| | Ohio | | Texas |
| | Quality Income (NUO) | | Quality Income (NTX) |
| | | Six Months | | | Year | | | Six Months | | | Year | |
| | | Ended | | | Ended | | | Ended | | | Ended | |
| | | 8/31/16 | | | 2/29/16 | | | 8/31/16 | | | 2/29/16 | |
Operations | | | | | | | | | | | | | |
Net investment income (loss) | | $ | 7,031,682 | | $ | 14,987,163 | | $ | 3,277,568 | | $ | 6,606,313 | |
Net realized gain (loss) from: | | | | | | | | | | | | | |
Investments | | | 118,721 | | | 476,198 | | | 243,113 | | | 388,027 | |
Swaps | | | — | | | 20,171 | | | — | | | 53,624 | |
Change in net unrealized appreciation (depreciation) of: | | | | | | | | | | | | | |
Investments | | | 9,871,897 | | | 2,727,310 | | | 5,579,236 | | | 531,074 | |
Swaps | | | — | | | (197,460 | ) | | — | | | (94,558 | ) |
Net increase (decrease) in net assets applicable to common shares from operations | | | 17,022,300 | | | 18,013,382 | | | 9,099,917 | | | 7,484,480 | |
Distributions to Common Shareholders | | | | | | | | | | | | | |
From net investment income | | | (7,334,695 | ) | | (15,299,135 | ) | | (3,278,898 | ) | | (6,557,796 | ) |
From accumulated net realized gains | | | — | | | — | | | — | | | — | |
Decrease in net assets applicable to common shares from distributions to common shareholders | | | (7,334,695 | ) | | (15,299,135 | ) | | (3,278,898 | ) | | (6,557,796 | ) |
Capital Share Transactions | | | | | | | | | | | | | |
Common shares: | | | | | | | | | | | | | |
Net proceeds from shares issued to shareholders due to reinvestment of distributions | | | — | | | — | | | — | | | — | |
Cost of shares repurchased and retired | | | — | | | — | | | — | | | — | |
Net increase (decrease) in net assets applicable to common shares from capital share transactions | | | — | | | — | | | — | | | — | |
Net increase (decrease) in net assets applicable to common shares | | | 9,687,605 | | | 2,714,247 | | | 5,821,019 | | | 926,684 | |
Net assets applicable to common shares at the beginning of period | | | 317,855,981 | | | 315,141,734 | | | 158,570,876 | | | 157,644,192 | |
Net assets applicable to common shares at the end of period | | $ | 327,543,586 | | $ | 317,855,981 | | $ | 164,391,895 | | $ | 158,570,876 | |
Undistributed (Over-distribution of) net investment income at the end of period | | $ | (206,553 | ) | $ | 96,460 | | $ | 434,583 | | $ | 435,913 | |
See accompanying notes to financial statements.
Statement of | | |
| Cash Flows | Six Months Ended August 31, 2016 (Unaudited) |
| | | Arizona | | | Michigan | | | Ohio | | | Texas | |
| | | Premium | | | Quality | | | Quality | | | Quality | |
| | | Income | | | Income | | | Income | | | Income | |
| | | (NAZ | ) | | (NUM | ) | | (NUO | ) | | (NTX | ) |
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net Increase (Decrease) in Net Assets Applicable to Common Shares from Operations | | $ | 9,380,344 | | $ | 16,569,351 | | $ | 17,022,300 | | $ | 9,099,917 | |
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 | | | (24,738,205 | ) | | (45,606,582 | ) | | (25,515,242 | ) | | (4,794,448 | ) |
Proceeds from sales and maturities of investments | | | 14,191,366 | | | 32,033,453 | | | 15,429,445 | | | 2,636,500 | |
Taxes paid | | | — | | | (5,113 | ) | | — | | | — | |
Amortization (Accretion) of premiums and discounts, net | | | 618,087 | | | 949,756 | | | 620,625 | | | 259,801 | |
Amortization of deferred offering costs | | | 14,053 | | | 22,143 | | | 4,944 | | | 85,215 | |
(Increase) Decrease in: | | | | | | | | | | | | | |
Receivable for interest | | | (30,427 | ) | | (41,739 | ) | | 154,407 | | | (69,960 | ) |
Receivable for investments sold | | | (190,000 | ) | | (1,864,005 | ) | | (7,417,612 | ) | | (1,290,000 | ) |
Other assets | | | (1,742 | ) | | (3,266 | ) | | 3,897 | | | (5,386 | ) |
Increase (Decrease) in: | | | | | | | | | | | | | |
Payable for interest | | | 105,670 | | | 207,033 | | | — | | | — | |
Payable for investments purchased | | | 3,677,280 | | | — | | | 7,201,909 | | | 2,035,080 | |
Accrued management fees | | | 14,953 | | | 25,678 | | | 19,932 | | | 9,723 | |
Accrued Trustees fees | | | (79 | ) | | (95 | ) | | 1,928 | | | (89 | ) |
Accrued other expenses | | | (14,439 | ) | | (14,962 | ) | | (14,717 | ) | | (4,334 | ) |
Net realized (gain) loss from investments | | | (293,730 | ) | | (838,183 | ) | | (118,721 | ) | | (243,113 | ) |
Change in net unrealized appreciation (depreciation) of investments | | | (5,204,216 | ) | | (8,412,505 | ) | | (9,871,897 | ) | | (5,579,236 | ) |
Net cash provided by (used in) operating activities | | | (2,471,085 | ) | | (6,979,036 | ) | | (2,478,802 | ) | | 2,139,670 | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Increase (Decrease) in: | | | | | | | | | | | | | |
Cash overdraft | | | — | | | 418,265 | | | — | | | — | |
Floating rate obligations | | | — | | | — | | | 8,000,000 | | | — | |
Payable for offering costs | | | 132,896 | | | 78,670 | | | — | | | — | |
VMTP Shares, at liquidation preference | | | 9,300,000 | | | 14,000,000 | | | — | | | — | |
Cash distributions paid to common shareholders | | | (4,508,704 | ) | | (7,740,557 | ) | | (7,369,884 | ) | | (3,275,592 | ) |
Net cash provided by (used in) financing activities | | | 4,924,192 | | | 6,756,378 | | | 630,116 | | | (3,275,592 | ) |
Net Increase (Decrease) in Cash | | | 2,453,107 | | | (222,658 | ) | | (1,848,686 | ) | | (1,135,922 | ) |
Cash at the beginning of period | | | 723,153 | | | 222,658 | | | 3,414,508 | | | 1,867,828 | |
Cash at the end of period | | $ | 3,176,260 | | $ | — | | $ | 1,565,822 | | $ | 731,906 | |
| | | | | | | | | | | | | |
| | | Arizona | | | Michigan | | | Ohio | | | Texas | |
| | | Premium | | | Quality | | | Quality | | | Quality | |
| | | Income | | | Income | | | Income | | | Income | |
Supplemental Disclosures of Cash Flow Information | | | (NAZ | ) | | (NUM | ) | | (NUO | ) | | (NTX | ) |
Cash paid for interest (excluding amortization of offering costs) | | $ | 459,435 | | $ | 981,675 | | $ | 359,171 | | $ | 459,659 | |
Non-cash financing activities not included herein consists of reinvestments of common share distributions | | | 110,836 | | | — | | | — | | | — | |
See accompanying notes to financial statements.
THIS PAGE INTENTIONALLY LEFT BLANK
Financial | |
| Highlights (Unaudited) |
Selected data for a common share outstanding throughout each period:
| | | | | Investment Operations | | | | | Less Distributions to Common Shareholders | | Common Share |
| | | Beginning Common Share NAV | | | Net Investment Income (Loss | ) | | Net Realized/ Unrealized Gain (Loss | ) | Distributions from Net Investment Income to ARPS Share- holders | (a) | Distributions from Accum- ulated Net Realized Gains to ARPS Share- holders | (a) | | Total | | | From Net Investment Income | | From Accum- ulated Net Realized Gains | | | Total | | | Discount per Share Repur- chased and Retired | | | Ending NAV | | | Ending Share Price | |
Arizona Premium Income (NAZ) |
Year Ended 2/28–2/29: |
2017(f) | | $ | 15.01 | | $ | 0.34 | | $ | 0.48 | | $ | — | | $ | — | | $ | 0.82 | | $ | (0.40 | ) | $ | — | | $ | (0.40 | ) | $ | — | | $ | 15.43 | | $ | 16.85 | |
2016 | | | 15.02 | | | 0.76 | | | 0.03 | | | — | | | — | | | 0.79 | | | (0.80 | ) | | — | | | (0.80 | ) | | — | | | 15.01 | | | 15.74 | |
2015 | | | 14.15 | | | 0.79 | | | 0.87 | | | — | | | — | | | 1.66 | | | (0.79 | ) | | — | | | (0.79 | ) | | — | | | 15.02 | | | 14.37 | |
2014 | | | 15.47 | | | 0.55 | | | (1.10 | ) | | — | | | — | | | (0.55 | ) | | (0.77 | ) | | — | | | (0.77 | ) | | — | | | 14.15 | | | 12.79 | |
2013 | | | 14.82 | | | 0.75 | | | 0.67 | | | — | | | — | | | 1.42 | | | (0.77 | ) | | — | | | (0.77 | ) | | — | | | 15.47 | | | 15.70 | |
2012 | | | 13.25 | | | 0.80 | | | 1.54 | | | (0.01 | ) | | — | | | 2.33 | | | (0.76 | ) | | — | | | (0.76 | ) | | — | | | 14.82 | | | 14.61 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Michigan Quality Income (NUM) |
Year Ended 2/28–2/29: |
2017(f) | | | 15.93 | | | 0.35 | | | 0.44 | | | — | | | — | | | 0.79 | | | (0.37 | ) | | — | | | (0.37 | ) | | — | | | 16.35 | | | 15.15 | |
2016 | | | 15.80 | | | 0.76 | | | 0.15 | | | — | | | — | | | 0.91 | | | (0.78 | ) | | — | * | | (0.78 | ) | | — | * | | 15.93 | | | 14.01 | |
2015 | | | 14.98 | | | 0.80 | | | 0.88 | | | — | | | — | | | 1.68 | | | (0.86 | ) | | — | | | (0.86 | ) | | — | | | 15.80 | | | 13.85 | |
2014 | | | 16.35 | | | 0.80 | | | (1.28 | ) | | — | | | — | | | (0.48 | ) | | (0.89 | ) | | — | | | (0.89 | ) | | — | * | | 14.98 | | | 13.45 | |
2013 | | | 15.95 | | | 0.74 | | | 0.55 | | | — | | | — | | | 1.29 | | | (0.89 | ) | | — | | | (0.89 | ) | | — | | | 16.35 | | | 15.62 | |
2012 | | | 14.18 | | | 0.89 | | | 1.75 | | | (0.01 | ) | | — | | | 2.63 | | | (0.86 | ) | | — | | | (0.86 | ) | | — | * | | 15.95 | | | 15.40 | |
(a) | The amounts shown for Auction Rate Preferred Shares ("ARPS") are based on common share equivalents. |
(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 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. |
* | Rounds to less than $0.01 per share. |
| | | | | | | | Common Share Supplemental Data/ Ratios Applicable to Common Shares |
| | | Common Share Total Returns | | | | | | Ratios to Average Net Assets(c) | | | | |
| | | Based on NAV | (b) | | Based on Share Price | (b) | | Ending Net Assets (000) | | | Expenses | (d) | | Net Investment Income (Loss) | | | Portfolio Turnover Rate | (e) |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | 5.50 | % | | 9.79 | % | $ | 178,639 | | | 1.90 | %** | | 4.35 | %** | | 5 | % |
| | | 5.45 | | | 15.59 | | | 173,767 | | | 1.51 | | | 5.12 | | | 9 | |
| | | 12.01 | | | 18.94 | | | 173,648 | | | 1.56 | | | 5.37 | | | 13 | |
| | | (3.40 | ) | | (13.52 | ) | | 163,635 | | | 2.47 | | | 4.93 | | | 14 | |
| | | 9.77 | | | 13.02 | | | 69,236 | | | 1.80 | | | 4.94 | | | 10 | |
| | | 18.08 | | | 25.48 | | | 66,268 | | | 1.52 | | | 5.73 | | | 7 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | 5.01 | | | 10.85 | | | 340,293 | | | 1.81 | ** | | 4.31 | ** | | 6 | |
| | | 5.97 | | | 7.15 | | | 331,466 | | | 1.52 | | | 4.85 | | | 12 | |
| | | 11.45 | | | 9.48 | | | 329,232 | | | 1.57 | | | 5.14 | | | 15 | |
| | | (2.76 | ) | | (8.00 | ) | | 312,180 | | | 1.95 | | | 5.32 | | | 15 | |
| | | 8.27 | | | 7.30 | | | 341,057 | | | 1.84 | | | 5.09 | | | 12 | |
| | | 19.11 | | | 28.44 | | | 184,270 | | | 1.56 | | | 5.97 | | | 14 | |
(c) | Ratios do not reflect the effect of dividend payments to ARPS shareholders, during periods when ARPS were outstanding; Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to ARPS and other subsequent forms of preferred shares issued by the Fund, where applicable. |
(d) | The expense ratios reflect, among other things, all interest expense and other costs related to preferred shares (as described in Note 4 – Fund Shares, Preferred Shares)and/or the interest expense deemed to have been paid by the Fund on the floating rate certificates issued by the special purpose trusts for the self-deposited inverse floaters held by the Fund (as described in Note 3 – Portfolio Securities and Investments in Derivatives, Inverse Floating Rate Securities), where applicable, as follows: |
Arizona Premium Income (NAZ) | | | | |
Year Ended 2/28–2/29: | | | | |
2017(f) | | | 0.87 | %** |
2016 | | | 0.49 | |
2015 | | | 0.50 | |
2014 | | | 1.32 | |
2013 | | | 0.57 | |
2012 | | | 0.35 | |
Michigan Quality Income (NUM) | | | | |
Year Ended 2/28–2/29: | | | | |
2017(f) | | | 0.83 | %** |
2016 | | | 0.52 | |
2015 | | | 0.53 | |
2014 | | | 0.84 | |
2013 | | | 0.70 | |
2012 | | | 0.46 | |
(e) | Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 5 – Investment Transactions) divided by the average long-term market value during the period. |
(f) | For the six months ended August 31, 2016. |
** | Annualized. |
See accompanying notes to financial statements.
