UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
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Investment Company Act file number | | 811-22329 |
Nuveen Mortgage and Income Fund
(Exact name of registrant as specified in charter)
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606
(Address of principal executive offices) (Zip code)
Gifford R. Zimmerman
Nuveen Investments
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: December 31
Date of reporting period: December 31, 2019
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 policymaking 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.
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Closed-End Funds
31 December 2019
Nuveen Closed-End Funds
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JLS | | Nuveen Mortgage and Income Fund (formerly Nuveen Mortgage Opportunity Term Fund) |
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Funds’ website (www.nuveen.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you have already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically anytime by contacting the financial intermediary (such as a broker-dealer or bank) through which you hold your Fund shares or, if you are a direct investor, by enrolling at www.nuveen.com/e-reports.
You may elect to receive all future shareholder reports in paper free of charge at any time by contacting your financial intermediary or, if you are a direct investor, (i) by calling 800-257-8787 and selecting option #2 or (ii) by logging into your Investor Center account at www.computershare.com/investor and clicking on “Communication Preferences.” Your election to receive reports in paper will apply to all funds held in your account with your financial intermediary or, if you are a direct investor, to all your directly held Nuveen Funds and any other directly held funds within the same group of related investment companies.
Annual Report
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NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE
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Table of Contents
3
Chair’s Letter to Shareholders
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Dear Shareholders,
Financial markets finished 2019 on a high note, despite the challenges of a weak start to the year, a slower global economy and heightened geopolitical risks. While global manufacturing languished, consumers remained resilient amid tight labor markets, growing wages and tame inflation. Global business sentiment, however, was less optimistic due to trade frictions and weaker global demand. Across advanced economies growth in corporate profits and earnings was subdued in 2019. Nevertheless, the Federal Reserve’s (Fed) pivot to easing monetary conditions, along with liquidity provided by other central banks around the world, provided confidence that the economic cycle could be extended. Additionally, the year ended with a reduction in trade tensions and Brexit uncertainty, although the next phase of U.S.-China trade negotiations are expected to be more challenging and the U.K. has a relatively short transition window in which to redefine its relationship with the European Union.
We continue to anticipate muted economic growth and increased market volatility this year. The U.S. economy held steady in the second half of 2019, although growth for the year overall moderated from 2018’s pace. Consumer confidence remains underpinned by low unemployment and modest wage growth. Looser financial conditions, in part driven by the Fed’s three interest rate cuts in 2019, have revived momentum in the housing market and should continue to encourage borrowing by consumers and businesses. Although consumer spending in Europe and Japan, like in the U.S., has remained supported by jobs growth and rising wages, economic growth there appears more fragile. The COVID-19 coronavirus outbreak poses a new downside risk to the global economy, as disruptions to both demand and production ripple through global supply chains. We are closely monitoring the situation.
At Nuveen, we still see investment opportunities in the maturing economic environment, but we are taking a selective approach. If you’re concerned about where the markets are headed from here, we encourage you to work with your financial advisor to review your time horizon, risk tolerance and investment goals. On behalf of the other members of the Nuveen Fund Board, we look forward to continuing to earn your trust in the months and years ahead.
Sincerely,
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Terence J. Toth
Chair of the Board
February 21, 2020
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Portfolio Manager’s Comments
Nuveen Mortgage and Income Fund (JLS)
(formerly Nuveen Mortgage Opportunity Term Fund)
The Fund features portfolio management by Teachers Advisors, LLC (TAL), an affiliate of Nuveen Fund Advisors, LLC, the Fund’s investment adviser. Aashh Parekh, Nick Travaglino, and Stephen Virgilio serve as portfolio managers for the restructured Fund.
Effective October 14, 2019, the restructuring proposals, previously approved by JLS’s Board of Trustees and, as applicable, by JLS’s shareholders became effective. As part of the restructuring:
| • | | the Fund’s name changed to “Nuveen Mortgage and Income Fund”; |
| • | | the Fund’s Declaration of Trust was amended to eliminate the term structure; |
| • | | Teachers Advisors, LLC, an affiliate of Nuveen, LLC, began serving assub-adviser to the Fund; |
| • | | the Fund adopted a new fundamental investment objective to generate high current income through opportunistic investments in securitized credit; |
| • | | certainnon-fundamental policies of the Fund were modified to permit broader exposure tonon-mortgage related asset-backed securities. |
| • | | the ICE BofA U.S. ABS and CMBS Index became the primary benchmark for the Fund, replacing the Barclays’ U.S. Aggregate Bond Index. Performance will be measured against the JLS Linked Benchmark which is comprised of the Barclays U.S. Aggregate Bond Index from inception of JLS through the date of the policy/manager change and the ICE BofA U.S. ABS and CMBS Index post-policy/manager change. |
Prior to the restructuring, the Fund conducted a 100% tender at NAV. Refer to Common Share Information, Tender Offer and Notes to Financial Statements, Note 5 – Fund Shares, Tender Offer for further details.
Here the portfolio management team reviews general market conditions, the management strategies and the performance of the Fund for the twelve-month period ended December 31, 2019.
What factors affected the U.S. economy and financial markets during the twelve-month reporting period ended December 31, 2019?
The U.S. economy reached the tenth year of expansion since the previous recession ended in June 2009, marking the longest expansion in U.S. history. In the fourth quarter of 2019, gross domestic product (GDP) grew at an annualized
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 manager as of the date of this report. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements and the views expressed herein are subject to change at any time, due to numerous market and other factors. The Funds disclaim any obligation to update publicly or revise any forward-looking statements or views expressed herein.
For financial recording purposes, the ratings disclosed are the highest rating given by one of the following national rating agencies: Standard & Poor’s (S&P), Moody’s Investors Service, Inc. (Moody’s) or Fitch, Inc. (Fitch). This treatment of split-rated securities may differ from that used for other purposes 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.
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.
5
Portfolio Managers’ Comments(continued)
rate of 2.1%, according to the “advance” estimate by the Bureau of Economic Analysis. GDP measures the value of goods and services produced by the nation’s economy less the value of the goods and services used up in production, adjusted for price changes. In the final months of the year, the economy was boosted by moderate consumer spending, along with positive contributions from government spending and trade, which offset weakness in business investment. For 2019 as a whole, U.S. GDP grew 2.3%, a decline from 2.9% in 2018 and the slowest pace since 2016.
Consumer spending, the largest driver of the economy, remained well supported by low unemployment, wage gains and tax cuts. As reported by the Bureau of Labor Statistics, the unemployment rate fell to 3.5% in December 2019 from 3.9% in December 2018 and job gains averaged around 176,000 per month for the past twelve months. As the jobs market has tightened, average hourly earnings grew at an annualized rate of 2.9% in December 2019. However, inflation remained subdued. The Bureau of Labor Statistics said the Consumer Price Index (CPI) increased 2.3% over the twelve-month reporting period ended December 31, 2019 before seasonal adjustment.
Low mortgage rates and low inventory drove home prices moderately higher in this reporting period, despite declining new home sales and housing starts. The S&P CoreLogic Case-Shiller U.S. National Home Price Index, which covers all nine U.S. census divisions, was up 3.5% year-over-year in November 2019 (most recent data available at the time this report was prepared). The10-City and20-City Composites reported year-over-year increases of 2.0% and 2.6%, respectively.
As data pointed to slower momentum in the overall economy, the Federal Reserve (Fed) notably shifted its stance. Although the Fed had indicated in December 2018 that there could be two more rate hikes in 2019, global growth concerns kept the central bank on the sidelines. As expected by the markets, the Fed left rates unchanged throughout the first half of 2019 while speculation increased that the Fed’s next move would be a rate cut. At the July 2019, September 2019 and October 2019 policy committee meetings, the Fed announced a 0.25% cut to its main policy rate. Markets registered disappointment with the Fed’s explanation that the rate cuts were a“mid-cycle adjustment,” rather than a prolonged easing period, and its signal that there would be no additional rate cuts in 2019. Also in the latter half of 2019, the Fed announced it would stop shrinking its bond portfolio sooner than scheduled, as well as began buying short-term Treasury bills to help money markets operate smoothly and maintain short-term borrowing rates at low levels. Fed Chairman Powell emphasized that the Treasury bill purchases were not a form of quantitative easing.
During the twelve-month reporting period, geopolitical news remained a prominent market driver. Tariff and trade policy topped the list of concerns, most prominently the U.S.-China relations. After several rounds of talks, escalating rhetoric from both sides and a series of tariff increases, tensions appeared to ease in the later months of 2019. The U.S. and China signaled their agreement on a partial trade deal, which included rolling back some tariffs, increasing China’s purchases of U.S. agriculture products and the consideration of intellectual property, technology and financial services rights. (Subsequent to the close of the reporting period, the “phase one” deal was signed on January 15, 2020.) While much of the focus remained on the U.S.-China relationship, trade spats between the U.S. and Mexico, the European Union, Brazil and Argentina also arose throughout the reporting period. More than a year after the three countries signed onto the U.S., Mexico and Canada Agreement (USMCA) trade deal, which replaces the North American Free Trade Agreement, the U.S. House of Representatives approved the deal in December 2019 (and, subsequent to the close of the reporting period, the Senate voted in January 2020 to approve it). Global manufacturing and export data continued to show evidence of trade-related slumps, which increased worries that the slowdown would spread into other segments of the global economy.
The Brexit saga also appeared to make a breakthrough by the end of 2019. After former Prime Minister Theresa May was unable to secure a Brexit deal by the original March 29, 2019 deadline, she resigned as of June 7, 2019. When her successor, Boris Johnson, failed to meet the EU’s first deadline extension of October 31, 2019, the EU approved a “flextension” to January 31, 2020. A U.K. general election was scheduled for December 2019, wherein the Conservative Party won a large majority and bolstered Prime Minister Johnson’s mandate to get Brexit done. A few days later, the
6
British Parliament passed the Brexit Bill. In Italy, investors worried about another potential budget clash between the eurosceptic coalition government and the EU. However, following the unexpected resignation of the prime minister in August 2019, the newly formed coalition government appeared to take a less antagonistic stance. Europe also contended with the “yellow vest” protests in France, immigration policy concerns, Russian sanctions and political risk in Turkey.
Elsewhere, anti-government protests erupted across Latin America, Hong Kong and Lebanon during 2019, and Venezuela’s economic and political crisis deepened. In Argentina, markets were shocked by the defeat of incumbent President Macri, prompting concerns about the economic policies favored by the incoming Fernandez administration. Brazil’s Bolsonaro administration achieved a legislative win on pension reform and kept the economy on a path of modest growth. Europe’s traditional centrist parties lost seats in the May 2019 Parliamentary elections and populist parties saw marginal gains. The ruling parties in India and South Africa maintained their majorities, where slower economic growth could complicate their respective reform mandates.
Commercial mortgage-backed securities (CMBS) posted positive absolute returns during the reporting period ending December 31, 2019, outperformingnon-agency residential mortgage-backed securities (RMBS) and asset backed securities (ABS). While all three sectors had positive performance, they underperformed investment grade corporates.
What key strategies were used to manage the Fund during this twelve-month reporting period ended December 31, 2019?
Prior to the completion of the Fund’s tender offer on October 14, 2019, JLS was managed by Wellington Management Company LLP (Wellington Management). Wellington sought to generate total returns by investing in a diverse portfolio of mortgage-backed securities (MBS), consisting primarily ofnon-agency residential mortgage-backed securities (RMBS) and commercial mortgage-backed securities (CMBS). Under normal circumstances, the Fund invested at least 80% of their managed assets in MBS, primarilynon-agency RMBS and CMBS. Wellington’s approach to sector allocation remained consistent. Wellington maintained their constructive outlook for both CMBS andnon-agency RMBS during the reporting period, with their positioning remaining relatively consistent. While they are constructive on CMBS, they continue to favor residential credit from a relative value perspective, and have a bias to the higher quality collateral types within each sector. The Fund continued to be conservatively positioned within RMBS, with a bias toward higher quality collateral to try to protect against downside risk in the event of a prolonged path toward economic recovery.
After the Fund’s tender offer was completed, the Fund transitioned to its new investment strategy and team, TAL, an affiliate of Nuveen, LLC. The Fund now has flexibility to invest more broadly in securitized credit. The Fund invests at least 65% of its managed assets in mortgage-backed securities (MBS), including residential MBS (RMBS) and commercial MBS (CMBS), and up to 35% innon-mortgage related asset-backed securities (ABS). During the fourth quarter 2019, the Fund had turnover with assets being deployed to cash substitutes to pay down leverage and fund the tender. Once the tender was completed, the Fund used the remaining cash substitutes to reposition the Fund to meet its new investment mandate.
How did the Fund perform during this twelve-month reporting period ended December 31, 2019?
The tables in the Performance Overview and Holding Summaries section of this report provide total returns for theone-year, five-year andten-year periods ended December 31, 2019. The Fund’s total returns at net asset value (NAV) are compared with the performance of a corresponding market index. For the twelve-month reporting period, JLS underperformed the Linked Index, which is represented by Barclays U.S. Aggregate Bond Index since the Fund’s inception to 10/13/19 and beginning 10/14/19 the ICE BofA U.S. ABS and CMBS Index.
During the first three quarters of the reporting period, an allocation tonon-agency RMBS was the primary source of positive returns. Within RMBS, the Fund’s allocations to credit-risk transfer securities and prime collateral contributed to positive returns. The Fund’s allocation to CMBS also contributed to results, particularly single-asset single-borrower
7
Portfolio Managers’ Comments(continued)
credit bonds,BBB-rated conduit CMBS and multi-family credit bonds. An allocation to agency MBS detracted, driven primarily by interest-only tranches of agency collateralized mortgage obligations (CMOs) and agency pass-throughs. Legacy subordinated bonds were the largest detractors during the reporting period as their performance can be somewhat volatile – driven more by idiosyncratic factors related to the expected performance of the small number of remaining loans in those deals.
After the TAL portfolio management team took over management on October 14, 2019, yield curve positioning was the primary source of returns as long term rates increased. In addition, the Fund had an increased exposure to RMBS. As the portfolio was transitioning to its broader mandate and deploying cash substitutes post-tender, the Fund invested in the RMBS sector, which has more tradeable paper. As long-term rates rose during the reporting period, RMBS benefited because of their floating nature, which allowed them to capture the changes of their periodic rate resets.
During periods of rising rates, fixed-rate bonds tend to decrease in value as interest rates rise and conversely, increase in value when rates fall. Long-term rates rose during the fourth quarter. As a result, our allocation to commercial mortgage securities (CMBS) detracted from performance due to their longer dated and fixed-rate nature.
The Fund also used U.S. Treasury futures for duration and yield curve management purposes. These positions had a negative impact during the reporting period.
8
Fund Leverage
IMPACT OF THE FUND’S LEVERAGE STRATEGIES ON PERFORMANCE
One important factor impacting the returns of the Fund’s common shares relative to its comparative benchmarks was the Fund’s use of leverage through bank borrowings and reverse repurchase agreements. The Fund uses leverage because our research has shown that, over time, leveraging provides opportunities for additional income. The opportunity arises when short-term rates that the Fund pays on its leveraging instruments are lower than the interest the Fund earns on its portfolio securities that it has bought with the proceeds of that leverage. This has been particularly true in the recent market environment where short-term rates have been low by historical standards.
However, use of leverage can expose Fund common shares to additional price volatility. When the 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, which will make the shares’ net asset value more volatile, and 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-termtax-exempt interest rates. While fund leverage expenses are somewhat higher than theirall-time lows after the 2007-2009 financial crisis, which has contributed to a reduction in common share net income and long-term total return potential, leverage nevertheless continues to provide the opportunity for incremental common share income. Management believes that the potential benefits from leverage continue to outweigh the associated increase in risk and volatility previously described.
The Fund’s use of leverage had a positive impact on the total return performance during this reporting period.
As of December 31, 2019, the Fund’s percentages of leverage are as shown in the accompanying table.
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| | JLS | |
Effective Leverage* | | | 29.36 | % |
Regulatory Leverage* | | | 0.00 | % |
* | 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. Regulatory leverage consists of preferred shares issued or borrowings of a Fund. Both of these are part of a Fund’s capital structure. A Fund, however, may from time to time borrow on a typically transient basis in connection with its day-to-day operations, primarily in connection with the need to settle portfolio trades. Such incidental borrowings are excluded from the calculation of a Fund’s effective leverage ratio. Regulatory leverage is subject to asset coverage limits set forth in the Investment Company Act of 1940. |
THE FUND’S LEVERAGE
Bank Borrowings
As noted above, the Funds employ leverage through the use of bank borrowings. The Funds’ bank borrowing activities are as shown in the accompanying table.
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Current Reporting Period | | | | | | Subsequent to the Close of the Reporting Period | |
January 1, 2019 | | | Draws | | | Paydowns | | | December 31, 2019 | | | Average Balance Outstanding | | | | | | Draws | | | Paydowns | | | February 27, 2020 | |
| $147,200,000 | | | | $ — | | | | $(147,200,000) | | | | $ — | | | | $138,749,789 | ** | | | | | | | $ — | | | | $ — | | | | $ — | |
** | For the period January 1, 2019 through August 25, 2019. |
Refer to Notes to Financial Statements, Note 8 – Borrowing Arrangements for further details.
9
Fund Leverage(continued)
Reverse Repurchase Agreements
As noted above, the Fund utilized reverse repurchase agreements, in which the Fund sells to a counterparty a security that it holds with a contemporaneous agreement to repurchase the same security at an agreed-upon price and date. The Fund’s transactions in reverse repurchase agreements are as shown in the accompanying table.
