UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number  

  

811-21293

Nuveen Preferred & Income Opportunities Fund

 

(Exact name of registrant as specified in charter)

Nuveen Investments

333 West Wacker Drive

Chicago, IL 60606

 

(Address of principal executive offices) (Zip code)

Gifford R. Zimmerman

Nuveen Investments

333 West Wacker Drive

Chicago, IL 60606

 

(Name and address of agent for service)

Registrant’s telephone number, including area code:    (312) 917-7700                        

Date of fiscal year end:    July 31                                

Date of reporting period:    July 31, 2020                   

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.


ITEM 1. REPORTS TO STOCKHOLDERS.


LOGO

 

Closed-End Funds

 

31 July 2020

 

 

Nuveen Closed-End Funds

 

JPC    Nuveen Preferred & Income Opportunities Fund
JPI    Nuveen Preferred and Income Term Fund
JPS    Nuveen Preferred & Income Securities Fund
JPT    Nuveen Preferred and Income 2022 Term Fund

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Funds’ website (www.nuveen.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you have already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically anytime by contacting the financial intermediary (such as a broker-dealer or bank) through which you hold your Fund shares or, if you are a direct investor, by enrolling at www.nuveen.com/e-reports.

You may elect to receive all future shareholder reports in paper free of charge at any time by contacting your financial intermediary or, if you are a direct investor, (i) by calling 800-257-8787 and selecting option #2 or (ii) by logging into your Investor Center account at www.computershare.com/investor and clicking on “Communication Preferences.” Your election to receive reports in paper will apply to all funds held in your account with your financial intermediary or, if you are a direct investor, to all your directly held Nuveen Funds and any other directly held funds within the same group of related investment companies.

 

Annual Report


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Table of Contents

 

Chair’s Letter to Shareholders

     4  

Portfolio Managers’ Comments

     5  

Fund Leverage

     20  

Common Share Information

     22  

Performance Overview and Holding Summaries

     24  

Shareholder Meeting Report

     32  

Report of Independent Registered Public Accounting Firm

     33  

Portfolios of Investments

     34  

Statement of Assets and Liabilities

     60  

Statement of Operations

     61  

Statement of Changes in Net Assets

     62  

Statement of Cash Flows

     64  

Financial Highlights

     66  

Notes to Financial Statements

     70  

Shareholder Update

     84  

Additional Fund Information

     104  

Glossary of Terms Used in this Report

     105  

Reinvest Automatically, Easily and Conveniently

     108  

Annual Investment Management Agreement Approval Process

     109  

Board Members & Officers

     119  

 

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Chair’s Letter to Shareholders

 

LOGO

Dear Shareholders,

The COVID-19 crisis is taking an unprecedented toll on our health, societies, economies and financial markets. Our thoughts are with you during this time of significant disruption caused by the disease and its economic fallout. With many regions of the world suppressing the initial spread of the virus, governments and public health officials face the extraordinary challenge of balancing the resumption of economic activity with public safety. New clusters of infection emerged in the U.S. and other countries following their reopening this summer while a new school year and Northern Hemisphere flu season have added new concerns. Nevertheless, an economic recovery has gained traction, as jobs, consumer spending, manufacturing and other indicators have begun to rebound from their weakest levels. Additionally, progress toward a vaccine has been promising, while the timeline is unknown. Markets have recently taken an optimistic view, bouts of elevated volatility are likely to continue, with economic data, coronavirus infection rates and the upcoming U.S. presidential election under scrutiny.

While we do not want to understate the dampening effect on the global economy, it is important to differentiate short-term interruptions from the longer-lasting implications to the economy. Prior to the COVID-19 crisis, some areas of the global economy were showing signs of improvement after trade tensions had weighed on economic activity for much of 2019. More recently, countries that have reopened have seen marked improvement in some near-term economic indicators. Central banks and governments around the world have announced economic stimulus measures and pledged to continue doing what it takes to support their economies. In the U.S., the Federal Reserve has cut its benchmark interest rate to near zero and introduced similar programs that helped revive the U.S. economy after the 2008 financial crisis. The U.S. Government has approved three relief packages, including a $2 trillion-dollar package directly supporting businesses and individuals. The Coronavirus Aid, Relief and Economic Security Act, called the CARES Act, has provided direct payments and expanded unemployment benefits to individuals, loans and grants to small businesses, loans and other money to large corporations and funding for hospitals, public health, education and state and local governments. In the European Union, the European Central Bank recently increased the size of its Pandemic Emergency Purchase Program, known as PEPP, to $1.6 trillion from $878 billion and extended its duration to June 2021.

In the meantime, patience and a long-term perspective are key for investors. When market fluctuations are the leading headlines day after day, it’s tempting to “do something.” However, your long-term goals can’t be met with short-term thinking. We encourage you to talk to your financial professional, who can review your time horizon, risk tolerance and investment goals. On behalf of the other members of the Nuveen Fund Board, we look forward to continuing to earn your trust in the months and years ahead.

Sincerely,

 

LOGO

Terence J. Toth

Chair of the Board

September 22, 2020

 

 

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Portfolio Managers’ Comments

 

Nuveen Preferred & Income Opportunities Fund (JPC)

Nuveen Preferred and Income Term Fund (JPI)

Nuveen Preferred & Income Securities Fund (JPS)

Nuveen Preferred and Income 2022 Term Fund (JPT)

Nuveen Asset Management, LLC (NAM) and NWQ Investment Management Company, LLC (NWQ), both affiliates of Nuveen Fund Advisors, LLC, the Funds’ investment adviser, are sub-advisers for the Nuveen Preferred & Income Opportunities Fund (JPC). NAM and NWQ each manage approximately half of the Fund’s investment portfolio. Douglas Baker, CFA and Brenda Langenfeld, CFA, are the portfolio managers for the NAM team. The NWQ income-oriented investment team is led by Thomas J. Ray, CFA and Susi Budiman, CFA. The Nuveen Preferred and Income Term Fund (JPI) features management by NAM. Douglas Baker, CFA, and Brenda Langenfeld, CFA, have served as the Fund’s portfolio managers since its inception. The Nuveen Preferred & Income Securities Fund (JPS) is sub-advised by a team of specialists at Spectrum Asset Management, Inc. (Spectrum), a wholly owned subsidiary of Principal Global Investors Holding Company (U.S.), LLC. Mark Lieb and Phil Jacoby lead the team. The Nuveen Preferred and Income 2022 Term Fund (JPT) features management by NAM. Douglas Baker, CFA, and Brenda Langenfeld, CFA, have served as the Fund’s portfolio managers since its inception.

Here the team discusses economic and market conditions, their management strategies and the performance of the Funds for the twelve-month reporting period ended July 31, 2020.

What factors affected the U.S. economy and the markets during the twelve-month annual reporting period ended July 31, 2020?

The longest economic expansion in U.S. history came to an abrupt halt in early 2020 amid the COVID-19 coronavirus pandemic. To slow the spread of the virus, large portions of the economy were shut down, with companies closing either temporarily or permanently and most of the U.S. population under stay-at-home orders during March and April 2020. A phased reopening began toward the end of May, but the disruption to the economy has been swift and severe. In June 2020, the National Bureau of Economic Research announced that the economic expansion that began in June 2009 officially ended in February 2020, marking the start of a recession (a several months’ long contraction across the broad economy). As expected, the U.S. economy suffered a sharp contraction in the second quarter of 2020, with gross domestic product (GDP) down 32.9% on an annualized basis according to the Bureau of Economic Analysis “advance”

 

 

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

Certain statements in this report are forward-looking statements. Discussions of specific investments are for illustration only and are not intended as recommendations of individual investments. The forward-looking statements and other views expressed herein are those of the portfolio managers as of the date of this report. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements and the views expressed herein are subject to change at any time, due to numerous market and other factors. The Funds disclaim any obligation to update publicly or revise any forward-looking statements or views expressed herein.

For financial reporting purposes, the ratings disclosed are the highest rating given by one of the following national rating agencies: Standard & Poor’s (S&P), Moody’s Investors Service, Inc. (Moody’s) or Fitch, Inc. (Fitch). This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings, while BB, B, CCC, CC, C and D are below investment grade ratings. Holdings designated N/R are not rated by these national rating agencies.

Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.

 

5


Portfolio Managers’ Comments (continued)

 

estimate. GDP measures the value of goods and services produced by the nation’s economy less the value of the goods and services used up in production, adjusted for price changes. In the second quarter, steep declines in consumer spending, business investment and exports weighed on economic activity, offsetting increased government spending. By comparison, the annualized GDP growth rate shrank 5% in the first quarter of 2020, after expanding 2.4% in the fourth quarter of 2019 and 2.2% in 2019 overall.

Consumer spending, the largest driver of the economy, was well supported earlier in this reporting period by low unemployment, wage gains and tax cuts. However, the COVID-19 crisis containment measures drove a significant drop in consumer spending and a sharp rise in unemployment starting in March 2020. The Bureau of Labor Statistics said the unemployment rate rose to 10.2% in July 2020 from 3.7% in July 2019. The economy added 1.8 million jobs in July, but non-farm employment remained 12.9 million below the February 2020 level. The average hourly earnings rate appeared to soar, growing at an annualized rate of 4.8% in July 2020, despite the spike in unemployment. Earnings data were skewed by the concentration of job losses in lower-wage work, which effectively eliminated most of the low-wage data, resulting in an average of mostly higher numbers. The overall trend of inflation weakened considerably, which was attributed to large decreases in gasoline, apparel, air travel and lodging prices offsetting an increase in food prices. The Bureau of Labor Statistics said the Consumer Price Index (CPI) increased 1.0% over the twelve-month reporting period ended July 31, 2020 before seasonal adjustment.

Low mortgage rates and low inventory drove home prices moderately higher in this reporting period, although the period measured only partially reflects the shutdown. The S&P CoreLogic Case-Shiller U.S. National Home Price Index, which covers all nine U.S. census divisions, was up 4.3% year-over-year in June 2020 (most recent data available at the time this report was prepared). The 10-City and 20-City Composites reported year-over-year increases of 2.8% and 3.5%, respectively.

With economic momentum slowing in 2019 from 2018’s stronger pace, the U.S. Federal Reserve (Fed) cut its benchmark interest rate by 0.25% at each of the July 2019, September 2019 and October 2019 policy committee meetings. Markets registered disappointment with the Fed’s explanation that the rate cuts were a “mid-cycle adjustment,” rather than a prolonged easing period, and its signal that there would be no additional rate cuts in 2019. Also in the latter half of 2019, the Fed announced it would stop shrinking its bond portfolio sooner than scheduled, as well as began buying short-term Treasury bills to help money markets operate smoothly and maintain short-term borrowing rates at low levels. Fed Chairman Powell emphasized that the Treasury bill purchases were not a form of quantitative easing. The Fed continued its Treasury bill buying in January 2020, as well as left its benchmark interest rate unchanged, while noting the emerging COVID-19 risks.

As the outbreak spread to the U.S. and significant restrictions on social and economic activity were imposed starting in March 2020, the Fed enacted an array of emergency measures to stabilize the financial system and support the markets, including cutting its main interest rate to near zero, offering lending programs to aid small and large companies and allowing unlimited bond purchases, known as quantitative easing. There were no policy changes at the Fed’s April, June and July 2020 meetings, where Chairman Powell reiterated a commitment to keep rates near zero until the economy recovers and continued to issue a cautious outlook for the U.S. economy. Also at the July meeting, the Fed extended some of its pandemic funding facilities by another three months to December 2020.

Meanwhile, the U.S. government approved three aid packages, totaling more than $100 billion in funding to health agencies and employers offering paid leave and $2 trillion allocated across direct payments to Americans, an expansion of unemployment insurance, loans to large and small businesses, funding to hospitals and health agencies and support to state and local governments.

While trade and tariff policy drove market sentiment for most of the twelve-month reporting period, the outbreak of the novel coronavirus and its associated disease COVID-19 rapidly dwarfed all other market concerns starting in late February 2020. Equity and commodity markets sold-off and safe-haven assets rallied in March 2020 as China, other

 

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countries and then the United States initiated quarantines, restricted travel and shuttered factories and businesses. The potential economic shock was particularly difficult to assess, which amplified market volatility. An ill-timed oil price war between the Organization of the Petroleum Exporting Countries (OPEC) and non-OPEC member Russia, which caused oil prices to plunge in March 2020, exacerbated the market sell-off.

Outside the U.S., many countries implemented lockdowns and restrictions on business activity to reduce infection rates, with a deep impact to their economies. Pandemic responses included central bank monetary easing and quantitative easing, fiscal relief programs, the loosening of fiscal rules and, in the case of emerging markets, emergency financing and debt relief from bilateral creditors and international organizations such as the International Monetary Fund and World Bank. The U.K. formally exited the European Union (EU) at the end of January 2020, triggering the one-year transition period, but Brexit talks were temporarily paused during the virus lockdown. When negotiations resumed, the U.K. continued to indicate it would not seek an extension. Italy’s prime minister unexpectedly resigned in August 2019, and the newly formed coalition government appeared to take a less antagonistic stance towards the EU. To help relieve the coronavirus impact on Italy and other more indebted Southern European countries, the European Commission proposed a 750 billion aid program to be funded by all member states, which was unanimously approved in July 2020. In Asia, northern countries were among the first to successfully reduce infection rates and relax coronavirus restrictions, but pockets of the disease re-emerged. The widespread anti-government protests roiling Hong Kong throughout 2019 had dissipated amid the lockdown, but tensions flared in late May 2020 when China unexpectedly announced a national security law perceived as a threat to Hong Kong’s sovereignty. India took stringent lockdown steps in March 2020 but still saw a rapid increase in cases. Latin American countries entered the health crisis in already weakened positions, with high government debt and widespread civil unrest. Venezuela’s economic and political crisis continued to deepen. Argentina surprised the market with the return of a less market-friendly administration but continued to pursue a restructuring of its debt. Brazil’s Bolsonaro administration achieved a legislative win on pension reform but had not fully delivered on reviving economic growth. As the pandemic spread to Latin America, the inconsistent government responses, reduced testing capabilities, weaker health care systems, food shortages and public protests contributed to accelerating infection and death rates.

Prior to the COVID-19 crisis, global markets had become more bullish on the outlook for 2020 as trade policy and Brexit appeared to make progress at the end of 2019. The U.S. and China agreed on a partial trade deal, which included rolling back some tariffs, increasing China’s purchases of U.S. agriculture products and the consideration of intellectual property, technology and financial services rights. The “phase one” deal was signed on January 15, 2020. While much of the focus remained on the U.S.-China relationship, trade spats between the U.S. and Mexico, the EU, Brazil and Argentina also arose throughout the reporting period. In January 2020, the U.S. Congress fully approved the U.S., Mexico and Canada Agreement (USMCA), which replaces the North American Free Trade Agreement. With more clarity on trade deals, the trade-related deterioration in global manufacturing and export data was expected to improve. However, the COVID-19 crisis has since upended those assumptions. Furthermore, tensions between the U.S. and China escalated amid the pandemic, with both sides stoking resentment about the management of the health crisis, Hong Kong’s sovereignty, trade policy and technology issues.

For the twelve-month reporting period, the Blended Benchmark Index, which represents the combined preferred securities and CoCos universe, returned 5.13%. While the ICE BofA Fixed Rate Preferred Securities Index returned 5.11% and the ICE BofA U.S. All Capital Securities Index retuned 5.29%. All broad sub-categories within the Blended Benchmark Index posted positive returns during the annual reporting period, except for the energy sector. On average, CoCo securities modestly underperformed the Blended Benchmark Index during the reporting period. Within the preferred securities segment, $1,000 par preferred structures outperformed $25 par preferred structures. Interestingly enough, despite the 10-year U.S. treasury rate falling almost 150 basis points during the twelve month reporting period, performance differential between fixed-rate coupon structures and non-fixed-rate coupon structures was almost negligible, with non-fixed-rate coupon structures ironically outperforming fixed-rate coupon securities at the margin.

 

7


Portfolio Managers’ Comments (continued)

 

What key strategies were used to manage the Funds during this twelve-month reporting period ended July 31, 2020 and how did these strategies influence performance?

Nuveen Preferred & Income Opportunities Fund (JPC)

The table in the Performance Overview and Holding Summaries section of this report provides total return performance for the Fund for the one-year, five-year and ten-year periods ended July 31, 2020. For the twelve-month reporting period ended July 31, 2020, the Fund’s common shares at net asset value (NAV) underperformed the ICE BofA U.S. All Capital Securities Index and the JPC Blended Benchmark.

JPC seeks to provide high current income and secondarily, total return, by investing at least 80% of its managed assets in preferred securities and contingent capital securities (sometimes referred to as “CoCos”), and permitting it to invest up to 20% opportunistically over the market cycle in other types of securities, primarily income oriented securities such as corporate and taxable municipal debt and common equity.

JPC is managed by two experienced portfolio teams with distinctive, complementary approaches to the preferred market, each managing its own “sleeve” of the portfolio. NAM employs a debt-oriented approach that combines top down relative value analysis of industry sectors with fundamental credit analysis. NWQ’s investment process identifies undervalued securities within a company’s capital structure that offer the most attractive risk/reward potential. This multi-team approach gives investors access to a broader investment universe with greater diversification potential.

Nuveen Asset Management (NAM)

For the portion of the Fund managed by NAM, the Fund seeks to achieve its investment objective of providing a high level of current income and total return by investing in preferred securities and other income producing securities, which include, but are not limited to, contingent capital securities (aka, CoCos). The Fund seeks to benefit from strong credit fundamentals across the largest sectors within the issuer base, as well as the category’s healthy yield level. In addition, NAM will actively manage its sleeve to allocate both interest rate and credit risk consistent with its outlook for the broader financial markets, as well as to capitalize on inefficiencies that often arise between the $25 par retail and the $1,000 par institutional sides of the market. The Fund’s strategy has a bias toward highly regulated sectors, such banks, insurance companies and utilities, with the intent to benefit from the added security of regulatory oversight.

NAM employs a credit-based investment approach, using a bottom-up approach that includes fundamental credit research, security structure selection, and option adjusted spread (OAS) analysis, while also incorporating a top-down process to position the portfolio in a manner that reflects the investment team’s overall macro-economic outlook. The process begins with identifying the primary investable universe of $1,000 par preferred, $25 par preferred, and CoCo securities. In an effort to capitalize on the inefficiencies between different investor bases within this universe, NAM tactically and strategically shifts capital between the various segments of the market. Periods of volatility may drive material differences in valuations between the $25 par preferred, $1,000 par preferred, and CoCo markets. This divergence is often related to differences in how retail and institutional investors measure and price risk, as well as differences in retail and institutional investors’ ability to source substitute investments. In addition, technical factors such as new issue supply or redemption activity may also influence the relative valuations between the $25 par preferred, $1,000 par preferred market and CoCo markets.

During the twelve-month reporting period, the Blended Benchmark Index for the sleeve managed by NAM, which represents the combined preferred securities and CoCos markets, returned 5.13%. This figure fell between both comparable financial senior debt and financial equities. NAM typically expects the Blended Benchmark Index to perform between these two categories given the hybrid nature of its constituent securities. During the reporting period, investment performance was positive across all broad categories within the market, except for the energy sector which posted negative returns on average. Fortunately, the energy sector is a relatively small sub-category within the asset class representing approximately 3% exposure within the Blended Benchmark Index, and less than 1.5% exposure in NAM’s sleeve as of the end of the reporting period.

 

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Taking a closer look at asset class level performance, the positive absolute returns were driven primarily by a combination of lower interest rates and the generous yield of the asset class. These two factors combined to more than offset the impact of wider credit spreads during the reporting period. Credit spreads moved wider reflecting an overall increase in risk premiums, resulting primarily from the COVID-19 crisis, and further exacerbated by geopolitical headlines related to U.S. and China tensions, discord between members of OPEC and lack of any meaningful progress regarding Brexit negotiations. Despite the COVID-19’s extraordinary human toll, ensuing economic damage has been somewhat offset by unprecedented monetary and fiscal policy responses both here in the U.S. and globally. With the Fed aggressively easing monetary policy, and investors seeking safe-haven alternatives, the 10-year US Treasury yield decreased by almost 150 basis points between the beginning and the end of the reporting period. While option adjusted spreads (OAS) were well off the wide levels touched in March 2020, OAS for the Blended Benchmark Index was still over 100 basis points wider as of July 31, 2020 compared to a year earlier. Within the Blended Benchmark Index, on an absolute basis, the average OAS for CoCos stood at 460 basis points as of July 31, 2020, still significantly higher than the average OAS of 228 basis points for the combined $25 par and $1,000 par preferred securities market. Since its inception, the CoCo segment typically has traded at a wider OAS versus the preferred security market. The difference in OAS arguably is due to a combination of both technical and fundamental factors. From a technical perspective, CoCos are excluded from many broad aggregate fixed income indexes, thus limiting the investor base. From a fundamental perspective, the CoCo market is dominated by non-U.S. banks and thus may be perceived as relatively riskier at the margin. In NAM’s opinion, there is another factor. NAM feels that investor’s misconception that CoCos inherently are more risky than preferred securities also contributes to the seemingly persistent higher average OAS levels for CoCos versus preferred securities.

During the twelve-month reporting period, OAS for the preferred securities on average increased more than the CoCo market. In NAM’s opinion, the relative underperformance of preferred securities’ OAS was due primarily to the $25 par preferred market. At the beginning of the reporting period, average OAS for $25 par preferred securities was -65 basis points and was likely due for a correction regardless of the COVID-19 crisis or other headlines during the reporting period. Further, considering the severe deterioration of market conditions and retail investors often react to such developments in a more extreme manner than institutional investors, coupled with the low average OAS for $25 par preferred securities at the onset of the reporting period, it is not a surprise that the $25 par preferred market underperformed.

Despite the rather dire economic backdrop during the latter half of the reporting period, the fundamental credit story of the Fund’s largest sector, the bank sector, remained intact. The regularly scheduled 2020 U.S. bank stress test results released in late June again validated the resiliency of U.S. bank balance sheets. This year, the Fed supplemented the Dodd-Frank Act Stress Test (DFAST) with an added sensitivity analysis, the goal of which was to examine the banks’ vulnerabilities under the pall of the COVID-19 crisis. The assumptions and variables used to conduct the sensitivity analysis were significantly more devastating versus those used in the severely adverse scenario of the standard DFAST. For example, the sensitivity analysis included a scenario where GDP contracted 37.5% and another where peak unemployment hit 19.5%. Other calamitous assumptions were ported over from the DFAST such as the 50% drop in equity markets, 28% drop in residential home prices and 35% drop in commercial real estate prices. The sensitivity analysis was run to account for three different recovery scenarios; V-shaped, U-shaped, and W-shaped. Even under the scenario where banks were assumed to incur $700 billion of losses, a staggering number, all 33 banks still were forecast to exceed their minimum regulatory minimum capital requirement. It is important to note that these sensitivity tests did not take into account several mitigating variables such as unemployment insurance, the Paycheck Protection Plan, the CARES Act and various Federal Reserve lending facilities, all of which would directly and indirectly benefit the bank sector. NAM believes if one couples the above stress test results with better than expected second quarter earnings for the U.S. and European bank sectors, and better than expected capital levels, then in NAM’s opinion the fundamental story underlying our largest sector remains intact.

 

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Portfolio Managers’ Comments (continued)

 

NAM incorporated several active themes relative to the Blended Benchmark Index during the reporting period, including an underweight to CoCos and a corresponding overweight to domestic issuers, an overweight to the $1,000 par side of the market and an overweight to securities that have coupons with reset features (floating rate, fixed-to-floating rate, and fixed-rate reset).

During the reporting period, the underweight to CoCos contributed to relative performance versus the Blended Benchmark Index, as CoCos underperformed during the reporting period. Also contributing to relative performance within our CoCo allocation was positive selection bias. NAM’s allocation to CoCos is primarily expressed through Additional Tier 1 (AT1) structures, whereas the CoCo component of the Blended Benchmark is comprised of both AT1 and Tier 2 Capital (T2) structures. NAM will typically focus on AT1 CoCo structures for NAM’s strategies as they more closely reflect preferred securities’ positioning within the issuer’s balance sheet. AT1 securities tend to have a higher beta with respect to overall market performance versus T2 securities. During periods where performance is generally positive for the CoCo universe, as was the case for this reporting period, NAM expects AT1 structures to outperform T2, and vice versa. As of July 31, 2020, approximately 12% of the CoCo index consisted of T2 structures.

Within the preferred securities universe, $25 par preferred securities on average underperformed $1,000 par preferred securities. As a result, NAM’s underweight to those structures was accretive to the Fund’s relative performance. As has been the case for some time, NAM has maintained an overweight to $1,000 par securities for two primary reasons, relative value and interest rate risk management. First, with respect to relative value, the $1,000 par side of the market continues to be significantly cheaper than the $25 par side of the market on an OAS basis. At the beginning of the reporting period, the average OAS for the $25 par preferred market was -65 basis points versus average OAS of +235 basis points for the $1,000 par preferred market. At the end of the reporting period, average OAS for the $25 par preferred market was +134 basis points, or almost 200 basis points wider during the twelve-month reporting period. On the other hand, $1,000 par preferreds’ average OAS as of July 31, 2020 stood at +300 basis points, or only about 65 basis points wider over the same period. Despite $25 par preferreds underperformance during the most recent reporting period, they still appear potentially overvalued on an OAS basis versus $1,000 par preferreds. In NAM’s opinion, the relative value thesis for being overweight $1,000 par preferreds remains intact.

In reporting periods that experience significant headline risk or other forms of distress, it is not uncommon for the $25 par preferred market to underperform the $1,000 par preferred market. $25 par preferred valuations are more heavily influenced by retail investors’ behavioral anomalies and ETF flows compared to the $1,000 par side of the market. Historically, the retail investor has exhibited more of an emotional response to distressed markets compared to institutional investors. The extreme market conditions brought about by the COVID-19 crisis coupled with retail investors’ emotional response to aggressively reduce risk and that $25 par preferred securities began the reporting period with average OAS in negative territory, it is not overly surprising that $25 par OAS increased to a level that offset much of the benefit those securities derived from lower interest rates.

During the reporting period, securities with non-fixed-rate coupons marginally outperformed those with fixed-rate coupons. On the surface, this might appear surprising given that the 10-year U.S. Treasury rate decreased by almost 150 basis points between the beginning and the end of the reporting period. All else equal fixed-rate coupon structures should respond more favorably to a drop in interest rates compared to securities with non-fixed-rate coupons. However, it is NAM’s opinion that the previously mentioned relative performance between $25 par preferreds and $1,000 par preferreds had implications for the relative performance between fixed-rate and non-fixed-rate coupon structures. As a reminder, most $25 par preferred securities are fixed-rate coupon structures, while $1,000 par securities are non-fixed-rate securities. Given that $25 par preferreds underperformed during the reporting period, which also played a significant role in fixed-rate coupon structures underperforming as well.

The NAM sleeve underperformed its Blended Benchmark during the reporting period. The primary drivers for the underperformance included and average duration that was modestly shorter than the Blended Benchmark Index during the

 

10


 

reporting period, as well as selection bias within the $25 par preferred and $1,000 par preferred allocations. With respect to the latter, preferreds issued by General Electric Co, AerCap Global Aviation Trust and Security Benefit Life were the largest detractors to relative performance resulting from selection bias. NAM’s credit research team maintains conviction in the underlying credit fundamentals of all three of these companies and expects all three to navigate successfully through the current crisis. NAM anticipates that over time, the market will adopt a view closer to NAM’s and the security-level valuations will respond accordingly. However, as with any of the credits within the Fund, should a credit research analyst’s opinion change, or should the risk-adjusted relative value proposition of holding a security change, NAM will adjust the exposure accordingly.

With respect to NAM’s effort to manage interest rate risk, NAM’s overweight to $1,000 par preferred securities served to gain greater exposure to non-fixed-rate coupon securities, like floating rate coupons, fixed-to-floating rate coupons, and fixed-to-fixed rate coupons. These structures are more common on the $1,000 par preferred side of the market and historically they have been effective at managing duration and duration extension risk during periods of rising interest rates. While admittedly NAM is not overly concerned about a near-term spike in interest rates, NAM will continue to exercise caution given the (1) current absolute low levels of interest rates, (2) unprecedented monetary and fiscal policy responses globally to the COVID-19 crisis, and (3) the Fed’s recent announcement that it may allow for inflation to run higher in the future to make-up for it running below the Fed’s 2% target for the past few years. As of July 31, 2020, the NAM sleeve had about 90% of its assets invested in securities that have coupons with reset features, compared to approximately 74% within the Blended Benchmark Index.

The Fund used short interest rate futures during the reporting period to manage its exposure to various points along the yield curve, with a net effect of decreasing the Fund’s overall interest rate sensitivity. During the reporting period, the interest rate futures had a negative impact on overall Fund performance.

NWQ

For the portion of the Fund managed by NWQ, the Fund seeks to achieve high income and a measure of capital appreciation. While the Fund’s investments are primarily preferred securities, a portion allows the flexibility to invest across the capital structure in any type of debt, preferred or equity securities offered by a particular company. The portfolio management team then evaluates all available investment choices within a selected company’s capital structure to determine the portfolio investment that may offer the most favorable risk-adjusted return potential. The Fund’s portfolio is constructed with an emphasis on seeking a sustainable level of income and an overall analysis for downside risk management.

The ICE BofA Fixed Rate Preferred Securities Index returned 5.11% for the reporting period. Similar to other risk assets, the preferred market benefited from central bank support and encouraging economic data. While preferred securities trailed investment grade bonds, they outperformed high yield bonds for the reporting period.

During the reporting period, NWQ’s preferred and investment grade bond holdings contributed to absolute performance, while the Fund’s equity and convertible holdings detracted from performance. NWQ’s holdings in insurance and banking contributed to the Fund’s absolute performance, while the Fund’s financials and utilities holdings were detractors.

During the reporting period, several individual holdings contributed to absolute performance, including ViacomCBS Inc. The company reported solid first quarter 2020 results, with strong growth in streaming and film, offset somewhat by a pickup in cord-cutting and pressure in advertising. Management affirmed its commitment to investment grade ratings, as well as its target gross leverage ratio of 2.75 times, noting that it would not repurchase any shares until it reaches the target. It also strengthened its liquidity profile through debt issuance to push out near term maturities and implemented further cost cuts. In addition, the preferred stock of National General Holdings Corp. contributed to performance on better than expected earnings despite the COVID-19 crisis related headwinds. Strong performance was seen across

 

11


Portfolio Managers’ Comments (continued)

 

both the property & casualty and accident & health segments. The company’s focus on specialty insurance markets has enabled it to effectively operate within niches that allow it to leverage its fully integrated technology platform. Lastly NextEra Energy Capital Holding Inc. contributed to performance. Growth has been strong at its Florida regulated utility as well as its renewable business. NWQ continues to hold the positions.

Several holdings detracted from absolute performance, including the convertible preferred stock of CenterPoint Energy Inc. Shares fell sharply after the Public Utilities Commission of Texas (PUCT) discussed CenterPoint Energy’s outstanding Houston electric rate case that indicated a lower than expected return on equity. Investors expected that there would be potential for significant equity needs if the final decision is in line with what the PUCT discussed. The Fund continues to hold CenterPoint Energy. In addition, General Electric 5% preferred was another detractor to performance. Efforts to delever the industrial balance sheet remain underway but the aviation unit is expected to feel the largest impact from the COVID-19 crisis. Furthermore, downside risks remain as management continued to stem losses in Power and Renewable business under a challenging macro environment and expect free cash flow to remain negative near term. Lastly, CIT Group Inc. preferred stock lagged during the reporting period as CIT continued to face headwinds from credit deterioration and revenue declines due to the COVID-19 crisis. The company posted a loss in first quarter 2020 on a large provision hit to reserve build, although management expected provisions to be lower in second quarter of 2020. The ill-timed acquisition of Mutual of Omaha Bank in February 2020 further eroded CIT’s capital ratios. The path back to a 10.5% CET1 ratio has been pushed further into the future with additional credit cost pressures and margin compression. NWQ continues to hold the position.

Nuveen Preferred and Income Term Fund (JPI)

The table in the Performance Overview and Holding Summaries section of this report provides total return performance for the Fund for the one-year, five-year and since inception periods ended July 31, 2020. For the twelve-month reporting period ended July 31, 2020, the Fund’s common shares at net asset value (NAV) underperformed the ICE BofA U.S. All Capital Securities Index and the JPI Blended Benchmark Index.

The Fund seeks to achieve its investment objective of providing a high level of current income and total return by investing in preferred securities and other income producing securities, which include, but are not limited to, contingent capital securities (CoCos). The Fund seeks to benefit from strong credit fundamentals across the asset class’ largest sectors, as well as the category’s healthy yield. In addition, the management team will actively allocate to both interest rate and credit risk consistent with its outlook for the broader financial markets, while seeking to capitalize on inefficiencies that often arise between the $25 par retail and the $1,000 par institutional sides of the market. The Fund’s strategy has a bias toward highly regulated sectors, such banks, insurance companies and utilities, with the intent to benefit from the added security of regulatory oversight.

NAM employs a credit-based investment approach, using a bottom-up approach that includes fundamental credit research, security structure selection, and option adjusted spread (OAS) analysis, while also incorporating a top-down process to position the portfolio in a manner that reflects the investment team’s overall macro-economic outlook. The process begins with identifying the primary investable universe of $1,000 par preferred, $25 par preferred, and CoCo securities. In an effort to capitalize on the inefficiencies between different investor bases within this universe, NAM tactically and strategically shifts capital between the various segments of the market. Periods of volatility may drive material differences in valuations between the $25 par preferred, $1,000 par preferred, and CoCo markets. This divergence is often related to differences in how retail and institutional investors measure and price risk, as well as differences in retail and institutional investors’ ability to source substitute investments. In addition, technical factors such as new issue supply or redemption activity may also influence the relative valuations between the $25 par preferred, $1,000 par preferred market and CoCo markets.

During the twelve-month reporting period, the Blended Benchmark Index which represents the combined preferred securities and CoCos markets, returned 5.13%. This figure fell between both comparable financial senior debt and

 

12


 

financial equities. NAM typically expects the Blended Benchmark Index to perform between these two categories given the hybrid nature of its constituent securities. During the reporting period, investment performance was positive across all broad categories within the market, except for the energy sector which posted negative returns on average. Fortunately, the energy sector is a relatively small sub-category within the asset class representing approximately 3% exposure within the Blended Benchmark Index and less than 1.5% exposure in NAM’s sleeve as of the end of the reporting period.

Taking a closer look at asset class level performance, the positive absolute returns were driven primarily by a combination of lower interest rates and the generous yield of the asset class. These two factors combined to more than offset the impact of wider credit spreads during the reporting period. Credit spreads moved wider reflecting an overall increase in risk premiums, resulting primarily from the COVID-19 crisis and further exacerbated by geopolitical headlines related to U.S. and China tensions, discord between members of OPEC and lack of any meaningful progress regarding Brexit negotiations. Despite the COVID-19’s extraordinary human toll, ensuing economic damage has been somewhat offset by unprecedented monetary and fiscal policy responses both here in the U.S. and globally. With the Fed aggressively easing monetary policy, and investors seeking safe-haven alternatives, the 10-year US Treasury yield decreased by almost 150 basis points between the beginning and the end of the reporting period. While option adjusted spreads (OAS) were well off the wide levels touched in March 2020, OAS for the Blended Benchmark Index was still over 100 basis points wider as of July 31, 2020 compared to a year earlier. Within the Blended Benchmark Index, on an absolute basis, the average OAS for CoCos stood at 460 basis points as of July 31, 2020, still significantly higher than the average OAS of 228 basis points for the combined $25 par and $1,000 par preferred securities market. Since its inception, the CoCo segment typically has traded at a wider OAS versus the preferred security market. The difference in OAS arguably is due to a combination of both technical and fundamental factors. From a technical perspective, CoCos are excluded from many broad aggregate fixed income indices, thus limiting the investor base. From a fundamental perspective, the CoCo market is dominated by non-U.S. banks and thus may be perceived as relatively riskier at the margin. In NAM’s opinion, there is another factor. NAM feels that investor’s misconception that CoCos inherently are more risky than preferred securities also contributes to the seemingly persistent higher average OAS levels for CoCos versus preferred securities.

During the twelve-month reporting period, OAS for the preferred securities on average increased more than the CoCo market. In NAM’s opinion, the relative underperformance of preferred securities’ OAS was due primarily to the $25 par preferred market. At the beginning of the reporting period, average OAS for $25 par preferred securities was -65 basis points and was likely due for a correction regardless of the COVID-19 crisis or other headlines during the reporting period. Further, considering the severe deterioration of market conditions and retail investors often react to such developments in a more extreme manner than institutional investors, coupled with the low average OAS for $25 par preferred securities at the onset of the reporting period, it is not a surprise that the $25 par preferred market underperformed.

Despite the rather dire economic backdrop during the latter half of the reporting period, the fundamental credit story of the Fund’s largest sector, the bank sector, remained intact. The regularly scheduled 2020 U.S. bank stress test results released in late June 2020 again validated the resiliency of U.S. bank balance sheets. This year, the Fed supplemented the Dodd-Frank Act Stress Test (DFAST) with an added sensitivity analysis, the goal of which was to examine the banks’ vulnerabilities under the pall of the COVID-19 crisis. The assumptions and variables used to conduct the sensitivity analysis were significantly more devastating versus those used in the severely adverse scenario of the standard DFAST. For example, the sensitivity analysis included a scenario where GDP contracted 37.5% and another where peak unemployment hit 19.5%. Other calamitous assumptions were ported over from the DFAST such as the 50% drop in equity markets, 28% drop in residential home prices and 35% drop in commercial real estate prices. The sensitivity analysis was run to account for three different recovery scenarios; V-shaped, U-shaped, and W-shaped. Under the worst of the scenarios, the 33 banks subject to this year’s exams were forecasted to incur $700 billion in aggregate loan

 

13


Portfolio Managers’ Comments (continued)

 

losses. Despite this astonishing number, all 33 banks still were forecast to maintain a common equity tier 1 (CET1) ratio above their 4.5% minimum requirement. It is important to note that these sensitivity tests did not take into account several mitigating variables such as unemployment insurance, the Paycheck Protection Plan, the CARES Act and various Federal Reserve lending facilities. NAM believes if one couples the above stress test results with better than expected second quarter earnings for the U.S. and European bank sectors, and better than expected capital levels, then in NAM’s opinion the fundamental story underlying our largest sector remains intact.

NAM incorporated several active themes relative to the Blended Benchmark Index during the reporting period, including an underweight to CoCos and a corresponding overweight to domestic issuers, an overweight to the $1,000 par side of the market and an overweight to securities that have coupons with reset features (floating rate, fixed-to-floating rate, and fixed-rate reset).

During the reporting period, the underweight to CoCos contributed to relative performance versus the Blended Benchmark Index, as CoCos underperformed during the reporting period. Also contributing to relative performance within our CoCo allocation was positive selection bias. NAM’s allocation to CoCos is primarily expressed through Additional Tier 1 (AT1) structures, whereas the CoCo component of the Blended Benchmark is comprised of both AT1 and Tier 2 Capital (T2) structures. NAM will typically focus on AT1 CoCo structures for NAM’s strategies as they more closely reflect preferred securities’ positioning within the issuer’s balance sheet. AT1 securities tend to have a higher beta with respect to overall market performance versus T2 securities. During periods where performance is generally positive for the CoCo universe, as was the case for this reporting period, NAM expects AT1 structures to outperform T2, and vice versa. As of July 31, 2020, approximately 12% of the CoCo index consisted of T2 structures.

Within the preferred securities universe, $25 par preferred securities on average underperformed $1,000 par preferred securities. As a result, NAM’s underweight to those structures was accretive to the Fund’s relative performance. As has been the case for some time, NAM has maintained an overweight to $1,000 par securities for two primary reasons, relative value and interest rate risk management. First, with respect to relative value, the $1,000 par side of the market continues to be significantly cheaper than the $25 par side of the market on an OAS basis. At the beginning of the reporting period, the average OAS for the $25 par preferred market was -65 basis points versus average OAS of +235 basis points for the $1,000 par preferred market. At the end of the reporting period, average OAS for the $25 par preferred market was +134 basis points, or almost 200 basis points wider during the twelve-month reporting period. On the other hand, $1,000 par preferreds’ average OAS as of July 31, 2020 stood at +300 basis points, or only about 65 basis points wider over the same period. Despite $25 par preferreds underperformance during the most recent reporting period, they still appear potentially overvalued on an OAS basis versus $1,000 par preferreds. In NAM’s opinion, the relative value thesis for being overweight $1,000 par preferreds remains intact.

In reporting periods that experience significant headline risk or other forms of distress, it is not uncommon for the $25 par preferred market to underperform the $1,000 par preferred market. $25 par preferred valuations are more heavily influenced by retail investors’ behavioral anomalies and ETF flows compared to the $1,000 par side of the market. Historically, the retail investor has exhibited more of an emotional response to distressed markets compared to institutional investors. The extreme market conditions brought about by COVID-19 coupled with retail investors’ emotional response to aggressively reduce risk and $25 par preferred securities began the reporting period with average OAS in negative territory, it is not overly surprising that $25 par OAS increased to a level that offset much of the benefit those securities derived from lower interest rates.

During the reporting period, securities with non-fixed-rate coupons marginally outperformed those with fixed-rate coupons. On the surface, this might appear surprising given that the 10-year U.S. Treasury rate decreased by almost 150 basis points between the beginning and the end of the reporting period. All else equal fixed-rate coupon structures should respond more favorably to a drop in interest rates compared to securities with non-fixed-rate coupons. However, it is NAM’s opinion that the previously mentioned relative performance between $25 par preferreds and $1,000 par

 

14


 

preferreds had implications for the relative performance between fixed-rate and non-fixed-rate coupon structures. As a reminder, most $25 par preferred securities are fixed-rate coupon structures, while $1,000 par securities are non-fixed-rate securities. Given that $25 par preferreds underperformed during the reporting period, which also played a significant role in fixed-rate coupon structures underperforming as well.

JPI underperformed its Blended Benchmark during the reporting period. The primary drivers for the underperformance included and average duration that was modestly shorter than the Blended Benchmark Index during the reporting period, as well as selection bias within the $25 par preferred and $1,000 par preferred allocations. With respect to the latter, preferreds issued by General Electric Co, AerCap Global Aviation Trust and Security Benefit Life were the largest detractors to relative performance resulting from selection bias. NAM’s credit research team maintains conviction in the underlying credit fundamentals of all three of these companies and expects all three to navigate successfully through the current crisis. NAM anticipates that over time, the market will adopt a view closer to NAM’s and the security-level valuations will respond accordingly. However, as with any of the credits within the Fund, should a credit research analyst’s opinion change, or should the risk-adjusted relative value proposition of holding a security change, NAM will adjust the exposure accordingly.

With respect to NAM’s effort to manage interest rate risk, NAM’s overweight to $1,000 par preferred securities served to gain greater exposure to non-fixed-rate coupon securities, like floating rate coupons, fixed-to-floating rate coupons, and fixed-to-fixed rate coupons. These structures are more common on the $1,000 par preferred side of the market and historically they have been effective at managing duration and duration extension risk during periods of rising interest rates. While admittedly NAM is not overly concerned about a near-term spike in interest rates, NAM will continue to exercise caution given the (1) current absolute low levels of interest rates, (2) unprecedented monetary and fiscal policy responses globally to the COVID-19 crisis, and (3) the Fed’s recent announcement that it may allow for inflation to run higher in the future to make-up for it running below the Fed’s 2% target for the past few years. As of July 31, 2020, the Fund had about 90% of its assets invested in securities that have coupons with reset features, compared to approximately 74% within the Blended Benchmark Index.

The Fund used short interest rate futures during the reporting period to manage its exposure to various points along the yield curve, with a net effect of decreasing the Fund’s overall interest rate sensitivity. During the reporting period, the interest rate futures had a negative impact on overall Fund performance.

Nuveen Preferred & Income Securities Fund (JPS)

The table in the Performance Overview and Holding Summaries section of this report provides total return performance for the Fund for the one-year, five-year and ten-year periods ended July 31, 2020. For the twelve-month reporting period ended July 31, 2020, the Fund’s common shares at net asset value (NAV) underperformed the ICE BofA U.S. All Capital Securities Index and the JPS Blended Benchmark.

The investment objective of the Fund is to seek high current income consistent with capital preservation with a secondary objective to enhance portfolio value relative to the broad market for preferred securities. Under normal market conditions, the Fund seeks to invest at least 80% of its net assets in preferred and other income-producing securities, including hybrid securities such as contingent capital securities (CoCos). At least 50% is invested in securities that are rated investment grade.

The basic strategy of the Fund calls for investing in junior subordinated, high income securities of companies with investment grade ratings. Spectrum has tactical exposure to both institutional sectors of the junior subordinated capital securities, which includes both preferred and CoCos.

As of July 31, 2020, the Fund had 47.1% allocation to the $1,000 par institutional sector of the preferred securities market, 11.7% allocation to $25 par retail sector and 36.2% allocation to the CoCos sector, with the remaining in Corporate Bonds, Convertible Preferred Securities, Investment Companies and cash.

 

15


Portfolio Managers’ Comments (continued)

 

The reporting period began with the Fed announcing additional rate cuts in September and October 2019, which brought the federal funds rate down to 1.5%. During September 2019, the funding markets faced a spike in short-term rates which forced the Fed to intervene in the repurchase (repo) market after two years of automatic balance sheet run offs or reductions. This sent equities soaring and credit spreads tighter. Fed policy combined with already active quantitative easing (QE) in Europe drove performance higher through the second half of 2019 and into February 2020 when credit spreads and yields hit cycle lows. Then, the COVID-19 crisis hit the U.S. economy causing one of the most severe economic contractions since the Great Depression. There was a significant amount of initial deleveraging in markets impelled by the rush to cash by investors and to pull down bank lines by corporations. By the end of March 2020, massive record monetary policy support had been implemented by the Fed and other central banks in coordinated efforts to stem the liquidity squeeze that hit all markets including the U.S. treasury market. From the end of March through July 2020 the Fund almost fully recovered from the COVID-19 crisis losses, ending the reporting down -1.29%.

Credit spreads in the Fund’s sectors closed the period more than one standard deviation wider than more senior financials. The hybrid sectors lagged more than senior corporate credit sectors, but still represent compelling relative value. In addition, junior subordinated capital securities have structures that can reset yields for the Fund even if U.S. Treasury rates do eventually rise.

Factors that contributed to the Fund’s underperformance included the sudden and significant liquidity demands during March 2020, which impelled the most rapid price decline since the 2008 financial crisis, even though the circumstances of the credit crunch were uniquely different. Importantly, global banks were well prepared from a credit perspective and represent part of the solution, yet the shelter in place orders that halted the economy were unprecedented. It repriced every asset class before the Fed stepped in to address liquidity. For preferred securities, generally, the lower the current coupon and the spread between when the security is either called at par or if not called, when the coupon is reset for a further period, the worse the security performed. The $25 par preferred stock sector was the primary detractor from performance, followed by the MLP (energy) sector and utility hybrids. Individual detractors from performance included KeyCorp, TransCanada Trust and Emera Inc. The Fund continues to maintain exposure to each of these holdings.

Contributing to the Fund’s performance during the reporting period was its underweight to the $25 par retail sector. Option adjusted spreads (OAS) tend to be lower in the retail sector, generally less than the $1,000 par institutional sector. The underweight benefited performance during the reporting period as prices in the $25 par sector declined 10 basis points more than the $1,000 par sector during the first quarter of 2020 due to the COVID-19 crisis. The new issuance market reopened by the end of April 2020 and helped to drive prices higher as demand for each deal was oversubscribed. The U.S. Bank $1,000 par preferred stock sector benefited the Fund’s performance the most, followed by $1,000 par insurance hybrids and non-U.S. banks additional tier1 (AT1) securities. Top individual contributors to performance during the reporting period included Charles Schwab Corp, MetLife Inc. and Barclays PLC.

Nuveen Preferred and Income 2022 Term Fund (JPT)

The table in the Performance Overview and Holding Summaries section of this report provides total return performance for the Fund for the one-year and since inception periods ended July 31, 2020. For the twelve-month reporting period ended July 31, 2020, the Fund’s common shares at net asset value (NAV) underperformed the ICE BofA U.S. All Capital Securities Index.

The Fund seeks to achieve its investment objective of providing a high level of current income and total return by investing in preferred securities and other income producing securities. The Fund’s portfolio is actively managed, seeking to capitalize on strong credit fundamentals and intense regulatory oversight across our largest sectors, the category’s healthy yield level, and inefficiencies that often evolve between the $25 par retail and the $1,000 par institutional sides of the market. The Fund’s strategy has a bias toward highly regulated industries, like utilities, banks and insurance companies, with a current emphasis broadly on financial services companies. The Fund does not invest in contingent capital securities (otherwise known as CoCos).

 

16


 

NAM employs a credit-based investment approach, using a bottom-up approach that includes fundamental credit research, security structure selection and option adjusted spread (OAS) analysis, while also incorporating a top-down process to position the portfolio in a manner that reflects the investment team’s overall macro-economic outlook. The process begins with identifying the primary investable universe of $1,000 par preferred and $25 par preferred securities. In an effort to capitalize on the inefficiencies between different investor bases within this universe, NAM tactically and strategically shifts capital between the various segments of the market. Periods of volatility may drive material differences in valuations between the $1,000 par preferred and $25 par preferred markets. This divergence is often related to differences in how retail and institutional investors measure and price risk, as well as differences in retail and institutional investors’ ability to source substitute investments. In addition, technical factors such as new issue supply or redemption activity may also influence the relative valuations between the $1,000 par preferred and the $25 par preferred markets.

During the twelve-month reporting period, the Blended Benchmark Index which represents the $1,000 par preferred and the $25 par preferred markets, returned 5.29%. This figure fell between both comparable financial senior debt and financial equities. NAM typically expects the Blended Benchmark Index to perform between these two categories given the hybrid nature of its constituent securities. During the reporting period, investment performance was positive across all broad categories within the market, except for the energy sector which posted negative returns on average. Fortunately, the energy sector is a relatively small sub-category within the asset class representing approximately 3% exposure within the Blended Benchmark Index, and less than 1.5% exposure in NAM’s sleeve as of the end of the reporting period.

Taking a closer look at asset class level performance, the positive absolute returns were driven primarily by a combination of lower interest rates and the generous yield of the asset class. These two factors combined to more than offset the impact of wider credit spreads during the reporting period. Credit spreads moved wider reflecting an overall increase in risk premiums, resulting primarily from the COVID-19 crisis and further exacerbated by geopolitical headlines related to U.S. and China tensions, discord between members of OPEC and lack of any meaningful progress regarding Brexit negotiations. Despite COVID-19’s extraordinary human toll, ensuing economic damage has been somewhat offset by unprecedented monetary and fiscal policy responses both here in the U.S. and globally. With the Fed aggressively easing monetary policy, and investors seeking safe-haven alternatives, the 10-year US Treasury yield decreased by almost 150 basis points between the beginning and the end of the reporting period. While option adjusted spreads (OAS) were well off the wide levels touched in March 2020, OAS for the Benchmark Index was still about 125 basis points wider as of July 31, 2020 compared to a year earlier.

During the reporting period OAS for $25 par preferred securities on average increased more than $1,000 par preferreds. At the beginning of the reporting period, average OAS for $25 par preferred securities was -65 basis points, while average OAS for $1,000 par securities was +235 basis points. As a result, $25 par preferreds may have been due for a correction regardless of the COVID-19 crisis or other headlines during the reporting period. Considering the severe deterioration of market conditions and retail investors often react to such developments in a more extreme manner than institutional investors, coupled with the low average OAS for $25 par preferred securities at the onset of the reporting period, it is not a surprise that the $25 par preferred market underperformed.