Financial Highlights (Unaudited) (continued)
Selected data for a common share outstanding throughout each period:
| | | | | | Investment Operations | | | Less Distributions to Common Shareholders | | | Common Share |
| | | Beginning Common Share NAV | | | Net Investment Income (Loss) | | | Net Realized/ Unrealized Gain (Loss) | | | Distributions from Net Investment Income to ARPS Share- holders | (a) | Distributions from Accum- ulated Net Realized Gains to ARPS Share- holders | (a) | | Total | | | From Net Investment Income | | From Accum- ulated Net Realized Gains | | | Total | | | Shelf Offering Costs | | | Premium from Share Sold through Shelf Offering | | | Ending NAV | | | Ending Share Price | |
Ohio Quality Income (NUO) | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended 2/28–2/29: | | | | | | | | | | | | | | | | | | | | | | | | | |
2017(f) | | $ | 17.16 | | $ | 0.38 | | $ | 0.54 | | $ | — | | $ | — | | $ | 0.92 | | $ | (0.40 | ) | $ | — | | $ | (0.40 | ) | $ | — | | $ | — | | $ | 17.68 | | $ | 16.56 | |
2016 | | | 17.01 | | | 0.81 | | | 0.17 | | | — | | | — | | | 0.98 | | | (0.83 | ) | | — | | | (0.83 | ) | | — | | | — | | | 17.16 | | | 15.44 | |
2015 | | | 16.02 | | | 0.85 | | | 1.07 | | | — | | | — | | | 1.92 | | | (0.93 | ) | | — | | | (0.93 | ) | | — | | | — | | | 17.01 | | | 15.40 | |
2014 | | | 17.64 | | | 0.76 | | | (1.39 | ) | | — | | | — | | | (0.63 | ) | | (0.99 | ) | | — | | | (0.99 | ) | | — | | | — | | | 16.02 | | | 14.75 | |
2013 | | | 17.17 | | | 0.89 | | | 0.54 | | | — | | | — | | | 1.43 | | | (0.96 | ) | | — | | | (0.96 | ) | | — | | | — | | | 17.64 | | | 17.79 | |
2012 | | | 15.44 | | | 0.99 | | | 1.68 | | | (0.01 | ) | | — | | | 2.66 | | | (0.93 | ) | | — | | | (0.93 | ) | | — | | | — | | | 17.17 | | | 16.88 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Texas Quality Income (NTX) | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended 2/28–2/29: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2017(f) | | | 15.81 | | | 0.33 | | | 0.58 | | | — | | | — | | | 0.91 | | | (0.33 | ) | | — | | | (0.33 | ) | | — | | | — | | | 16.39 | | | 15.68 | |
2016 | | | 15.72 | | | 0.66 | | | 0.08 | | | — | | | — | | | 0.74 | | | (0.65 | ) | | — | | | (0.65 | ) | | — | | | — | | | 15.81 | | | 14.66 | |
2015 | | | 14.82 | | | 0.62 | | | 0.96 | | | — | | | — | | | 1.58 | | | (0.68 | ) | | — | | | (0.68 | ) | | — | | | — | | | 15.72 | | | 14.35 | |
2014 | | | 15.87 | | | 0.66 | | | (1.01 | ) | | — | | | — | | | (0.35 | ) | | (0.70 | ) | | — | | | (0.70 | ) | | — | * | | — | * | | 14.82 | | | 13.54 | |
2013 | | | 15.46 | | | 0.68 | | | 0.47 | | | — | | | — | | | 1.15 | | | (0.77 | ) | | — | | | (0.77 | ) | | (0.01 | ) | | 0.04 | | | 15.87 | | | 16.00 | |
2012 | | | 14.12 | | | 0.75 | | | 1.48 | | | — | | | — | | | 2.23 | | | (0.86 | ) | | (.03 | ) | | (0.89 | ) | | — | | | — | | | 15.46 | | | 16.31 | |
(a) | The amounts shown for Auction Rate Preferred Shares ("ARPS") are based on common share equivalents. |
(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 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. |
* | Rounds to less than $0.01 per share. |
| | | | | | Common Share Supplemental Data/ Ratios Applicable to Common Shares |
| | | Common Share Total Returns | | | | | | Ratios to Average Net Assets(c) | | | | |
| | | Based on NAV | (b) | | Based on Share Price | (b) | | Ending Net Assets (000) | | | Expenses | (d) | | Net Investment Income (Loss) | | | Portfolio Turnover Rate | (e) |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | 5.37 | % | | 9.88 | % | $ | 327,544 | | | 1.67 | %** | | 4.30 | %** | | 3 | % |
| | | 5.95 | | | 5.96 | | | 317,856 | | | 1.58 | | | 4.83 | | | 10 | |
| | | 12.23 | | | 10.79 | | | 315,142 | | | 1.62 | | | 5.10 | | | 15 | |
| | | (3.38 | ) | | (11.39 | ) | | 296,668 | | | 2.15 | | | 5.45 | | | 13 | |
| | | 8.53 | | | 11.27 | | | 172,898 | | | 1.76 | | | 5.14 | | | 13 | |
| | | 17.73 | | | 20.55 | | | 167,709 | | | 1.50 | | | 6.10 | | | 10 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | 5.77 | | | 9.24 | | | 164,392 | | | 1.64 | ** | | 4.01 | ** | | 1 | |
| | | 4.89 | | | 7.02 | | | 158,571 | | | 1.78 | | | 4.26 | | | 14 | |
| | | 10.81 | | | 11.07 | | | 157,644 | | | 2.33 | | | 4.05 | | | 12 | |
| | | (2.11 | ) | | (11.03 | ) | | 148,580 | | | 2.49 | | | 4.46 | | | 13 | |
| | | 7.80 | | | 2.97 | | | 158,920 | | | 2.38 | | | 4.33 | | | 12 | |
| | | 16.23 | | | 13.81 | | | 148,222 | | | 2.48 | | | 5.10 | | | 9 | |
(c) | Ratios do not reflect the effect of dividend payments to ARPS shareholders, during periods when ARPS were outstanding; Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to ARPS and other subsequent forms of preferred shares issued by the Fund, where applicable. |
(d) | The expense ratios reflect, among other things, all interest expense and other costs related to preferred shares (as described in Note 4 – Fund Shares, Preferred Shares) and/or the interest expense deemed to have been paid by the Fund on the floating rate certificates issued by the special purpose trusts for the self-deposited inverse floaters held by the Fund (as described in Note 3 – Portfolio Securities and Investments in Derivatives, Inverse Floating Rate Securities), where applicable, as follows: |
Ohio Quality Income (NUO) | | | | |
Year Ended 2/28–2/29: | | | | |
2017(f) | | | 0.69 | %** |
2016 | | | 0.55 | |
2015 | | | 0.57 | |
2014 | | | 1.05 | |
2013 | | | 0.61 | |
2012 | | | 0.40 | |
| | | | |
Texas Quality Income (NTX) | | | | |
Year Ended 2/28–2/29: | | | | |
2017(f) | | | 0.67 | %** |
2016 | | | 0.77 | |
2015 | | | 1.26 | |
2014 | | | 1.31 | |
2013 | | | 1.27 | |
2012 | | | 1.37 | |
(e) | Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 5 – Investment Transactions) divided by the average long-term market value during the period. |
(f) | For the six months ended August 31, 2016. |
** | Annualized. |
See accompanying notes to financial statements.
Financial Highlights (Unaudited) (continued)
| | | MTP Shares at the End of Period (a) | | | VMTP Shares at the End of Period | | | MTP and VMTP Shares at the End of Period | |
| | | Aggregate Amount Outstanding (000) | | | Asset Coverage Per $10 Share | | | Aggregate Amount Outstanding (000) | | Asset Coverage Per $100,000 Share | | | Asset Coverage Per $1 Liquidation Preference | |
Arizona Premium Income (NAZ) | | | | | | | | | | | | | | | | |
Year Ended 2/28–2/29: | | | | | | | | | | | | | | | | |
2017(b) | | $ | — | | $ | — | | $ | 88,300 | | $ | 302,309 | | $ | — | |
2016 | | | — | | | — | | | 79,000 | | | 319,959 | | | — | |
2015 | | | — | | | — | | | 79,000 | | | 319,808 | | | — | |
2014 | | | — | | | — | | | 79,000 | | | 307,133 | | | — | |
2013 | | | — | | | — | | | 28,000 | | | 347,271 | | | — | |
2012 | | | — | | | — | | | 28,000 | | | 336,672 | | | — | |
| | | | | | | | | | | | | | | | |
Michigan Quality Income (NUM) | | | | | | | | | | | | | | | | |
Year Ended 2/28–2/29: | | | | | | | | | | | | | | | | |
2017(b) | | | — | | | — | | | 173,000 | | | 296,701 | | | — | |
2016 | | | — | | | — | | | 159,000 | | | 308,469 | | | — | |
2015 | | | — | | | — | | | 159,000 | | | 307,064 | | | — | |
2014 | | | — | | | — | | | 159,000 | | | 296,340 | | | — | |
2013 | | | 16,313 | | | 31.57 | | | 141,800 | | | 315,704 | | | 3.16 | |
2012 | | | — | | | — | | | 87,900 | | | 309,636 | | | — | |
(a) | The Ending and Average Market Value Per Share for each Series of the Fund's MTP Shares were as follows: |
| | | 2014 | | | 2013 | |
Arizona Premium Income (NAZ) | | | | | | | |
Series 2015 (NAZ PRC) | | | | | | | |
Ending Market Value per Share | | $ | — | | $ | — | |
Average Market Value per Share | | | 10.02 | ∆ | | — | |
Series 2016 (NAZ PRD) | | | | | | | |
Ending Market Value per Share | | | — | | | — | |
Average Market Value per Share | | | 10.11 | ∆ | | — | |
| | | | | | | |
Michigan Quality Income (NUM) | | | | | | | |
Series 2015 (NUM PRC) | | | | | | | |
Ending Market Value per Share | | | — | | | 10.08 | |
Average Market Value per Share | | | 10.02 | ∆∆∆ | | 10.06 | ∆∆ |
(b) | For the six months ended August 31, 2016. |
∆ | For the period April 8, 2013 (effective date of the reorganizations) through December 20, 2013. |
∆∆ | For the period January 7, 2013 (effective date of the reorganizations) through February 28, 2013. |
∆∆∆ | For the period March 1, 2013 through December 20, 2013. |
See accompanying notes to financial statements.
| | | iMTP Shares at the End of Period | | | MTP Shares at the End of Period (a) | | | VMTP Shares at the End of Period | | | VRDP Shares at the End of Period | |
| | | Aggregate Amount Outstanding (000) | | Asset Coverage Per $5,000 Share | | | Aggregate Amount Outstanding (000) | | | Asset Coverage Per $10 Share | | | Aggregate Amount Outstanding (000) | | Asset Coverage Per $100,000 Share | | Aggregate Amount Outstanding (000) | | Asset Coverage Per $100,000 Share | |
Ohio Quality Income (NUO) | | | | | | | | | | | | | | | | |
Year Ended 2/28–2/29: | | | | | | | | | | | | | | | | | | | |
2017(b) | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 148,000 | | $ | 321,313 | |
2016 | | | — | | | — | | | — | | | — | | | — | | | — | | | 148,000 | | | 314,768 | |
2015 | | | — | | | — | | | — | | | — | | | — | | | — | | | 148,000 | | | 312,934 | |
2014 | | | — | | | — | | | — | | | — | | | — | | | — | | | 148,000 | | | 300,451 | |
2013 | | | — | | | — | | | — | | | — | | | 73,500 | | | 335,236 | | | — | | | — | |
2012 | | | — | | | — | | | — | | | — | | | 73,500 | | | 328,176 | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Texas Quality Income (NTX) | | | | | | | | | | | | | | | | | | | |
Year Ended 2/28–2/29: | | | | | | | | | | | | | | | | | | | |
2017(b) | | | 72,000 | | | 16,416 | | | — | | | — | | | — | | | — | | | — | | | — | |
2016 | | | 72,000 | | | 16,012 | | | — | | | — | | | — | | | — | | | — | | | — | |
2015 | | | — | | | — | | | 70,920 | | | 32.23 | | | — | | | — | | | — | | | — | |
2014 | | | — | | | — | | | 70,920 | | | 30.95 | | | — | | | — | | | — | | | — | |
2013 | | | — | | | — | | | 70,920 | | | 32.41 | | | — | | | — | | | — | | | — | |
2012 | | | — | | | — | | | 70,920 | | | 30.90 | | | — | | | — | | | — | | | — | |
(a) | The Ending and Average Market Value Per Share for each Series of the Fund's MTP Shares were as follows: |
| | | 2016 | | | 2015 | | | 2014 | | | 2013 | | | 2012 | |
Ohio Quality Income (NUO) | | | | | | | | | | | | | | | | |
Series 2014 (NUO PRACL) | | | | | | | | | | | | | | | | |
Ending Market Value per Share | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | |
Average Market Value per Share | | | — | | | — | | | 10.01 | Ω | | — | | | — | |
Series 2015 (NUO PRCCL) | | | | | | | | | | | | | | | | |
Ending Market Value per Share | | | — | | | — | | | — | | | — | | | — | |
Average Market Value per Share | | | — | | | — | | | 10.03 | Ω | | — | | | — | |
Series 2016 (NUO PRDCL) | | | | | | | | | | | | | | | | |
Ending Market Value per Share | | | — | | | — | | | — | | | — | | | — | |
Average Market Value per Share | | | — | | | — | | | 10.06 | Ω | | — | | | — | |
| | | | | | | | | �� | | | | | | | |
Texas Quality Income (NTX) | | | | | | | | | | | | | | | | |
Series 2015 (NTX PRCCL) | | | | | | | | | | | | | | | | |
Ending Market Value per Share | | | — | | | 10.02 | | | 10.03 | | | 10.04 | | | 10.05 | |
Average Market Value per Share | | | 10.01 | ΩΩ | | 10.04 | | | 10.04 | | | 10.06 | | | 9.97 | |
(b) | For the six months ended August 31, 2016. |
Ω | For the period April 8, 2013 (effective date of the reorganization) through October 7, 2013. |
ΩΩ | For the period March 1, 2015 through April 20, 2015. |
See accompanying notes to financial statements.