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Current Reporting Period | | | | | | Subsequent to the Close of the Reporting Period | |
January 1, 2019 | | | Sales | | | Purchases | | | December 31, 2019 | | | Average Balance Outstanding | | | | | | Sales | | | Purchases | | | February 27, 2020 | |
| $ — | | | | $334,600,000 | | | | $(282,550,000) | | | | $52,050,000 | | | | $52,875,301 | *** | | | | | | | $59,410,000 | | | | $(61,300,000) | | | | $50,160,000 | |
*** | For the period October 10, 2019 (initial purchase of reverse repurchase agreements) through December 31, 2019. |
Refer to Notes to Financial Statements, Note 8 – Fund Leverage for further details.
10
Common Share Information
DISTRIBUTION INFORMATION
The following information regarding the Fund’s distributions is current as of December 31, 2019, the Fund’s fiscal year end (FYE) and tax year end, and may differ from previously issued distribution notifications.
The Fund has a cash flow-based distribution program. Under this program, the Fund seeks to maintain an attractive and stable regular distribution based on the Fund’s net cash flow received from its portfolio investments. Fund distributions are not intended to include expected portfolio appreciation; however, the Fund invests in securities that make payments which ultimately may be fully or partially treated as gains or return of capital for tax purposes. This tax treatment will generally “flow through” to the Fund’s distributions, but the specific tax treatment is often not known with certainty until after the end of the Fund’s tax year. As a result, regular distributions throughout the year are likely to be re-characterized for tax purposes as either long-term gains (both realized and unrealized), or as a non-taxable return of capital.
The figures in the table below provide the sources (for financial reporting purposes) of the Fund’s distributions as of December 31, 2019. These sources include amounts attributable to realized gains and/or returns of capital. The Fund attributes these non-income sources equally to each regular distribution throughout the fiscal year. The information shown below is for the distributions paid on common shares for all prior months in the current fiscal year. These amounts should not be used for tax reporting purposes, and the distribution sources may differ for financial reporting than for tax reporting. The final determination of the tax characteristics of all distributions paid in 2019 will be made in early 2020 and reported to you on Form 1099-DIV. More details about the tax characteristics of the Fund’s distributions are available onwww.nuveen.com/CEFdistributions.
Data as of December 31, 2019
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Fiscal YTD Percentage of the Distribution | | | | | Fiscal YTD Per Share Amounts | |
Net Investment Income | | | Realized Gains | | | Return of Capital | | | | | Total Distributions | | | Net Investment Income | | | Realized Gains | | | Return of Capital | |
| 67.49% | | | | 0.00% | | | | 32.51% | | | | | | $1.3620 | | | | $0.9192 | | | | $0.000 | | | | $0.4428 | |
The following table provides information regarding Fund distributions and total return performance over various time periods. This information is intended to help you better understand whether Fund returns for the specified time periods were sufficient to meet Fund distributions.
Data as of December 31, 2019
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Annualized | | | | | Cumulative | |
Inception Dat | | Latest Monthly Per Share Distribution | | | | | Current Distribution on NAV | | | 1-Year Return on NAV | | | 5-Year Return on NAV | | | | | Fiscal YTD Distributions on NAV | | | Fiscal YTD Return on NAV | |
11/25/2009 | | | $0.1135 | | | | | | 5.97% | | | | 5.16% | | | | 5.43% | | | | | | 5.97% | | | | 5.16% | |
11
Common Share Information(continued)
CHANGE IN METHOD OF PUBLISHING NUVEENCLOSED-END FUND DISTRIBUTION AMOUNTS
Beginning on or about November 1, 2019, the NuveenClosed-End Funds will be discontinuing the practice of announcing Fund distribution amounts and timing via press release. Instead, information about the NuveenClosed-End Funds’ monthly and quarterly periodic distributions to shareholders will be posted and can be found on Nuveen’s enhancedclosed-end fund resource page, which is atwww.nuveen.com/closed-end-fund-distributions, along with other Nuveenclosed-end fund product updates. Shareholders can expect regular distribution information to be posted on www.nuveen.com on the first business day of each month. To ensure that our shareholders have timely access to the latest information, a subscribe function can be activated at this link here, or at this web page(www.nuveen.com/en-us/people/about-nuveen/for-the-media).
COMMON SHARE REPURCHASES
During August 2019, the Fund’s Board of Trustees reauthorized an open-market share repurchase program, allowing each Fund to repurchase an aggregate of up to approximately 10% of its outstanding shares.
As of December 31, 2019, and since the inception of the Funds’ repurchase programs, the Funds have cumulatively repurchased and retired their outstanding common shares as shown in the accompanying table.
| | | | |
| | JLS | |
Common shares cumulatively repurchased and retired | | | 0 | |
Common shares authorized for repurchase | | | 1,590,000 | |
During the current reporting period, the Fund did not repurchase any of their outstanding common shares.
TENDER OFFER
In connection with the restructuring, the Fund’s Board of Trustees authorized the Fund to conduct a tender offer pursuant to which the Fund offered to purchase up to 100% of the Fund’s outstanding shares for cash on a pro rata basis at a price per share equal to 100% of the NAV per share, as determined on the date the tender offer expires.
On August 30, 2019, Nuveen announced the Fund’s tender offer, which commenced on September 9, 2019 and expired on October 7, 2019.
During the current reporting period, the Fund repurchased and retired their common shares, through the tender offer, at a price per share and a discount per share as shown in the accompanying table.
| | | | |
| | JLS | |
Common shares repurchased and retired through tender offer | | | 10,402,186 | |
Tender offer price per common share | | | $23.10 | |
Tender offer discount per common share | | | 0.00 | % |
Refer to Notes to Financial Statements, Note 5 – Fund Shares, Tender Offer for further details on the tender offer.
OTHER COMMON SHARE INFORMATION
As of December 31, 2019, and during the current reporting period, the Fund’s common share prices were trading at a premium/(discount) to its common share NAV as shown in the accompanying table.
| | | | |
| | JLS | |
Common share NAV | | $ | 22.83 | |
Common share price | | $ | 21.96 | |
Premium/(Discount) to NAV | | | (3.81 | )% |
12-month average premium/(discount) to NAV | | | (1.15 | )% |
12
Risk Considerations and Investment Policy Updates
Risk Considerations
Fund shares are not guaranteed or endorsed by any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation.
Nuveen Mortgage and Income Fund (JLS) (formerly Nuveen Mortgage Opportunity Term Fund)
Investing inclosed-end funds involves risk; principal loss is possible. There is no guarantee the Fund’s investment objectives will be achieved.Closed-end fund shares may frequently trade at a discount or premium to their net asset value. Investing inmortgage-backed securities entails credit risk, the risk that the servicer fails to perform its duties, liquidity risks, interest rate risks, structure risks, prepayment risk, and geographical concentration risks. Investing inasset-backed securities entails credit risks inherent in the underlying collateral, the risk that the servicer fails to perform its duties, interest rate risk, liquidity risks and prepayment risk. Leverage increases return volatility and magnifies the Fund’s potential return and its risks; there is no guarantee a fund’s leverage strategy will be successful. These and other risk considerations are described in more detail on the Fund’s web page at www.nuveen.com/JLS.
Investment Policy Updates
Change in Investment Policy
The Fund has recently adopted the following policy regarding limits to investments in illiquid securities:
While there are no such limits imposed by applicable regulations, certain NuveenClosed-End Funds formerly had investment policies that placed limits on the Fund’s ability to invest in illiquid securities. All exchange-listed NuveenClosed-End Funds now have no formal limit on their ability to invest in such illiquid securities, but the Fund’s portfolio management team will monitor such investments in the regular, overall management of the Fund’s portfolio securities.
13
| | |
JLS | | Nuveen Mortgage and Income Fund (formerly known as Nuveen Mortgage Opportunity Term Fund) Performance Overview and Holding Summaries as of December 31, 2019 |
Refer to Glossary of Terms Used in this Report for further definition of terms used in this section.
Average Annual Total Returns as of December 31, 2019
| | | | | | | | | | | | |
| | Average Annual | |
| | 1-Year | | | 5-Year | | | 10-Year | |
JLS at Common Share NAV | | | 5.16% | | | | 5.43% | | | | 7.98% | |
JLS at Common Share Price | | | 4.27% | | | | 7.55% | | | | 7.44% | |
Bloomberg Barclays U.S. Aggregate Bond Index | | | 8.72% | | | | 3.05% | | | | 3.75% | |
JLS Linked Benchmark1 | | | 8.38% | | | | 2.98% | | | | 3.71% | |
Performance prior to October 14, 2019, reflects the Fund’s performance under the management of a sub-adviser using investment strategies that differed from those currently in place. Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Returns at NAV are net of Fund expenses, and assume reinvestment of distributions. Comparative index return information is provided for the Fund’s shares at NAV only. Indexes are not available for direct investment.
Common Share Price Performance —Weekly Closing Price
![LOGO](https://capedge.com/proxy/N-CSR/0001193125-20-064811/g712983g62z03.jpg)
1 | The JLS Linked Benchmark is comprised of the Barclays U.S. Aggregate Bond Index from inception to 10/13/19 and the ICE BofA U.S. ABS & CMBS Index after 10/13/19. |
14
This data relates to the securities held in the Fund’s portfolio of investments as of the end of the reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.
For financial reporting purposes, the ratings disclosed are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below-investment grade ratings. Holdings designated N/R are not rated by these national rating agencies.
Fund Allocation
(% of net assets)
| | | | |
Mortgage-Backed Securities | | | 127.2% | |
Asset-Backed Securities | | | 8.5% | |
U.S. Government and Agency Obligations | | | 6.0% | |
Other Assets Less Liabilities | | | (0.2)% | |
Net Assets Plus Reverse Repurchase Agreements | | | 141.5% | |
Reverse Repurchase Agreements | | | (41.5)% | |
Net Assets | | | 100% | |
Credit Quality
(% of total investments)
| | | | |
U.S. Treasury/Agency | | | 4.5% | |
AAA | | | 37.0% | |
AA | | | 4.9% | |
A | | | 4.6% | |
BBB | | | 18.5% | |
BB or Lower | | | 16.3% | |
N/R (not rated) | | | 14.2% | |
Total | | | 100% | |
15
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of
Nuveen Mortgage and Income Fund (formerly known as Nuveen Mortgage Opportunity Term Fund)
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Nuveen Mortgage and Income Fund (formerly known as Nuveen Mortgage Opportunity Term Fund, hereafter referred to as the “Fund”) as of December 31, 2019, the related statement of operations and cash flows for the year ended December 31, 2019, the statement of changes in net assets for each of the two years in the period ended December 31, 2019, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2019 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2019, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2019 and the financial highlights for each of the five years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s 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 Fund 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 December 31, 2019 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 opinion.
PricewaterhouseCoopers LLP
Chicago, Illinois
February 27, 2020
We have served as the auditor of one or more investment companies in Nuveen Funds since 2002.
16
| | |
JLS | | Nuveen Mortgage and Income Fund (formerly known as Nuveen Mortgage Opportunity Term Fund) Portfolio of Investments December 31, 2019 |
| | | | | | | | | | | | | | | | | | | | |
Principal Amount (000) | | | Description (1) | | Coupon | | | Maturity | | | Ratings (2) | | | Value | |
| |
| | | | LONG-TERM INVESTMENTS – 135.7% (95.7% of Total Investments) | |
| | | | |
| | | MORTGAGE-BACKED SECURITIES – 127.2% (89.7% of Total Investments) | | | | | | | | | | |
| | | | | |
$ | 5,000 | | | Angel Oak Mortgage Trust I LLC2018-1, 144A | | | 4.100% | | | | 4/27/48 | | | | BBB | | | $ | 5,012,210 | |
| 172 | | | Angel Oak Mortgage Trust LLC, 144A | | | 3.644% | | | | 1/25/47 | | | | AAA | | | | 171,931 | |
| 1,000 | | | AREIT 2019-CRE3 Trust, 144A,(1-Month LIBOR reference rate + 1.020% spread), (3) | | | 2.760% | | | | 9/14/36 | | | | Aaa | | | | 998,125 | |
| 1,185 | | | Arroyo Mortgage Trust2018-1, 144A, (4) | | | 3.763% | | | | 4/25/48 | | | | AAA | | | | 1,198,496 | |
| 3,638 | | | Arroyo Mortgage Trust2019-1, 144A, (4) | | | 3.805% | | | | 1/25/49 | | | | AAA | | | | 3,699,277 | |
| 1,500 | | | BANK 2017-BNK8, (4) | | | 3.731% | | | | 11/15/50 | | | | AAA | | | | 1,582,232 | |
| 4,005 | | | BCAP LLC Trust2007-AA1,(1-Month LIBOR reference rate + 0.180% spread), (3), (4) | | | 1.972% | | | | 3/25/37 | | | | Caa3 | | | | 3,821,135 | |
| 1,000 | | | Benchmark2019-B14 Mortgage Trust | | | 3.781% | | | | 12/15/62 | | | | A– | | | | 1,011,671 | |
| 1,500 | | | Benchmark2019-B15 Mortgage Trust | | | 3.839% | | | | 12/15/72 | | | | A– | | | | 1,509,483 | |
| 40,921 | | | Benchmark2019-B15 Mortgage Trust, (I/O), 144A | | | 0.275% | | | | 12/15/72 | | | | AA– | | | | 625,801 | |
| 1,000 | | | BX Commercial Mortgage Trust2019-XL, 144A,(1-Month LIBOR reference rate + 1.800% spread), (3) | | | 3.540% | | | | 10/15/36 | | | | N/R | | | | 1,000,940 | |
| 845 | | | CD2016-CD1 Mortgage Trust | | | 3.631% | | | | 8/10/49 | | | | A– | | | | 846,410 | |
| 1,500 | | | CD2016-CD2 Mortgage Trust | | | 4.028% | | | | 11/10/49 | | | | A– | | | | 1,538,602 | |
| 2,399 | | | ChaseFlex Trust Series2007-2,(1-Month LIBOR reference rate + 0.280% spread), (3) | | | 2.072% | | | | 5/25/37 | | | | B3 | | | | 2,294,204 | |
| 906 | | | CHL Mortgage Pass-Through Trust 2006-HYB1 | | | 3.777% | | | | 3/20/36 | | | | Caa3 | | | | 869,804 | |
| 425 | | | Citigroup Commercial Mortgage Trust, (4) | | | 3.576% | | | | 4/10/49 | | | | AAA | | | | 442,248 | |
| 1,500 | | | Citigroup Commercial Mortgage Trust 2019-GC43, (4) | | | 3.038% | | | | 11/10/52 | | | | AAA | | | | 1,544,633 | |