Despite the rather dire economic backdrop during the latter half of the reporting period, the fundamental credit story of the Fund’s largest sector, the bank sector, remained intact. The regularly scheduled 2020 U.S. bank stress test results released in late June again validated the resiliency of U.S. bank balance sheets. This year, the Fed supplemented the Dodd-Frank Act Stress Test (DFAST) with an added sensitivity analysis, the goal of which was to examine the banks’ vulnerabilities under the pall of COVID-19. The assumptions and variables used to conduct the sensitivity analysis were significantly more devastating versus those used in the severely adverse scenario of the standard DFAST. For example, the sensitivity analysis included a scenario where GDP contracted 37.5% and another where peak unemployment hit 19.5%. Other calamitous assumptions were ported over from the DFAST such as the 50% drop in equity markets, 28%

 

17


Portfolio Managers’ Comments (continued)

 

drop in residential home prices and 35% drop in commercial real estate prices. The sensitivity analysis was run to account for three different recovery scenarios; V-shaped, U-shaped, and W-shaped. Under the worst of the scenarios, the 33 banks subject to this year’s exams were forecasted to incur $700 billion in aggregate loan losses. Despite this astonishing number, all 33 banks still were forecast to maintain a common equity tier 1 (CET1) ratio above their 4.5% minimum requirement. It is important to note that these sensitivity tests did not take into account several mitigating variables such as unemployment insurance, the Paycheck Protection Plan, the CARES Act and various Federal Reserve lending facilities. NAM believes if one couples the above stress test results with better than expected second quarter earnings for the U.S. and European bank sectors and better than expected capital levels, in NAM’s opinion the fundamental story underlying our largest sector remains intact.

NAM incorporated several active themes relative to the Benchmark Index during the reporting period, including an overweight to the $1,000 par side of the market and an overweight to securities that have coupons with reset features (floating rate, fixed-to-floating rate, and fixed-rate reset).

Within the preferred securities universe, $25 par preferred securities on average underperformed $1,000 par preferred securities. As a result, NAM’s underweight to those structures was accretive to the Fund’s relative performance. As has been the case for some time, NAM has maintained an overweight to $1,000 par securities for two primary reasons, relative value and interest rate risk management. First, with respect to relative value, the $1,000 par side of the market continues to be significantly cheaper than the $25 par side of the market on an OAS basis. At the beginning of the reporting period, the average OAS for the $25 par preferred market was -65 basis points versus average OAS of +235 basis points for the $1,000 par preferred market. At the end of the reporting period, average OAS for the $25 par preferred market was +134 basis points, or almost 200 basis points wider during the twelve-month period. On the other hand, $1,000 par preferreds’ average OAS as of July 31, 2020 stood at +300 basis points, or only about 65 basis points wider over the same time period. Despite $25 par preferreds underperformance during the most recent reporting period, they still appear potentially overvalued on an OAS basis versus $1,000 par preferreds. In NAM’s opinion, the relative value thesis for being overweight $1,000 par preferreds remains intact.

In reporting periods that experience significant headline risk or other forms of distress, it is not uncommon for the $25 par preferred market to underperform the $1,000 par preferred market. $25 par preferred valuations are more heavily influenced by retail investors’ behavioral anomalies and ETF flows compared to the $1,000 par side of the market. Historically, the retail investor has exhibited more of an emotional response to distressed markets compared to institutional investors. The extreme market conditions brought about by the COVID-19 crisis coupled with retail investors’ emotional response to aggressively reduce risk and $25 par preferred securities began the reporting period with average OAS in negative territory, it is not overly surprising that $25 par OAS increased to a level that offset much of the benefit those securities derived from lower interest rates.

During the reporting period, securities with non-fixed-rate coupons marginally outperformed those with fixed-rate coupons. On the surface, this might appear surprising given that the 10-year U.S. Treasury rate decreased by almost 150 basis points between the beginning and the end of the reporting period. All else equal, fixed-rate coupon structures should respond more favorably to a drop in interest rates compared to securities with non-fixed-rate coupons. However, it is NAM’s opinion that the previously mentioned relative performance between $25 par preferreds and $1,000 par preferreds had implications for the relative performance between fixed-rate and non-fixed-rate coupon structures. As a reminder, most $25 par preferred securities are fixed-rate coupon structures, while $1,000 par securities are non-fixed-rate securities. Given that $25 par preferreds underperformed during the reporting period, which also played a significant role in fixed-rate coupon structures underperforming as well.

JPT underperformed its Benchmark Index during the reporting period. The primary drivers for the underperformance included and average duration that was modestly shorter than the Benchmark Index during the reporting period, as well as selection bias within the $25 par preferred and $1,000 par preferred allocations. With respect to the latter, preferreds

 

18


 

issued by General Electric Co, AerCap Global Aviation Trust and Security Benefit Life were the largest detractors to relative performance resulting from selection bias. NAM’s credit research team maintains conviction in the underlying credit fundamentals of all three of these companies and expects all three to navigate successfully through the current crisis. NAM anticipates that over time, the market will adopt a view closer to NAM’s and the security-level valuations will respond accordingly. However, as with any of the credits within the Fund, should a credit research analyst’s opinion change, or should the risk-adjusted relative value proposition of holding a security change, NAM will adjust the exposure accordingly.

With respect to NAM’s effort to manage interest rate risk, NAM’s overweight to $1,000 par preferred securities served to gain greater exposure to non-fixed-rate coupon securities, like floating rate coupons, fixed-to-floating rate coupons, and fixed-to-fixed rate coupons. These structures are more common on the $1,000 par preferred side of the market and historically they have been effective at managing duration and duration extension risk during periods of rising interest rates. While admittedly NAM is not overly concerned about a near-term spike in interest rates, NAM will continue to exercise caution given the (1) current absolute low levels of interest rates, (2) unprecedented monetary and fiscal policy responses globally to the COVID-19 crisis, and (3) the Feds recent announcement that it may allow for inflation to run higher in the future to make-up for it running below the Fed’s 2% target for the past few years. As of July 31, 2020, the Fund had about 90% of its assets invested in securities that have coupons with reset features, compared to approximately 74% within the Benchmark Index.

The Fund used short interest rate futures during the reporting period to manage its exposure to various points along the yield curve, with a net effect of decreasing the Fund’s overall interest rate sensitivity. During the reporting period, the interest rate futures had a negative impact on overall Fund performance.

 

19


Fund Leverage

 

IMPACT OF THE FUNDS’ LEVERAGE STRATEGIES ON PERFORMANCE

One important factor impacting the returns of the Funds’ common shares relative to their comparative benchmarks was the Funds’ use of leverage through bank borrowings as well as the use of reverse repurchase agreements for JPC, JPI and JPS. The Funds use leverage because our research has shown that, over time, leveraging provides opportunities for additional income. The opportunity arises when short-term rates that a Fund pays on its leveraging instruments are lower than the interest the Fund earns on its portfolio securities that it has bought with the proceeds of that leverage. This has been particularly true in the recent market environment where short-term rates have been low by historical standards.

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

In addition, common share income in levered funds will typically decrease in comparison to unlevered funds when short-term interest rates increase and increase when short-term interest rates decrease. In recent quarters, fund leverage expenses have generally tracked the overall movement of short-term tax-exempt interest rates. While fund leverage expenses are somewhat higher than their all-time lows, leverage nevertheless continues to provide the opportunity for incremental common share income, particularly over longer-term periods.

The Funds’ use of leverage had a negative impact on total return performance during this reporting period. The negative impact of leverage during the brief but severe COVID-19 induced market downturn in March was greater than the positive impact of leverage during the remainder of the reporting period. More specifically, this net negative contribution of leverage was amplified during the market downturn in part because the Fund used proceeds from portfolio sales to reduce its elevated leverage ratio, which rose as prices of portfolio securities, including those sold for de-levering purposes, declined. Conversely, as financial markets recovered and asset prices steadied, the Fund gradually increased leverage levels, using proceeds to purchase new portfolio securities at generally higher prices. Management believes, however, that the potential benefits from leverage continue to outweigh the associated increase in risk and total return variability previously described.

JPC, JPI and JPS continued to use interest rate swap contracts to partially hedge the interest cost of leverage, which as mentioned previously, is through the use of bank borrowings. During this reporting period, these swap contracts had a negative impact to overall Fund total return performance.

As of July 31, 2020, the Funds’ percentages of leverage are shown in the accompanying table.

 

     JPC        JPI        JPS        JPT  

Effective Leverage*

    35.41        32.40        34.85        19.28

Regulatory Leverage*

    30.48        28.13        28.61        19.28
*

Effective leverage is a Fund’s effective economic leverage, and includes both regulatory leverage and the leverage effects of reverse repurchase agreements, certain derivative and other investments in a Fund’s portfolio that increase the Fund’s investment exposure. Regulatory leverage consists of preferred shares issued or borrowings of a Fund. Both of these are part of the Fund’s capital structure. A Fund, however, may from time to time borrow on a typically transient basis in connection with its day-to-day operations, primarily in connection with the need to settle portfolio trades. Such incidental borrowings are excluded from the calculation of a Fund’s effective leverage ratio. Regulatory leverage is subject to asset coverage limits set forth in the Investment Company Act of 1940.

 

20


 

THE FUNDS’ LEVERAGE

Bank Borrowings

As noted above, the Funds employ regulatory leverage through the use of bank borrowings. The Funds’ bank borrowing activities are as shown in the accompanying table. Paydowns reflect on-going leverage management activity that seeks to maintain each Fund’s leverage ratio within a specified internal operating range.

 

    Current Reporting Period           Subseqent to the Close of the Reporting Period  
Fund   Outstanding
Balance as of
August 1, 2019
    Draws     Paydowns     Outstanding
Balance as of
July 31, 2020
    Average Balance
Outstanding
           Draws     Paydowns     Outstanding
Balance as of
September 25, 2020
 

JPC

  $ 455,000,000     $ 115,690,000     $ (170,690,000   $ 400,000,000     $ 429,476,776             $ 12,700,000     $     $ 412,700,000  

JPI

  $ 210,000,000     $ 69,300,000     $ (79,300,000   $ 200,000,000     $ 207,268,579             $ 11,700,000     $     $ 211,700,000  

JPS

  $ 853,300,000     $ 220,000,000     $ (333,000,000   $ 740,300,000     $ 797,709,836             $ 50,000,000     $     $ 793,300,000  

JPT

  $ 42,500,000     $ 13,000,000     $ (18,200,000   $ 37,300,000     $ 38,854,645             $     $     —     $ 37,300,000  

Refer to Notes to Financial Statements, Note 8 – Fund Leverage and Note 10 – Subsequent Events for further details.

Reverse Repurchase Agreements

As noted above, JPC, JPI and JPS used reverse repurchase agreements, in which the Fund sells to a counterparty a security that it holds with a contemporaneous agreement to repurchase the same security at an agreed-upon price and date. The Funds’ transactions in reverse repurchase agreements are as shown in the accompanying table. Sales reflect on-going leverage management activity that seeks to maintain each Fund’s leverage ratio within a specified internal operating range.

 

    Current Reporting Period           Subseqent to the Close of the Reporting Period  
Fund   Outstanding
Balance as of
August 1, 2019
    Sales     Purchases     Outstanding
Balance as of
July 31, 2020
    Average Balance
Outstanding
           Sales     Purchases     Outstanding
Balance as of
September 25, 2020
 

JPC

  $ 135,000,000     $ 73,500,000     $ (108,500,000   $ 100,000,000     $ 113,554,645             $ 21,000,000     $     $ 121,000,000  

JPI

  $ 60,000,000     $ 20,000,000     $ (35,000,000   $ 45,000,000     $ 51,691,257             $ 7,000,000     $     $ 52,000,000  

JPS

  $ 260,000,000     $ 105,000,000     $ (117,000,000   $ 248,000,000     $ 251,754,098             $ 27,000,000     $     —     $ 275,000,000  

Refer to Notes to Financial Statements, Note 8 – Fund Leverage and Note 10 – Subsequent Events for further details.

 

21


Common Share Information

 

COMMON SHARE DISTRIBUTION INFORMATION

The following information regarding the Funds’ distributions is current as of July 31, 2020. Each Fund’s distribution levels may vary over time based on each Fund’s investment activity and portfolio investment value changes.

During the current reporting period, each Fund’s distributions to common shareholders were as shown in the accompanying table.

 

    Per Common Share Amounts  
Monthly Distributions (Ex-Dividend Date)   JPC        JPI        JPS        JPT  

August 2019

  $ 0.0610        $ 0.1355        $ 0.0560        $ 0.1185  

September

    0.0610          0.1355          0.0560          0.1185  

October

    0.0610          0.1355          0.0560          0.1185  

November

    0.0610          0.1355          0.0560          0.1185  

December

    0.0610          0.1355          0.0560          0.1185  

January

    0.0610          0.1355          0.0560          0.1185  

February

    0.0610          0.1355          0.0560          0.1185  

March

    0.0610          0.1355          0.0560          0.1185  

April

    0.0530          0.1305          0.0505          0.1185  

May

    0.0530          0.1305          0.0505          0.1185  

June

    0.0530          0.1305          0.0505          0.1185  

July 2020

    0.0530          0.1305          0.0505          0.1185  

Total Distributions

  $ 0.7000        $ 1.6060        $ 0.6500        $ 1.4220  
                                          

Current Distribution Rate*

    7.22        7.05        6.68        6.13
*

Current distribution rate is based on the Fund’s current annualized monthly distribution divided by the Fund’s current market price. The Fund’s monthly distributions to its shareholders may be comprised of ordinary income, net realized capital gains and, if at the end of the fiscal year the Fund’s cumulative net ordinary income and net realized gains are less than the amount of the Fund’s distributions, a return of capital for tax purposes.

Each Fund seeks to pay regular monthly dividends out of its net investment income at a rate that reflects its past and projected net income performance. To permit each Fund to maintain a more stable monthly dividend, the Fund may pay dividends at a rate that may be more or less than the amount of net income actually earned by the Fund during the period. Distributions to common shareholders are determined on a tax basis, which may differ from amounts recorded in the accounting records. In instances where the monthly dividend exceeds the earned net investment income, the Fund would report a negative undistributed net ordinary income. Refer to Note 6 – Income Tax Information for additional information regarding the amounts of undistributed net ordinary income and undistributed net long-term capital gains and the character of the actual distributions paid by the Fund during the period.

All monthly dividends paid by the JPT Fund during the current reporting period were paid from net investment income. If a portion of the Fund’s monthly distributions is sourced or comprised of elements other than net investment income, including capital gains and/or a return of capital, shareholders will be notified of those sources. For financial reporting purposes, the per share amounts of each Fund’s distributions for the reporting period are presented in this report’s Financial Highlights. For income tax purposes, distribution information for each Fund as of its most recent tax year end is presented in Note 6 – Income Tax Information within the Notes to Financial Statements of this report.

JPC, JPI and JPS seek to pay regular monthly distributions at a level rate that reflect past and projected net income of the Funds. The Funds may own certain investments which recognize income for financial reporting in a matter that is different than the tax recognition. During the current fiscal year, the Funds owned certain investments which accrued income for financial reporting purposes but was not recognized as current income for tax purposes. Each Fund’s fiscal year to date

 

22


 

distribution amount exceeded the actual amount of net income for tax purposes, and as a result, a portion of each Fund’s fiscal year distributions have been deemed to be a return of capital, which are identified in the table below.

 

Fiscal Year Ended July 31, 2020   JPC        JPI        JPS  

Regular monthly distribution per share

           

From net investment income

  $ 0.6769        $ 1.5638        $ 0.6001  

From net realized capital gains

                       

Return of capital

    0.0231          0.0422          0.0499  

Total per share distribution

  $ 0.7000        $ 1.6060        $ 0.6500  

NUVEEN CLOSED-END FUND DISTRIBUTION AMOUNTS

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

COMMON SHARE REPURCHASES

During August 2020 (subsequent to the close of the reporting period), the Funds’ Board of Trustees reauthorized an open-market share repurchase program, allowing each Fund to repurchase an aggregate of up to approximately 10% of its outstanding shares.

As of July 31, 2020, and since the inception of the Funds’ repurchase programs, the Funds have cumulatively repurchased and retired their outstanding common shares as shown in the accompanying table.

 

     JPC        JPI        JPS        JPT  

Common shares cumulatively repurchased and retired

    2,826,100          0          38,000          0  

Common shares authorized for repurchase

    10,335,000          2,275,000          20,375,000          680,000  

During the current reporting period, the Funds did not repurchase any of their outstanding common shares.

OTHER COMMON SHARE INFORMATION

As of July 31, 2020, and during the current reporting period, the Funds’ common share prices were trading at a premium/(discount) to their common share NAVs as shown in the accompanying table.

 

     JPC        JPI        JPS        JPT  

Common share NAV

  $ 8.83        $ 22.45        $ 9.06        $ 22.84  

Common share price

  $ 8.81        $ 22.20        $ 9.07        $ 23.20  

Premium/(Discount) to NAV

    (0.23 )%         (1.11 )%         0.11        1.58

12-month average premium/(discount) to NAV

    (2.19 )%         (1.50 )%         (2.33 )%         (0.21 )% 

 

23


JPC     

Nuveen Preferred & Income Opportunities Fund

Performance Overview and Holding Summaries as of July 31, 2020

 

Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.

Average Annual Total Returns as of July 31, 2020

 

       Average Annual  
        1-Year        5-Year        10-Year  
JPC at Common Share NAV        (6.16)%          4.21%          7.82%  
JPC at Common Share Price        (4.12)%          7.25%          9.72%  
ICE BofA U.S. All Capital Securities Index        5.29%          6.02%          7.37%  
JPC Blended Benchmark(1)        5.19%          6.33%          6.75%  

Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Returns at NAV are net of Fund expenses, and assume reinvestment of distributions. Comparative index return information is provided for the Fund’s shares at NAV only. Indexes are not available for direct investment. Performance for indexes that were created after the Fund’s inception are linked to the Fund’s previous benchmark.

Common Share Price Performance — Weekly Closing Price

 

LOGO

 

1.

The Blended Index consists of: 1) 50% of the return of the ICE BofA Preferred Securities Fixed Rate Index, 2) 30% of the return the ICE BofA U.S. All Capital Securities Index and 3) 20% of the return of the ICE BofA Contingent Capital Securities USD Hedged Index.

 

24


 

This data relates to the securities held in the Fund’s portfolio of investments as of the end of the reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.

For financial reporting purposes, the ratings disclosed are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Holdings designated N/R are not rated by these national rating agencies.

 

Fund Allocation

(% of net assets)

 

$1,000 Par (or similar) Institutional Preferred     71.9%  
$25 Par (or similar) Retail Preferred     46.8%  
Contingent Capital Securities     25.7%  
Corporate Bonds     8.1%  
Convertible Preferred Securities     2.2%  
Repurchase Agreements     2.3%  
Other Assets Less Liabilities     (2.1)%  

Net Assets Plus Borrowings and Reverse Repurchase Agreements

    154.9%  
Borrowings     (43.9)%  
Reverse Repurchase Agreements     (11.0)%  

Net Assets

    100%  

Portfolio Composition

(% of total investments)

 

Banks     43.4%  
Insurance     15.1%  
Capital Markets     10.6%  
Food Products     5.5%  
Diversified Financial Services     3.5%  
Electric Utilities     3.1%  
Other2     17.3%  
Repurchase Agreements     1.5%  

Total

    100%  

Country Allocation1

(% of total investments)

 

United States     74.0%  
United Kingdom     7.1%  
Switzerland     4.0%  
France     3.8%  
Canada     2.7%  
Australia     1.8%  
Netherlands     1.5%  
Spain     1.0%  
Italy     0.9%  
Bermuda     0.8%  
Germany     0.8%  
Other     1.6%  

Total

    100%  
 

 

Top Five Issuers

(% of total long-term
investments)

 

Citigroup Inc     3.9%  
JPMorgan Chase & Co     3.3%  
Bank of America Corp     3.0%  
Morgan Stanley     2.9%  
Land O’ Lakes Inc, 144A     2.8%  

Portfolio Credit Quality

(% of total long-term fixed-income investments)

 

A     0.5%  
BBB     63.0%  
BB or Lower     31.3%  
N/R (not rated)     5.2%  

Total

    100%  
 

 

1

Includes 1.2% (as a percentage of total investments) in emerging market countries.

2

See Portfolio of Investments for details on “other” Portfolio Composition.

 

25


JPI     

Nuveen Preferred and Income Term Fund

Performance Overview and Holding Summaries as of July 31, 2020

 

Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.

Average Annual Total Returns as of July 31, 2020

 

       Average Annual  
        1-Year        5-Year        Since
Inception
 
JPI at Common Share NAV        (2.50)%          5.39%          7.19%  
JPI at Common Share Price        (1.93)%          7.79%          6.83%  
ICE BofA U.S. All Capital Securities Index        5.29%          6.02%          7.02%  
JPI Blended Benchmark(1)        5.13%          6.58%          6.17%  

Since inception returns are from 7/26/12. Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Returns at NAV are net of Fund expenses, and assume reinvestment of distributions. Comparative index return information is provided for the Fund’s shares at NAV only. Indexes are not available for direct investment.

Common Share Price Performance — Weekly Closing Price

 

LOGO

 

1.

The Blended Index consists of: 1) 60% of the return of the ICE BofA U.S. All Capital Securities Index and 2) 40% of the return the ICE BofA Contingent Capital Index.

 

26


 

This data relates to the securities held in the Fund’s portfolio of investments as of the end of the reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.

For financial reporting purposes, the ratings disclosed are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Holdings designated N/R are not rated by these national rating agencies.

 

Fund Allocation

(% of net assets)

 

$1,000 Par (or similar) Institutional Preferred     68.7%  
Contingent Capital Securities     43.1%  
$25 Par (or similar) Retail Preferred     36.6%  
Corporate Bonds     0.6%  
Repurchase Agreements     0.0%  
Other Assets Less Liabilities     (1.1)%  

Net Assets Plus Borrowings and Reverse Repurchase Agreements

    147.9%  
Borrowings     (39.1)%  
Reverse Repurchase Agreements     (8.8)%  

Net Assets

    100%  

 

Portfolio Composition

(% of total investments)

 

Banks     49.1%  
Insurance     14.8%  
Capital Markets     13.1%  
Diversified Financial Services     5.3%  
Food Products     5.2%  
Other2     12.5%  
Repurchase Agreements     0.0%  

Total

    100%  

Country Allocation1

(% of total investments)

 

United States     62.3%  
United Kingdom     10.8%  
Switzerland     7.0%  
France     6.7%  
Australia     3.1%  
Netherlands     1.9%  
Spain     1.8%  
Italy     1.6%  
Canada     1.4%  
Ireland     1.3%  
Germany     0.7%  
Other     1.4%  

Total

    100%  
 

 

Top Five Issuers

(% of total long-term
investments)

 

Citigroup Inc     3.7%  
Credit Suisse Group AG     3.7%  
UBS Group AG     3.1%  
JPMorgan Chase & Co     3.0%  
CoBank ACB     2.9%  

Portfolio Credit Quality

(% of total long-term fixed-income
investments)

 

A     0.3%  
BBB     65.5%  
BB or Lower     31.7%  
N/R (not rated)     2.5%  

Total

    100%  
 

 

1

Includes 0.7% (as a percentage of total investments) in emerging market countries.

2

See Portfolio of Investments for details on “other” Portfolio Composition.

 

27


JPS     

Nuveen Preferred & Income Securities Fund

Performance Overview and Holding Summaries as of July 31, 2020

 

Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.

Average Annual Total Returns as of July 31, 2020

 

       Average Annual  
        1-Year        5-Year        10-Year  
JPS at Common Share NAV        (1.29)%          5.93%          8.50%  
JPS at Common Share Price        (0.59)%          7.74%          9.21%  
ICE BofA U.S. All Capital Securities Index        5.29%          6.02%          6.65%  
JPS Blended Benchmark(1)        5.13%          6.58%          7.19%  

Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Returns at NAV are net of Fund expenses, and assume reinvestment of distributions. Comparative index return information is provided for the Fund’s shares at NAV only. Indexes are not available for direct investment. Performance for indexes that were created after the Fund’s inception are linked to the Fund’s previous benchmark.

Common Share Price Performance — Weekly Closing Price

 

LOGO

 

1.

The Blended Index consists of: 1) 60% of the return of the ICE BofA U.S. All Capital Securities Index and 2) 40% of the return the ICE BofA Contingent Capital Securities USD Hedged Index.

 

28


 

This data relates to the securities held in the Fund’s portfolio of investments as of the end of the reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.

For financial reporting purposes, the ratings disclosed are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Holdings designated N/R are not rated by these national rating agencies.

 

Fund Allocation

(% of net assets)

 

$1,000 Par (or similar) Institutional Preferred     73.8%  
Contingent Capital Securities     56.8%  
$25 Par (or similar) Retail Preferred     18.2%  
Corporate Bonds     2.0%  
Convertible Preferred Securities     1.9%  
Investment Companies     1.1%  
Repurchase Agreements     2.9%  
Other Assets Less Liabilities     (3.2)%  

Net Assets Plus Borrowings and Reverse Repurchase Agreements

    153.5%  
Borrowings     (40.1)%  
Reverse Repurchase Agreements     (13.4)%  

Net Assets

    100%  

Portfolio Composition

(% of total investments)

 

Banks     52.4%  
Insurance     18.3%  
Capital Markets     12.6%  
Diversified Financial Services     3.5%  
Electric Utilities     3.4%  
Other     7.3%  
Investment Companies     0.7%  
Repurchase Agreements     1.8%  

Total

    100%  

Country Allocation

(% of total investments)

 

United States     52.2%  
United Kingdom     18.5%  
France     11.8%  
Switzerland     7.5%  
Finland     2.9%  
Netherlands     1.7%  
Canada     1.0%  
Ireland     0.9%  
Italy     0.9%  
Spain     0.8%  
Other     1.8%  

Total

    100%  
 

 

Top Five Issuers

(% of total long-term
investments)

 

Societe Generale SA     2.9%  
Barclays PLC     2.3%  
Credit Suisse Group AG     2.3%  
JPMorgan Chase & Co     2.2%  
BNP Paribas SA     2.1%  

Portfolio Credit Quality

(% of total long-term fixed-income investments)

 

AA     0.2%  
A     7.6%  
BBB     78.7%  
BB or Lower     13.5%  

Total

    100%  
 

 

 

29


JPT     

Nuveen Preferred and Income 2022 Term Fund

Performance Overview and Holding Summaries as of July 31, 2020

 

Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.

Average Annual Total Returns as of July 31, 2020

 

       Average Annual  
        1-Year        Since
Inception
 
JPT at Common Share NAV        0.15%          3.85%  
JPT at Common Share Price        3.18%          3.93%  
ICE BofA U.S. All Capital Securities Index        5.29%          6.41%  

Since inception returns are from 1/26/17. Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Returns at NAV are net of Fund expenses, and assume reinvestment of distributions. Comparative index return information is provided for the Fund’s shares at NAV only. Indexes are not available for direct investment.

Common Share Price Performance — Weekly Closing Price

 

LOGO

 

30


 

This data relates to the securities held in the Fund’s portfolio of investments as of the end of the reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.

For financial reporting purposes, the ratings disclosed are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Holdings designated N/R are not rated by these national rating agencies.

 

Fund Allocation

(% of net assets)

 

$1,000 Par (or similar) Institutional Preferred     85.1%  
$25 Par (or similar) Retail Preferred     37.0%  
Corporate Bonds     0.5%  
Repurchase Agreements     1.1%  
Other Assets Less Liabilities     0.2%  

Net Assets Plus Borrowings

    123.9%  
Borrowings     (23.9)%  

Net Assets

    100%  

Portfolio Composition

(% of total investments)

 

Banks     38.9%  
Insurance     21.8%  
Capital Markets     8.1%  
Food Products     6.9%  
Diversified Financial Services     6.5%  
Other2     16.9%  
Repurchase Agreements     0.9%  

Total

    100%  

Country Allocation1

(% of total investments)

 

United States     81.1%  
United Kingdom     5.2%  
Australia     3.6%  
Canada     2.5%  
France     2.1%  
Ireland     1.7%  
Germany     1.5%  
Japan     1.1%  
Other     1.2%  

Total

    100%  
 

 

Top Five Issuers

(% of total long-term investments)

 

Assured Guaranty Municipal Holdings Inc     2.7%  
Farm Credit Bank of Texas     2.6%  
Lloyds Bank PLC     2.3%  
QBE Insurance Group Ltd     2.1%  
Truist Financial Corp     2.0%  

Portfolio Credit Quality

(% of total long-term
fixed-income investments)

 

A     1.7%  
BBB     66.2%  
BB or Lower     28.3%  
N/R (not rated)     3.8%  

Total

    100%  
 

 

1

Includes 0.4% (as a percentage of total investments) in emerging market countries.

2

See Portfolio of Investments for details on “other” Portfolio Composition.

 

31


Shareholder Meeting Report

 

The annual meeting of shareholders, originally scheduled to be held on April 8, 2020 in person, was postponed to April 22, 2020 for JPC, JPI, JPS and JPT. The meeting was held virtually due to public health concerns regarding the ongoing COVID-19 pandemic; at this meeting the shareholders were asked to elect Board members.

 

        JPC        JPI        JPS        JPT  
        Common
Shares
       Common
Shares
       Common
Shares
       Common
Shares
 

Approval of the Board Members was reached as follows:

                   

John K. Nelson

                   

For

       82,571,602          19,324,569          163,887,997          5,911,937  

Withhold

       5,673,993          466,611          5,440,876          57,418  

Total

       88,245,595          19,791,180          169,328,873          5,969,355  

Terence J. Toth

                   

For

       85,693,224          19,372,345          163,748,702          5,906,325  

Withhold

       2,552,371          418,835          5,580,171          63,030  

Total

       88,245,595          19,791,180          169,328,873          5,969,355  

Robert L. Young

                   

For

       85,876,527          19,389,731          163,939,251          5,912,443  

Withhold

       2,369,068          401,449          5,389,622          56,912  

Total

       88,245,595          19,791,180          169,328,873          5,969,355  

 

32


Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Trustees

Nuveen Preferred & Income Opportunities Fund

Nuveen Preferred and Income Term Fund

Nuveen Preferred & Income Securities Fund

Nuveen Preferred and Income 2022 Term Fund:

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of Nuveen Preferred & Income Opportunities Fund, Nuveen Preferred and Income Term Fund, Nuveen Preferred & Income Securities Fund and Nuveen Preferred and Income 2022 Term Fund (the Funds), including the portfolios of investments, as of July 31, 2020, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements) and the financial highlights for each of the years in the five-year period then ended (three-year period then ended and the period from January 26, 2017 (commencement of operations) to July 31, 2017 for Nuveen Preferred and Income 2022 Term Fund). In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Funds as of July 31, 2020, the results of their operations and cash flows for the year then ended, the changes in their net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended (three-year period then ended and the period from January 26, 2017 to July 31, 2017 for Nuveen Preferred and Income 2022 Term Fund), in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of July 31, 2020, by correspondence with custodians and brokers or other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more Nuveen investment companies since 2014.

Chicago, Illinois

September 28, 2020

 

33


JPC   

Nuveen Preferred & Income
Opportunities Fund

 

Portfolio of Investments    July 31, 2020

 

Principal
Amount (000)/
Shares
    Description (1)   Coupon      Maturity      Ratings (2)      Value  
 

LONG-TERM INVESTMENTS – 154.7% (98.5% of Total Investments)

 

     
 

$1,000 PAR (OR SIMILAR) INSTITUTIONAL PREFERRED – 71.9% (45.8% of Total Investments)

 

      Automobiles – 2.0%                           
$ 10,055    

General Motors Financial Co Inc, (13)

    5.750%        N/A (3)        BB+      $ 9,473,685  
  9,100    

General Motors Financial Co Inc, (13)

    6.500%        N/A (3)        BB+        8,593,767  
 

Total Automobiles

                               18,067,452  
      Banks – 35.5%  
  1,980    

Bank of America Corp

    6.300%        N/A (3)        BBB        2,276,655  
  1,585    

Bank of America Corp

    6.100%        N/A (3)        BBB        1,739,538  
  4,130    

Bank of America Corp

    6.250%        N/A (3)        BBB        4,488,125  
  30,120    

Bank of America Corp, (4), (13)

    6.500%        N/A (3)        BBB        33,713,466  
  2,540    

Barclays Bank PLC, 144A

    10.179%        6/12/21        BBB+        2,728,532  
  13,725    

CIT Group Inc

    5.800%        N/A (3)        Ba3        10,627,954  
  10,726    

Citigroup Inc, (13)

    5.950%        N/A (3)        BBB-        11,450,005  
  6,945    

Citigroup Inc, (13)

    6.300%        N/A (3)        BBB-        7,188,075  
  16,220    

Citigroup Inc, (4)

    6.250%        N/A (3)        BBB-        17,963,650  
  6,920    

Citigroup Inc, (13)

    5.000%        N/A (3)        BBB-        6,937,300  
  4,159    

Citizens Financial Group Inc, (4)

    4.264%        N/A (3)        BB+        3,784,690  
  3,455    

Citizens Financial Group Inc

    6.375%        N/A (3)        BB+        3,331,674  
  3,150    

CoBank ACB, 144A, (4)

    6.250%        N/A (3)        BBB+        3,213,000  
  1,180    

Commerzbank AG, 144A

    8.125%        9/19/23        Baa3        1,363,315  
  2,395    

Farm Credit Bank of Texas, 144A

    5.700%        N/A (3)        Baa1        2,519,481  
  4,550    

Farm Credit Bank of Texas

    10.000%        N/A (3)        Baa1        4,550,000  
  1,900    

Fifth Third Bancorp

    4.500%        N/A (3)        Baa3        1,933,250  
  2,314    

HSBC Capital Funding Dollar 1 LP, 144A

    10.176%        N/A (3)        Baa2        3,685,901  
  6,960    

Huntington Bancshares Inc/OH

    5.625%        N/A (3)        Baa3        7,681,961  
  3,025    

Huntington Bancshares Inc/OH, (4)

    5.700%        N/A (3)        Baa3        2,813,250  
  7,585    

JPMorgan Chase & Co

    5.000%        N/A (3)        BBB+        7,632,406  
  2,670    

JPMorgan Chase & Co

    6.100%        N/A (3)        BBB+        2,810,176  
  32,895    

JPMorgan Chase & Co, (4)

    6.750%        N/A (3)        BBB+        36,458,515  
  2,485    

KeyCorp

    5.000%        N/A (3)        Baa3        2,484,752  
  13,955    

Lloyds Bank PLC, 144A, (4)

    12.000%        N/A (3)        Baa3        16,234,967  
  6,970    

M&T Bank Corp, (4)

    6.450%        N/A (3)        Baa2        7,457,900  
  1,880    

M&T Bank Corp

    5.125%        N/A (3)        Baa2        1,927,000  
  3,528    

Natwest Group PLC

    7.648%        N/A (3)        BBB-        5,267,304  
  23,197    

PNC Financial Services Group Inc, (4)

    6.750%        N/A (3)        Baa2        23,602,947  
  2,767    

PNC Financial Services Group Inc

    5.000%        N/A (3)        Baa2        2,887,987  
  7,020    

Regions Financial Corp

    5.750%        N/A (3)        BB+        7,476,300  
  11,573    

Truist Financial Corp

    4.950%        N/A (3)        Baa2        12,354,178  
  12,385    

Truist Financial Corp, (13)

    4.800%        N/A (3)        Baa2        12,485,788  
  3,250    

Truist Financial Corp

    5.050%        N/A (3)        Baa2        3,001,974  
  1,600    

USB Realty Corp, 144A, (3-Month LIBOR reference rate + 1.147% spread), (5)

    1.422%        N/A (3)        A3        1,276,000  
  6,768    

Wachovia Capital Trust III

    5.570%        N/A (3)        Baa2        6,733,551  
  1,385    

Wells Fargo & Co

    7.950%        11/15/29        Baa1        1,851,287  
  3,370    

Wells Fargo & Co

    5.900%        N/A (3)        Baa2        3,423,788  
  20,784    

Wells Fargo & Co

    5.875%        N/A (3)        Baa2        22,498,680  
  1,105    

Zions Bancorp NA

    5.800%        N/A (3)        BB+        1,006,151  
  11,196    

Zions Bancorp NA, (13)

    7.200%        N/A (3)        BB+        11,335,950  
 

Total Banks

                               324,197,423  
      Capital Markets – 3.9%                           
  2,550    

Bank of New York Mellon Corp

    4.700%        N/A (3)        Baa1        2,761,089  
  8,920    

Charles Schwab Corp, (13)

    5.375%        N/A (3)        BBB        9,767,400  
  4,325    

Charles Schwab Corp

    7.000%        N/A (3)        BBB        4,606,125  
  4,205    

Goldman Sachs Group Inc, (3-Month LIBOR reference rate + 3.922% spread), (5)

    4.370%        N/A (3)        BBB-        4,084,106  
  4,711    

Goldman Sachs Group Inc

    5.300%        N/A (3)        BBB-        5,029,210  

 

34


Principal
Amount (000)/
Shares
    Description (1)   Coupon      Maturity      Ratings (2)      Value  
      Capital Markets (continued)                           
  6,074    

Goldman Sachs Group Inc

    5.500%        N/A (3)        BBB-      $ 6,521,957  
  2,815    

Morgan Stanley, (4)

    4.085%        N/A (3)        BBB-        2,734,125  
 

Total Capital Markets

                               35,504,012  
      Commercial Services & Supplies – 0.6%  
  6,760    

AerCap Global Aviation Trust, 144A

    6.500%        6/15/45        BB+        5,380,960  
      Consumer Finance – 0.7%                           
  3,610    

Capital One Financial Corp, (3-Month LIBOR reference rate + 3.800% spread), (4), (5)

    4.150%        N/A (3)        Baa3        3,140,700  
  2,805    

Capital One Financial Corp, (4)

    4.150%        N/A (3)        Baa3        2,440,350  
  879    

Discover Financial Services

    5.500%        N/A (3)        Ba2        802,004  
 

Total Consumer Finance

                               6,383,054  
      Diversified Financial Services – 3.0%  
  13,700    

Compeer Financial ACA, 144A, (4)

    6.750%        N/A (3)        BB+        13,837,000  
  1,945    

Discover Financial Services

    6.125%        N/A (3)        Ba2        2,067,146  
  11,151    

Voya Financial Inc, (4)

    6.125%        N/A (3)        BBB-        11,529,130  
 

Total Diversified Financial Services

                               27,433,276  
      Electric Utilities – 3.7%  
  2,345    

Electricite de France SA, 144A, (4)

    5.250%        N/A (3)        BBB        2,438,800  
  20,925    

Emera Inc, (4)

    6.750%        6/15/76        BB+        23,258,138  
  7,475    

NextEra Energy Capital Holdings Inc, (4)

    5.650%        5/01/79        BBB        8,488,338  
 

Total Electric Utilities

                               34,185,276  
      Food Products – 4.5%  
  2,245    

Dairy Farmers of America Inc, 144A

    7.125%        N/A (3)        BB+        1,927,782  
  29,840    

Land O’ Lakes Inc, 144A, (4)

    8.000%        N/A (3)        BB        29,243,200  
  7,035    

Land O’ Lakes Inc, 144A, (4)

    7.000%        N/A (3)        BB        6,305,118  
  3,980    

Land O’ Lakes Inc, 144A, (4)

    7.250%        N/A (3)        BB        3,661,600  
 

Total Food Products

                               41,137,700  
      Independent Power & Renewable Electricity Producers – 0.4%  
  1,350    

AES Gener SA, 144A, (4)

    7.125%        3/26/79        BB        1,372,964  
  2,775    

AES Gener SA, 144A

    6.350%        10/07/79        BB        2,722,136  
 

Total Independent Power & Renewable Electricity Producers

                               4,095,100  
      Industrial Conglomerates – 1.2%  
  13,573    

General Electric Co, (13)

    5.000%        N/A (3)        BBB-        10,756,603  
      Insurance – 11.8%  
  2,015    

Aegon NV

    5.500%        4/11/48        Baa1        2,188,076  
  1,850    

American International Group Inc, (6)

    5.750%        4/01/48        Baa2        2,028,234  
  9,824    

Assurant Inc, (13)

    7.000%        3/27/48        BB+        10,266,080  
  13,994    

Assured Guaranty Municipal Holdings Inc, 144A, (6)

    6.400%        12/15/66        BBB+        13,539,195  
  2,465    

AXIS Specialty Finance LLC

    4.900%        1/15/40        BBB        2,308,794  
  7,117    

Liberty Mutual Group Inc, 144A, (4)

    7.800%        3/15/37        Baa3        8,556,561  
  4,150    

Markel Corp

    6.000%        N/A (3)        BBB-        4,362,688  
  9,335    

MetLife Capital Trust IV, 144A, (4)

    7.875%        12/15/37        BBB        12,602,250  
  3,905    

MetLife Inc, 144A, (6)

    9.250%        4/08/38        BBB        5,798,925  
  1,430    

MetLife Inc

    5.875%        N/A (3)        BBB        1,565,850  
  575    

Nationwide Financial Services Capital Trust, (4)

    7.899%        3/01/37        Baa2        672,750  
  9,550    

Nationwide Financial Services Inc, (6)

    6.750%        5/15/37        Baa2        10,986,034  
  5,065    

Provident Financing Trust I, (13)

    7.405%        3/15/38        BB+        5,704,438  
  11,910    

QBE Insurance Group Ltd, 144A, (13)

    7.500%        11/24/43        Baa1        13,276,434  
  1,740    

QBE Insurance Group Ltd, Reg S

    6.750%        12/02/44        BBB        1,923,152  
  1,295    

QBE Insurance Group Ltd, 144A

    5.875%        N/A (3)        Baa2        1,356,513  
  10,200    

SBL Holdings Inc, 144A, (13)

    7.000%        N/A (3)        BB        8,542,500  
  1,345    

Swiss Re Finance Luxembourg SA, 144A

    5.000%        4/02/49        A        1,517,332  
 

Total Insurance

                               107,195,806  

 

35


JPC    Nuveen Preferred & Income Opportunities Fund (continued)
   Portfolio of Investments    July 31, 2020

 

Principal
Amount (000)/
Shares
    Description (1)   Coupon      Maturity      Ratings (2)      Value  
      Metals & Mining – 0.4%  
  2,325    

BHP Billiton Finance USA Ltd, 144A

    6.250%        10/19/75        BBB+      $ 2,339,345  
  790    

BHP Billiton Finance USA Ltd, 144A

    6.750%        10/19/75        BBB+        932,840  
 

Total Metals & Mining

                               3,272,185  
      Multi-Utilities – 2.0%  
  6,420    

CenterPoint Energy Inc, (13)

    6.125%        N/A (3)        BBB-        6,379,875  
  850    

CMS Energy Corp, (6)

    4.750%        6/01/50        Baa2        907,583  
  3,195    

NiSource Inc

    5.650%        N/A (3)        BBB-        3,115,125  
  7,635    

Sempra Energy

    4.875%        N/A (3)        BBB-        7,904,516  
 

Total Multi-Utilities

                               18,307,099  
      Oil, Gas & Consumable Fuels – 1.0%  
  1,655    

Enbridge Inc

    5.750%        7/15/80        BBB-        1,686,912  
  1,225    

MPLX LP

    6.875%        N/A (3)        BB+        1,073,021  
  4,325    

Transcanada Trust, (4)

    5.875%        8/15/76        BBB        4,654,161  
  1,400    

Transcanada Trust

    5.500%        9/15/79        BBB        1,463,308  
 

Total Oil, Gas & Consumable Fuels

                               8,877,402  
      Trading Companies & Distributors – 0.2%  
  2,635    

AerCap Holdings NV, (13)

    5.875%        10/10/79        BB+        2,020,544  
      U.S. Agency – 0.6%  
  5,835    

Farm Credit Bank of Texas, 144A, (4)

    6.200%        N/A (3)        BBB+        5,869,252  
      Wireless Telecommunication Services – 0.4%  
  2,810    

Vodafone Group PLC

    7.000%        4/04/79        BB+        3,378,570  
 

Total $1,000 Par (or similar) Institutional Preferred (cost $634,875,136)

 

              656,061,714  
Shares     Description (1)   Coupon              Ratings (2)      Value  
 

$25 PAR (OR SIMILAR) RETAIL PREFERRED – 46.8% (29.8% of Total Investments)

 

     
      Banks – 13.7%                           
  425,616    

Citigroup Inc, (13)

    7.125%           BBB-      $ 12,083,238  
  179,775    

CoBank ACB, 144A, (8), (13)

    6.250%           BBB+        18,426,938  
  38,725    

CoBank ACB, (8)

    6.125%           BBB+        3,920,906  
  93,724    

CoBank ACB, (8), (13)

    6.200%           BBB+        9,887,882  
  185,500    

Farm Credit Bank of Texas, 144A, (4), (8)

    6.750%           Baa1        19,477,500  
  253,881    

Fifth Third Bancorp

    6.625%           Baa3        6,963,956  
  178,757    

FNB Corp/PA, (4)

    7.250%           Ba1        4,810,351  
  469,200    

Huntington Bancshares Inc/OH

    6.250%           Baa3        11,983,368  
  170,075    

KeyCorp, (13)

    6.125%           Baa3        4,791,013  
  72,962    

People’s United Financial Inc, (13)

    5.625%           BB+        1,942,248  
  319,212    

Regions Financial Corp, (4), (13)

    6.375%           BB+        8,743,217  
  83,900    

Regions Financial Corp

    5.700%           BB+        2,218,316  
  107,010    

Synovus Financial Corp, (13)

    5.875%           BB-        2,604,623  
  110,900    

Truist Financial Corp

    4.750%           Baa2        2,794,680  
  163,600    

US Bancorp

    6.500%           A3        4,371,392  
  68,200    

Wells Fargo & Co, (13)

    4.750%           Baa2        1,664,080  
  223,777    

Western Alliance Bancorp, (4)

    6.250%           N/R        5,708,551  
  98,700    

Wintrust Financial Corp

    6.875%                 BB        2,547,447  
 

Total Banks

                               124,939,706  
      Capital Markets – 6.2%  
  38,261    

B Riley Financial Inc, (4)

    7.500%           N/R        914,055  
  104,318    

Charles Schwab Corp

    6.000%           BBB        2,687,232  
  79,169    

Charles Schwab Corp

    5.950%           BBB        2,101,937  
  53,425    

Cowen Inc, (4)

    7.350%           N/R        1,341,502  
  61,600    

Goldman Sachs Group Inc

    5.500%           Ba1        1,658,888  
  774,097    

Morgan Stanley, (4), (13)

    7.125%           BBB-        22,255,289  
  167,500    

Morgan Stanley

    6.875%           BBB-        4,807,250  
  209,211    

Morgan Stanley

    5.850%           BBB-        5,985,527  

 

36


Shares     Description (1)   Coupon              Ratings (2)      Value  
      Capital Markets (continued)  
  170,452    

Morgan Stanley

    6.375%           BBB-      $ 4,813,564  
  33,745    

State Street Corp

    5.350%           Baa1        958,358  
  212,859    

Stifel Financial Corp, (4), (13)

    6.250%           BB-        5,570,520  
  145,846    

Stifel Financial Corp, (13)

    6.250%                 BB-        3,929,091  
 

Total Capital Markets

                               57,023,213  
      Consumer Finance – 3.0%  
  84,573    

Capital One Financial Corp, (4)

    5.000%           Baa3        2,112,633  
  782,345    

GMAC Capital Trust I, (4)

    6.177%           BB-        18,831,044  
  247,847    

Synchrony Financial

    5.625%                 BB-        5,978,070  
 

Total Consumer Finance

                               26,921,747  
      Diversified Financial Services – 2.2%  
  84,200    

AgriBank FCB, (8), (13)

    6.875%           BBB+        8,841,000  
  114,400    

Equitable Holdings Inc, (13)

    5.250%           BBB-        2,813,096  
  284,100    

Voya Financial Inc, (13)

    5.350%                 BBB-        8,008,779  
 

Total Diversified Financial Services

                               19,662,875  
      Diversified Telecommunication Services – 0.9%  
  83,500    

AT&T Inc, (4)

    4.750%           BBB        2,094,180  
  235,475    

Qwest Corp, (4)

    6.875%                 BBB-        5,924,551  
 

Total Diversified Telecommunication Services

                               8,018,731  
      Electric Utilities – 0.6%  
  100,000    

Duke Energy Corp

    5.750%           BBB        2,851,000  
  100,000    

Southern Co

    6.250%                 BBB        2,550,000  
 

Total Electric Utilities

                               5,401,000  
      Food Products – 4.1%  
  337,011    

CHS Inc, (4), (13)

    7.875%           N/R        9,234,101  
  502,606    

CHS Inc, (13)

    7.100%           N/R        12,665,671  
  468,864    

CHS Inc,(13)

    6.750%           N/R        11,768,487  
  23,000    

Dairy Farmers of America Inc, 144A, (8)

    7.875%           BB+        2,024,000  
  24,500    

Dairy Farmers of America Inc, 144A, (8)

    7.875%                 BB+        2,156,000  
 

Total Food Products

                               37,848,259  
      Insurance – 11.9%  
  274,600    

American Equity Investment Life Holding Co, (13)

    5.950%           BB        6,411,910  
  120,900    

American Equity Investment Life Holding Co

    6.625%           BB        3,014,037  
  302,283    

Argo Group US Inc, (4)

    6.500%           BBB-        7,662,874  
  361,228    

Aspen Insurance Holdings Ltd, (13)

    5.950%           BB+        9,550,868  
  66,100    

Aspen Insurance Holdings Ltd, (13)

    5.625%           BB+        1,659,110  
  469,733    

Athene Holding Ltd, (4)

    6.350%           BBB-        12,241,242  
  256,100    

Athene Holding Ltd

    6.375%           BBB-        6,707,259  
  117,200    

Axis Capital Holdings Ltd

    5.500%           BBB        3,000,320  
  68,900    

Delphi Financial Group Inc, (8)

    3.582%           BBB        1,446,900  
  454,698    

Enstar Group Ltd, (4), (13)

    7.000%           BB+        12,199,547  
  245,790    

Globe Life Inc, (4)

    6.125%           BBB+        6,390,540  
  255,780    

Hartford Financial Services Group Inc, (4)

    7.875%           Baa2        7,312,750  
  219,645    

Maiden Holdings North America Ltd

    7.750%           N/R        4,676,242  
  76,400    

National General Holdings Corp

    7.500%           N/R        1,934,448  
  180,564    

National General Holdings Corp

    7.500%           N/R        4,571,881  
  88,895    

National General Holdings Corp, (4)

    7.625%           N/R        2,274,823  
  238,820    

PartnerRe Ltd, (4), (13)

    7.250%           BBB        6,211,708  
  113,445    

Reinsurance Group of America Inc, (4)

    6.200%           BBB+        3,057,343  
  310,400    

Reinsurance Group of America Inc, (4)

    5.750%                 BBB+        8,504,960  
 

Total Insurance

                               108,828,762  
      Internet & Direct Marketing Retail – 0.3%  
  121,702    

eBay Inc

    6.000%                 BBB+        3,145,997  

 

37


JPC    Nuveen Preferred & Income Opportunities Fund (continued)
   Portfolio of Investments    July 31, 2020

 

Shares     Description (1)   Coupon              Ratings (2)      Value  
      Multi-Utilities – 0.8%                           
  271,210    

Algonquin Power & Utilities Corp

    6.200%                 BB+      $ 7,338,943  
      Oil, Gas & Consumable Fuels – 0.7%                           
  139,826    

NuStar Energy LP, (13)

    8.500%           B1        2,688,854  
  84,294    

NuStar Energy LP

    7.625%           B1        1,474,302  
  118,320    

NuStar Logistics LP

    7.009%                 B1        2,382,965  
 

Total Oil, Gas & Consumable Fuels

                               6,546,121  
      Thrifts & Mortgage Finance – 1.1%  
  103,924    

Federal Agricultural Mortgage Corp

    6.000%           N/R        2,856,871  
  254,458    

New York Community Bancorp Inc, (13)

    6.375%                 Ba2        6,740,592  
 

Total Thrifts & Mortgage Finance

                               9,597,463  
      Trading Companies & Distributors – 0.3%  
  116,146    

Air Lease Corp, (13)