Notes to Financial Statements (Unaudited) |
1. General Information and Significant Accounting Policies
General Information
Fund Information
The state funds covered in this report and their corresponding New York Stock Exchange ("NYSE") symbols are as follows (each a "Fund" and collectively, the "Funds"):
| • | | Nuveen Arizona Premium Income Municipal Fund (NAZ) ("Arizona Premium Income (NAZ)") |
| • | | Nuveen Michigan Quality Income Municipal Fund (NUM) ("Michigan Quality Income (NUM)") |
| • | | Nuveen Ohio Quality Income Municipal Fund (NUO) ("Ohio Quality Income (NUO)") |
| • | | Nuveen Texas Quality Income Municipal Fund (NTX) ("Texas Quality Income (NTX)") |
The Funds are registered under the Investment Company Act of 1940, as amended, as diversified, closed-end management investment companies. Arizona Premium Income (NAZ), Michigan Quality Income (NUM) and Ohio Quality Income (NUO) were organized as Massachusetts business trusts on April 8, 2013, January 7, 2013 and April 8, 2013, respectively (previously organized as Minnesota trusts on January 23, 1991, July 25, 1991 and October 17, 1991, respectively). Texas Quality Income (NTX) was organized as a Massachusetts business trust on July 26, 1991.
The end of the reporting period for the Funds is August 31, 2016, and the period covered by these Notes to Financial Statements is the six months ended August 31, 2016 (the "current fiscal period").
Investment Adviser
The Funds' investment adviser is Nuveen Fund Advisors, LLC (the "Adviser"), a wholly-owned subsidiary of Nuveen Investments, Inc. ("Nuveen"). Nuveen is an operating division of TIAA Global Asset Management. The Adviser has overall responsibility for management of the Funds, oversees the management of the Funds' portfolios, manages the Funds' business affairs and provides certain clerical, bookkeeping and other administrative services, and, if necessary, asset allocation decisions. The Adviser has entered into sub-advisory agreements with Nuveen Asset Management, LLC (the "Sub-Adviser"), a subsidiary of the Adviser, under which the Sub-Adviser manages the investment portfolios of the Funds.
Investment Objectives and Principal Investment Strategies
Each Fund seeks to provide current income exempt from both regular federal and designated state income taxes by investing primarily in a portfolio of municipal obligations issued by state and local government authorities within a single state or certain U.S. territories.
Effective August 5, 2016, Arizona Premium Income (NAZ) changed its investment policy to limit the amount of securities subject to the alternative minimum tax ("AMT") to no more than 20% (30% prior to August 5, 2016) of the Fund's managed assets (as defined in Note 7 – Management Fees and Other Transactions with Affiliates). In addition, effective August 5, 2016, Michigan Quality Income (NUM), Ohio Quality Income (NUO) and Texas Quality Income (NTX) have each added an investment policy to limit the amount of securities subject to AMT to no more than 20% of each Fund's managed assets.
Significant Accounting Policies
Each Fund is an investment company and follows accounting and reporting guidance under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946 "Financial Services – Investment Companies." The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements in accordance with U.S. generally accepted accounting principles ("U.S. GAAP").
Investment Transactions
Investment transactions are recorded on a trade date basis. Realized gains and losses from investment transactions are determined on the specific identification method, which is the same basis used for federal income tax purposes. Investments purchased on a when-issued/delayed delivery basis may have extended settlement periods. Any investments so purchased are subject to market fluctuation during this period. The Funds have earmarked securities in their portfolios with a current value at least equal to the amount of the when-issued/delayed delivery purchase commitments.
As of the end of the reporting period, the following Funds' outstanding when-issued/delayed delivery purchase commitments were as follows:
| | | Arizona | | | Ohio | | | Texas | |
| | | Premium | | | Quality | | | Quality | |
| | | Income | | | Income | | | Income | |
| | | (NAZ | ) | | (NUO | ) | | (NTX | ) |
Outstanding when-issued/delayed delivery purchase commitments | | $ | 3,677,280 | | $ | 7,201,909 | | $ | 1,526,428 | |
Investment Income
Investment income, which reflects the amortization of premiums and accretion of discounts for financial reporting purposes, is recorded on an accrual basis. Investment income also reflects paydown gains and losses, if any.
Professional Fees
Professional fees presented on the Statement of Operations consist of legal fees incurred in the normal course of operations, audit fees, tax consulting fees and, in some cases, workout expenditures. Workout expenditures are incurred in an attempt to protect or enhance an investment or to pursue other claims or legal actions on behalf of Fund shareholders. If a refund is received for workout expenditures paid in a prior reporting period, such amounts will be recognized as "Legal fee refund" on the Statement of Operations.
Dividends and Distributions to Common Shareholders
Dividends from net investment income are declared monthly. Net realized capital gains and/or market discount from investment transactions, if any, are distributed to shareholders at least annually. Furthermore, capital gains are distributed only to the extent they exceed available capital loss carryforwards.
Distributions to common shareholders of net investment income, net realized capital gains and/or market discount, if any, are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.
Indemnifications
Under the Funds' organizational documents, their officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts that provide general indemnifications to other parties. The Funds' maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote.
Netting Agreements
In the ordinary course of business, the Funds may enter into transactions subject to enforceable International Swaps and Derivative Association, Inc. ("ISDA") master agreements or other similar arrangements ("netting agreements"). Generally, the right to offset in netting agreements allows each Fund to offset certain securities and derivatives with a specific counterparty, when applicable, as well as any collateral received or delivered to that counterparty based on the terms of the agreements. Generally, each Fund manages its cash collateral and securities collateral on a counterparty basis.
The Funds' investments subject to netting agreements as of the end of the reporting period, if any, are further described in Note 3 – Portfolio Securities and Investments in Derivatives.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets applicable to common shares from operations during the reporting period. Actual results may differ from those estimates.
2. Investment Valuation and Fair Value Measurements
The fair valuation input levels as described below are for fair value measurement purposes.
Fair value is defined as the price that would be received upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment. A three-tier hierarchy is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity's own assumptions about the assumptions market
Notes to Financial Statements (Unaudited) (continued)
participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The following is a summary of the three-tiered hierarchy of valuation input levels.
| Level 1 – | Inputs are unadjusted and prices are determined using quoted prices in active markets for identical securities. |
| Level 2 – | Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). |
| Level 3 – | Prices are determined using significant unobservable inputs (including management's assumptions in determining the fair value of investments). |
Prices of fixed income securities are provided by an independent pricing service ("pricing service") approved by the Funds' Board of Trustees (the "Board"). The pricing service establishes a security's fair value using methods that may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor's credit characteristics considered relevant. These securities are generally classified as Level 2. In pricing certain securities, particularly less liquid and lower quality securities, the pricing service may consider information about a security, its issuer or market activity, provided by the Adviser. These securities are generally classified as Level 2 or Level 3 depending on the observability of the significant inputs.
Certain securities may not be able to be priced by the pre-established pricing methods as described above. Such securities may be valued by the Board and/or its appointee at fair value. These securities generally include, but are not limited to, restricted securities (securities which may not be publicly sold without registration under the Securities Act of 1933, as amended) for which a pricing service is unable to provide a market price; securities whose trading has been formally suspended; debt securities that have gone into default and for which there is no current market quotation; a security whose market price is not available from a pre-established pricing source; a security with respect to which an event has occurred that is likely to materially affect the value of the security after the market has closed but before the calculation of a Fund's net asset value ("NAV") (as may be the case in non-U.S. markets on which the security is primarily traded) or make it difficult or impossible to obtain a reliable market quotation; and a security whose price, as provided by the pricing service, is not deemed to reflect the security's fair value. As a general principle, the fair value of a security would appear to be the amount that the owner might reasonably expect to receive for it in a current sale. A variety of factors may be considered in determining the fair value of such securities, which may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor's credit characteristics considered relevant. These securities are generally classified as Level 2 or Level 3 depending on the observability of the significant inputs. Regardless of the method employed to value a particular security, all valuations are subject to review by the Board and/or its appointee.
The inputs or methodologies used for valuing securities are not an indication of the risks associated with investing in those securities. The following is a summary of each Fund's fair value measurements as of the end of the reporting period:
Arizona Premium Income (NAZ) | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Long-Term Investments*: | | | | | | | | | | | | | |
Municipal Bonds | | $ | — | | $ | 268,723,732 | | $ | — | | $ | 268,723,732 | |
Michigan Quality Income (NUM) | | | | | | | | | | | | | |
Long-Term Investments*: | | | | | | | | | | | | | |
Municipal Bonds | | $ | — | | $ | 526,229,588 | | $ | — | | $ | 526,229,588 | |
Ohio Quality Income (NUO) | | | | | | | | | | | | | |
Long-Term Investments*: | | | | | | | | | | | | | |
Municipal Bonds | | $ | — | | $ | 477,790,705 | | $ | — | | $ | 477,790,705 | |
Texas Quality Income (NTX) | | | | | | | | | | | | | |
Long-Term Investments*: | | | | | | | | | | | | | |
Municipal Bonds | | $ | — | | $ | 234,319,855 | | $ | — | | $ | 234,319,855 | |
* | Refer to the Fund's Portfolio of Investments for industry classifications. |
The Board is responsible for the valuation process and has appointed the oversight of the daily valuation process to the Adviser's Valuation Committee. The Valuation Committee, pursuant to the valuation policies and procedures adopted by the Board, is responsible for making fair value determinations, evaluating the effectiveness of the Funds' pricing policies and reporting to the Board. The Valuation Committee is aided in its efforts by the Adviser's dedicated Securities Valuation Team, which is responsible for administering the daily valuation process and applying fair value methodologies as approved
by the Valuation Committee. When determining the reliability of independent pricing services for investments owned by the Funds, the Valuation Committee, among other things, conducts due diligence reviews of the pricing services and monitors the quality of security prices received through various testing reports conducted by the Securities Valuation Team.
The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making a fair value determination, based on the facts and circumstances specific to the portfolio instrument. Fair value determinations generally will be derived as follows, using public or private market information:
| (i) | If available, fair value determinations shall be derived by extrapolating from recent transactions or quoted prices for identical or comparable securities. |
| | |
| (ii) | If such information is not available, an analytical valuation methodology may be used based on other available information including, but not limited to: analyst appraisals, research reports, corporate action information, issuer financial statements and shelf registration statements. Such analytical valuation methodologies may include, but are not limited to: multiple of earnings, discount from market value of a similar freely-traded security, discounted cash flow analysis, book value or a multiple thereof, risk premium/yield analysis, yield to maturity and/or fundamental investment analysis. |
The purchase price of a portfolio instrument will be used to fair value the instrument only if no other valuation methodology is available or deemed appropriate, and it is determined that the purchase price fairly reflects the instrument's current value.
For each portfolio security that has been fair valued pursuant to the policies adopted by the Board, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such testing and fair valuation occurrences are reported to the Board.
3. Portfolio Securities and Investments in Derivatives
Portfolio Securities
Inverse Floating Rate Securities
Each Fund is authorized to invest in inverse floating rate securities. An inverse floating rate security is created by depositing a municipal bond (referred to as an "Underlying Bond"), typically with a fixed interest rate, into a special purpose tender option bond ("TOB") trust (referred to as the "TOB Trust") created by or at the direction of one or more Funds. In turn, the TOB Trust issues (a) floating rate certificates (referred to as "Floaters"), in face amounts equal to some fraction of the Underlying Bond's par amount or market value, and (b) an inverse floating rate certificate (referred to as an "Inverse Floater") that represents all remaining or residual interest in the TOB Trust. Floaters typically pay short-term tax-exempt interest rates to third parties who are also provided a right to tender their certificate and receive its par value, which may be paid from the proceeds of a remarketing of the Floaters, by a loan to the TOB Trust from a third party liquidity provider ("Liquidity Provider"), or by the sale of assets from the TOB Trust. The Inverse Floater is issued to a long term investor, such as one or more of the Funds. The income received by the Inverse Floater holder varies inversely with the short-term rate paid to holders of the Floaters, and in most circumstances the Inverse Floater holder bears substantially all of the Underlying Bond's downside investment risk and also benefits disproportionately from any potential appreciation of the Underlying Bond's value. The value of an Inverse Floater will be more volatile than that of the Underlying Bond because the interest rate is dependent on not only the fixed coupon rate of the Underlying Bond but also on the short-term interest paid on the Floaters, and because the Inverse Floater essentially bears the risk of loss (and possible gain) of the greater face value of the Underlying Bond.
The Inverse Floater held by a Fund gives the Fund the right to (a) cause the holders of the Floaters to tender their certificates at par (or slightly more than par in certain circumstances), and (b) have the trustee of the TOB Trust (the "Trustee") transfer the Underlying Bond held by the TOB Trust to the Fund, thereby collapsing the TOB Trust.
The Fund may acquire an Inverse Floater in a transaction where it (a) transfers an Underlying Bond that it owns to a TOB Trust created by a third party or (b) transfers an Underlying Bond that it owns, or that it has purchased in a secondary market transaction for the purpose of creating an Inverse Floater, to a TOB Trust created at its direction, and in return receives the Inverse Floater of the TOB Trust (referred to as a "self-deposited Inverse Floater"). A Fund may also purchase an Inverse Floater in a secondary market transaction from a third party creator of the TOB Trust without first owning the Underlying Bond (referred to as an "externally-deposited Inverse Floater").
An investment in a self-deposited Inverse Floater is accounted for as a "financing" transaction (i.e., a secured borrowing). For a self-deposited Inverse Floater, the Underlying Bond deposited into the TOB Trust is identified in the Fund's Portfolio of Investments as "(UB) – Underlying bond of an inverse floating rate trust reflected as a financing transaction," with the Fund recognizing as liabilities, labeled "Floating rate obligations" on the Statement of Assets and Liabilities, (a) the liquidation value of Floaters issued by the TOB Trust, and (b) the amount of any borrowings by the TOB Trust from a Liquidity Provider to enable the TOB Trust to purchase outstanding Floaters in lieu of a remarketing. In addition, the Fund recognizes in "Investment Income" the entire earnings of the Underlying Bond, and recognizes (a) the interest paid to the holders of the Floaters or on the TOB Trust's
Notes to Financial Statements (Unaudited) (continued)
borrowings, and (b) other expenses related to remarketing, administration, trustee, liquidity and other services to a TOB Trust, as a component of "Interest expense and amortization of offering costs" on the Statement of Operations.