| 1,250 | | | Citigroup Commercial Mortgage Trust 2019-GC43 C | | | 3.622% | | | | 11/10/52 | | | | A– | | | | 1,247,106 | |
| 1,044 | | | COLT2018-3 Mortgage Loan Trust, 144A, (4) | | | 3.692% | | | | 10/26/48 | | | | AAA | | | | 1,049,170 | |
| 1,000 | | | COMM 2014-CCRE19 Mortgage Trust, 144A | | | 4.747% | | | | 8/10/47 | | | | BBB– | | | | 993,673 | |
| 325 | | | COMM 2014-CCRE19 Mortgage Trust | | | 4.703% | | | | 8/10/47 | | | | AA– | | | | 347,068 | |
| 1,000 | | | COMM 2015-CCRE22 Mortgage Trust, 144A | | | 3.000% | | | | 3/10/48 | | | | BB– | | | | 873,600 | |
| 1,000 | | | COMM 2015-CCRE23 Mortgage Trust | | | 4.250% | | | | 5/10/48 | | | | N/R | | | | 1,047,827 | |
| 1,500 | | | COMM 2015-CCRE24 Mortgage Trust | | | 3.463% | | | | 8/10/48 | | | | BBB– | | | | 1,393,072 | |
| 750 | | | COMM 2015-CCRE27 Mortgage Trust, (4) | | | 4.360% | | | | 10/10/48 | | | | AA– | | | | 804,101 | |
| 1,000 | | | COMM 2015-LC23 B Mortgage Trust, (4) | | | 3.774% | | | | 10/10/48 | | | | Aaa | | | | 1,068,591 | |
| 300 | | | COMM 2015-LC23 Mortgage Trust | | | 4.459% | | | | 10/10/48 | | | | AA– | | | | 319,320 | |
| 1,250 | | | COMM 2019-GC44 Mortgage Trust, (4) | | | 3.263% | | | | 8/15/57 | | | | AAA | | | | 1,262,482 | |
| 233 | | | Connecticut Avenue Securities Trust2019-R03, 144A,(1-Month LIBOR reference rate + 0.750% spread), (3) | | | 2.542% | | | | 9/25/31 | | | | Aaa | | | | 232,901 | |
| 1,863 | | | Connecticut Avenue Securities Trust2019-R04, 144A,(1-Month LIBOR reference rate + 0.750% spread), (3) | | | 2.542% | | | | 6/25/39 | | | | Aaa | | | | 1,863,475 | |
| 2,360 | | | Connecticut Avenue Securities Trust2019-R05, 144A,(1-Month LIBOR reference rate + 0.750% spread), (3) | | | 2.542% | | | | 7/25/39 | | | | BBB+ | | | | 2,360,201 | |
| 2,442 | | | Connecticut Avenue Securities Trust2019-R06, 144A,(1-Month LIBOR reference rate + 0.750% spread), (3) | | | 2.542% | | | | 9/25/39 | | | | BBB– | | | | 2,442,743 | |
| 4,558 | | | Connecticut Avenue Securities Trust2019-R07, 144A,(1-Month LIBOR reference rate + 0.770% spread), (3) | | | 2.562% | | | | 10/25/39 | | | | BBB– | | | | 4,559,162 | |
| 1,300 | | | CPT Mortgage Trust, 144A | | | 2.997% | | | | 11/13/39 | | | | N/R | | | | 1,210,415 | |
| 1,407 | | | Deephave Residential Mortgage Trust2019-2, 144A, (4) | | | 3.558% | | | | 4/25/59 | | | | AAA | | | | 1,415,982 | |
| 2,080 | | | Fannie Mae Connecticut Avenue Securities Trust,(1-Month LIBOR reference rate + 3.000% spread), (3) | | | 4.792% | | | | 7/25/24 | | | | Aaa | | | | 2,188,039 | |
| 1,463 | | | Fannie Mae Connecticut Avenue Securities Trust,(1-Month LIBOR reference rate + 2.200% spread), (3) | | | 3.861% | | | | 8/25/30 | | | | Aaa | | | | 1,475,554 | |
| 1,500 | | | Fannie Mae Connecticut Avenue Securities Trust,(1-Month LIBOR reference rate + 2.150% spread), (3) | | | 3.942% | | | | 10/25/30 | | | | B+ | | | | 1,511,498 | |
| 3,127 | | | Fannie Mae Connecticut Avenue Securities Trust,(1-Month LIBOR reference rate + 0.720% spread), (3) | | | 2.512% | | | | 1/25/31 | | | | Aaa | | | | 3,127,673 | |
| 5,000 | | | Fannie Mae Connecticut Avenue Securities Trust,(1-Month LIBOR reference rate + 2.100% spread), (3) | | | 3.892% | | | | 3/25/31 | | | | Aaa | | | | 5,028,163 | |
| 1,155 | | | First Horizon Alternative Mortgage Securities Trust2005-AA7 | | | 4.063% | | | | 9/25/35 | | | | N/R | | | | 1,113,587 | |
| 1,841 | | | First Horizon Alternative Mortgage Securities Trust2006-FA3 | | | 6.000% | | | | 7/25/36 | | | | Ca | | | | 1,396,554 | |
| 3,000 | | | Freddie Mac Stacr Remic Trust 2019-HQA4, 144A,(1-Month LIBOR reference rate + 2.050% spread), (3) | | | 3.842% | | | | 11/25/49 | | | | B+ | | | | 3,015,215 | |
| 1,500 | | | Freddie Mac Stacr Trust 2018-HQA2, 144A,(1-Month LIBOR reference rate + 2.300% spread), (3) | | | 4.092% | | | | 10/25/48 | | | | B+ | | | | 1,519,304 | |
17
| | |
| |
JLS | | Nuveen Mortgage and Income Fund(continued) |
| (formerly known as Nuveen Mortgage Opportunity Term Fund) |
| |
| | Portfolio of Investments December 31, 2019 |
| | | | | | | | | | | | | | | | | | | | |
Principal Amount (000) | | | Description (1) | | Coupon | | | Maturity | | | Ratings (2) | | | Value | |
| | | | |
| | | MORTGAGE-BACKED SECURITIES(continued) | | | | | | | | | | |
| | | | | |
$ | 2,220 | | | Freddie Mac STACR Trust 2019-HRP1, 144A,(1-Month LIBOR reference rate + 1.400% spread), (3), (4) | | | 3.192% | | | | 2/25/49 | | | | BBB+ | | | $ | 2,220,599 | |
| 350 | | | Freddie Mac Strips, (I/O),(1-Month LIBOR reference rate + 5.920% spread), (3) | | | 4.180% | | | | 3/15/44 | | | | N/R | | | | 59,220 | |
| 5,000 | | | Freddie Mac Structured Agency Credit Risk Debt Notes,(1-Month LIBOR reference rate + 3.250% spread), (3) | | | 5.042% | | | | 7/25/29 | | | | Aaa | | | | 5,254,906 | |
| 5,000 | | | Freddie Mac Structured Agency Credit Risk Debt Notes,(1-Month LIBOR reference rate + 3.450% spread), (3) | | | 5.242% | | | | 10/25/29 | | | | BBB– | | | | 5,325,750 | |
| 1,421 | | | Freddie Mac Structured Agency Credit Risk Debt Notes,(1-Month LIBOR reference rate + 2.350% spread), (3) | | | 4.142% | | | | 4/25/30 | | | | AAA | | | | 1,445,102 | |
| 1,500 | | | Freddie Mac Structured Agency Credit Risk Debt Notes Trust2018-SPI4, 144A | | | 4.459% | | | | 11/25/48 | | | | Aaa | | | | 1,504,604 | |
| 1,794 | | | GMACM Mortgage Loan Trust2005-AF2 | | | 6.000% | | | | 12/25/35 | | | | N/R | | | | 1,752,274 | |
| 500 | | | GS Mortgage Securities Corp Trust2018-TWR, 144A,(1-Month LIBOR reference rate + 0.900% spread), (3), (4) | | | 2.640% | | | | 7/15/31 | | | | AAA | | | | 498,261 | |
| 1,000 | | | GS Mortgage Securities Trust 2015-GC30 | | | 4.008% | | | | 5/10/50 | | | | N/R | | | | 1,046,236 | |
| 1,000 | | | GS Mortgage Securities Trust 2019-GC38 | | | 4.158% | | | | 2/10/52 | | | | AAA | | | | 1,087,467 | |
| 150 | | | GS Mortgage Securities Trust 2019-GC40, 144A | | | 3.550% | | | | 7/10/52 | | | | BBB– | | | | 152,219 | |
| 1,000 | | | GS Mortgage Securities Trust 2019-GSA1, (4) | | | 3.340% | | | | 11/10/52 | | | | AAA | | | | 1,019,563 | |
| 2,212 | | | GSAA Home Equity Trust2007-8,(1-Month LIBOR reference rate + 0.450% spread), (3), (4) | | | 2.242% | | | | 8/25/37 | | | | B1 | | | | 2,165,048 | |
| 1,246 | | | Hudson Yards, 144A | | | 3.041% | | | | 12/10/41 | | | | Baa3 | | | | 1,195,600 | |
| 1,000 | | | Hudson Yards, 144A | | | 3.041% | | | | 12/10/41 | | | | N/R | | | | 882,362 | |
| 1,500 | | | Hudson Yards 2019-30HY Mortgage Trust, 144A | | | 3.228% | | | | 7/10/39 | | | | AAA | | | | 1,550,683 | |
| 2,188 | | | IndyMac INDX Mortgage Loan Trust 2005-AR11, (4) | | | 3.807% | | | | 8/25/35 | | | | Caa3 | | | | 1,972,792 | |
| 1,328 | | | JP Morgan Mortgage Trust2006-A6 | | | 4.181% | | | | 10/25/36 | | | | N/R | | | | 1,224,623 | |
| 1,000 | | | JPMBB Commercial Mortgage Securities Trust2015-C27 | | | 3.898% | | | | 2/15/48 | | | | N/R | | | | 1,036,785 | |
| 902 | | | JPMBB Commercial Mortgage Securities Trust2015-C29 | | | 4.118% | | | | 5/15/48 | | | | AA– | | | | 943,964 | |
| 400 | | | JPMBB Commercial Mortgage Securities Trust2015-C29 | | | 4.156% | | | | 5/15/48 | | | | A– | | | | 410,057 | |
| 1,340 | | | JPMBB Commercial Mortgage Securities Trust2016-C1, (4) | | | 3.316% | | | | 3/15/49 | | | | Aaa | | | | 1,382,822 | |
| 1,500 | | | JPMCC Commercial Mortgage Securities Trust2017-JP5, (4) | | | 3.723% | | | | 3/15/50 | | | | Aaa | | | | 1,608,359 | |
| 1,000 | | | MAD Mortgage Trust 2017-330M, 144A, (4) | | | 3.188% | | | | 8/15/34 | | | | AAA | | | | 1,021,176 | |
| 600 | | | Morgan Stanley Bank of America Merrill Lynch Trust 2014 C19 | | | 4.000% | | | | 12/15/47 | | | | N/R | | | | 618,272 | |
| 226 | | | Morgan Stanley Capital I Trust2015-MS1 | | | 4.031% | | | | 5/15/48 | | | | N/R | | | | 237,175 | |
| 1,500 | | | Morgan Stanley Capital I Trust 2016-UBS9, (4) | | | 3.594% | | | | 3/15/49 | | | | Aaa | | | | 1,588,334 | |
| 1,335 | | | Morgan Stanley Capital I Trust2018-MP, 144A, (4) | | | 4.418% | | | | 7/11/40 | | | | Aaa | | | | 1,492,926 | |
| 1,000 | | | Morgan Stanley Capital I Trust2019-L3, (4) | | | 3.490% | | | | 11/15/29 | | | | AAA | | | | 1,030,858 | |
| 300 | | | Morgan Stanley Mortgage Loan Trust 2007-15AR | | | 3.578% | | | | 11/25/37 | | | | CCC | | | | 263,875 | |
| 1,500 | | | Natixis Commercial Mortgage Securities Trust 2019-1776, 144A | | | 3.902% | | | | 10/15/36 | | | | Ba3 | | | | 1,486,544 | |
| 1,500 | | | Natixis Commercial Mortgage Securities Trust 2019-MILE, 144A,(1-Month LIBOR reference rate + 1.500% spread), (3) | | | 3.240% | | | | 7/15/36 | | | | N/R | | | | 1,499,999 | |
| 1,000 | | | Natixis Commercial Mortgage Securities Trust 2019-MILE, 144A,(1-Month LIBOR reference rate + 2.750% spread), (3) | | | 4.490% | | | | 7/15/36 | | | | N/R | | | | 999,998 | |
| 1,050 | | | Natixis Commercial Mortgage Securities Trust 2019-MILE, 144A,(1-Month LIBOR reference rate + 4.250% spread), (3) | | | 5.990% | | | | 7/15/36 | | | | N/R | | | | 1,049,997 | |
| 1,623 | | | New Residential Mortgage Loan Trust2018-4, 144A,(1-Month LIBOR reference rate + 0.900% spread), (3), (4) | | | 2.692% | | | | 1/25/48 | | | | Aaa | | | | 1,618,335 | |
| 1,289 | | | Pretium Mortgage Credit Partners I 2019-NPL1 LLC, 144A, (4) | | | 4.213% | | | | 7/25/60 | | | | N/R | | | | 1,291,523 | |
| 3,090 | | | Progress Residential 2019-SFR2 Trust, 144A, (4) | | | 3.147% | | | | 5/17/36 | | | | Aaa | | | | 3,128,505 | |
| 1,689 | | | PRPM2018-2 LLC, 144A, (4) | | | 4.000% | | | | 8/25/23 | | | | N/R | | | | 1,695,145 | |
| 2,318 | | | RALI Series2007-QS2 Trust, (4) | | | 6.250% | | | | 1/25/37 | | | | Caa3 | | | | 2,129,012 | |
| 5,554 | | | RAMP Series2006-NC2 Trust,(1-Month LIBOR reference rate + 0.290% spread), (3), (4) | | | 2.082% | | | | 2/25/36 | | | | Aaa | | | | 5,549,005 | |
| 3,308 | | | STACR Trust 2018-HRP1, 144A,(1-Month LIBOR reference rate + 1.650% spread), (3) | | | 3.442% | | | | 4/25/43 | | | | BB– | | | | 3,318,046 | |
| 5,560 | | | Towd Point Mortgage Trust2019-SJ2, 144A, (4) | | | 4.250% | | | | 11/25/58 | | | | AA | | | | 5,700,545 | |
| 605 | | | UBS-Barclays Commercial Mortgage Trust2013-C5, 144A | | | 4.082% | | | | 3/10/46 | | | | A3 | | | | 614,903 | |
| 1,858 | | | Vericrest Opportunity Loan Trust 2019-NPL2, 144A, (4) | | | 3.967% | | | | 2/25/49 | | | | N/R | | | | 1,862,869 | |
| 1,498 | | | Verus Securitization Trust2019-2, 144A, (4) | | | 3.211% | | | | 5/25/59 | | | | AAA | | | | 1,506,519 | |
| 398 | | | VOLT LXII LLC Trust 2017-NPL9, 144A | | | 3.125% | | | | 9/25/47 | | | | N/R | | | | 398,360 | |
| 1,500 | | | VOLT LXXXIV LLC Trust 2019-NP10, 144A | | | 3.967% | | | | 12/27/49 | | | | N/R | | | | 1,497,948 | |
| 1,376 | | | WaMu Mortgage Pass-Through Certificates Series2006-AR7 Trust, (12MTA reference rate + 0.980% spread), (3) | | | 3.219% | | | | 7/25/46 | | | | Caa3 | | | | 1,307,322 | |
| 1,190 | | | Wells Fargo Commercial Mortgage Trust2012-LC5, 144A | | | 4.755% | | | | 10/15/45 | | | | Baa3 | | | | 1,228,589 | |
18
| | | | | | | | | | | | | | | | | | | | |
Principal Amount (000) | | | Description (1) | | Coupon | | | Maturity | | | Ratings (2) | | | Value | |
| | | | |
| | | MORTGAGE-BACKED SECURITIES(continued) | | | | | | | | | | |
| | | | | |
$ | 1,000 | | | Wells Fargo Commercial Mortgage Trust2015-C28, (4) | | | 3.540% | | | | 5/15/48 | | | | Aaa | | | $ | 1,055,249 | |
| 335 | | | Wells Fargo Commercial Mortgage Trust 2015-NXS3 | | | 4.487% | | | | 9/15/57 | | | | N/R | | | | 352,041 | |
| 1,000 | | | Wells Fargo Commercial Mortgage Trust2016-C32 | | | 4.722% | | | | 1/15/59 | | | | N/R | | | | 1,089,310 | |
| 3,695 | | | Wells Fargo Commercial Mortgage Trust2016-C33, (4) | | | 3.426% | | | | 3/15/59 | | | | Aaa | | | | 3,889,549 | |
$ | 199,192 | | | Total Mortgage-Backed Securities (cost $157,227,892) | | | | | | | | | | | | | | | 159,294,903 | |
| | | | | |
Principal Amount (000) | | | Description (1) | | Coupon | | | Maturity | | | Ratings (2) | | | Value | |
| |
| | | ASSET-BACKED SECURITIES – 8.5% (6.0% of Total Investments) | |
| | | | | |
$ | 984 | | | Adams Outdoor Advertising LP, 144A | | | 4.810% | | | | 11/15/48 | | | | A | | | $ | 1,020,197 | |
| 1,000 | | | Applebee’s Funding LLC / IHOP Funding LLC, 144A | | | 4.194% | | | | 6/07/49 | | | | BBB | | | | 1,013,760 | |
| 250 | | | Atrium XV, 144A,(3-Month LIBOR reference rate + 3.000% spread), (3) | | | 4.934% | | | | 1/23/31 | | | | BBB– | | | | 243,780 | |
| 985 | | | Driven Brands Funding LLC, 144A | | | 4.739% | | | | 4/20/48 | | | | BBB– | | | | 1,021,209 | |
| 975 | | | FOCUS Brands Funding LLC, 144A | | | 5.093% | | | | 4/30/47 | | | | BBB | | | | 1,024,481 | |
| 1,500 | | | Four Seas LP, 144A | | | 4.950% | | | | 8/28/27 | | | | N/R | | | | 1,496,165 | |
| 750 | | | Horizon Aircraft Finance III Ltd, 144A | | | 4.458% | | | | 11/15/39 | | | | BBB | | | | 745,694 | |
| 1,000 | | | SERVPRO Master Issuer LLC, 144A | | | 3.882% | | | | 10/25/49 | | | | BBB– | | | | 1,003,680 | |
| 593 | | | Sesac Finance LLC, 144A | | | 5.216% | | | | 7/25/49 | | | | N/R | | | | 612,742 | |
| 250 | | | Sierra Ltd, 144A,(3-Month U.S. Treasury Bill reference rate + 3.250% spread), (3), (WI/DD) | | | 4.794% | | | | 12/28/22 | | | | N/R | | | | 250,000 | |
| 559 | | | Sierra Timeshare2019-3 Receivables Funding LLC, 144A | | | 4.180% | | | | 8/20/36 | | | | BB | | | | 556,845 | |
| 946 | | | START Ireland Trust2019-I, 144A | | | 5.095% | | | | 3/15/44 | | | | BBB | | | | 967,818 | |
| 710 | | | Tesla Auto Lease Trust2019-A, 144A | | | 5.480% | | | | 5/22/23 | | | | Ba3 | | | | 712,280 | |
$ | 10,502 | | | Total Asset-Backed Securities (cost $10,676,167) | | | | | | | | | | | | | | | 10,668,651 | |
| | | | Total Long-Term Investments (cost $167,904,059) | | | | | | | | | | | | | | | 169,963,554 | |
| | | | | |
Principal Amount (000) | | | Description (1) | | Coupon | | | Maturity | | | Ratings (2) | | | Value | |
| | | | | |
| | | | SHORT-TERM INVESTMENTS – 6.0% (4.3% of Total Investments) | | | | | | | | | | | | | | | | |
| |
| | | U.S. GOVERNMENT AND AGENCY OBLIGATIONS – 6.0% (4.3% of Total Investments) | |
| | | | | |
$ | 7,580 | | | U.S. Treasury Bill | | | 0.000% | | | | 1/02/20 | | | | N/R | | | $ | 7,580,000 | |
| | | | Total Short-Term Investments (cost $7,579,769) | | | | | | | | | | | | | | | 7,580,000 | |
| | | | Total Investments (cost $175,483,828) – 141.7% | | | | | | | | | | | | | | | 177,543,554 | |
| | | | Reverse Repurchase Agreements – (41.5)% (5) | | | | | | | | | | | | | | | (52,050,000 | ) |
| | | | Other Assets Less Liabilities – (0.2)% | | | | | | | | | | | | | | | (240,892 | ) |
| | | | Net Assets Applicable to Common Shares – 100% | | | | | | | | | | | | | | $ | 125,252,662 | |
19
| | |
| |
JLS | | Nuveen Mortgage and Income Fund(continued) |
| (formerly known as Nuveen Mortgage Opportunity Term Fund) |
| |
| | Portfolio of Investments December 31, 2019 |
For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industrysub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industrysub-classifications into sectors for reporting ease.
