure in response to this Item.
ITEM 11. | 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. |
ITEM 12. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 13. | EXHIBITS. |
File the exhibits listed below as part of this Form.
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.
(Registrant) Nuveen Multistate Trust II
By (Signature and Title) | /s/ Jordan M. Farris | |
Jordan M. Farris | ||
Chief Administrative Officer |
Date: May 3, 2024
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.
By (Signature and Title) | /s/ Jordan M. Farris | |
Jordan M. Farris | ||
Chief Administrative Officer | ||
(principal executive officer) |
Date: May 3, 2024
By (Signature and Title) | /s/ E. Scott Wickerham | |
E. Scott Wickerham | ||
Vice President and Controller | ||
(principal financial officer) |
Date: May 3, 2024