In contrast, an investment in an externally-deposited Inverse Floater is accounted for as a purchase of the Inverse Floater and is identified in the Fund's Portfolio of Investments as "(IF) – Inverse floating rate investment." For an externally-deposited Inverse Floater, a Fund's Statement of Assets and Liabilities recognizes the Inverse Floater and not the Underlying Bond as an asset, and the Fund does not recognize the Floaters, or any related borrowings from a Liquidity Provider, as a liability. Additionally, the Fund reflects in "Investment Income" only the net amount of earnings on the Inverse Floater (net of the interest paid to the holders of the Floaters or the Liquidity Provider as lender, and the expenses of the Trust), and does not show the amount of that interest paid or the expenses of the TOB Trust as described above as interest expense on the Statement of Operations.
Fees paid upon the creation of a TOB Trust for self-deposited Inverse Floaters and externally-deposited Inverse Floaters are recognized as part of the cost basis of the Inverse Floater and are capitalized over the term of the TOB Trust.
As of the end of the reporting period, the aggregate value of Floaters issued by each Fund's TOB Trust for self-deposited Inverse Floaters and externally-deposited Inverse Floaters was as follows:
| | | Arizona | | | Michigan | | | Ohio | | | Texas | |
| | | Premium | | | Quality | | | Quality | | | Quality | |
| | | Income | | | Income | | | Income | | | Income | |
Floating Rate Obligations Outstanding | | | (NAZ | ) | | (NUM | ) | | (NUO | ) | | (NTX | ) |
Floating rate obligations: self-deposited Inverse Floaters | | $ | 2,755,000 | | $ | 18,890,000 | | $ | 8,000,000 | | $ | — | |
Floating rate obligations: externally-deposited Inverse Floaters | | | 14,215,000 | | | 8,430,000 | | | 23,155,000 | | | — | |
Total | | $ | 16,970,000 | | $ | 27,320,000 | | $ | 31,155,000 | | $ | — | |
During the current fiscal period, the average amount of Floaters (including any borrowings from a Liquidity Provider) outstanding, and the average annual interest rate and fees related to self-deposited Inverse Floaters, were as follows:
| | | Arizona | | | Michigan | | | Ohio | | | Texas | |
| | | Premium | | | Quality | | | Quality | | | Quality | |
| | | Income | | | Income | | | Income | | | Income | |
Self-Deposited Inverse Floaters | | | (NAZ | ) | | (NUM | ) | | (NUO | ) | | (NTX | ) |
Average floating rate obligations outstanding | | $ | 2,755,000 | | $ | 18,890,000 | | $ | 304,348 | | $ | — | |
Average annual interest rate and fees | | | 0.94 | % | | 0.98 | % | | 0.56 | % | | — | % |
TOB Trusts are supported by a liquidity facility provided by a Liquidity Provider pursuant to which the Liquidity Provider agrees, in the event that Floaters are (a) tendered to the Trustee for remarketing and the remarketing does not occur, or (b) subject to mandatory tender pursuant to the terms of the TOB Trust agreement, to either purchase Floaters or to provide the Trustee with an advance from a loan facility to fund the purchase of Floaters by the TOB Trust. In certain circumstances, the Liquidity Provider may otherwise elect to have the Trustee sell the Underlying Bond to retire the Floaters that were tendered and not remarketed prior to providing such a loan. In these circumstances, the Liquidity Provider remains obligated to provide a loan to the extent that the proceeds of the sale of the Underlying Bond is not sufficient to pay the purchase price of the Floaters.
The size of the commitment under the loan facility for a given TOB Trust is at least equal to the balance of that TOB Trust's outstanding Floaters plus any accrued interest. In consideration of the loan facility, fee schedules are in place and are charged by the Liquidity Provider(s). Any loans made by the Liquidity Provider will be secured by the purchased Floaters held by the TOB Trust. Interest paid on any outstanding loan balances will be effectively borne by the Fund that owns the Inverse Floaters of the TOB Trust that has incurred the borrowing and may be at a rate that is greater than the rate that would have been paid had the Floaters been successfully remarketed.
As described above, any amounts outstanding under a liquidity facility are recognized as a component of "Floating rate obligations" on the Statement of Assets and Liabilities by the Fund holding the corresponding Inverse Floaters issued by the borrowing TOB Trust. As of the end of the reporting period, there were no loans outstanding under any such facility.
Each Fund may also enter into shortfall and forbearance agreements (sometimes referred to as a "recourse arrangement" or "credit recovery swap") (TOB Trusts involving such agreements are referred to herein as "Recourse Trusts"), under which a Fund agrees to reimburse the Liquidity Provider for the Trust's Floaters, in certain circumstances, for the amount (if any) by which the liquidation value of the Underlying Bond held by the TOB Trust may fall short of the sum of the liquidation value of the Floaters issued by the TOB Trust plus any amounts borrowed by the TOB Trust from the Liquidity Provider, plus any shortfalls in interest cash flows. Under these agreements, a Fund's potential exposure to losses related to or on an Inverse Floater
may increase beyond the value of the Inverse Floater as a Fund may potentially be liable to fulfill all amounts owed to holders of the Floaters or the Liquidity Provider. Any such shortfall amount in the aggregate is recognized as "Unrealized depreciation on Recourse Trusts" on the Statement of Assets and Liabilities.
As of the end of the reporting period, each Fund's maximum exposure to the Floaters issued by Recourse Trusts for self-deposited Inverse Floaters and externally-deposited Inverse Floaters was as follows:
| | | Arizona | | | Michigan | | | Ohio | | | Texas | |
| | | Premium | | | Quality | | | Quality | | | Quality | |
| | | Income | | | Income | | | Income | | | Income | |
Floating Rate Obligations – Recourse Trusts | | | (NAZ | ) | | (NUM | ) | | (NUO | ) | | (NTX | ) |
Maximum exposure to Recourse Trusts: self-deposited Inverse Floaters | | $ | 2,755,000 | | $ | 12,265,000 | | $ | — | | $ | — | |
Maximum exposure to Recourse Trusts: externally-deposited Inverse Floaters | | | 7,500,000 | | | 8,430,000 | | | 4,480,000 | | | — | |
Total | | $ | 10,255,000 | | $ | 20,695,000 | | $ | 4,480,000 | | $ | — | |
Zero Coupon Securities
A zero coupon security does not pay a regular interest coupon to its holders during the life of the security. Income to the holder of the security comes from accretion of the difference between the original purchase price of the security at issuance and the par value of the security at maturity and is effectively paid at maturity. The market prices of zero coupon securities generally are more volatile than the market prices of securities that pay interest periodically.
Investments in Derivatives
In addition to the inverse floating rate securities in which each Fund may invest, which are considered portfolio securities for financial reporting purposes, each Fund is authorized to invest in certain other derivative instruments, such as futures, options and swap contracts. Each Fund limits its investments in futures, options on futures and swap contracts to the extent necessary for the Adviser to claim the exclusion from registration by the Commodity Futures Trading Commission as a commodity pool operator with respect to the Fund. The Funds record derivative instruments at fair value, with changes in fair value recognized on the Statement of Operations, when applicable. Even though the Funds' investments in derivatives may represent economic hedges, they are not considered to be hedge transactions for financial reporting purposes.
Although the Funds are authorized to invest in derivative instruments and may do so in the future, they did not make any such investments during the current fiscal period.
Market and Counterparty Credit Risk
In the normal course of business each Fund may invest in financial instruments and enter into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the other party to the transaction to perform (counterparty credit risk). The potential loss could exceed the value of the financial assets recorded on the financial statements. Financial assets, which potentially expose each Fund to counterparty credit risk, consist principally of cash due from counterparties on forward, option and swap transactions, when applicable. The extent of each Fund's exposure to counterparty credit risk in respect to these financial assets approximates their carrying value as recorded on the Statement of Assets and Liabilities.
Each Fund helps manage counterparty credit risk by entering into agreements only with counterparties the Adviser believes have the financial resources to honor their obligations and by having the Adviser monitor the financial stability of the counterparties. Additionally, counterparties may be required to pledge collateral daily (based on the daily valuation of the financial asset) on behalf of each Fund with a value approximately equal to the amount of any unrealized gain above a pre-determined threshold. Reciprocally, when each Fund has an unrealized loss, the Funds have instructed the custodian to pledge assets of the Funds as collateral with a value approximately equal to the amount of the unrealized loss above a pre-determined threshold. Collateral pledges are monitored and subsequently adjusted if and when the valuations fluctuate, either up or down, by at least the pre-determined threshold amount.
Notes to Financial Statements (Unaudited) (continued)
4. Fund Shares
Common Shares
Common Shares Equity Shelf Program
During the current reporting period, Arizona Premium Income (NAZ) filed an initial registration statement with the Securities and Exchange Commission to issue additional common shares through an equity shelf program, which is not yet effective. Under this program the Fund, subject to market conditions, may raise additional capital from time to time in varying amounts and offering methods at a net price at or above the Fund's NAV per common share.
Common Share Transactions
Transactions in common shares for the Funds during the Funds' current and prior fiscal period, where applicable, were as follows:
| | | Arizona Premium Income (NAZ) | | | Michigan Quality Income (NUM) |
| | | |
| | | Six Months Ended 8/31/16 | | | Year Ended 2/29/16 | | | Six Months Ended 8/31/16 | | | Year Ended 2/29/16 | |
| | | | | | | | | |
| | | | | | | | | |
Common shares: | | | | | | | | | | | | | |
Issued to shareholders due to reinvestment of distributions | | | 7,143 | | | 9,077 | | | — | | | — | |
Repurchased and retired | | | — | | | — | | | — | | | (22,500 | ) |
Weighted average common share: | | | | | | | | | | | | | |
Price per share repurchased and retired | | $ | — | | $ | — | | $ | — | | $ | 13.22 | |
Discount per share repurchased and retired | | | — | | | — | | | — | | | 14.99 | % |
Preferred Shares
Institutional MuniFund Term Preferred Shares
The following Fund has issued and has outstanding Institutional MuniFund Term Preferred ("iMTP") Shares, with a $5,000 liquidation preference per share. iMTP Shares are issued via private placement and are not publicly available.
As of the end of the reporting period, details of iMTP Shares outstanding were as follows:
| | | | | | Shares | | | Liquidation | |
Fund | | | Series | | | Outstanding | | | Preference | |
Texas Quality Income (NTX) | | | 2018 | | | 14,400 | | $ | 72,000,000 | |
The Fund is obligated to redeem its iMTP Shares by the date as specified in its offering document ("Term Redemption Date"), unless earlier redeemed by the Fund. iMTP Shares are subject to optional and mandatory redemption in certain circumstances. The iMTP Shares are not subject to redemption at the option of the Fund for approximately one year following the date of issuance, at which point the Fund may redeem at its option ("Optional Redemption Date") and any date thereafter. The Fund may be obligated to redeem a certain amount of iMTP Shares if the Fund fails to maintain certain asset coverage and leverage ratio requirements and such failures are not cured by the applicable cure date. The redemption price per share is equal to the sum of the liquidation preference per share plus any accumulated but unpaid dividends. The Term Redemption Date and Optional Redemption Date for the Fund's iMTP Shares are as follows:
| | | | | | Term | | | Optional | |
Fund | | | Series | | Redemption Date | | Redemption Date | |
Texas Quality Income (NTX) | | | 2018 | | November 1, 2018 | | | May 1, 2016 | |
The average liquidation preference of iMTP Shares outstanding and annualized dividend rate for the Fund during the current fiscal period, were as follows:
| | | Texas | |
| | | Quality | |
| | | Income | |
| | | (NTX | ) |
Average liquidation preference of iMTP Shares outstanding | | $ | 72,000,000 | |
Annualized dividend rate | | | 1.27 | % |
iMTP Shares are subject to restrictions on transfer and may only be sold or transferred to "qualified institutional buyers." iMTP Shares are short-term or short/intermediate-term instruments that pay a variable dividend rate tied to a short-term index, plus an additional fixed "spread" amount established at the time of issuance. The fair value of iMTP Shares is expected to be approximately their liquidation preference so long as the fixed "spread" on the iMTP Shares remains roughly in line with the "spread" being demanded by investors on instruments having similar terms in the current market environment. In present market conditions, the Fund's Adviser has determined that the fair value of iMTP Shares is approximately their liquidation preference, but their fair value could vary if market conditions change materially. For financial reporting purposes, the liquidation preference of iMTP Shares is recorded as a liability and recognized as "Institutional MuniFund Term Preferred ("iMTP") Shares, at liquidation preference" on the Statement of Assets and Liabilities.
Dividends on the iMTP Shares (which are treated as interest payments for financial reporting purposes) are set weekly. Unpaid dividends on iMTP Shares are recognized as a component of "Interest payable" on the Statement of Assets and Liabilities, when applicable. Dividends accrued on iMTP Shares are recognized as a component of "Interest expense and amortization of offering costs" on the Statement of Operations.
Costs incurred by the Fund in connection with its offering of iMTP Shares were recorded as a deferred charge, which are amortized over the life of the shares and recognized as components of "Deferred offering costs" on the Statement of Assets and Liabilities and "Interest expense and amortization of offering costs" on the Statement of Operations.
Variable Rate MuniFund Term Preferred Shares
The following Funds have issued and have outstanding Variable Rate MuniFund Term Preferred ("VMTP") Shares, with a $100,000 liquidation preference per share. VMTP Shares are issued via private placement and are not publicly available.
As of the end of the reporting period, VMTP Shares outstanding, at liquidation preference, for each Fund were as follows:
| | | | | | Shares | | | Liquidation | |
Fund | | | Series | | | Outstanding | | | Preference | |
Arizona Premium Income (NAZ) | | | 2019 | | | 883 | | $ | 88,300,000 | |
Michigan Quality Income (NUM) | | | 2019 | | | 1,730 | | $ | 173,000,000 | |
During the current reporting period, Arizona Premium Income (NAZ) and Michigan Quality Income (NUM) refinanced all of their outstanding Series 2016 VMTP Shares with the issuance of new Series 2019 VMTP Shares. In conjunction with this refinancing Arizona Premium Income (NAZ) and Michigan Quality Income (NUM) issued an additional $9,300,000 and $14,000,000 Series 2019 VMTP Shares at liquidation preference, respectively, to be invested in accordance with each Fund's investment policies.