(1) | All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise noted. |
(2) | For financial reporting purposes, the ratings disclosed are the highest of Standard & Poor’s Group (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) rating. This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Ratings below BBB by Standard & Poor’s, Baa by Moody’s or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies. Ratings are not covered by the report of independent registered public accounting firm. |
(3) | Variable rate security. The rate shown is the coupon as of the end of the reporting period. |
(4) | Investment, or portion of investment, has been pledged to collateralize the net payment obligations for investments in reverse repurchase agreements. As of the end of the reporting period, investments with a value of $61,765,074 have been pledged as collateral for reverse repurchase agreements. |
(5) | Reverse Repurchase Agreements as a percentage of Total Investments is 29.3%. |
12MTA | Federal Reserve U.S.12-Month Cumulative Treasury Average1-Year CMT. |
144A | Investment is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These investments may only be resold in transactions exempt from registration, which are normally those transactions with qualified institutional buyers. |
I/O | Interest only security. |
LIBOR | London Inter-Bank Offered Rate |
WI/DD | Purchased on a when-issued or delayed delivery basis. |
See accompanying notes to financial statements.
20
Statement of Assets and Liabilities
December 31, 2019
| | | | |
Assets | | | | |
Long-term investments, at value (cost $167,904,059) | | $ | 169,963,554 | |
Short-term investments, at value (cost $7,579,769) | | | 7,580,000 | |
Cash | | | 19,176 | |
Receivable for: | | | | |
Interest | | | 397,541 | |
Investments sold | | | 1,168,463 | |
From Adviser | | | 82,348 | |
Other assets | | | 51,177 | |
Total assets | | | 179,262,259 | |
Liabilities | | | | |
Reverse repurchase agreements | | | 52,050,000 | |
Payable for: | | | | |
Investments purchased – regular settlement | | | 1,184,469 | |
Investments purchased – when-issued/delayed-delivery settlement | | | 250,000 | |
Accrued expenses: | | | | |
Interest | | | 252,334 | |
Trustees fees | | | 54,888 | |
Other | | | 217,906 | |
Total liabilities | | | 54,009,597 | |
Net assets applicable to common shares | | $ | 125,252,662 | |
Common shares outstanding | | | 5,487,440 | |
Net asset value (“NAV”) per common share outstanding | | $ | 22.83 | |
Net assets applicable to common shares consist of: | | | | |
Common shares, $0.01 par value per share | | $ | 54,874 | |
Paid-in surplus | | | 124,995,304 | |
Total distributable earnings | | | 202,484 | |
Net assets applicable to common shares | | $ | 125,252,662 | |
Authorized common shares | | | Unlimited | |
See accompanying notes to financial statements.
21
Statement of Operations
Year Ended December 31, 2019
| | | | |
Investment Income | | $ | 18,339,446 | |
Expenses | | | | |
Management fees | | | 4,545,968 | |
Interest expense | | | 3,640,088 | |
Custodian fees | | | 84,542 | |
Trustees fees | | | 12,989 | |
Professional fees | | | 155,677 | |
Shareholder reporting expenses | | | 36,277 | |
Shareholder servicing agent fees | | | 125 | |
Stock exchange listing fees | | | 6,866 | |
Investor relations expenses | | | 84,966 | |
Other | | | 25,321 | |
Total expenses before fee waiver/expense reimbursement | | | 8,592,819 | |
Fee waiver/expense reimbursement | | | (580,722 | ) |
Net expenses | | | 8,012,097 | |
Net investment income (loss) | | | 10,327,349 | |
Realized and Unrealized Gain (Loss) | | | | |
Net realized gain (loss) from: | | | | |
Investments | | | (3,745,116 | ) |
Futures contracts | | | (2,436,470 | ) |
Change in net unrealized appreciation (depreciation) of: | | | | |
Investments | | | 13,359,106 | |
Futures contracts | | | 314,651 | |
Net realized and unrealized gain (loss) | | | 7,492,171 | |
Net increase (decrease) in net assets applicable to common shares from operations | | $ | 17,819,520 | |
See accompanying notes to financial statements.
22
Statement of Changes in Net Assets
| | | | | | | | |
| | Year Ended 12/31/19 | | | Year Ended 12/31/18 | |
Operations | | | | | | | | |
Net investment income (loss) | | $ | 10,327,349 | | | $ | 18,430,143 | |
Net realized gain (loss) from: | | | | | | | | |
Investments | | | (3,745,116 | ) | | | 8,517,764 | |
Futures contracts | | | (2,436,470 | ) | | | 135,691 | |
Change in net unrealized appreciation (depreciation) of: | | | | | | | | |
Investments | | | 13,359,106 | | | | (20,380,068 | ) |
Futures contracts | | | 314,651 | | | | (314,651 | ) |
Net increase (decrease) in net assets applicable to common shares from operations | | | 17,819,520 | | | | 6,388,879 | |
Distributions to Common Shareholders | | | | | | | | |
Dividends | | | (12,059,972 | ) | | | (31,968,876 | ) |
Return of capital | | | (6,039,324 | ) | | | (1,076,333 | ) |
Decrease in net assets applicable to common shares from distributions to common shareholders | | | (18,099,296 | ) | | | (33,045,209 | ) |
Capital Share Transactions | | | | | | | | |
Common shares: | | | | | | | | |
Net proceeds from shares issued to shareholders due to reinvestment of distributions | | | 14,734 | | | | 13,878 | |
Cost of shares repurchased and retired through tender offer | | | (240,292,577 | ) | | | — | |
Net increase (decrease) in net assets applicable to common shares from capital share transactions | | | (240,277,843 | ) | | | 13,878 | |
Net increase (decrease) in net assets applicable to common shares | | | (240,557,619 | ) | | | (26,642,452 | ) |
Net assets applicable to common shares at the beginning of period | | | 365,810,281 | | | | 392,452,733 | |
Net assets applicable to common shares at the end of period | | $ | 125,252,662 | | | $ | 365,810,281 | |
See accompanying notes to financial statements.
23
Statement of Cash Flows
Year Ended December 31, 2019
| | | | |
Cash Flows from Operating Activities: | | | | |
Net Increase (Decrease) In Net Assets Applicable to Common Shares from Operations | | $ | 17,819,520 | |
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 | | | (392,433,013 | ) |
Proceeds from sales and maturities of investments | | | 731,115,906 | |
Proceeds from (Purchases of) short-term investments, net | | | 4,868,483 | |
Amortization (Accretion) of premiums and discounts, net | | | (197,000 | ) |
(Increase) Decrease in: | | | | |
Receivable for interest | | | 1,167,102 | |
Receivable for investments sold | | | (1,168,463 | ) |
Receivable for from adviser | | | (82,348 | ) |
Other assets | | | 126 | |
Increase (Decrease) in: | | | | |
Payable for investments purchased – regular settlement | | | 1,184,469 | |
Payable for investments purchased – when-issued/delayed-delivery settlement | | | 250,000 | |
Payable for variation margin on futures contracts | | | (42,578 | ) |
Accrued management fees | | | (486,300 | ) |
Accrued interest on borrowings | | | (160,509 | ) |
Accrued Trustees fees | | | 2,961 | |
Accrued other expenses | | | 40,435 | |
Net realized (gain) loss from: | | | | |
Investments | | | 3,745,116 | |
Paydowns | | | 1,123,812 | |
Change in net unrealized (appreciation) depreciation of investments | | | (13,359,106 | ) |
Net cash provided by (used in) operating activities | | | 353,388,613 | |
Cash Flow from Financing Activities: | | | | |
Proceeds from reverse repurchase agreements | | | 334,600,000 | |
Purchase of reverse repurchase agreements | | | (282,550,000 | ) |
Repayment of borrowings | | | (147,200,000 | ) |
Cash distributions paid to common shareholders | | | (18,084,562 | ) |
Cost of shares repurchased and retired through tender offer | | | (240,292,577 | ) |
Net cash provided by (used in) financing activities | | | (353,527,139 | ) |
Net Increase (Decrease) in Cash and Cash Collateral at Brokers | | | (138,526 | ) |
Cash, cash denominated in foreign currency, and cash collateral at brokers at the beginning of period | | | 157,702 | |
Cash, cash denominated in foreign currency, and cash collateral at brokers at the end of period | | $ | 19,176 | |
| |
Supplemental Disclosure of Cash Flow Information | | | |
Cash paid for interest (excluding costs) | | $ | 3,800,597 | |
Non-cash financing activities not included herein consists of reinvestment of common share distributions | | | 14,734 | |
See accompanying notes to financial statements.
24
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25
Financial Highlights
Selected data for a common share outstanding throughout each period:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
| | | | | Investment Operations | | | Less Distributions to Common Shareholders | | | Common Share | |
| | | | | | | | | | |
| | Beginning Common Share NAV | | | Net Investment Income (Loss)(a) | | | Net Realized/ Unrealized Gain (Loss) | | | Total | | | From Net Investment Income | | | From Accumulated Net Realized Gains | | | Return of Capital | | | Total | | | Ending NAV | | | Ending Share Price | |
Year Ended 12/31: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2019 | | $ | 23.02 | | | $ | 0.76 | | | $ | 0.41 | | | $ | 1.17 | | | $ | (0.92 | ) | | $ | — | | | $ | (0.44 | ) | | $ | (1.36 | ) | | $ | 22.83 | | | $ | 21.96 | |
2018 | | | 24.70 | | | | 1.16 | | | | (0.76 | ) | | | 0.40 | | | | (1.52 | ) | | | (0.49 | ) | | | (0.07 | ) | | | (2.08 | ) | | | 23.02 | | | | 22.35 | |
2017 | | | 25.02 | | | | 1.34 | | | | 1.65 | | | | 2.99 | | | | (1.94 | ) | | | (1.37 | ) | | | — | | | | (3.31 | ) | | | 24.70 | | | | 24.69 | |
2016 | | | 25.09 | | | | 1.56 | | | | 0.08 | | | | 1.64 | | | | (1.43 | ) | | | (0.28 | ) | | | — | | | | (1.71 | ) | | | 25.02 | | | | 24.07 | |
2015 | | | 26.16 | | | | 1.28 | | | | (0.83 | ) | | | 0.45 | | | | (1.13 | ) | | | (0.25 | ) | | | (0.14 | ) | | | (1.52 | ) | | | 25.09 | | | | 22.71 | |
| | | | | | | | |
| | Borrowings at the End of Period | |
| | Aggregate Amount Outstanding (000) | | | Asset Coverage Per $1,000 | |
Year Ended 12/31: | |
2019 | | $ | — | | | $ | — | |
2018 | | | 147,200 | | | | 3,485 | |
2017 | | | 147,200 | | | | 3,666 | |
2016 | | | 147,200 | | | | 3,701 | |
2015 | | | 147,200 | | | | 3,708 | |
26
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Ratios/Supplemental Data Applicable to Common Shares | |
Common Share Total Returns | | | | | | Ratios to Average Net Assets Before Reimbursement(c) | | | Ratios to Average Net Assets After Reimbursement(c)(d) | | | | |
| | | | | | | |
Based on NAV(b) | | | Based on Share Price(b) | | | Ending Net Assets (000) | | | Expenses | | | Net Investment Income (Loss) | | | Expenses | | | Net Investment Income (Loss) | | | Portfolio Turnover Rate(e) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 5.16 | % | | | 4.27 | % | | $ | 125,253 | | | | 2.72 | % | | | 3.08 | % | | | 2.53 | % | | | 3.26 | % | | | 100 | % |
| 1.63 | | | | (1.06 | ) | | | 365,810 | | | | 2.89 | | | | 4.77 | | | | N/A | | | | N/A | | | | 44 | |
| 12.21 | | | | 16.79 | | | | 392,453 | | | | 2.51 | | | | 5.12 | | | | N/A | | | | N/A | | | | 85 | |
| 6.79 | | | | 13.97 | | | | 397,604 | | | | 2.42 | | | | 6.29 | | | | N/A | | | | N/A | | | | 73 | |
| 1.71 | | | | 4.82 | | | | 398,601 | | | | 2.24 | | | | 4.96 | | | | N/A | | | | N/A | | | | 24 | |
(a) | Per share Net Investment Income (Loss) is calculated using the average daily shares method. |
(b) | Total Return Based on Common Share NAV is the combination of changes in common share NAV, reinvested dividend income at NAV and reinvested capital gains distributions at NAV, if any. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending NAV. The actual reinvest price for the last dividend declared in the period may often be based on the Fund’s market price (and not its NAV), and therefore may be different from the price used in the calculation. Total returns are not annualized. |
Total Return Based on Common Share Price is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per common 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.
| | | | |
(c) | | • | | Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to reverse repurchase agreements (where applicable) and/or borrowings (as described in Note 8 – Fund Leverage). |
| | • | | Each ratio includes the effect of all interest expense paid and other costs related to reverse repurchase agreements and/or to borrowings, where applicable, as follows: |
| | | | |
Ratios of Interest Expense to Average Net Assets Applicable to Common Shares | |
Year Ended 12/31: | |
2019 | | | 1.15 | % |
2018 | | | 1.26 | |
2017 | | | 0.93 | |
2016 | | | 0.79 | |
2015 | | | 0.63 | |
(d) | During the fiscal year ended December 31, 2019, the Adviser voluntarily reimbursed the Fund for certain expenses incurred in connection with its restructuring. See Notes to Financial Statements, Note 7 – Management Fees. |
(e) | Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 4 – Portfolio Securities and Investments in Derivatives, Investments Transactions) divided by the average long-term market value during the period. |
N/A | Fund did not have a contractual reimbursement with the Adviser. |
See accompanying notes to financial statements.
27
Notes to Financial Statements
1. General Information
Fund Information
Nuveen Mortgage and Income Fund (formerly known as Nuveen Mortgage Opportunity Term Fund) (the “Fund”) is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as a diversified,closed-end management investment company. The Fund’s common shares are listed on the New York Stock Exchange (“NYSE”) and trade under the ticker symbol “JLS.” The Fund was organized as a Massachusetts business trust on September 10, 2009.
The end of the reporting period for the Fund is December 31, 2019, and the period covered by these Notes to Financial Statements is for the fiscal year ended December 31, 2019 (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 Fund, oversees the management of the Fund’s portfolios, manages the Fund’s business affairs and provides certain clerical, bookkeeping and other administrative services, and, if necessary, asset allocation decisions.
Prior to October 14, 2019, the Adviser was entered into sub-advisory agreements with Wellington Management Company LLP (“Wellington Management”). Wellington Management managed the Fund’s investments in mortgage-backed securities (“MBS”) and other permitted investments. On October 14, 2019, the Adviser entered into a sub-advisory agreements with Teachers Advisors, LLC (“TAL”), an affiliate of the Adviser, under which TAL manages the Fund’s investment portfolio.
Fund Restructure
Effective October 14, 2019, the restructuring proposals previously approved by the Fund’s Board of Trustees (the “Board”) and, as applicable, by the Fund’s shareholders became effective. Specifically, (1) the Fund’s Declaration of Trust was amended to eliminate the term structure of the Fund; (2) the Fund adopted a new fundamental investment objective to generate high current income through opportunistic investments in securitized credit; (3) TAL began serving assub-adviser to the Fund; (4) the Fund entered into a new Investment Management Agreement with the Adviser that, among other things, lowered the management fee rate charged on average daily managed assets by 15 basis points at each breakpoint level; (5) the Adviser entered into an agreement to waive management fees or reimburse expenses in an amount equal to 1.5% of the Fund’s managed assets for the first six months, 0.75% for the next three months and 0.25% for the next three months for the first year following October 14, 2019; and (6) certainnon-fundamental policies of the fund were modified to permit broader exposure tonon-mortgage related asset-backed securities. Additional information about the restructuring proposals is set forth in the Fund’s proxy statement dated June 4, 2019.
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. The Fund is an investment company and follows the accounting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 946, Financial Services – Investment Companies. The net asset value (“NAV”) for financial reporting purposes may differ from the NAV for processing security and common share 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 Fund.
Compensation
The Fund pays no compensation directly to those of its trustees who are affiliated with the Adviser or to its officers, all of whom receive remuneration for their services to the Fund from the Adviser or its affiliates. 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.
Dividends and Distributions to Common Shareholders
Distributions to common shareholders are recorded on theex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.
28
The Fund makes monthly cash distributions to common shareholders of a stated dollar amount per share. Subject to approval and oversight by the Board, the Fund seeks to establish a distribution rate that roughly corresponds to the cash flows from its investment strategies through regular distributions (a “Cash Flow-Based Distribution Program”). The Fund seeks to establish a relatively stable common share distribution rate that roughly corresponds to the Fund’s net cash flows after expense from its investments over an extended period of time. Actual net cash flows the Fund receives may differ from the Fund’s distribution rate over shorter time periods over a specific timeframe. The portion of distributions paid attributed to net unrealized gains, if any, is distributed from the Fund’s assets and is treated by common shareholders as anon-taxable distribution (“Return of Capital”) for tax purposes. In the event that total distributions during a calendar year exceed the Fund’s total return on NAV, the difference will reduce NAV per common share. If the Fund’s total return on common share NAV exceeds total distributions during a calendar year, the excess will be reflected as an increase in NAV per common share. The final determination of the source and character of all distributions for the fiscal year is made after the end of the fiscal year and is reflected in the financial statements contained in the annual report as of December 31 each year.
Indemnifications
Under the Fund’s organizational documents, their officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enter into contracts that provide general indemnifications to other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts and expect 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. Investment income is comprised of interest income, which reflects the amortization of premiums and accretion of discounts for financial reporting purposes, and is recorded on an accrual basis. 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.
Netting Agreements
In the ordinary course of business, the Fund may enter into transactions subject to enforceable master repurchase agreements, International Swaps and Derivatives Association, Inc. (ISDA) master agreements or other similar arrangements (“netting agreements”). Generally, the right to offset in netting agreements allows the 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, the Fund manages its cash collateral and securities collateral on a counterparty basis.