    6.150%                 BB+        2,555,212  
      Wireless Telecommunication Services – 1.0%                           
  369,965    

United States Cellular Corp

    7.250%                 Ba1        9,404,510  
 

Total $25 Par (or similar) Retail Preferred (cost $420,105,099)

                               427,232,539  
Principal
Amount (000)
    Description (1)   Coupon      Maturity      Ratings (2)      Value  
 

CONTINGENT CAPITAL SECURITIES – 25.7% (16.3% of Total Investments) (12)

 

     
      Banks – 18.9%  
$ 2,025    

Australia & New Zealand Banking Group Ltd/United Kingdom, 144A, (4)

    6.750%        N/A (3)        Baa2      $ 2,264,193  
  4,765    

Banco Bilbao Vizcaya Argentaria SA

    6.500%        N/A (3)        Ba2        4,532,706  
  3,250    

Banco Bilbao Vizcaya Argentaria SA, (4)

    6.125%        N/A (3)        Ba2        2,925,000  
  2,310    

Banco Mercantil del Norte SA/Grand Cayman, 144A, (4)

    7.625%        N/A (3)        Ba2        2,200,275  
  6,800    

Banco Santander SA, Reg S

    7.500%        N/A (3)        Ba1        7,004,000  
  5,470    

Barclays PLC

    8.000%        N/A (3)        BBB-        5,791,362  
  7,320    

Barclays PLC

    7.750%        N/A (3)        BBB-        7,457,250  
  6,995    

Barclays PLC, Reg S

    7.875%        N/A (3)        BBB-        7,169,875  
  7,495    

BNP Paribas SA, 144A

    6.625%        N/A (3)        BBB        7,766,694  
  1,000    

BNP Paribas SA, 144A

    7.000%        N/A (3)        BBB        1,113,750  
  9,645    

BNP Paribas SA, 144A

    7.375%        N/A (3)        BBB        10,718,006  
  7,760    

Credit Agricole SA, 144A

    7.875%        N/A (3)        BBB        8,515,203  
  10,940    

Credit Agricole SA, 144A

    8.125%        N/A (3)        BBB        12,745,100  
  10,724    

HSBC Holdings PLC, (13)

    6.375%        N/A (3)        BBB        10,757,459  
  2,405    

HSBC Holdings PLC

    6.000%        N/A (3)        BBB        2,379,748  
  3,210    

ING Groep NV

    6.500%        N/A (3)        BBB        3,336,153  
  4,530    

ING Groep NV

    5.750%        N/A (3)        BBB        4,641,347  
  2,600    

ING Groep NV, Reg S

    6.875%        N/A (3)        BBB        2,717,000  
  4,940    

Intesa Sanpaolo SpA, 144A, (4)

    7.700%        N/A (3)        BB-        5,075,850  
  3,010    

Lloyds Banking Group PLC

    7.500%        N/A (3)        Baa3        3,186,838  
  14,885    

Lloyds Banking Group PLC, (4)

    7.500%        N/A (3)        Baa3        15,703,675  
  3,350    

Macquarie Bank Ltd/London, 144A

    6.125%        N/A (3)        BB+        3,358,375  
  4,590    

Natwest Group PLC

    8.000%        N/A (3)        BBB-        5,175,225  
  5,515    

Natwest Group PLC

    8.625%        N/A (3)        BBB-        5,762,017  
  3,585    

Nordea Bank Abp, 144A

    6.625%        N/A (3)        BBB+        3,885,244  
  1,646    

Societe Generale SA, 144A

    6.750%        N/A (3)        BB        1,653,209  
  2,325    

Societe Generale SA, 144A

    8.000%        N/A (3)        BB        2,609,813  
  6,536    

Societe Generale SA, 144A

    7.875%        N/A (3)        BB+        6,952,670  
  4,905    

Standard Chartered PLC, 144A, (4)

    7.500%        N/A (3)        BBB-        5,076,185  
  1,815    

Standard Chartered PLC, 144A

    7.750%        N/A (3)        BBB-        1,914,825  
  7,610    

UniCredit SpA

    8.000%        N/A (3)        B+        7,914,400  
  163,956    

Total Banks

                               172,303,447  
      Capital Markets – 6.5%  
  9,520    

Credit Suisse Group AG, 144A

    7.500%        N/A (3)        BB+        10,039,221  
  6,045    

Credit Suisse Group AG, 144A, (13)

    6.375%        N/A (3)        BB+        6,366,171  
  8,534    

Credit Suisse Group AG, 144A, (4)

    7.250%        N/A (3)        BB+        9,078,042  

 

38


Principal
Amount (000)
    Description (1)   Coupon      Maturity      Ratings (2)      Value  
      Capital Markets (continued)  
  3,925    

Credit Suisse Group AG, 144A

    7.500%        N/A (3)        BB+      $ 4,302,781  
  4,545    

Deutsche Bank AG

    6.000%        N/A (3)        B+        3,955,514  
  6,095    

UBS Group AG, Reg S

    6.875%        N/A (3)        BBB        6,552,503  
  12,310    

UBS Group AG, Reg S

    7.000%        N/A (3)        BBB        13,725,650  
  4,850    

UBS Group AG, 144A

    7.000%        N/A (3)        BBB        5,146,383  
  55,824    

Total Capital Markets

                               59,166,265  
      Equity Real Estate Investment Trust – 0.3%  
  2,505    

ING Groep NV, Reg S

    6.750%        N/A (3)        BBB        2,605,766  
$ 222,285    

Total Contingent Capital Securities (cost $226,594,614)

                               234,075,478  
Principal
Amount (000)
    Description (1)   Coupon      Maturity      Ratings (2)      Value  
 

CORPORATE BONDS – 8.1% (5.2% of Total Investments)

 

      Air Freight & Logistics – 0.3%  
$ 3,153    

XPO Logistics Inc, 144A, (4)

    6.500%        6/15/22        BB-      $ 3,160,882  
      Automobiles – 0.4%  
  975    

Ford Motor Co

    8.500%        4/21/23        BB+        1,082,416  
  1,850    

Ford Motor Co, (4)

    7.450%        7/16/31        BB+        2,192,805  
  2,825    

Total Automobiles

                               3,275,221  
      Chemicals – 0.5%  
  474    

Blue Cube Spinco LLC

    9.750%        10/15/23        BB-        494,145  
  2,500    

Blue Cube Spinco LLC, (4)

    10.000%        10/15/25        BB-        2,668,750  
  1,300    

CVR Partners LP / CVR Nitrogen Finance Corp, 144A, (4)

    9.250%        6/15/23        B+        1,274,000  
  4,274    

Total Chemicals

                               4,436,895  
      Containers & Packaging – 0.1%  
  1,169    

Sealed Air Corp, 144A

    6.875%        7/15/33        BB+        1,420,335  
      Diversified Financial Services – 0.4%  
  6,481    

ILFC E-Capital Trust II, 144A

    3.270%        12/21/65        BB+        3,434,930  
      Entertainment – 1.3%  
  11,350    

Liberty Interactive LLC, (4)

    8.500%        7/15/29        BB        11,893,438  
      Food & Staples Retailing – 0.8%  
  6,875    

Albertsons Cos Inc / Safeway Inc / New Albertsons LP / Albertsons LLC, 144A, (4)

    7.500%        3/15/26        BB-        7,734,375  
      Media – 1.2%  
  4,125    

Altice Financing SA, 144A, (4)

    7.500%        5/15/26        B        4,435,406  
  4,725    

ViacomCBS Inc, (6)

    6.875%        4/30/36        BBB        6,613,898  
  8,850    

Total Media

                               11,049,304  
      Multiline Retail – 0.7%  
  5,650    

Nordstrom Inc, 144A, (6)

    8.750%        5/15/25        Baa2        6,187,486  
      Oil, Gas & Consumable Fuels – 0.7%  
  5,710    

Enviva Partners LP / Enviva Partners Finance Corp, 144A, (4)

    6.500%        1/15/26        BB-        6,152,525  
      Semiconductors & Semiconductor Equipment – 0.7%  
  5,623    

Amkor Technology Inc, 144A, (4)

    6.625%        9/15/27        BB        6,185,300  
      Technology Hardware, Storage & Peripherals – 0.3%  
  2,500    

Dell International LLC / EMC Corp, 144A, (6)

    6.200%        7/15/30        BBB-        3,044,531  

 

39


JPC    Nuveen Preferred & Income Opportunities Fund (continued)
   Portfolio of Investments    July 31, 2020

 

Principal
Amount (000)
    Description (1)   Coupon      Maturity      Ratings (2)      Value  
      Wireless Telecommunication Services – 0.7%  
$ 5,850    

T-Mobile USA Inc, (4)

    6.375%        3/01/25        BB+      $ 6,005,259  
$ 70,310    

Total Corporate Bonds (cost $72,481,473)

                               73,980,481  
Shares     Description (1)   Coupon              Ratings (2)      Value  
 

CONVERTIBLE PREFERRED SECURITIES – 2.2% (1.4% of Total Investments)

 

      Electric Utilities – 0.6%  
  102,500    

Southern Co

    6.750%                 BBB      $ 4,727,300  
      Multi-Utilities – 0.6%  
  53,900    

Sempra Energy

    6.750%                 N/R        5,580,806  
      Semiconductors & Semiconductor Equipment – 1.0%  
  8,050    

Broadcom Inc

    8.000%                 N/R        9,184,325  
 

Total Convertible Preferred Securities (cost $19,281,246)

                               19,492,431  
 

Total Long-Term Investments (cost $1,373,337,569)

                               1,410,842,643  
Principal
Amount (000)
    Description (1)   Coupon      Maturity              Value  
 

SHORT-TERM INVESTMENTS – 2.3% (1.5% of Total Investments)

          
      REPURCHASE AGREEMENTS – 2.3% (1.5% of Total Investments)                           
$ 20,978    

Repurchase Agreement with Fixed Income Clearing Corporation, dated 7/31/20, repurchase price $20,978,407, collateralized by $21,397,200 U.S. Treasury Notes, 0.125%, due 7/31/22, value $21,398,034

    0.000%        8/03/20               $ 20,978,407  
 

Total Short-Term Investments (cost $20,978,407)

                               20,978,407  
 

Total Investments (cost $1,394,315,976) – 157.0%

 

              1,431,821,050  
 

Borrowings – (43.9)% (9), (10)

 

              (400,000,000
 

Reverse Repurchase Agreements – (11.0)% (7)

 

              (100,000,000
 

Other Assets Less Liabilities – (2.1)% (11)

 

              (19,627,692
 

Net Assets Applicable to Common Shares – 100%

 

            $ 912,193,358  

Investments in Derivatives

Futures Contracts

 

Description    Contract
Position
     Number of
Contracts
     Expiration
Date
     Notional
Amount
     Value      Unrealized
Appreciation
(Depreciation)
     Variation Margin
Receivable/
(Payable)
 

U.S. Treasury 10-Year Note

     Short        (254      9/20      $ (35,209,604    $ (35,579,844    $ (370,240    $ (15,875

Interest Rate Swaps – OTC Uncleared

 

Counterparty   Notional
Amount
    Fund
Pay/Receive
Floating Rate
    Floating Rate Index     Fixed Rate
(Annualized)
    Fixed Rate
Payment
Frequency
    Effective
Date (14)
    Optional
Termination
Date
    Maturity
Date
    Value     Unrealized
Appreciation
(Depreciation)
 

Morgan Stanley Capital Services, LLC

  $ 277,500,000       Receive       1-Month LIBOR       1.994     Monthly       6/01/18       7/01/25       7/01/27     $ (34,158,273   $ (34,158,273

Morgan Stanley Capital Services, LLC

    48,000,000       Receive       1-Month LIBOR       2.364       Monthly       7/01/19       7/01/26       7/01/28       (7,950,458     (7,950,458

Total

  $ 325,500,000                                                             $ (42,108,731   $ (42,108,731

 

40


For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.

 

(1)

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

 

(2)

For financial reporting purposes, the ratings disclosed are the highest of Standard & Poor’s Group (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) rating. This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Ratings below BBB by Standard & Poor’s, Baa by Moody’s or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies. Ratings are not covered by the report of independent registered public accounting firm.

 

(3)

Perpetual security. Maturity date is not applicable.

 

(4)

Investment, or portion of investment, has been pledged to collateralize the net payment obligations for investments in reverse repurchase agreements. As of the end of the reporting period, investments with a value of $283,264,324 have been pledged as collateral for reverse repurchase agreements.

 

(5)

Variable rate security. The rate shown is the coupon as of the end of the reporting period.

 

(6)

Investment, or portion of investment, has been pledged to collateralized the net payment obligations for investments in derivatives.

 

(7)

Reverse Repurchase Agreements as a percentage of Total Investments is 7.0%.

 

(8)

For fair value measurement disclosure purposes, investment classified as Level 2. See Notes to Financial Statements, Note 3 – Investment Valuation and Fair Value Measurements for more information.

 

(9)

Borrowings as a percentage of Total Investments is 27.9%.

 

(10)

The Fund may pledge up to 100% of its eligible investments (excluding any investments separately pledged as collateral for specific investments in derivatives, when applicable) in the Portfolio of Investments as collateral for borrowings. As of the end of the reporting period, investments with a value of $883,153,635 have been pledged as collateral for borrowings.

 

(11)

Other assets less liabilities includes the unrealized appreciation (depreciation) of certain over-the counter (“OTC”) derivatives as presented on the Statement of Assets and Liabilities, when applicable. The unrealized appreciation (depreciation) of OTC cleared and exchange-traded derivatives is recognized as part of cash collateral at brokers and/or the receivable or payable for variation margin as presented on the Statement of Assets and Liabilities, when applicable.

 

(12)

Contingent Capital Securities (“CoCos”) are hybrid securities with loss absorption characteristics built into the terms of the security for the benefit of the issuer. For example, the terms may specify an automatic write-down of principal or a mandatory conversion into the issuer’s common stock under certain adverse circumstances, such as the issuer’s capital ratio falling below a specified level.

 

(13)

Investment, or portion of investment, is hypothecated as described in Notes to Financial Statements, Note 8 – Fund Leverage. The total value of investments hypothecated as of the end of the reporting period was $307,931,325.

 

(14)

Effective date represents the date on which both the Fund and counterparty commence interest payment accruals on each contract.

 

144A

Investment is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These investments may only be resold in transactions exempt from registration, which are normally those transactions with qualified institutional buyers.

 

LIBOR

London Inter-Bank Offered Rate

 

Reg S

Regulation S allows U.S. companies to sell securities to persons or entities located outside of the United States without registering those securities with the Securities and Exchange Commission. Specifically, Regulation S provides a safe harbor from the registration requirements of the Securities Act for the offers and sales of securities by both foreign and domestic issuers that are made outside the United States.

 

See accompanying notes to financial statements.

 

41


JPI   

Nuveen Preferred and Income Term
Fund

 

Portfolio of Investments    July 31, 2020

 

Principal

Amount (000)/
Shares

    Description (1)   Coupon      Maturity      Ratings (2)      Value  
 

LONG-TERM INVESTMENTS – 149.0% (100.0% of Total Investments)

 

      $1,000 PAR (OR SIMILAR) INSTITUTIONAL PREFERRED – 68.7% (46.1% of Total Investments)  
      Automobiles – 1.7%  
$ 9,433    

General Motors Financial Co Inc, (3)

    5.750%        N/A (4)        BB+      $ 8,887,645  
      Banks – 29.2%  
  1,860    

Bank of America Corp

    6.300%        N/A (4)        BBB        2,138,676  
  1,500    

Bank of America Corp

    6.100%        N/A (4)        BBB        1,646,250  
  3,700    

Bank of America Corp

    6.250%        N/A (4)        BBB        4,020,839  
  5,840    

Bank of America Corp, (3)

    6.500%        N/A (4)        BBB        6,536,741  
  2,340    

Barclays Bank PLC, 144A

    10.179%        6/12/21        BBB+        2,513,687  
  2,845    

CIT Group Inc

    5.800%        N/A (4)        Ba3        2,203,026  
  10,068    

Citigroup Inc, (3)

    5.950%        N/A (4)        BBB-        10,747,590  
  6,380    

Citigroup Inc, (3)

    6.300%        N/A (4)        BBB-        6,603,300  
  3,070    

Citigroup Inc, (5)

    6.250%        N/A (4)        BBB-        3,400,025  
  6,795    

Citigroup Inc, (3)

    5.000%        N/A (4)        BBB-        6,811,987  
  3,180    

Citizens Financial Group Inc

    6.375%        N/A (4)        BB+        3,066,490  
  1,085    

Commerzbank AG, 144A, (5)

    8.125%        9/19/23        Baa3        1,253,556  
  2,345    

Farm Credit Bank of Texas, 144A

    5.700%        N/A (4)        Baa1        2,466,883  
  1,815    

Fifth Third Bancorp

    4.500%        N/A (4)        Baa3        1,846,763  
  2,121    

HSBC Capital Funding Dollar 1 LP, 144A

    10.176%        N/A (4)        Baa2        3,378,477  
  6,470    

Huntington Bancshares Inc/OH

    5.625%        N/A (4)        Baa3        7,141,133  
  7,060    

JPMorgan Chase & Co, (5)

    5.000%        N/A (4)        BBB+        7,104,125  
  2,385    

JPMorgan Chase & Co

    6.100%        N/A (4)        BBB+        2,510,212  
  12,192    

JPMorgan Chase & Co

    6.750%        N/A (4)        BBB+        13,512,759  
  2,430    

KeyCorp

    5.000%        N/A (4)        Baa3        2,429,757  
  1,905    

Lloyds Bank PLC, 144A

    12.000%        N/A (4)        Baa3        2,216,239  
  1,570    

M&T Bank Corp

    6.450%        N/A (4)        Baa2        1,679,900  
  1,765    

M&T Bank Corp

    5.125%        N/A (4)        Baa2        1,809,125  
  3,071    

Natwest Group PLC

    7.648%        N/A (4)        BBB-        4,585,003  
  1,969    

PNC Financial Services Group Inc

    6.750%        N/A (4)        Baa2        2,003,458  
  2,668    

PNC Financial Services Group Inc

    5.000%        N/A (4)        Baa2        2,784,658  
  2,345    

Regions Financial Corp

    5.750%        N/A (4)        BB+        2,497,425  
  2,110    

Truist Financial Corp

    4.950%        N/A (4)        Baa2        2,252,425  
  11,615    

Truist Financial Corp, (5)

    4.800%        N/A (4)        Baa2        11,709,522  
  2,980    

Truist Financial Corp, (5)

    5.050%        N/A (4)        Baa2        2,752,579  
  1,500    

USB Realty Corp, 144A, (3-Month LIBOR reference rate + 1.147% spread), (6)

    1.422%        N/A (4)        A3        1,196,250  
  6,385    

Wachovia Capital Trust III

    5.570%        N/A (4)        Baa2        6,352,500  
  1,230    

Wells Fargo & Co, (5)

    7.950%        11/15/29        Baa1        1,644,103  
  3,301    

Wells Fargo & Co

    5.900%        N/A (4)        Baa2        3,353,687  
  8,178    

Wells Fargo & Co

    5.875%        N/A (4)        Baa2        8,852,685  
  1,050    

Zions Bancorp NA

    5.800%        N/A (4)        BB+        956,071  
  1,415    

Zions Bancorp NA, (5)

    7.200%        N/A (4)        BB+        1,432,688  
 

Total Banks

                               149,410,594  
      Capital Markets – 4.6%  
  2,385    

Bank of New York Mellon Corp

    4.700%        N/A (4)        Baa1        2,582,430  
  5,540    

Charles Schwab Corp, (3)

    5.375%        N/A (4)        BBB        6,066,300  
  3,950    

Goldman Sachs Group Inc, (3-Month LIBOR reference rate + 3.922% spread), (6)

    4.370%        N/A (4)        BBB-        3,836,438  
  4,402    

Goldman Sachs Group Inc, (5)

    5.300%        N/A (4)        BBB-        4,699,338  
  5,760    

Goldman Sachs Group Inc

    5.500%        N/A (4)        BBB-        6,184,800  
 

Total Capital Markets

                               23,369,306  
      Commercial Services & Supplies – 1.0%                           
  6,345    

AerCap Global Aviation Trust, 144A, (5)

    6.500%        6/15/45        BB+        5,050,620  

 

42


Principal

Amount (000)/
Shares

    Description (1)   Coupon      Maturity      Ratings (2)      Value  
      Consumer Finance – 0.6%  
  2,585    

Capital One Financial Corp, (3-Month LIBOR reference rate + 3.800% spread), (6)

    4.150%        N/A (4)        Baa3      $ 2,248,950  
  825    

Discover Financial Services

    5.500%        N/A (4)        Ba2        752,734  
 

Total Consumer Finance

                               3,001,684  
      Diversified Financial Services – 3.7%  
  12,700    

Compeer Financial ACA, 144A

    6.750%        N/A (4)        BB+        12,827,000  
  1,820    

Discover Financial Services

    6.125%        N/A (4)        Ba2        1,934,296  
  3,947    

Voya Financial Inc, (5)

    6.125%        N/A (4)        BBB-        4,080,843  
 

Total Diversified Financial Services

                               18,842,139  
      Electric Utilities – 2.0%  
  2,210    

Electricite de France SA, 144A

    5.250%        N/A (4)        BBB        2,298,400  
  6,965    

Emera Inc, (5)

    6.750%        6/15/76        BB+        7,741,597  
 

Total Electric Utilities

                               10,039,997  
      Food Products – 4.6%  
  2,360    

Dairy Farmers of America Inc, 144A

    7.125%        N/A (4)        BB+        2,026,532  
  12,570    

Land O’ Lakes Inc, 144A

    8.000%        N/A (4)        BB        12,318,600  
  7,493    

Land O’ Lakes Inc, 144A

    7.000%        N/A (4)        BB        6,715,601  
  2,370    

Land O’ Lakes Inc, 144A

    7.250%        N/A (4)        BB        2,180,400  
 

Total Food Products

                               23,241,133  
      Independent Power & Renewable Electricity Producers – 0.7%  
  1,240    

AES Gener SA, 144A, (5)

    7.125%        3/26/79        BB        1,261,093  
  2,550    

AES Gener SA, 144A, (5)

    6.350%        10/07/79        BB        2,501,422  
 

Total Independent Power & Renewable Electricity Producers

                               3,762,515  
      Industrial Conglomerates – 2.0%  
  12,882    

General Electric Co, (3)

    5.000%        N/A (4)        BBB-        10,208,985  
      Insurance – 13.5%  
  1,920    

Aegon NV

    5.500%        4/11/48        Baa1        2,084,916  
  1,697    

American International Group Inc, (9)

    5.750%        4/01/48        Baa2        1,860,493  
  9,100    

Assurant Inc, (5)

    7.000%        3/27/48        BB+        9,509,500  
  13,170    

Assured Guaranty Municipal Holdings Inc, 144A, (3), (9)

    6.400%        12/15/66        BBB+        12,741,975  
  2,320    

AXIS Specialty Finance LLC

    4.900%        1/15/40        BBB        2,172,983  
  3,900    

Markel Corp

    6.000%        N/A (4)        BBB-        4,099,875  
  3,440    

MetLife Inc, 144A, (9)

    9.250%        4/08/38        BBB        5,108,400  
  1,270    

MetLife Inc, (5)

    5.875%        N/A (4)        BBB        1,390,650  
  4,734    

Provident Financing Trust I, (5)

    7.405%        3/15/38        BB+        5,331,650  
  10,990    

QBE Insurance Group Ltd, 144A, (5)

    7.500%        11/24/43        Baa1        12,250,883  
  1,650    

QBE Insurance Group Ltd, Reg S

    6.750%        12/02/44        BBB        1,823,679  
  1,220    

QBE Insurance Group Ltd, 144A

    5.875%        N/A (4)        Baa2        1,277,950  
  9,600    

SBL Holdings Inc, 144A, (3)

    7.000%        N/A (4)        BB        8,040,000  
  1,255    

Swiss Re Finance Luxembourg SA, 144A, (5)

    5.000%        4/02/49        A        1,415,801  
 

Total Insurance

                               69,108,755  
      Metals & Mining – 0.6%  
  2,290    

BHP Billiton Finance USA Ltd, 144A, (5)

    6.250%        10/19/75        BBB+        2,304,129  
  725    

BHP Billiton Finance USA Ltd, 144A, (5)

    6.750%        10/19/75        BBB+        856,087  
 

Total Metals & Mining

                               3,160,216  
      Multi-Utilities – 2.5%  
  6,005    

CenterPoint Energy Inc, (3)

    6.125%        N/A (4)        BBB-        5,967,469  
  795    

CMS Energy Corp, (5)

    4.750%        6/01/50        Baa2        848,857  
  2,815    

NiSource Inc

    5.650%        N/A (4)        BBB-        2,744,625  
  2,960    

Sempra Energy

    4.875%        N/A (4)        BBB-        3,064,488  
 

Total Multi-Utilities

                               12,625,439  

 

43


JPI    Nuveen Preferred and Income Term Fund (continued)
   Portfolio of Investments    July 31, 2020

 

Principal

Amount (000)/
Shares

    Description (1)   Coupon      Maturity      Ratings (2)      Value  
      Oil, Gas & Consumable Fuels – 0.8%  
  1,555    

Enbridge Inc, (5)

    5.750%        7/15/80        BBB-      $ 1,584,984  
  1,145    

MPLX LP, (5)

    6.875%        N/A (4)        BB+        1,002,946  
  1,320    

Transcanada Trust

    5.500%        9/15/79        BBB        1,379,690  
 

Total Oil, Gas & Consumable Fuels

                               3,967,620  
      Trading Companies & Distributors – 0.4%  
  2,485    

AerCap Holdings NV, (3)

    5.875%        10/10/79        BB+        1,905,523  
      U.S. Agency – 0.2%  
  1,180    

Farm Credit Bank of Texas, 144A

    6.200%        N/A (4)        BBB+        1,186,927  
      Wireless Telecommunication Services – 0.6%                           
  2,735    

Vodafone Group PLC

    7.000%        4/04/79        BB+        3,288,395  
 

Total $1,000 Par (or similar) Institutional Preferred (cost $340,025,959)

                               351,057,493  

Principal

Amount (000)

    Description (1)   Coupon      Maturity      Ratings (2)      Value  
 

CONTINGENT CAPITAL SECURITIES – 43.1% (29.0% of Total Investments) (7)

 

      Banks – 31.8%  
$ 1,970    

Australia & New Zealand Banking Group Ltd/United Kingdom, 144A

    6.750%        N/A (4)        Baa2      $ 2,202,696  
  4,555    

Banco Bilbao Vizcaya Argentaria SA

    6.500%        N/A (4)        Ba2        4,332,944  
  3,085    

Banco Bilbao Vizcaya Argentaria SA

    6.125%        N/A (4)        Ba2        2,776,500  
  2,140    

Banco Mercantil del Norte SA/Grand Cayman, 144A, (5)

    7.625%        N/A (4)        Ba2        2,038,350  
  6,400    

Banco Santander SA

    7.500%        N/A (4)        Ba1        6,592,000  
  5,125    

Barclays PLC, (5)

    8.000%        N/A (4)        BBB-        5,426,094  
  6,945    

Barclays PLC

    7.750%        N/A (4)        BBB-        7,075,219  
  6,510    

Barclays PLC

    7.875%        N/A (4)        BBB-        6,672,750  
  7,100    

BNP Paribas SA, 144A

    6.625%        N/A (4)        BBB        7,357,375  
  950    

BNP Paribas SA, 144A

    7.000%        N/A (4)        BBB        1,058,063  
  9,140    

BNP Paribas SA, 144A

    7.375%        N/A (4)        BBB        10,156,825  
  7,275    

Credit Agricole SA, 144A

    7.875%        N/A (4)        BBB        7,983,003  
  10,224    

Credit Agricole SA, 144A

    8.125%        N/A (4)        BBB        11,910,960  
  10,176    

HSBC Holdings PLC, (3)

    6.375%        N/A (4)        BBB        10,207,749  
  2,210    

HSBC Holdings PLC, (5)

    6.000%        N/A (4)        BBB        2,186,795  
  3,045    

ING Groep NV

    6.500%        N/A (4)        BBB        3,164,668  
  4,250    

ING Groep NV

    5.750%        N/A (4)        BBB        4,354,465  
  2,774    

ING Groep NV

    6.875%        N/A (4)        BBB        2,898,830  
  4,614    

Intesa Sanpaolo SpA, 144A

    7.700%        N/A (4)        BB-        4,740,885  
  2,810    

Lloyds Banking Group PLC

    7.500%        N/A (4)        Baa3        2,975,088  
  13,970    

Lloyds Banking Group PLC

    7.500%        N/A (4)        Baa3        14,738,350  
  3,050    

Macquarie Bank Ltd/London, 144A

    6.125%        N/A (4)        BB+        3,057,625  
  4,670    

Natwest Group PLC

    8.000%        N/A (4)        BBB-        5,265,425  
  5,105    

Natwest Group PLC

    8.625%        N/A (4)        BBB-        5,333,653  
  3,335    

Nordea Bank Abp, 144A

    6.625%        N/A (4)        BBB+        3,614,306  
  1,508    

Societe Generale SA, 144A

    6.750%        N/A (4)        BB        1,514,605  
  2,170    

Societe Generale SA, 144A

    8.000%        N/A (4)        BB        2,435,825  
  6,163    

Societe Generale SA, 144A

    7.875%        N/A (4)        BB+        6,555,891  
  4,630    

Standard Chartered PLC, 144A

    7.500%        N/A (4)        BBB-        4,791,587  
  1,720    

Standard Chartered PLC, 144A

    7.750%        N/A (4)        BBB-        1,814,600  
  7,165    

UniCredit SpA

    8.000%        N/A (4)        B+        7,451,600  
  154,784    

Total Banks

                               162,684,726  
      Capital Markets – 10.8%  
  8,935    

Credit Suisse Group AG, 144A, (5)

    7.500%        N/A (4)        BB+        9,422,315  
  5,570    

Credit Suisse Group AG, 144A, (5)

    6.375%        N/A (4)        BB+        5,865,934  
  8,121    

Credit Suisse Group AG, 144A, (3)

    7.250%        N/A (4)        BB+        8,638,714  
  3,632    

Credit Suisse Group AG, 144A

    7.500%        N/A (4)        BB+        3,981,580  
  4,245    

Deutsche Bank AG

    6.000%        N/A (4)        B+        3,694,423  
  5,480    

UBS Group AG, Reg S, (5)

    6.875%        N/A (4)        BBB        5,891,340  
  11,352    

UBS Group AG, Reg S

    7.000%        N/A (4)        BBB        12,657,480  
  4,895    

UBS Group AG, 144A, (5)

    7.000%        N/A (4)        BBB        5,194,133  
  52,230    

Total Capital Markets

                               55,345,919  

 

44


Principal

Amount (000)

    Description (1)   Coupon      Maturity      Ratings (2)      Value  
      Equity Real Estate Investment Trust – 0.5%  
$ 2,290    

ING Groep NV

    6.750%        N/A (4)        BBB      $ 2,382,118  
$ 209,304    

Total Contingent Capital Securities (cost $212,171,188)

                               220,412,763  
Shares     Description (1)   Coupon              Ratings (2)      Value  
 

$25 PAR (OR SIMILAR) RETAIL PREFERRED – 36.6% (24.5% of Total Investments)

 

      Banks – 12.1%  
  32,689    

Citigroup Inc

    7.125%           BBB-      $ 928,041  
  152,500    

CoBank ACB, 144A, (3), (8)

    6.250%           BBB+        15,631,250  
  62,728    

CoBank ACB, (3), (8)

    6.200%           BBB+        6,617,804  
  131,200    

Farm Credit Bank of Texas, 144A, (3), (5), (8)

    6.750%           Baa1        13,776,000  
  119,833    

Fifth Third Bancorp

    6.625%           Baa3        3,287,019  
  154,612    

Huntington Bancshares Inc/OH, (3)

    6.250%           Baa3        3,948,791  
  54,100    

KeyCorp

    6.125%           Baa3        1,523,997  
  189,478    

Regions Financial Corp, (3)

    6.375%           BB+        5,189,802  
  80,200    

Regions Financial Corp

    5.700%           BB+        2,120,488  
  103,589    

Synovus Financial Corp, (3)

    5.875%           BB-        2,521,356  
  104,000    

Truist Financial Corp

    4.750%           Baa2        2,620,800  
  64,600    

Wells Fargo & Co

    4.750%           Baa2        1,576,240  
  93,000    

Wintrust Financial Corp

    6.875%                 BB        2,400,330  
 

Total Banks

                               62,141,918  
      Capital Markets – 4.1%  
  54,600    

Goldman Sachs Group Inc

    5.500%           Ba1        1,470,378  
  130,756    

Morgan Stanley

    7.125%           BBB-        3,759,235  
  153,300    

Morgan Stanley, (3)

    6.875%           BBB-        4,399,710  
  196,300    

Morgan Stanley, (3)

    5.850%           BBB-        5,616,143  
  164,900    

Morgan Stanley, (3)

    6.375%           BBB-        4,656,776  
  30,950    

State Street Corp, (3)

    5.350%                 Baa1        878,980  
 

Total Capital Markets

                               20,781,222  
      Consumer Finance – 1.3%                       
  117,026    

GMAC Capital Trust I, (5)

    6.177%           BB-        2,816,816  
  155,700    

Synchrony Financial

    5.625%                 BB-        3,755,484  
 

Total Consumer Finance

                               6,572,300  
      Diversified Financial Services – 3.6%  
  80,100    

AgriBank FCB, (3), (8)

    6.875%           BBB+        8,410,500  
  105,500    

Equitable Holdings Inc, (5)

    5.250%           BBB-        2,594,245  
  261,100    

Voya Financial Inc, (3)

    5.350%                 BBB-        7,360,409  
 

Total Diversified Financial Services

                               18,365,154  
      Diversified Telecommunication Services – 0.4%  
  77,900    

AT&T Inc, (5)

    4.750%                 BBB        1,953,732  
      Food Products – 3.1%  
  100,400    

CHS Inc, (3)

    7.875%           N/R        2,750,960  
  194,529    

CHS Inc, (3)

    7.100%           N/R        4,902,130  
  180,399    

CHS Inc, (3)

    6.750%           N/R        4,528,015  
  24,000    

Dairy Farmers of America Inc, 144A, (8)

    7.875%           BB+        2,112,000  
  20,500    

Dairy Farmers of America Inc, 144A, (3), (8)

    7.875%                 BB+        1,804,000  
 

Total Food Products

                               16,097,105  
      Insurance – 8.5%  
  256,300    

American Equity Investment Life Holding Co, (3)

    5.950%           BB        5,984,605  
  114,700    

American Equity Investment Life Holding Co

    6.625%           BB        2,859,471  
  337,943    

Aspen Insurance Holdings Ltd, (3)

    5.950%           BB+        8,935,213  
  62,000    

Aspen Insurance Holdings Ltd, (3)

    5.625%           BB+        1,556,200  
  143,100    

Athene Holding Ltd, (5)

    6.350%           BBB-        3,729,186  
  89,100    

Athene Holding Ltd

    6.375%           BBB-        2,333,529  
  108,900    

Axis Capital Holdings Ltd

    5.500%           BBB        2,787,840  
  70,700    

Delphi Financial Group Inc, (5), (8)

    3.582%           BBB        1,484,700  

 

45


JPI    Nuveen Preferred and Income Term Fund (continued)
   Portfolio of Investments    July 31, 2020

 

Shares     Description (1)   Coupon              Ratings (2)      Value  
      Insurance (continued)  
  119,500    

Enstar Group Ltd, (5)

    7.000%           BB+      $ 3,206,185  
  65,400    

Globe Life Inc, (5)

    6.125%           BBB+        1,700,400  
  200,629    

Maiden Holdings North America Ltd, (5)

    7.750%           N/R        4,271,391  
  161,200    

Reinsurance Group of America Inc, (3), (5)

    5.750%                 BBB+        4,416,880  
 

Total Insurance

                               43,265,600  
      Oil, Gas & Consumable Fuels –1.2%  
  130,503    

NuStar Energy LP, (3)

    8.500%           B1        2,509,573  
  78,881    

NuStar Energy LP

    7.625%           B1        1,379,629  
  114,104    

NuStar Logistics LP, (5)

    7.009%                 B1        2,298,054  
 

Total Oil, Gas & Consumable Fuels

                               6,187,256  
      Thrifts & Mortgage Finance – 1.8%  
  97,066    

Federal Agricultural Mortgage Corp

    6.000%           N/R        2,668,344  
  239,609    

New York Community Bancorp Inc, (3)

    6.375%                 Ba2        6,347,243  
 

Total Thrifts & Mortgage Finance

                               9,015,587  
      Trading Companies & Distributors – 0.5%                           
  107,152    

Air Lease Corp, (5)

    6.150%                 BB+        2,357,344  
 

Total $25 Par (or similar) Retail Preferred (cost $183,806,056)

                               186,737,218  
Principal
Amount (000)
    Description (1)   Coupon      Maturity      Ratings (2)      Value  
 

CORPORATE BONDS – 0.6% (0.4% of Total Investments)

 

  
      Diversified Financial Services – 0.6%  
$ 6,082    

ILFC E-Capital Trust II, 144A

    3.270%        12/21/65        BB+      $ 3,223,460  
$ 6,082    

Total Corporate Bonds (cost $4,464,696)

                               3,223,460  
 

Total Long-Term Investments (cost $740,467,899)

                               761,430,934  
Principal
Amount (000)
    Description   Coupon      Maturity              Value  
 

SHORT-TERM INVESTMENTS – 0.0% (0.0% of Total Investments)

 

      REPURCHASE AGREEMENTS – 0.0% (0.0% of Total Investments)  
$ 246    

Repurchase Agreement with Fixed Income Clearing Corporation,
dated 7/31/20, repurchase price $245,825,
collateralized by $237,900 U.S. Treasury Notes,
0.125%, due 4/15/25, value $250,807

    0.000%        8/03/20               $ 245,825  
 

Total Short-Term Investments (cost $245,825)

 

              245,825  
 

Total Investments (cost $740,713,724) – 149.0%

 

              761,676,759  
 

Borrowings – (39.1)% (10), (11)

 

              (200,000,000
 

Reverse Repurchase Agreements – (8.8)% (12)

 

              (45,000,000
 

Other Assets Less Liabilities – (1.1)% (13)

 

              (5,617,218
 

Net Assets Applicable to Common Shares – 100%

 

            $ 511,059,541  

Investments in Derivatives

Futures Contracts

 

Description    Contract
Position
     Number of
Contracts
     Expiration
Date
     Notional
Amount
     Value      Unrealized
Appreciation
(Depreciation)
     Variation
Margin
Receivable/
(Payable)
 

U.S. Treasury 10-Year Note

     Short        (232      9/20      $ (32,159,953    $ (32,498,125    $ (338,172    $ (14,500

 

46


Interest Rate Swaps – OTC Uncleared

 

Counterparty   Notional
Amount
    Fund
Pay/Receive
Floating Rate
    Floating Rate Index     Fixed Rate
(Annualized)
    Fixed Rate
Payment
Frequency
    Effective
Date (14)
    Optional
Termination
Date
    Maturity
Date
    Value     Unrealized
Appreciation
(Depreciation)
 

Morgan Stanley Capital Services, LLC

  $ 112,000,000       Receive       1-Month LIBOR       1.928     Monthly       6/01/18       3/01/23       3/01/24     $ (7,501,328   $ (7,501,328

Morgan Stanley Capital Services, LLC

    45,000,000       Receive       1-Month LIBOR       2.333       Monthly       7/01/19       10/01/23       7/01/24       (4,000,340     (4,000,340

Total

  $ 157,000,000                                                             $ (11,501,668   $ (11,501,668

 

 

For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.

 

(1)

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

 

(2)

For financial reporting purposes, the ratings disclosed are the highest of Standard & Poor’s Group (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) rating. This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Ratings below BBB by Standard & Poor’s, Baa by Moody’s or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies. Ratings are not covered by the report of independent registered public accounting firm.

 

(3)

Investment, or portion of investment, is hypothecated as described in Notes to Financial Statments, Note 8 – Fund Leverage. The total value of investments hypothecated as of the end of the reporting period was $185,093,212.

 

(4)

Perpetual security. Maturity date is not applicable.

 

(5)

Investment, or portion of investment, has been pledged to collateralize the net payment obligations for investments in reverse repurchase agreements. As of the end of the reporting period, investments with a value of $133,571,485 have been pledged as collateral for reverse repurchase agreements.

 

(6)

Variable rate security. The rate shown is the coupon as of the end of the reporting period.

 

(7)

Contingent Capital Securities (“CoCos”) are hybrid securities with loss absorption characteristics built into the terms of the security for the benefit of the issuer. For example, the terms may specify an automatic write-down of principal or a mandatory conversion into the issuer’s common stock under certain adverse circumstances, such as the issuer’s capital ratio falling below a specified level.

 

(8)

For fair value measurement disclosure purposes, investment classified as Level 2. See Notes to Financial Statements, Note 3 – Investment Valuation and Fair Value Measurements for more information.

 

(9)

Investment, or portion of investment, has been pledged to collateralized the net payment obligations for investments in derivatives.

 

(10)

Borrowings as a percentage of Total Investments is 26.3%.

 

(11)

The Fund may pledge up to 100% of its eligible investments (excluding any investments separately pledged as collateral for specific investments in derivatives, when applicable) in the Portfolio of Investments as collateral for borrowings. As of the end of the reporting period, investments with a value of $467,983,551 have been pledged as collateral for borrowings.

 

(12)

Reverse Repurchase Agreements as a percentage of Total Investments is 5.9%.

 

(13)

Other assets less liabilities includes the unrealized appreciation (depreciation) of certain over-the-counter (“OTC”) derivatives as presented on the Statement of Assets and Liabilities, when applicable. The unrealized appreciation (depreciation) of OTC cleared and exchange-traded derivatives is recognized as part of the cash collateral at brokers and/or the receivable or payable for variation margin as presented on the Statement of Assets and Liabilities, when applicable.

 

(14)

Effective date represents the date on which both the Fund and counterparty commence interest payment accruals on each contract.

 

144A

Investment is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These investments may only be resold in transactions exempt from registration, which are normally those transactions with qualified institutional buyers.

 

LIBOR

London Inter-Bank Offered Rate

 

Reg S

Regulation S allows U.S. companies to sell securities to persons or entities located outside of the United States without registering those securities with the Securities and Exchange Commission. Specifically, Regulation S provides a safe harbor from the registration requirements of the Securities Act for the offers and sales of securities by both foreign and domestic issuers that are made outside the United States.

 

See accompanying notes to financial statements.

 

47


JPS   

Nuveen Preferred & Income Securities
Fund

 

Portfolio of Investments    July 31, 2020

 

Principal

Amount (000)/

Shares

    Description (1)   Coupon      Maturity      Ratings (2)      Value  
 

LONG-TERM INVESTMENTS – 153.8% (98.2% of Total Investments)

 

 

$1,000 PAR (OR SIMILAR) INSTITUTIONAL PREFERRED – 73.8% (47.1% of Total Investments)

 

      Banks – 26.2%  
$ 12,300    

Bank of America Corp,

    6.100%        N/A (3)        BBB      $ 13,499,250  
  19,300    

Bank of America Corp, (4)

    6.500%        N/A (3)        BBB        21,602,587  
  3,000    

Bank of Nova Scotia

    4.900%        N/A (3)        BBB-        3,082,080  
  11,500    

Citigroup Inc

    5.950%        N/A (3)        BBB-        12,276,250  
  13,940    

Citigroup Inc

    5.950%        N/A (3)        BBB-        13,689,638  
  13,000    

Citigroup Inc

    6.125%        N/A (3)        BBB-        12,967,500  
  24,389    

Citizens Financial Group Inc

    4.264%        N/A (3)        BB+        22,193,990  
  3,976    

Citizens Financial Group Inc

    5.650%        N/A (3)        BB+        4,214,560  
  3,400    

Citizens Financial Group Inc, (5)

    6.375%        N/A (3)        BB+        3,278,637  
  14,000    

CoBank ACB, 144A, (4)

    6.250%        N/A (3)        BBB+        14,280,000  
  12,130    

Comerica Inc

    5.625%        N/A (3)        Baa2        12,952,414  
  6,100    

Corestates Capital III, 144A, (5)

    0.962%        2/15/27        A1        5,481,134  
  1,250    

DNB Bank ASA

    0.613%        N/A (3)        Baa2        896,875  
  1,250    

DNB Bank ASA

    1.740%        N/A (3)        Baa2        896,875  
  3,800    

Farm Credit Bank of Texas, 144A

    5.700%        N/A (3)        Baa1        3,997,507  
  1,000    

Fifth Third Bancorp

    4.500%        N/A (3)        Baa3        1,017,500  
  4,400    

HBOS Capital Funding LP, Reg S

    6.850%        N/A (3)        AA        4,457,728  
  30,000    

HSBC Capital Funding Dollar 1 LP, 144A

    10.176%        N/A (3)        Baa2        47,786,100  
  6,500    

HSBC Capital Funding Dollar 1 LP, Reg S

    10.176%        N/A (3)        Baa2        10,353,655  
  9,000    

Huntington Bancshares Inc/OH

    5.625%        N/A (3)        Baa3        9,933,570  
  10,300    

JPMorgan Chase & Co

    4.051%        N/A (3)        BBB+        10,168,881  
  7,000    

JPMorgan Chase & Co, (5)

    6.100%        N/A (3)        BBB+        7,367,500  
  55,800    

JPMorgan Chase & Co

    6.750%        N/A (3)        BBB+        61,844,814  
  8,000    

KeyCorp Capital III, (5)

    7.750%        7/15/29        Baa2        10,508,195  
  13,300    

Lloyds Bank PLC, Reg S

    12.000%        N/A (3)        Baa3        15,483,807  
  2,450    

Lloyds Banking Group PLC, 144A

    6.657%        N/A (3)        Baa3        2,793,000  
  5,700    

PNC Financial Services Group Inc

    6.750%        N/A (3)        Baa2        5,799,750  
  2,000    

Regions Financial Corp

    5.750%        N/A (3)        BB+        2,130,000  
  25,700    

Standard Chartered PLC, 144A

    7.014%        N/A (3)        BBB-        29,105,250  
  46,129    

Truist Financial Corp

    4.950%        N/A (3)        Baa2        49,242,707  
  36,386    

Truist Financial Corp, (4)

    4.800%        N/A (3)        Baa2        36,682,106  
  25,580    

Wells Fargo & Co, (5)

    7.950%        11/15/29        Baa1        34,192,005  
 

Total Banks

                               484,175,865  
      Capital Markets – 7.6%                           
  35,150    

Bank of New York Mellon Corp, (4)

    4.700%        N/A (3)        Baa1        38,059,717  
  5,400    

Bank of New York Mellon Corp

    3.726%        N/A (3)        Baa1        5,342,058  
  39,505    

Charles Schwab Corp, (4)

    5.375%        N/A (3)        BBB        43,257,975  
  18,700    

Charles Schwab Corp

    7.000%        N/A (3)        BBB        19,915,500  
  7,600    

Goldman Sachs Group Inc

    4.950%        N/A (3)        BBB-        7,623,351  
  5,000    

Goldman Sachs Group Inc, (3-Month LIBOR reference rate + 3.922% spread), (5), (6)

    4.370%        N/A (3)        BBB-        4,856,250  
  6,000    

Goldman Sachs Group Inc

    5.500%        N/A (3)        BBB-        6,442,500  
  3,900    

Morgan Stanley

    4.085%        N/A (3)        BBB-        3,787,953  
  10,000    

State Street Corp

    1.313%        6/15/47        A3        8,100,586  
  2,600    

State Street Corp (3-Month LIBOR reference rate + 3.597% spread), (6)

    5.250%        N/A (3)        Baa1        2,590,101  
 

Total Capital Markets

                               139,975,991  
      Consumer Finance – 0.8%                           
  16,987    

Capital One Financial Corp, (3-Month LIBOR reference rate + 3.800% spread), (6)

    4.150%        N/A (3)        Baa3        14,778,690  

 

48


Principal

Amount (000)/

Shares

    Description (1)   Coupon      Maturity      Ratings (2)      Value  
      Diversified Financial Services – 3.8%                           
  2,861    

Bank of America Corp, (5)

    8.050%        6/15/27        Baa2      $ 3,844,050  
  1,000    

Citigroup Inc

    5.900%        N/A (3)        BBB-        1,050,520  
  10,250    

Citigroup Inc

    5.950%        N/A (3)        BBB-        10,653,645  
  7,000    

Discover Financial Services

    6.125%        N/A (3)        Ba2        7,439,600  
  4,000    

JP Morgan Chase & Company

    6.000%        N/A (3)        BBB+        4,160,000  
  28,484    

Voya Financial Inc, (4), (7)

    5.650%        5/15/53        BBB-        29,595,161  
  12,700    

Voya Financial Inc

    6.125%        N/A (3)        BBB-        13,130,657  
 

Total Diversified Financial Services

                               69,873,633  
      Electric Utilities – 3.6%                           
  22,075    

Duke Energy Corp

    4.875%        N/A (3)        BBB        22,792,437  
  7,955    

Emera Inc, (5)

    6.750%        6/15/76        BB+        8,841,983  
  1,000    

NextEra Energy Capital Holdings Inc, (5)

    2.364%        10/1/66        BBB        770,000  
  11,450    

NextEra Energy Capital Holdings Inc, (5)

    2.438%        6/15/67        BBB        8,951,315  
  1,600    

NextEra Energy Capital Holdings Inc

    4.800%        12/1/77        BBB        1,681,976  
  21,482    

PPL Capital Funding Inc, (5)

    2.973%        3/30/67        BBB        16,113,969  
  6,000    

Southern Co

    5.500%        3/15/57        BBB        6,167,571  
 

Total Electric Utilities

                               65,319,251  
      Food Products – 0.3%                           
  6,705    

Dairy Farmers of America Inc, 144A, (5)

    7.125%        N/A (3)        BB+        5,757,584  
      Insurance – 25.7%                           
  3,598    

ACE Capital Trust II

    9.700%        4/1/30        BBB+        5,325,040  
  9,800    

AIG Life Holdings Inc, (7)

    8.500%        7/1/30        Baa2        12,872,929  
  4,400    

Allstate Corp, (7)

    5.750%        8/15/53        Baa1        4,680,537  
  1,100    

Allstate Corp

    6.500%        5/15/57        Baa1        1,361,030  
  13,300    

American International Group Inc, (7)

    5.750%        4/1/48        Baa2        14,581,356  
  13,605    

American International Group Inc, (5)

    8.175%        5/15/58        Baa2        18,774,900  
  2,299    

Aon Corp, (5)

    8.205%        1/1/27        BBB        2,862,255  
  6,210    

Argentum Netherlands BV for Swiss Re Ltd, Reg S, (5)

    5.750%        8/15/50        BBB+        6,813,090  
  2,100    

Argentum Netherlands BV for Swiss Re Ltd, Reg S

    5.625%        8/15/52        BBB+        2,332,034  
  16,550    

AXA SA, (5)

    8.600%        12/15/30        A3        24,659,500  
  17,819    

AXA SA, 144A, (5)

    6.379%        N/A (3)        Baa1        23,650,624  
  900    

AXA SA, Reg S

    5.500%        N/A (3)        A3        906,750  
  14,550    

Cloverie PLC for Zurich Insurance Co Ltd, Reg S

    5.625%        6/24/46        A        16,694,786  
  1,200    

Everest Reinsurance Holdings Inc, (5)

    2.777%        5/15/37        BBB        1,044,457  
  5,521    

Hartford Financial Services Group Inc, 144A, (5)

    2.517%        2/12/47        BBB-        4,416,800  
  31,200    

Legal & General Group PLC, Reg S

    5.250%        3/21/47        A3        32,947,200  
  30,860    

Liberty Mutual Group Inc, 144A, (5)

    7.800%        3/15/37        Baa3        37,102,077  
  2,400    

Lincoln National Corp

    2.743%        5/17/66        BBB        1,680,000  
  10,390    

Lincoln National Corp, (5)