Each Fund is obligated to redeem its VMTP Shares by the date as specified in its offering document ("Term Redemption Date"), unless earlier redeemed by the Fund. VMTP Shares are subject to optional and mandatory redemption in certain circumstances. The VMTP Shares may be redeemed at the option of each Fund, subject to payment of premium for approximately one year following the date of issuance ("Premium Expiration Date"), and at the redemption price per share thereafter. The redemption price per share is equal to the sum of the liquidation preference per share plus any accumulated but unpaid dividends. Each Fund may be obligated to redeem a certain amount of the VMTP Shares if the Fund fails to maintain certain asset coverage and leverage ratio requirements and such failures are not cured by the applicable cure date. The Term Redemption Date and Premium Expiration Date for each Fund's series of VMTP Shares are as follows:
| | | | | | Term | | | Premium | |
Fund | | | Series | | Redemption Date | | Expiration Date | |
Arizona Premium Income (NAZ) | | | 2019 | | | June 1, 2019 | | | May 31, 2017 | |
Michigan Quality Income (NUM) | | | 2019 | | | June 1, 2019 | | | May 31, 2017 | |
Notes to Financial Statements (Unaudited) (continued)
The average liquidation preference of VMTP Shares outstanding and annualized dividend rate for each Fund during the current fiscal period were as follows:
| | | Arizona | | | Michigan | |
| | | Premium | | | Quality | |
| | | Income | | | Income | |
| | | (NAZ | ) | | (NUM | ) |
Average liquidation preference of VMTP Shares outstanding | | $ | 83,650,000 | | $ | 166,000,000 | |
Annualized dividend rate | | | 1.31 | % | | 1.31 | % |
VMTP Shares are subject to restrictions on transfer, generally do not trade, and market quotations are generally not available. VMTP Shares are short-term or short/intermediate-term instruments that pay a variable dividend rate tied to a short-term index, plus an additional fixed "spread" amount established at the time of issuance. The fair value of VMTP Shares is expected to be approximately their liquidation preference so long as the fixed "spread" on the VMTP Shares remains roughly in line with the "spread" being demanded by investors on instruments having similar terms in the current market environment. In present market conditions, the Funds' Adviser has determined that the fair value of VMTP Shares is approximately their liquidation preference, but their fair value could vary if market conditions change materially. For financial reporting purposes, the liquidation preference of VMTP Shares is a liability and is recognized as "Variable Rate MuniFund Term Preferred ("VMTP") Shares, at liquidation preference" on the Statement of Assets and Liabilities.
Dividends on the VMTP Shares (which are treated as interest payments for financial reporting purposes) are set weekly. Unpaid dividends on VMTP Shares are recognized as a component of "Interest payable" on the Statement of Assets and Liabilities. Dividends accrued on VMTP Shares are recognized as a component of "Interest expense and amortization of offering costs" on the Statement of Operations.
The Funds incurred offering costs of $200,000 in connection with its issuance of Series 2019 VMTP Shares, which was recorded as a deferred charge and is being amortized over the life of the shares. These offering costs are recognized as components of "Deferred offering costs" on the Statement of Assets and Liabilities and "Interest expense and amortization of offering costs" on the Statement of Operations.
Variable Rate Demand Preferred Shares
The following Fund has issued and has outstanding Variable Rate Demand Preferred ("VRDP") Shares, with a $100,000 liquidation preference per share. VRDP Shares are issued via private placement and are not publicly available.
As of the end of the reporting period, details of the Fund's VRDP Shares outstanding were as follows:
| | | | | | Shares | | | Liquidation | | | | |
Fund | | | Series | | | Outstanding | | | Preference | | | Maturity | |
Ohio Quality Income (NUO) | | | 1 | | | 1,480 | | $ | 148,000,000 | | September 1, 2043 | |
VRDP Shares include a liquidity feature that allows VRDP shareholders to have their shares purchased by a liquidity provider with whom the Fund has contracted in the event that the VRDP Shares are not able to be successfully remarketed. The Fund is required to redeem any VRDP Shares that are still owned by the liquidity provider after six months of continuous, unsuccessful remarketing. The Fund pays an annual remarketing fee of 0.10% on the aggregate principal amount of all VRDP Shares outstanding. The Fund's VRDP Shares have successfully remarketed since issuance.
Dividends on the VRDP Shares (which are treated as interest payments for financial reporting purposes) are set weekly at a rate established by a remarketing agent; therefore, the market value of the VRDP Shares is expected to approximate its liquidation preference. In the event that VRDP Shares are unable to be successfully remarketed, the dividend rate will be the maximum rate which is designed to escalate according to a specified schedule in order to enhance the remarketing agent's ability to successfully remarket the VRDP Shares.
Subject to certain conditions, VRDP Shares may be redeemed, in whole or in part, at any time at the option of the Fund. The Fund may also redeem certain of the VRDP Shares if the Fund fails to maintain certain asset coverage requirements and such failures are not cured by the applicable cure date. The redemption price per share is equal to the sum of the liquidation preference per share plus any accumulated but unpaid dividends.
The average liquidation preference of VRDP Shares outstanding and annualized dividend rate for the Fund during the current fiscal period were as follows:
| | | Ohio | |
| | | Quality | |
| | | Income | |
| | | (NUO | ) |
Average liquidation preference of VRDP Shares outstanding | | $ | 148,000,000 | |
Annualized dividend rate | | | 0.48 | % |
For financial reporting purposes, the liquidation preference of VRDP Shares is a liability and is recognized as "Variable Rate Demand Preferred ("VRDP") Shares, at liquidation preference" on the Statement of Assets and Liabilities. Unpaid dividends on VRDP Shares are recognized as a component of "Interest payable" on the Statement of Assets and Liabilities, when applicable. Dividends accrued on VRDP Shares are recognized as a component of "Interest expense and amortization of offering costs" on the Statement of Operations. Costs incurred by the Fund in connection with its offerings of VRDP Shares were recorded as a deferred charge, which are amortized over the life of the shares and are recognized as a component of "Deferred offering costs" on the Statement of Assets and Liabilities and "Interest expense and amortization of offerings costs" on the Statement of Operations. In addition to interest expense, the Fund also pays a per annum liquidity fee to the liquidity provider, as well as a remarketing fee, which are recognized as "Liquidity fees" and "Remarketing fees," respectively, on the Statement of Operations.
Preferred Share Transactions
Transactions in preferred shares for the Funds during the Funds' current and prior fiscal period, where applicable, are noted in the following tables.
Transactions in iMTP Shares for the Funds, where applicable, were as follows:
| | | Year Ended February 29, 2016 |
| | |
Texas Quality Income (NTX) | | | Series | | | Shares | | | Amount | |
iMTP Shares issued | | | 2018 | | | 14,400 | | $ | 72,000,000 | |
Transactions in MTP Shares for the Funds, where applicable, were as follows:
| | | Year Ended February 29, 2016 |
| | |
| | | | | | NYSE | | | | | | | |
Texas Quality Income (NTX) | | | Series | | | Ticker | | | Shares | | | Amount | |
MTP Shares redeemed | | | 2015 | | | NTX PRCCL | | | (7,092,000 | ) | $ | (70,920,000 | ) |
| | | Six Months Ended August 31, 2016 |
| | |
Arizona Premium Income (NAZ) | | | Series | | | Shares | | | Amount | |
VMTP Shares issued | | | 2019 | | | 883 | | $ | 88,300,000 | |
VMTP Shares exchanged | | | 2016 | | | (790 | ) | | (79,000,000 | ) |
Net increase (decrease) | | | | | | 93 | | $ | 9,300,000 | |
| | | | | | | | | | |
Michigan Quality Income (NUM) | | | | | | | | | | |
VMTP Shares issued | | | 2019 | | | 1,730 | | $ | 173,000,000 | |
VMTP Shares exchanged | | | 2016 | | | (1,590 | ) | | (159,000,000 | ) |
Net increase (decrease) | | | | | | 140 | | $ | 14,000,000 | |
5. Investment Transactions
Long-term purchases and sales (including maturities) during the current fiscal period were as follows:
| | | Arizona | | | Michigan | | | Ohio | | | Texas | |
| | | Premium | | | Quality | | | Quality | | | Quality | |
| | | Income | | | Income | | | Income | | | Income | |
| | | (NAZ | ) | | (NUM | ) | | (NUO | ) | | (NTX | ) |
Purchases | | $ | 24,738,205 | | $ | 45,606,582 | | $ | 25,515,242 | | $ | 4,794,448 | |
Sales and maturities | | | 14,191,366 | | | 32,033,453 | | | 15,429,445 | | | 2,636,500 | |
Notes to Financial Statements (Unaudited) (continued)
6. Income Tax Information
Each Fund is a separate taxpayer for federal income tax purposes. Each Fund intends to distribute substantially all of its net investment income and net capital gains to shareholders and to otherwise comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. Therefore, no federal income tax provision is required. Furthermore, each Fund intends to satisfy conditions that will enable interest from municipal securities, which is exempt from regular federal and designated state income taxes, to retain such tax-exempt status when distributed to shareholders of the Funds. Net realized capital gains and ordinary income distributions paid by the Funds are subject to federal taxation.
For all open tax years and all major taxing jurisdictions, management of the Funds has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Open tax years are those that are open for examination by taxing authorities (i.e., generally the last four tax year ends and the interim tax period since then). Furthermore, management of the Funds is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
The following information is presented on an income tax basis. Differences between amounts for financial statement and federal income tax purposes are primarily due to timing differences in recognizing taxable market discount, timing differences in recognizing certain gains and losses on investment transactions and the treatment of investments in inverse floating rate securities reflected as financing transactions, if any. To the extent that differences arise that are permanent in nature, such amounts are reclassified within the capital accounts as detailed below. Temporary differences do not require reclassification. Temporary and permanent differences do not impact the NAVs of the Funds.
As of August 31, 2016, the cost and unrealized appreciation (depreciation) of investments, as determined on a federal income tax basis, were as follows:
| | | Arizona | | | Michigan | | | Ohio | | | Texas | |
| | | Premium | | | Quality | | | Quality | | | Quality | |
| | | Income | | | Income | | | Income | | | Income | |
| | | (NAZ | ) | | (NUM | ) | | (NUO | ) | | (NTX | ) |
Cost of investments | | $ | 240,857,563 | | $ | 462,768,558 | | $ | 420,640,455 | | $ | 211,147,285 | |
Gross unrealized: | | | | | | | | | | | | | |
Appreciation | | $ | 27,675,342 | | $ | 45,220,002 | | $ | 51,437,423 | | $ | 26,549,134 | |
Depreciation | | | (2,564,178 | ) | | (647,724 | ) | | (2,287,173 | ) | | (3,376,564 | ) |
Net unrealized appreciation (depreciation) of investments | | $ | 25,111,164 | | $ | 44,572,278 | | $ | 49,150,250 | | $ | 23,172,570 | |
Permanent differences, primarily due to expiration of capital loss carryforwards, treatment of notional principal contracts, nondeductible reorganization expenses, federal taxes paid, taxable market discount and nondeductible offering costs, resulted in reclassifications among the Funds' components of common share net assets as of February 29, 2016, the Funds' last tax year end, as follows:
| | | Arizona | | | Michigan | | | Ohio | | | Texas | |
| | | Premium | | | Quality | | | Quality | | | Quality | |
| | | Income | | | Income | | | Income | | | Income | |
| | | (NAZ | ) | | (NUM | ) | | (NUO | ) | | (NTX | ) |
Paid-in surplus | | $ | (632,286 | ) | $ | (129,623 | ) | $ | (65,213 | ) | $ | (365,479 | ) |
Undistributed (Over-distribution of) net investment income | | | 15,235 | | | (30,247 | ) | | (87,556 | ) | | 307,220 | |
Accumulated net realized gain (loss) | | | 617,051 | | | 159,870 | | | 152,769 | | | 58,259 | |
The tax components of undistributed net tax-exempt income, net ordinary income and net long-term capital gains as of February 29, 2016, the Funds' last tax year end, were as follows:
| | | Arizona | | | Michigan | | | Ohio | | | Texas | |
| | | Premium | | | Quality | | | Quality | | | Quality | |
| | | Income | | | Income | | | Income | | | Income | |
| | | (NAZ | ) | | (NUM | ) | | (NUO | ) | | (NTX | ) |
Undistributed net tax-exempt income 1 | | $ | 1,144,852 | | $ | 1,180,362 | | $ | 308,123 | | $ | 650,529 | |
Undistributed net ordinary income 2 | | | 50,129 | | | 12,786 | | | 4,771 | | | — | |
Undistributed net long-term capital gains | | | — | | | 135,404 | | | — | | | — | |
1 | Undistributed net tax-exempt income (on a tax basis) has not been reduced for the dividend declared on February 1, 2016, paid on March 1, 2016. |
2 | Net ordinary income consists of taxable market discount income and net short-term capital gains, if any. |
The tax character of distributions paid during the Funds' last tax year ended February 29, 2016, was designated for purposes of the dividends paid deduction as follows:
| | | Arizona | | | Michigan | | | Ohio | | | Texas | |
| | | Premium | | | Quality | | | Quality | | | Quality | |
| | | Income | | | Income | | | Income | | | Income | |
| | | (NAZ | ) | | (NUM | ) | | (NUO | ) | | (NTX | ) |
Distributions from net tax-exempt income | | $ | 10,066,290 | | $ | 17,887,009 | | $ | 15,534,992 | | $ | 7,515,079 | |
Distributions from net ordinary income2 | | | — | | | 72,899 | | | 74,088 | | | 324 | |
Distributions from net long-term capital gains | | | — | | | 97,893 | | | — | | | — | |
2 | Net ordinary income consists of taxable market discount income and net short-term capital gains, if any. |
As of February 29, 2016, the Funds' last tax year end, the Funds had unused capital loss carryforwards available for federal income tax purposes to be applied against future capital gains, if any. If not applied, the carryforwards will expire as shown in the following table. The losses not subject to expiration will be utilized first by a Fund.
| | | Arizona | | | Michigan | | | Ohio | | | Texas | |
| | | Premium | | | Quality | | | Quality | | | Quality | |
| | | Income | | | Income | | | Income | | | Income | |
| | | (NAZ | ) | | (NUM | )3 | | (NUO | )3 | | (NTX | ) |
Expiration: | | | | | | | | | | | | | |
February 28, 2017 | | $ | 828,959 | | $ | 84,900 | | $ | — | | $ | — | |
February 28, 2018 | | | 43,720 | | | — | | | 381,898 | | | — | |
February 28, 2019 | | | — | | | — | | | 1,468,286 | | | — | |
Not subject to expiration | | | 2,923,709 | | | — | | | — | | | 717,282 | |
Total | | $ | 3,796,388 | | $ | 84,900 | | $ | 1,850,184 | | $ | 717,282 | |
3 | A portion of Michigan Quality Income's (NUM) and Ohio Quality Income's (NUO) capital loss carryforward is subject to an annual limitation under the Internal Revenue Code and related regulations. |
During the Funds' last tax year ended February 29, 2016, the Funds utilized capital loss carryforwards as follows:
| | | Arizona | | | Michigan | | | Ohio | | | Texas | |
| | | Premium | | | Quality | | | Quality | | | Quality | |
| | | Income | | | Income | | | Income | | | Income | |
| | | (NAZ | ) | | (NUM | ) | | (NUO | ) | | (NTX | ) |
Utilized capital loss carryforwards | | $ | 404,885 | | $ | 1,022,576 | | $ | 649,138 | | $ | 432,321 | |
As of February 29, 2016, the Funds' last tax year end, $615,885 of Arizona Premium Income's (NAZ) capital loss carryforward expired.