The Fund’s investments subject to netting agreements as of the end of the reporting period, if any, are further described in Note 4 – Portfolio Securities and Investments in Derivatives.
New Accounting Pronouncements and Rule Issuances
FASB Accounting Standards Update (“ASU”) 2017-08 (“ASU 2017-08”) Premium Amortization on Purchased Callable Debt Securities
The FASB has issued ASU 2017-08, which shortens the premium amortization period for purchased non-contingently callable debt securities. ASU 2017- 08 specifies that the premium amortization period ends at the earliest call date, for purchased non-contingently callable debt securities. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. During the current fiscal period, ASU 2017-08 became effective for the Fund and it did not have a material impact on the Fund’s financial statements.
Fair Value Measurement: Disclosure Framework
During August 2018, the FASB issued ASU 2018-13 (“ASU 2018-13”), Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements. ASU 2018-13 modifies the disclosures required by Topic 820, Fair Value Measurements. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has early implemented this guidance and it did not have a material impact on the Fund’s financial statements.
3. Investment Valuation and Fair Value Measurements
The fair valuation input levels as described below are for fair value measurement purposes.
The Fund’s investment in securities are recorded at their estimated fair value. Fair value is defined as the price that would be received upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment. A three-tier hierarchy is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s
29
Notes to Financial Statements(continued)
own assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The following is a summary of the three-tiered hierarchy of valuation input levels.
| | |
Level 1 – | | Inputs are unadjusted and prices are determined using quoted prices in active markets for identical securities. |
Level 2 – | | Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, credit spreads, etc.). |
Level 3 – | | Prices are determined using significant unobservable inputs (including management’s assumptions in determining the fair value of investments). |
Prices of fixed-income securities are provided by an independent pricing service (“pricing service”) approved by the Board. The pricing service establishes a security’s fair value using methods that may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. These securities are generally classified as Level 2. In pricing certain securities, particularly less liquid and lower quality securities, the pricing service may consider information about a security, its issuer or market activity provided by the Adviser. These securities are generally classified as Level 2 or Level 3 depending on the observability of the significant inputs.
Repurchase agreements are valued at contract amount plus accrued interest, which approximates market value. These securities are generally classified as Level 2.
Futures contracts are valued using the closing settlement price or, in the absence of such a price, the last traded price, and are generally classified as Level 1.
Certain securities may not be able to be priced by the pre-established pricing methods as described above. Such securities may be valued by the Board and/or its appointee at fair value. These securities generally include, but are not limited to, restricted securities (securities which may not be publicly sold without registration under the Securities Act of 1933, as amended) for which a pricing service is unable to provide a market price; securities whose trading has been formally suspended; debt securities that have gone into default and for which there is no current market quotation; a security whose market price is not available from a pre-established pricing source; a security with respect to which an event has occurred that is likely to materially affect the value of the security after the market has closed but before the calculation of a Fund’s common share NAV (as may be the case in non-U.S. markets on which the security is primarily traded) or make it difficult or impossible to obtain a reliable market quotation; and a security whose price, as provided by the pricing service, is not deemed to reflect the security’s fair value. As a general principle, the fair value of a security would appear to be the amount that the owner might reasonably expect to receive for it in a current sale. A variety of factors may be considered in determining the fair value of such securities, which may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. These securities are generally classified as Level 2 or Level 3 depending on the observability of the significant inputs. Regardless of the method employed to value a particular security, all valuations are subject to review by the Board and/or its appointee.
The inputs or methodologies used for valuing securities are not an indication of the risks associated with investing in those securities. The following is a summary of Fund’s fair value measurements as of the end of the reporting period:
| | | | | | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Long-Term Investments*: | | | | | | | | | | | | | | | | |
Mortgage-Backed Securities | | $ | — | | | $ | 159,294,903 | | | $ | — | | | $ | 159,294,903 | |
Asset-Backed Securities | | | — | | | | 10,668,651 | | | | — | | | | 10,668,651 | |
| | | | |
Short-Term Investments: | | | | | | | | | | | | | | | | |
U.S. Government And Agency Obligations | | | — | | | | 7,580,000 | | | | — | | | | 7,580,000 | |
Total | | $ | — | | | $ | 177,543,554 | | | $ | — | | | $ | 177,543,554 | |
* | Refer to the Fund’s Portfolio of Investments for industry classifications. |
4. Portfolio Securities and Investments in Derivatives
Portfolio Securities
Investment Transactions
Long-term purchases and sales (including maturities but excluding derivative transactions) during the current fiscal period aggregated $392,433,013 and $731,115,906, respectively.
The Fund 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
30
this period. The Fund have earmarked securities in their portfolios with a current value at least equal to the amount of the when-issued/delayed-delivery purchase commitments. 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.
Investments in Derivatives
The Fund is authorized to invest in certain derivative instruments such as futures, options and swap contracts. The Fund limits its investments in futures, options on futures and swap contracts to the extent necessary for the Adviser to claim the exclusion from registration by the Commodity Futures Trading Commission as a commodity pool operator with respect to the Fund. The Fund records derivative instruments at fair value with changes in fair value recognized on the Statement of Operations, when applicable. Even though the Fund’s investments in derivatives may represent economic hedges, they are not considered to be hedge transactions for financial reporting purposes.
Futures Contracts
Upon execution of a futures contract, a Fund is obligated to deposit cash or eligible securities, also known as “initial margin,” into an account at its clearing broker equal to a specified percentage of the contract amount. Cash held by the broker to cover initial margin requirements on open futures contracts, if any, is recognized as “Cash collateral at brokers for investments in futures contracts” on the Statement of Assets and Liabilities. Investments in futures contracts obligate a Fund and the clearing broker to settle monies on a daily basis representing changes in the prior days “mark-to-market” of the open contracts. If a Fund has unrealized appreciation the clearing broker would credit the Fund’s account with an amount equal to appreciation and conversely if a Fund has unrealized depreciation the clearing broker would debit the Fund’s account with an amount equal to depreciation. These daily cash settlements are also known as “variation margin.” Variation margin is recognized as a receivable and/or payable for “Variation margin on futures contracts” on the Statement of Assets and Liabilities.
During the period the futures contract is open, changes in the value of the contract are recognized as an unrealized gain or loss by “marking-to-market” on a daily basis to reflect the changes in market value of the contract, which is recognized as a component of “Change in net unrealized appreciation (depreciation) of futures contracts” on the Statement of Operations. When the contract is closed or expired, a Fund records a realized gain or loss equal to the difference between the value of the contract on the closing date and value of the contract when originally entered into, which is recognized as a component of “Net realized gain (loss) from futures contracts” on the Statement of Operations.
Risks of investments in futures contracts include the possible adverse movement in the price of the securities or indices underlying the contracts, the possibility that there may not be a liquid secondary market for the contracts and/or that a change in the value of the contract may not correlate with a change in the value of the underlying securities or indices.
During the current fiscal period, the Fund used U.S. Treasury futures for duration and yield curve management purposes.
The average notional amount of futures contracts outstanding during the current fiscal period was as follows:
| | | | |
Average notional amount of futures contracts outstanding* | | | $16,682,030 | |
* | The average notional amount is calculated based on the absolute aggregate notional amount of contracts outstanding at the beginning of the current fiscal period and at the end of each fiscal quarter within the current fiscal period. |
The following table presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) recognized on futures contracts on the Statement of Operations during the current fiscal period, and the primary underlying risk exposure.
| | | | | | | | | | |
Underlying Risk Exposure | | Derivative Instrument | | Net Realized Gain (Loss) from Futures Contracts | | | Change in Net Unrealized Appreciation (Depreciation) of Futures Contracts | |
Interest Rate | | Futures contracts | | $ | (2,436,470 | ) | | $ | 314,651 | |
Market and Counterparty Credit Risk
In the normal course of business the Fund may invest in financial instruments and enter into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the other party to the transaction to perform (counterparty credit risk). The potential loss could exceed the value of the financial assets recorded on the financial statements. Financial assets, which potentially expose the Fund to counterparty credit risk, consist principally of cash due from counterparties on forward, option and swap transactions, when applicable. The extent of the 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.
The 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
31
Notes to Financial Statements(continued)
pledge collateral daily (based on the daily valuation of the financial asset) on behalf of the Fund with a value approximately equal to the amount of any unrealized gain above a pre-determined threshold. Reciprocally, when the Fund has an unrealized loss, the Fund has instructed the custodian to pledge assets of the Fund 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.
5. Fund Shares
Tender Offer
The Board has authorized the Fund to conduct a tender offer pursuant to which the Fund would offer to purchase up to 100% of its then outstanding shares for cash on a pro rata basis at a price per share equal 100% of the NAV per share as determined as of the close of regular trading on the NYSE on the expiration date of the tender offer.
On August 30, 2019, Nuveen announced the Fund’s tender offer, which commenced on September 9, 2019 and expired on October 7, 2019.
The final results of the tender offer are as shown in the accompanying table.
| | | | |
Number of common shares outstanding before tender offer | | | 15,889,626 | |
Number of common shares authorized for tender offer | | | 10,402,186 | |
Purchase price (100% of share NAV on expiration date) | | | $23.1002 | |
Number of common shares outstanding after tender offer | | | 5,487,440 | |
Common Share Transactions
Transactions in common shares during the Fund’s current and prior fiscal period were as follows:
| | | | | | | | |
| | Year Ended 12/31/19 | | | Year Ended 12/31/18 | |
Common Shares: | | | | | | | | |
Issued to shareholders due to reinvestment of distributions | | | 632 | | | | 577 | |
Repurchased and retired through tender offer | | | (10,402,186 | ) | | | — | |
| | |
Tender offer: | | | | | | | | |
Price per common share | | | $23.10 | | | | — | |
Discount per common share | | | 0.00 | % | | | — | |
6. Income Tax Information
The Fund is a separate taxpayer for federal income tax purposes. The Fund intends to distribute substantially all of its net investment company taxable income to common shareholders and to otherwise comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. Therefore, no federal income tax provision is required.
For all open tax years and all major taxing jurisdictions, management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Open tax years are those that are open for examination by taxing authorities (i.e., generally the last four tax year ends and the interim tax period since then). Furthermore, management of the Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
The following information is presented on an income tax basis. Differences between amounts for financial statement and federal income tax purposes are primarily due to recognition of market discount accretion on investments and timing differences in recognizing certain gains and losses on investment transactions. To the extent that differences arise that are permanent in nature, such amounts are reclassified within the capital accounts as detailed below. Temporary differences do not require reclassification. Temporary and permanent differences do not impact the common share NAV of the Fund.
The table below presents the cost and unrealized appreciation (depreciation) of the Fund’s investment portfolio, as determined on a federal income tax basis, as of December 31, 2019.
| | | | |
Tax cost of investments | | $ | 177,102,249 | |
Gross unrealized: | | | | |
Appreciation | | | 2,778,566 | |
Depreciation | | | (2,337,261 | ) |
Net unrealized appreciation (depreciation) of investments | | $ | 441,305 | |
32
Permanent differences, primarily due to investments in MBS and treatment of notional principal contracts, resulted in reclassifications among the Fund’s components of net assets as of December 31, 2019, the Fund’s tax year end.
The tax components of undistributed net ordinary income and net long-term capital gains as of December 31, 2019, the Fund’s tax year end, were as follows:
| | | | |
Undistributed net ordinary income | | $ | — | |
Undistributed net long-term capital gains | | | — | |
The tax character of distributions paid during the Fund’s tax years ended December 31, 2019 and December 31, 2018 was designated for purposes of the dividends paid deduction as follows: | |
2019 | | | |
Distributions from net ordinary income1 | | $ | 12,059,972 | |
Distributions from net long-term capital gains | | | — | |
Return of capital | | | 6,039,324 | |
| |
2018 | | | |
Distributions from net ordinary income1 | | $ | 24,942,622 | |
Distributions from net long-term capital gains | | | 7,026,254 | |
Return of capital | | | 1,076,333 | |
1 Net ordinary income consists of net taxable income derived from dividends, interest, and net short-term capital gains, if any. | |
| |
As of December 31, 2019, the Fund’s tax year end, the Fund had unused capital losses carrying forward available for federal income tax purposes to be applied against future capital gains, if any. The capital losses are not subject to expiration.
| | | | |
Not subject to expiration: | | | | |
Short-term | | $ | 238,822 | |
Long-term | | | — | |
Total | | $ | 238,822 | |
7. Management Fees
The Fund’s management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. Wellington Management was and TAL is compensated for its services to the Fund from the management fees paid to the Adviser.
The Fund’s management fee consists of two components – a fund-level fee, based only on the amount of assets within each individual Fund, and a complex-level fee, based on the aggregate amount of all eligible fund assets managed by the Adviser. This pricing structure enables Fund common shareholders to benefit from growth in the assets within their respective Fund as well as from growth in the amount of complex-wide assets managed by the Adviser.
For the period January 1, 2019 through October 13, 2019, the annual fund-level fee, payable monthly, for the Fund is calculated according to the following schedule:
| | | | |
Average Daily Managed Assets1 | | Fund-Level Fee Rate | |
For the first $125 million | | | 0.9500 | % |
For the next $125 million | | | 0.9375 | |
For the next $150 million | | | 0.9250 | |
For the next $600 million | | | 0.9125 | |
For managed assets over $1 billion | | | 0.9000 | |
Effective October 14, 2019, the annual fund-level fee, payable monthly, for each Fund is calculated according to the following schedule:
| | | | |
Average Daily Managed Assets1 | | Fund-Level Fee Rate | |
For the first $125 million | | | 0.8000 | % |
For the next $125 million | | | 0.7875 | |
For the next $150 million | | | 0.7750 | |
For the next $600 million | | | 0.7625 | |
For managed assets over $1 billion | | | 0.7500 | |
33
Notes to Financial Statements(continued)
The annual complex-level fee, payable monthly, for the Fund is calculated by multiplying the current complex-wide fee rate, determined according to the following schedule by the Fund’s daily managed assets:
| | | | |
Complex-Level Eligible Asset Breakpoint Level2 | | Effective Complex-Level Fee Rate at Breakpoint Level | |
$55 billion | | | 0.2000 | % |
$56 billion | | | 0.1996 | |
$57 billion | | | 0.1989 | |
$60 billion | | | 0.1961 | |
$63 billion | | | 0.1931 | |
$66 billion | | | 0.1900 | |
$71 billion | | | 0.1851 | |
$76 billion | | | 0.1806 | |
$80 billion | | | 0.1773 | |
$91 billion | | | 0.1691 | |
$125 billion | | | 0.1599 | |
$200 billion | | | 0.1505 | |
$250 billion | | | 0.1469 | |
$300 billion | | | 0.1445 | |
1 | “Managed assets” means the total assets of the Fund, minus the sum of its accrued liabilities (other than the Fund liabilities incurred for the express purpose of creating effective leverage). Total assets for this purpose shall include assets attributable to the Fund’s use of effective leverage (whether or not those assets are reflected in the Fund’s financial statements for the purposes of U.S. GAAP). |
2 | The complex-level fee is based on the aggregate daily managed assets (as “managed assets” is defined in each Nuveen fund’s investment management agreement with the Adviser, which generally includes assets attributable to any preferred shares that may be outstanding and any borrowings (including the issuance of commercial paper or notes)) of the Nuveen open-end and closed-end Funds that constitute “eligible assets.” Eligible assets do not include assets attributable to investments in other Nuveen funds or assets in excess of a determined amount (originally $2 billion) added to the Nuveen fund complex in connection with the Adviser’s assumption of the management of the former First American Funds effective January 1, 2011, but do not include certain assets of certain Nuveen funds that were reorganized into funds advised by an affiliate of the Adviser during the 2019 calendar year. As of December 31, 2019, the complex-level fee for the Fund was 0.1562%. |
Effective October 14, 2019, the Adviser entered into an agreement to waive management fees or reimburse expenses in an amount equal to 1.5% of the Fund’s managed assets for the first six months, 0.75% for the next three months and 0.25% for the next three months.
8. Fund Leverage
Borrowings
During the current fiscal period, the Fund entered into a borrowing arrangement (“Borrowings”) as a means of leverage.
During the current fiscal period, the Fund reduced its maximum commitment and borrowing outstanding until August 25, 2019, at which time the Fund terminated its borrowings agreement.
Interest charged on the outstanding balance of Borrowings for the Fund was equal to the1-Month LIBOR plus 1.10% per annum. In addition to interest expense, the Fund may also pay a fee of 1.10%, which shall accrue daily based on the amount of the difference between 85% of the maximum commitment amount and the drawn balance, when such drawn balance is less than 85% of the maximum commitment amount.
During the current fiscal period, the average daily balance outstanding and average annual interest rate on the Fund’s Borrowings was as follows:
| | | | |
Utilization period (days outstanding) | | | 237 | |
Average daily balance outstanding | | $ | 138,749,789 | * |
Average annual interest rate | | | 3.52 | % |
* | For the period January 1, 2019 through August 25, 2019. |
In order to maintain these Borrowings, the Fund was required to meet certain collateral, asset coverage and other requirements. The Fund’s Borrowings outstanding were secured by assets in the Fund’s Portfolio of Investments.
The Fund’s Borrowings outstanding was recognized as “Borrowings” on the Statement of Assets and Liabilities. Interest expense incurred on the borrowed amount and undrawn balance are recognized as a component of “Interest expense” on the Statement of Operations.
Reverse Repurchase Agreements
During the current fiscal period, the Fund entered into a reverse repurchase agreement as a means of leverage.
In a reverse repurchase agreement, the Fund sells to the counterparty a security that it holds with a contemporaneous agreement to repurchase the same security at an agreed-upon price and date, with the Fund retaining the risk of loss that is associated with that security. The Fund will segregate assets determined to be liquid by the Adviser to cover its obligations under reverse repurchase agreements. Securities sold under reverse repurchase agreements are recorded as a liability and recognized as “Reverse repurchase agreements” on the Statement of Assets and Liabilities.