    2.312%        4/20/67        BBB        7,065,200  
  19,800    

M&G PLC, Reg S

    6.500%        10/20/48        A3        23,067,000  
  29,600    

MetLife Capital Trust IV, 144A, (5)

    7.875%        12/15/37        BBB        39,960,000  
  36,531    

MetLife Inc, 144A, (7)

    9.250%        4/8/38        BBB        54,248,535  
  3,000    

MetLife Inc, (5)

    10.750%        8/1/39        BBB        4,925,019  
  4,652    

MetLife Inc

    3.888%        N/A (3)        BBB        4,494,995  
  41,904    

Nationwide Financial Services Inc, (5), (7)

    6.750%        5/15/37        Baa2        48,205,105  
  6,225    

Prudential Financial Inc, (7)

    5.875%        9/15/42        BBB+        6,670,710  
  27,180    

Prudential Financial Inc, (5), (7)

    5.625%        6/15/43        BBB+        29,434,037  
  6,900    

QBE Insurance Group Ltd, 144A

    5.875%        N/A (3)        Baa2        7,227,750  
  24,400    

Swiss Re Finance Luxembourg SA, 144A, (5)

    5.000%        4/2/49        A        27,526,323  
  8,700    

Willow No 2 Ireland PLC for Zurich Insurance Co Ltd, Reg S

    4.250%        10/1/45        A        9,145,875  
 

Total Insurance

                               474,675,914  
      Machinery – 0.3%                           
  5,700    

Stanley Black & Decker Inc

    4.000%        3/15/60        BBB+        5,935,000  
      Multi-Utilities – 3.3%                           
  38,020    

Dominion Energy Inc

    4.650%        N/A (3)        BBB-        38,719,586  
  20,900    

NiSource Inc, (4)

    5.650%        N/A (3)        BBB-        20,377,500  

 

49


JPS    Nuveen Preferred & Income Securities Fund (continued)
   Portfolio of Investments    July 31, 2020

 

Principal

Amount (000)/

Shares

    Description (1)   Coupon      Maturity      Ratings (2)      Value  
      Multi-Utilities (continued)                           
  3,000    

WEC Energy Group Inc, (5)

    2.505%        5/15/67        BBB      $ 2,338,611  
 

Total Multi-Utilities

                               61,435,697  
      Oil, Gas & Consumable Fuels – 0.7%                           
  5,900    

BP Capital Markets PLC

    4.375%        N/A (3)        A3        6,171,400  
  3,000    

Enterprise Products Operating LLC, (5)

    5.250%        8/16/77        Baa2        2,812,500  
  3,400    

Enterprise Products Operating LLC

    5.375%        2/15/78        Baa2        2,991,150  
  1,500    

Transcanada Trust, (5)

    5.500%        9/15/79        BBB        1,567,830  
 

Total Oil, Gas & Consumable Fuels

                               13,542,880  
      Road & Rail – 1.5%                           
  25,485    

BNSF Funding Trust I

    6.613%        12/15/55        A-        27,969,787  
 

Total $1,000 Par (or similar) Institutional Preferred (cost $1,250,305,373)

 

                       1,363,440,292  

Principal

Amount (000)

    Description (1)   Coupon      Maturity      Ratings (2)      Value  
 

CONTINGENT CAPITAL SECURITIES – 56.8% (36.2% of Total Investments) (8)

 

      Banks – 46.5%                           
$ 17,800    

Banco Bilbao Vizcaya Argentaria SA

    6.500%        N/A (3)        Ba2        16,932,250  
  5,000    

Banco Santander SA, Reg S, (5)

    7.500%        N/A (3)        Ba1        5,150,000  
  7,000    

Barclays Bank PLC, (5)

    7.625%        11/21/22        BBB+        7,694,010  
  26,000    

Barclays PLC, (4)

    8.000%        N/A (3)        BBB-        27,527,500  
  63,300    

Barclays PLC, (4)

    7.750%        N/A (3)        BBB-        64,486,875  
  31,100    

Barclays PLC, Reg S

    7.875%        N/A (3)        BBB-        31,877,500  
  58,750    

BNP Paribas SA, 144A, (4)

    7.625%        N/A (3)        BBB        60,086,562  
  5,500    

BNP Paribas SA, 144A

    7.000%        N/A (3)        BBB        6,125,625  
  38,585    

BNP Paribas SA, 144A, (5)

    7.375%        N/A (3)        BBB        42,877,581  
  10,000    

BNP Paribas SA, Reg S

    7.375%        N/A (3)        BBB        11,112,500  
  19,653    

Credit Agricole SA, 144A

    7.875%        N/A (3)        BBB        21,565,630  
  31,550    

Credit Agricole SA, 144A

    8.125%        N/A (3)        BBB        36,755,750  
  4,466    

Credit Agricole SA, Reg S, (5)

    8.125%        N/A (3)        BBB        5,202,890  
  11,588    

Danske Bank A/S, Reg S, (5)

    6.125%        N/A (3)        BBB-        11,718,365  
  600    

Danske Bank A/S, Reg S

    7.000%        N/A (3)        BBB-        630,630  
  13,300    

DNB Bank ASA, Reg S

    6.500%        N/A (3)        BBB        13,717,540  
  4,800    

HSBC Holdings PLC, (5)

    6.250%        N/A (3)        BBB        4,769,616  
  1,600    

HSBC Holdings PLC, (5)

    6.000%        N/A (3)        BBB        1,583,200  
  26,300    

HSBC Holdings PLC

    6.875%        N/A (3)        BBB        26,812,154  
  26,700    

ING Groep NV

    6.500%        N/A (3)        BBB        27,749,310  
  9,700    

ING Groep NV, Reg S, (5)

    6.875%        N/A (3)        BBB        10,136,500  
  9,600    

Intesa Sanpaolo SpA, 144A

    7.700%        N/A (3)        BB-        9,864,000  
  4,500    

Lloyds Banking Group PLC, (5)

    6.750%        N/A (3)        Baa3        4,646,250  
  48,428    

Lloyds Banking Group PLC

    7.500%        N/A (3)        Baa3        51,091,540  
  5,075    

Macquarie Bank Ltd/London, 144A, (5)

    6.125%        N/A (3)        BB+        5,087,688  
  17,000    

Natwest Group PLC

    6.000%        N/A (3)        BBB-        17,850,000  
  55,886    

Natwest Group PLC

    7.500%        N/A (3)        BBB-        55,883,765  
  14,250    

Natwest Group PLC

    8.000%        N/A (3)        BBB-        16,066,875  
  5,600    

Natwest Group PLC

    8.625%        N/A (3)        BBB-        5,850,824  
  26,400    

Nordea Bank Abp, 144A, (4)

    6.625%        N/A (3)        BBB+        28,611,000  
  35,090    

Nordea Bank Abp, 144A, (4)

    6.125%        N/A (3)        BBB+        36,274,287  
  18,988    

Nordea Bank Abp, Reg S (4)

    6.125%        N/A (3)        BBB+        19,628,845  
  1,000    

Skandinaviska Enskilda Banken AB, Reg S

    5.625%        N/A (3)        BBB+        1,013,750  
  4,550    

Societe Generale SA, 144A

    6.750%        N/A (3)        BB        4,569,929  
  11,350    

Societe Generale SA, 144A, (5)

    7.375%        N/A (3)        BB        11,598,338  
  73,300    

Societe Generale SA, 144A, (4)

    8.000%        N/A (3)        BB        82,279,250  
  9,000    

Societe Generale SA, Reg S

    7.875%        N/A (3)        BB+        9,573,750  
  16,622    

Standard Chartered PLC, 144A

    7.500%        N/A (3)        BBB-        17,202,108  
  13,000    

Standard Chartered PLC, 144A, (4)

    7.750%        N/A (3)        BBB-        13,715,000  
  4,700    

Standard Chartered PLC, Reg S

    7.500%        N/A (3)        BBB-        4,864,030  
  786    

Svenska Handelsbanken AB, Reg S, (5)

    5.250%        N/A (3)        A-        787,965  
  12,000    

Swedbank AB, Reg S, (5)

    6.000%        N/A (3)        BBB        12,240,000  
  15,000    

UniCredit SpA, Reg S

    8.000%        N/A (3)        B+        15,600,000  
  815,417    

Total Banks

                               858,811,182  

 

50


Principal

Amount (000)

    Description (1)   Coupon      Maturity      Ratings (2)      Value  
      Capital Markets – 10.3%                           
  4,900    

Credit Suisse Group AG, 144A

    6.250%        N/A (3)        BB+      $ 5,218,500  
  11,000    

Credit Suisse Group AG, 144A

    7.500%        N/A (3)        BB+        11,599,940  
  3,000    

Credit Suisse Group AG, 144A

    6.375%        N/A (3)        BB+        3,159,390  
  12,000    

Credit Suisse Group AG, 144A

    7.250%        N/A (3)        BB+        12,765,000  
  58,000    

Credit Suisse Group AG, 144A, (4), (5)

    7.500%        N/A (3)        BB+        63,582,500  
  17,400    

Credit Suisse Group AG, Reg S

    7.500%        N/A (3)        BB+        19,074,750  
  6,700    

Credit Suisse Group AG, Reg S

    7.125%        N/A (3)        BB+        6,976,375  
  35,300    

UBS Group AG, Reg S, (5)

    6.875%        N/A (3)        BBB        37,949,688  
  14,500    

UBS Group AG, Reg S

    7.125%        N/A (3)        BBB        14,953,125  
  11,700    

UBS Group AG, Reg S

    6.875%        N/A (3)        BBB        11,875,500  
  3,000    

UBS Group AG, 144A, (5)

    7.000%        N/A (3)        BBB        3,183,330  
  177,500    

Total Capital Markets

                               190,338,098  
$ 992,917    

Total Contingent Capital Securities (cost $1,003,354,855)

                               1,049,149,280  
Shares     Description (1)   Coupon              Ratings (2)      Value  
 

$25 PAR (OR SIMILAR) RETAIL PREFERRED – 18.2% (11.7% of Total Investments)

 

      Banks – 7.1%                           
  234,365    

Associated Banc-Corp

    5.625%           Baa3      $ 5,995,057  
  161,300    

Bank of America Corp, (4)

    5.375%           BBB        4,395,425  
  146,274    

Bank of America Corp

    6.000%           BBB        3,816,289  
  346,088    

Citigroup Inc

    6.875%           BBB-        9,690,464  
  8,214    

Citigroup Inc

    6.300%           BBB-        211,839  
  47,500    

CoBank ACB, 144A, (4), (9)

    6.250%           BBB+        4,868,750  
  53,000    

CoBank ACB, (4), (9)

    6.200%           BBB+        5,591,500  
  177,750    

Farm Credit Bank of Texas, 144A, (4), (5), (9)

    6.750%           Baa1        18,663,750  
  84,563    

Fifth Third Bancorp, (4)

    6.625%           Baa3        2,319,563  
  50,000    

Fifth Third Bancorp

    4.950%           Baa3        1,299,500  
  11,474    

JPMorgan Chase & Co

    5.750%           BBB+        319,895  
  600    

JPMorgan Chase & Co

    6.000%           BBB+        17,034  
  722,103    

KeyCorp, (4)

    6.125%           Baa3        20,341,641  
  1,592,952    

PNC Financial Services Group Inc, (5)

    6.125%           Baa2        43,232,717  
  189,200    

Regions Financial Corp, (5)

    5.700%           BB+        5,002,448  
  16,982    

Synovus Financial Corp

    5.875%           BB-        413,342  
  216,231    

Wells Fargo & Co, (4)

    5.850%           Baa2        5,455,508  
  1,400    

Wells Fargo & Co

    4.750%                 Baa2        34,160  
 

Total Banks

                               131,668,882  
      Capital Markets – 1.8%                           
  135,585    

Affiliated Managers Group Inc, (4)

    5.875%           Baa1        3,771,975  
  369,239    

Goldman Sachs Group Inc, (4)

    5.500%           Ba1        9,943,606  
  80    

Morgan Stanley

    4.000%           BBB-        1,861  
  622,802    

Morgan Stanley, (4)

    5.850%           BBB-        17,818,365  
  12,000    

Northern Trust Corp

    4.700%           BBB+        325,080  
  74,642    

State Street Corp, (4)

    5.900%                 Baa1        2,043,698  
 

Total Capital Markets

                               33,904,585  
      Consumer Finance – 0.2%                           
  50,338    

Capital One Financial Corp, (5)

    5.000%           Baa3        1,257,443  
  130,000    

Capital One Financial Corp, (5)

    4.800%                 Baa3        3,061,500  
 

Total Consumer Finance

                               4,318,943  
      Diversified Financial Services – 1.7%                           
  105,300    

AgriBank FCB, (4), (9)

    6.875%           BBB+        11,056,500  
  237,400    

Equitable Holdings Inc, (5)

    5.250%           BBB-        5,837,666  
  472,073    

National Rural Utilities Cooperative Finance Corp

    5.500%           A3        12,750,692  
  39,705    

Voya Financial Inc, (5)

    5.350%                 BBB-        1,119,284  
 

Total Diversified Financial Services

                               30,764,142  

 

51


JPS    Nuveen Preferred & Income Securities Fund (continued)
   Portfolio of Investments    July 31, 2020

 

Shares     Description (1)   Coupon              Ratings (2)      Value  
      Diversified Telecommunication Services – 0.8%                           
  578,314    

AT&T Inc, (4)

    4.750%           BBB      $ 14,504,115  
  20,680    

AT&T Inc, (5)

    5.000%           BBB        544,091  
  25,000    

AT&T Inc

    5.625%                 A-        687,500  
 

Total Diversified Telecommunication Services

                               15,735,706  
      Electric Utilities – 1.7%                           
  154,334    

Alabama Power Co, (4)

    5.000%           A3        4,116,088  
  152,276    

Duke Energy Corp, (5)

    5.750%           BBB        4,341,389  
  16,000    

Entergy Texas Inc, (5)

    5.375%           BBB-        430,560  
  299,756    

Integrys Holding Inc, (4), (5), (9)

    6.000%           BBB        7,621,402  
  114,962    

Interstate Power and Light Co, (4)

    5.100%           BBB        2,928,082  
  197,288    

NextEra Energy Capital Holdings Inc

    5.650%           BBB        5,492,498  
  86,891    

Southern Co, (4)

    5.250%           BBB        2,341,712  
  190,878    

Southern Co

    4.950%                 BBB        5,001,004  
 

Total Electric Utilities

                               32,272,735  
      Equity Real Estate Investment Trust – 1.2%                           
  3,000    

National Retail Properties Inc

    5.200%           Baa2        73,740  
  80,301    

Prologis Inc, (4), (9)

    8.540%           BBB        5,925,411  
  105,700    

PS Business Parks Inc

    5.250%           BBB        2,749,257  
  5,583    

PS Business Parks Inc

    4.875%           BBB        141,976  
  3,392    

Public Storage

    5.200%           A3        86,157  
  2,979    

Public Storage

    5.200%           A3        75,428  
  193,083    

Public Storage, (4)

    5.600%           A3        5,504,796  
  8,331    

Public Storage, (5)

    4.875%           A3        227,103  
  111,690    

Public Storage, (5)

    4.750%           A3        3,037,968  
  131,589    

Public Storage

    4.625%           A3        3,443,684  
  6,765    

Vornado Realty Trust, (5)

    5.400%                 Baa3        155,933  
 

Total Equity Real Estate Investment Trust

                               21,421,453  
      Food Products – 0.6%                           
  91,900    

Dairy Farmers of America Inc, 144A, (4), (9)

    7.875%           BB+        8,087,200  
  32,500    

Dairy Farmers of America Inc, 144A, (4), (9)

    7.875%                 BB+        2,860,000  
 

Total Food Products

                               10,947,200  
      Insurance – 2.1%                           
  608,741    

Allstate Corp, (5)

    5.100%           Baa1        16,533,406  
  93,367    

American Financial Group Inc/OH

    5.875%           Baa2        2,589,067  
  60,000    

American Financial Group Inc/OH

    5.625%           Baa2        1,593,000  
  19,825    

American International Group Inc

    5.850%           Baa3        545,980  
  64,263    

Arch Capital Group Ltd, (4)

    5.250%           BBB        1,637,421  
  24,814    

Arch Capital Group Ltd

    5.450%           BBB        653,601  
  287,580    

Hartford Financial Services Group Inc, (4), (5)

    7.875%           Baa2        8,221,912  
  3,839    

Hartford Financial Services Group Inc

    6.000%           BBB-        109,028  
  30,000    

MetLife Inc

    4.750%           BBB        771,000  
  138,937    

Prudential PLC

    6.750%           BBB+        3,788,812  
  85,457    

Reinsurance Group of America Inc, (5)

    6.200%           BBB+        2,303,066  
  4,393    

W R Berkley Corp

    5.750%           Baa2        115,668  
  6,060    

W R Berkley Corp

    5.700%                 Baa2        161,196  
 

Total Insurance

                               39,023,157  
      Multi-Utilities – 0.7%                           
  179,646    

Algonquin Power & Utilities Corp

    6.200%           BB+        4,861,221  
  280,000    

DTE Energy Co

    5.250%                 BBB-        7,450,800  
 

Total Multi-Utilities

                               12,312,021  
      Wireless Telecommunication Services – 0.3%                           
  1,860    

Telephone and Data Systems Inc

    5.875%           BB+        46,240  
  43,523    

Telephone and Data Systems Inc, (5)

    7.000%           BB+        1,100,261  
  131,945    

Telephone and Data Systems Inc

    6.875%           BB+        3,336,889  
  11,573    

United States Cellular Corp, (5)

    7.250%                 Ba1        296,963  
 

Total Wireless Telecommunication Services

                               4,780,353  
 

Total $25 Par (or similar) Retail Preferred (cost $317,162,544)

                               337,149,177  

 

52


Principal
Amount (000)
    Description (1)   Coupon      Maturity      Ratings (2)      Value  
 

CORPORATE BONDS – 2.0% (1.3% of Total Investments)

 

      Banks – 1.0%                           
$ 7,000    

Citizens Financial Group Inc

    6.000%        1/6/69        BB+      $ 6,326,250  
  3,600    

JPMorgan Chase & Co, (4)

    8.750%        9/1/30        Baa1        5,373,280  
  4,469    

Lloyds Banking Group PLC, Reg S

    6.413%        4/1/69        Baa3        4,989,236  
  1,000    

Lloyds Banking Group PLC, Reg S

    6.657%        5/21/69        Baa3        1,140,000  
  16,069    

Total Banks

                               17,828,766  
      Insurance – 0.9%                           
  5,000    

AIG Life Holdings Inc, 144A, (5)

    8.125%        3/15/46        Baa2        6,925,000  
  6,150    

Liberty Mutual Insurance Co, 144A, (5)

    7.697%        10/15/97        BBB+        10,434,885  
  11,150    

Total Insurance

                               17,359,885  
      Wireless Telecommunication Services – 0.1%                
  1,600    

Koninklijke KPN NV, 144A, (5)

    7.000%        3/28/73        BB+        1,750,416  
$ 28,819    

Total Corporate Bonds (cost $31,777,255)

                               36,939,067  
Shares     Description (1)   Coupon              Ratings (2)      Value  
 

CONVERTIBLE PREFERRED SECURITIES – 1.9% (1.2% of Total Investments)

 

      Banks – 1.3%                           
  17,520    

Wells Fargo & Co

    7.500%                 Baa2      $ 23,678,280  
      Machinery – 0.6%                           
  9,000    

Stanley Black & Decker Inc, (9)

    5.000%                 BBB+        10,620,000  
 

Total Convertible Preferred Securities (cost $30,784,385)

                               34,298,280  
Shares     Description (1), (10)                           Value  
 

INVESTMENT COMPANIES – 1.1% (0.7% of Total Investments)

          
  723,135    

BlackRock Credit Allocation Income Trust

             10,239,592  
  646,421    

John Hancock Preferred Income Fund III

                               10,724,124  
 

Total Investment Companies (cost $28,324,370)

                               20,963,716  
 

Total Long-Term Investments (cost $2,661,708,782)

                               2,841,939,812  
Principal
Amount (000)
    Description (1)   Coupon      Maturity              Value  
 

SHORT-TERM INVESTMENTS – 2.9% (1.8% of Total Investments)

 

 

REPURCHASE AGREEMENTS – 2.9% (1.8% of Total Investments)

 

$ 53,020    

Repurchase Agreement with Fixed Income Clearing Corporation, dated 7/31/20, repurchase price $53,020,397, collateralized by $51,297,800 U.S. Treasury Notes, 0.125%, due 8/15/25, value $54,080,906

    0.000%        8/3/20               $ 53,020,397  
 

Total Short-Term Investments (cost $53,020,397)

                               53,020,397  
 

Total Investments (cost $2,714,729,179) – 156.7%

                               2,894,960,209  
 

Borrowings – (40.1)% (11), (12)

                               (740,300,000
 

Reverse Repurchase Agreements – (13.4)% (13)

                               (248,000,000
 

Other Assets Less Liabilities – (3.2)% (14)

                               (59,426,717
 

Net Assets Applicable to Common Shares – 100%

                             $ 1,847,233,492  

 

53


JPS    Nuveen Preferred & Income Securities Fund (continued)
   Portfolio of Investments    July 31, 2020

 

Investments in Derivatives

Interest Rate Swaps – OTC Uncleared

 

Counterparty  

Notional

Amount

   

Fund

Pay/Receive

Floating

Rate

   

Floating Rate

Index

    Fixed Rate
(Annualized)
    Fixed Rate
Payment
Frequency
    Effective
Date (15)
    Optional
Termination
Date
    Maturity
Date
    Value     Unrealized
Appreciation
(Depreciation)
 

Morgan Stanley Capital

                   

Services, LLC

  $ 521,000,000       Receive       1-Month LIBOR       1.994     Monthly       6/01/18       7/01/25       7/01/27     $ (64,131,390   $ (64,131,390

Morgan Stanley Capital

                   

Services, LLC

    90,000,000       Receive       1-Month LIBOR       2.364       Monthly       7/01/19       7/01/26       7/01/28       (14,907,108     (14,907,108

Total

  $ 611,000,000                                                             $ (79,038,498   $ (79,038,498

 

For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.

 

(1)

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

 

(2)

For financial reporting purposes, the ratings disclosed are the highest of Standard & Poor’s Group (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) rating. This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Ratings below BBB by Standard & Poor’s, Baa by Moody’s or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies. Ratings are not covered by the report of independent registered public accounting firm.

 

(3)

Perpetual security. Maturity date is not applicable.

 

(4)

Investment, or portion of investment, is hypothecated as described in Notes to Financial Statments, Note 8 – Fund Leverage. The total value of investments hypothecated as of the end of the reporting period was $623,244,232.

 

(5)

Investment, or portion of investment, has been pledged to collateralize the net payment obligations for investments in reverse repurchase agreements. As of the end of the reporting period, investments with a value of $505,746,851 have been pledged as collateral for reverse repurchase agreements.

 

(6)

Variable rate security. The rate shown is the coupon as of the end of the reporting period.

 

(7)

Investment, or portion of investment, has been pledged to collateralized the net payment obligations for investments in derivatives.

 

(8)

Contingent Capital Securities (“CoCos”) are hybrid securities with loss absorption characteristics built into the terms of the security for the benefit of the issuer. For example, the terms may specify an automatic write-down of principal or a mandatory conversion into the issuer’s common stock under certain adverse circumstances, such as the issuer’s capital ratio falling below a specified level.

 

(9)

For fair value measurement disclosure purposes, investment classified as Level 2. See Notes to Financial Statements, Note 3—Investment Valuation and Fair Value Measurements for more information.

 

(10)

A copy of the most recent financial statements for these investment companies can be obtained directly from the Securities and Exchange Commission on its website at http://www.sec.gov.

 

(11)

Borrowings as a percentage of Total Investments is 25.6%.

 

(12)

The Fund may pledge up to 100% of its eligible investments (excluding any investments separately pledged as collateral for specific investments in derivatives, when applicable) in the Portfolio of Investments as collateral for borrowings. As of the end of the reporting period, investments with a value of $1,715,536,147 have been pledged as collateral for borrowings.

 

(13)

Reverse Repurchase Agreements as a percentage of Total Investments is 8.6%.

 

(14)

Other assets less liabilities includes the unrealized appreciation (depreciation) of certain over-the-counter (“OTC”) derivatives as presented on the Statement of Assets and Liabilities, when applicable. The unrealized appreciation (depreciation) of OTC cleared and exchange-traded derivatives is recognized as part of the cash collateral at brokers and/or the receivable or payable for variation margin as presented on the Statement of Assets and Liabilities, when applicable.

 

(15)

Effective date represents the date on which both the Fund and counterparty commence interest payment accruals on each contract.

 

144A

Investment is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These investments may only be resold in transactions exempt from registration, which are normally those transactions with qualified institutional buyers.

 

LIBOR

London Inter-Bank Offered Rate

 

Reg S

Regulation S allows U.S. companies to sell securities to persons or entities located outside of the United States without registering those securities with the Securities and Exchange Commission. Specifically, Regulation S provides a safe harbor from the registration requirements of the Securities Act for the offers and sales of securities by both foreign and domestic issuers that are made outside the United States.

 

See accompanying notes to financial statements.

 

54


JPT   

Nuveen Preferred and Income 2022
Term Fund

 

Portfolio of Investments    July 31, 2020

 

Principal
Amount (000)/
Shares
    Description (1)   Coupon      Maturity      Ratings (2)      Value  
 

LONG-TERM INVESTMENTS – 122.6% (99.1% of Total Investments)

 

 

$1,000 PAR (OR SIMILAR) INSTITUTIONAL PREFERRED – 85.1% (68.8% of Total Investments)

 

      Automobiles – 1.8%  
$ 3,014    

General Motors Financial Co Inc

    5.750%        N/A (3)        BB+      $ 2,839,750  
      Banks – 37.8%  
  1,675    

Bank of America Corp

    6.300%        N/A (3)        BBB        1,925,958  
  465    

Bank of America Corp

    6.100%        N/A (3)        BBB        510,338  
  855    

Bank of America Corp

    6.250%        N/A (3)        BBB        929,140  
  1,560    

Bank of America Corp

    6.500%        N/A (3)        BBB        1,746,116  
  1,695    

Barclays Bank PLC, 144A

    10.179%        6/12/21        BBB+        1,820,812  
  525    

BNP Paribas SA, 144A

    7.195%        N/A (3)        BBB        570,281  
  660    

CIT Group Inc

    5.800%        N/A (3)        Ba3        511,071  
  2,932    

Citigroup Inc

    5.950%        N/A (3)        BBB–        3,129,910  
  1,525    

Citigroup Inc

    6.300%        N/A (3)        BBB–        1,578,375  
  1,530    

Citigroup Inc

    6.250%        N/A (3)        BBB–        1,694,475  
  1,500    

Citigroup Inc

    5.000%        N/A (3)        BBB–        1,503,750  
  890    

Citizens Financial Group Inc

    6.375%        N/A (3)        BB+        858,231  
  833    

CoBank ACB, 144A

    6.250%        N/A (3)        BBB+        849,660  
  1,000    

Commerzbank AG, 144A

    8.125%        9/19/23        Baa3        1,155,351  
  1,610    

Farm Credit Bank of Texas, 144A

    5.700%        N/A (3)        Baa1        1,693,681  
  5,000    

Farm Credit Bank of Texas

    10.000%        N/A (3)        Baa1        5,000,000  
  550    

Fifth Third Bancorp

    4.500%        N/A (3)        Baa3        559,625  
  1,885    

Huntington Bancshares Inc/OH

    5.625%        N/A (3)        Baa3        2,080,531  
  2,270    

JPMorgan Chase & Co

    5.000%        N/A (3)        BBB+        2,284,187  
  805    

JPMorgan Chase & Co

    6.100%        N/A (3)        BBB+        847,262  
  3,085    

JPMorgan Chase & Co

    6.750%        N/A (3)        BBB+        3,419,198  
  3,745    

Lloyds Bank PLC, 144A

    12.000%        N/A (3)        Baa3        4,356,858  
  465    

M&T Bank Corp

    6.450%        N/A (3)        Baa2        497,550  
  1,220    

M&T Bank Corp

    5.125%        N/A (3)        Baa2        1,250,500  
  1,835    

Natwest Group PLC

    7.648%        N/A (3)        BBB–        2,739,655  
  525    

PNC Financial Services Group Inc

    6.750%        N/A (3)        Baa2        534,187  
  1,266    

PNC Financial Services Group Inc

    5.000%        N/A (3)        Baa2        1,321,356  
  675    

Regions Financial Corp

    5.750%        N/A (3)        BB+        718,875  
  900    

Truist Financial Corp

    4.950%        N/A (3)        Baa2        960,750  
  3,815    

Truist Financial Corp

    4.800%        N/A (3)        Baa2        3,846,046  
  1,100    

Truist Financial Corp

    5.050%        N/A (3)        Baa2        1,016,053  
  400    

USB Realty Corp, 144A, (3-Month LIBOR reference rate + 1.147% spread), (4)

    1.422%        N/A (3)        A3        319,000  
  1,210    

Wachovia Capital Trust III

    5.570%        N/A (3)        Baa2        1,203,841  
  805    

Wells Fargo & Co

    7.950%        11/15/29        Baa1        1,076,019  
  1,360    

Wells Fargo & Co

    5.900%        N/A (3)        Baa2        1,381,707  
  2,240    

Wells Fargo & Co

    5.875%        N/A (3)        Baa2        2,424,800  
  355    

Zions Bancorp NA

    5.800%        N/A (3)        BB+        323,243  
  355    

Zions Bancorp NA

    7.200%        N/A (3)        BB+        359,438  
 

Total Banks

                               58,997,830  
      Capital Markets – 5.9%  
  610    

Bank of New York Mellon Corp

    4.700%        N/A (3)        Baa1        660,496  
  2,175    

Charles Schwab Corp

    5.375%        N/A (3)        BBB        2,381,625  
  1,250    

Dresdner Funding Trust I, 144A

    8.151%        6/30/31        Ba1        1,750,000  
  993    

Goldman Sachs Group Inc, (3-Month LIBOR reference rate + 3.922% spread), (4)

    4.370%        N/A (3)        BBB–        964,451  
  1,934    

Goldman Sachs Group Inc

    5.300%        N/A (3)        BBB–        2,064,634  
  1,328    

Goldman Sachs Group Inc

    5.500%        N/A (3)        BBB–        1,425,940  
 

Total Capital Markets

                               9,247,146  
      Commercial Services & Supplies – 1.2%  
  2,285    

AerCap Global Aviation Trust, 144A

    6.500%        6/15/45        BB+        1,818,860  

 

55


JPT    Nuveen Preferred and Income 2022 Term Fund (continued)
   Portfolio of Investments    July 31, 2020

 

Principal
Amount (000)/
Shares
    Description (1)   Coupon      Maturity      Ratings (2)      Value  
      Consumer Finance – 0.6%  
  680    

Capital One Financial Corp, (3-Month LIBOR reference rate + 3.800% spread), (4)

    4.150%        N/A (3)        Baa3      $ 591,600  
  305    

Discover Financial Services

    5.500%        N/A (3)        Ba2        278,283  
 

Total Consumer Finance

                               869,883  
      Diversified Financial Services – 3.2%  
  2,000    

Compeer Financial ACA, 144A

    6.750%        N/A (3)        BB+        2,020,000  
  555    

Discover Financial Services

    6.125%        N/A (3)        Ba2        589,854  
  2,360    

Voya Financial Inc

    6.125%        N/A (3)        BBB–        2,440,028  
 

Total Diversified Financial Services

                               5,049,882  
      Electric Utilities – 3.1%  
  1,170    

Electricite de France SA, 144A

    5.250%        N/A (3)        BBB        1,216,800  
  3,320    

Emera Inc

    6.750%        6/15/76        BB+        3,690,180  
 

Total Electric Utilities

                               4,906,980  
      Food Products – 5.0%  
  2,100    

Dairy Farmers of America Inc, 144A

    7.125%        N/A (3)        BB+        1,803,270  
  1,550    

Land O’ Lakes Inc, 144A

    8.000%        N/A (3)        BB        1,519,000  
  2,775    

Land O’ Lakes Inc, 144A

    7.000%        N/A (3)        BB        2,487,094  
  2,120    

Land O’ Lakes Inc, 144A

    7.250%        N/A (3)        BB        1,950,400  
 

Total Food Products

                               7,759,764  
      Independent Power & Renewable Electricity Producers – 0.7%  
  355    

AES Gener SA, 144A

    7.125%        3/26/79        BB        361,038  
  725    

AES Gener SA, 144A

    6.350%        10/07/79        BB        711,189  
 

Total Independent Power & Renewable Electricity Producers

                               1,072,227  
      Industrial Conglomerates – 1.8%  
  3,537    

General Electric Co

    5.000%        N/A (3)        BBB–        2,803,073  
      Insurance – 17.8%  
  780    

Aegon NV

    5.500%        4/11/48        Baa1        846,997  
  1,530    

American International Group Inc

    5.750%        4/01/48        Baa2        1,677,404  
  2,930    

Assurant Inc

    7.000%        3/27/48        BB+        3,061,850  
  5,390    

Assured Guaranty Municipal Holdings Inc, 144A

    6.400%        12/15/66        BBB+        5,214,825  
  1,500    

AXA SA

    8.600%        12/15/30        A3        2,235,000  
  1,305    

AXIS Specialty Finance LLC

    4.900%        1/15/40        BBB        1,222,303  
  1,000    

Markel Corp

    6.000%        N/A (3)        BBB–        1,051,250  
  900    

MetLife Inc, 144A

    9.250%        4/08/38        BBB        1,336,500  
  1,205    

MetLife Inc

    5.875%        N/A (3)        BBB        1,319,475  
  1,670    

Provident Financing Trust I

    7.405%        3/15/38        BB+        1,880,831  
  3,535    

QBE Insurance Group Ltd, 144A

    7.500%        11/24/43        Baa1        3,940,571  
  818    

QBE Insurance Group Ltd, Reg S

    6.750%        12/02/44        BBB        904,103  
  530    

QBE Insurance Group Ltd, 144A

    5.875%        N/A (3)        Baa2        555,175  
  2,325    

SBL Holdings Inc, 144A

    7.000%        N/A (3)        BB        1,947,187  
  600    

Swiss Re Finance Luxembourg SA, 144A

    5.000%        4/02/49        A        676,877  
 

Total Insurance

                               27,870,348  
      Metals & Mining – 1.0%  
  1,000    

BHP Billiton Finance USA Ltd, 144A

    6.250%        10/19/75        BBB+        1,006,170  
  500    

BHP Billiton Finance USA Ltd, 144A

    6.750%        10/19/75        BBB+        590,405  
 

Total Metals & Mining

                               1,596,575  
      Multi-Utilities – 2.7%  
  1,540    

CenterPoint Energy Inc

    6.125%        N/A (3)        BBB–        1,530,375  
  215    

CMS Energy Corp

    4.750%        6/01/50        Baa2        229,565  
  1,529    

NiSource Inc

    5.650%        N/A (3)        BBB–        1,490,775  
  930    

Sempra Energy

    4.875%        N/A (3)        BBB–        962,829  
 

Total Multi-Utilities

                               4,213,544  

 

56


Principal
Amount (000)/
Shares
    Description (1)   Coupon      Maturity      Ratings (2)      Value  
      Oil, Gas & Consumable Fuels – 0.9%  
  515    

Enbridge Inc

    5.750%        7/15/80        BBB–      $ 524,930  
  380    

MPLX LP

    6.875%        N/A (3)        BB+        332,855  
  498    

Transcanada Trust

    5.500%        9/15/79        BBB        520,520  
 

Total Oil, Gas & Consumable Fuels

                               1,378,305  
      Trading Companies & Distributors – 0.5%  
  955    

AerCap Holdings NV

    5.875%        10/10/79        BB+        732,304  
      U.S. Agency – 0.4%  
  615    

Farm Credit Bank of Texas, 144A

    6.200%        N/A (3)        BBB+        618,610  
      Wireless Telecommunication Services – 0.7%                           
  905    

Vodafone Group PLC

    7.000%        4/04/79        BB+        1,088,116  
 

Total $1,000 Par (or similar) Institutional Preferred (cost $132,118,861)

                               132,863,197  
Shares     Description (1)   Coupon              Ratings (2)      Value  
 

$25 PAR (OR SIMILAR) RETAIL PREFERRED – 37.0% (29.9% of Total Investments)

 

      Banks – 10.3%  
  8,122    

Citigroup Inc

    7.125%           BBB–      $ 230,584  
  16,050    

CoBank ACB, 144A, (5)

    6.250%           BBB+        1,645,125  
  34,640    

CoBank ACB, (5)

    6.200%           BBB+        3,654,520  
  15,000    

Farm Credit Bank of Texas, 144A, (5)

    6.750%           Baa1        1,575,000  
  50,000    

Fifth Third Bancorp

    6.625%           Baa3        1,371,500  
  50,000    

Huntington Bancshares Inc/OH

    6.250%           Baa3        1,277,000  
  14,200    

KeyCorp

    6.125%           Baa3        400,014  
  100,000    

Regions Financial Corp

    6.375%           BB+        2,739,000  
  20,000    

Regions Financial Corp

    5.700%           BB+        528,800  
  29,300    

Synovus Financial Corp

    5.875%           BB–        713,162  
  29,500    

Truist Financial Corp

    4.750%           Baa2        743,400  
  16,400    

Wells Fargo & Co

    4.750%           Baa2        400,160  
  33,400    

Wintrust Financial Corp

    6.875%                 BB        862,054  
 

Total Banks

                               16,140,319  
      Capital Markets – 4.1%  
  7,777    

Goldman Sachs Group Inc

    5.500%           Ba1        209,435  
  43,200    

Morgan Stanley

    7.125%           BBB–        1,242,000  
  73,200    

Morgan Stanley

    6.875%           BBB–        2,100,840  
  54,400    

Morgan Stanley

    5.850%           BBB–        1,556,384  
  23,100    

Morgan Stanley

    6.375%           BBB–        652,344  
  22,821    

State Street Corp

    5.350%                 Baa1        648,116  
 

Total Capital Markets

                               6,409,119  
      Consumer Finance – 1.0%  
  25,000    

GMAC Capital Trust I

    6.177%           BB–        601,750  
  42,100    

Synchrony Financial

    5.625%                 BB–        1,015,452  
 

Total Consumer Finance

                               1,617,202  
      Diversified Financial Services – 4.4%  
  32,213    

AgriBank FCB, (5)

    6.875%           BBB+        3,382,365  
  26,200    

Equitable Holdings Inc

    5.250%           BBB–        644,258  
  99,303    

Voya Financial Inc

    5.350%                 BBB–        2,799,352  
 

Total Diversified Financial Services

                               6,825,975  
      Diversified Telecommunication Services – 0.4%  
  22,900    

AT&T Inc

    4.750%                 BBB        574,332  
      Food Products – 3.5%  
  26,859    

CHS Inc

    7.875%           N/R        735,937  
  68,707    

CHS Inc

    7.100%           N/R        1,731,416  

 

57


JPT    Nuveen Preferred and Income 2022 Term Fund (continued)
   Portfolio of Investments    July 31, 2020

 

Shares     Description (1)   Coupon              Ratings (2)      Value  
      Food Products (continued)  
  31,132    

CHS Inc

    6.750%           N/R      $ 781,413  
  81,867    

CHS Inc

    7.500%                 N/R        2,232,513  
 

Total Food Products

                               5,481,279  
      Insurance – 9.1%  
  63,100    

American Equity Investment Life Holding Co

    5.950%           BB        1,473,385  
  32,800    

American Equity Investment Life Holding Co

    6.625%           BB        817,704  
  73,215    

Aspen Insurance Holdings Ltd

    5.950%           BB+        1,935,805  
  74,900    

Aspen Insurance Holdings Ltd

    5.625%           BB+        1,879,990  
  79,700    

Athene Holding Ltd

    6.350%           BBB–        2,076,982  
  30,500    

Athene Holding Ltd

    6.375%           BBB–        798,795  
  99,736    

Delphi Financial Group Inc, (5)

    3.582%           BBB        2,094,456  
  31,900    

Enstar Group Ltd

    7.000%           BB+        855,877  
  65,687    

Maiden Holdings North America Ltd

    7.750%           N/R        1,398,476  
  35,002    

Reinsurance Group of America Inc

    5.750%                 BBB+        959,055  
 

Total Insurance

                               14,290,525  
      Oil, Gas & Consumable Fuels – 1.8%  
  92,134    

NuStar Energy LP

    8.500%           B1        1,771,737  
  46,191    

NuStar Energy LP

    7.625%           B1        807,880  
  9,998    

NuStar Logistics LP

    7.009%                 B1        201,360  
 

Total Oil, Gas & Consumable Fuels

                               2,780,977  
      Thrifts & Mortgage Finance – 2.0%  
  15,135    

Federal Agricultural Mortgage Corp

    6.000%           N/R        416,061  
  99,776    

New York Community Bancorp Inc

    6.375%                 Ba2        2,643,066  
 

Total Thrifts & Mortgage Finance

                               3,059,127  
      Trading Companies & Distributors – 0.4%                           
  30,614    

Air Lease Corp

    6.150%                 BB+        673,508  
 

Total $25 Par (or similar) Retail Preferred (cost $58,997,285)

                               57,852,363  
Principal
Amount (000)
    Description (1), (2)   Coupon      Maturity      Ratings (2)      Value  
 

CORPORATE BONDS – 0.5% (0.4% of Total Investments)

 

  
      Diversified Financial Services – 0.5%  
$ 1,420    

ILFC E-Capital Trust II, 144A

    3.270%        12/21/65        BB+      $ 752,600  
$ 1,420    

Total Corporate Bonds (cost $1,053,759)

                               752,600  
 

Total Long-Term Investments (cost $192,169,905)

                               191,468,160  
Principal
Amount (000)
    Description   Coupon      Maturity              Value  
 

SHORT-TERM INVESTMENTS – 1.1% (0.9% of Total Investments)

 

      REPURCHASE AGREEMENTS – 1.1% (0.9% of Total Investments)  
$ 1,718    

Repurchase Agreement with Fixed Income Clearing Corporation,
dated 7/31/20, repurchase price $1,718,342,
collateralized by $1,662,600 U.S. Treasury Notes,
0.125%, due 4/15/25, value $1,752,803

    0.000%        8/03/20               $ 1,718,342  
 

Total Short-Term Investments (cost $1,718,342)

 

              1,718,342  
 

Total Investments (cost $193,888,247) – 123.7%

 

              193,186,502  
 

Borrowings – (23.9)% (6), (7)

 

              (37,300,000
 

Other Assets Less Liabilities – 0.2% (8)

 

              312,912  
 

Net Assets Applicable to Common Shares – 100%

 

            $ 156,199,414  

 

58


Investments in Derivatives

Futures Contracts

 

Description    Contract
Position
     Number of
Contracts
     Expiration
Date
     Notional
Amount
     Value      Unrealized
Appreciation
(Depreciation)
     Variation
Margin
Receivable/
(Payable)
 

U.S. Treasury 10-Year Note

     Short        (58      9/20        (8,039,988    $ (8,124,531    $ (84,543    $ (3,625

For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.

 

(1)

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

 

(2)

For financial reporting purposes, the ratings disclosed are the highest of Standard & Poor’s Group (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) rating. This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Ratings below BBB by Standard & Poor’s, Baa by Moody’s or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies. Ratings are not covered by the report of independent registered public accounting firm.

 

(3)

Perpetual security. Maturity date is not applicable.

 

(4)

Variable rate security. The rate shown is the coupon as of the end of the reporting period.

 

(5)

For fair value measurement disclosure purposes, investment classified as Level 2. See Notes to Financial Statements, Note 3 – Investment Valuation and Fair Value Measurements for more information.

 

(6)

Borrowings as a percentage of Total Investments is 19.3%.

 

(7)

The Fund segregates 100% of its eligible investments (excluding any investments separately pledged as collateral for specific investments in derivatives, when applicable) in the Portfolio of Investments as collateral for borrowings.

 

(8)

Other assets less liabilities includes the unrealized appreciation (depreciation) of certain over-the-counter (“OTC”) derivatives as presented on the Statement of Assets and Liabilities, when applicable. The unrealized appreciation (depreciation) of OTC cleared and exchange-traded derivatives is recognized as part of the cash collateral at brokers and/or the receivable or payable for variation margin as presented on the Statement of Assets and Liabilities, when applicable.

 

144A

Investment is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These investments may only be resold in transactions exempt from registration, which are normally those transactions with qualified institutional buyers.

 

LIBOR

London Inter-Bank Offered Rate

 

Reg S

Regulation S allows U.S. companies to sell securities to persons or entities located outside of the United States without registering those securities with the Securities and Exchange Commission. Specifically, Regulation S provides a safe harbor from the registration requirements of the Securities Act for the offers and sales of securities by both foreign and domestic issuers that are made outside the United States.

 

See accompanying notes to financial statements.

 

59


Statement of Assets and Liabilities

July 31, 2020

 

      JPC        JPI        JPS        JPT  

Assets

                 

Long-term investments, at value (cost $1,373,337,569, $740,467,899, $2,661,708,782 and $192,169,905, respectively)

   $ 1,410,842,643        $ 761,430,934        $ 2,841,939,812        $ 191,468,160  

Short-term investments, at value (cost approximates value)

     20,978,407          245,825          53,020,397          1,718,342  

Cash

     243,503          1,050,962          105,001           

Cash collateral at brokers for investments in futures(1)

     439,993          399,994                   105,026  

Cash collateral at brokers for investments in swaps(1)

     16,942,853          1,341,000                    

Receivable for:

                 

Dividends

     438,574          159,487          1,274,035          63,058  

Interest

     14,922,833          8,600,870          37,605,481          1,800,192  

Investments sold

     2,989,738          1,217,543          559,338          88,525  

Reclaims

     49,905                             

Other assets

     347,906          65,127          647,353          4,728  

Total assets

     1,468,196,355          774,511,742          2,935,151,417          195,248,031  

Liabilities

                 

Borrowings

     400,000,000          200,000,000          740,300,000          37,300,000  

Reverse repurchase agreements

     100,000,000          45,000,000          248,000,000           

Unrealized depreciation on interest rate swaps

     42,108,731          11,501,668          79,038,498           

Payable for:

                 

Dividends

     5,377,381          2,916,725          10,186,120          786,421  

Investments purchased – regular settlement

     6,659,248          3,126,350          6,775,000          737,500  

Variation margin on futures contracts

     15,875          14,500                   3,625  

Accrued expenses:

                 

Interest

     379,472          189,705          772,362          29,123  

Management fees

     945,214          532,085          1,900,678          136,085  

Trustees fees

     323,904          59,652          622,454          1,837  

Other

     193,172          111,516          322,813          54,026  

Total liabilities

     556,002,997          263,452,201          1,087,917,925          39,048,617  

Net assets applicable to common shares

   $ 912,193,358        $ 511,059,541        $ 1,847,233,492        $ 156,199,414  

Common shares outstanding

     103,355,149          22,761,391          203,779,868          6,839,180  

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

   $ 8.83        $ 22.45        $ 9.06        $ 22.84  

Net assets applicable to common shares consist of:

                                         

Common shares, $0.01 par value per share

   $ 1,033,551        $ 227,614        $ 2,037,799        $ 68,392  

Paid-in-surplus

     1,032,333,677          537,599,133          1,858,910,171          167,965,527  

Total distributable earnings

     (121,173,870        (26,767,206        (13,714,478        (11,834,505

Net assets applicable to common shares

   $ 912,193,358        $ 511,059,541        $ 1,847,233,492        $ 156,199,414  

Authorized shares:

                 

Common

     Unlimited          Unlimited          Unlimited          Unlimited  

Preferred

     Unlimited          Unlimited          Unlimited          Unlimited  
(1)

Cash pledged to collateralize the net payment obligations for investments in derivatives is in addition to the Fund’s securities pledged as collateral as noted in the Portfolio of Investments.

 

See accompanying notes to financial statements.

 

60


Statement of Operations

Year Ended July 31, 2020

 

      JPC        JPI        JPS        JPT  

Investment Income

                 

Dividends

   $ 32,653,249        $ 13,578,352        $ 26,508,631        $ 4,238,465  

Interest

     58,747,482          34,906,679          148,854,979          7,306,667  

Other

     252,672          97,033          320,087           

Tax withheld

     (287                           

Total investment income

     91,653,116          48,582,064          175,683,697          11,545,132  

Expenses

                 

Management fees

     12,323,964          6,730,739          23,710,605          1,703,445  

Interest expense

     11,447,173          5,405,285          21,873,467          871,981  

Custodian fees

     178,960          107,993          296,572          40,694  

Trustees fees

     40,463          21,276          79,260          5,418  

Professional fees

     74,571          54,526          111,870          34,464  

Shareholder reporting expenses

     150,209          75,354          295,235          27,694  

Shareholder servicing agent fees

     1,929          128          5,155          146  

Stock exchange listing fees

     28,545          6,738          56,292          6,738  

Investor relations expenses

     92,218          47,131          178,874          12,328  

Other

     78,604          45,626          53,003          24,133  

Total expenses

     24,416,636          12,494,796          46,660,333          2,727,041  

Net investment income (loss)

     67,236,480          36,087,268          129,023,364          8,818,091  

Realized and Unrealized Gain (Loss)

                 

Net realized gain (loss) from:

                 

Investments and foreign currency

     (65,711,069        (22,506,803        (68,779,726        (4,247,635

Futures contracts

     (2,608,517        (2,379,676                 (594,879

Swaps

     (1,473,476        (705,667        (2,767,376         

Change in net unrealized appreciation (depreciation) of:

                 

Investments and foreign currency

     (28,862,271        (15,637,860        (22,544,449        (3,744,189

Futures contracts

     (370,240        (338,172                 (84,543

Swaps

     (31,798,920        (8,528,772        (59,688,741         

Net realized and unrealized gain (loss)

     (130,824,493        (50,096,950        (153,780,292        (8,671,246

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

   $ (63,588,013      $ (14,009,682      $ (24,756,928      $ 146,845  

 

See accompanying notes to financial statements.

 

61


Statement of Changes in Net Assets

 

     JPC        JPI  
     

Year

Ended

7/31/20

      

Year

Ended

7/31/19

      

Year

Ended

7/31/20

      

Year

Ended

7/31/19

 

Operations

                 

Net investment income (loss)

   $ 67,236,480        $ 72,203,943        $ 36,087,268        $ 37,284,869  

Net realized gain (loss) from:

                 

Investments and foreign currency

     (65,711,069        (10,856,687        (22,506,803        (4,553,349

Futures contracts

     (2,608,517        (150,472        (2,379,676        (131,654

Swaps

     (1,473,476        1,058,625          (705,667        499,227  

Change in net unrealized appreciation (depreciation) of:

                 

Investments and foreign currency

     (28,862,271        35,636,098          (15,637,860        17,542,434  

Futures contracts

     (370,240                 (338,172         

Swaps

     (31,798,920        (24,220,305        (8,528,772        (7,172,833

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

     (63,588,013        73,671,202          (14,009,682        43,468,694  

Distributions to Common Shareholders

                 

Dividends

     (69,950,246        (72,875,999        (35,590,098        (36,597,335

Return of capital

     (2,384,333        (2,763,427        (959,791        (406,048

Decrease in net assets applicable to common shares from distributions to common shareholders

     (72,334,579        (75,639,426        (36,549,889        (37,003,383

Capital Share Transactions

                 

Common shares:

                 

Net proceeds from shares issued to shareholders due to reinvestment of distributions

     190,641                   96,137           

Cost of shares repurchased and retired

                                 

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

     190,641                   96,137           

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

     (135,731,951        (1,968,224        (50,463,434        6,465,311  

Net assets applicable to common shares at the beginning of period

   $ 1,047,925,309          1,049,893,533        $ 561,522,975          555,057,664  

Net assets applicable to common shares at the end of period

   $ 912,193,358        $ 1,047,925,309        $ 511,059,541        $ 561,522,975  

 

See accompanying notes to financial statements.