7. Management Fees and Other Transactions with Affiliates
Management Fees
Each Fund's management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. The Sub-Adviser is compensated for its services to the Funds from the management fees paid to the Adviser.
Each Fund's management fee consists of two components – a fund-level fee, based only on the amount of assets within each individual Fund, and a complex-level fee, based on the aggregate amount of all eligible fund assets managed by the Adviser. This pricing structure enables Fund shareholders to benefit from growth in the assets within their respective Fund as well as from growth in the amount of complex-wide assets managed by the Adviser.
For the period March 1, 2016 through July 31, 2016, the annual Fund-level fee, payable monthly, for each Fund was calculated according to the following schedule:
Average Daily Managed Assets* | | | Fund-Level Fee |
For the first $125 million | | | 0.4500 | % |
For the next $125 million | | | 0.4375 | |
For the next $250 million | | | 0.4250 | |
For the next $500 million | | | 0.4125 | |
For the next $1 billion | | | 0.4000 | |
For the next $3 billion | | | 0.3875 | |
For managed assets over $5 billion | | | 0.3750 | |
Notes to Financial Statements (Unaudited) (continued)
Effective August 1, 2016, the annual Fund-level fee, payable monthly, for each Fund is calculated according to the following schedule:
Average Daily Managed Assets* | | | Fund-Level Fee |
For the first $125 million | | | 0.4500 | % |
For the next $125 million | | | 0.4375 | |
For the next $250 million | | | 0.4250 | |
For the next $500 million | | | 0.4125 | |
For the next $1 billion | | | 0.4000 | |
For the next $3 billion | | | 0.3750 | |
For managed assets over $5 billion | | | 0.3625 | |
The annual complex-level fee, payable monthly, for each Fund is calculated by multiplying the current complex-wide fee rated, determined according to the following schedule by the Fund's daily managed assets:
Complex-Level Managed Asset Breakpoint Level* | | | Effective Rate at Breakpoint Level |
$55 billion | | | 0.2000 | % |
$56 billion | | | 0.1996 | |
$57 billion | | | 0.1989 | |
$60 billion | | | 0.1961 | |
$63 billion | | | 0.1931 | |
$66 billion | | | 0.1900 | |
$71 billion | | | 0.1851 | |
$76 billion | | | 0.1806 | |
$80 billion | | | 0.1773 | |
$91 billion | | | 0.1691 | |
$125 billion | | | 0.1599 | |
$200 billion | | | 0.1505 | |
$250 billion | | | 0.1469 | |
$300 billion | | | 0.1445 | |
* | For the complex-level fees, managed assets include closed-end fund assets managed by the Adviser that are attributable to certain types of leverage. For these purposes, leverage includes the funds' use of preferred stock and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trust's issuance of floating rate securities, subject to an agreement by the Adviser as to certain funds to limit the amount of such assets for determining managed assets in certain circumstances. The complex-level fee is calculated based upon the aggregate daily managed assets of all Nuveen funds that constitute "eligible assets." Eligible assets do not include assets attributable to investments in other Nuveen funds and assets in excess of a determined amount (originally $2 billion) added to the Nuveen fund complex in connection with the Adviser's assumption of the management of the former First American Funds effective January 1, 2011. As of August 31, 2016, the complex-level fee rate for the Funds was 0.1607%. |
Other Transactions with Affiliates
The Funds pay no compensation directly to those of its trustees who are affiliated with the Adviser or to its officers, all of whom receive remuneration for their services to the Funds from the Adviser or its affiliates. The 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.
Each Fund is permitted to purchase or sell securities from or to certain other funds managed by the Adviser ("inter-fund trade") under specified conditions outlined in procedures adopted by the Board. These procedures have been designed to ensure that any inter-fund trade of securities by the Fund from or to another fund that is, or could be, considered an affiliate of the Fund under certain limited circumstances by virtue of having a common investment adviser (or affiliated investment adviser), common officer and/or common trustee complies with Rule 17a-7 of the 1940 Act. Further, as defined under these procedures, each inter-fund trade is effected at the current market price as provided by an independent pricing service. Unsettled inter-fund trades as of the end of the reporting period are recognized as a component of "Receivable for investments sold" and/or "Payable for investments purchased" on the Statement of Assets and Liabilities, when applicable.
During the current fiscal period, the following Fund engaged in inter-fund trades pursuant to these procedures as follows:
| | | Arizona | |
| | | Premium | |
| | | Income | |
| | | (NAZ | ) |
Purchases | | $ | 345,030 | |
Sales | | | — | |
8. Borrowing Arrangements
Uncommitted Line of Credit
During the current fiscal period, the Funds participated in an unsecured bank line of credit ("Unsecured Credit Line") under which outstanding balances would bear interest at a variable rate. Although the Funds participated in the Unsecured Credit Line, they did not have any outstanding balances during the current fiscal period.
Committed Line of Credit
The Funds, along with certain other funds managed by the Adviser ("Participating Funds"), established a 364-day, approximately $2.5 billion standby credit facility with a group of lenders, under which the Participating Funds may borrow for various purposes other than leveraging for investment purposes. A large portion of this facility's capacity (and its associated costs as described below) is currently dedicated for use by a small number of Participating Funds, which does not include any of the Funds covered by this shareholder report. The remaining capacity under the facility (and the corresponding portion of the facility's annual costs) is separately dedicated to most of the other open-end funds in the Nuveen fund family, along with a number of Nuveen closed-end funds, including all of the Funds covered by this shareholder report. The credit facility expires in July 2017 unless extended or renewed.
The credit facility has the following terms: a fee of 0.15% per annum on unused commitment amounts, and interest at a rate equal to the higher of (a) one-month LIBOR (London Inter-Bank Offered Rate) plus 1.25% per annum or (b) the Fed Funds rate plus 1.25% per annum on amounts borrowed. Participating Funds paid administration, legal and arrangement fees, which are recognized as a component of "Other expenses" on the Statement of Operations, and along with commitment fees, have been allocated among such Participating Funds based upon the relative proportions of the facility's aggregate capacity reserved for them and other factors deemed relevant by the Adviser and the Board of each Participating Fund.
During the current fiscal period, none of the Funds utilized this facility.
Additional Fund Information |
Board of Trustees | | | | | | |
William Adams IV* John K. Nelson | | Margo Cook* William J. Schneider | Jack B. Evans Judith M. Stockdale | William C. Hunter Carole E. Stone | David J. Kundert Terence J. Toth | Albin F. Moschner Margaret L. Wolff |
| | | | | | |
* Interested Board Member. | | | | | | |
| | | | | | |
| | | | | | |
Fund Manager 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 KPMG LLP 200 East Randolph Drive Chicago, IL 60601 | Transfer Agent and Shareholder Services State Street Bank & Trust Company Nuveen Funds P.O. Box 43071 Providence, RI 02940-3071 (800) 257-8787 |
Quarterly Form N-Q Portfolio of Investments Information
Each Fund is required to file its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. You may obtain this information directly from the SEC. Visit the SEC on-line at http://www.sec.gov or in person at the SEC's Public Reference Room in Washington, D.C. Call the SEC toll-free at (800) SEC-0330 for room hours and operation.
Nuveen Funds' Proxy Voting Information You may obtain (i) information regarding how each fund voted proxies relating to portfolio securities held during the most recent twelve-month period ended June 30, without charge, upon request, by calling Nuveen toll-free at (800) 257-8787 or on Nuveen's website at www.nuveen.com and (ii) a description of the policies and procedures that each fund used to determine how to vote proxies relating to portfolio securities without charge, upon request, by calling Nuveen toll free at (800) 257-8787. You may also obtain this information directly from the SEC. Visit the SEC on-line at http://www.sec.gov. |
CEO Certification Disclosure Each Fund's Chief Executive Officer (CEO) has submitted to the New York Stock Exchange (NYSE) the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual. Each Fund has filed with the SEC the certification of its CEO and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act. |
Common Share Repurchases
Each Fund intends to repurchase, through its open-market share repurchase program, shares of its own common stock at such times and in such amounts as is deemed advisable. During the period covered by this report, each Fund repurchased shares of its common stock, as shown in the accompanying table. Any future repurchases will be reported to shareholders in the next annual or semi-annual report.
| | NAZ | | | NUM | | | NUO | | | NTX | |
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.
Glossary of Terms Used in this Report |
■ | Auction Rate Bond: An auction rate bond is a security whose interest payments are adjusted periodically through an auction process, which process typically also serves as a means for buying and selling the bond. Auctions that fail to attract enough buyers for all the shares offered for sale are deemed to have "failed," with current holders receiving a formula-based interest rate until the next scheduled auction. |
| |
■ | Average Annual Total Return: This is a commonly used method to express an investment's performance over a particular, usually multi-year time period. It expresses the return that would have been necessary each year to equal the investment's actual cumulative performance (including change in NAV or market price and reinvested dividends and capital gains distributions, if any) over the time period being considered. |
| |
■ | Duration: Duration is a measure of the expected period over which a bond's principal and interest will be paid, and consequently is a measure of the sensitivity of a bond's or bond fund's value to changes when market interest rates change. Generally, the longer a bond's or fund's duration, the more the price of the bond or fund will change as interest rates change. |
| |
■ | Effective Leverage: Effective leverage is a fund's effective economic leverage, and includes both regulatory leverage (see leverage) and the leverage effects of certain derivative investments in the fund's portfolio. Currently, the leverage effects of Tender Option Bond (TOB) inverse floater holdings are included in effective leverage values, in addition to any regulatory leverage. |
| |
■ | Inverse Floating Rate Securities: Inverse floating rate securities, also known as inverse floaters or tender option bonds (TOBs), are created by depositing a municipal bond, typically with a fixed interest rate, into a special purpose trust. This trust, in turn, (a) issues floating rate certificates typically paying short-term tax-exempt interest rates to third parties in amounts equal to some fraction of the deposited bond's par amount or market value, and (b) issues an inverse floating rate certificate (sometimes referred to as an "inverse floater") to an investor (such as a fund) interested in gaining investment exposure to a long-term municipal bond. The income received by the holder of the inverse floater varies inversely with the short-term rate paid to the floating rate certificates' holders, and in most circumstances the holder of the inverse floater bears substantially all of the underlying bond's downside investment risk. The holder of the inverse floater typically also benefits disproportionately from any potential appreciation of the underlying bond's value. Hence, an inverse floater essentially represents an investment in the underlying bond on a leveraged basis. |
| |
■ | Leverage: Leverage is created whenever a fund has investment exposure (both reward and/or risk) equivalent to more than 100% of the investment capital. |
| |
■ | Lipper Other States Municipal Debt Funds Classification Average: Calculated using the returns of all closed-end funds in this category. Shareholders should note that the performance of the Lipper Other States classification represents the overall average of returns for funds from ten states with a wide variety of municipal market conditions, making direct comparisons less meaningful. Lipper returns account for the effects of management fees and assume reinvestment of distributions, but do not reflect any applicable sales charges. |
| |
■ | Net Asset Value (NAV) Per Share: A fund's Net Assets is equal to its total assets (securities, cash, accrued earnings and receivables) less its total liabilities. NAV per share is equal to the fund's Net Assets divided by its number of shares outstanding. |
| |
■ | Pre-Refunding: Pre-Refunding, also known as advanced refundings or refinancings, is a procedure used by state and local governments to refinance municipal bonds to lower interest expenses. The issuer sells new bonds with a lower yield and uses the proceeds to buy U.S. Treasury securities, the interest from which is used to make payments on the higher-yielding bonds. Because of this collateral, pre-refunding generally raises a bond's credit rating and thus its value. |
| |
Glossary of Terms Used in this Report (continued)
■ | Regulatory Leverage: Regulatory leverage consists of preferred shares issued by or borrowings of a fund. Both of these are part of a fund's capital structure. Regulatory leverage is subject to asset coverage limits set in the Investment Company Act of 1940. |
| |
■ | S&P Municipal Bond Indexes Arizona, Michigan, Ohio and Texas: Unleveraged, market value-weighted indexes designed to measure the performance of the tax-exempt, investment-grade municipal bond markets in Arizona, Michigan, Ohio and Texas, respectively. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees. |
| |
■ | S&P Municipal Bond Index: An unleveraged, market value-weighted index designed to measure the performance of the tax-exempt, investment-grade U.S. municipal bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees. |
| |
■ | Total Investment Exposure: Total investment exposure is a fund's assets managed by the Adviser that are attributable to financial leverage. For these purposes, financial leverage includes a fund's use of preferred stock and borrowings and investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trust's issuance of floating rate securities. |
| |
■ | Zero Coupon Bond: A zero coupon bond does not pay a regular interest coupon to its holders during the life of the bond. Income to the holder of the bond comes from accretion of the difference between the original purchase price of the bond at issuance and the par value of the bond at maturity and is effectively paid at maturity. The market prices of zero coupon bonds generally are more volatile than the market prices of bonds that pay interest periodically. |
Reinvest Automatically, Easily and Conveniently |
Nuveen makes reinvesting easy. A phone call is all it takes to set up your reinvestment account.