34
Interest payments made on reverse repurchase agreements are recognized as a component of “Interest expense” on the Statement of Operations.
As of the end of the reporting period, the Fund’s outstanding balances on its reverse repurchase agreement were as follows:
| | | | | | | | | | | | | | | | | | | | |
Counterparty | | Coupon | | | Principal Amount | | | Maturity | | | Value | | | Value and Accrued Interest | |
Royal Bank of Canada | | | 2.615 | % | | $ | (10,100,000 | ) | | | N/A | | | $ | (10,100,000 | ) | | $ | (10,139,575 | ) |
Societe Generale | | | 2.722 | % | | | (41,950,000 | ) | | | N/A | | | | (41,950,000 | ) | | | (42,162,759 | ) |
| | | | | | $ | (52,050,000 | ) | | | | | | $ | (52,050,000 | ) | | $ | (52,302,334 | ) |
N/A – Maturity is not applicable. The final repurchase date will be established following pre-specified advance notice by the Fund or the counterparty to the reverse repurchase agreement.
During the current fiscal period, the average daily balance outstanding and average interest rate on the Fund’s reverse repurchase agreement were as follows:
| | | | |
Utilization period (days outstanding) | | | 83 | |
Average daily balance outstanding | | $ | 52,875,301 | * |
Weighted average interest rate | | | 2.75 | % |
* | For the period October 10, 2019 (initial purchase of reverse repurchase agreements) through December 31, 2019. |
The following table presents the reverse repurchase agreements subject to netting agreements and the collateral delivered related to those reverse repurchase agreements.
| | | | | | | | | | | | |
Counterparty | | Reverse Repurchase Agreements** | | | Collateral Pledged to counterparty*** | | | Net Exposure | |
Royal Bank of Canada | | $ | (10,139,575 | ) | | $ | 10,139,575 | | | $ | — | |
Societe Generale | | | (42,162,759 | ) | | | 42,162,759 | | | | — | |
| | $ | (52,302,334 | ) | | $ | 52,302,334 | | | $ | — | |
** | Represents gross value and accrued interest for the counterparty as reported in the preceding table. |
*** | As of the end of the reporting period, the value of the collateral pledged to the counterparty exceeded the value of the reverse repurchase agreements. |
9. Inter-Fund Lending
Inter-Fund Borrowing and Lending
The Securities and Exchange Commission (“SEC”) has granted an exemptive order permitting registered open-end and closed-end Nuveen funds to participate in an inter-fund lending facility whereby the Nuveen funds may directly lend to and borrow money from each other for temporary purposes (e.g., to satisfy redemption requests or when a sale of securities “fails,” resulting in an unanticipated cash shortfall) (the “Inter-Fund Program”). The closed-end Nuveen funds, including the Funds covered by this shareholder report, will participate only as lenders, and not as borrowers, in the Inter-Fund Program because such closed-end funds rarely, if ever, need to borrow cash to meet redemptions. The Inter-Fund Program is subject to a number of conditions, including, among other things, the requirements that (1) no fund may borrow or lend money through the Inter-Fund Program unless it receives a more favorable interest rate than is typically available from a bank or other financial institution for a comparable transaction; (2) no fund may borrow on an unsecured basis through the Inter-Fund Program unless the fund’s outstanding borrowings from all sources immediately after the inter-fund borrowing total 10% or less of its total assets; provided that if the borrowing fund has a secured borrowing outstanding from any other lender, including but not limited to another fund, the inter-fund loan must be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value; (3) if a fund’s total outstanding borrowings immediately after an inter-fund borrowing would be greater than 10% of its total assets, the fund may borrow through the inter-fund loan on a secured basis only; (4) no fund may lend money if the loan would cause its aggregate outstanding loans through the Inter-Fund Program to exceed 15% of its net assets at the time of the loan; (5) a fund’s inter-fund loans to any one fund shall not exceed 5% of the lending fund’s net assets; (6) the duration of inter-fund loans will be limited to the time required to receive payment for securities sold, but in no event more than seven days; and (7) each inter-fund loan may be called on one business day’s notice by a lending fund and may be repaid on any day by a borrowing fund. In addition, a Nuveen fund may participate in the Inter-Fund Program only if and to the extent that such participation is consistent with the fund’s investment objective and investment policies. The Board is responsible for overseeing the Inter-Fund Program.
The limitations detailed above and the other conditions of the SEC exemptive order permitting the Inter-Fund Program are designed to minimize the risks associated with Inter-Fund Program for both the lending fund and the borrowing fund. However, no borrowing or lending activity is without risk. When a fund borrows money from another fund, there is a risk that the loan could be called on one day’s notice or not renewed, in which case the fund may have to borrow from a bank at a higher rate or take other actions to payoff such loan if an inter-fund loan is not available from another fund. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.
During the current reporting period, the Fund did not utilize this facility.
10. Subsequent Events
Reverse Repurchase Agreements
Subsequent to the reporting period, the Fund decreased the balance on its reverse repurchase agreement to $50,160,000.
35
Additional Fund Information(Unaudited)
| | | | | | | | |
Board of Trustees | | | | | | | | |
Jack B. Evans | | William C. Hunter | | Albin F. Moschner | | John K. Nelson | | Judith M. Stockdale |
Carole E. Stone | | Terence J. Toth | | Margaret L. Wolff | | Robert L. Young | | |
| | | | | | | | |
| | | | |
Investment Adviser Nuveen Fund Advisors, LLC 333 West Wacker Drive Chicago, IL 60606 | | Custodian State Street Bank & Trust Company One Lincoln Street Boston, MA 02111 | | Legal Counsel Chapman and Cutler LLP Chicago, IL 60603 | | Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP
One North Wacker Drive Chicago, IL 60606 | | Transfer Agent and Shareholder Services Computershare Trust Company, N.A. 150 Royall Street Canton, MA 02021 (800) 257-8787 |
Distribution Information
The Fund hereby designates its percentage of dividends paid from net ordinary income as dividends qualifying as Interest-Related Dividends and/orshort-term capital gain dividends as defined in Internal Revenue Code Section 871(k) for the taxable year ended December 31, 2019.
| | | | |
| | JLS | |
% of Interest-Related Dividends | | | 100.0% | |
Portfolio of Investments Information
The 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
Each Fund’s Chief Executive Officer (CEO) has submitted to the New York Stock Exchange (NYSE) the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual. Each Fund has filed with the SEC the certification of its CEO and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.
Common Share Repurchases
The 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, the 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.
| | | | |
| | JLS | |
Common shares repurchased | | | — | |
FINRA BrokerCheck
The Financial Industry Regulatory Authority (FINRA) provides information regarding the disciplinary history of FINRA member firms and associated investment professionals. This information as well as an investor brochure describing FINRA BrokerCheck is available to the public by calling the FINRA BrokerCheck Hotline number at (800) 289-9999 or by visiting www.FINRA.org.
36
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 market price and reinvested dividends and capital gains distributions, if any) over the time period being considered. |
∎ | | Bloomberg Barclays U.S. Aggregate Bond Index: An unmanaged index that includes all investment-grade, publicly issued, fixed-rate, dollar denominated, non-convertible debt issues and commercial mortgage backed securities with maturities of at least one year and outstanding par values of $150 million or more. Index returns assume reinvestment of distributions, but do not include the effects of any applicable sales charges or management fees. |
∎ | | Bloomberg Barclays Commercial Mortgage-Backed Securities (CMBS) Aggregate Index: An index that measures the performance of the commercial mortgage-backed securities market. Benchmark returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees. |
∎ | | Commercial Mortgage-Backed Securities (CMBS): Commercial mortgage-backed securities are backed by cash flows of a mortgage or pool of mortgages on commercial real estate. CMBS generally are structured to provide protection to the senior class investors against potential losses on the underlying mortgage loans. CMBS are typically characterized by the following: i) loans on multi-family housing, non-residential property, ii) payments based on the amortization schedule of 25-30 years with a balloon payment due usually after 10 years, and iii) restrictions on prepayments. |
∎ | | Duration: Duration is a measure of the expected period over which a bond’s principal and interest will be paid, and consequently is a measure of the sensitivity of a bond’s or bond Fund’s value to changes when market interest rates change. Generally, the longer a bond’s or Fund’s duration, the more the price of the bond or Fund will change as interest rates change. |
∎ | | Effective Leverage: Effective leverage is a fund’s effective economic leverage, and includes both regulatory leverage (see below) and the leverage effects of certain derivative investments in the fund’s portfolio that increase the fund’s investment exposure. |
∎ | | Gross Domestic Product (GDP): The total market value of all final goods and services produced in a country/region in a given year, equal to total consumer, investment and government spending, plus the value of exports, minus the value of imports. |
∎ | | ICE BofA U.S. ABS & CMBS Index: An index that tracks the performance of U.S. dollar denominated investment grade fixed and floating rate asset backed securities (ABS) and fixed rate commercial mortgage backed securities (CMBS) publicly issued in the U.S. domestic market. Index returns assume reinvestment of distributions, but do not reflect of any applicable sales charges or management fees. |
∎ | | JLS Linked Benchmark: The JLS Linked Benchmark is comprised of the Barclays U.S. Aggregate Bond Index from inception to 10/13/19 and the ICE BofA U.S. ABS & CMBS Index after 10/13/19. The Barclays U.S. Aggregate Bond Index is an unmanaged index that includes all investment-grade, publicly issued, fixed-rate, dollar denominated, nonconvertible debt issues and commercial mortgage-backed securities with maturities of at least one year and outstanding par values of $150 million or more. The ICE BofA U.S. ABS & CMBS Index is an index that tracks the performance of U.S. dollar denominated investment grade fixed and floating rate asset backed securities (ABS) and fixed rate commercial mortgage backed securities (CMBS) publicly issued in the U.S. domestic market. Index returns assume reinvestment of distributions, but do not reflect of any applicable sales charges or management fees. |
∎ | | Leverage: Leverage is created whenever a fund has investment exposure (both reward and/or risk) equivalent to more than 100% of the investment capital. |
37
Glossary of Terms Used in this Report(continued)
(Unaudited)
∎ | | Mortgage-Backed Securities (MBS): Mortgage-backed securities (MBS) are bonds backed by pools of mortgages, usually with similar characteristics, and which return principal and interest in each payment. MBS are composed of residential mortgages (RMBS) or commercial mortgages (CMBS). RMBS are further divided into agency RMBS and non-agency RMBS, depending on the issuer. |
∎ | | 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. |
∎ | | 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. |
∎ | | Residential Mortgage-Backed Securities (RMBS): Residential mortgage-backed securities are securities the payments on which depend primarily on the cash flow from residential mortgage loans made to borrowers that are secured by residential real estate. RMBS consist of agency and non-agency RMBS. Agency RMBS have agency guarantees that assure investors that they will receive timely payment of interest and principal, regardless of delinquency or default rates on the underlying loans. Agency RMBS include securities issued by the Government National Mortgage Association, the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, and other federal agencies, or issues guaranteed by them. Non-agency RMBS do not have agency guarantees. Non-agency RMBS have credit enhancement built into the structure to shield investors from borrower delinquencies. The spectrum of non-agency residential mortgage loans includes traditional jumbo loans (prime), alternative-A loans (Alt-A), and home equity loans (subprime). |
38
Reinvest Automatically, Easily and Conveniently
Nuveen makes reinvesting easy. A phone call is all it takes to set up your reinvestment account.
Nuveen Closed-End Funds Automatic Reinvestment Plan
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 quarter you’ll receive a statement showing your total distributions, the date of investment, the shares acquired and the price per share, and the total number of shares you own.
How shares are purchased
The shares you acquire by reinvesting will either be purchased on the open market or newly issued by the Fund. If the shares are trading at or above net asset value at the time of valuation, the Fund will issue new shares at the greater of the net asset value or 95% of the then-current market price. If the shares are trading at less than net asset value, shares for your account will be purchased on the open market. If the Plan Agent begins purchasing Fund shares on the open market while shares are trading below net asset value, but the Fund’s shares subsequently trade at or above their net asset value before the Plan Agent is able to complete its purchases, the Plan Agent may cease open-market purchases and may invest the uninvested portion of the distribution in newly-issued Fund shares at a price equal to the greater of the shares’ net asset value or 95% of the shares’ market value on the last business day immediately prior to the purchase date. Distributions received to purchase shares in the open market will normally be invested shortly after the distribution payment date. No interest will be paid on distributions awaiting reinvestment. Because the market price of the shares may increase before purchases are completed, the average purchase price per share may exceed the market price at the time of valuation, resulting in the acquisition of fewer shares than if the distribution had been paid in shares issued by the Fund. A pro rata portion of any applicable brokerage commissions on open market purchases will be paid by Plan participants. These commissions usually will be lower than those charged on individual transactions.
Flexible
You may change your distribution option or withdraw from the Plan at any time,
should your needs or situation change.
You can reinvest whether your shares are registered in your name, or in the name of a brokerage firm, bank, or other nominee. Ask your investment advisor if his or her firm will participate on your behalf. Participants whose shares are registered in the name of one firm may not be able to transfer the shares to another firm and continue to participate in the Plan.
The Fund reserves the right to amend or terminate the Plan at any time. Although the Fund reserves the right to amend the Plan to include a service charge payable by the participants, there is no direct service charge to participants in the Plan at this time.
Call today to start reinvesting distributions
For more information on the Nuveen Automatic Reinvestment Plan or to enroll in or withdraw from the Plan, speak with your financial advisor or call us at (8oo) 257-8787.
39
Board Members & Officers
(Unaudited)
The management of the Funds, including general supervision of the duties performed for the Funds by the Adviser, is the responsibility of the Board of Trustees of the Funds. The number of trustees of the Funds is set at nine. 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.