 

62


     JPS        JPT  
     

Year

Ended

7/31/20

      

Year

Ended

7/31/19

      

Year

Ended

7/31/20

      

Year
Ended

7/31/19

 

Operations

                 

Net investment income (loss)

   $ 129,023,364        $ 133,526,435        $ 8,818,091        $ 9,307,947  

Net realized gain (loss) from:

                 

Investments and foreign currency

     (68,779,726        3,420,882          (4,247,635        (2,053,791

Futures contracts

                       (594,879        (69,157

Swaps

     (2,767,376        1,985,867                    

Change in net unrealized appreciation (depreciation) of:

                 

Investments and foreign currency

     (22,544,449        65,302,095          (3,744,189        4,900,089  

Futures contracts

                       (84,543        (15,501

Swaps

     (59,688,741        (45,466,395                  

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

     (24,756,928        158,768,884          146,845          12,069,587  

Distributions to Common Shareholders

                 

Dividends

     (122,286,673        (134,125,759        (9,720,057        (9,714,536

Return of capital

     (10,169,864        (2,824,952                  

Decrease in net assets applicable to common shares from distributions to common shareholders

     (132,456,537        (136,950,711        (9,720,057        (9,714,536

Capital Share Transactions

                 

Common Shares:

                 

Net proceeds from shares issued to shareholders due to reinvestment of distributions

                       149,932          29,313  

Cost of shares repurchased and retired

              (281,341                  

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

              (281,341        149,932          29,313  

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

     (157,213,465        21,536,832          (9,423,280        2,384,364  

Net assets applicable to common shares at the beginning of period

   $ 2,004,446,957          1,982,910,125        $ 165,622,694          163,238,330  

Net assets applicable to common shares at the end of period

   $ 1,847,233,492        $ 2,004,446,957        $ 156,199,414        $ 165,622,694  

 

See accompanying notes to financial statements.

 

63


Statement of Cash Flows

Year Ended July 31, 2020

 

      JPC        JPI        JPS        JPT  

Cash Flows from Operating Activities:

                 

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

   $ (63,588,013      $ (14,009,682      $ (24,756,928      $ 146,845  

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

     (482,806,853        (261,100,456        (690,991,319        (42,983,628

Proceeds from sales and maturities of investments

     585,956,981          287,428,588          821,871,939          49,578,382  

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

     (2,668,969        (245,825        (29,976,353        (1,718,342

Taxes paid

                                (144

Amortization (Accretion) of premiums and discounts, net

     6,648,292          2,109,785          8,470,665          917,587  

(Increase) Decrease in:

                 

Receivable for dividends

     (303,278        (140,718        5,061          (63,058

Receivable for interest

     1,661,704          343,030          3,183,826          45,200  

Receivable for investments sold

     (2,694,256        (1,143,912        (558,633        971,683  

Receivable for reclaims

     3,821          15,745          125,369           

Other assets

     31,595          (5,653        (63,153        (737

Increase (Decrease) in:

                 

Payable for investments purchased - regular settlement

     3,175,845          3,126,350          6,775,000          737,500  

Payable for variation margin on futures contracts

     15,875          14,500                   3,625  

Accrued interest

     (1,145,193        (508,049        (2,104,528        (71,744

Accrued management fees

     (176,364        (64,975        (208,206        (14,941

Accrued Trustees fees

     37,617          6,835          74,378          222  

Accrued other expenses

     (49,337        (19,125        (69,772        (9,242

Net realized (gain) loss from investments and foreign currency

     65,711,069          22,506,803          68,779,726          4,247,635  

Change in net unrealized (appreciation) depreciation of:

                 

Investments and foreign currency

     28,862,271          15,637,860          22,544,449          3,744,189  

Swaps

     31,798,920          8,528,772          59,688,741           

Net cash provided by (used in) operating activities

     170,471,727          62,479,873          242,790,262          15,531,032  

Cash Flows from Financing Activities

                 

Increase (Decrease) in cash overdraft

              (1,140,217                 (662,404

Proceeds from reverse repurchase agreements

     73,500,000          20,000,000          105,000,000           

(Repayments of) repurchase agreements

     (108,500,000        (35,000,000        (117,000,000         

Proceeds from borrowings

     115,690,000          69,300,000          220,000,000          13,000,000  

(Repayments of) borrowings

     (170,690,000        (79,300,000        (333,000,000        (18,200,000

Cash distributions paid to common shareholders

     (72,970,110        (36,584,215        (133,571,140        (9,563,629

Net cash provided by (used in) financing activities

     (162,970,110        (62,724,432        (258,571,140        (15,426,033

Net Increase (Decrease) in Cash and Cash Collateral at Brokers

     7,501,617          (244,559        (15,780,878        104,999  

Cash and cash collateral at brokers at the beginning of period

     10,124,732          3,036,515          15,885,879          27  

Cash and cash collateral at brokers at the end of period

   $ 17,626,349        $ 2,791,956        $ 105,001        $ 105,026  
Supplemental Disclosure of Cash Flow Information                                      

Cash paid for interest (excluding amortization of offering costs)

   $ 12,562,366        $ 5,893,334        $ 23,937,995        $ 934,057  

Non-cash financing activities not included herein consists of reinvestments of common share distributions

     190,641          96,137                   149,932  

 

See accompanying notes to financial statements.

 

64


THIS PAGE INTENTIONALLY LEFT BLANK

 

65


Financial Highlights

 

Selected data for a share outstanding throughout each period:

 

              
    
    
Investment Operations
    Less Distributions to
Common Shareholders
    Common Share  
     Beginning
Common
Share
NAV
    Net
Investment
Income
(Loss)(a)
    Net
Realized/
Unrealized
Gain (Loss)
    Total     From
Net
Investment
Income
    From
Accumulated
Net
Realized
Gains
    Return
of
Capital
    Total     Discount
per
Share
Repurchased
and Retired
    Ending
NAV
    Ending
Share
Price
 

JPC

 

                                               

Year Ended 7/31:

 

                 

2020

  $ 10.14     $ 0.65     $ (1.26   $ (0.61   $ (0.68   $     $ (0.02   $ (0.70   $     $ 8.83     $ 8.81  

2019

    10.16       0.70       0.01       0.71       (0.70           (0.03     (0.73           10.14       9.91  

2018

    10.87       0.76       (0.70     0.06       (0.77               (0.77           10.16       9.44  

2017

    10.53       0.72       0.40       1.12       (0.77       —       (0.01     (0.78       —       10.87       10.59  

2016

    10.45       0.77       0.11       0.88       (0.80                 (0.80           10.53       10.43  

JPI

 

Year Ended 7/31:

 

2020

    24.67       1.59       (2.20     (0.61     (1.57           (0.04     (1.61           22.45       22.20  

2019

    24.39       1.64       0.27       1.91       (1.61           (0.02     (1.63           24.67       24.27  

2018

    25.97       1.66       (1.55     0.11       (1.62           (0.07     (1.69           24.39       23.13  

2017

    24.60       1.75       1.46       3.21       (1.77           (0.07     (1.84           25.97       25.15  

2016

    24.88       1.86       (0.01     1.85       (1.95     (0.18           (2.13           24.60       24.59  

 

    Borrowings at the End of Period  
     Aggregate
Amount
Outstanding
(000)
       Asset
Coverage
Per $1,000
 

JPC

                  

Year Ended 7/31:

 

2020

  $ 400,000        $ 3,280  

2019

    455,000          3,303  

2018

    437,000          3,403  

2017

    540,000          3,079  

2016

    404,100          3,526  

JPI

                  

Year Ended 7/31:

 

2020

    200,000          3,555  

2019

    210,000          3,674  

2018

    225,000          3,467  

2017

    225,000          3,627  

2016

    225,000          3,488  

 

(a)

Per share Net Investment Income (Loss) is calculated using the average daily shares method.

(b)

Total Return Based on Common Share NAV is the combination of changes in common share NAV, reinvested dividend income at NAV and reinvested capital gains distributions at NAV, if any. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending NAV. The actual reinvest price for the last dividend declared in the period may often be based on the Fund’s market price (and not its NAV), and therefore may be different from the price used in the calculation. Total returns are not annualized.

  

Total Return Based on Common Share Price is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per 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.

 

66


            Common Share Supplemental Data/
Ratios Applicable to Common Shares
 
Common Share
Total Returns
          Ratios to Average Net Asset(c)        
Based
on
NAV(b)
        
Based
on
Share
Price(b)
    Ending
Net Assets
(000)
    Expenses     Net
Investment
Income (Loss)
    Portfolio
Turnover
Rate(d)
 
                                             
         
  (6.16 )%      (4.12 )%    $ 912,193       2.50     6.87     32
  7.48       13.52       1,047,925       3.04       7.10       23  
  0.57       (3.76     1,049,894       2.59       7.19       29  
  11.16       9.73       1,122,751       1.92       6.82       32  
  9.01       23.47       1,020,717       1.73       7.58       17  
                                             
         
  (2.50     (1.93     511,060       2.34       6.75       34  
  8.29       12.79       561,523       2.72       6.90       27  
  0.37       (1.40     555,058       2.22       6.56       26  
  13.62       10.29       591,018       1.93       7.04       19  
  7.96       20.97       559,722       1.77       7.73       23  

 

(c)     •

Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to borrowings and/or reverse repurchase agreements (as described in Note 8 – Fund Leverage), where applicable.

 

Each ratio includes the effect of all interest expenses paid and other costs related to borrowings and/or reverse repurchase agreements, where applicable, as follows:

 

JPC   Ratios of Interest Expense
to Average Net Assets
Applicable to Common Shares
 

Year Ended 7/31:

 

2020

    1.17

2019

    1.73  

2018

    1.29  

2017

    0.70  

2016

    0.50  

JPI

       

Year Ended 7/31:

 

2020

    1.01  

2019

    1.43  

2018

    0.97  

2017

    0.67  

2016

    0.50  

 

(d)

Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 4 – Portfolio Securities and Investments in Derivatives) divided by the average long-term market value during the period.

*

Rounds to less than $0.01 per common share.

 

See accompanying notes to financial statements.

 

67


Financial Highlights (continued)

 

Selected data for a share outstanding throughout each period:

 

       Investment Operations     Less Distributions to
Common Shareholders
    Common Share  
     Beginning
Common
Share
NAV
     Net
Investment
Income
(Loss)(a)
     Net
Realized/
Unrealized
Gain (Loss)
     Total     From
Net
Investment
Income
     From
Accumulated
Net Realized
Gains
     Return
of
Capital
     Total    

Discount

per Share
Repurchased
and Retired

    Offering
Costs
     Ending
NAV
     Ending
Share
Price
 

JPS

 

Year Ended 7/31:

 

2020

  $ 9.84      $ 0.63      $ (0.76    $ (0.13   $ (0.60    $      $ (0.05    $ (0.65   $     $      $ 9.06      $ 9.07  

2019

    9.73        0.66        0.12        0.78       (0.66             (0.01      (0.67     **             9.84        9.79  

2018

    10.39        0.69        (0.62      0.07       (0.73                    (0.73                  9.73        8.94  

2017

    9.67        0.71        0.75        1.46       (0.74        —          —        (0.74       —              10.39        10.30  

2016

    9.75        0.69        (0.07      0.62       (0.70                    (0.70                  9.67        9.63  

JPT

                                                                                                       

Year Ended 7/31:

 

2020

    24.24        1.29        (1.27      0.02       (1.42                    (1.42                  22.84        23.20  

2019

    23.89        1.36        0.41        1.77       (1.42                    (1.42                  24.24        23.90  

2018

    25.62        1.44        (1.66      (0.22     (1.51                    (1.51                  23.89        23.17  

2017(d)

    24.63        0.74        0.94        1.68       (0.64                    (0.64           (0.05      25.62        25.24  

 

    Borrowings at End of Period  
     Aggregate
Amount
Outstanding
(000)
       Asset
Coverage
Per $1,000
 

JPS

                  

Year Ended 7/31:

      

2020

  $ 740,300        $ 3,495  

2019

    853,300          3,349  

2018

    845,300          3,346  

2017

    845,300          3,506  

2016

    945,000          3,086  

JPT

                  

Year Ended 7/31:

      

2020

    37,300          5,188  

2019

    42,500          4,897  

2018

    42,500          4,841  

2017(d)

    42,500          5,113  

 

(a)

Per share Net Investment Income (Loss) is calculated using the average daily shares method.

(b)

Total Return Based on Common Share NAV is the combination of changes in common share NAV, reinvested dividend income at NAV and reinvested capital gains distributions at NAV, if any. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending NAV. The actual reinvest price for the last dividend declared in the period may often be based on the Fund’s market price (and not its NAV), and therefore may be different from the price used in the calculation. Total returns are not annualized.

  

Total Return Based on Common Share Price is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per 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.

 

68


            Common Share Supplemental Data/
Ratios Applicable to Common Shares
 
Common Share
Total Returns
          Ratios to Average Net Assets
Before Reimbursement(c)
       
Based
on
NAV(b)
    Based
on
Share
Price(b)
    Ending
Net Assets
(000)
    Expenses     Net
Investment
Income (Loss)
    Portfolio
Turnover
Rate(e)
 
                                             
         
  (1.29 )%      (0.59 )%    $ 1,847,233       2.44     6.73     24
  8.53       18.01       2,004,447       3.02       6.91       16  
  0.66       (6.43     1,982,910       2.48       6.77       13  
  15.83       15.50       2,118,545       2.03       7.18       13  
  6.77       14.48       1,970,819       1.84       7.31       36  
                                             
         
  0.15       3.18       156,199       1.71       5.52       22  
  7.76       9.78       165,623       2.00       5.83       26  
  (0.84     (2.36     163,238       1.77       5.82       28  
  6.69       3.54       174,791       1.61     5.73     22  

 

(c)     •

Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to borrowings and/or reverse repurchase agreements (as described in Note 8 – Fund Leverage), where applicable.

 

Each ratio includes the effect of all interest expenses paid and other costs related to borrowings and/or reverse repurchase agreements, where applicable, as follows:

 

JPS   Ratios of Interest Expense
to Average Net Assets
Applicable to Common Shares
 

Year Ended 7/31:

 

2020

    1.14

2019

    1.73  

2018

    1.22  

2017

    0.77  

2016

    0.50  

JPT

       

Year Ended 7/31:

 

2020

    0.55  

2019

    0.83  

2018

    0.60  

2017(d)

    0.42

 

(d)

For the period January 26, 2017 (commencement of operations) through July 31, 2017.

(e)

Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 4 – Portfolio Securities and Investments in Derivatives) divided by the average long-term market value during the period.

*

Annualized.

**

Rounds to less than $0.01 per common share.

 

See accompanying notes to financial statements.

 

69


Notes to Financial Statements

 

1. General Information

Fund Information

The 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 Preferred & Income Opportunities Fund (JPC)

 

   

Nuveen Preferred and Income Term Fund (JPI)

 

   

Nuveen Preferred & Income Securities Fund (JPS)

 

   

Nuveen Preferred and Income 2022 Term Fund (JPT)

The Funds are registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as diversified, closed-end management investment companies. JPC, JPI, JPS and JPT were each organized as Massachusetts business trusts on January 27, 2003, April 18, 2012, June 24, 2002 and July 6, 2016, respectively.

The end of the reporting period for the Funds is July 31, 2020, and the period covered by these Notes to Financial Statements is the fiscal year ended July 31, 2020 (the “current fiscal period”).

Investment Adviser and Sub-Adviser

The Funds’ investment adviser is Nuveen Fund Advisors, LLC (the “Adviser”), a subsidiary of Nuveen, LLC (“Nuveen”). Nuveen is the investment management arm of Teachers Insurance and Annuity Association of America (TIAA). The Adviser has overall responsibility for management of the Funds, oversees the management of the Funds’ portfolios, manages the Funds’ business affairs and provides certain clerical, bookkeeping and other administrative services, and, if necessary, asset allocation decisions. The Adviser has entered into sub-advisory agreements with NWQ Investment Management Company, LLC (“NWQ”), an affiliate of Nuveen, Spectrum Asset Management, Inc. (“Spectrum”), and/or Nuveen Asset Management LLC (“NAM”), a subsidiary of the Adviser, (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). NWQ and NAM are each responsible for approximately half of JPC’s portfolio. NAM manages the investment portfolio of JPI and JPT, while Spectrum manages the investment portfolio of JPS. The Adviser is responsible for managing JPC’s, JPI’s and JPS’s investments in swap contracts.

Other Matters

The outbreak of the novel coronavirus (“COVID-19”) and subsequent global pandemic began significantly impacting the U.S. and global financial markets and economies during the calendar quarter ended March 31, 2020. The worldwide spread of COVID-19 has created significant uncertainty in the global economy. The duration and extent of COVID-19 over the long-term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which COVID-19 impacts the Funds’ normal course of business, results of operations, investments, and cash flows will depend on future developments, which are highly uncertain and difficult to predict. Management continues to monitor and evaluate this situation.

2. Significant Accounting Policies

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

Compensation

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 Funds’ Board of Trustees (the ‘‘Board’’) has adopted a deferred compensation plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from certain Nuveen-advised funds. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of select Nuveen advised funds.

 

70


 

Distributions to Common Shareholders

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

Foreign Currency Transactions and Translation

To the extent that the Funds invest in securities and/or contracts that are denominated in a currency other than U.S. dollars, the Funds will be subject to currency risk, which is the risk that an increase in the U.S. dollar relative to the foreign currency will reduce returns or portfolio value. Generally, when the U.S. dollar rises in value against a foreign currency, the Funds’ investments denominated in that currency will lose value because their currency is worth fewer U.S. dollars; the opposite effect occurs if the U.S. dollar falls in relative value. Investments and other assets and liabilities denominated in foreign currencies are converted into U.S. dollars on a spot (i.e. cash) basis at the spot rate prevailing in the foreign currency exchange market at the time of valuation. Purchases and sales of investments and income denominated in foreign currencies are translated into U.S. dollars on the respective dates of such transactions.

The books and records of the Funds are maintained in U.S. dollars. Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollars at the end of each day. Purchases and sales of securities, income and expenses are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized foreign currency gains and losses resulting from changes in exchange rates associated with (i) foreign currency, (ii) investments and (iii) derivatives include foreign currency gains and losses between trade date and settlement date of the transactions, foreign currency transactions, and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually received are recognized as a component of “Net realized gain (loss) from investments and foreign currency” on the Statement of Operations, when applicable.

The unrealized gains and losses resulting from changes in foreign currency exchange rates and changes in foreign exchange rates associated with (i) investments and (ii) other assets and liabilities are recognized as a component of “Change in net unrealized appreciation (depreciation) of investments and foreign currency” on the Statement of Operations, when applicable. The unrealized gains and losses resulting from changes in foreign exchange rates associated with investments in derivatives are recognized as a component of the respective derivative’s related “Change in net unrealized appreciation (depreciation)” on the Statement of Operations, when applicable.

As of the end of the reporting period, the Funds’ investments in non-U.S. securities were as follows:

 

JPC      Value      % of Total
Investments
 

Country:

       

United Kingdom

     $ 101,669,733        7.1

Switzerland

       56,728,084        4.0  

France

       54,513,245        3.8  

Canada

       38,401,461        2.7  

Australia

       25,450,852        1.8  

Netherlands

       21,700,051        1.5  

Spain

       14,461,706        1.0  

Italy

       12,990,250        0.9  

Bermuda

       12,199,547        0.8  

Germany

       11,324,087        0.8  

Other

       22,804,259        1.6  

Total non-U.S. securities

     $ 372,243,275        26.0
JPI                  

Country:

       

United Kingdom

     $ 82,469,110        10.8

Switzerland

       53,067,297        7.0  

France

       51,270,947        6.7  

Australia

       23,773,050        3.1  

Netherlands

       14,884,997        1.9  

Spain

       13,701,444        1.8  

Italy

       12,192,485        1.6  

Canada

       10,706,271        1.4  

Ireland

       10,179,603        1.3  

Germany

       4,947,980        0.7  

Other

       10,343,541        1.4  

Total non-U.S. securities

     $ 287,536,725        37.7

 

71


Notes to Financial Statements (continued)

 

JPS      Value      % of Total
Investments
 

Country:

       

United Kingdom

     $ 534,004,434        18.5

France

       340,964,680        11.8  

Switzerland

       217,864,422        7.5  

Finland

       84,514,133        2.9  

Netherlands

       48,781,350        1.7  

Canada

       29,077,238        1.0  

Ireland

       25,840,661        0.9  

Italy

       25,464,000        0.9  

Spain

       22,082,250        0.8  

Other

       54,217,438        1.8  

Total non-U.S. securities

     $ 1,382,810,606        47.8
JPT                  

Country:

       

United Kingdom

     $ 10,005,441        5.2

Australia

       6,996,423        3.6  

Canada

       4,735,630        2.5  

France

       4,022,081        2.1  

Ireland

       3,303,764        1.7  

Germany

       2,905,351        1.5  

Japan

       2,094,456        1.1  

Other

       2,379,751        1.2  

Total non-U.S. securities

     $ 36,442,897        18.9

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.

Investments and Investment Income

Securities transactions are accounted for as of the trade date for financial reporting purposes. Realized gains and losses on securities transactions are based upon the specific identification method. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when information is available. Non-cash dividends received in the form of stock, if any, are recorded on the ex-dividend date and recorded at fair value. Interest income, which reflects the amortization of premiums and accretion of discounts for financial reporting purposes, is recorded on an accrual basis. Interest income also reflects payment-in-kind (“PIK”) interest and paydown gains and losses, if any. PIK interest represents income received in the form of securities in lieu of cash. Other income is comprised of fees earned in connection with the rehypothecation of pledged collateral as further described in Note 8 – Fund Leverage.

Netting Agreements

In the ordinary course of business, the Funds may enter into transactions subject to enforceable master repurchase agreements, International Swaps and Derivatives Association, Inc. (ISDA) master agreements or other similar arrangements (“netting agreements”). Generally, the right to offset in netting agreements allows 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 4 – Portfolio Securities and Investments in Derivatives.

New Accounting Pronouncements and Rule Issuances

FASB Accounting Standards Update (“ASU”) 2017-08 (“ASU 2017-08”) Premium Amortization on Purchased Callable Debt Securities

The FASB has issued ASU 2017-08, which shortens the premium amortization period for purchased non-contingently callable debt securities. ASU 2017-08 specifies that the premium amortization period ends at the earliest call date, for purchased non-contingently callable debt securities. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. During the current fiscal period, ASU 2017-08 became effective for the Funds. The Funds have adopted and applied ASU 2017-08 on a modified retrospective basis through a cumulative-effect adjustment as of the

 

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beginning of the period of adoption. As a result of the adoption of ASU 2017-08, as of August 1, 2019, the amortized cost basis of investments was reduced and unrealized appreciation of investments was increased for JPC, JPI, JPS and JPT by $10,633,735, $3,525,443, $28,206,191 and $1,696,981, respectively. The adoption of ASU 2017-08 had no impact on beginning net assets, the current period results from operations, or any prior period information presented in the financial statements. Management has evaluated the impact of this ASU and has adopted the changes into these financial statements.

Fair Value Measurement: Disclosure Framework

During August 2018, the FASB issued ASU 2018-13 (“ASU 2018-13”), Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements. ASU 2018-13 modifies the disclosures required by Topic 820, Fair Value Measurements. The amendments ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has early implemented this guidance and it did not have a material impact on the Funds’ financial statements.

Reference Rate Reform

In March 2020, FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The main objective of the new guidance is to provide relief to companies that will be impacted by the expected change in benchmark interest rates at the end of 2021, when participating banks will no longer be required to submit London Interbank Offered Rate (LIBOR) quotes by the UK Financial Conduct Authority (FCA). The new guidance allows companies to, provided the only change to existing contracts are a change to an approved benchmark interest rate, account for modifications as a continuance of the existing contract without additional analysis. For new and existing contracts, the Funds may elect to apply the optional expedients as of March 12, 2020 through December 31, 2022. Management has not yet elected to apply the optional expedients, but is currently assessing the impact of the ASU’s adoption to the Funds’ financial statements and various filings.

3. Investment Valuation and Fair Value Measurements

The fair valuation input levels as described below are for fair value measurement purposes.

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

 

Level 1 –   Inputs are unadjusted and prices are determined using quoted prices in active markets for identical securities.
Level 2 –   Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, credit spreads, etc.).
Level 3 –   Prices are determined using significant unobservable inputs (including management’s assumptions in determining the fair value of investments).

Common stocks and other equity-type securities are valued at the last sales price on the securities exchange on which such securities are primarily traded and are generally classified as Level 1. Securities primarily traded on the Nasdaq National Market (“Nasdaq”) are valued at the Nasdaq Official Closing Price and are generally classified as Level 1. However, securities traded on a securities exchange or Nasdaq for which there were no transactions on a given day or securities not listed on a securities exchange or Nasdaq are valued at the quoted bid price and are generally classified as Level 2. Prices of certain American Depositary Receipts (“ADR”) held by the Funds that trade in the United States are valued based on the last traded price, official closing price or the most recent bid price of the underlying non- U.S.-traded stock, adjusted as appropriate for the underlying-to-ADR conversion ratio and foreign exchange rate, and from time-to-time may also be adjusted further to take into account material events that may take place after the close of the local non-U.S. market but before the close of the NYSE, which may represent a transfer from a Level 1 to a Level 2 security.

Prices of fixed-income securities are provided by an independent pricing service (“pricing service”) approved by the Board. The pricing service establishes a security’s fair value using methods that may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. These securities are generally classified as Level 2. In pricing certain securities, particularly less liquid and lower quality securities, the pricing service may consider information about a security, its issuer or market activity, provided by the Adviser. These securities are generally classified as Level 2 or Level 3 depending on the observability of the significant inputs.

Prices of swap contracts are also provided by a pricing service approved by the Board using the same methods as described above, and are generally classified as Level 2.

Investments in investment companies are valued at their respective NAV’s on valuation date and are generally classified as Level 1.

 

73


Notes to Financial Statements (continued)

 

Repurchase agreements are valued at contract amount plus accrued interest, which approximates market value. These securities are generally classified as Level 2.

Futures contracts are valued using the closing settlement price or, in the absence of such a price, the last traded price, and are generally classified as Level 1.

Investments initially valued in currencies other than the U.S. dollar are converted to the U.S. dollar using exchange rates obtained from pricing services. As a result, the NAV of the Funds’ shares may be affected by changes in the value of currencies in relation to the U.S. dollar. The value of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the NYSE is closed and an investor is not able to purchase, redeem or exchange shares. If significant market events occur between the time of determination of the closing price of a foreign security on an exchange and the time that the Funds’ NAV is determined, or if under the Funds’ procedures, the closing price of a foreign security is not deemed to be reliable, the security would be valued at fair value as determined in accordance with procedures established in good faith by the Board. 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 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:

 

JPC    Level 1      Level 2      Level 3      Total  

Long-Term Investments*:

           

$1,000 Par (or similar) Institutional Preferred

   $      $ 656,061,714      $             —      $ 656,061,714  

$25 Par (or similar) Retail Preferred

     361,051,413        66,181,126 **              427,232,539  

Contingent Capital Securities

            234,075,478               234,075,478  

Corporate Bonds

            73,980,481               73,980,481  

Convertible Preferred Securities

     19,492,431                      19,492,431  

Short-Term Investments:

           

Repurchase Agreements

            20,978,407               20,978,407  

Investments in Derivatives:

           

Interest Rate Swaps***

            (42,108,731             (42,108,731

Futures Contracts***

     (370,240                    (370,240

Total

   $ 380,173,604      $ 1,009,168,475      $      $ 1,389,342,079  
JPI                                

Long-Term Investments*:

           

$1,000 Par (or similar) Institutional Preferred

   $      $ 351,057,493      $         —      $ 351,057,493  

Contingent Capital Securities

            220,412,763               220,412,763  

$25 Par (or similar) Retail Preferred

     136,900,964        49,836,254 **              186,737,218  

Corporate Bonds

            3,223,460               3,223,460  

Short-Term Investments:

           

Repurchase Agreements

            245,825               245,825  

Investments in Derivatives:

           

Interest Rate Swaps***

            (11,501,668             (11,501,668

Futures Contracts***

     (338,172                    (338,172

Total

   $ 136,562,792      $ 613,274,127      $      $ 749,836,919  

 

74


 

JPS    Level 1      Level 2      Level 3      Total  

Long-Term Investments*:

           

$1,000 Par (or similar) Institutional Preferred

   $      $ 1,363,440,292      $      $ 1,363,440,292  

Contingent Capital Securities

            1,049,149,280               1,049,149,280  

$25 Par (or similar) Retail Preferred

     272,474,664        64,674,513 **              337,149,177  

Corporate Bonds

            36,939,067               36,939,067  

Convertible Preferred Securities

     23,678,280        10,620,000 **              34,298,280  

Investment Companies

     20,963,716                      20,963,716  

Short-Term Investments:

           

Repurchase Agreements

            53,020,397               53,020,397  

Investments in Derivatives:

           

Interest Rate Swaps***

            (79,038,498             (79,038,498

Total

   $ 317,116,660      $ 2,498,805,051      $      $ 2,815,921,711  
JPT                                

Long-Term Investments*:

           

$1,000 Par (or similar) Institutional Preferred

   $      $ 132,863,197      $             —      $ 132,863,197  

$25 Par (or similar) Retail Preferred

     45,500,897        12,351,466 **              57,852,363  

Corporate Bonds

            752,600               752,600  

Short-Term Investments:

           

Repurchase Agreements

            1,718,342               1,718,342  

Investments in Derivatives:

           

Futures Contracts***

     (84,543                    (84,543

Total

   $ 45,416,354      $ 147,685,605      $      $ 193,101,959  
*

Refer to the Fund’s Portfolio of Investments for industry classifications, when applicable.

**

Refer to the Fund’s Portfolio of Investments for securities classified as Level 2.

***

Represents net unrealized appreciation (depreciation) as reported in the Fund’s Portfolio of Investments.

4. Portfolio Securities and Investments in Derivatives

Portfolio Securities

Repurchase Agreements

In connection with transactions in repurchase agreements, it is each Fund’s policy that its custodian take possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest, at all times. If the counterparty defaults, and the fair value of the collateral declines, realization of the collateral may be delayed or limited.

The following table presents the repurchase agreements for the Funds that are subject to netting agreements as of the end of the reporting period, and the collateral delivered related to those repurchase agreements.

 

Fund    Counterparty    Short-Term
Investments, at Value
       Collateral
Pledged (From)
Counterparty*
       Net
Exposure
 
JPC   

Fixed Income Clearing Corporation

   $ 20,978,407        $ (20,978,407      $  
JPI   

Fixed Income Clearing Corporation

     245,825          (245,825         
JPS   

Fixed Income Clearing Corporation

     53,020,397          (53,020,397         
JPT   

Fixed Income Clearing Corporation

     1,718,342          (1,718,342         
*

As of the end of the reporting period, the value of the collateral pledged from the counterparty exceeded the value of the repurchase agreements. Refer to the Fund’s Portfolio of Investments for details on the repurchase agreements.

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.

 

75


Notes to Financial Statements (continued)

 

Investment Transactions

Long-term purchases and sales (including maturities but excluding derivative transactions, where applicable) during the current fiscal period, were as follows:

 

        JPC      JPI      JPS      JPT  

Purchases

     $ 482,806,853      $ 261,100,456      $ 690,991,319      $ 42,983,628  

Sales and maturities

       585,956,981        287,428,588        821,871,939        49,578,382  

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

Investments in Derivatives

Each Fund is authorized to invest in certain 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.

Futures Contracts

Upon execution of a futures contract, a Fund is obligated to deposit cash or eligible securities, also known as ‘‘initial margin,’’ into an account at its clearing broker equal to a specified percentage of the contract amount. Cash held by the broker to cover initial margin requirements on open futures contracts, if any, is recognized as ‘‘Cash collateral at broker for investments in futures contracts’’ on the Statement of Assets and Liabilities. Investments in futures contracts obligate a Fund and the clearing broker to settle monies on a daily basis representing changes in the prior days ‘‘mark-to-market’’ of the open contracts. If a Fund has unrealized appreciation the clearing broker would credit the Fund’s account with an amount equal to appreciation and conversely if a Fund has unrealized depreciation the clearing broker would debit the Fund’s account with an amount equal to depreciation. These daily cash settlements are also known as ‘‘variation margin.’’ Variation margin is recognized as a receivable and/or payable for ‘‘Variation margin on futures contracts’’ on the Statement of Assets and Liabilities.

During the period the futures contract is open, changes in the value of the contract are recognized as an unrealized gain or loss by ‘‘marking-to-market’’ on a daily basis to reflect the changes in market value of the contract, which is recognized as a component of ‘‘Change in net unrealized appreciation (depreciation) of futures contracts’’ on the Statement of Operations. When the contract is closed or expired, a Fund records a realized gain or loss equal to the difference between the value of the contract on the closing date and value of the contract when originally entered into, which is recognized as a component of ‘‘Net realized gain (loss) from futures contracts’’ on the Statement of Operations.

Risks of investments in futures contracts include the possible adverse movement in the price of the securities or indices underlying the contracts, the possibility that there may not be a liquid secondary market for the contracts and/or that a change in the value of the contract may not correlate with a change in the value of the underlying securities or indices.

During the current fiscal period, JPC, JPI and JPT invested in short interest rate futures to manage the Fund’s exposure to various points along the yield curve, with a net effect of decreasing the Fund’s overall interest rate sensitivity.

The average notional amount of futures contracts outstanding during the current fiscal period was as follows:

 

        JPC      JPI      JPT  

Average notional amount of futures contracts outstanding*

     $ 21,401,915      $ 19,530,653      $ 4,882,663  
*

The average notional amount is calculated based on the absolute aggregate notional of contracts outstanding at the beginning of the current fiscal period and at the end of each quarter within the current fiscal period.

 

76


 

        

Location on the Statement of Assets and Liabilities

 
Underlying
Risk Exposure
   Derivative
Instrument
 

Asset Derivatives

         

(Liability) Derivatives

 
  Location    Value            Location    Value  
JPC               
Interest rate    Futures contracts      $             Payable for variation margin on futures contracts*    $ (370,240
JPI               
Interest rate    Futures contracts      $             Payable for variation margin on futures contracts*    $ (338,172
JPT               
Interest rate    Futures contracts      $             Payable for variation margin on futures contracts*    $ (84,543
*

Value represents the cumulative unrealized appreciation (depreciation) of futures contracts as reported in the Fund’s Portfolio of Investments and not the daily asset and/or liability derivative location as described in the table above.

The following table presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) recognized on futures contracts on the Statement of Operations during the current fiscal period, and the primary underlying risk exposure.

 

Fund      Underlying Risk
Exposure
    

Derivative

Instrument

    

Net Realized

Gain (Loss)

from Futures

Contracts

       Change in Net
Unrealized Appreciation
(Depreciation)
of Futures
Contracts
 
JPC      Interest rate      Futures contracts      $ (2,608,517      $ (370,240
JPI      Interest rate      Futures contracts        (2,379,696        (338,172
JPT      Interest rate      Futures contracts        (594,879        (84,543

Interest Rate Swap Contracts

Interest rate swap contracts involve a Fund’s agreement with the counterparty to pay or receive a fixed rate payment in exchange for the counterparty receiving or paying a variable rate payment. Forward interest rate swap contracts involve a Fund’s agreement with a counterparty to pay, in the future, a fixed or variable rate payment in exchange for the counterparty paying the Fund a variable or fixed rate payment, the accruals for which begin at a specified date in the future (the “effective date”).

The amount of the payment obligation for an interest rate swap is based on the notional amount and the termination date of the contract. Interest rate swap contracts do not involve the delivery of securities or other underlying assets or principal. Accordingly, the risk of loss with respect to the swap counterparty on such transactions is limited to the net amount of interest payments that the Fund is to receive.

Interest rate swap contracts are valued daily. Upon entering into an interest rate swap contract (and beginning on the effective date for a forward interest rate swap contract), the Fund accrues the fixed rate payment expected to be paid or received and the variable rate payment expected to be received or paid on the interest rate swap contracts on a daily basis, and recognizes the daily change in the fair value of the Fund’s contractual rights and obligations under the contracts. For an over-the-counter (“OTC”) swap, that is not cleared through a clearing house (“OTC Uncleared”), the amount recorded on these transactions is recognized on the Statement of Assets and Liabilities as a component of “Unrealized appreciation or depreciation on interest rate swaps.”

Upon the execution of an OTC swap cleared through a clearing house (“OTC Cleared”), the Fund is obligated to deposit cash or eligible securities, also known as “initial margin,” into an account at its clearing broker equal to a specified percentage of the contract amount. Cash deposited by the Fund to cover initial margin requirements on open swap contracts, if any, is recognized as a component of “Cash collateral at brokers for investments in swaps” on the Statement of Assets and Liabilities. Investments in OTC Cleared swaps obligate the Fund and the clearing broker to settle monies on a daily basis representing changes in the prior day’s “mark-to-market” of the swap contract. If the Fund has unrealized appreciation, the clearing broker will credit the Fund’s account with an amount equal to the appreciation. Conversely, if the Fund has unrealized depreciation, the clearing broker will debit the Fund’s account with an amount equal to the depreciation. These daily cash settlements are also known as “variation margin.” Variation margin for OTC Cleared swaps is recognized as a receivable and/or payable for “Variation margin on swap contracts” on the Statement of Assets and Liabilities. Upon the execution of an OTC Uncleared swap, neither the Fund nor the counterparty is required to deposit initial margin as the trades are recorded bilaterally between both parties to the swap contract, and the terms of the variation margin are subject to a predetermined threshold negotiated by the Fund and the counterparty. Variation margin for OTC Uncleared swaps is recognized as a component of “Unrealized appreciation or depreciation on interest rate swaps” as described in the preceding paragraph.

The net amount of periodic payments settled in cash are recognized as a component of “Net realized gain (loss) from swaps” on the Statement of Operations, in addition to the net realized gain or loss recorded upon the termination of the swap contract. For tax purposes, payments expected to be received or paid on the swap contracts are treated as ordinary income or expense, respectively. Changes in the value of the swap contracts during the fiscal period are recognized as a component of “Change in net unrealized appreciation (depreciation) of swaps” on the Statement of Operations. In certain instances, payments are made or

 

77


Notes to Financial Statements (continued)

 

received upon entering into the swap contract to compensate for differences between the stated terms of the swap agreements and prevailing market conditions (credit spreads, currency exchange rates, interest rates, and other relevant factors). Payments received or made at the beginning of the measurement period, if any, are recognized as “Interest rate swaps premiums received and/or paid” on the Statement of Assets and Liabilities.

During the current fiscal period, JPC, JPI and JPS continued to use interest rate swap contracts to partially hedge the interest cost of leverage, which is through the use of bank borrowings.

The average notional amount of interest rate swap contracts outstanding during the current fiscal period was as follows:

 

        JPC      JPI      JPS  

Average notional amount of interest rate swap contracts outstanding*

     $ 325,500,000      $ 157,000,000      $ 611,000,000  
*

The average notional amount is calculated based on the outstanding notional at the beginning of the current fiscal period and at the end of each fiscal quarter within the current fiscal period.

The following table presents the fair value of all swap contracts held by the Funds as of the end of the reporting period, the location of these instruments on the Statement of Assets and Liabilities and the primary underlying risk exposure.

 

        

Location on the Statement of Assets and Liabilities

 

Underlying

Risk Exposure

  

Derivative

Instrument

 

Asset Derivatives

         

(Liability) Derivatives

 
  Location    Value            Location   Value  
JPC

 

Interest rate    Swaps (OTC Uncleared)      $             Unrealized depreciation on interest rate swaps**   $ (42,108,731
JPI

 

Interest rate    Swaps (OTC Uncleared)      $             Unrealized depreciation on interest rate swaps**   $ (11,501,668
JPS

 

Interest rate    Swaps (OTC Uncleared)      $             Unrealized depreciation on interest rate swaps**   $ (79,038,498
**

Some swap contracts require a counterparty to pay or receive a premium, which is disclosed in the Statement of Assets and Liabilities, when applicable, and is not reflected in the cumulative unrealized appreciation (depreciation) presented above.

The following table presents the swap contracts subject to netting agreements and the collateral delivered related to those swap contracts as of the end of the reporting period.

 

Fund    Counterparty    Gross
Unrealized
Appreciation on
Interest Rate
Swaps***
     Gross
Unrealized
(Depreciation) on
Interest Rate
Swaps***
     Net
Unrealized
Appreciation
(Depreciation) on
Interest Rate
Swaps
     Collateral
Pledged
to (from)
Counterparty
     Net
Exposure
 
JPC    Morgan Stanley Capital Services LLC    $      $ (42,108,731    $ (42,108,731    $ 41,651,749      $ (456,982
JPI    Morgan Stanley Capital Services LLC             (11,501,668      (11,501,668      11,203,690        (297,978
JPS    Morgan Stanley Capital Services LLC             (79,038,498      (79,038,498      76,074,240        (2,964,258
***

Represents gross unrealized appreciation (depreciation) for the counterparty as reported in the Fund’s Portfolio of Investments.

The following table presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) recognized on swap contracts on the Statement of Operations during the current fiscal period, and the primary underlying risk exposure.

 

Fund      Underlying
Risk Exposure
     Derivative
Instrument
     Net Realized
Gain (Loss)
from Swaps
       Change in Net
Unrealized
Appreciation
(Depreciation)
of Swaps
 
JPC      Interest rate      Swaps      $ (1,473,476      $ (31,798,920
JPI      Interest rate      Swaps        (705,667        (8,528,772
JPS      Interest rate      Swaps        (2,767,376        (59,688,741

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,

 

78


 

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.

5. Fund Shares

Common Share Transactions

Transactions in common shares during the Funds’ current and prior fiscal period were as follows:

 

    JPC     JPI     JPS     JPT  
     Year Ended
7/31/20
    Year Ended
7/31/19
    Year Ended
7/31/20
    Year Ended
7/31/19
    Year Ended
7/31/20
    Year Ended
7/31/19
    Year Ended
7/31/20
    Year Ended
7/31/19
 

Common shares:

               

Issued to shareholders due to reinvestment of distributions

    22,600             4,083                         6,460       1,221  

Repurchased and retired

                                  (38,000            

Weighted average common share:

               

Price per share repurchased and retired

  $         —     $         —     $         —     $         —     $         —     $ 7.38     $     $  

Discount per share repurchased and retired

                        17.59        

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.

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 recognition of premium amortization and timing differences in recognizing certain gains and losses on investment transactions. To the extent that differences arise that are permanent in nature, such amounts are reclassified within the capital accounts as detailed below. Temporary differences do not require reclassification. Temporary and permanent differences do not impact the NAVs of the Funds.

The table below presents the cost and unrealized appreciation (depreciation) of each Fund’s investment portfolio, as determined on a federal income tax basis, as of July 31, 2020.

For purposes of this disclosure, derivative tax cost is generally the sum of any upfront fees or premiums exchanged and any amounts unrealized for income statement reporting but realized in income and/or capital gains tax reporting. If a particular derivative category does not disclose any tax unrealized appreciation or depreciation, the change in value of those derivatives have generally been fully realized for tax purposes.

 

        JPC      JPI      JPS      JPT  

Tax cost of investments

     $ 1,408,898,209      $ 745,062,271      $ 2,721,933,416      $ 195,070,056  

Gross unrealized:

             

Appreciation

     $ 55,629,050      $ 32,968,960      $ 183,386,457      $ 6,009,985  

Depreciation

       (75,185,180      (28,194,312      (89,398,162      (7,978,082

Net unrealized appreciation (depreciation) of investments

     $ (19,556,130    $ 4,774,648      $ 93,988,295      $ (1,968,097

 

79


Notes to Financial Statements (continued)

 

Permanent differences, primarily due to bond premium amortization adjustments, treatment of notional principal contracts, complex securities character adjustments and federal taxes paid resulted in reclassifications among the Funds’ components of common share net assets as of July 31, 2020, the Funds’ tax year end.

The tax components of undistributed net ordinary income and net long-term capital gains as of July 31, 2020, the Funds’ tax year end, were as follows:

 

        JPC      JPI      JPS      JPT  

Undistributed net ordinary income1

     $               —      $               —      $                 —      $ 113,667  

Undistributed net long-term capital gains

                                       —  

1  Undistributed net ordinary income (on a tax basis) has not been reduced for the dividend declared on July 1, 2020 and paid on August 3, 2020. Net ordinary income consists of net taxable income derived from dividends, interest, and net short-term capital gains, if any.

   

The tax character of distributions paid during the Funds’ tax years ended July 31, 2020 and July 31, 2019 was designated for purposes of the dividends paid deduction as follows:

 

2020      JPC      JPI      JPS      JPT  

Distributions from net ordinary income2

     $ 69,950,246      $ 35,590,098      $ 122,286,673      $ 9,720,057  

Distributions from net long-term capital gains

                             

Return of capital

       2,384,333        959,791        10,169,864         
2019      JPC      JPI      JPS      JPT  

Distributions from net ordinary income2

     $ 72,875,999      $ 36,597,335      $ 134,127,887      $ 9,714,392  

Distributions from net long-term capital gains

                     —                      —                        —                    —  

Return of capital

       2,763,427        406,048        2,824,952         

2  Net ordinary income consists of net taxable income derived from dividends, interest, and net short-term capital gains, if any.

   

As of July 31, 2020, the Funds’ tax year end, the Funds had unused capital losses carrying forward available for federal income tax purposes to be applied against future capital gains, if any. The capital losses are not subject to expiration.

 

                JPC3      JPI      JPS      JPT  

Not subject to expiration:

                

Short-term

        $ 39,477,696      $ 11,626,863      $ 17,229,059      $ 2,075,713  

Long-term

                56,857,408        17,188,937        81,135,766        7,093,919  

Total

              $ 96,335,104      $ 28,815,800      $ 98,364,825      $ 9,169,632  

 

3 

A portion of JPC’s capital loss carryforward is subject to an annual limitation under the Internal Revenue Code and related regulations.

7. Management Fees

Each Fund’s management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. The Sub-Advisers are compensated for their services to the Funds from the management fees paid to the Adviser. Spectrum also receives compensation on certain portfolio transactions for providing brokerage services to JPS. During the current fiscal period, JPS paid Spectrum commissions of $92,385.

Each Fund’s management fee consists of two components – a fund-level fee, based only on the amount of assets within each individual Fund, and a complex-level fee, based on the aggregate amount of all eligible fund assets managed by the Adviser. This pricing structure enables each Fund’s shareholders to benefit from growth in the assets within their respective Fund as well as from growth in the amount of complex-wide assets managed by the Adviser.

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

 

Average Daily Managed Assets*      JPC      JPI      JPS      JPT  

For the first $500 million

       0.6800      0.7000      0.7000      0.7000

For the next $500 million

       0.6550        0.6750        0.6750        0.6750  

For the next $500 million

       0.6300        0.6500        0.6500        0.6500  

For the next $500 million

       0.6050        0.6250        0.6250        0.6250  

For managed assets over $2 billion

       0.5800        0.6000        0.6000        0.6000  

 

80


 

The annual complex-level fee, payable monthly, for each Fund is calculated by multiplying the current complex-wide fee rate, determined according to the following schedule by the Funds’ daily managed assets:

 

Complex-Level Eligible Asset Breakpoint Level*      Effective Complex-Level Fee Rate at Breakpoint Level  

$55 billion

       0.2000

$56 billion

       0.1996  

$57 billion

       0.1989  

$60 billion

       0.1961  

$63 billion

       0.1931  

$66 billion

       0.1900  

$71 billion

       0.1851  

$76 billion

       0.1806  

$80 billion

       0.1773  

$91 billion

       0.1691  

$125 billion

       0.1599  

$200 billion

       0.1505  

$250 billion

       0.1469  

$300 billion

       0.1445  
*

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 open-end and closed-end funds that constitute “eligible assets.” Eligible assets do not include assets attributable to investments in other Nuveen funds or assets in excess of a determined amount (originally $2 billion) added to the Nuveen fund complex in connection with the Adviser’s assumption of the management of the former First American Funds effective January 1, 2011, but do not include certain assets of certain Nuveen funds that were reorganized into funds advised by an affiliate of the Adviser during the 2019 calendar year. As of July 31, 2020, the complex-level fee rate for each Fund was 0.1578%.

8. Fund Leverage

Borrowings

JPC, JPI, JPS, and JPT have each entered into a borrowing arrangement (collectively, “Borrowings”) which permit the Funds to borrow on a secured basis as a means of leverage. As of the end of the reporting period, each Fund’s maximum commitment amount under these Borrowings is as follows:

 

        JPC      JPI      JPS      JPT  

Maximum commitment amount

     $ 440,000,000      $ 225,000,000      $ 850,000,000      $ 47,000,000  

As of the end of the reporting period, each Fund’s outstanding balance on its Borrowings was as follows:

 

        JPC      JPI      JPS      JPT  

Outstanding balance on Borrowings

     $ 400,000,000      $ 200,000,000      $ 740,300,000      $ 37,300,000  

For JPC, JPI and JPS interest is charged on these Borrowings at 1-Month LIBOR (London Inter-Bank Offered Rate) plus 0.75% (0.70% prior to December 31, 2019) per annum on the amounts borrowed and 0.50% per annum on the undrawn balance if the undrawn portion of the Borrowings on a particular day is more than 20% of the maximum commitment amount. During the current fiscal period, JPC and JPS incurred a 0.10% amendment fee on the increase in their respective maximum commitment amounts. JPT’s interest is charged on the Borrowings at a rate equal to the 1-month LIBOR plus 0.70% per annum on the amount borrowed. JPT is also charged a 0.125% commitment fee on the undrawn portion of the Borrowings.

During the current fiscal period, the average daily balance outstanding (which was for the entire reporting period) and average annual interest rate on each Fund’s Borrowings were as follows:

 

        JPC      JPI      JPS      JPT  

Average daily balance outstanding

     $ 429,476,776      $ 207,268,579      $ 797,709,836      $ 38,854,645  

Average annual interest rate

       1.98      1.98      1.98      2.09

In order to maintain these Borrowings, the Funds must meet certain collateral, asset coverage and other requirements. Borrowings outstanding are fully secured by eligible securities held in each Fund’s portfolio of investments. (“Pledged Collateral”)

Borrowings outstanding are recognized as “Borrowings” on the Statement of Assets and Liabilities. Interest expense incurred on the borrowed amount and undrawn balance and amendment fees are recognized as a component of “Interest expense” on the Statement of Operations.

 

81


Notes to Financial Statements (continued)

 

Rehypothecation

JPC, JPI and JPS have each entered into a Rehypothecation Side Letter (“Side Letter”) with its prime brokerage lender, allowing it to re-register the Pledged Collateral in its own name or in a name other than the Funds’ to pledge, repledge, hypothecate, rehypothecate, sell, lend or otherwise transfer or use the Pledged Collateral (the “Hypothecated Securities”) with all rights of ownership as described in the Side Letter. Subject to certain conditions, the total value of the outstanding Hypothecated Securities shall not exceed the lesser of (i) 98% of the outstanding balance on the Borrowings to which the Pledged Collateral relates and (ii) 3313% of the Funds’ total assets. The Funds may designate any Pledged Collateral as ineligible for rehypothecation. The Funds may also recall Hypothecated Securities on demand.

The Funds also have the right to apply and set-off an amount equal to one-hundred percent (100%) of the then-current fair market value of such Pledged Collateral against the current Borrowings under the Side Letter in the event that the prime brokerage lender fails to timely return the Pledged Collateral and in certain other circumstances. In such circumstances, however, the Funds may not be able to obtain replacement financing required to purchase replacement securities and, consequently, the Funds’ income generating potential may decrease. Even if a Fund is able to obtain replacement financing, it might not be able to purchase replacement securities at favorable prices.

The Funds will receive a fee in connection with the Hypothecated Securities (“Rehypothecation Fees”) in addition to any principal, interest, dividends and other distributions paid on the Hypothecated Securities.