Nuveen Closed-End Funds Automatic Reinvestment Plan
Nuveen Closed-End Fund allows you to conveniently reinvest distributions in additional Fund shares. By choosing to reinvest, you'll be able to invest money regularly and automatically, and watch your investment grow through the power of compounding. Just like distributions in cash, there may be times when income or capital gains taxes may be payable on distributions that are reinvested. It is important to note that an automatic reinvestment plan does not ensure a profit, nor does it protect you against loss in a declining market.
Easy and convenient
To make recordkeeping easy and convenient, each month you'll receive a statement showing your total distributions, the date of investment, the shares acquired and the price per share, and the total number of shares you own.
How shares are purchased
The shares you acquire by reinvesting will either be purchased on the open market or newly issued by the Fund. If the shares are trading at or above net asset value at the time of valuation, the Fund will issue new shares at the greater of the net asset value or 95% of the then-current market price. If the shares are trading at less than net as -set 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 imme -diately prior to the purchase date. Distributions received to purchase shares in the open market will normally be invested shortly after the distribution payment date. No interest will be paid on distributions awaiting reinvestment. Because the market price of the shares may increase before purchases are completed, the average purchase price per share may exceed the market price at the time of valuation, resulting in the acquisition of fewer shares than if the distribution had been paid in shares issued by the Fund. A pro rata portion of any applicable brokerage commissions on open market purchases will be paid by Plan participants. These commissions usually will be lower than those charged on individual transactions.
Flexible
You may change your distribution option or withdraw from the Plan at any time, should your needs or situation change. You can reinvest whether your shares are registered in your name, or in the name of a brokerage firm, bank, or other nominee. Ask your investment advisor if his or her firm will participate on your behalf. Participants whose shares are registered in the name of one firm may not be able to transfer the shares to another firm and continue to participate in the Plan. The Fund reserves the right to amend or terminate the Plan at any time. Although the Fund reserves the right to amend the Plan to include a service charge payable by the participants, there is no direct service charge to participants in the Plan at this time.
Call today to start reinvesting distributions
For more information on the Nuveen Automatic Reinvestment Plan or to enroll in or withdraw from the Plan, speak with your financial advisor or call us at (800) 257-8787.
Annual Investment Management Agreement Approval Process (Unaudited) |
The Board of Trustees of each Fund (the "Board," and each Trustee a "Board Member"), including the Board Members who are not parties to the Funds' advisory or sub-advisory agreements or "interested persons" of any such parties (the "Independent Board Members"), is responsible for overseeing the performance of the investment adviser and sub-adviser to the respective Fund and determining whether to continue such Fund's advisory agreement (the "Investment Management Agreement") between the Fund and Nuveen Fund Advisors, LLC (the "Adviser") and the sub-advisory agreement (the "Sub-Advisory Agreement" and, together with the Investment Management Agreement, the "Advisory Agreements") between the Adviser and Nuveen Asset Management, LLC (the "Sub-Adviser"). Following an initial term with respect to each Fund upon its commencement of operations, the Board reviews each Investment Management Agreement and Sub-Advisory Agreement on behalf of each Fund and votes to determine whether the respective Advisory Agreement should be renewed. Accordingly, at an in-person meeting held on May 24-26, 2016 (the "May Meeting"), the Board, including a majority of the Independent Board Members, considered and approved the existing Advisory Agreements for the Funds.
During the year, the Board and its Committees met regularly to receive materials and discuss a variety of topics impacting the Funds including, among other things, overall market conditions and market performance, Fund investment performance, brokerage execution, valuation of securities, compliance matters, securities lending, leverage matters, risk management and ongoing initiatives. The Board had established several standing Committees, including the Open-end Fund Committee and Closed-end Fund Committee which permit the Board Members to delve further into the topics particularly relevant to the respective product line and enhance the Board's effectiveness and oversight of the Funds. The Board also seeks to meet with the Sub-Adviser and its investment team at least once over a multiple year rotation through site visits. The information and knowledge the Board gained throughout the year from the Board and Committee meetings, site visits and the related materials were relevant to the Board's evaluation of the Advisory Agreements, and the Board took such information into account in its review of the Advisory Agreements.
In addition to the materials received throughout the year, the Board received additional materials prepared specifically for its annual review of the Advisory Agreements in response to a request by independent legal counsel on behalf of the Independent Board Members. The materials addressed a variety of topics, including a description of the services provided by the Adviser and the Sub-Adviser (each, a "Fund Adviser"); a review of fund performance with a detailed focus on any performance outliers; an analysis of the investment teams; an analysis of the fees and expense ratios of the Funds, including information comparing such fees and expenses to that of peer groups; an assessment of shareholder services for the Funds and of the performance of certain service providers; a review of initiatives instituted or continued during the past year; and a review of premium/discount trends and leverage management as well as information regarding the profitability of the Fund Advisers, the compensation of portfolio managers, and compliance and risk matters.
As part of its annual review, the Board held a separate meeting on April 12-13, 2016 to review the Funds' investment performance and consider an analysis by the Adviser of the Sub-Adviser examining, among other things, the team's assets under management, investment performance, investment approach, and the stability and structure of the Sub-Adviser's organization and investment team. During the review, the Independent Board Members requested and received additional information from management. Throughout the year and throughout their review of the Advisory Agreements, the Independent Board Members were assisted by independent legal counsel. The Independent Board Members met separately with independent legal counsel without management present and received a memorandum from such counsel outlining their fiduciary duties and legal standards in reviewing the Advisory Agreements. The Independent Board Members' review of the Advisory Agreements reflected an ongoing process that incorporated the information and considerations that occurred over the years, including the most recent year, as well as the information specifically furnished for the renewal process. In deciding to renew the Advisory Agreements, the Independent Board Members
did not identify a particular factor as controlling, but rather the decision reflected the comprehensive consideration of all the information presented. The following summarizes the principal factors, but not all the factors, the Board considered in its review of the Advisory Agreements and its conclusions.
A. | Nature, Extent and Quality of Services |
| In evaluating the renewal of the Advisory Agreements, the Independent Board Members received and considered information regarding the nature, extent and quality of the applicable Fund Adviser's services provided to the respective Fund and the initiatives undertaken during the past year by the Adviser. The Board recognized the comprehensive set of services the Adviser provided to manage and operate the Nuveen funds, including (a) product management (such as setting dividends, positioning the product in the marketplace, maintaining and enhancing shareholder communications and reporting to the Board); (b) investment services (such as overseeing the Sub-Adviser and other service providers; analyzing investment performance and risks; overseeing risk management and disclosure; developing and interpreting investment policies; assisting in the development of products; helping to prepare financial statements and marketing disclosures; and overseeing trade execution); (c) fund administration (such as helping to prepare fund tax returns and complete other tax compliance matters; and helping to prepare regulatory filings and shareholder reports); (d) fund Board administration (such as preparing Board materials and organizing and providing assistance for Board meetings); (e) compliance (such as helping to devise and maintain the funds' compliance program and related testing); (f) legal support (such as helping to prepare registration statements and proxy statements, interpreting regulations and policies and overseeing fund activities); and (g) providing leverage management. |
| |
| The Board reviewed the continued investment the Adviser had made in its business to continue to strengthen the breadth and quality of its services to the benefit of the Nuveen funds. The Board noted the Adviser's additional staffing in key areas that support the funds and the Board, including in investment services, operations, closed-end fund/structured products, fund governance, compliance, fund administration, product management, and information technology. Among the enhancements to its services, the Board recognized the Adviser's (a) expanded activities and support required as a result of regulatory developments, including in areas of compliance and reporting; (b) expanded efforts to support leverage management with a goal of seeking the most effective structure for fund shareholders given appropriate risk levels and regulatory constraints; (c) increased support for dividend management; (d) continued investment in its technical capabilities as the Adviser continued to build out a centralized fund data platform, enhance mobility and remote access capabilities, rationalize and upgrade software platforms, and automate certain regulatory liquidity determinations; (e) continued efforts to rationalize the product line through mergers, liquidations and re-positioning of Nuveen funds with the goal of increasing efficiencies, reducing costs, improving performance and addressing shareholder needs; (f) continued efforts to develop new lines of business designed to enhance the Nuveen product line and meet investor demands; and (g) continued commitment to enhance risk oversight, including the formation of the operational risk group to provide operational risk assessment, the access to platforms which provide better risk reporting to support investment teams, and the development of a new team to initially review new products and major product initiatives. The Board also recognized the Adviser's efforts to renegotiate certain fees of other service providers which culminated in reduced expenses for all funds for custody and accounting services without diminishing the breadth and quality of the services provided. The Board considered the Chief Compliance Officer's report regarding the Adviser's compliance program, the Adviser's continued development, execution and management of its compliance program, and the additions to the compliance team to support the continued growth of the Nuveen fund family and address regulatory developments. |
| |
| The Board also considered information highlighting the various initiatives that the Adviser had implemented or continued during the year to enhance or support the closed-end fund product line. The Board noted the Adviser's continued efforts during 2015 (a) to rationalize the product line through mergers designed to help reduce product overlap, offer shareholders the potential for lower fees and enhanced investor acceptance, and address persistent discounts in the secondary market; (b) to oversee and manage leverage as the Adviser facilitated the rollover of existing facilities and conducted negotiations for improved terms and pricing to reduce leverage costs; (c) to conduct capital management services including share repurchases and/or share issuances throughout the year and monitoring market conditions to capitalize on such opportunities for the |
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
| closed-end funds; and (d) to implement data-driven market analytics which, among other things, provided a better analysis of the shareholder base, enhanced the ability to monitor the closed-end funds versus peers and helped to understand trading discounts. The Board also considered the quality and breadth of Nuveen's investment relations program through which Nuveen seeks to build awareness of, and educate investors and financial advisers with respect to, Nuveen closed-end funds which may help to build an active secondary market for the closed-end fund product line. |
| |
| As noted, the Adviser also oversees the Sub-Adviser who primarily provides the portfolio advisory services to the Funds. The Board recognized the skill and competency of the Adviser in monitoring and analyzing the performance of the Sub-Adviser and managing the sub-advisory relationship. The Board noted that the Adviser recommended the renewal of each Sub-Advisory Agreement. |
| |
| Based on their review, the Independent Board Members found that, overall, the nature, extent and quality of services provided to the respective Funds under each applicable Advisory Agreement were satisfactory. |
B. | The Investment Performance of the Funds and Fund Advisers |
| The Board considered the long-term and short-term performance history of each Fund. As noted above, the Board reviewed fund performance at its quarterly meetings throughout the year and took into account the information derived from the discussions with representatives of the Adviser about fund performance at these meetings. The Board also considered the Adviser's analysis of fund performance with particular focus on any performance outliers and the factors contributing to such performance and any steps the investment team had taken to address performance concerns. The Board reviewed, among other things, each Fund's investment performance both on an absolute basis and in comparison to peer funds (the "Performance Peer Group") and to recognized and/or customized benchmarks (i.e., generally benchmarks derived from multiple recognized benchmarks) for the quarter, one-, three- and five-year periods ending December 31, 2015, as well as performance information reflecting the first quarter of 2016. |
| |
| In evaluating performance information, the Board recognized the following factors may impact the performance data as well as the consideration to be given to particular performance data: |
| • The performance data reflected a snapshot in time, in this case as of the end of the most recent calendar year or quarter. A different performance period, however, could generate significantly different results. |
| |
| • Long-term performance can be adversely affected by even one period of significant underperformance so that a single investment decision or theme had the ability to disproportionately affect long-term performance. |
| |
| • Shareholders evaluate performance based on their own holding period which may differ from the performance period reviewed by the Board, leading to different performance results. |
| |
| • The Board recognized the difficulty in establishing appropriate peer groups and benchmarks for certain funds. The Board noted that management classified the Performance Peer Groups as low, medium and high in relevancy and took the relevancy of the Performance Peer Group into account when considering the comparative performance data. If the Performance Peer Group differed somewhat from a fund, the Board recognized that the comparative performance data may be of limited value. The Board also recognized that each fund operated pursuant to its own investment objective(s), parameters and restrictions which may differ from that of the Performance Peer Group or benchmark and that these variations lead to differences in performance results. Further, for funds that utilized leverage, the Board understood that leverage during different periods could provide both benefits and risks to a portfolio as compared to an unlevered benchmark. |
| In addition to the foregoing, the Independent Board Members continued to recognize the importance of secondary market trading for the shares of closed-end funds. At the quarterly meetings as well as the May Meeting, the Independent Board Members (either at the Board level or through the Closed-end Fund Committee) reviewed, among other things, the premium or discount to net asset value of the Nuveen closed-end funds as of a specified date and over various periods as well as in comparison to the |
| premium/discount average in their respective Lipper peer category. At the May Meeting and/or prior meetings, the Independent Board Members (either at the Board level or through the Closed-end Fund Committee) reviewed, among other things, an analysis by the Adviser of the key economic, market and competitive trends that affected the closed-end fund market and Nuveen closed-end funds and considered any actions proposed periodically by the Adviser to address trading discounts of certain closed-end funds, including, among other things, share repurchases, fund reorganizations, adjusting fund investment mandates and strategies, and increasing fund awareness to investors. The Independent Board Members considered the evaluation of the premium and discount levels of the closed-end funds to be a continuing priority in their oversight of the closed-end funds. |
| |
| With respect to any Nuveen funds for which the Board has identified performance concerns, the Board monitors such funds closely until performance improves, discusses with the Adviser the reasons for such results, considers those steps necessary or appropriate to address such issues, and reviews the results of any efforts undertaken. The Board was aware, however, that shareholders chose to invest or remain invested in a fund knowing that the Adviser and the applicable sub-adviser manage the fund, knowing the fund's investment strategy and seeking exposure to that strategy (even if the strategy was "out of favor" in the marketplace) and knowing the fund's fee structure. |