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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 |
| | | | |
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Independent Board Members: |
| | | | |
∎ TERENCE J. TOTH | | | | | | Formerly, aCo-Founding Partner, Promus Capital (2008-2017); Director, Quality Control Corporation (since 2012); member: Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (since 2012), and chair of its Investment Committee; formerly, Director, Fulcrum IT Services LLC (2010-2019); formerly, Director, Legal & General Investment Management America, Inc. (2008-2013); formerly, CEO and President, Northern Trust Global Investments (2004-2007): Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); formerly, Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004). | | |
1959 333 W. Wacker Drive Chicago, IL 60606 | | Chairman and Board Member | | 2008 Class II | | 157 |
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| | | | |
∎ JACK B. EVANS | | | | | | Chairman (since 2019), formerly, President (1996-2019), The Hall-Perrine Foundation, a private philanthropic corporation; Director and Chairman, United Fire Group, a publicly held company; Director, Public Member, American Board of Orthopaedic Surgery (since 2015); Life Trustee of Coe College and the Iowa College Foundation; formerly, PresidentPro-Tem of the Board of Regents for the State of Iowa University System; formerly, Director, Alliant Energy and The Gazette Company; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm. | | |
1948 333 W. Wacker Drive Chicago, IL 60606 | | Board Member | | 1999 Class III | | 157 |
| | | | | | |
| | | | |
∎ WILLIAM C. HUNTER | | | | | | Dean Emeritus, formerly, Dean, Tippie College of Business, University of Iowa (2006-2012); Director of Wellmark, Inc. (since 2009); past Director (2005-2015), and past President (2010-2014) Beta Gamma Sigma, Inc., The International Business Honor Society; formerly, Director (2004-2018) of Xerox Corporation; Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003); formerly, Director (1997-2007), Credit Research Center at Georgetown University. | | |
1948 333 W. Wacker Drive Chicago, IL 60606 | | Board Member | | 2003 Class I | | 157 |
| | | | |
| | | | |
∎ ALBIN F. MOSCHNER | | | | | | Founder and Chief Executive Officer, Northcroft Partners, LLC, a management consulting firm (since 2012); formerly, Chairman (2019), and Director (2012-2019), USA Technologies, Inc., a 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., including Consultant (2011-2012), Chief Operating Officer (2008-2011), and Chief Marketing Officer (2004-2008); formerly, President, Verizon Card Services division of Verizon Communications, Inc. (2000-2003); formerly, President, One Point Services at One Point Communications (1999-2000); formerly, Vice Chairman of the Board, Diba, Incorporated (1996-1997); formerly, various executive positions (1991-1996) and Chief Executive Officer (1995-1996) of Zenith Electronics Corporation. | | |
1952 333 W. Wacker Drive Chicago, IL 60606 | | Board Member | | 2016 Class III | | 157 |
| | | | | | |
40
| | | | | | | | |
| | | | |
| | | | | | | | |
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 |
| | | | |
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Independent Board Members (continued): |
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∎ JOHN K. NELSON | | | | | | Member of Board of Directors of Core12 LLC. (since 2008), a private firm which develops branding, marketing and communications strategies for clients; served The President’s Council of Fordham University (2010-2019) and previously a 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); former Chair of the Board of Trustees of Marian University (2010-2014 as trustee, 2011-2014 as Chair); 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. | | |
1962 333 W. Wacker Drive Chicago, IL 60606 | | Board Member | | 2013 Class II | | 157 |
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| | | | |
∎ JUDITH M. STOCKDALE | | | | | | Board Member, Land Trust Alliance (since 2013); formerly, Board Member, U.S. Endowment for Forestry and Communities (2013-2019); formerly, Executive Director(1994-2012), Gaylord and Dorothy Donnelley Foundation; prior thereto, Executive Director, Great Lakes Protection Fund (1990-1994). | | |
1947 333 W. Wacker Drive Chicago, IL 60606 | | Board Member | | 1997 Class I | | 157 |
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∎ CAROLE E. STONE | | | | | | Former Director, Chicago Board Options Exchange, Inc. (2006-2017); and C2 Options Exchange, Incorporated (2009-2017); Director, Cboe, Global Markets, Inc., formerly, CBOE Holdings, Inc. (since 2010); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010). | | |
1947 333 W. Wacker Drive Chicago, IL 60606 | | Board Member | | 2007 Class I | | 157 |
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∎ MARGARET L. WOLFF | | | | | | 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) (2005-2014); Member of the Board of Trustees of New York-Presbyterian Hospital (since 2005); Member (since 2004) and Chair (since 2015) of the Board of Trustees of The John A. Hartford Foundation (a philanthropy dedicated to improving the care of older adults); formerly, Member (2005-2015) and Vice Chair (2011-2015) of the Board of Trustees of Mt. Holyoke College. | | |
1955 333 W. Wacker Drive Chicago, IL 60606 | | Board Member | | 2016 Class I | | 157 |
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∎ ROBERT L. YOUNG(2) | | | | | | Formerly, Chief Operating Officer and Director, J.P.Morgan Investment Management Inc. (2010-2016); formerly, President and Principal Executive Officer (2013-2016), and Senior Vice President and Chief Operating Officer (2005-2010), of J.P.Morgan Funds; formerly, Director and various officer positions for J.P.Morgan Investment Management Inc. (formerly, JPMorgan Funds Management, Inc. and formerly, One Group Administrative Services) and JPMorgan Distribution Services, Inc. (formerly, One Group Dealer Services, Inc.) (1999-2017). | | |
1963 333 W. Wacker Drive Chicago, IL 60606 | | Board Member | | 2017 Class II | | 157 |
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41
Board Members & Officers(continued)
(Unaudited)
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Name, Year of Birth & Address | | Position(s) Held with the Funds | | Year First Elected or Appointed(3) | | Principal Occupation(s) During Past 5 Years | | |
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| | | | |
Officers of the Funds: | | | | | | | | |
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∎ CEDRIC H. ANTOSIEWICZ | | | | | | Senior Managing Director (since 2017), formerly, Managing Director (2004-2017) of Nuveen Securities, LLC; Senior Managing Director (since 2017), formerly, Managing Director (2014-2017) of Nuveen Fund Advisors, LLC. | | |
1962 333 W. Wacker Drive Chicago, IL 60606 | | Chief Administrative Officer | | 2007 | | |
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∎ NATHANIEL T. JONES | | | | | | Managing Director (since 2017), formerly, Senior Vice President (2016-2017), formerly, Vice President (2011-2016) of Nuveen; Managing Director (since 2015) of Nuveen Fund Advisors, LLC; Chartered Financial Analyst. | | |
1979 333 W. Wacker Drive Chicago, IL 60606 | | Vice President and Treasurer | | 2016 | | |
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∎ WALTER M. KELLY | | | | | | Managing Director (since 2017), formerly, Senior Vice President(2008-2017) of Nuveen. | | |
1970 333 W. Wacker Drive Chicago, IL 60606 | | Chief Compliance Officer and Vice President | | 2003 | | |
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∎ DAVID J. LAMB | | | | | | Managing Director (since 2017), formerly, Senior Vice President of Nuveen (since 2006), Vice President prior to 2006. | | |
1963 333 W. Wacker Drive Chicago, IL 60606 | | Vice President | | 2015 | | |
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∎ TINA M. LAZAR | | | | | | Managing Director (since 2017), formerly, Senior Vice President(2014-2017) of Nuveen Securities, LLC. | | |
1961 333 W. Wacker Drive Chicago, IL 60606 | | Vice President | | 2002 | | |
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∎ BRIAN J. LOCKHART | | | | | | Managing Director (since 2019) of Nuveen Fund Advisors, LLC; Managing Director (since 2017), formerly, Vice President (2010-2017) of Nuveen; Head of Investment Oversight (since 2017), formerly, Team Leader of Manager Oversight (2015-2017); Chartered Financial Analyst and Certified Financial Risk Manager. | | |
1974 333 W. Wacker Drive Chicago, IL 60606 | | Vice President | | 2019 | | |
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∎ JACQUES M. LONGERSTAEY | | | | | | Senior Managing Director, Chief Risk Officer, Nuveen, LLC (since May 2019); Senior Managing Director (since May 2019) of Nuveen Fund Advisors, LLC; formerly, Chief Investment and Model Risk Officer, Wealth & Investment Management Division, Wells Fargo Bank (NA) (from 2013-2019). | | |
1963 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 | | Vice President | | 2019 | | |
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42
| | | | | | | | |
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Name, Year of Birth & Address | | Position(s) Held with the Funds | | Year First Elected or Appointed(3) | | Principal Occupation(s) During Past 5 Years | | |
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| | | | | | | | |
| | |
Officers of the Funds (continued): | | | | |
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∎ KEVIN J. MCCARTHY | | | | | | Senior Managing Director (since 2017) and Secretary and General Counsel (since 2016) of Nuveen Investments, Inc., formerly, Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2008-2016); Senior Managing Director (since 2017) and Assistant Secretary (since 2008) of Nuveen Securities, LLC, formerly Executive Vice President (2016-2017) and Managing Director (2008-2016); Senior Managing Director (since 2017), Secretary (since 2016) andCo-General Counsel (since 2011) of Nuveen Fund Advisors, LLC, formerly, Executive Vice President (2016-2017), Managing Director (2008-2016) and Assistant Secretary (2007-2016); Senior Managing Director (since 2017), Secretary (since 2016) and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC, formerly Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2011-2016); Senior Managing Director (since 2017) and Secretary (since 2016) of Nuveen Investments Advisers, LLC, formerly Executive Vice President (2016-2017); Vice President (since 2007) and Secretary (since 2016), formerly, Assistant Secretary, of NWQ Investment Management Company, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and Winslow Capital Management, LLC (since 2010). Senior Managing Director (since 2017) and Secretary (since 2016) of Nuveen Alternative Investments, LLC. | | |
1966 333 W. Wacker Drive Chicago, IL 60606 | | Vice President and Assistant Secretary | | 2007 | | |
| | | | | | |
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∎ JON SCOTT MEISSNER | | | | | | Managing Director of Mutual Fund Tax and Financial Reporting groups at Nuveen (since 2017); Managing Director of Nuveen Fund Advisors, LLC (since 2019); Senior Director of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC (since 2016); Senior Director (since 2015) Mutual Fund Taxation to the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate AccountVA-1 and the CREF Accounts; has held various positions with TIAA since 2004. | | |
1973 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 | | Vice President | | 2019 | | |
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∎ WILLIAM T. MEYERS | | | | | | Senior Managing Director (since 2017), formerly, Managing Director(2016-2017), Senior Vice President (2010-2016) of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Senior Managing Director (since 2017), formerly, Managing Director (2016-2017), Senior Vice President (2010-2016) of Nuveen, has held various positions with Nuveen since 1991. | | |
1966 333 W. Wacker Drive Chicago, IL 60606 | | Vice President | | 2018 | | |
| | | | | | |
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∎ MICHAEL A. PERRY | | | | | | Executive Vice President (since 2017), previously Managing Director (from 2016), of Nuveen Fund Advisors, LLC and Nuveen Alternative Investments, LLC; Executive Vice President (since 2017), formerly, Managing Director(2015-2017), of Nuveen Securities, LLC; formerly, Managing Director(2010-2015) of UBS Securities, LLC. | | |
1967 333 W. Wacker Drive Chicago, IL 60606 | | Vice President | | 2017 | | |
| | | | | | |
| | | |
∎ CHRISTOPHER M. ROHRBACHER | | | | Managing Director (since 2017) and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2017), formerly, Senior Vice President(2016-2017),Co-General Counsel (since 2019) and Assistant Secretary (since 2016) of Nuveen Fund Advisors, LLC; Managing Director (since 2017), formerly, Senior Vice President (2012-2017) and Associate General Counsel (since 2016), formerly, Assistant General Counsel (2008-2016) of Nuveen. | | |
1971 333 W. Wacker Drive Chicago, IL 60606 | | Vice President and Assistant Secretary | | 2008 | | |
| | | | | | |
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∎ WILLIAM A. SIFFERMANN | | | | | | Managing Director (since 2017), formerly Senior Vice President (2016-2017) and Vice President (2011-2016) of Nuveen. | | |
1975 333 W. Wacker Drive Chicago, IL 60606 | | Vice President | | 2017 | | |
43
Board Members & Officers(continued)
(Unaudited)
| | | | | | | | |
| | | | |
| | | | | | | | |
Name, Year of Birth & Address | | Position(s) Held with the Funds | | Year First Elected or Appointed(3) | | Principal Occupation(s) During Past 5 Years | | |
| | | | |
| | | | | | | | |
| | |
Officers of the Funds (continued): | | | | |
| | | | |
∎ E. SCOTT WICKERHAM | | | | | | Senior Managing Director, Head of Fund Administration at Nuveen, LLC (since 2019), formerly, Managing Director; Senior Managing Director (since 2019), Nuveen Fund Advisers, LLC; Principal Financial Officer, Principal Accounting Officer and Treasurer (since 2017) to the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate AccountVA-1 and the Treasurer (since 2017) to the CREF Accounts; Senior Director, TIAA-CREF Fund Administration (2014-2015); has held various positions with TIAA since 2006. | | |
1973 TIAA 730 Third Avenue New York, NY 10017 | | Vice President and Controller | | 2019 | | |
| | | | | | |
| | | | |
∎ MARK L. WINGET | | | | | | Vice President and Assistant Secretary of Nuveen Securities, LLC (since 2008); Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC (since 2019); Vice President (since 2010) and Associate General Counsel (since 2016), formerly, Assistant General Counsel (2008-2016) of Nuveen. | | |
1968 333 W. Wacker Drive Chicago, IL 60606 | | Vice President and Assistant Secretary | | 2008 | | |
| | | | |
∎ GIFFORD R. ZIMMERMAN | | | | | | Managing Director (since 2002), and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Managing Director (since 2002), Assistant Secretary (since 1997) andCo-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Vice President (since 2017), formerly, Managing Director (2003-2017) and Assistant Secretary (since 2003) of Symphony Asset Management LLC; Managing Director and Assistant Secretary (since 2002) of Nuveen Investments Advisers, LLC; Vice President and Assistant Secretary of NWQ Investment Management Company, LLC (since 2002), Santa Barbara Asset Management, LLC (since 2006), and of Winslow Capital Management, LLC, (since 2010); Chartered Financial Analyst. | | |
1956 333 W. Wacker Drive Chicago, IL 60606 | | Vice President Secretary | | 1988 | | |
| | | | | | |
(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) | Effective July 1, 2017, Mr. Young was appointed as a Board Member of each of the Nuveen Funds except Nuveen Diversified Dividend and Income Fund (JDD) and Nuveen Real Estate Income Fund (JRS). Effective February 27, 2020, Mr. Young was appointed as a Board Member of JDD and JRS. |
(3) | Officers serve one year terms through August of each year. The year first elected or appointed represents the year in which the Officer was first elected or appointed to any fund in the Nuveen complex. |
44
Notes
45
Notes
46
Notes
47
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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
| | | | |
Nuveen Securities, LLC, member FINRA and SIPC | 333 West Wacker Drive Chicago, IL 60606 | www.nuveen.com | | | | EAN-H-1219D 1077309-INV-Y-02/21 |
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 Carole E. Stone, Jack B. Evans and William C. Hunter who are “independent” for purposes of Item 3 of Form N-CSR.
Ms. Stone served for five years as Director of the New York State Division of the Budget. As part of her role as Director, Ms. Stone was actively involved in overseeing the development of the State’s operating, local assistance and capital budgets, its financial plan and related documents; overseeing the development of the State’s bond-related disclosure documents and certifying that they fairly presented the State’s financial position; reviewing audits of various State and local agencies and programs; and coordinating the State’s system of internal audit and control. Prior to serving as Director, Ms. Stone worked as a budget analyst/examiner with increasing levels of responsibility over a 30 year period, including approximately five years as Deputy Budget Director. Ms. Stone has also served as Chair of the New York State Racing Association Oversight Board, as Chair of the Public Authorities Control Board, as a Commissioner on the New York State Commission on Public Authority Reform and as a member of the Boards of Directors of several New York State public authorities. These positions have involved overseeing operations and finances of certain entities and assessing the adequacy of project/entity financing and financial reporting. Currently, Ms. Stone is on the Board of Directors of CBOE Holdings, Inc., of the Chicago Board Options Exchange, and of C2 Options Exchange. Ms. Stone’s position on the boards of these entities and as a member of both CBOE Holdings’ Audit Committee and its Finance Committee has involved, among other things, the oversight of audits, audit plans and preparation of financial statements.
Mr. Evans was formerly President and Chief Operating Officer of SCI Financial Group, Inc., a full service registered broker-dealer and registered investment adviser (“SCI”). As part of his role as President and Chief Operating Officer, Mr. Evans actively supervised the Chief Financial Officer (the “CFO”) and actively supervised the CFO’s preparation of financial statements and other filings with various regulatory authorities. In such capacity, Mr. Evans was actively involved in the preparation of SCI’s financial statements and the resolution of issues raised in connection therewith. Mr. Evans has also served on the audit committee of various reporting companies. At such companies, Mr. Evans was involved in the oversight of audits, audit plans, and the preparation of financial statements. Mr. Evans also formerly chaired the audit committee of the Federal Reserve Bank of Chicago.
Mr. Hunter was formerly a Senior Vice President at the Federal Reserve Bank of Chicago. As part of his role as Senior Vice President, Mr. Hunter was the senior officer responsible for all operations of each of the Economic Research, Statistics, and Community and Consumer Affairs units at the Federal Reserve Bank of Chicago. In such capacity, Mr. Hunter oversaw the subunits of the Statistics and Community and Consumer Affairs divisions responsible for the analysis and evaluation of bank and bank holding company financial statements and financial filings. Prior to serving as Senior Vice President at the Federal Reserve Bank of Chicago, Mr. Hunter was the Vice President of the Financial Markets unit at the Federal Reserve Bank of Atlanta where he supervised financial staff and bank holding company analysts who analyzed and evaluated bank and bank holding company financial statements. Mr. Hunter also currently serves on the Boards of Directors of Xerox Corporation and Wellmark, Inc. as well as on the Audit Committees of such Boards. As an Audit Committee member, Mr. Hunter’s responsibilities include, among other things, reviewing financial statements, internal audits and internal controls over financial reporting. Mr. Hunter also formerly was a Professor of Finance at the University of Connecticut School of Business and has authored numerous scholarly articles on the topics of finance, accounting and economics.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following tables show the amount of fees that PricewaterhouseCoopers LLP, the Fund’s auditor, billed to the Fund during the Fund’s last two full fiscal years. For engagements with PricewaterhouseCoopers LLP the Audit Committee approved in advance all audit services and non-audit services that PricewaterhouseCoopers LLP provided to the Fund, 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 Fund 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 Fund to its accountant during the fiscal year in which the services are provided; (B) the Fund 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 her absence, any other member of the Audit Committee).
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Fiscal Year Ended | | Audit Fees Billed to Fund1 | | | Audit-Related Fees Billed to Fund2 | | | Tax Fees Billed to Fund 3 | | | All Other Fees Billed to Fund 4 | |
December 31, 2019 | | $ | 54,290 | | | $ | 0 | | | $ | 100,022 | | | $ | 0 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Percentage approved pursuant to pre-approval exception | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % |
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December 31, 2018 | | $ | 54,378 | | | $ | 0 | | | $ | 69,216 | | | $ | 0 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Percentage approved pursuant to pre-approval exception | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % |
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1 “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements.
2 “Audit Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees”. These fees include offerings related to the Fund’s common shares and leverage.
3 “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculation performed by the principal accountant.
4 “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”. These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage.
SERVICES THAT THE FUND’S AUDITOR BILLED TO THE
ADVISER AND AFFILIATED FUND SERVICE PROVIDERS
The following tables show the amount of fees billed by PricewaterhouseCoopers LLP to Nuveen Fund Advisors, LLC (formerly Nuveen Fund Advisors, Inc.) (the “Adviser”), and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund (“Affiliated Fund Service Provider”), for engagements directly related to the Fund’s operations and financial reporting, during the Fund’s last two full fiscal years.
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 to PricewaterhouseCoopers LLP by the Fund, 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 Fund 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 Fund’s audit is completed.
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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 | |
December 31, 2019 | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Percentage approved pursuant to pre-approval exception | | | 0 | % | | | 0 | % | | | 0 | % |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
December 31, 2018 | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Percentage approved pursuant to pre-approval exception | | | 0 | % | | | 0 | % | | | 0 | % |
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NON-AUDIT SERVICES
The following table shows the amount of fees that PricewaterhouseCoopers LLP billed during the Fund’s last two full fiscal years for non-audit services. The Audit Committee is required to pre-approve non-audit services that PricewaterhouseCoopers LLP provides to the Adviser and any Affiliated Fund Services Provider, if the engagement related directly to the Fund’s operations and financial reporting (except for those subject to the pre-approval exception described above). The Audit Committee requested and received information from PricewaterhouseCoopers LLP about any non-audit services that PricewaterhouseCoopers LLP rendered during the Fund’s last fiscal year to the Adviser and any Affiliated Fund Service Provider. The Committee considered this information in evaluating PricewaterhouseCoopers LLP’s independence.
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Fiscal Year Ended | | Total Non-Audit Fees Billed to Fund | | | Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Fund) | | | Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements) | | | Total | |
December 31, 2019 | | $ | 100,022 | | | $ | 0 | | | $ | 0 | | | $ | 100,022 | |
December 31, 2018 | | $ | 69,216 | | | $ | 0 | | | $ | 0 | | | $ | 69,216 | |
“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.
Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit Committee must approve (i) all non-audit services to be performed for the Fund by the Fund’s independent accountants and (ii) all audit and non-audit services to be performed by the Fund’s independent accountants for the Affiliated Fund Service Providers with respect to operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent accountants for the Fund and Affiliated Fund Service Providers (with respect to operations and financial reports of the Fund) 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 her 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 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)). As of the end of the period covered by this report, the members of the audit committee are Jack B. Evans, William C. Hunter, John K. Nelson, Judith M. Stockdale and Carole E. Stone, Chair.