As of the end of the reporting period, JPC, JPI and JPS each had Hypothecated Securities as follows:

 

     JPC        JPI        JPS  

Hypothecated Securities

  $ 307,931,325        $ 185,093,212        $ 623,244,232  

JPC, JPI and JPS earn Rehypothecation Fees, which are recognized as “Other income” on the Statement of Operations. During the current fiscal period, the Rehypothecation Fees earned by each Fund were as follows:

 

     JPC        JPI        JPS  

Rehypothecation Fees

  $ 252,672        $ 97,033        $ 320,087  

Reverse Repurchase Agreements

During the current fiscal period, JPC, JPI and JPS used reverse repurchase agreements as a means of leverage.

In a reverse repurchase agreement, the Funds sell to the counterparty a security that it holds with a contemporaneous agreement to repurchase the same security at an agreed-upon price and date, with the Funds retaining the risk of loss that is associated with that security. The Funds will pledge assets determined to be liquid by the Adviser to cover its obligations under reverse repurchase agreements. Securities sold under reverse repurchase agreements are recorded as a liability and recognized as “Reverse repurchase agreements” on the Statement of Assets and Liabilities.

Payments made on reverse repurchase agreements are recognized as a component of “Interest expense” on the Statement of Operations.

As of the end of the reporting period, the Funds’ outstanding balances on its reverse repurchase agreements were as follows:

 

Fund   Counterparty    Rate    Principal
Amount
       Maturity*        Value        Value and
Accrued Interest
 
JPC  

BNP Paribas

   1-Month LIBOR plus 0.70%    $ (100,000,000        N/A        $ (100,000,000      $ 100,063,830  
JPI  

BNP Paribas

   1-Month LIBOR plus 0.70%      (45,000,000        N/A          (45,000,000        45,033,412  
JPS  

BNP Paribas

   1-Month LIBOR plus 0.70%      (248,000,000        N/A          (248,000,000        248,184,138  
*

The Fund may repurchase the reverse repurchase agreement prior to the maturity date and/or counterparty may accelerate maturity upon pre-specified advance notice.

During the current fiscal period, the average daily balance outstanding and weighted average interest rate on the Funds’ reverse repurchase agreements were as follows:

 

        JPC      JPI      JPS  

Average daily balance outstanding

     $ 113,554,645      $ 51,841,530      $ 251,754,098  

Weighted average interest rate

       1.96      1.96      1.96

 

82


 

The following table presents the reverse repurchase agreements subject to netting agreements and the collateral delivered related to those reverse repurchase agreements.

 

Fund    Counterparty       

Reverse Repurchase

Agreements**

      

Collateral

Pledged to
counterparty***

      

Net

Exposure

 
JPC      BNP Paribas        $ (100,063,830      $ 100,063,830        $  
JPI      BNP Paribas          (45,033,412        45,033,412           
JPS      BNP Paribas          (248,184,138        248,184,138           
**

Represents gross value and accrued interest for the counterparty as reported in the preceding table.

***

As of the end of the reporting period, the value of the collateral pledged to the counterparty exceeded the value of the reverse repurchase agreements.

9. Inter-Fund Lending

Inter-Fund Borrowing and Lending

The Securities and Exchange Commission (“SEC”) has granted an exemptive order permitting registered open-end and closed-end Nuveen funds to participate in an inter-fund lending facility whereby the Nuveen funds may directly lend to and borrow money from each other for temporary purposes (e.g., to satisfy redemption requests or when a sale of securities “fails,” resulting in an unanticipated cash shortfall) (the “Inter-Fund Program”). The closed-end Nuveen funds, including the Funds covered by this shareholder report, will participate only as lenders, and not as borrowers, in the Inter-Fund Program because such closed-end funds rarely, if ever, need to borrow cash to meet redemptions. The Inter-Fund Program is subject to a number of conditions, including, among other things, the requirements that (1) no fund may borrow or lend money through the Inter-Fund Program unless it receives a more favorable interest rate than is typically available from a bank or other financial institution for a comparable transaction; (2) no fund may borrow on an unsecured basis through the Inter-Fund Program unless the fund’s outstanding borrowings from all sources immediately after the inter-fund borrowing total 10% or less of its total assets; provided that if the borrowing fund has a secured borrowing outstanding from any other lender, including but not limited to another fund, the inter-fund loan must be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value; (3) if a fund’s total outstanding borrowings immediately after an inter-fund borrowing would be greater than 10% of its total assets, the fund may borrow through the inter-fund loan on a secured basis only; (4) no fund may lend money if the loan would cause its aggregate outstanding loans through the Inter-Fund Program to exceed 15% of its net assets at the time of the loan; (5) a fund’s inter-fund loans to any one fund shall not exceed 5% of the lending fund’s net assets; (6) the duration of inter-fund loans will be limited to the time required to receive payment for securities sold, but in no event more than seven days; and (7) each inter-fund loan may be called on one business day’s notice by a lending fund and may be repaid on any day by a borrowing fund. In addition, a Nuveen fund may participate in the Inter-Fund Program only if and to the extent that such participation is consistent with the fund’s investment objective and investment policies. The Board is responsible for overseeing the Inter-Fund Program.

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

During the current reporting period, none of the Funds have entered into any inter-fund loan activity.

10. Subsequent Events

Borrowings

By September 2020, JPC increased the outstanding balance on its Borrowings to $412,700,000.

By September 2020, JPI increased the outstanding balance on its Borrowings to $211,700,000.

By September 2020, JPS increased the outstanding balance on its Borrowings to $793,300,000.

Reverse Repurchase Agreements

By August 2020, JPC increased the outstanding balance on its reverse repurchase agreement to $121,000,000.

By August 2020, JPI increased the outstanding balance on its reverse repurchase agreement to $52,000,000.

By September 2020, JPS increased the outstanding balance on its reverse repurchase agreement to $275,000,000.

 

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Shareholder Update (Unaudited)

 

CURRENT INVESTMENT OBJECTIVE(S), PRINCIPAL INVESTMENT POLICIES

AND PRINCIPAL RISKS OF THE FUNDS

NUVEEN PREFERRED & INCOME OPPORTUNITIES FUND (JPC)

Investment Objectives

The Fund has a primary investment objective to provide high current income. The secondary investment objective is total return.

Investment Policies

The Fund invests primarily in preferred securities and other income producing securities, including hybrid securities such as contingent capital securities. The Fund may also invest in other securities, primarily income-oriented securities such as corporate and taxable municipal debt and common equity.

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

Under normal circumstances:

 

   

The Fund will invest at least 80% of its Assets in preferred securities and other income producing securities, including hybrid securities such as contingent capital securities and up to 20% in other securities, primarily income-oriented securities such as corporate and taxable municipal debt and common equity.

 

   

The Fund will invest at least 50% of its Managed Assets in securities rated investment grade (BBB/Baa and above) at the time of investment. Investment grade quality securities are those securities that, at the time of investment, are (i) rated by at least one nationally recognized statistical rating organization (“NRSRO”) within the four highest grades (Baa or BBB or better by Moody’s Investors Service, Inc. (“Moody’s”), Standard & Poor’s Corporation, a division of The McGraw-Hill Companies (“S&P”), or Fitch Ratings (“Fitch”)), or are unrated but judged to be of comparable quality.

 

   

The Fund will invest more than 25% of its Managed Assets in the securities of companies principally engaged in financial services.

 

   

The Fund is not limited in the amount of its investments in non-U.S. issuers. The Fund may invest up to 10% of its Managed Assets in non-U.S. dollar-denominated securities. The Fund may invest up to 5% of the portion of its portfolio managed by Nuveen Asset Management in preferred securities issued by companies located in emerging market countries.

For purposes of the investment policies provided above such policies only apply at the time of purchase and will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of an acquisition of securities.

The Board of Trustees of the Fund may change a policy without a shareholder vote. However, with respect to the Fund’s policy of investing at least 80% of its Assets in preferred securities and other income producing securities, such policy may not be changed without 60 days’ prior written notice.

The Fund may use derivative instruments to seek to hedge some of the risk of the Fund’s investments or its leverage, to enhance return, to serve as a substitute for a position in an underlying asset, to reduce transaction costs, to manage the Fund’s effective interest rate exposure, to maintain full market exposure, to manage cash flows or to preserve capital. Such instruments may include financial futures contracts, swap contracts (including interest rate and credit default swaps), options on equity securities, options on financial futures or other derivative instruments.

The Fund uses leverage to pursue its investment objective. The Fund may use leverage to the extent permitted by the 1940 Act. The Fund may source leverage through a number of methods including through borrowings, issuing preferred shares of beneficial, the issuance of debt securities and entering into reverse repurchase agreements (effectively a borrowing). In addition, the Fund may use derivatives that may have the economic effect of leverage. The amount and sources of leverage will vary depending on market conditions.

During temporary defensive periods, the Fund may deviate from its investment policies and objective. During such periods, the Fund may invest up to 100% of its assets in high quality, short-term securities, and in short-, intermediate-, or long-term U.S. Treasury securities. There can be no assurance that such techniques will be successful. Accordingly, during such periods, the Fund may not achieve its investment objective.

 

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Principal Risks

The Fund is a diversified, closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objective.

Investing in the Fund involves a number of risks, including those described below:

Portfolio Level Risks:

Below Investment Grade Risk. Debt instruments of below investment grade quality are regarded as having predominately speculative characteristics with respect to the issuer’s capacity to pay interest, dividends and repay principal, and are commonly referred to as junk bonds or high yield debt, which implies higher price volatility and default risk than investment grade instruments of comparable terms and duration. Issuers of lower grade instruments may be highly leveraged and may not have available to them more traditional methods of financing. The prices of these lower grade instruments are typically more sensitive to negative developments, such as a decline in the issuer’s revenues or a general economic downturn, than are the prices of higher grade instruments. If a below investment grade security goes into default, or its issuer enters bankruptcy, it might be difficult to sell that security in a timely manner at a reasonable price.

Call Risk. During periods of declining interest rates or for other purposes, issuers may exercise their option to prepay principal earlier than scheduled, forcing the Fund to reinvest in lower yielding instruments. This is known as prepayment or “call” risk. The Fund may invest in securities that are subject to call risk. Debt and preferred instruments may be redeemed at the option of the issuer, or “called,” before their stated maturity or redemption date. In general, an issuer will call its debt or preferred instruments if they can be refinanced by issuing new instruments which bear a lower interest or dividend rate. The Fund is subject to the possibility that during periods of falling interest rates, an issuer will call its high yielding debt or preferred instruments. The Fund would then be forced to invest the unanticipated proceeds at lower interest or dividend rates, resulting in a decline in the Fund’s income.

Contingent Capital Security Risk. Contingent Capital Securities (sometimes referred to as “CoCos”) have loss absorption mechanisms benefitting the issuer built into their terms. Upon the occurrence of a specified trigger or event, CoCos may be subject to automatic conversion into the issuer’s common stock, which likely will have declined in value and which will be subordinate to the issuer’s other classes of securities, or to an automatic write-down of the principal amount of the securities, potentially to zero, which could result in the Fund losing a portion or all of its investment in such securities. CoCos are often rated below investment grade and are subject to the risks of high yield securities.

Convertible Security Risk. Convertible securities are subject to certain risks of both equity and debt securities. The value of convertible securities may decline in response to such factors as rising interest rates and fluctuations in the market price of the common stock underlying the convertible securities.

Counterparty Risk. Certain derivative instruments subject the Fund to the risk that the counterparty could default on its obligations under the agreement, either through the counterparty’s bankruptcy or failure to perform its obligations. In the event of default, the Fund could experience lengthy delays in recovering some or all of its assets or no recovery at all. The Fund’s investments in the futures markets also introduce the risk that its futures commission merchant (“FCM”) would default on an obligation set forth in an agreement between the Fund and the FCM, including the FCM’s obligation to return margin posted in connection with the Fund’s futures contracts. The failure or bankruptcy of the Fund’s FCM could result in a substantial loss of Fund assets. The payment obligation for a cleared, over-the-counter derivative transaction is guaranteed by a central counterparty, which exposes the Fund to the creditworthiness of the central counterparty.

Credit Risk. Debt or preferred securities held by the Fund may fail to make dividend or interest payments when due. Investments in securities below investment grade credit quality are predominantly speculative and subject to greater volatility and risk of default. Unrated securities are evaluated by Fund managers using industry data and their own analysis processes that may be similar to that of a nationally recognized rating agency; however, such internal ratings are not equivalent to a national agency credit rating. Counterparty credit risk may arise if counterparties fail to meet their obligations, should the Fund hold any derivative instruments for either investment exposure or hedging purposes.

Currency Risk. The prices of any non-U.S. securities held by the Fund that are traded in U.S. dollars are typically indirectly influenced by currency fluctuations. Changes in currency exchange rates may affect the Fund’s net asset value, interest earned, and gains or losses realized on the sale of securities. Changes in currency exchange rates will also affect the value of non-U.S. dollar denominated securities, the value of dividends and interest earned from such securities, gains and losses realized on the sale of such securities, and derivative transactions tied to such securities. A strong U.S. dollar relative to these other currencies will adversely affect the value of the Fund’s portfolio.

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

 

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Shareholder Update (continued)

(Unaudited)

 

Derivatives Risk. The use of derivatives involves additional risks and transaction costs which could leave the Fund in a worse position than if it had not used these instruments. Derivative instruments can be used to acquire or to transfer the risk and returns of a security or other asset without buying or selling the security or asset. These instruments may entail investment exposures that are greater than their cost would suggest. As a result, a small investment in derivatives can result in losses that greatly exceed the original investment. Derivatives can be highly volatile, illiquid and difficult to value. An over-the-counter derivative transaction between the Fund and a counterparty that is not cleared through a central counterparty also involves the risk that a loss may be sustained as a result of the failure of the counterparty to the contract to make required payments. The payment obligation for a cleared derivative transaction is guaranteed by a central counterparty, which exposes the Fund to the creditworthiness of the central counterparty.

It is possible that developments in the derivatives market, including changes in government regulation, could adversely impact the Fund’s ability to invest in certain derivatives.

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

Financial Services Sector Risk. The Fund’s policy to concentrate in financial services companies makes the Fund more susceptible to adverse economic or regulatory occurrences affecting the financial services sector. Financial services companies are particularly sensitive to the adverse effects of economic recession; changes in government regulation; the availability of capital; volatile interest rates; and the health of the commercial and residential real estate markets.

Foreign Security Risk and Risks of Emerging Markets. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. For certain foreign countries, political or social instability, or diplomatic developments could adversely affect the securities. There is also the risk of loss due to governmental actions such as a change in tax statutes or the modification of individual property rights. In addition, individual foreign economies may differ favorably or unfavorably from the U.S. economy.

The risks of foreign investing are particularly significant in emerging markets. Investing in emerging markets generally involves exposure to economic structures that are less diverse and mature, and to political systems that are less stable, than those of developed countries. In addition, issuers in emerging markets typically are subject to a greater degree of change in earnings and business prospects than are companies in developed markets.

Illiquid Investments Risk. The risk that illiquid investments may be difficult to sell for the value at which they are carried, if at all, or at any price within the desired time frame.

Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Common Shares and distributions can decline.

Interest Rate Risk. Interest rate risk is the risk that debt securities in the Fund’s portfolio will decline in value because of changes in market interest rates. Generally, when market interest rates rise, the market value of such securities will fall, and vice versa. As interest rates decline, issuers of debt securities may prepay principal earlier than scheduled, forcing the Fund to reinvest in lower-yielding securities and potentially reducing the Fund’s income. As interest rates increase, slower than expected principal payments may extend the average life of securities, potentially locking in a below-market interest rate and reducing the Fund’s value. In typical market interest rate environments, the prices of longer-term debt securities generally fluctuate more than prices of shorter-term debt securities as interest rates change. The Federal Reserve recently reduced the federal Funds rate several times.

Mortgage- and Asset-Backed Securities Risk. Mortgage-backed securities are secured by and payable from pools of mortgage loans. Similarly, asset-backed securities are supported by obligations such as automobile loans, home equity loans, corporate bonds, or commercial loans. These mortgages and other obligations generally can be prepaid at any time without penalty. As a result, mortgage- and asset-backed securities are subject to prepayment risk, which is the risk that falling interest rates could cause prepayments of the securities to occur more quickly than expected. This occurs because, as interest rates fall, more individuals refinance the mortgages underlying mortgage-related securities or prepay the debt obligations underlying asset-backed securities. The Fund must reinvest the prepayments at a time when interest rates are falling, reducing the income of the Fund. In addition, when interest rates fall, prices on mortgage- and asset-backed securities may not rise as much as for other types of comparable debt securities because investors may anticipate an increase in prepayments.

Mortgage- and asset-backed securities are also subject to extension risk, which is the risk that rising interest rates could cause mortgages or other obligations underlying the securities to be prepaid more slowly than expected, resulting in slower prepayments of the securities. This would, in effect, convert a short- or medium-duration mortgage- or asset-backed security into a longer-duration security, increasing its sensitivity to interest rate changes and causing its price to decline.

 

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Other Investment Companies Risk. The Fund may invest in the securities of other investment companies, including ETFs. Investing in an investment company exposes the Fund to all of the risks of that investment company’s investments. The Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies’ expenses, including advisory fees. These expenses are in addition to the direct expenses of the Fund’s own operations. As a result, the cost of investing in investment company shares may exceed the costs of investing directly in its underlying investments. In addition, securities of other investment companies may be leveraged. As a result, the Fund may be indirectly exposed to leverage through an investment in such securities and therefore magnify the Fund’s leverage risk. Utilization of leverage is a speculative investment technique and involves certain risks. With respect to ETF’s, an ETF that is based on a specific index may not be able to replicate and maintain exactly the composition and relative weighting of securities in the index. The value of an ETF based on a specific index is subject to change as the values of its respective component assets fluctuate according to market volatility. ETFs typically rely on a limited pool of authorized participants to create and redeem shares, and an active trading market for ETF shares may not develop or be maintained. The market value of shares of ETFs and closed-end funds may differ from their NAV.

Preferred Security Risk. Preferred securities generally are subordinated to bonds and other debt instruments in a company’s capital structure and therefore will be subject to greater credit risk than those debt instruments. In addition, preferred securities are subject to other risks, such as having no or limited voting rights, being subject to special redemption rights, having distributions deferred or skipped, having floating interest rates or dividends, which may result in a decline in value in a falling interest rate environment, having fixed interest rates or dividends, which may result in a decline in value in a rising interest rate environment, having limited liquidity, changing or unfavorable tax treatments and possibly being issued by companies in heavily regulated industries.

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

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

Risks of When-Issued Purchases. The Fund may purchase securities on a when-issued or forward-commitment basis. Delivery and payment for securities that have been purchased in this manner can take place a month or more after the transaction date. Such securities do not earn interest, are subject to market fluctuation, and may increase or decrease in value prior to their delivery. The purchase of securities on a when-issued or forward commitment basis may increase the volatility of the Fund’s net asset value if the Fund makes such purchases while remaining substantially fully invested.

U.S. Government Securities Risk. U.S. government securities are guaranteed only as to the timely payment of interest and the payment of principal when held to maturity. Accordingly, the current market values for these securities will fluctuate with changes in interest rates. Securities issued or guaranteed by U.S. government agencies and instrumentalities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S. government. No assurance can be given that the U.S. government will provide financial support to its agencies and instrumentalities if it is not obligated by law to do so.

Fund Level and Other Risks:

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

Global economic risk. National and regional economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country, region or market might adversely impact issuers in a different country, region or market. Changes in legal, political, regulatory, tax and economic conditions may cause fluctuations in markets and securities prices around the world, which could negatively impact the value of the Fund’s investments. Major economic or political disruptions, particularly in large economies like China’s, may have global negative economic and market repercussions. Additionally, events such as war, terrorism, natural and environmental disasters and the spread of infectious illnesses or other public health emergencies may adversely affect the global economy and the markets and issuers in which the Fund invests. Recent examples of such events include the outbreak of a novel coronavirus known as COVID-19 that was first detected in China in December 2019 and heightened concerns regarding North Korea’s nuclear weapons and long-range ballistic missile programs. These events could reduce consumer demand or economic output,

 

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Shareholder Update (continued)

(Unaudited)

 

result in market closure, travel restrictions or quarantines, and generally have a significant impact on the economy. These events could also impair the information technology and other operational systems upon which the Fund’s service providers, including the investment adviser and sub-adviser, rely, and could otherwise disrupt the ability of employees of the Fund’s service providers to perform essential tasks on behalf of the Fund. Governmental and quasi-governmental authorities and regulators throughout the world have in the past responded to major economic disruptions with a variety of significant fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs and dramatically lower interest rates. An unexpected or quick reversal of these policies, or the ineffectiveness of these policies, could increase volatility in securities markets, which could adversely affect the Fund’s investments.

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

Leverage Risk. The Fund’s use of leverage may cause higher volatility for the Fund’s per share NAV, market price, and distributions. Leverage typically magnifies the total return of the Fund’s portfolio, whether that return is positive or negative. Leverage is intended to increase common share net income, but there is no assurance that the Fund’s leveraging strategy will be successful. Different forms of leverage, including swaps, may introduce additional credit or interest rate risk. Leverage may also increase a Fund’s liquidity risk, as the Fund may need to sell securities at inopportune times to stay within Fund or regulatory limits.

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

Tax Risk. The tax treatment of Fund distributions may be affected by future changes in tax laws and regulations or their interpretation by the Internal Revenue Service or state tax authorities.

Valuation Risk. The Fund utilizes independent pricing services approved by the Board of Trustees to value portfolio instruments at their market value. If the pricing services are unable to provide a market value or if a significant event occurs such that the valuation(s) provided are deemed unreliable, the Fund may value portfolio instrument(s) at their fair value, which is generally the amount an owner might reasonably expect to receive upon a current sale. Valuation risks associated with investing in below investment grade debt instruments including, but not limited to: a limited number of market participants, a lack of publicly-available information, resale restrictions, settlement delays, corporate actions and adverse market conditions may make it difficult to value or sell such instruments. Because non-U.S. instruments may trade on days when common shares are not priced or traded, NAV can change at times when common shares cannot be sold.

 

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NUVEEN PREFERRED AND INCOME TERM FUND (JPI)

Investment Objective

The Fund has an investment objective to provide a high level of current income and total return.

Investment Policies

The Fund will generally invest in preferred securities and other income producing securities issued by U.S. and non-U.S. companies, including debt securities, hybrid securities and convertible securities.

Preferred securities generally pay fixed or adjustable rate distributions to investors and have preference over common stock in the payment of distributions and the liquidation of a company’s assets, but are junior to most forms of such company’s debt, including both senior and subordinated debt.

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

Under normal circumstances:

 

   

The Fund invests at least 80% of its Assets in preferred and other income producing securities.

 

   

The Fund may invest up to 20% of its Managed Assets in securities issued by federal, state and local governments and U.S. government agencies.

 

   

The Fund invests at least 50% of its Managed Assets in securities rated investment grade (BBB-/Baa3 or higher) at the time of purchase. A security is considered to have the highest rating assigned to it by a rating agency or, in the case of an unrated security, to have the same rating as rated securities judged by Nuveen Asset Management to be of comparable quality.

 

   

The Fund may invest up to 10% of its Managed Assets in securities rated below B-/B3 at the time of purchase.

 

   

The Fund may invest up to 10% of its Managed Assets in securities of issuers in emerging market countries.

 

   

100% of its Managed Assets in U.S. dollar denominated securities.

For purposes of the investment policies provided above such policies only apply at the time of purchase and will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of an acquisition of securities.

The Board of Trustees of the Fund may change a policy without a shareholder vote. However, with respect to the Fund’s policy of investing at least 80% of its Assets in preferred and other income producing securities, such policy may not be changed without 60 days’ prior written notice.

The Fund also may invest in certain derivative instruments in pursuit of its investment objective. Such instruments may include financial futures contracts, swap contracts (including interest rate and credit default swaps), options on financial futures, options on swap contracts, or other derivative instruments. The Fund may use derivative instruments to, among other things, seek to enhance return, to hedge some of the risk of the Fund’s investments or as a substitute for a position in the underlying asset.

The Fund uses leverage to pursue its investment objective. The Fund’s use of leverage will not exceed 38% of Managed Assets. The Fund may source leverage through a number of methods including through borrowings, issuing preferred shares of beneficial and the issuance of debt securities. In addition, the Fund may use derivatives that may have the economic effect of leverage. The amount and sources of leverage will vary depending on market conditions.

During temporary defensive periods, the Fund may deviate from its investment policies and objective. During such periods, the Fund may invest up to 100% of its assets in high quality, short-term securities, and in short-, intermediate-, or long-term U.S. Treasury securities. There can be no assurance that such techniques will be successful. Accordingly, during such periods, the Fund may not achieve its investment objective.

On or before August 31, 2024 (the “Termination Date”), the Fund intends to cease its investment operations, liquidate its portfolio, retire or redeem leverage facilities and distribute substantially all of its net assets to shareholders of record as of the date of termination. The Fund’s Termination Date may be extended for one period of up to 12 months by a vote of the Board of Trustees, if the Fund’s Board of Trustees determines it is in the best interest of the shareholders to do so. The Fund’s term may not be extended further than one period without a shareholder vote. The amount distributed to common shareholders at the termination of the Fund will be based on the Fund’s net asset value at that time. Depending upon a variety of factors, including the

 

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performance of the Fund’s portfolio over the life of the Fund, the amount distributed to common shareholders at the termination of the Fund may be less, and potentially significantly less, than their original investment. As the Fund approaches the Termination Date, its monthly distributions are likely to decline.

Principal Risks

The Fund is a diversified, closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objective.

Investing in the Fund involves a number of risks, including those described below:

Portfolio Level Risks:

Below Investment Grade Risk. Debt instruments of below investment grade quality are regarded as having predominately speculative characteristics with respect to the issuer’s capacity to pay interest, dividends and repay principal, and are commonly referred to as junk bonds or high yield debt, which implies higher price volatility and default risk than investment grade instruments of comparable terms and duration. Issuers of lower grade instruments may be highly leveraged and may not have available to them more traditional methods of financing. The prices of these lower grade instruments are typically more sensitive to negative developments, such as a decline in the issuer’s revenues or a general economic downturn, than are the prices of higher grade instruments. If a below investment grade security goes into default, or its issuer enters bankruptcy, it might be difficult to sell that security in a timely manner at a reasonable price.

Call Risk. During periods of declining interest rates or for other purposes, issuers may exercise their option to prepay principal earlier than scheduled, forcing the Fund to reinvest in lower yielding instruments. This is known as prepayment or “call” risk. The Fund may invest in securities that are subject to call risk. Debt and preferred instruments may be redeemed at the option of the issuer, or “called,” before their stated maturity or redemption date. In general, an issuer will call its debt or preferred instruments if they can be refinanced by issuing new instruments which bear a lower interest or dividend rate. The Fund is subject to the possibility that during periods of falling interest rates, an issuer will call its high yielding debt or preferred instruments. The Fund would then be forced to invest the unanticipated proceeds at lower interest or dividend rates, resulting in a decline in the Fund’s income.

Contingent Capital Security Risk. Contingent Capital Securities (sometimes referred to as “CoCos”) have loss absorption mechanisms benefitting the issuer built into their terms. Upon the occurrence of a specified trigger or event, CoCos may be subject to automatic conversion into the issuer’s common stock, which likely will have declined in value and which will be subordinate to the issuer’s other classes of securities, or to an automatic write-down of the principal amount of the securities, potentially to zero, which could result in the Fund losing a portion or all of its investment in such securities. CoCos are often rated below investment grade and are subject to the risks of high yield securities.

Convertible Security Risk. Convertible securities are subject to certain risks of both equity and debt securities. The value of convertible securities may decline in response to such factors as rising interest rates and fluctuations in the market price of the common stock underlying the convertible securities.

Counterparty Risk. Certain derivative instruments subject the Fund to the risk that the counterparty could default on its obligations under the agreement, either through the counterparty’s bankruptcy or failure to perform its obligations. In the event of default, the Fund could experience lengthy delays in recovering some or all of its assets or no recovery at all. The Fund’s investments in the futures markets also introduce the risk that its futures commission merchant (“FCM”) would default on an obligation set forth in an agreement between the Fund and the FCM, including the FCM’s obligation to return margin posted in connection with the Fund’s futures contracts. The failure or bankruptcy of the Fund’s FCM could result in a substantial loss of Fund assets. The payment obligation for a cleared, over-the-counter derivative transaction is guaranteed by a central counterparty, which exposes the Fund to the creditworthiness of the central counterparty.

Credit Risk. Debt or preferred securities held by the Fund may fail to make dividend or interest payments when due. Investments in securities below investment grade credit quality are predominantly speculative and subject to greater volatility and risk of default. Unrated securities are evaluated by Fund managers using industry data and their own analysis processes that may be similar to that of a nationally recognized rating agency; however, such internal ratings are not equivalent to a national agency credit rating. Counterparty credit risk may arise if counterparties fail to meet their obligations, should the Fund hold any derivative instruments for either investment exposure or hedging purposes.

Currency Risk. The prices of any non-U.S. securities held by the Fund that are traded in U.S. dollars are typically indirectly influenced by currency fluctuations. Changes in currency exchange rates may affect the Fund’s net asset value, interest earned, and gains or losses realized on the sale of securities.

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

 

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Derivatives Risk. The use of derivatives involves additional risks and transaction costs which could leave the Fund in a worse position than if it had not used these instruments. Derivative instruments can be used to acquire or to transfer the risk and returns of a security or other asset without buying or selling the security or asset. These instruments may entail investment exposures that are greater than their cost would suggest. As a result, a small investment in derivatives can result in losses that greatly exceed the original investment. Derivatives can be highly volatile, illiquid and difficult to value. An over-the-counter derivative transaction between the Fund and a counterparty that is not cleared through a central counterparty also involves the risk that a loss may be sustained as a result of the failure of the counterparty to the contract to make required payments. The payment obligation for a cleared derivative transaction is guaranteed by a central counterparty, which exposes the Fund to the creditworthiness of the central counterparty.

It is possible that developments in the derivatives market, including changes in government regulation, could adversely impact the Fund’s ability to invest in certain derivatives.

Equity Security Risk. Equity securities in the Fund’s portfolio may decline significantly in price over short or extended periods of time, and such declines may occur because of declines in the equity market as a whole, or because of declines in only a particular country, company, industry, or sector of the market. Given the Fund’s focus on dividend-paying securities, the Fund may, from time to time, have a greater exposure to higher dividend-yield sectors and industries than the broad equity market which would make the Fund more vulnerable to adverse developments affecting such sectors or industries.

Financial Services Sector Risk. The Fund’s policy to concentrate in financial services companies makes the Fund more susceptible to adverse economic or regulatory occurrences affecting the financial services sector. Financial services companies are particularly sensitive to the adverse effects of economic recession; changes in government regulation; the availability of capital; volatile interest rates; and the health of the commercial and residential real estate markets.

Foreign Security Risk and Risks of Emerging Markets. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. For certain foreign countries, political or social instability, or diplomatic developments could adversely affect the securities. There is also the risk of loss due to governmental actions such as a change in tax statutes or the modification of individual property rights. In addition, individual foreign economies may differ favorably or unfavorably from the U.S. economy.

The risks of foreign investing are particularly significant in emerging markets. Investing in emerging markets generally involves exposure to economic structures that are less diverse and mature, and to political systems that are less stable, than those of developed countries. In addition, issuers in emerging markets typically are subject to a greater degree of change in earnings and business prospects than are companies in developed markets.

Illiquid Investments Risk. The risk that illiquid investments may be difficult to sell for the value at which they are carried, if at all, or at any price within the desired time frame.

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

Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Common Shares and distributions can decline.

Interest Rate Risk. Interest rate risk is the risk that debt securities in the Fund’s portfolio will decline in value because of changes in market interest rates. Generally, when market interest rates rise, the market value of such securities will fall, and vice versa. As interest rates decline, issuers of debt securities may prepay principal earlier than scheduled, forcing the Fund to reinvest in lower-yielding securities and potentially reducing the Fund’s income. As interest rates increase, slower than expected principal payments may extend the average life of securities, potentially locking in a below-market interest rate and reducing the Fund’s value. In typical market interest rate environments, the prices of longer-term debt securities generally fluctuate more than prices of shorter-term debt securities as interest rates change. The Federal Reserve recently reduced the federal Funds rate several times.

Inverse Floaters Risk. The use of inverse floaters by the Fund creates effective leverage. Due to the leveraged nature of these investments, they will typically be more volatile and involve greater risk than the fixed rate municipal bonds underlying the inverse floaters. An investment in certain inverse floaters will involve the risk that the Fund could lose more than its original principal investment. Distributions on inverse floaters bear an inverse relationship to short-term municipal bond interest rates. Thus, distributions paid to the Fund on its inverse floaters will be reduced or even eliminated as short-term municipal bond interest rates rise and will increase when short-term municipal bond interest rates fall. Inverse floaters generally will underperform the market for fixed rate municipal bonds in a rising interest rate environment.

Municipal Securities Risk. The values of municipal securities held by the Fund may be adversely affected by local political and economic conditions and developments. Adverse conditions in an industry significant to a local economy could have a correspondingly adverse effect on the financial condition of local issuers. The amount of public information available about municipal bonds is generally less than for certain corporate equities or bonds, meaning that the investment performance of the Fund may be more dependent on the analytical abilities of the Fund’s adviser than Funds that invest in stock or other corporate investments.

 

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Other Investment Companies Risk. The Fund may invest in the securities of other investment companies, including ETFs. Investing in an investment company exposes the Fund to all of the risks of that investment company’s investments. The Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies’ expenses, including advisory fees. These expenses are in addition to the direct expenses of the Fund’s own operations. As a result, the cost of investing in investment company shares may exceed the costs of investing directly in its underlying investments. In addition, securities of other investment companies may be leveraged. As a result, the Fund may be indirectly exposed to leverage through an investment in such securities and therefore magnify the Fund’s leverage risk. Utilization of leverage is a speculative investment technique and involves certain risks. With respect to ETF’s, an ETF that is based on a specific index may not be able to replicate and maintain exactly the composition and relative weighting of securities in the index. The value of an ETF based on a specific index is subject to change as the values of its respective component assets fluctuate according to market volatility. ETFs typically rely on a limited pool of authorized participants to create and redeem shares, and an active trading market for ETF shares may not develop or be maintained. The market value of shares of ETFs and closed-end funds may differ from their NAV.

Preferred Security Risk. Preferred securities generally are subordinated to bonds and other debt instruments in a company’s capital structure and therefore will be subject to greater credit risk than those debt instruments. In addition, preferred securities are subject to other risks, such as having no or limited voting rights, being subject to special redemption rights, having distributions deferred or skipped, having floating interest rates or dividends, which may result in a decline in value in a falling interest rate environment, having fixed interest rates or dividends, which may result in a decline in value in a rising interest rate environment, having limited liquidity, changing or unfavorable tax treatments and possibly being issued by companies in heavily regulated industries.

Risks of When-Issued Purchases. The Fund may purchase securities on a when-issued or forward-commitment basis. Delivery and payment for securities that have been purchased in this manner can take place a month or more after the transaction date. Such securities do not earn interest, are subject to market fluctuation, and may increase or decrease in value prior to their delivery. The purchase of securities on a when-issued or forward commitment basis may increase the volatility of the Fund’s net asset value if the Fund makes such purchases while remaining substantially fully invested.

U.S. Government Securities Risk. U.S. government securities are guaranteed only as to the timely payment of interest and the payment of principal when held to maturity. Accordingly, the current market values for these securities will fluctuate with changes in interest rates. Securities issued or guaranteed by U.S. government agencies and instrumentalities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S. government. No assurance can be given that the U.S. government will provide financial support to its agencies and instrumentalities if it is not obligated by law to do so.

Fund Level and Other Risks:

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

Global economic risk. National and regional economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country, region or market might adversely impact issuers in a different country, region or market. Changes in legal, political, regulatory, tax and economic conditions may cause fluctuations in markets and securities prices around the world, which could negatively impact the value of the Fund’s investments. Major economic or political disruptions, particularly in large economies like China’s, may have global negative economic and market repercussions. Additionally, events such as war, terrorism, natural and environmental disasters and the spread of infectious illnesses or other public health emergencies may adversely affect the global economy and the markets and issuers in which the Fund invests. Recent examples of such events include the outbreak of a novel coronavirus known as COVID-19 that was first detected in China in December 2019 and heightened concerns regarding North Korea’s nuclear weapons and long-range ballistic missile programs. These events could reduce consumer demand or economic output, result in market closure, travel restrictions or quarantines, and generally have a significant impact on the economy. These events could also impair the information technology and other operational systems upon which the Fund’s service providers, including the investment adviser and sub-adviser, rely, and could otherwise disrupt the ability of employees of the Fund’s service providers to perform essential tasks on behalf of the Fund. Governmental and quasi-governmental authorities and regulators throughout the world have in the past responded to major economic disruptions with a variety of significant fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs and dramatically lower interest rates. An unexpected or quick reversal of these policies, or the ineffectiveness of these policies, could increase volatility in securities markets, which could adversely affect the Fund’s investments.

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

 

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Leverage Risk. The Fund’s use of leverage may cause higher volatility for the Fund’s per share NAV, market price, and distributions. Leverage typically magnifies the total return of the Fund’s portfolio, whether that return is positive or negative. Leverage is intended to increase common share net income, but there is no assurance that the Fund’s leveraging strategy will be successful. Different forms of leverage, including swaps, may introduce additional credit or interest rate risk. Leverage may also increase a Fund’s liquidity risk, as the Fund may need to sell securities at inopportune times to stay within Fund or regulatory limits.

Limited Term Risk. It is anticipated that the Fund will terminate and liquidate its assets and return the proceeds to its shareholders on or before a specific date, although it could terminate sooner or later under certain conditions. The Fund may be required to sell portfolio securities at times when market conditions are not favorable, negatively affecting its value.

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

Tax Risk. The tax treatment of Fund distributions may be affected by future changes in tax laws and regulations or their interpretation by the Internal Revenue Service or state tax authorities.

Valuation Risk. The Fund utilizes independent pricing services approved by the Board of Trustees to value portfolio instruments at their market value. If the pricing services are unable to provide a market value or if a significant event occurs such that the valuation(s) provided are deemed unreliable, the Fund may value portfolio instrument(s) at their fair value, which is generally the amount an owner might reasonably expect to receive upon a current sale. Valuation risks associated with investing in below investment grade debt instruments including, but not limited to: a limited number of market participants, a lack of publicly-available information, resale restrictions, settlement delays, corporate actions and adverse market conditions may make it difficult to value or sell such instruments. Because non-U.S. instruments may trade on days when common shares are not priced or traded, NAV can change at times when common shares cannot be sold.

 

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NUVEEN PREFERRED & INCOME SECURITIES FUND (JPS)

Investment Objectives

The Fund has a primary investment objective to high current income consistent with capital preservation. The secondary investment objective is to enhance portfolio value relative to the market for preferred securities by investing in (i) securities that the sub-adviser believes are underrated or undervalued or (ii) sectors that the sub-adviser believes are undervalued.

Investment Policies

The Fund invests primarily in preferred securities and other income producing securities, including hybrid securities such as contingent capital securities. The Fund may also invest in other securities, primarily income-oriented securities such as corporate and taxable municipal debt and common equity.

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

Under normal circumstances:

 

   

The Fund will invest at least 80% of its Assets in preferred securities and other income producing securities, including hybrid securities such as contingent capital securities.

 

   

The Fund will invest at least 50% of its Managed Assets in securities rated investment grade (BBB/Baa and above) or that are unrated but judged to be of comparable quality. Investment grade quality securities are those securities that, at the time of investment, are (i) rated by at least one nationally recognized statistical rating organization (“NRSRO”) within the four highest grades (Baa or BBB or better by Moody’s Investors Service, Inc. (“Moody’s”), Standard & Poor’s Corporation, a division of The McGraw-Hill Companies (“S&P”), or Fitch Ratings (“Fitch”)), or are unrated but judged to be of comparable quality.

 

   

The Fund will invest more than 25% of its Managed Assets in the securities of companies principally engaged in financial services.

 

   

The Fund may invest without limit in U.S. dollar denominated securities of foreign issuers.

For purposes of the investment policies provided above such policies only apply at the time of purchase and will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of an acquisition of securities.

The Board of Trustees of the Fund may change a policy without a shareholder vote. However, with respect to the Fund’s policy of investing at least 80% of its Assets in preferred securities and other income producing securities, such policy may not be changed without 60 days’ prior written notice.

The Fund may engage in hedging transactions from time to time. The use of derivatives for purposes of hedging the portfolio will be restricted to reducing the portfolio’s exposure to interest rates. The Fund, in implementing its hedging strategies, may enter into futures transactions with a notional principal amount that will not exceed 35% of its Managed Assets, and may invest in options on futures the purchase of which will not exceed 0.5% of its Managed Assets in any calendar quarter.    The Fund may also enter into interest rate swap transactions, including forward starting swaps, in which the entire swap is scheduled to start at a later date, and deferred swaps in which the parties do not exchange payments until a future date.

The Fund uses leverage to pursue its investment objective. The Fund may use leverage to the extent permitted by the 1940 Act. The Fund may source leverage through a number of methods including through borrowings, issuing preferred shares of beneficial, the issuance of debt securities and entering into reverse repurchase agreements (effectively a borrowing). In addition, the Fund may use derivatives that may have the economic effect of leverage. The amount and sources of leverage will vary depending on market conditions.

During temporary defensive periods, the Fund may deviate from its investment policies and objective. During such periods, the Fund may invest up to 100% of its assets in high quality, short-term securities, and in short-, intermediate-, or long-term U.S. Treasury securities. There can be no assurance that such techniques will be successful. Accordingly, during such periods, the Fund may not achieve its investment objective.

Principal Risks

The Fund is a diversified, closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objective.

 

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Investing in the Fund involves a number of risks, including those described below:

Portfolio Level Risks:

Call Risk. During periods of declining interest rates or for other purposes, issuers may exercise their option to prepay principal earlier than scheduled, forcing the Fund to reinvest in lower yielding instruments. This is known as prepayment or “call” risk. The Fund may invest in securities that are subject to call risk. Debt and preferred instruments may be redeemed at the option of the issuer, or “called,” before their stated maturity or redemption date. In general, an issuer will call its debt or preferred instruments if they can be refinanced by issuing new instruments which bear a lower interest or dividend rate. The Fund is subject to the possibility that during periods of falling interest rates, an issuer will call its high yielding debt or preferred instruments. The Fund would then be forced to invest the unanticipated proceeds at lower interest or dividend rates, resulting in a decline in the Fund’s income.

Contingent Capital Security Risk. Contingent Capital Securities (sometimes referred to as “CoCos”) have loss absorption mechanisms benefitting the issuer built into their terms. Upon the occurrence of a specified trigger or event, CoCos may be subject to automatic conversion into the issuer’s common stock, which likely will have declined in value and which will be subordinate to the issuer’s other classes of securities, or to an automatic write-down of the principal amount of the securities, potentially to zero, which could result in the Fund losing a portion or all of its investment in such securities. CoCos are often rated below investment grade and are subject to the risks of high yield securities.

Convertible Security Risk. Convertible securities are subject to certain risks of both equity and debt securities. The value of convertible securities may decline in response to such factors as rising interest rates and fluctuations in the market price of the common stock underlying the convertible securities.

Counterparty Risk. Certain derivative instruments subject the Fund to the risk that the counterparty could default on its obligations under the agreement, either through the counterparty’s bankruptcy or failure to perform its obligations. In the event of default, the Fund could experience lengthy delays in recovering some or all of its assets or no recovery at all. The Fund’s investments in the futures markets also introduce the risk that its futures commission merchant (“FCM”) would default on an obligation set forth in an agreement between the Fund and the FCM, including the FCM’s obligation to return margin posted in connection with the Fund’s futures contracts. The failure or bankruptcy of the Fund’s FCM could result in a substantial loss of Fund assets. The payment obligation for a cleared, over-the-counter derivative transaction is guaranteed by a central counterparty, which exposes the Fund to the creditworthiness of the central counterparty.

Credit Risk. Debt or preferred securities held by the Fund may fail to make dividend or interest payments when due. Investments in securities below investment grade credit quality are predominantly speculative and subject to greater volatility and risk of default. Unrated securities are evaluated by Fund managers using industry data and their own analysis processes that may be similar to that of a nationally recognized rating agency; however, such internal ratings are not equivalent to a national agency credit rating. Counterparty credit risk may arise if counterparties fail to meet their obligations, should the Fund hold any derivative instruments for either investment exposure or hedging purposes.

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

Derivatives Risk. The use of derivatives involves additional risks and transaction costs which could leave the Fund in a worse position than if it had not used these instruments. Derivative instruments can be used to acquire or to transfer the risk and returns of a security or other asset without buying or selling the security or asset. These instruments may entail investment exposures that are greater than their cost would suggest. As a result, a small investment in derivatives can result in losses that greatly exceed the original investment. Derivatives can be highly volatile, illiquid and difficult to value. An over-the-counter derivative transaction between the Fund and a counterparty that is not cleared through a central counterparty also involves the risk that a loss may be sustained as a result of the failure of the counterparty to the contract to make required payments. The payment obligation for a cleared derivative transaction is guaranteed by a central counterparty, which exposes the Fund to the creditworthiness of the central counterparty.

It is possible that developments in the derivatives market, including changes in government regulation, could adversely impact the Fund’s ability to invest in certain derivatives.

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

 

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Financial Services Sector Risk. The Fund’s policy to concentrate in financial services companies makes the Fund more susceptible to adverse economic or regulatory occurrences affecting the financial services sector. Financial services companies are particularly sensitive to the adverse effects of economic recession; changes in government regulation; the availability of capital; volatile interest rates; and the health of the commercial and residential real estate markets.

Foreign Security Risk. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. For certain foreign countries, political or social instability, or diplomatic developments could adversely affect the securities. There is also the risk of loss due to governmental actions such as a change in tax statutes or the modification of individual property rights. In addition, individual foreign economies may differ favorably or unfavorably from the U.S. economy.

Illiquid Investments Risk. The risk that illiquid investments may be difficult to sell for the value at which they are carried, if at all, or at any price within the desired time frame.

Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Common Shares and distributions can decline.

Interest Rate Risk. Interest rate risk is the risk that debt securities in the Fund’s portfolio will decline in value because of changes in market interest rates. Generally, when market interest rates rise, the market value of such securities will fall, and vice versa. As interest rates decline, issuers of debt securities may prepay principal earlier than scheduled, forcing the Fund to reinvest in lower-yielding securities and potentially reducing the Fund’s income. As interest rates increase, slower than expected principal payments may extend the average life of securities, potentially locking in a below-market interest rate and reducing the Fund’s value. In typical market interest rate environments, the prices of longer-term debt securities generally fluctuate more than prices of shorter-term debt securities as interest rates change. The Federal Reserve recently reduced the federal Funds rate several times.

Other Investment Companies Risk. The Fund may invest in the securities of other investment companies, including ETFs. Investing in an investment company exposes the Fund to all of the risks of that investment company’s investments. The Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies’ expenses, including advisory fees. These expenses are in addition to the direct expenses of the Fund’s own operations. As a result, the cost of investing in investment company shares may exceed the costs of investing directly in its underlying investments. In addition, securities of other investment companies may be leveraged. As a result, the Fund may be indirectly exposed to leverage through an investment in such securities and therefore magnify the Fund’s leverage risk. Utilization of leverage is a speculative investment technique and involves certain risks. With respect to ETF’s, an ETF that is based on a specific index may not be able to replicate and maintain exactly the composition and relative weighting of securities in the index. The value of an ETF based on a specific index is subject to change as the values of its respective component assets fluctuate according to market volatility. ETFs typically rely on a limited pool of authorized participants to create and redeem shares, and an active trading market for ETF shares may not develop or be maintained. The market value of shares of ETFs and closed-end funds may differ from their NAV.

Preferred Security Risk. Preferred securities generally are subordinated to bonds and other debt instruments in a company’s capital structure and therefore will be subject to greater credit risk than those debt instruments. In addition, preferred securities are subject to other risks, such as having no or limited voting rights, being subject to special redemption rights, having distributions deferred or skipped, having floating interest rates or dividends, which may result in a decline in value in a falling interest rate environment, having fixed interest rates or dividends, which may result in a decline in value in a rising interest rate environment, having limited liquidity, changing or unfavorable tax treatments and possibly being issued by companies in heavily regulated industries.

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

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

U.S. Government Securities Risk. U.S. government securities are guaranteed only as to the timely payment of interest and the payment of principal when held to maturity. Accordingly, the current market values for these securities will fluctuate with changes in interest rates. Securities issued or guaranteed by U.S. government agencies and instrumentalities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S. government. No assurance can be given that the U.S. government will provide financial support to its agencies and instrumentalities if it is not obligated by law to do so.

 

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Fund Level and Other Risks:

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

Global economic risk. National and regional economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country, region or market might adversely impact issuers in a different country, region or market. Changes in legal, political, regulatory, tax and economic conditions may cause fluctuations in markets and securities prices around the world, which could negatively impact the value of the Fund’s investments. Major economic or political disruptions, particularly in large economies like China’s, may have global negative economic and market repercussions. Additionally, events such as war, terrorism, natural and environmental disasters and the spread of infectious illnesses or other public health emergencies may adversely affect the global economy and the markets and issuers in which the Fund invests. Recent examples of such events include the outbreak of a novel coronavirus known as COVID-19 that was first detected in China in December 2019 and heightened concerns regarding North Korea’s nuclear weapons and long-range ballistic missile programs. These events could reduce consumer demand or economic output, result in market closure, travel restrictions or quarantines, and generally have a significant impact on the economy. These events could also impair the information technology and other operational systems upon which the Fund’s service providers, including the investment adviser and sub-adviser, rely, and could otherwise disrupt the ability of employees of the Fund’s service providers to perform essential tasks on behalf of the Fund. Governmental and quasi-governmental authorities and regulators throughout the world have in the past responded to major economic disruptions with a variety of significant fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs and dramatically lower interest rates. An unexpected or quick reversal of these policies, or the ineffectiveness of these policies, could increase volatility in securities markets, which could adversely affect the Fund’s investments.

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

Leverage Risk. The Fund’s use of leverage may cause higher volatility for the Fund’s per share NAV, market price, and distributions. Leverage typically magnifies the total return of the Fund’s portfolio, whether that return is positive or negative. Leverage is intended to increase common share net income, but there is no assurance that the Fund’s leveraging strategy will be successful. Different forms of leverage, including swaps, may introduce additional credit or interest rate risk. Leverage may also increase a Fund’s liquidity risk, as the Fund may need to sell securities at inopportune times to stay within Fund or regulatory limits.

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

Tax Risk. The tax treatment of Fund distributions may be affected by future changes in tax laws and regulations or their interpretation by the Internal Revenue Service or state tax authorities.

Valuation Risk. The Fund utilizes independent pricing services approved by the Board of Trustees to value portfolio instruments at their market value. If the pricing services are unable to provide a market value or if a significant event occurs such that the valuation(s) provided are deemed unreliable, the Fund may value portfolio instrument(s) at their fair value, which is generally the amount an owner might reasonably expect to receive upon a current sale. Valuation risks associated with investing in below investment grade debt instruments including, but not limited to: a limited number of market

participants, a lack of publicly-available information, resale restrictions, settlement delays, corporate actions and adverse market conditions may make it difficult to value or sell such instruments. Because non-U.S. instruments may trade on days when common shares are not priced or traded, NAV can change at times when common shares cannot be sold.

 

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Shareholder Update (continued)

(Unaudited)

 

NUVEEN PREFERRED AND INCOME 2022 TERM FUND (JPT)

Investment Objective

The Fund has an investment objective to provide a high level of current income and total return.

Investment Policies

The Fund will generally invest in preferred securities and other income producing securities issued by U.S. and non-U.S. companies. Preferred securities generally have preference over common stock in the payment of distributions to investors and upon the company’s liquidation, but are junior to most forms of the company’s debt, including both senior and subordinated debt. Preferred securities encompass a wide range of instrument types and positions in the issuer’s capital structure, including but not limited to, traditional preferred securities, capital securities, “hybrid” securities, so-called “baby bonds,” and convertible preferred securities. “Other income producing securities” include corporate debt (whether senior or subordinated, and whether or not convertible into the issuer’s common stock), government debt, senior loans, and dividend-paying common stocks.

