David Glatz, Esq.
December 4, 2019
Page 1 of 4
December 4, 2019
VIA E-MAIL
David Glatz
Stradley Ronon Stevens & Young, LLP
191 N. Wacker Drive, Suite 1601
Chicago, IL 60606
Re: Nuveen Dynamic Municipal Opportunities Fund
(File Nos. 333-234592; 811-23489)
Dear Mr. Glatz:
On November 8, 2019, you filed an initial registration statement on
Form N-2 on behalf
of the Nuveen Dynamic Municipal Opportunities Fund (the "Fund"). Based on our
review, we
have the following comments.1
General
1. We note that portions of the registration statement are incomplete.
We may have
additional comments on such portions when you complete them in a
pre-effective
amendment, on disclosures made in response to this letter, on
information supplied
supplementally, or on exhibits added in any pre-effective amendment.
2. Please advise us if you have submitted or expect to submit an
exemptive application or no-
action request in connection with the registration statement.
3. Is a party other than the Fund's sponsor or one of its affiliates
providing the Fund's initial
(seed) capital? If yes, please supplementally identify the party
providing the seed capital
and describe its relationship with the Fund.
4. Please confirm supplementally that the information with respect to
the aggregate public
offering price, number of shares to be sold in the offering,
underwriting syndicate,
underwriting discounts and commissions, amount of proceeds, and
other items dependent
1
Capitalized terms have the same meaning as in the registration statements
unless otherwise indicated.
David Glatz, Esq.
December 4, 2019
Page 2 of 4
upon the offering price, which information has been omitted from the
registration statement
in accordance with Rule 430A under the Securities Act of 1933 (the
"Securities Act"), shall
be included in a definitive prospectus filed by the Fund pursuant to Rule
497 within 15
business days after the effective date of the registration statement.
5. Please confirm in your response letter that FINRA has reviewed the
proposed underwriting
terms and arrangements for the transactions described in the registration
statement,
including the amount of compensation to be allowed or paid to the
underwriters and any
other arrangements among the Fund, the underwriter, and other broker
dealers participating
in the distribution, and that FINRA has issued a statement expressing no
objections to the
compensation and other arrangements.
6. Please tell us if you have presented any "test the waters" materials to
potential investors in
connection with this offering. If so, please provide us with copies of
such materials.
Registration Statement Cover Page
7. Please confirm supplementally that the "Amount Being Registered" in the
"Calculation of
Registration Fee under the Securities Act of 1933" table will include all
shares that may be
issued pursuant to the Underwriters' over-allotment option.
PROSPECTUS
Cover Page
8. When describing the Fund's strategies and policies, please disclose that
the Fund may
invest up to 20% of its Managed Assets in taxable debt obligations,
including taxable
municipal securities and U.S. Treasury securities.
Prospectus Summary Who May Want to Invest, pages 1-2
9. The Fund may invest without limit in municipal securities that generate
income subject to
the federal alternative minimum tax. Please state that an investment in
the Fund could
trigger adverse tax consequences for investors who are, or who would
become, subject to
the federal alternative minimum tax, and is not a suitable investment for
such investors.
Please also disclose that the Fund may not be a suitable investment for
individual
retirement accounts, for other tax exempt or tax-deferred accounts, or
for investors who are
not sensitive to the federal income tax consequences of their
investments.
10. The prospectus states that the Fund may be appropriate for investors who
are seeking a
dynamic municipal strategy with potentially significant credit, sector
and duration risk.
The prospectus also states that the Fund's subadviser will employ a
strategy that integrates
top-down analysis of credit quality, yield curve positioning, and sector
allocation. When
discussing the Fund's principal investment strategies throughout the
prospectus, please
identify the specific sectors in which the Fund intends to invest, and
include corresponding
risk disclosure in the principal risk sections of the prospectus.
David Glatz, Esq.
December 4, 2019
Page 3 of 4
Fund Strategies, page 2
11. Please describe any criteria as to duration that the Fund might use with
respect to its
investments in municipal securities.
Distributions, pages 10-12
12. The last paragraph states that the Fund reserves the right to change its
distribution policy
and the basis for establishing the rate of its quarterly distributions at
any time, subject to a
finding by the Fund's Board of Trustees that such change is in the best
interests of the Fund
and its Common Shareholders. Please revise to state that such
distributions will be
monthly, not quarterly, distributions. Please also indicate in the
disclosure whether any
such change will be made following notice to Common Shareholders. Please
make
corresponding changes elsewhere in the prospectus.
Special Risk Considerations Other Risks Recent Market Conditions, pages
26-28
13. Please update the Recent Market Conditions risk disclosure (e.g., the
potential change in
the Federal Reserve's tapering of quantitative easing).
Risks Portfolio Level Risks Risk of Swaps and Swap Options and Risk of
Financial Futures
and Options Transactions, pages 57-58
14. Please include a summary of the Risk of Swaps and Swap Options and Risk
of Financial
Futures and Options Transactions in the Special Risk Considerations
section of the
Summary.
Risks Reverse Repurchase Agreement Risk and Other Investment Companies Risk,
pages 67-
68 and 71
15. As noted throughout the prospectus, the Fund may invest in securities of
other open-end or
closed-end investment companies, including exchange-traded funds
("ETFs"), and may
source leverage through a number of methods, including entering into
reverse repurchase
agreements. Please explain supplementally why the risks associated with
investing in other
investment companies and with entering into reverse repurchase agreements
are not
principal risks of the Fund. Alternatively, please move these disclosures
to the principal
risk sections of the prospectus.
STATEMENT OF ADDITIONAL INFORMATION
16. Please revise the Fund's concentration policy to state that the 25%
limitation will not apply
to municipal securities other than those municipal securities backed
principally by the
assets and revenues of non-governmental users, rather than clarifying
this in the narrative
that follows.
David Glatz, Esq.
December 4, 2019
Page 4 of 4
PART C
17. Please confirm supplementally that the Fund will include as exhibits to a
post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act the
final versions of the
agreements filed as "form of" exhibits to the registration statement.
* * *
Responses to this letter should be made in a letter to me filed on
Edgar and in the form of
a pre-effective amendment filed pursuant to Rule 472 under the Securities Act.
Where no
change will be made in the filing in response to a comment, please indicate
this fact in the letter
to us and briefly state the basis for your position.
You should review and comply with all applicable requirements of the
federal securities
laws in connection with the preparation and distribution of preliminary
prospectuses.
Although we have completed our initial review of the registration
statement, the filing
will be reviewed further after we receive your response. Therefore, we reserve
the right to
comment further on the registration statement and any amendments. After we have
resolved all
issues, the Fund and its underwriter must request acceleration of the effective
date of the
registration statement.
In closing, we remind you that the Fund and its management are
responsible for the
accuracy and adequacy of their disclosures in the registration statement,
notwithstanding any
review, comments, action, or absence of action by the staff.
Should you have any questions prior to filing a pre-effective
amendment, please feel free
to contact me at 202-551-8045 or bentzingere@sec.gov.
Sincerely,
/s/
Elisabeth Bentzinger
Elisabeth
Bentzinger
Senior
Counsel
cc: William Kotapish
Sally Samuel