| |
| For Nuveen Arizona Premium Income Municipal Fund, the Board noted that the Fund ranked in its Performance Peer Group in the third quartile in the one- and three-year periods and the second quartile in the five-year period and outperformed its benchmark in the one-, three- and five-year periods. The Board determined that the Fund's performance had been satisfactory. |
| |
| For Nuveen Michigan Quality Income Municipal Fund, the Board noted that the Fund ranked in its Performance Peer Group in the second quartile in the three- and five-year periods and the first quartile in the one-year period. The Fund also outperformed its benchmark in the one-, three- and five-year periods. The Board determined that the Fund's performance had been favorable. |
| |
| For Nuveen Ohio Quality Income Municipal Fund, the Board noted that the Fund ranked in its Performance Peer Group in the third quartile in the five-year period, second quartile in the three-year period and first quartile in the one-year period. The Fund also outperformed its benchmark in the one-, three- and five-year periods. The Board determined that the Fund's performance had been favorable. |
| |
| For Nuveen Texas Quality Income Municipal Fund, the Board noted that, although the Fund ranked in the fourth quartile in the one-year period, the Fund ranked in the third quartile in its Performance Peer Group in the three- and five-year periods. The Fund also outperformed its benchmark in the one-, three- and five-year periods. The Board determined that the Fund's performance had been satisfactory. |
C. | Fees, Expenses and Profitability |
| 1. Fees and Expenses |
| The Board evaluated the management fees and other fees and expenses of each Fund. The Board reviewed, among other things, the gross and net management fees and net total expenses of each Fund (expressed as a percentage of average net assets) in absolute terms and also in comparison to the fee and expense levels of a comparable universe of funds (the "Peer Universe") selected by an independent third-party fund data provider. The Independent Board Members also reviewed the methodology regarding the construction of the applicable Peer Universe. |
| |
| In their evaluation of the management fee schedule, the Independent Board Members considered the fund-level and complex-wide breakpoint schedules, as described in further detail below. In this regard, the Board considered that management recently reviewed the breakpoint schedules for the closed-end funds which resulted in reduced breakpoints and/or new breakpoints at certain asset thresholds for numerous closed-end funds, including the Funds. |
| |
| In reviewing the comparative fee and expense information, the Independent Board Members recognized that various factors such as the limited size and particular composition of the Peer Universe (including the inclusion of other Nuveen funds in the peer set); expense anomalies; changes in the funds comprising the Peer Universe from year to year; levels of reimbursement or |
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
| fee waivers; the timing of information used; the differences in the type and use of leverage; differences in services provided; and differences in the states reflected in the Peer Universe can impact the usefulness of the comparative data in helping to assess the appropriateness of a fund's fees and expenses. In addition, in reviewing a fund's fees and expenses compared to the fees and expenses of its peers (excluding leverage costs and leveraged assets), the Board generally considered a fund's expenses and fees to be higher if they were over 10 basis points higher, slightly higher if they were 6 to 10 basis points higher, in line if they were within approximately 5 basis points higher than the peer average and below if they were below the peer average of the Peer Universe. The Board reviewed the net expense ratio in recognition that the net expense ratio generally best represented the net experience of the shareholders of a fund as it directly reflected the costs of investing in the respective fund. The Board noted that the majority of the Nuveen funds had a net expense ratio near or below the average of the respective peers. For funds with a net expense ratio of 6 basis points or higher than their respective peer average, the Independent Board Members reviewed the reasons for the outlier status and were satisfied with the explanation for the difference or with any steps taken to address the difference. |
| |
| The Independent Board Members noted that each Fund had a net management fee in line with its peer average and a net expense ratio below its peer average. |
| |
| Based on their review of the fee and expense information provided, the Independent Board Members determined that each Fund's management fees (as applicable) to a Fund Adviser were reasonable in light of the nature, extent and quality of services provided to the Fund. |
| 2. Comparisons with the Fees of Other Clients |
| The Board also reviewed information regarding the fee rates for other types of clients advised or sub-advised by the respective Fund Adviser. For the Adviser and/or the Sub-Adviser, such other clients may include municipal separately managed accounts and passively managed exchange traded funds (ETFs). |
| |
| The Board recognized that each Fund had an affiliated sub-adviser. With respect to affiliated sub-advisers, the Board reviewed, among other things, the range of advisory fee rates and average fee rate assessed for the different types of clients. The Board reviewed information regarding the different types of services provided to the Funds compared to that provided to these other clients which typically did not require the same breadth of day-to-day services required for registered funds. The Board further considered information regarding the differences in, among other things, investment policies, investor profiles, and account sizes between the Nuveen funds and the other types of clients. In addition, the Independent Board Members also recognized that the management fee rates of the foreign funds advised by the Adviser may also vary due to, among other things, differences in the client base, governing bodies, operational complexities and services covered by the management fee. The Independent Board Members recognized that the foregoing variations resulted in different economics among the product structures and culminated in varying management fees among the types of clients and funds. |
| |
| The Board also was aware that, since the Funds had a sub-adviser, each Fund's management fee reflected two components, the fee retained by the Adviser for its services and the fee the Adviser paid to the Sub-Adviser. The Board noted that many of the administrative services provided to support the Funds by the Adviser may not be required to the same extent or at all for the institutional clients or other clients. In general, the Board noted that higher fee levels reflected higher levels of service provided by the Fund Adviser, increased investment management complexity, greater product management requirements and higher levels of business risk or some combination of the foregoing. Given the inherent differences in the various products, particularly the extensive services provided to the Funds, the Independent Board Members concluded such facts justify the different levels of fees. |
| |
| 3. Profitability of Fund Advisers |
| In conjunction with their review of fees, the Independent Board Members also considered the profitability of Nuveen for its advisory activities on an absolute basis and in comparison to other investment advisers. The Independent Board Members reviewed, among other things, Nuveen's adjusted operating margins, the gross and net revenue margins (pre-tax and after-tax) |
| for advisory activities for the Nuveen funds, and the revenues, expenses, and net income (pre-tax and after-tax) of Nuveen for each of the last two calendar years. The Independent Board Members reviewed an analysis of the key drivers behind the changes in revenues and expenses that impacted profitability in 2015. The Independent Board Members also noted that the sub-advisory fees for the Funds are paid by the Adviser, however, the Board recognized that the Sub-Adviser is affiliated with Nuveen. In their review, the Independent Board Members recognized that profitability data is rather subjective as various allocation methodologies may be reasonable to employ but yet yield different results. The Board also reviewed the results of certain alternative methodologies. The Board considered the allocation methodology employed to prepare the profitability data as well as a summary of the refinements to the methodology that had been adopted over the years which may limit some of the comparability of Nuveen's revenue margins over time. Two Independent Board Members also served as point persons for the Board throughout the year to review and discuss the methodology employed to develop the profitability analysis and any proposed changes thereto and to keep the Board apprised of such changes during the year. In reviewing the profitability data, the Independent Board Members noted that Nuveen's operating margin as well as its margins for its advisory activities to the Nuveen funds for 2015 were consistent with such margins for 2014. |
| |
| The Board also considered Nuveen's adjusted operating margins compared to that of other comparable investment advisers (based on asset size and composition) with publicly available data. The Independent Board Members recognized, however, the limitations of the comparative data as the other advisers may have a different business mix, employ different allocation methodologies, have different capital structure and costs, may not be representative of the industry or other factors that limit the comparability of the profitability information. Nevertheless, the Independent Board Members noted that Nuveen's adjusted operating margins appeared comparable to the adjusted margins of the peers. |
| |
| Further, as the Adviser is a wholly-owned subsidiary of Nuveen which in turn is an operating division of TIAA Global Asset Management, the investment management arm of Teachers Insurance and Annuity Association of America ("TIAA-CREF"), the Board reviewed a balance sheet for TIAA-CREF reflecting its assets, liabilities and capital and contingency reserves for the last two calendar years to have a better understanding of the financial stability and strength of the TIAA-CREF complex, together with Nuveen. |
| |
| Based on the information provided, the Independent Board Members noted that the Adviser appeared to be sufficiently profitable to operate as a viable investment management firm and to honor its obligations as a sponsor of the Nuveen funds. |
| |
| With respect to the Sub-Adviser, the Independent Board Members also considered the profitability of the Sub-Adviser from its relationship with the Nuveen funds. The Independent Board Members reviewed the Sub-Adviser's revenues, expenses and revenue margins (pre- and post-tax) for its advisory activities for the calendar year ended December 31, 2015. The Independent Board Members also reviewed profitability analysis reflecting the revenues, expenses and revenue margin (pre- and post-tax) by asset type for the Sub-Adviser for the calendar year ending December 31, 2015. |
| |
| In evaluating the reasonableness of the compensation, the Independent Board Members also considered other amounts paid to a Fund Adviser by the Funds as well as indirect benefits (such as soft dollar arrangements), if any, the Fund Adviser and its affiliates received or were expected to receive that were directly attributable to the management of a Fund. See Section E below for additional information on indirect benefits a Fund Adviser may receive as a result of its relationship with the Funds. |
| |
| Based on their review, the Independent Board Members determined that the Adviser's and the Sub-Adviser's levels of profitability were reasonable in light of the respective services provided. |
| |
D. | Economies of Scale and Whether Fee Levels Reflect These Economies of Scale |
| The Independent Board Members recognized that as the assets of a particular fund or the Nuveen complex in the aggregate increase over time, economies of scale may be realized with respect to the management of the funds, and the Independent Board Members considered the extent to which these economies are shared with the funds and their shareholders. Although the Independent Board Members recognized that economies of scale are difficult to measure with precision, the Board noted |
Annual Investment Management Agreement Approval Process (Unaudited) (continued)
| that there were several acceptable means to share economies of scale, including through breakpoints in the management fee schedule reducing the fee rates as asset levels grow, fee waiver and expense limitation agreements and the Adviser's investment in its business which can enhance the services provided to the funds. With respect to breakpoints, the Independent Board Members noted that, subject to certain exceptions, the funds in the Nuveen complex pay a management fee to the Adviser which is generally comprised of a fund-level component and complex-level component. The fund-level fee component declines as the assets of the particular fund grow and the complex-level fee component declines when eligible assets of all the funds in the Nuveen complex combined grow. With respect to closed-end funds, the Independent Board Members noted that, although such funds may from time-to-time make additional share offerings, the growth of their assets would occur primarily through the appreciation of such funds' investment portfolios. The complex-wide fee arrangement was designed to capture economies of scale achieved when total fund complex assets increase, even if the assets of a particular fund are unchanged or decrease. The approach reflected the notion that some of Nuveen's costs were attributable to services provided to all its funds in the complex, and therefore all funds should benefit if these costs were spread over a larger asset base. |
| |
| The Independent Board Members reviewed the breakpoint and complex-wide schedules and the material savings achieved from fund-level breakpoints and complex-wide fee reductions for the 2015 calendar year. |
| |
| In addition, the Independent Board Members recognized the Adviser's ongoing investment in its business to expand or enhance the services provided to the Nuveen funds. The Independent Board Members noted, among other things, the additions to groups who play a key role in supporting the funds including in closed-end funds/structured products, fund administration, operations, fund governance, investment services, compliance, product management, and technology. The Independent Board Members also recognized the investments in systems necessary to manage the funds including in areas of risk oversight, information technology and compliance. |
| |
| Based on their review, the Independent Board Members concluded that the current fee structure was acceptable and reflected economies of scale to be shared with shareholders when assets under management increase. |
| |
E. | Indirect Benefits |
| The Independent Board Members received and considered information regarding other additional benefits the respective Fund Adviser or its affiliates may receive as a result of their relationship with the Funds, including compensation paid to affiliates and research received in connection with brokerage transactions (i.e., soft dollar arrangements). In this regard, the Independent Board Members noted any revenues received by affiliates of the Adviser for serving as co-manager in initial public offerings of new closed-end funds and as underwriter on shelf offerings for certain existing funds. |
| |
| In addition to the above, the Independent Board Members considered that the Funds' portfolio transactions are allocated by the Sub-Adviser and the Sub-Adviser may benefit from research received through soft-dollar arrangements. The Board noted, however, that with respect to transactions in fixed income securities, such securities generally trade on a principal basis and do not generate soft dollar credits. Although the Board recognized the Sub-Adviser may benefit from a soft dollar arrangement if it does not have to pay for this research out of its own assets, the Board also recognized that any such research may benefit the Funds to the extent it enhances the ability of the Sub-Adviser to manage the Funds. |
| |
| Based on their review, the Independent Board Members concluded that any indirect benefits received by a Fund Adviser as a result of its relationship with the Funds were reasonable and within acceptable parameters. |
| |
F. | Other Considerations |
| The Independent Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members, including the Independent Board Members, concluded that the terms of each Advisory Agreement were fair and reasonable, that the respective Fund Adviser's fees were reasonable in light of the services provided to each Fund and that the Advisory Agreements be renewed. |
Notes
Notes
Notes
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 equity and fixed-income solutions designed to be integral components of a well-diversified core portfolio.
Focused on meeting investor needs.
Nuveen helps secure the long-term goals of individual investors and the advisors who serve them. As an operating division of TIAA Global Asset Management, Nuveen provides access to investment expertise from leading asset managers and solutions across traditional and alternative asset classes. Built on more than a century of industry leadership, Nuveen's teams of experts align with clients' specific financial needs and goals, demonstrating commitment to advisors and investors through market perspectives and wealth management and portfolio advisory services. Nuveen manages $244 billion in assets as of September 30, 2016.
Find out how we can help you.
To learn more about how the products and services of Nuveen may be able to help you meet your financial goals, talk to your financial advisor, or call us at (800) 257-8787. Please read the information provided carefully before you invest. Investors should consider the investment objective and policies, risk considerations, charges and expenses of any investment carefully. Where applicable, be sure to obtain a prospectus, which contains this and other relevant information. To obtain a prospectus, please contact your securities representative or Nuveen, 333 W. Wacker Dr., Chicago, IL 60606. Please read the prospectus carefully before you invest or send money.
Learn more about Nuveen Funds at: www.nuveen.com/cef
Distributed by Nuveen Investments, LLC | 333 West Wacker Drive | Chicago, IL 60606 | www.nuveen.com | | ESA-B-0816D 19881-INV-B-10/17 |