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

Under normal circumstances:

 

   

The Fund invests at least 80% of its Assets in preferred and other income producing securities.

 

   

The Fund’s levered effective duration may vary over time based on market conditions, but as a matter of policy the Fund’s levered effective duration will not exceed six years. Levered effective duration” takes into account the effects of leverage and optional call provisions of the securities in the Fund’s portfolio.

 

   

The Fund may invest without limit in below investment grade securities (BB+/Ba1 or lower); however, the Fund may invest no more than 10% of its Managed Assets in securities rated below B-/B3 at the time of purchase, which may include distressed securities. A security is considered to have the highest rating assigned to it by a rating agency or, in the case of an unrated security, to have the same rating as rated securities judged by Nuveen Asset Management to be of comparable quality.

 

   

The Fund will not invest in defaulted securities or in the securities of an issuer that is in bankruptcy or insolvency proceedings, however the Fund may hold investments that at the time of purchase are not in default or involved in bankruptcy or insolvency proceedings, but may later become so, and the Fund is under no obligation to sell or dispose of such securities should their solvency change.

 

   

The Fund may invest up to 40% of its Managed Assets in securities issued by companies located anywhere in the world outside of the U.S.; however, the Fund may invest no more than 10% of its Managed Assets in securities of issuers in emerging market countries.

 

   

The Fund will only invest in U.S. dollar denominated securities.

 

   

The Fund will not invest, either directly or indirectly through derivatives, in contingent capital securities.

For purposes of the investment policies provided above such policies only apply at the time of purchase and will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of an acquisition of securities.

The Board of Trustees of the Fund may change a policy without a shareholder vote. However, with respect to the Fund’s policy of investing at least 80% of its Assets in preferred and other income producing securities, such policy may not be changed without 60 days’ prior written notice.

The Fund also may invest in certain derivative instruments in pursuit of its investment objective. Such instruments may include financial futures contracts, swap contracts (including interest rate and credit default swaps), options on financial futures, options on swap contracts, or other derivative instruments. The Fund may use derivative instruments to hedge some of the risk of the Fund’s investments or as a temporary substitute for a position in the underlying asset. For example, the Fund may use derivatives to help manage the portfolio’s levered effective duration over time.

The Fund uses leverage to pursue its investment objective. The Fund may use leverage to the extent permitted by the 1940 Act. The Fund may source leverage through a number of methods including through borrowings, issuing preferred shares of beneficial and the issuance of debt securities. In addition, the Fund may use derivatives that may have the economic effect of leverage. The amount and sources of leverage will vary depending on market conditions.

 

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During temporary defensive periods, the Fund may deviate from its investment policies and objective. During such periods, the Fund may invest up to 100% of its assets in high quality, short-term securities, and in short-, intermediate-, or long-term U.S. Treasury securities. There can be no assurance that such techniques will be successful. Accordingly, during such periods, the Fund may not achieve its investment objective.

The Fund intends to cease its investment operations, liquidate its portfolio and retire or redeem its leverage and distribute substantially all of its net assets to shareholders on or before March 1, 2022, unless the term is extended for one period of up to six months by a vote of the Fund’s Board of Trustees (the “Termination Date”). The amount distributed to common shareholders at the termination of the Fund will be based on the Fund’s net asset value at that time. Depending upon a variety of factors, including the performance of the Fund’s portfolio over the life of the Fund, the amount distributed to common shareholders at the termination of the Fund may be less, and potentially significantly less, than their original investment. As the Fund approaches the Termination Date, its monthly distributions are likely to decline.

Principal Risks

The Fund is a diversified, closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objective.

Investing in the Fund involves a number of risks, including those described below:

Portfolio Level Risks:

Below Investment Grade Risk. Debt instruments of below investment grade quality are regarded as having predominately speculative characteristics with respect to the issuer’s capacity to pay interest, dividends and repay principal, and are commonly referred to as junk bonds or high yield debt, which implies higher price volatility and default risk than investment grade instruments of comparable terms and duration. Issuers of lower grade instruments may be highly leveraged and may not have available to them more traditional methods of financing. The prices of these lower grade instruments are typically more sensitive to negative developments, such as a decline in the issuer’s revenues or a general economic downturn, than are the prices of higher grade instruments. If a below investment grade security goes into default, or its issuer enters bankruptcy, it might be difficult to sell that security in a timely manner at a reasonable price.

Call Risk. During periods of declining interest rates or for other purposes, issuers may exercise their option to prepay principal earlier than scheduled, forcing the Fund to reinvest in lower yielding instruments. This is known as prepayment or “call” risk. The Fund may invest in securities that are subject to call risk. Debt and preferred instruments may be redeemed at the option of the issuer, or “called,” before their stated maturity or redemption date. In general, an issuer will call its debt or preferred instruments if they can be refinanced by issuing new instruments which bear a lower interest or dividend rate. The Fund is subject to the possibility that during periods of falling interest rates, an issuer will call its high yielding debt or preferred instruments. The Fund would then be forced to invest the unanticipated proceeds at lower interest or dividend rates, resulting in a decline in the Fund’s income.

Convertible Security Risk. Convertible securities are subject to certain risks of both equity and debt securities. The value of convertible securities may decline in response to such factors as rising interest rates and fluctuations in the market price of the common stock underlying the convertible securities.

Counterparty Risk. Certain derivative instruments subject the Fund to the risk that the counterparty could default on its obligations under the agreement, either through the counterparty’s bankruptcy or failure to perform its obligations. In the event of default, the Fund could experience lengthy delays in recovering some or all of its assets or no recovery at all. The Fund’s investments in the futures markets also introduce the risk that its futures commission merchant (“FCM”) would default on an obligation set forth in an agreement between the Fund and the FCM, including the FCM’s obligation to return margin posted in connection with the Fund’s futures contracts. The failure or bankruptcy of the Fund’s FCM could result in a substantial loss of Fund assets. The payment obligation for a cleared, over-the-counter derivative transaction is guaranteed by a central counterparty, which exposes the Fund to the creditworthiness of the central counterparty.

Credit Risk. Debt or preferred securities held by the Fund may fail to make dividend or interest payments when due. Investments in securities below investment grade credit quality are predominantly speculative and subject to greater volatility and risk of default. Unrated securities are evaluated by Fund managers using industry data and their own analysis processes that may be similar to that of a nationally recognized rating agency; however, such internal ratings are not equivalent to a national agency credit rating. Counterparty credit risk may arise if counterparties fail to meet their obligations, should the Fund hold any derivative instruments for either investment exposure or hedging purposes.

Currency Risk. The prices of any non-U.S. securities held by the Fund that are traded in U.S. dollars are typically indirectly influenced by currency fluctuations. Changes in currency exchange rates may affect the Fund’s net asset value, interest earned, and gains or losses realized on the sale of securities.

Defaulted and Distressed Securities Risk. The Fund may not invest in any securities of an issuer in default, bankruptcy or insolvency proceedings (such securities are commonly referred to as “defaulted securities”). However, the Fund may hold investments that at the time of purchase are not in default or

 

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Shareholder Update (continued)

(Unaudited)

 

involved in bankruptcy or insolvency proceedings, but may later become so. Moreover, the Fund may invest to a limited extent in securities rated B-/B3 or lower, or unrated but judged by the Fund’s sub-adviser to be of comparable quality. Some or many of these low-rated securities, although not in default, may be “distressed,” meaning that the issuer is experiencing financial difficulties or distress at the time of acquisition. Such securities would present a substantial risk of future default which may cause the Fund to incur losses, including additional expenses, to the extent it is required to seek recovery upon a default in the payment of principal or interest on those securities. In any reorganization or liquidation proceeding relating to a portfolio security, the Fund may lose its entire investment or may be required to accept cash or securities with a value less than its original investment. Defaulted or distressed securities may be subject to restrictions on resale.

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

Derivatives Risk. The use of derivatives involves additional risks and transaction costs which could leave the Fund in a worse position than if it had not used these instruments. Derivative instruments can be used to acquire or to transfer the risk and returns of a security or other asset without buying or selling the security or asset. These instruments may entail investment exposures that are greater than their cost would suggest. As a result, a small investment in derivatives can result in losses that greatly exceed the original investment. Derivatives can be highly volatile, illiquid and difficult to value. An over-the-counter derivative transaction between the Fund and a counterparty that is not cleared through a central counterparty also involves the risk that a loss may be sustained as a result of the failure of the counterparty to the contract to make required payments. The payment obligation for a cleared derivative transaction is guaranteed by a central counterparty, which exposes the Fund to the creditworthiness of the central counterparty.

It is possible that developments in the derivatives market, including changes in government regulation, could adversely impact the Fund’s ability to invest in certain derivatives.

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

Equity Security Risk. Equity securities in the Fund’s portfolio may decline significantly in price over short or extended periods of time, and such declines may occur because of declines in the equity market as a whole, or because of declines in only a particular country, company, industry, or sector of the market. Given the Fund’s focus on dividend-paying securities, the Fund may, from time to time, have a greater exposure to higher dividend-yield sectors and industries than the broad equity market which would make the Fund more vulnerable to adverse developments affecting such sectors or industries.

Financial Services Sector Risk. The Fund’s policy to concentrate in financial services companies makes the Fund more susceptible to adverse economic or regulatory occurrences affecting the financial services sector. Financial services companies are particularly sensitive to the adverse effects of economic recession; changes in government regulation; the availability of capital; volatile interest rates; and the health of the commercial and residential real estate markets.

Foreign Security Risk and Risks of Emerging Markets. Securities of foreign issuers, even when dollar-denominated and publicly traded in the United States, may involve risks not associated with the securities of domestic issuers. For certain foreign countries, political or social instability, or diplomatic developments could adversely affect the securities. There is also the risk of loss due to governmental actions such as a change in tax statutes or the modification of individual property rights. In addition, individual foreign economies may differ favorably or unfavorably from the U.S. economy.

The risks of foreign investing are particularly significant in emerging markets. Investing in emerging markets generally involves exposure to economic structures that are less diverse and mature, and to political systems that are less stable, than those of developed countries. In addition, issuers in emerging markets typically are subject to a greater degree of change in earnings and business prospects than are companies in developed markets.

Illiquid Investments Risk. The risk that illiquid investments may be difficult to sell for the value at which they are carried, if at all, or at any price within the desired time frame.

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

Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Common Shares and distributions can decline.

 

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Interest Rate Risk. Interest rate risk is the risk that debt securities in the Fund’s portfolio will decline in value because of changes in market interest rates. Generally, when market interest rates rise, the market value of such securities will fall, and vice versa. As interest rates decline, issuers of debt securities may prepay principal earlier than scheduled, forcing the Fund to reinvest in lower-yielding securities and potentially reducing the Fund’s income. As interest rates increase, slower than expected principal payments may extend the average life of securities, potentially locking in a below-market interest rate and reducing the Fund’s value. In typical market interest rate environments, the prices of longer-term debt securities generally fluctuate more than prices of shorter-term debt securities as interest rates change. The Federal Reserve recently reduced the federal Funds rate several times.

Other Investment Companies Risk. The Fund may invest in the securities of other investment companies, including ETFs. Investing in an investment company exposes the Fund to all of the risks of that investment company’s investments. The Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies’ expenses, including advisory fees. These expenses are in addition to the direct expenses of the Fund’s own operations. As a result, the cost of investing in investment company shares may exceed the costs of investing directly in its underlying investments. In addition, securities of other investment companies may be leveraged. As a result, the Fund may be indirectly exposed to leverage through an investment in such securities and therefore magnify the Fund’s leverage risk. Utilization of leverage is a speculative investment technique and involves certain risks. With respect to ETF’s, an ETF that is based on a specific index may not be able to replicate and maintain exactly the composition and relative weighting of securities in the index. The value of an ETF based on a specific index is subject to change as the values of its respective component assets fluctuate according to market volatility. ETFs typically rely on a limited pool of authorized participants to create and redeem shares, and an active trading market for ETF shares may not develop or be maintained. The market value of shares of ETFs and closed-end funds may differ from their NAV.

Preferred Security Risk. Preferred securities generally are subordinated to bonds and other debt instruments in a company’s capital structure and therefore will be subject to greater credit risk than those debt instruments. In addition, preferred securities are subject to other risks, such as having no or limited voting rights, being subject to special redemption rights, having distributions deferred or skipped, having floating interest rates or dividends, which may result in a decline in value in a falling interest rate environment, having fixed interest rates or dividends, which may result in a decline in value in a rising interest rate environment, having limited liquidity, changing or unfavorable tax treatments and possibly being issued by companies in heavily regulated industries.

Risks of When-Issued Purchases. The Fund may purchase securities on a when-issued or forward-commitment basis. Delivery and payment for securities that have been purchased in this manner can take place a month or more after the transaction date. Such securities do not earn interest, are subject to market fluctuation, and may increase or decrease in value prior to their delivery. The purchase of securities on a when-issued or forward commitment basis may increase the volatility of the Fund’s net asset value if the Fund makes such purchases while remaining substantially fully invested.

U.S. Government Securities Risk. U.S. government securities are guaranteed only as to the timely payment of interest and the payment of principal when held to maturity. Accordingly, the current market values for these securities will fluctuate with changes in interest rates. Securities issued or guaranteed by U.S. government agencies and instrumentalities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S. government. No assurance can be given that the U.S. government will provide financial support to its agencies and instrumentalities if it is not obligated by law to do so.

Fund Level and Other Risks:

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

Global economic risk. National and regional economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country, region or market might adversely impact issuers in a different country, region or market. Changes in legal, political, regulatory, tax and economic conditions may cause fluctuations in markets and securities prices around the world, which could negatively impact the value of the Fund’s investments. Major economic or political disruptions, particularly in large economies like China’s, may have global negative economic and market repercussions. Additionally, events such as war, terrorism, natural and environmental disasters and the spread of infectious illnesses or other public health emergencies may adversely affect the global economy and the markets and issuers in which the Fund invests. Recent examples of such events include the outbreak of a novel coronavirus known as COVID-19 that was first detected in China in December 2019 and heightened concerns regarding North Korea’s nuclear weapons and long-range ballistic missile programs. These events could reduce consumer demand or economic output, result in market closure, travel restrictions or quarantines, and generally have a significant impact on the economy. These events could also impair the information technology and other operational systems upon which the Fund’s service providers, including the investment adviser and sub-adviser, rely, and could otherwise disrupt the ability of employees of the Fund’s service providers to perform essential tasks on behalf of the Fund. Governmental and quasi-governmental authorities and regulators throughout the world have in the past responded to major economic disruptions with a variety of significant fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs and dramatically lower

 

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Shareholder Update (continued)

(Unaudited)

 

interest rates. An unexpected or quick reversal of these policies, or the ineffectiveness of these policies, could increase volatility in securities markets, which could adversely affect the Fund’s investments.

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

Leverage Risk. The Fund’s use of leverage may cause higher volatility for the Fund’s per share NAV, market price, and distributions. Leverage typically magnifies the total return of the Fund’s portfolio, whether that return is positive or negative. Leverage is intended to increase common share net income, but there is no assurance that the Fund’s leveraging strategy will be successful. Different forms of leverage, including swaps, may introduce additional credit or interest rate risk. Leverage may also increase a Fund’s liquidity risk, as the Fund may need to sell securities at inopportune times to stay within Fund or regulatory limits.

Limited Term Risk. It is anticipated that the Fund will terminate and liquidate its assets and return the proceeds to its shareholders on or before a specific date, although it could terminate sooner or later under certain conditions. The Fund may be required to sell portfolio securities at times when market conditions are not favorable, negatively affecting its value.

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

Tax Risk. The tax treatment of Fund distributions may be affected by future changes in tax laws and regulations or their interpretation by the Internal Revenue Service or state tax authorities.

Valuation Risk. The Fund utilizes independent pricing services approved by the Board of Trustees to value portfolio instruments at their market value. If the pricing services are unable to provide a market value or if a significant event occurs such that the valuation(s) provided are deemed unreliable, the Fund may value portfolio instrument(s) at their fair value, which is generally the amount an owner might reasonably expect to receive upon a current sale. Valuation risks associated with investing in below investment grade debt instruments including, but not limited to: a limited number of market participants, a lack of publicly-available information, resale restrictions, settlement delays, corporate actions and adverse market conditions may make it difficult to value or sell such instruments. Because non-U.S. instruments may trade on days when Common Shares are not priced or traded, NAV can change at times when Common Shares cannot be sold.

EFFECTS OF LEVERAGE

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

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

 

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Nuveen
Preferred &
Income
Opportunities
Fund

(JPC)

      

Nuveen
Preferred &
Income
Term Fund

(JPI)

       Nuveen
Preferred &
Income
Securities
Fund (JPS)
      

Nuveen
Preferred &
Income
2022 Term
Fund

(JPT)

 

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

    37.0%          34.0%          37.0%          20.0%  

Estimated Annual Effective Interest Expense Rate Payable by Fund on Leverage

    0.90%          0.90%          0.90%          0.90%  

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

    0.33%          0.31%          0.33%          0.18%  

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

    (16.4%        (15.6%        (16.4%        (12.7%

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

    (8.5%        (8.0%        (8.5%        (6.5%

Common Share Total Return for 0.00% Assumed Portfolio Total Return

    (0.5%        (0.5%        (0.5%        (0.2%

Common Share Total Return for 5.00% Assumed Portfolio Total Return

    7.4%          7.1%          7.4%          6.0%  

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

CHANGES OCCURRING DURING THE PRIOR FISCAL YEAR

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

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

Investment Objectives and Principal Investment Policies

As previously disclosed in the each Fund’s most recent semi-annual report, each Fund has adopted the following policy regarding limits to investments in illiquid securities: “While there are no such limits imposed by applicable regulations, certain Nuveen Closed-End Funds formerly had investment policies that placed limits on a Fund’s ability to invest in illiquid securities. All exchange-listed Nuveen Closed-End Funds now have no formal limit on their ability to invest in such illiquid securities, but each Fund’s portfolio management team will monitor such investments in the regular, overall management of the Funds’ portfolio securities.”

 

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Additional Fund Information (Unaudited)

 

Board of Trustees*      
Jack B. Evans   William C. Hunter   Albin F. Moschner   John K. Nelson   Judith M. Stockdale  
Carole E. Stone   Terence J. Toth   Margaret L. Wolff   Robert L. Young    

 

*

Matthew Thornton III has been appointed to the Board of Trustees effective November 16, 2020.

 

         

Investment Adviser

Nuveen Fund Advisors, LLC

333 West Wacker Drive

Chicago, IL 60606

 

Custodian

State Street Bank
& Trust Company
One Lincoln Street

Boston, MA 02111

 

Legal Counsel

Chapman and Cutler LLP

Chicago, IL 60603

 

Independent Registered
Public Accounting Firm

KPMG LLP
200 East

Randolph Street

Chicago, IL 60601

 

Transfer Agent and
Shareholder Services

Computershare Trust

Company, N.A.

150 Royall Street

Canton, MA 02021

(800) 257-8787

 

 

Distribution Information

The Funds hereby designate their percentages of dividends paid from net ordinary income as dividends qualifying for the dividends received deduction (“DRD”) for corporations and their percentages of qualified dividend income (“QDI”) for individuals under Section 1(h)(11) of the Internal Revenue Code as shown in the accompanying table. The actual qualified dividend income distributions will be reported to shareholders on Form 1099-DIV which will be sent to shareholders shortly after calendar year end.

 

     JPC        JPI        JPS        JPT  

% QDI

    100.0%          100.0%          91.1%          82.1%  

% DRD

    65.1%          59.3%          25.5%          70.6%  

The Funds hereby designate their percentages of dividends paid from net ordinary income as dividends qualifying as Interest-Related Dividends as defined in Internal Revenue Code Section 871(k) for the taxable periods ending December 31, 2019 and July 31, 2020:

 

     JPC        JPI        JPS        JPT  

% of Interest-Related Dividends for the period August 1, 2019 through December 31, 2019

    21.6%          12.9%          22.0%          17.0%  

% of Interest-Related Dividends for the period January 1, 2020 through July 31, 2020

    18.2%          7.9%          17.9%          17.7%  

Portfolio of Investments Information

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

 

 

Nuveen Funds’ Proxy Voting Information

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

 

 

CEO Certification Disclosure

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 their 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.

 

     JPC        JPI        JPS        JPT  

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.

 

 

 

104


Glossary of Terms Used in this Report

(Unaudited)

 

 

Average Annual Total Return: This is a commonly used method to express an investment’s performance over a particular, usually multi-year time period. It expresses the return that would have been necessary each year to equal the investment’s actual cumulative performance (including change in NAV or offer price and reinvested dividends and capital gains distributions, if any) over the time period being considered.

 

 

ICE BofA Contingent Capital Index: An index that tracks the performance of all contingent capital debt publicly issued in the major domestic and Eurobond markets, including investment grade and sub-investment grade issues. Index returns assume reinvestment of distributions, but do not include the effects of any applicable sales charges or management fees.

 

 

ICE BofA Preferred Securities Fixed Rate Index: An index that tracks the performance of fixed rate U.S. dollar denominated preferred securities issued in the U.S. domestic market. Qualifying securities must be rated investment grade (based on an average of Moody’s, S&P, and Fitch) and must have an investment grade rated country of risk (based on an average of Moody’s, S&P, and Fitch foreign currency long-term sovereign debt ratings). In addition, qualifying securities must be issued as public securities or through a 144A filing, must be issued in $25, $50 or $100 par/liquidation preference increments, must have a fixed coupon or dividend schedule, and must have a minimum amount outstanding of $100 million. The index returns assume reinvestment of dividends, but do not include the effects of any sales charges or management fees.

 

 

ICE BofA U.S. All Capital Securities Index: An index that is comprised of a subset of the ICE BofAML U.S. Corporate Index including all fixed-to-floating rate, perpetual callable and capital securities. The ICE BofAML U.S. Corporate Index is an unmanaged index comprised of U.S. dollar denominated investment grade corporate debt securities publicly issued in the U.S. domestic market with at least one year remaining term to final maturity. Index returns do not include the effects of any sales charges or management fees.

 

 

Contingent Capital Securities (CoCos): CoCos are debt or capital securities of primarily non-U.S. issuers with loss absorption contingency mechanisms built into the terms of the security, for example a mandatory conversion into common stock of the issuer, or a principal write-down, which if triggered would likely cause the CoCo investment to lose value. Loss absorption mechanisms would become effective upon the occurrence of a specified contingency event, or at the discretion of a regulatory body. Specified contingency events, as identified in the CoCo’s governing documents, usually reference a decline in the issuer’s capital below a specified threshold level, and/or certain regulatory events. A loss absorption contingency event for CoCos would likely be the result of, or related to, the deterioration of the issuer’s financial condition and/or its status as a going concern. In such a case, with respect to CoCos that provide for conversion into common stock upon the occurrence of the contingency event, the market price of the issuer’s common stock received by the Acquiring Fund will have likely declined, perhaps substantially, and may continue to decline after conversion. CoCos rated below investment grade should be considered high yield securities, or “junk,” but often are issued by entities whose more senior securities are rated investment grade. CoCos are a relatively new type of security; and there is a risk that CoCo security issuers may suffer the sort of future financial distress that could materially increase the likelihood (or the market’s perception of the likelihood) that an automatic write-down or conversion event on those issuers’ CoCos will occur. Additionally, the trading behavior of a given issuer’s CoCo may be strongly impacted by the trading behavior of other issuers’ CoCos, such that negative information from an unrelated CoCo security may cause a decline in value of one or more CoCos held by the Fund. Accordingly, the trading behavior of CoCos may not follow the trading behavior of other types of debt and preferred securities. Despite these concerns, the prospective reward vs. risk characteristics of at least certain CoCos may be very attractive relative to other fixed-income alternatives.

 

 

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.

 

105


Glossary of Terms Used in this Report (continued)

(Unaudited)

 

 

Effective Leverage: Effective leverage is a fund’s effective economic leverage, and includes both regulatory leverage (see below) and the leverage effects of certain derivative investments in the fund’s portfolio.

 

 

JPC Blended Benchmark: A blended return consisting of: 1) 50% ICE BofA Preferred Securities Fixed Rate Index, which tracks the performance of fixed rate U.S. dollar denominated preferred securities issued in the U.S. domestic market; 2) 30% ICE BofA U.S. All Capital Securities Index (IOCS), a subset of the ICE BofA U.S. Corporate Index including all fixed to- floating rate, perpetual callable and capital securities, which better represents the full breadth of the preferred and hybrid securities market, including investment grade and below investment grade exchange traded $25 par preferreds and investment grade and below investment grade rated $1,000 par capital securities; and 3) 20% ICE BofA Contingent Capital Securities USD Hedged Index (CoCo), which tracks the performance of all contingent capital debt publicly issued in the major domestic and Eurobond markets, including investment grade and sub-investment grade issues. Index returns assume reinvestment of distributions, but do not include the effects of any applicable sales charges or management fees.

 

 

JPI Blended Benchmark Index: The JPI Blended Benchmark is a blended return consisting of: 1) 60% ICE BofA U.S. All Capital Securities Index (IOCS), a subset of the ICE BofA U.S. Corporate Index including all fixed to- floating rate, perpetual callable and capital securities, which better represents the full breadth of the preferred and hybrid securities market, including investment grade and below investment grade exchange traded $25 par preferreds and investment grade and below investment grade rated $1,000 par capital securities; and 2) 40% ICE BofA Contingent Capital Index, which tracks the performance of all contingent capital debt publicly issued in the major domestic and Eurobond markets, including investment grade and sub-investment grade issues. Benchmark returns assume reinvestment of distributions, but do not include the effects of any sales charges or management fees.

 

 

JPS Blended Benchmark: A blended return consisting of: 1) 40% of the ICE BofA Contingent Capital Securities USD Hedged Index (CoCo), which tracks the performance of all contingent capital debt publicly issued in the major domestic and Eurobond markets, including investment grade and sub-investment-grade issues; and 2) 60% of the ICE BofA U.S. All Capital Securities Index (IOCS), a subset of the ICE BofA U.S. Corporate Index including all fixed-to-floating rate, perpetual callable and capital securities, which better represents the full breadth of the preferred and hybrid securities market, including investment grade and below investment grade exchange traded $25 par preferreds and investment grade and below investment grade rated $1,000 par capital securities. Index returns do not include the effects of any sales charges or management fees.

 

 

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

 

 

Negative Convexity Risk: A characteristic of callable or pre-payable securities that causes investors to have their principal returned sooner than expected in a declining interest rate environment or later than expected in a rising interest rate environment. In the former scenario, investors may have to reinvest their funds at lower rates (“call risk”); in the latter, they may miss an opportunity to earn higher rates (“extension risk”). The word “convexity” refers to the convex shape of the curve that portrays the security’s price as a function of different yields.

 

 

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.

 

 

Option-adjusted spread (OAS): The option-adjusted spread (OAS) for a fixed-income security is the amount of yield that would need to be added to each of the discount rates used to value each of the security’s cash flows (typically based on the yields of U.S. Treasury securities) so that the sum of the discounted value of all of the security’s cash flows matches its market price, using a dynamic pricing model that takes into account any embedded options, such as call features, applicable to the security.

 

 

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 forth in the Investment Company Act of 1940.

 

106


 

 

Yield-to-Worst (YTW): Represents the lowest potential yield that an investor would receive on a bond if the issuer does not default. The yield to worst is calculated by making worst-case scenario assumptions on the issue by calculating the returns that would be received if provisions, including prepayment, call or sinking fund, are used by the issuer. The YTW is used to evaluate the worst-case scenario for yield to help investors manage their risk and exposures.

 

107


Reinvest Automatically, Easily and Conveniently

 

Nuveen makes reinvesting easy. A phone call is all it takes to set up your reinvestment account.

 

 

Nuveen Closed-End Funds Automatic Reinvestment Plan

Your Nuveen Closed-End Fund allows you to conveniently reinvest distributions in additional Fund shares.

By choosing to reinvest, you’ll be able to invest money regularly and automatically, and watch your investment grow through the power of compounding. Just like distributions in cash, there may be times when income or capital gains taxes may be payable on distributions that are reinvested.

It is important to note that an automatic reinvestment plan does not ensure a profit, nor does it protect you against loss in a declining market.

Easy and convenient

To make recordkeeping easy and convenient, each quarter you’ll receive a statement showing your total distributions, the date of investment, the shares acquired and the price per share, and the total number of shares you own.

How shares are purchased

The shares you acquire by reinvesting will either be purchased on the open market or newly issued by the Fund. If the shares are trading at or above net asset value at the time of valuation, the Fund will issue new shares at the greater of the net asset value or 95% of the then-current market price. If the shares are trading at less than net asset value, shares for your account will be purchased on the open market. If the Plan Agent begins purchasing Fund shares on the open market while shares are trading below net asset value, but the Fund’s shares subsequently trade at or above their net asset value before the Plan Agent is able to complete its purchases, the Plan Agent may cease open-market purchases and may invest the uninvested portion of the distribution in newly-issued Fund shares at a price equal to the greater of the shares’ net asset value or 95% of the shares’ market value on the last business day immediately prior to the purchase date. Distributions received to purchase shares in the open market will normally be invested shortly after the distribution payment date. No interest will be paid on distributions awaiting reinvestment. Because the market price of the shares may increase before purchases are completed, the average purchase price per share may exceed the market price at the time of valuation, resulting in the acquisition of fewer shares than if the distribution had been paid in shares issued by the Fund. A pro rata portion of any applicable brokerage commissions on open market purchases will be paid by Plan participants. These commissions usually will be lower than those charged on individual transactions.

Flexible

You may change your distribution option or withdraw from the Plan at any time, should your needs or situation change.

You can reinvest whether your shares are registered in your name, or in the name of a brokerage firm, bank, or other nominee. Ask your investment advisor if his or her firm will participate on your behalf. Participants whose shares are registered in the name of one firm may not be able to transfer the shares to another firm and continue to participate in the Plan.

The Fund reserves the right to amend or terminate the Plan at any time. Although the Fund reserves the right to amend the Plan to include a service charge payable by the participants, there is no direct service charge to participants in the Plan at this time.

Call today to start reinvesting distributions

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

 

 

108


Annual Investment Management Agreement Approval Process

 

At a meeting held on May 19-21, 2020 (the “May Meeting”), the Boards of Trustees (collectively, the “Board” and each Trustee, a “Board Member”) of the Funds, which are comprised entirely of Board Members who are not “interested persons” (as defined under the Investment Company Act of 1940 (the “1940 Act”)) (the “Independent Board Members”), approved, for their respective Fund, the renewal of the management agreement (each, an “Investment Management Agreement”) with Nuveen Fund Advisors, LLC (the “Adviser”) pursuant to which the Adviser serves as investment adviser to such Fund and the sub-advisory agreement(s) (each, a “Sub-Advisory Agreement”) with (a) in the case of Nuveen Preferred & Income Opportunities Fund (the “Income Opportunities Fund”), NWQ Investment Management Company, LLC (“NWQ”) and Nuveen Asset Management, LLC (“NAM”), pursuant to which NWQ and NAM serve as investment sub-advisers to such Fund, (b) in the case of Nuveen Preferred and Income Term Fund (the “Income Term Fund”) and Nuveen Preferred and Income 2022 Term Fund (the “2022 Term Fund”), NAM, pursuant to which NAM serves as the investment sub-adviser to each such Fund, and (c) in the case of Nuveen Preferred & Income Securities Fund (the “Income Securities Fund”), Spectrum Asset Management, Inc. (“Spectrum,” and Spectrum, NWQ and NAM each, a “Sub-Adviser”), pursuant to which Spectrum serves as the investment sub-adviser to such Fund. Although the 1940 Act requires that continuances of the Advisory Agreements (as defined below) be approved by the in-person vote of a majority of the Independent Board Members, the May Meeting was held virtually through the internet in view of the health risks associated with holding an in-person meeting during the COVID-19 pandemic and governmental restrictions on gatherings. The May Meeting was held in reliance on an order issued by the Securities and Exchange Commission on March 13, 2020, as extended on March 25, 2020, which provided registered investment companies temporary relief from the in-person voting requirements of the 1940 Act with respect to the approval of a fund’s advisory agreement in response to the challenges arising in connection with the COVID-19 pandemic.

Following up to an initial two-year period, the Board considers the renewal of each Investment Management Agreement and Sub-Advisory Agreement on behalf of the applicable Fund on an annual basis. The Investment Management Agreements and Sub-Advisory Agreements are collectively referred to as the “Advisory Agreements” and the Adviser and each Sub-Adviser are collectively, the “Fund Advisers” and each, a “Fund Adviser.” Throughout the year, the Board and its committees meet regularly and, at these meetings, review an extensive array of topics and information that are relevant to its annual consideration of the renewal of the advisory agreements for the Nuveen funds. Such information may address, among other things, fund performance; the Adviser’s strategic plans; the review of the funds and investment teams; compliance, regulatory and risk management matters; the trading practices of the various sub-advisers to the funds; valuation of securities; fund expenses; overall market and regulatory developments; the management of leverage financing; and the secondary market trading of the closed-end funds and any actions to address discounts.

In addition to the information and materials received during the year, the Board, in response to a request made on its behalf by independent legal counsel, received extensive materials and information prepared specifically for its annual consideration of the renewal of the advisory agreements for the Nuveen funds by the Adviser and by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data. The materials cover a wide range of topics including, but not limited to, a description of the nature, extent and quality of services provided by the Fund Advisers; a review of each sub-adviser to the Nuveen funds and the applicable investment teams; an analysis of fund performance in absolute terms and as compared to the performance of certain peer funds and benchmarks with a focus on any performance outliers; an analysis of the fees and expense ratios of the Nuveen funds in absolute terms and as compared to those of certain peer funds with a focus on any expense outliers; a description of portfolio manager compensation; a review of the secondary market trading of shares of the Nuveen closed-end funds (including, among other things, an analysis of performance, distribution and valuation and capital raising trends in the broader closed-end fund market and in particular with respect to Nuveen closed-end funds; a review of the leverage management actions taken on behalf of the Nuveen closed-end funds and their resulting impact on performance; and a description of the distribution management process and any capital management activities); a review of the performance of various service providers; a description of various initiatives Nuveen had undertaken or continued during the year for the benefit of particular fund(s) and/or the complex; a description of the profitability or financial data of Nuveen and the sub-advisers to the Nuveen funds; and a description of indirect benefits received by the Adviser and the sub-advisers as a result of their relationships with the Nuveen funds.

 

109


Annual Investment Management Agreement Approval Process (continued)

 

In continuing its practice, the Board met prior to the May Meeting to begin its considerations of the renewal of the Advisory Agreements. Accordingly, on April 27-28, 2020 (the “April Meeting”), the Board met to review and discuss, in part, the performance of the Nuveen funds and the Adviser’s evaluation of each sub-adviser to the Nuveen funds. In its review, the Board recognized the volatile market conditions occurring during the first half of 2020 arising, in part, from the public health crisis caused by the novel coronavirus known as COVID-19 and the resulting impact on fund performance. Accordingly, the Board reviewed, among other things, fund performance reflecting the more volatile periods, including for various time periods ended the first quarter of 2020 and for various time periods ended April 17, 2020. At the April Meeting, the Board Members asked questions and requested additional information that was provided for the May Meeting. In continuing its review of the Nuveen funds in light of the extraordinary market conditions experienced in early 2020, the Board received updated fund performance data reflecting various time periods ended May 8, 2020 for its May Meeting. The Board also continued its practice of seeking to meet periodically with the various sub-advisers to the Nuveen funds and their investment teams, when feasible.

The Independent Board Members considered the review of the advisory agreements for the Nuveen funds to be an ongoing process and employed the accumulated information, knowledge, and experience the Board Members had gained during their tenure on the boards governing the Nuveen funds and working with the Adviser and sub-advisers in their review of the advisory agreements. The contractual arrangements are a result of multiple years of review, negotiation and information provided in connection with the boards’ annual review of the Nuveen funds’ advisory arrangements and oversight of the Nuveen funds.

The Independent Board Members were advised by independent legal counsel during the annual review process as well as throughout the year, including meeting in executive sessions with such counsel at which no representatives from the Adviser or the Sub-Advisers were present. In connection with their annual review, the Independent Board Members also received a memorandum from independent legal counsel outlining their fiduciary duties and legal standards in reviewing the Advisory Agreements.

The Board’s decision to renew the Advisory Agreements was not based on a single identified factor, but rather the decision reflected the comprehensive consideration of all the information provided throughout the year and at the April and May Meetings, and each Board Member may have attributed different levels of importance to the various factors and information considered in connection with the approval process. The following summarizes the principal factors and information, but not all the factors, the Board considered in deciding to renew 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 with particular focus on the services and enhancements to such services provided during the last year. The Independent Board Members considered the Investment Management Agreements and the Sub-Advisory Agreements separately in the course of their review. With this approach, they considered the respective roles of the Adviser and the Sub-Advisers in providing services to the respective Funds.

With respect to the Adviser, the Board recognized that the Adviser has provided a vast array of services the scope of which has expanded over the years in light of regulatory, market and other developments, such as the development of expanded compliance programs for the Nuveen funds. The Board also noted the extensive resources, tools and capabilities the Adviser and its affiliates devoted to the various operations of the Nuveen funds. These services include, but are not limited to: investment oversight, risk management and securities valuation services (such as analyzing investment performance and risk data; overseeing and reviewing the various sub-advisers to the Nuveen funds and their investment teams; overseeing trade execution, soft dollar practices and securities lending activities; providing daily valuation services and developing related valuation policies, procedures and methodologies; overseeing risk disclosure; periodic testing of investment and liquidity risks; participating in financial statement and marketing disclosures; participating in product development; and participating in leverage management and liquidity monitoring); product management (such as analyzing a fund’s position in the marketplace, setting dividends, preparing shareholder and intermediary communications and other due diligence support); fund administration (such as preparing fund tax returns and other tax compliance services, overseeing the funds’ independent public accountants and other service providers; managing fund budgets and expenses; and helping to fulfill the

 

110


 

funds’ regulatory filing requirements); oversight of shareholder services and transfer agency functions (such as overseeing transfer agent service providers which include registered shareholder customer service and transaction processing; and overseeing proxy solicitation and tabulation services); Board relations services (such as organizing and administering Board and committee meetings, preparing various reports to the Board and committees and providing other support services); compliance and regulatory oversight services (such as devising compliance programs; managing compliance policies; monitoring compliance with applicable fund policies and laws and regulations; and evaluating the compliance programs of the various sub-advisers to the Nuveen funds and certain other service providers); legal support and oversight of outside law firms (such as helping to prepare and file registration statements and proxy statements; overseeing fund activities and providing legal interpretations regarding such activities; and negotiating agreements with other fund service providers); and providing leverage, capital and distribution management services.

The Board also recognized that the Adviser and its affiliates have undertaken a number of initiatives over the previous year that benefited the complex and/or particular Nuveen funds including, but not limited to:

 

   

Fund Improvements and Product Management Initiatives – continuing to proactively manage the Nuveen fund complex as a whole and at the individual fund level with an aim to enhance the shareholder outcomes through, among other things, rationalizing the product line and gaining efficiencies through mergers, repositionings and liquidations; reviewing and updating investment policies and benchmarks; and integrating certain investment teams and changing the portfolio managers serving various funds;

 

   

Capital Initiatives – continuing to invest capital to support new Nuveen funds with initial capital as well as to facilitate modifications to the strategies or structure of existing funds;

 

   

Compliance Program Initiatives – continuing efforts to mitigate compliance risk, increase operating efficiencies, strengthen key compliance program elements and support international business growth and other objectives through, among other things, integrating various investment teams across affiliates, consolidating marketing review functions, enhancing compliance related technologies and establishing and maintaining shared broad-based compliance policies throughout the organization and its affiliates;

 

   

Risk Management and Valuation Services – continuing efforts to provide Nuveen with a more disciplined and consistent approach to identifying and mitigating the firm’s operational risks through, among other things, enhancing the interaction and reporting between the investment risk management team and various affiliates and adopting a risk operational framework across the complex;

 

   

Regulatory Matters – continuing efforts to monitor regulatory trends and advocate on behalf of the Nuveen funds, to implement and comply with new or revised rules and mandates and to respond to regulatory inquiries and exams;

 

   

Government Relations – continuing efforts of various Nuveen teams and affiliates to develop policy positions on a broad range of issues that may impact the Nuveen funds, advocate and communicate these positions to lawmakers and other regulatory authorities and work with trade associations to ensure these positions are represented;

 

   

Business Continuity, Disaster Recovery and Information Services – continuing to periodically test business continuity and disaster recovery plans, maintain an information security program designed to identify and manage information security risks, and provide reports to the Board, at least annually, addressing, among other things, management’s security risk assessment, cyber risk profile, potential impact of new or revised laws and regulations, incident tracking and other relevant information technology risk-related reports;

 

   

Expanded Dividend Management Services – continuing to manage the dividends among the varying types of Nuveen funds within the Nuveen complex to be consistent with the respective fund’s product design and investing resources to develop systems to assist in the process for newer products such as target term funds; and

 

111


Annual Investment Management Agreement Approval Process (continued)

 

   

with respect specifically to closed-end funds, such initiatives also included:

 

  ••

Leverage Management Services – continuing to actively manage leverage including developing new leverage instruments, managing leverage exposure and costs through various providers, and managing and adapting tender option bond structures to comply with regulations and developing further relationships with leverage providers;

 

  ••

Capital Management, Market Intelligence and Secondary Market Services – ongoing capital management efforts through shelf offerings, share repurchases as appropriate to address discounts, tender offers and capital return programs as well as providing market data analysis to help understand closed-end fund ownership cycles and their impact on secondary market trading as well as to improve proxy solicitation efforts; and

 

  ••

Closed-end Fund Investor Relations Program – maintaining the closed-end fund investor relations program which, among other things, raises awareness, provides educational materials and cultivates advocacy for closed-end funds and the Nuveen closed-end fund product line.

The Board also noted the benefits to shareholders of investing in a Nuveen fund, as each Nuveen fund is a part of a large fund complex with a variety of investment disciplines, capabilities, expertise and resources available to navigate and support the funds including during stressed times as occurred in the market in the first half of 2020. In addition to the services provided by the Adviser, the Board also considered the risks borne by the Adviser and its affiliates in managing the Nuveen funds, including entrepreneurial, operational, reputational, regulatory and litigation risks.

The Board further considered the division of responsibilities between the Adviser and the respective Sub-Adviser and recognized that the Sub-Advisers and their investment personnel generally are responsible for the management of the applicable Fund’s portfolio under the oversight of the Adviser and the Board. The Board considered an analysis of each Sub-Adviser provided by the Adviser which included, among other things, the respective Sub-Adviser’s assets under management and changes thereto, a summary of the applicable investment team and changes thereto, the investment approach of the team and the performance of the Nuveen fund(s) sub-advised by such Sub-Adviser over various periods. The Board further considered at the May Meeting or prior meetings evaluations of each Sub-Adviser’s compliance program and trade execution. The Board also considered the structure of investment personnel compensation programs and whether this structure provides appropriate incentives to act in the best interests of the respective Nuveen funds. The Board noted that the Adviser recommended the renewal of the Sub-Advisory Agreements.

Based on its review, the Board determined, in the exercise of its reasonable business judgment, that it was satisfied with the nature, extent and quality of services provided to the respective Funds under each applicable Advisory Agreement.

 

B.   The Investment Performance of the Funds and Fund Advisers

In evaluating the quality of the services provided by the Fund Advisers, the Board also received and considered a variety of investment performance data of the Nuveen funds they advise. In this regard, the Board reviewed, among other things, Fund performance over the quarter, one-, three- and five-year periods ending December 31, 2019 (or for shorter periods available to the extent a Fund was not in existence during such periods). Unless otherwise indicated, the performance data referenced below reflects the periods ended December 31, 2019. In general, the year 2019 was a period of strong market performance. However, as noted above, the Board recognized the unprecedented market volatility and decline that occurred in early 2020 and the significant impact it would have on fund performance. As a result, the Board reviewed performance data capturing more recent time periods, including performance data reflecting the first quarter of 2020 as well as performance data for various periods ended April 17, 2020 for its April Meeting and May 8, 2020 for its May Meeting.

The Board reviewed both absolute and relative fund performance during the annual review over the various time periods. With respect to the latter, the Board considered fund performance in comparison to the performance of peer funds (the “Performance Peer Group”) and recognized and/or customized benchmarks (i.e., generally benchmarks derived from multiple recognized benchmarks). The Independent Board Members also reviewed, among other things, the returns of each sleeve of the Income Opportunities Fund managed by the respective Sub-Adviser relative to the benchmark of such sleeve for the quarter, one-, three- and five-year periods ending December 31, 2019, as well as performance information reflecting the first quarter of 2020. For funds that had changes in portfolio managers, the Board considered performance data of such

 

112


 

funds before and after such changes. In considering performance data, the Board is aware of certain inherent limitations with such data, including that differences between the objective(s), strategies and other characteristics of the Nuveen funds compared to the respective Performance Peer Group and/or benchmark(s) (such as differences in the use of leverage) as well as differences in the composition of the Performance Peer Group over time will necessarily contribute to differences in performance results and limit the value of the comparative information. To assist the Board in its review of the comparability of the relative performance, the Adviser has ranked the relevancy of the peer group to the funds as low, medium or high.

As noted above, the Board reviewed fund performance over various periods ended December 31, 2019 as well as the first quarter of 2020 and various time periods ended April 17, 2020 and May 8, 2020. In light of the significant market decline in the early part of 2020, the Board noted that a shorter period of underperformance may significantly impact longer term performance. Further, the Board recognized that performance data may differ significantly depending on the ending date selected and accordingly, performance results for periods ended at the year-end of 2019 may vary significantly from performance results for periods ended in the first quarter of 2020, particularly given the extraordinary market conditions at that time as the impact of COVID-19 and other market developments unfolded. The Board considered a fund’s performance in light of the overall financial market conditions. In addition, the Board recognized that shareholders may evaluate performance based on their own holding periods which may differ from the periods reviewed by the Board and lead to differing results.

The secondary market trading of shares of the Nuveen closed-end funds continues to be a priority for the Board given its importance to shareholders, and therefore data reflecting the premiums and discounts at which the shares of the closed-end funds trade is reviewed by the Board during its annual review and by the Board and/or its Closed-end Fund committee during its respective quarterly meetings throughout the year.

In addition to the performance data prepared in connection with the annual review of the advisory agreements of the Nuveen funds, the Board reviewed fund performance throughout the year at its quarterly meetings representing differing time periods and took into account the discussions that occurred at these Board meetings in evaluating a fund’s overall performance. The Board also considered, among other things, the Adviser’s analysis of each Nuveen fund’s performance, with particular focus on funds that were considered performance outliers (both overperformance and underperformance), the factors contributing to the performance and any steps taken to address any performance concerns. Given the volatile market conditions of early 2020, the Board considered the Adviser’s analysis of the impact of such conditions on the Nuveen funds’ performance.

The Board evaluated performance in light of various factors, including general market conditions, issuer-specific information, asset class information, fund cash flows and other factors. Accordingly, depending on the facts and circumstances, the Board may be satisfied with a fund’s performance notwithstanding that its performance may be below its benchmark or peer group for certain periods. However, with respect to any Nuveen funds for which the Board had identified performance issues, the Board monitors such funds closely until performance improves, discusses with the Adviser the reasons for such results, considers whether any steps are necessary or appropriate to address such issues, and reviews the results of any efforts undertaken.

The Board’s determinations with respect to each Fund are summarized below.

For the Income Opportunities Fund, the Board noted that the Fund outperformed its blended benchmark for the one-, three- and five-year periods ended December 31, 2019 and ranked in the second quartile of its Performance Peer Group for the one-year period ended December 31, 2019 and third quartile for the three- and five-year periods ended December 31, 2019. With the market decline in the first quarter of 2020, the Fund’s performance was below the performance of its blended benchmark for the one-, three- and five-year periods ended March 31, 2020 and the Fund ranked in the third quartile for such periods. The Board considered the factors that detracted from the Fund’s performance during the first quarter and was satisfied with the Adviser’s explanation. The Board was satisfied with the Fund’s overall performance.

For the Income Term Fund, the Board noted that the Fund outperformed its blended benchmark and ranked in the second quartile of its Performance Peer Group for the one-, three- and five-year periods ended December 31, 2019. With the market decline in the first quarter of 2020, the Fund’s performance was below the performance of its blended benchmark for the

 

113


Annual Investment Management Agreement Approval Process (continued)

 

one-, three- and five-year periods ended March 31, 2020. The Fund further ranked in the third quartile of its Performance Peer Group for the one- and three-year periods ended March 31, 2020 and second quartile of its Performance Peer Group for the five-year period ended March 31, 2020. In its review, the Board, however, noted that the Performance Peer Group was classified as low for relevancy. The Board was satisfied with the Fund’s overall performance.

For the Income Securities Fund, the Board noted that the Fund outperformed its blended benchmark and ranked in the second quartile of its Performance Peer Group for the one-, three- and five-year periods ended December 31, 2019. With the market decline in the first quarter of 2020, the Fund’s performance was below the performance of its blended benchmark for the one-, three- and five-year periods ended March 31, 2020, but the Fund ranked in the third quartile of its Performance Peer Group for the one-year period ended March 31, 2020 and second quartile of its Performance Peer Group for the three- and five-year periods ended March 31, 2020. The Board was satisfied with the Fund’s overall performance.

For the 2022 Term Fund, the Board noted that the Fund outperformed its benchmark and ranked in the third quartile of its Performance Peer Group for the one-year period ended December 31, 2019. With the market decline in the first quarter of 2020, the Fund’s performance was below the performance of its benchmark for the one- and three-year periods ended March 31, 2020, but the Fund ranked in the second quartile of its Performance Peer Group for such periods. In its review, the Board, however, noted that the Performance Peer Group was classified as low for relevancy. The Board was satisfied with the Fund’s overall performance.

 

C.   Fees, Expenses and Profitability
  1.   Fees and Expenses

As part of its annual review, the Board considered the contractual management fee and net management fee (the management fee after taking into consideration fee waivers and/or expense reimbursements, if any) paid by a Nuveen fund to the Adviser in light of the nature, extent and quality of the services provided. The Board also considered the total operating expense ratio of each Nuveen fund before and after any fee waivers and/or expense reimbursements. More specifically, the Independent Board Members reviewed, among other things, each fund’s gross and net management fee rates (i.e., before and after expense reimbursements and/or fee waivers, if any) and net total expense ratio in relation to those of a comparable universe of funds (the “Peer Universe”) established by Broadridge. The Independent Board Members reviewed the methodology Broadridge employed to establish its Peer Universe and recognized that differences between the applicable fund and its respective Peer Universe as well as changes to the composition of the Peer Universe from year to year may limit some of the value of the comparative data. The Independent Board Members also considered a fund’s operating expense ratio as it more directly reflected the shareholder’s costs in investing in the respective fund.

In their review, the Independent Board Members considered, in particular, each Nuveen fund with a net expense ratio (excluding investment-related costs of leverage) of six basis points or higher compared to that of its peer average (each, an “Expense Outlier Fund”) and an analysis as to the factors contributing to each such fund’s higher relative net expense ratio. In addition, although the Board reviewed a fund’s total net expenses both including and excluding investment-related expenses (i.e., leverage costs) and taxes for certain of the closed-end funds, the Board recognized that leverage expenses will vary across the Nuveen funds and in comparison to peers because of differences in the forms and terms of leverage employed by the respective fund. Accordingly, in reviewing the comparative data between a fund and its peers, the Board generally considered the fund’s net expense ratio and fees (excluding leverage costs and leveraged assets) 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 Independent Board Members also considered, in relevant part, a fund’s net management fee and net total expense ratio in light of its performance history.

In their review of the fee arrangements for the Nuveen funds, the Independent Board Members considered the management fee schedules, including the complex-wide and fund-level breakpoint schedules, as applicable. The Board noted that across the Nuveen fund complex, the complex-wide fee breakpoints reduced fees by $56.6 million and fund-level breakpoints reduced fees by $66.8 million in 2019.