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.
Nuveen Fund Advisors, LLC is the registrant’s investment adviser (also referred to 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 Teachers Advisors, LLC (“Teachers Advisors” or “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 summarized as follows:
Proxy Voting Guidelines
Teachers Advisors has adopted policies and procedures to govern the Fund’s voting of proxies of portfolio companies. The Sub-Adviser seeks to use proxy voting as a tool to promote positive returns for long-term shareholders. Teachers Advisors believes that sound corporate governance practices and responsible corporate behavior create the framework from which public companies can be managed in the long-term interests of shareholders.
As a general matter, the Adviser has delegated to Teachers Advisors responsibility for voting proxies of the Fund’s portfolios in accordance with the approved guidelines developed and established by the Corporate Governance and Social Responsibility Committee. Guidelines for voting proxy proposals are articulated in the TIAA Policy Statement on Responsible Investing, which is attached to this filing as an exhibit.
Teachers Advisors votes proxies solicited by an Underlying Fund in the same proportion as the vote of the Underlying Fund’s shareholders other than the Funds (sometimes called “mirror” or “echo” voting).
Teachers Advisors has a dedicated team of professionals responsible for reviewing and voting proxies. In analyzing a proposal, in addition to exercising their professional judgment, these professionals utilize various sources of information to enhance their ability to evaluate the proposal. These sources may include research from third party proxy advisory firms and other consultants, various corporate governance-focused organizations, related publications and TIAA investment professionals. Based on their analysis of proposals and guided by the TIAA Policy Statement on Responsible Investing, these professionals then vote in a manner intended solely to advance the best interests of the Funds’ shareholders. Occasionally, when a proposal relates to issues not addressed in the TIAA Policy Statement on Responsible Investing, Teachers Advisors may seek guidance from the Corporate Governance and Social Responsibility Committee.
Teachers Advisors believes that they have implemented policies, procedures and processes designed to prevent conflicts of interest from influencing proxy voting decisions. These include (i) oversight by the Corporate Governance and Social Responsibility Committee; (ii) a clear separation of proxy voting functions from external client relationship and sales functions; and (iii) the active monitoring of required annual disclosures of potential conflicts of interest by individuals who have direct roles in executing or influencing the Funds’ proxy voting (e.g., Teachers Advisors’ proxy voting professionals, or trustees or senior executive of the Trust, Teachers Advisors or Teachers Advisors’ affiliates) by Teachers Advisors’ legal and compliance professionals.
There could be rare instances in which an individual who has a direct role in executing or influencing the Funds’ proxy voting (e.g., Teachers Advisors’ proxy voting professionals, or a Trustee or senior executive of Teachers Advisors or Teachers Advisors’ affiliates) is either a director or executive of a portfolio company or may have some other association with a portfolio company. In such cases, this individual is required to recuse himself or herself from all decisions related to proxy voting for that portfolio company.
ITEM 8. PORTFOLIO MANAGERS OFCLOSED-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 andon-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 Teachers Advisors LLC (“Teachers Advisors”) also referred to as the(“Sub-Adviser”) since October 14, 2019, assub-adviser to provide discretionary investment advisory services. The following section provides information on the portfolio managers of theSub-Adviser.
Item 8(a)(1). | PORTFOLIO MANAGER BIOGRAPHY |
As of the date of filing this report, the following individuals at theSub-Adviser have primary responsibility for theday-to-day implementation of the Fund’s investment strategy:
Aashh Parekh is a portfolio manager for Nuveen’s global fixed income and a member of the securitized sector team, specializing in asset-backed securities. He manages portfolios across a variety of asset-backed transaction (ABS) types, including Consumer ABS, Commercial ABS, CDOs/CLOs, and insurance-linked securities as well as other esoteric securitizations. Prior to joining the firm in 2005, he held a variety of analyst roles in the telecom industry. Aashh graduated with a B.S. in Economics and International Business from Pennsylvania State University and an M.B.A from the University of North Carolina at Chapel Hill. He is a member of the CFA Institute and a board member of the Structured Finance Industry Group.
Nicholas Travaglino is a portfolio manager for Nuveen’s global fixed income team and leads the securitized sector team, which selects residential mortgage-backed, commercial mortgage-backed and asset-backed securities for all portfolios. He is also theco-manager of the Inflation-Linked Bond strategies. Nick is also a member of the Investment Committee, which establishes investment policy for all global fixed income products. Prior to joining the firm in 2014, Nicholas worked for Royal Bank of Canada Capital Markets, where he managed a $2 billion Agency MBS position within RBC’s proprietary trading unit. He also worked for Citigroup Global Markets, where he was responsible for positioning and trading Citi’s long duration CMO book. Nicholas began his career in portfolio management at Freddie Mac and entered the investment industry since 1997.
Stephen Virgilio is a trader for Nuveen’s global fixed income team and member of the securitized sector team. He is responsible for managing the organization’s structured product fixed income best execution initiatives, along with trading ABS, CMBS andNon-Agency MBS securities in both the primary and secondary markets. Prior to joining the firm in 2007, he worked at Standard & Poor’s providing securities pricing evaluations on securitized products, and at Citigroup Global Markets where he was a member of the asset backed finance group working on the origination and structuring of consumer ABS debt transactions.
Item 8(a)(2). | OTHER ACCOUNTS MANAGED BY PORTFOLIO MANAGER AS OF DECEMBER 31, 2019 |
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Portfolio Manager | | Type of Account Managed | | Number of Accounts | | | Assets | | | Number of Accounts with Performance- Based Fees | | | Assets of Accounts with Performance- Based Fees | |
Aashh Parekh | | Registered Investment Companies | | | 0 | | | $ | 0 | | | | 0 | | | $ | 0 | |
| | Other Pooled Investment Vehicles | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| | Other Accounts | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Nicholas Travaglino | | Registered Investment Companies | | | 3 | | | $ | 10,815 billion | | | | 0 | | | | 0 | |
| | Other Pooled Investment Vehicles | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| | Other Accounts | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Stephen Virgilio | | Registered Investment Companies | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| | Other Pooled Investment Vehicles | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| | Other Accounts | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
POTENTIAL MATERIAL CONFLICTS OF INTEREST
Portfolio Managers of the Fund may also manage other registered investment companies or unregistered investment pools and investment accounts, including accounts for TIAA, its affiliated investment advisers, including Teachers Advisors, or other client or proprietary accounts (collectively, “Accounts”), which may raise potential conflicts of interest. Teachers Advisors has put in place policies and procedures designed to mitigate any such conflicts. Additionally, TIAA or its affiliates, including Teachers Advisors, may be involved in certain investment opportunities that have the effect of restricting or limiting the Fund’s participation in such investment opportunities.
TIAA or its affiliates, including Nuveen and Teachers Advisors, 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, the 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 an Account’s investments and/or the internal policies of TIAA or its affiliates, including Teachers Advisors, designed to comply with such restrictions. As a result, there may be periods, for example, when Teachers Advisors 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 TIAA or its affiliates, including Teachers Advisors, may also limit the investment strategies and rights of the Fund. For example, in certain circumstances where the Fund invests in securities issued by companies that operate in certain emerging or international markets, or are subject to corporate or regulatory ownership definitions, or invest in certain futures and derivative transactions, there may be limits on the aggregate amount invested by TIAA or its affiliates, including Teachers Advisors, for the Fund and 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 Teachers Advisors, on behalf of the Fund or 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, Teachers Advisors, on behalf of the Fund or Accounts, may limit purchases, sell existing investments, or otherwise restrict or limit the exercise of rights (including voting rights) when Teachers Advisors, 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.
Conflicting Positions. Investment decisions made for the Fund may differ from, and may conflict with, investment decisions made by Teachers Advisors or any of its affiliated investment advisers for Accounts due to differences in investment objectives, investment strategies, account benchmarks, client risk profiles and other factors. As a result of such differences, if an Account were to sell a significant position in a security while the Fund maintained its position in that security, the market price of such security could decrease and adversely impact the Fund’s performance. In the case of a short sale, the selling Account would benefit from any decrease in price.
Conflicts may also arise in cases where one or more funds or Accounts are invested in different parts of an issuer’s capital structure. For example, a fund (or an Account) could acquire debt obligations of a company while an Account (or a fund) acquires an equity investment in the same company. In negotiating the terms and conditions of any such investments, Teachers Advisors (or, in the case of an Account, an affiliated investment adviser) may find that the interests of the debt-holding fund (or Account) and the
equity-holding Account (or fund) may conflict. If that issuer encounters financial problems, decisions over the terms of the workout could raise conflicts of interest (including, for example, conflicts over proposed waivers and amendments to debt covenants). For example, a debt holding fund (or Account) may be better served by a liquidation of an issuer in which they could be paid in full, while equity holding Account (or fund) might prefer a reorganization of the issuer that would have the potential to retain value for the equity holder. As another example, holders of an issuer’s senior securities may be able to act to direct cash flows away from junior security holders, and both the junior and senior security holders may be a fund (or an Account). Any of the foregoing conflicts of interest will be discussed and resolved on acase-by-case basis pursuant to policies and procedures designed to mitigate any such conflicts. Any such discussions will factor in the interests of the relevant parties and applicable laws and regulations. Teachers Advisors may seek to avoid such conflicts, and, as a result, Teachers Advisors may choose not to make such investments on behalf of the Fund, which may adversely affect the Fund’s performance if similarly attractive opportunities are not available or identified.
Allocation of Investment Opportunities. Even where Accounts have similar investment mandates as the Fund, Teachers Advisors may determine that investment opportunities, strategies or particular purchases or sales are appropriate for one or more Accounts, but not for the Fund, or are appropriate for the Fund but in different amounts, terms or timing than is appropriate for an Account. As a result, the amount, terms or timing of an investment by the Fund may differ from, and performance may be lower than, investments and performance of an Account.
Aggregation and Allocation of Orders. Teachers Advisors and its affiliated investment advisers may aggregate orders of the Funds and Accounts, in each case consistent with the applicable adviser’s policy to seek best execution for all orders. Although aggregating orders is a common means of reducing transaction costs for participating Accounts and Funds, Teachers Advisors or its affiliated investment advisers may be perceived as causing one Fund or Account to participate in an aggregated transaction in order to increase Teachers Advisors’ or its affiliated investment advisers’ overall allocation of securities in that transaction or future transactions. Allocations of aggregated trades may also be perceived as creating an incentive for Teachers Advisors to disproportionately allocate securities expected to increase in value to certain Accounts at the expense of a Fund. In addition, a Fund may bear the risk of potentially higher transaction costs if aggregated trades are only partially filled or if orders are not aggregated at all.
Teachers Advisors and its affiliated investment advisers have adopted procedures designed to mitigate the foregoing conflicts of interest by treating each Fund and Account they advise fairly and equitably over time in the allocation of investment opportunities and the aggregation and allocation of orders. The procedures also are designed to mitigate conflicts in potentially inconsistent trading and provide guidelines for trading priority. Moreover, Teachers Advisors’ or its affiliated investment advisers’ trading activities are subject to supervisory review and compliance monitoring to help address and mitigate conflicts of interest and ensure that Funds and Accounts are being treated fairly and equitably over time.
For example, in allocating investment opportunities, a portfolio manager considers an Account’s or Fund’s investment objectives, investment restrictions, cash position, need for liquidity, sector concentration and other objective criteria. In addition, orders for the same single security are generally aggregated with other orders for the same single security received at the same time. If aggregated orders are fully executed, each participating Account or Fund is allocated its pro rata share on an average price and trading cost basis. In the event the order is only partially filled, each participating Account or Fund receives a pro rata share. Portfolio managers are also subject to restrictions on potentially inconsistent trading of single securities, although a portfolio manager may sell a single security short if the security is included in an account’s benchmark and the portfolio manager is underweight in that security relative to the applicable Account’s or Fund’s benchmark. Moreover, the procedures set forth guidelines under which trading for long sales of single securities over short sales of the same or closely related securities are monitored to ensure that the trades are treated fairly and equitably. Additionally, the Funds’ portfolio managers’ decisions for executing those trades are also monitored.
Teachers Advisors’ procedures also address basket trades (trades in a wide variety of securities—on average approximately 100 different issuers) used in quantitative strategies. However, basket trades are generally not aggregated or subject to the same types of restrictions on potentially inconsistent trading as single-security trades because basket trades are tailored to a particular index or model portfolio based on the risk profile of a particular Account or Fund pursuing a particular quantitative strategy. In addition, basket trades are not subject to the same monitoring as single-security trades because an automated and systematic process is used to execute trades; however, the Funds’ portfolio managers’ decisions for executing those trades are monitored.
Research.Teachers Advisors allocates brokerage commissions to brokers who provide execution and research services for the Funds and some or all of Teachers Advisors’ other clients. Such research services may not always be utilized in connection with the Funds or other client Accounts that may have provided the commission or a portion of the commission paid to the broker
providing the services. Teachers Advisors is authorized to pay, on behalf of the Funds, higher brokerage fees than another broker might have charged in recognition of the value of brokerage or research services provided by the broker. Teachers Advisors has adopted procedures with respect to theseso-called “soft dollar” arrangements, including the use of brokerage commissions to pay for brokers’in-house andnon-proprietary research, the process for allocating brokerage, and Teachers Advisors’ practices regarding the use of third-party soft dollars.
IPO Allocation. Teachers Advisors has adopted procedures designed to ensure that it allocates initial public offerings to the Funds and Teachers Advisors’ other clients in a fair and equitable manner, consistent with its fiduciary obligations to its clients.
Compensation. The compensation paid to Teachers Advisors for managing Funds, as well as certain other clients, is based on a percentage of assets under management, whereas the compensation paid to Teachers Advisors for managing certain other clients is based on cost. However, no client currently pays Teachers Advisors a performance-based fee. Nevertheless, Teachers Advisors may be perceived as having an incentive to allocate securities that are expected to increase in value to accounts in which Teachers Advisors has a proprietary interest or to certain other accounts in which Teachers Advisors receives a larger asset-based fee.
Item 8(a)(3). | PORTFOLIO MANAGER COMPENSATION |
As of the most recently completed fiscal year end, the primary portfolio managers compensation is as follows:
Fixed-income Portfolio Managers are compensated through a combination of base salary, annual performance awards, long-term compensation awards and, for certain portfolio managers, equity-like performance based plans. Currently, the annual performance awards and long-term compensation awards are determined by investment performance ratings, which reflect investment performance using risk-adjusted returns and Morningstar ranking (60%), manager-subjective ratings (25%), and internal peer review (15%).
The variable component of a Portfolio Manager’s compensation is remunerated as: (1) a current year cash bonus; and (2) a long-term performance award, which is on a3-year cliff vesting cycle and (3) an equity-like profits interest plan. Fifty percent (50%) of the long-term award is based on the account(s) managed by the Portfolio Manager during the3-year vesting period, while the value of the remainder of the long-term award is based on the performance of the TIAA organization as a whole. The equity-like profits interest vests over time and entitles participants to a percentage of Teachers Advisors’ annual profits and the profits of its affiliate Nuveen Asset Management. The equity-like profits interest is allocated to individual portfolio managers based on such person’s overall contribution to Teachers Advisors and Nuveen Asset Management.
Risk-adjusted investment performance is calculated, where records are available, over one, three, and five years, each ending December 31. For each year, the gross excess return (on abefore-tax basis) of a Portfolio Manager’s mandate(s) is calculated versus each mandate’s assigned benchmark. For managers with less than a5-year track record, there is a 40% weighting for the1-year return and a 60% weighting for the3-year return. An Information Ratio is then calculated utilizing the gross excess return in the numerator and the52-week realized Active Risk (tracking error), in the denominator to generate risk adjusted investment performance. Investment performance relative to industry peers is evaluated using Morningstar percentile rankings with equal weighting to each of the1-,3-, and5-year rankings.
Utilizing the three variables discussed above (investment performance, manager assessment and internal peer ratings), total compensation is calculated and then compared to the compensation data obtained from surveys that include comparable investment firms. It should be noted that the total compensation can be increased or decreased based on the performance of the fixed-income group as a unit and the relative success of the TIAA organization in achieving its financial and operational objectives.
Item 8(a)(4). | OWNERSHIP OF REGISTRANT’S SECURITIES AS OF DECEMBER 31, 2019 |
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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 | |
Aashh Parekh | | X | | | | | | | | | | | | | | | | | | | | | | | | |
Nicholas Travaglino | | X | | | | | | | | | | | | | | | | | | | | | | | | |
Stephen Virgilio | | X | | | | | | | | | | | | | | | | | | | | | | | | |
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
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 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.
(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not applicable because the code is posted on registrant’s website at www.nuveen.com/fund-governance and there were no amendments during the period covered by this report. (To view the code, click on Code of Conduct.)
(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) in the exact form set forth below: Ex-99.CERT Attached hereto.
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the 1940 Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.
(a)(4) Change in registrant’s independent public accountant. Not applicable.
(b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the 1940 Act (17 CFR 270.30a-2(b)); Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Ex-99.906 CERT attached hereto.
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 Mortgage and Income Fund
| | | | |
By (Signature and Title) | | /s/ Gifford R. Zimmerman | | |
| | Gifford R. Zimmerman | | |
| | Vice President and Secretary | | |
| |
Date: March 6, 2020 | | |
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/ Cedric H. Antosiewicz | | |
| | Cedric H. Antosiewicz | | |
| | Chief Administrative Officer | | |
| | (principal executive officer) | | |
| |
Date: March 6, 2020 | | |
| | |
By (Signature and Title) | | /s/ E. Scott Wickerham | | |
| | E. Scott Wickerham | | |
| | Vice President and Controller | | |
| | (principal financial officer) | | |
| |
Date: March 6, 2020 | | |