 

114


 

With respect to the Sub-Advisers, the Board also considered the sub-advisory fee schedule paid to each Sub-Adviser in light of the sub-advisory services provided to the respective Fund, the breakpoint schedule and comparative data of the fees such Sub-Adviser charges to other clients, if any. In its review, the Board recognized that the compensation paid to the Sub-Advisers is the responsibility of the Adviser, not the Funds.

The Independent Board Members noted that the Income Opportunities Fund had a net management fee slightly higher than its peer average but a net expense ratio below its peer average; the Income Term Fund and the Income Securities Fund each had a net management fee in line with its respective peer average and a net expense ratio below its respective peer average; and the 2022 Term Fund had a net management fee and a net expense ratio below its respective peer average.

Based on its review of the information provided, the Board determined that each Fund’s management fees (as applicable) to a Fund Adviser were reasonable in light of the nature, extent and quality of services provided to the Fund.

 

  2.   Comparisons with the Fees of Other Clients

In determining the appropriateness of fees, the Board also considered information regarding the fee rates the respective Fund Advisers charged to certain other types of clients and the type of services provided to these other clients. With respect to the Adviser and/or the affiliated Sub-Advisers (i.e., NAM and NWQ), such other clients may include retail and institutional managed accounts advised by a Sub-Adviser; investment companies offered outside the Nuveen family and sub-advised by a Sub-Adviser; foreign investment companies offered by Nuveen and sub-advised by a Sub-Adviser; and collective investment trusts sub-advised by NAM. The Board further noted that the Adviser also advised certain exchange-traded funds (“ETFs”) sponsored by Nuveen.

With respect to the affiliated Sub-Advisers, the Board reviewed, among other things, the range of fees assessed for managed accounts and foreign investment companies offered by Nuveen. The Board also reviewed the fee range and average fee rate of certain selected investment strategies offered in retail and institutional managed accounts advised by NAM and NWQ and non-Nuveen investment companies sub-advised by certain affiliated sub-advisers.

In considering the fee data of other clients, the Board considered, among other things, the differences in the amount, type and level of services provided to the Nuveen funds relative to other clients as well as the differences in portfolio investment policies, investor profiles, account sizes and regulatory requirements, all of which contribute to the variations in the fee schedules. The Board recognized the complexity and myriad of services the Adviser had provided to the Nuveen funds compared to the other types of clients as the Adviser is principally responsible for all aspects of operating the funds, including complying with the increased regulatory requirements required when managing the funds as well as the increased entrepreneurial, legal and regulatory risks that the Adviser incurs in sponsoring and managing the funds. Further, with respect to ETFs, the Board considered that Nuveen ETFs are passively managed compared to the active management of the other Nuveen funds which contributed to the differences in fee levels between the Nuveen ETFs and other Nuveen funds. In general, higher fee levels reflect higher levels of service provided by the Adviser, increased investment management complexity, greater product management requirements, and higher levels of business risk or some combination of these factors. The Board further considered that each Sub-Adviser’s fee is essentially for portfolio management services and therefore, as applicable, more comparable to the fees it receives for retail wrap accounts and other external sub-advisory mandates. The Board concluded the varying levels of fees were justified given, among other things, the inherent differences in the products and the level of services provided to the Nuveen funds versus other clients, the differing regulatory requirements and legal liabilities and the entrepreneurial, legal and regulatory risks incurred in sponsoring and advising a registered investment company.

The Board recognized that Spectrum was an unaffiliated sub-adviser. With respect to Spectrum, the Independent Board Members reviewed the pricing schedule that such Sub-Adviser charges for other clients. The Independent Board Members noted that the Sub-Advisory Agreement with Spectrum, including the fees thereunder, was the result of arm’s length negotiations and that Spectrum’s fees were reasonable in relation to the fees it assessed other clients.

 

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Annual Investment Management Agreement Approval Process (continued)

 

  3.   Profitability of Fund Advisers

In their review, the Independent Board Members considered information regarding Nuveen’s level of profitability for its advisory services to the Nuveen funds for the calendar years 2019 and 2018. The Board reviewed, among other things, Nuveen’s net margins (pre-tax) (both including and excluding distribution expenses); gross and net revenue margins (pre- and post-tax); revenues, expenses, and net income (pre-tax and after-tax and before distribution) of Nuveen for fund advisory services; and comparative profitability data comparing the margins of Nuveen compared to the adjusted margins of certain peers with publicly available data and with the most comparable assets under management (based on asset size and asset composition) for each of the last two calendar years. The Board also reviewed the revenues and expenses the Adviser derived from its ETF product line for the 2018 and 2019 calendar years.

In reviewing the profitability data, the Independent Board Members recognized the subjective nature of calculating profitability as the information is not audited and is dependent on cost allocation methodologies to allocate expenses of Nuveen and its affiliates between the fund and non-fund businesses. The expenses to be allocated include direct expenses in servicing the Nuveen funds as well as indirect and/or shared costs (such as overhead, legal and compliance) some of which are attributed to the Nuveen funds pursuant to the cost allocation methodologies. The Independent Board Members reviewed a description of the cost allocation methodologies employed to develop the financial information and a summary of the history of changes to the methodology over the eleven-year period from 2008 to 2019. The Board had also appointed three Independent Board Members, along with the assistance of independent counsel, to serve as the Board’s liaisons to review the development of the profitability data and any proposed changes to the cost allocation methodology prior to incorporating any such changes and to report to the full Board. The Board recognized that other reasonable and valid allocation methodologies could be employed and could lead to significantly different results. Based on the data, the Independent Board Members noted that Nuveen’s net margins were higher in 2019 than the previous year and considered the key drivers behind the revenue and expense changes that impacted Nuveen’s net margins between the years. The Board also noted the reinvestments of some of the profits into the business through, among other things, the investment of seed capital in certain funds and continued investments in enhancements to information technology, internal infrastructure and data management improvements and global investment and innovation projects.

As noted above, the Independent Board Members also considered Nuveen’s margins from its relationship to the Nuveen funds compared to the adjusted margins of certain peers with publicly available data and with the most comparable assets under management (based on asset size and asset composition) to Nuveen for the calendar years 2019 and 2018. The Independent Board Members noted that Nuveen’s margins from its relationships with the Nuveen funds were on the low range compared to the adjusted margins of the peers. The Independent Board Members, however, recognized that it is difficult to make comparisons of profitability with other investment adviser peers given that comparative data is not generally public and the calculation of profitability is subjective and affected by numerous factors (such as types of funds a peer manages, its business mix, its cost of capital, the numerous assumptions underlying the methodology used to allocate expenses and other factors) which can have a significant impact on the results.

Aside from Nuveen’s profitability, the Board recognized that the Adviser is a subsidiary of Nuveen, LLC, the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). As such, the Board also reviewed a balance sheet for TIAA reflecting its assets, liabilities and capital and contingency reserves for the 2019 and 2018 calendar years to consider the financial strength of TIAA. The Board recognized the benefit of having an investment adviser and its parent with significant resources, particularly during periods of market stress.

In addition to Nuveen, the Independent Board Members also considered the profitability of the Sub-Advisers from their relationships with the Nuveen funds. With respect to NAM and NWQ, the Independent Board Members reviewed, among other things, each such Sub-Adviser’s revenues, expenses and net revenue margins (pre- and post-tax) for its advisory activities for the calendar year ended December 31, 2019 as well as its pre-tax and after-tax net revenue margins for 2019 compared to such margins for 2018. With respect to NAM, the Independent Board Members also reviewed a profitability analysis reflecting the revenues, expenses and revenue margin (pre- and post-tax) by asset type for NAM for the calendar year ended December 31, 2019 and the pre- and post-tax revenue margins from 2019 and 2018. With respect to Spectrum, the Independent Board Members considered a profitability and margin analysis for such Sub-Adviser, generally including revenues, expenses and operating margins for its advisory services to the Nuveen funds for the calendar years 2019 and 2018.

 

116


 

In evaluating the reasonableness of the compensation, the Independent Board Members also considered any other ancillary benefits derived by the respective Fund Adviser from its relationship with the Nuveen funds as discussed in further detail below.

Based on a consideration of all the information provided, the Board noted that Nuveen’s and each Sub-Adviser’s level of profitability was acceptable and not unreasonable in light of the services provided.

 

D.   Economies of Scale and Whether Fee Levels Reflect These Economies of Scale

The Board considered whether there have been economies of scale with respect to the management of the Nuveen funds and whether these economies of scale have been appropriately shared with the funds. The Board recognized that although economies of scale are difficult to measure, there are several methods to help share the benefits of economies of scale, including breakpoints in the management fee schedule, fee waivers and/or expense limitations, the pricing of Nuveen funds at scale at inception and investments in Nuveen’s business which can enhance the services provided to the funds for the fees paid. The Board noted that Nuveen generally has employed these various methods. In this regard, the Board noted that the management fee of the Adviser is generally comprised of a fund-level component and a complex-level component each with its own breakpoint schedule, subject to certain exceptions. The Board reviewed the fund-level and complex-level fee schedules. The Board considered that the fund-level breakpoint schedules are designed to share economies of scale with shareholders if the particular fund grows, and the complex-level breakpoint schedule is designed to deliver the benefits of economies of scale to shareholders when the eligible assets in the complex pass certain thresholds even if the assets of a particular fund are unchanged or have declined. With respect to the Nuveen closed-end funds, the Board 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. Further, in the calculation of the complex-level component, the Board noted that it had approved the acquisition of several Nuveen funds by similar TIAA-CREF funds in 2019. However, to mitigate the loss of the assets of these Nuveen funds deemed eligible to be included in the calculation of the complex-wide fee when these Nuveen funds left the complex upon acquisition, Nuveen agreed to credit approximately $460 million to assets under management to the Nuveen complex in calculating the complex-wide component.

The Independent Board Members also recognized the Adviser’s continued reinvestment in its business through, among other things, investments in its business infrastructure and information technology, portfolio accounting system and other systems and platforms that will, among other things, support growth, simplify and enhance information sharing, and enhance the investment process to the benefit of all of the Nuveen funds.

Based on its review, the Board concluded that the current fee arrangements together with the Adviser’s reinvestment in its business appropriately shared any economies of scale with shareholders.

 

E.   Indirect Benefits

The Independent Board Members received and considered information regarding other benefits the respective Fund Adviser or its affiliates may receive as a result of their relationship with the Nuveen funds. The Board considered the compensation that an affiliate of the Adviser received for serving as co-manager in the initial public offerings of new closed-end funds and for serving as an underwriter on shelf offerings of existing closed-end funds. In addition, the Independent Board Members also noted that various sub-advisers (including NAM and NWQ) may engage in soft dollar transactions pursuant to which they may receive the benefit of research products and other services provided by broker-dealers executing portfolio transactions on behalf of the applicable Nuveen funds, although the Board recognized that certain sub-advisers may be phasing out the use of soft dollars over time. The Board, however, noted that the benefits for NAM and NWQ when transacting in fixed-income securities may be more limited as such securities generally trade on a principal basis and therefore do not generate brokerage commissions. Further, the Board considered that although NAM and NWQ may benefit from the receipt of research and other services that they may otherwise have to pay for out of their own resources, the research may also benefit the Nuveen funds to the extent it enhances the respective Sub-Adviser’s ability to manage such funds or is acquired through the commissions paid on portfolio transactions of other clients.

 

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Annual Investment Management Agreement Approval Process (continued)

 

The Board noted that, with regard to the Income Securities Fund, Spectrum does not participate in soft dollar arrangements with respect to Fund portfolio transactions. Although Spectrum may not engage in soft dollar transactions, the Board noted that Spectrum may still receive some indirect compensation as it utilized its own broker-dealer.

Based on its review, the Board 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 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.

 

118


Board Members & Officers

(Unaudited)

 

The management of the Funds, including general supervision of the duties performed for the Funds by the Adviser, is the responsibility of the Board of Trustees of the Funds. None of the trustees who are not “interested” persons of the Funds (referred to herein as “independent board members”) has ever been a director or employee of, or consultant to, Nuveen or its affiliates. The names and business addresses of the trustees and officers of the Funds, their principal occupations and other affiliations during the past five years, the number of portfolios each Trustee oversees and other directorships they hold are set forth below.

 

                     
Name,
Year of Birth
& Address
   Position(s) Held
with the Funds
   Year First
Elected or
Appointed
and Term(1)
   Principal
Occupation(s)
Including other
Directorships
During Past 5 Years
   Number
of Portfolios
in Fund Complex
Overseen by
Board Member
                     
Independent Board Members(2):          

  TERENCE J. TOTH

         Formerly, a Co-Founding Partner, Promus Capital (2008-2017); Director, Quality Control Corporation (since 2012); member: Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (since 2012), and chair of its Investment Committee; formerly, Director, Fulcrum IT Services LLC (2010-2019); formerly, Director, Legal & General Investment Management America, Inc. (2008-2013); formerly, CEO and President, Northern Trust Global Investments (2004-2007): Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); formerly, Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004).   

1959

333 W. Wacker Drive

Chicago, IL 6o6o6

  

Chairman and Board Member

  

2008 Class II

  

155

        

  JACK B. EVANS

         Chairman (since 2019), formerly, President (1996-2019), The Hall-Perrine Foundation, a private philanthropic corporation; Director and Chairman, United Fire Group, a publicly held company; Director, Public Member, American Board of Orthopaedic Surgery (since 2015); Life Trustee of Coe College and the Iowa College Foundation; formerly, President Pro-Tem of the Board of Regents for the State of Iowa University System; formerly, Director, Alliant Energy and The Gazette Company; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm.   

1948

333 W. Wacker Drive

Chicago, IL 6o6o6

  

Board Member

  

1999 Class III

  

155

        

  WILLIAM C. HUNTER

         Dean Emeritus, formerly, Dean, Tippie College of Business, University of Iowa (2006-2012); Director of Wellmark, Inc. (since 2009); past Director (2005-2015), and past President (2010-2014) Beta Gamma Sigma, Inc., The International Business Honor Society; formerly, Director (2004-2018) of Xerox Corporation; Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003); formerly, Director (1997-2007), Credit Research Center at Georgetown University.   

1948

333 W. Wacker Drive

Chicago, IL 6o6o6

  

Board Member

  

2003 Class I

  

155

        

 

119


Board Members & Officers (continued)

(Unaudited)

 

                     
Name,
Year of Birth
& Address
   Position(s) Held
with the Funds
   Year First
Elected or
Appointed
and Term(1)
   Principal
Occupation(s)
Including other
Directorships
During Past 5 Years
   Number
of Portfolios
in Fund Complex
Overseen by
Board Member
                     
Independent Board Members(2) (continued):          

  ALBIN F. MOSCHNER

         Founder and Chief Executive Officer, Northcroft Partners, LLC, a management consulting firm (since 2012); formerly, Chairman (2019), and Director (2012-2019), USA Technologies, Inc., a provider of solutions and services to facilitate electronic payment transactions; formerly, Director, Wintrust Financial Corporation (1996-2016); previously, held positions at Leap Wireless International, Inc., including Consultant (2011-2012), Chief Operating Officer (2008-2011), and Chief Marketing Officer (2004-2008); formerly, President, Verizon Card Services division of Verizon Communications, Inc. (2000-2003); formerly, President, One Point Services at One Point Communications (1999- 2000); formerly, Vice Chairman of the Board, Diba, Incorporated (1996-1997); formerly, various executive positions (1991-1996) and Chief Executive Officer (1995-1996) of Zenith Electronics Corporation.   

1952

333 W. Wacker Drive

Chicago, IL 6o6o6

  

Board Member

  

2016 Class III

  

155

        

  JOHN K. NELSON

         Member of Board of Directors of Core12 LLC. (since 2008), a private firm which develops branding, marketing and communications strategies for clients; served on The President’s Council of Fordham University (2010-2019) and previously a Director of the Curran Center for Catholic American Studies (2009-2018); formerly, senior external advisor to the Financial Services practice of Deloitte Consulting LLP. (2012-2014); former Chair of the Board of Trustees of Marian University (2010-2014 as trustee, 2011-2014 as Chair); formerly Chief Executive Officer of ABN AMRO Bank N.V., North America, and Global Head of the Financial Markets Division (2007-2008), with various executive leadership roles in ABN AMRO Bank N.V. between 1996 and 2007.   

1962

333 W. Wacker Drive

Chicago, IL 6o6o6

  

Board Member

  

2013 Class II

  

155

        

  JUDITH M. STOCKDALE

         Board Member, Land Trust Alliance (since 2013); formerly, Board Member, U.S. Endowment for Forestry and Communities (2013-2019); formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation; prior thereto, Executive Director, Great Lakes Protection Fund (1990-1994).   

1947

333 W. Wacker Drive

Chicago, IL 6o6o6

  

Board Member

  

1997 Class I

  

155

  CAROLE E. STONE

         Former Director, Chicago Board Options Exchange, Inc. (2006-2017); and C2 Options Exchange, Incorporated (2009-2017); former Director, Cboe, Global Markets, Inc., formerly, CBOE Holdings, Inc. (2010-May 2020); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010).   

1947

333 W. Wacker Drive

Chicago, IL 6o6o6

  

Board Member

  

2007 Class I

  

155

        

  MARGARET L. WOLFF

         Formerly, member of the Board of Directors (2013-2017) of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each, a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.); formerly, Of Counsel, Skadden, Arps, Slate, Meagher & Flom LLP (Mergers & Acquisitions Group) (2005-2014); Member of the Board of Trustees of New York-Presbyterian Hospital (since 2005); Member (since 2004) and Chair (since 2015) of the Board of Trustees of The John A. Hartford Foundation (a philanthropy dedicated to improving the care of older adults); formerly, Member (2005-2015) and Vice Chair (2011-2015) of the Board of Trustees of Mt. Holyoke College.   

1955

333 W. Wacker Drive

Chicago, IL 6o6o6

  

Board Member

  

2016 Class I

  

155

        

  ROBERT L. YOUNG

         Formerly, Chief Operating Officer and Director, J.P.Morgan Investment Management Inc. (2010-2016); formerly, President and Principal Executive Officer (2013-2016), and Senior Vice President and Chief Operating Officer (2005-2010), of J.P.Morgan Funds; formerly, Director and various officer positions for J.P.Morgan Investment Management Inc. (formerly, JPMorgan Funds Management, Inc. and formerly, One Group Administrative Services) and JPMorgan Distribution Services, Inc. (formerly, One Group Dealer Services, Inc.) (1999-2017).   

1963

333 W. Wacker Drive

Chicago, IL 6o6o6

  

Board Member

  

2017 Class II

  

155

        

 

120


 

                     
                     

Name,

Year of Birth

& Address

   Position(s) Held
with the Funds
   Year First
Elected or
Appointed(3)
  

Principal

Occupation(s)

During Past 5 Years

    
                     
Officers of the Funds:               

  NATHANIEL T. JONES

         Managing Director (since 2017), formerly, Senior Vice President (2016-2017), formerly, Vice President (2011-2016) of Nuveen; Managing Director (since 2015) of Nuveen Fund Advisors, LLC; Chartered Financial Analyst.   

1979

333 W. Wacker Drive

Chicago, IL 6o6o6

   Vice President and Treasurer   

2016

  

  WALTER M. KELLY

         Managing Director (since 2017), formerly, Senior Vice President (2008-2017) of Nuveen.   

1970

333 W. Wacker Drive

Chicago, IL 6o6o6

   Chief Compliance Officer and Vice President   

2003

  

  DAVID J. LAMB

         Managing Director (since 2017), formerly, Senior Vice President of Nuveen (since 2006), Vice President prior to 2006.   

1963

333 W. Wacker Drive

Chicago, IL 6o6o6

   Chief Administrative Officer   

2015

  

  TINA M. LAZAR

         Managing Director (since 2017), formerly, Senior Vice President (2014-2017) of Nuveen Securities, LLC.   

1961

333 W. Wacker Drive

Chicago, IL 6o6o6

  

Vice President

  

2002

  

  BRIAN J. LOCKHART

         Managing Director (since 2019) of Nuveen Fund Advisors, LLC; Managing Director (since 2017), formerly, Vice President (2010-2017) of Nuveen; Head of Investment Oversight (since 2017), formerly, Team Leader of Manager Oversight (2015-2017); Chartered Financial Analyst and Certified Financial Risk Manager.   

1974

333 W. Wacker Drive

Chicago, IL 6o6o6

  

Vice President

  

2019

  

  JACQUES M. LONGERSTAEY

      Senior Managing Director, Chief Risk Officer, Nuveen, LLC (since May 2019); Senior Managing Director (since May 2019) of Nuveen Fund Advisors, LLC; formerly, Chief Investment and Model Risk Officer, Wealth & Investment Management Division, Wells Fargo Bank (NA) (from 2013-2019).   

1963

8500 Andrew Carnegie Blvd.

Charlotte, NC 28262

  

Vice President

  

2019

  

  KEVIN J. MCCARTHY

         Senior Managing Director (since 2017) and Secretary and General Counsel (since 2016) of Nuveen Investments, Inc., formerly, Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2008-2016); Senior Managing Director (since 2017) and Assistant Secretary (since 2008) of Nuveen Securities, LLC, formerly Executive Vice President (2016-2017) and Managing Director (2008-2016); Senior Managing Director (since 2017), Secretary (since 2016) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC, formerly, Executive Vice President (2016-2017), Managing Director (2008-2016) and Assistant Secretary (2007-2016); Senior Managing Director (since 2017), Secretary (since 2016) and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC, formerly Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2011- 2016); Senior Managing Director (since 2017) and Secretary (since 2016) of Nuveen Investments Advisers, LLC, formerly Executive Vice President (2016- 2017); Vice President (since 2007) and Secretary (since 2016), formerly, Assistant Secretary, of NWQ Investment Management Company, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and Winslow Capital Management, LLC (since 2010). Senior Managing Director (since 2017) and Secretary (since 2016) of Nuveen Alternative Investments, LLC.   

1966

333 W. Wacker Drive

Chicago, IL 6o6o6

   Vice President and Assistant Secretary   

2007

  
        

  JON SCOTT MEISSNER

         Managing Director of Mutual Fund Tax and Financial Reporting groups at Nuveen (since 2017); Managing Director of Nuveen Fund Advisors, LLC (since 2019); Senior Director of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC (since 2016); Senior Director (since 2015) Mutual Fund Taxation to the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account VA-1 and the CREF Accounts; has held various positions with TIAA since 2004.   

1973

8500 Andrew Carnegie Blvd.

Charlotte, NC 28262

  

Vice President

  

2019

  
        

 

121


Board Members & Officers (continued)

(Unaudited)

 

                     
                     

Name,

Year of Birth

& Address

   Position(s) Held
with the Funds
   Year First
Elected or
Appointed(3)
  

Principal

Occupation(s)

During Past 5 Years

    
                     
Officers of the Funds (continued):               

  WILLIAM T. MEYERS

         Senior Managing Director (since 2017), formerly, Managing Director (2016-2017), Senior Vice President (2010-2016) of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Senior Managing Director (since 2017), formerly, Managing Director (2016-2017), Senior Vice President (2010-2016) of Nuveen, has held various positions with Nuveen since 1991.   

1966

333 W. Wacker Drive

Chicago, IL 60606

  

Vice President

  

2018

  

  DEANN D. MORGAN

         Executive Vice President, Global Head of Product at Nuveen (since November 2019); Co-Chief Executive Officer of Nuveen Securities, LLC (since March 2020); Managing Member MDR Collaboratory LLC (since 2018); Managing Director, Head of Wealth Management Product Structuring & COO Multi Asset Investing, The Blackstone Group (2013-2017).   

1969

100 Park Avenue

New York, NY 10016

  

Vice President

  

2020

  

  CHRISTOPHER M. ROHRBACHER

   Managing Director (since 2017) and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2017), formerly, Senior Vice President (2016-2017), Co-General Counsel (since 2019) and Assistant Secretary (since 2016) of Nuveen Fund Advisors, LLC; Managing Director (since 2017), formerly, Senior Vice President (2012-2017) and Associate General Counsel (since 2016), formerly, Assistant General Counsel (2008-2016) of Nuveen.   

1971

333 W. Wacker Drive

Chicago, IL 6o6o6

   Vice President and Assistant Secretary   

2008

  
        

  WILLIAM A. SIFFERMANN

         Managing Director (since 2017), formerly Senior Vice President (2016-2017) and Vice President (2011-2016) of Nuveen.   

1975

333 W. Wacker Drive

Chicago, IL 6o6o6

  

Vice President

  

2017

  

  E. SCOTT WICKERHAM

         Senior Managing Director, Head of Fund Administration at Nuveen, LLC (since 2019), formerly, Managing Director; Senior Managing Director (since 2019), Nuveen Fund Advisers, LLC; Principal Financial Officer, Principal Accounting Officer and Treasurer (since 2017) to the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account VA-1 and the Treasurer (since 2017) to the CREF Accounts; Senior Director, TIAA-CREF Fund Administration (2014-2015); has held various positions with TIAA since 2006.   

1973

TIAA

730 Third Avenue

New York, NY 10017

   Vice President and Controller   

2019

  
        

  MARK L. WINGET

         Vice President and Assistant Secretary of Nuveen Securities, LLC (since 2008); Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC (since 2019); Vice President (since 2010) and Associate General Counsel (since 2016), formerly, Assistant General Counsel (2008-2016) of Nuveen.   

1968

333 W. Wacker Drive

Chicago, IL 60606

   Vice President and Assistant Secretary   

2008

  

 

122


 

                     
                     

Name,

Year of Birth

& Address

   Position(s) Held
with the Funds
   Year First
Elected or
Appointed(3)
  

Principal

Occupation(s)

During Past 5 Years

    
                     
Officers of the Funds (continued):               

  GIFFORD R. ZIMMERMAN

         Managing Director (since 2002), and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Managing Director (since 2002), Assistant Secretary (since 1997) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Vice President (since 2017), formerly, Managing Director (2003-2017) and Assistant Secretary (since 2003) of Symphony Asset Management LLC; Managing Director and Assistant Secretary (since 2002) of Nuveen Investments Advisers, LLC; Vice President and Assistant Secretary of NWQ Investment Management Company, LLC (since 2002), Santa Barbara Asset Management, LLC (since 2006), and of Winslow Capital Management, LLC, (since 2010); Chartered Financial Analyst.   

1956

333 W. Wacker Drive

Chicago, IL 60606

   Vice President Secretary   

1988

  
        

 

(1)

The Board of Trustees is divided into three classes, Class I, Class II, and Class III, with each being elected to serve until the third succeeding annual shareholders’ meeting subsequent to its election or thereafter in each case when its respective successors are duly elected or appointed, except two board members are elected by the holders of Preferred Shares, when applicable, to serve until the next annual shareholders’ meeting subsequent to its election or thereafter in each case when its respective successors are duly elected or appointed. The year first elected or appointed represents the year in which the board member was first elected or appointed to any fund in the Nuveen complex.

(2)

Matthew Thornton III has been appointed to the Board of Trustees of the Fund as a Class III Trustee, the boards of all other closed-end funds in the Nuveen complex and the Board of Trustees of Nushares ETF Trust, each such appointment effective November 16, 2020. Mr. Thornton has also been nominated for election to the boards of all mutual funds in the Nuveen complex. If Mr. Thornton is elected to the board of each such fund for which he has been nominated and assuming his appointments become effective, Mr. Thornton will oversee all the portfolios in the Nuveen fund complex. Mr. Thornton’s principal occupation and other directorships during the past five years are as follows:

 

Formerly, Executive Vice President and Chief Operating Officer (2018-2019), FedEx Freight Corporation, a subsidiary of FedEx Corporation (“FedEx”) (provider of transportation, e-commerce and business services through its portfolio of companies); formerly, Senior Vice President, U.S. Operations (2006-2018), Federal Express Corporation, a subsidiary of FedEx; formerly, Member of the Board of Directors (2012-2018), Safe Kids Worldwide® (a non-profit organization dedicated to preventing childhood injuries); member of the Board of Directors (since 2014), The Sherwin-Williams Company (develops, manufactures, distributes and sells paints, coatings and related products).

(3)

Officers serve one year terms through August of each year. The year first elected or appointed represents the year in which the Officer was first elected or appointed to any fund in the Nuveen complex.

 

123


LOGO

 

Nuveen:

Serving Investors for Generations

Since 1898, financial professionals and their clients have relied on Nuveen to provide dependable investment solutions through continued adherence to proven, long-term investing principles. Today, we offer a range of high quality solutions designed to be integral components of a well-diversified core portfolio.

Focused on meeting investor needs.

Nuveen is the investment manager of TIAA. We have grown into one of the world’s premier global asset managers, with specialist knowledge across all major asset classes and particular strength in solutions that provide income for investors and that draw on our expertise in alternatives and responsible investing. Nuveen is driven not only by the independent investment processes across the firm, but also the insights, risk management, analytics and other tools and resources that a truly world-class platform provides. As a global asset manager, our mission is to work in partnership with our clients to create solutions which help them secure their financial future.

Find out how we can help you.

To learn more about how the products and services of Nuveen may be able to help you meet your financial goals, talk to your financial professional, or call us at (800) 257-8787. Please read the information provided carefully before you invest. Investors should consider the investment objective and policies, risk considerations, charges and expenses of any investment carefully. Where applicable, be sure to obtain a prospectus, which contains this and other relevant information. To obtain a prospectus, please contact your securities representative or Nuveen, 333 W. Wacker Dr., Chicago, IL 60606. Please read the prospectus carefully before you invest or send money.

Learn more about Nuveen Funds at: www.nuveen.com/closed-end-funds

 

Nuveen Securities, LLC, member FINRA and SIPC | 333 West Wacker Drive Chicago, IL 60606 | www.nuveen.com        EAN-B-0720D
        1316911-INV-Y-09/21


ITEM 2. CODE OF ETHICS.

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There were no amendments to or waivers from the Code during the period covered by this report. The registrant has posted the code of ethics on its website at www.nuveen.com/fund-governance. (To view the code, click on Code of Conduct.)

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

As of the end of the period covered by this report, the registrant’s Board of Directors or Trustees (“Board”) determined that the registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR) serving on its Audit Committee. The registrant’s audit committee financial experts are Carole E. Stone, Jack B. Evans and William C. Hunter, who are “independent” for purposes of Item 3 of Form N-CSR.

Ms. Stone served for five years as Director of the New York State Division of the Budget. As part of her role as Director, Ms. Stone was actively involved in overseeing the development of the State’s operating, local assistance and capital budgets, its financial plan and related documents; overseeing the development of the State’s bond-related disclosure documents and certifying that they fairly presented the State’s financial position; reviewing audits of various State and local agencies and programs; and coordinating the State’s system of internal audit and control. Prior to serving as Director, Ms. Stone worked as a budget analyst/examiner with increasing levels of responsibility over a 30 year period, including approximately five years as Deputy Budget Director. Ms. Stone has also served as Chair of the New York State Racing Association Oversight Board, as Chair of the Public Authorities Control Board, as a Commissioner on the New York State Commission on Public Authority Reform and as a member of the Boards of Directors of several New York State public authorities. These positions have involved overseeing operations and finances of certain entities and assessing the adequacy of project/entity financing and financial reporting. Currently, Ms. Stone is on the Board of Directors of CBOE Holdings, Inc., of the Chicago Board Options Exchange, and of C2 Options Exchange. Ms. Stone’s position on the boards of these entities and as a member of both CBOE Holdings’ Audit Committee and its Finance Committee has involved, among other things, the oversight of audits, audit plans and preparation of financial statements.

Mr. Evans was formerly President and Chief Operating Officer of SCI Financial Group, Inc., a full service registered broker-dealer and registered investment adviser (“SCI”). As part of his role as President and Chief Operating Officer, Mr. Evans actively supervised the Chief Financial Officer (the “CFO”) and actively supervised the CFO’s preparation of financial statements and other filings with various regulatory authorities. In such capacity, Mr. Evans was actively involved in the preparation of SCI’s financial statements and the resolution of issues raised in connection therewith. Mr. Evans has also served on the audit committee of various reporting companies. At such companies, Mr. Evans was involved in the oversight of audits, audit plans, and the preparation of financial statements. Mr. Evans also formerly chaired the audit committee of the Federal Reserve Bank of Chicago.

Mr. Hunter was formerly a Senior Vice President at the Federal Reserve Bank of Chicago. As part of his role as Senior Vice President, Mr. Hunter was the senior officer responsible for all operations of each of the Economic Research, Statistics, and Community and Consumer Affairs units at the Federal Reserve Bank of Chicago. In such capacity, Mr. Hunter oversaw the subunits of the Statistics and Community and Consumer Affairs divisions responsible for the analysis and evaluation of bank and bank holding company financial statements and financial filings. Prior to serving as Senior Vice President at the Federal Reserve Bank of Chicago, Mr. Hunter was the Vice President of the Financial Markets unit at the Federal Reserve Bank of Atlanta where he supervised financial staff and bank holding company analysts who analyzed and evaluated bank and bank holding company financial statements. Mr. Hunter also currently serves on the Boards of Directors of Xerox Corporation and Wellmark, Inc. as well as on the Audit Committees of such Boards. As an Audit Committee member, Mr. Hunter’s responsibilities include, among other things, reviewing financial statements, internal audits and internal controls over financial reporting. Mr. Hunter also formerly was a Professor of Finance at the University of Connecticut School of Business and has authored numerous scholarly articles on the topics of finance, accounting and economics.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Nuveen Preferred & Income Opportunities Fund

The following tables show the amount of fees that KPMG LLP, the Fund’s auditor, billed to the Fund during the Fund’s last two full fiscal years. For engagements with KPMG LLP the Audit Committee approved in advance all audit services and non-audit services that KPMG LLP provided to the Fund, except for those non-audit services that were subject to the pre-approval exception under Rule 2-01 of Regulation S-X (the “pre-approval exception”). The pre-approval exception for services provided directly to the Fund waives the pre-approval requirement for services other than audit, review or attest services if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid by the Fund to its accountant during the fiscal year in which the services are provided; (B) the Fund did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee’s attention, and the Committee (or its delegate) approves the services before the audit is completed.

The Audit Committee has delegated certain pre-approval responsibilities to its Chair (or, in her absence, any other member of the Audit Committee).

SERVICES THAT THE FUND’S AUDITOR BILLED TO THE FUND

 

Fiscal Year Ended

   Audit Fees Billed
to Fund 1
    Audit-Related Fees
Billed to Fund 2
    Tax Fees
Billed to Fund 3
    All Other Fees
Billed to Fund 4
 

July 31, 2020

   $ 28,450     $ 0     $ 0     $ 0  
  

 

 

   

 

 

   

 

 

   

 

 

 
        

Percentage approved pursuant to pre-approval exception

     0     0     0     0
  

 

 

   

 

 

   

 

 

   

 

 

 
        

July 31, 2019

   $ 27,900     $ 0     $ 0     $ 0  
  

 

 

   

 

 

   

 

 

   

 

 

 
        

Percentage approved pursuant to pre-approval exception

     0     0     0     0
  

 

 

   

 

 

   

 

 

   

 

 

 

 

1 “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements.

2 “Audit Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees”. These fees include offerings related to the Fund’s common shares and leverage.

3 “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculation performed by the principal accountant.

4 “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”. These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage.

SERVICES THAT THE FUND’S AUDITOR BILLED TO THE

ADVISER AND AFFILIATED FUND SERVICE PROVIDERS

The following tables show the amount of fees billed by KPMG LLP to Nuveen Fund Advisors, LLC (formerly Nuveen Fund Advisors, Inc.) (the “Adviser”), and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund (“Affiliated Fund Service Provider”), for engagements directly related to the Fund’s operations and financial reporting, during the Fund’s last two full fiscal years.


The tables also show the percentage of fees subject to the pre-approval exception. The pre-approval exception for services provided to the Adviser and any Affiliated Fund Service Provider (other than audit, review or attest services) waives the pre-approval requirement if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid to KPMG LLP by the Fund, the Adviser and Affiliated Fund Service Providers during the fiscal year in which the services are provided that would have to be pre-approved by the Audit Committee; (B) the Fund did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee’s attention, and the Committee (or its delegate) approves the services before the Fund’s audit is completed.

 

Fiscal Year Ended

   Audit-Related Fees
    Billed to Adviser and    
Affiliated Fund Service
Providers
        Tax Fees Billed to    
Adviser and
Affiliated Fund
Service Providers
    All Other Fees
Billed to Adviser
    and Affiliated Fund    
Service Providers
 

July 31, 2020

   $ 0     $ 0     $ 0  
  

 

 

   

 

 

   

 

 

 
      

Percentage approved pursuant to pre-approval exception

     0     0     0
  

 

 

   

 

 

   

 

 

 
      

July 31, 2019

   $ 0     $ 0     $ 0  
  

 

 

   

 

 

   

 

 

 
      

Percentage approved pursuant to pre-approval exception

     0     0     0
  

 

 

   

 

 

   

 

 

 


NON-AUDIT SERVICES

The following table shows the amount of fees that KPMG LLP billed during the Fund’s last two full fiscal years for non-audit services. The Audit Committee is required to pre-approve non-audit services that KPMG LLP provides to the Adviser and any Affiliated Fund Services Provider, if the engagement related directly to the Fund’s operations and financial reporting (except for those subject to the pre-approval exception described above). The Audit Committee requested and received information from KPMG LLP about any non-audit services that KPMG LLP rendered during the Fund’s last fiscal year to the Adviser and any Affiliated Fund Service Provider. The Committee considered this information in evaluating KPMG LLP ’s independence.

 

Fiscal Year Ended

       Total Non-Audit Fees    
Billed to Fund
     Total Non-Audit Fees billed
to Adviser and

Affiliated Fund Service
    Providers (engagements    
related directly to the

operations and financial
reporting of the Fund)
     Total Non-Audit Fees billed
to Adviser and

    Affiliated Fund Service    
Providers (all other
engagements)
             Total          

July 31, 2020

   $ 0      $ 0      $ 0      $ 0  

July 31, 2019

   $ 0      $ 0      $ 0      $ 0  

“Non-Audit Fees billed to Fund” for both fiscal year ends represent “Tax Fees” and “All Other Fees” billed to Fund in their respective amounts from the previous table.

Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit Committee must approve (i) all non-audit services to be performed for the Fund by the Fund’s independent accountants and (ii) all audit and non-audit services to be performed by the Fund’s independent accountants for the Affiliated Fund Service Providers with respect to operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent accountants for the Fund and Affiliated Fund Service Providers (with respect to operations and financial reports of the Fund) such engagements will be (i) pre-approved by the Audit Committee if they are expected to be for amounts greater than $10,000; (ii) reported to the Audit Committee chair for her verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

The registrant’s Board has a separately designated Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78c(a)(58)(A)). As of the end of the period covered by this report, the members of the audit committee are Jack B. Evans, William C. Hunter, John K. Nelson, Judith M. Stockdale and Carole E. Stone, Chair.

ITEM 6. SCHEDULE OF INVESTMENTS.

(a) See Portfolio of Investments in Item 1.

(b) Not applicable.


ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Nuveen Fund Advisors, LLC is the registrant’s investment adviser (also referred to as the “Adviser”). The Adviser is responsible for the on-going monitoring of the Fund’s investment portfolio, managing the Fund’s business affairs and providing certain clerical, bookkeeping and administrative services. The Adviser has engaged NWQ Investment Management Company, LLC (“NWQ”) and Nuveen Asset Management, LLC (“Nuveen Asset Management”) (NWQ and Nuveen Asset Management are collectively referred to as “Sub-Advisers”) as Sub-Advisers to provide discretionary investment advisory services. As part of these services, the Adviser has delegated to each Sub-Adviser the full responsibility for proxy voting and related duties in accordance with each Sub-Adviser’s policies and procedures. The Adviser periodically monitors each Sub-Adviser’s voting to ensure that it is carrying out its duties. Each Sub-Adviser’s proxy voting policies and procedures are attached to this filing as an exhibit and incorporated herein by reference.


ITEM 8.

Nuveen Fund Advisors, LLC is the registrant’s investment adviser (also referred to as the “Adviser”). The Adviser is responsible for the selection and on-going monitoring of the Fund’s investment portfolio, managing the Fund’s business affairs and providing certain clerical, bookkeeping and administrative services. The Adviser has engaged NWQ Investment Management Company, LLC (“NWQ”) and Nuveen Asset Management, LLC (Nuveen Asset Management), (NWQ and Nuveen Asset Management are also collectively referred to as “Sub-Advisers”), each responsible for a portion of the registrant’s portfolio as Sub-Advisers to provide discretionary investment advisory services. The following section provides information on the portfolio managers at each Sub-Adviser:

NUVEEN ASSET MANAGEMENT

 

Item 8(a)(1).

PORTFOLIO MANAGER BIOGRAPHIES

As of the date of filing this report, the following individuals at the Sub-Adviser (the “Portfolio Manager”) have primary responsibility for the day-to-day implementation of the Fund’s investment strategy:

Douglas Baker, CFA, is a Managing Director at Nuveen Asset Management and a portfolio manager for the fund and related preferred security strategies. He is the lead portfolio manager for the preferred securities strategies, as well as a co-portfolio manager for the firm’s multi-sector strategies. Doug is also a member of the Investment Committee, which establishes investment policy for all global fixed income products. He originally joined Nuveen Asset Management in 2006 as a Vice President and Derivatives Analyst, and later that year his responsibilities expanded to include portfolio management duties for the Nuveen Preferred Securities and Income Fund. In addition, he manages Nuveen Asset Management’s derivative overlay group, where he is responsible for implementing derivatives-based hedging strategies across the Nuveen Asset Management complex, as well as managing collateral accounts for several commodity-based strategies.

Brenda A. Langenfeld, CFA, is a Managing Director at Nuveen Asset Management and a portfolio manager for the fund. She is the co-manager of the preferred securities strategy and related institutional portfolios. She is also a co-manager for the real asset income strategy, which invests in income-generating debt and equity securities from both the real estate and infrastructure segments, since 2015. She started working in the financial services industry with FAF Advisors, Inc. in 2004.

 

Item 8(a)(2).

OTHER ACCOUNTS MANAGED BY PORTFOLIO MANAGERS

In addition to the Fund, as of July 31, 2020, the portfolio managers are also primarily responsible for the day-to-day portfolio management of the following accounts:

 

Portfolio Manager

  

Type of Account
Managed

   Number of
Accounts
    

Assets*

Douglas Baker

   Registered Investment Companies      5      $5.53 billion
   Pooled Accounts      0      $0
   Separately Managed accounts      865      $1.06 billion

Brenda A. Langenfeld

   Registered Investment Companies      6      $7.12 billion
   Pooled Accounts      1      $29.8 million
   Separately Managed accounts      867      $2.02 billion

* Assets are as of July 31, 2020. None of the assets in these accounts are subject to an advisory fee based on performance.


POTENTIAL MATERIAL CONFLICTS OF INTEREST

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one account. More specifically, portfolio managers who manage multiple accounts are presented a number of potential conflicts, including, among others, those discussed below.

The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. Nuveen Asset Management seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most accounts managed by a portfolio manager in a particular investment strategy are managed using the same investment models.

If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one account, an account may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible accounts. To deal with these situations, Nuveen Asset Management has adopted procedures for allocating limited opportunities across multiple accounts.

With respect to many of its clients’ accounts, Nuveen Asset Management determines which broker to use to execute transaction orders, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts, Nuveen Asset Management may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, Nuveen Asset Management may place separate, non-simultaneous, transactions for a Fund and other accounts which may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Fund or the other accounts.

Some clients are subject to different regulations. As a consequence of this difference in regulatory requirements, some clients may not be permitted to engage in all the investment techniques or transactions or to engage in these transactions to the same extent as the other accounts managed by a portfolio manager. Finally, the appearance of a conflict of interest may arise where Nuveen Asset Management has an incentive, such as a performance-based management fee, which relates to the management of some accounts, with respect to which a portfolio manager has day-to-day management responsibilities.

Conflicts of interest may also arise when the Sub-Adviser invests one or more of its client accounts in different or multiple parts of the same issuer’s capital structure, including investments in public versus private securities, debt versus equity, or senior versus junior/subordinated debt, or otherwise where there are different or inconsistent rights or benefits. Decisions or actions such as investing, trading, proxy voting, exercising, waiving or amending rights or covenants, workout activity, or serving on a board, committee or other involvement in governance may result in conflicts of interest between clients holding different securities or investments. Generally, individual portfolio managers will seek to act in a manner that they believe serves the best interest of the accounts they manage. In cases where a portfolio manager or team faces a conflict among its client accounts, it will seek to act in a manner that it believes best reflects its overall fiduciary duty, which may result in relative advantages or disadvantages for particular accounts.


Nuveen Asset Management has adopted certain compliance procedures which are designed to address these types of conflicts common among investment managers. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

 

Item 8(a)(3).

FUND MANAGER COMPENSATION

As of the most recently completed fiscal year end, the primary portfolio managers’ compensation is as follows:

Portfolio managers are compensated through a combination of base salary and variable components consisting of (i) a cash bonus; (ii) a long-term performance award; and (iii) participation in a profits interest plan.

Base salary. A portfolio manager’s base salary is determined based upon an analysis of the portfolio manager’s general performance, experience and market levels of base pay for such position.

Cash bonus. A portfolio manager is eligible to receive an annual cash bonus that is based on three variables: risk-adjusted investment performance relative to benchmark generally measured over the most recent three and five year periods (unless the portfolio manager’s tenure is shorter), ranking versus Morningstar peer funds generally measured over the most recent three and five year periods (unless the portfolio manager’s tenure is shorter), and management and peer reviews.

Long-term performance award. A portfolio manager is eligible to receive a long-term performance award that vests after three years. The amount of the award when granted is based on the same factors used in determining the cash bonus. The value of the award at the completion of the three-year vesting period is adjusted based on the risk-adjusted investment performance of Fund(s) managed by the portfolio manager during the vesting period and the performance of the TIAA organization as a whole.

Profits interest plan. Portfolio managers are eligible to receive profits interests in Nuveen Asset Management and its affiliate, Teachers Advisors, LLC, which vest over time and entitle their holders to a percentage of the firms’ annual profits. Profits interests are allocated to each portfolio manager based on such person’s overall contribution to the firms.

There are generally no differences between the methods used to determine compensation with respect to the Fund and the Other Accounts shown in the table above.

 

Item 8(a)(4).

OWNERSHIP OF JPC SECURITIES AS OF JULY 31, 2020

 

Name of Portfolio

Manager

         None          $1 -$10,000      $10,001-
$50,000
     $50,001-
$100,000
     $100,001-
$500,000
     $500,001-
$1,000,000
     Over
$1,000,000
 

Doug Baker

   X                                                                                                                                                                        

Brenda A. Langenfeld

   X                  


NWQ

 

Item 8(a)(1).

PORTFOLIO MANAGER BIOGRAPHIES

As of the date of filing this report, the following individuals at the Sub-Adviser (the “Portfolio Manager”) have primary responsibility for the day-to-day implementation of the Fund’s investment strategy:

Thomas J. Ray, CFA, Managing Director, Co-Head of Fixed Income, Fixed Income Portfolio Manager/Analyst

Prior to joining NWQ in 2015, Tom was a Private Investor. Prior to that, he served as Chief Investment Officer, President and founding member of Inflective Asset Management, a boutique investment firm specializing in convertible securities. Prior to founding Inflective, Tom also served as portfolio manager at Transamerica Investment Management. Tom graduated from University of Wisconsin with a B.B.A in Finance, Investment & Banking and an M.S. in Finance. He holds the Chartered Financial Analyst designation and is a member of the CFA Institute.

Susi Budiman, CFA, Managing Director, Co-Head of Fixed Income, Portfolio Manager/Analyst

Prior to joining NWQ in 2006, Susi was Portfolio Manager for China Life Insurance Company in Taiwan where she managed multi-sector and multi-currency fixed income portfolios with responsibility for over $1.8 billion in assets under management.

Prior to that, she was a currency exchange associate at Fleet National Bank in Singapore covering Asian, Euro, and other major currencies. Susi earned her B.Comm. in Finance from the University of British Columbia and received her M.B.A. in Finance at the Marshall School of Business at the University of Southern California. She earned her Chartered Financial Analyst designation from the CFA Institute in 2006 and is a member of the Los Angeles Society of Financial Analysts. She also earned her Financial Risk Manager designation in 2003.

 

Item 8(a)(2).

OTHER ACCOUNTS MANAGED BY PORTFOLIO MANAGERS

 

     Thomas J. Ray     Susi Budiman  

(a) RICs

    

    Number of accts

     5       3  

    Assets ($000s)

   $ 2.02 billion     $ 1.68 billion  

(b) Other pooled accts

    

Performance fee pooled accts

     0       0  

Non-performance fee accts

    

    Number of accts

     3       3  

    Assets ($000s)

   $ 2.10 billion     $ 2.10 billion  

(c) Other

    

Non-performance fee accts

    

    Number of accts

     1049       1046  

    Assets ($000s)

   $ 1.03 billion   $ 880 million

Performance fee accts

    

    Number of accts

     0       0  

    Assets ($000s)

     0       0  
*

includes approximately $118.5 billion in model-based assets as of 7/31/20


POTENTIAL MATERIAL CONFLICTS OF INTEREST

Actual or perceived conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one account. More specifically, portfolio managers who manage multiple accounts are presented with the following potential conflicts, which are not intended to be an exhaustive list:

 

   

The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. NWQ seeks to manage such competing interests for the time and attention of the portfolio manager by utilizing investment models for the management of most investment strategies.

 

   

If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one account, an account may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible accounts. To deal with these situations, NWQ has adopted procedures for allocating limited opportunities across multiple accounts.

 

   

With respect to many of its clients’ accounts, NWQ determines which broker to utilize when placing orders for execution, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts, NWQ may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, NWQ may place separate transactions for certain accounts which may temporarily affect the market price of the security or the execution of the transactions, or both, to the detriment of other accounts. NWQ seeks to minimize market impact by using its discretion in releasing orders in a manner which seeks to cause the least possible impact while keeping within the approximate price range of the discretionary block trade.

 

   

Finally, the appearance of a conflict of interest may arise where NWQ has an incentive, such as a performance-based management fee, which relates to the management of some accounts, with respect to which the portfolio manager has day-to-day management responsibilities. NWQ periodically performs a comparative analysis of the performance between accounts with performance fees and those without performance fees.


NWQ has adopted certain compliance procedures which are designed to address these types of conflicts common among investment managers. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

 

Item 8(a)(3).

FUND MANAGER COMPENSATION

As of the most recently completed fiscal year end, the primary portfolio managers’ compensation is as follows:

NWQ’s philosophy is to provide performance-based and market-competitive compensation, while mitigating inappropriate or excessive risk taking. There are three primary components of compensation: (1) base and benefits, (2) annual cash award, and (3) equity-like performance-based plans.

Base pay is determined based upon an analysis of the employee’s general performance, experience, and market levels of base pay for such positions. Base salary and annual variable compensation targets are reviewed annually, while other benefit plans are periodically reviewed to ensure competitiveness.

The variable compensation is an annual cash award that can be a multiple of the base salary. NWQ’s annual variable compensation program includes both subjective and objective criteria with emphasis placed on sustained, long-term performance. The subjective portion of the incentive compensation is based on a qualitative evaluation made by each investment professional’s supervisor taking into consideration a number of factors, including the investment professional’s team collaboration, expense management, support of personnel responsible for asset growth, and his or her compliance with NWQ’s policies and procedures.

Senior employees participate in equity-like profits interest plans, which provide a meaningful opportunity to participate in the long-term success of the business. These profits interests vest over time and entitle participants to a percentage of NWQ’s annual profitability, enabling employees to participate in the growth of the overall value of NWQ. These awards allow participants to benefit directly from the financial performance and growth of NWQ over time and ensure that they have a strong alignment of interests with the firm’s clients over the long term. The profits interests are designed to provide senior personnel with strong incentives to remain with the firm and participate in its success and include non-compete and non-solicitation terms. Additional details regarding the program are proprietary.

 

Item 8(a)(4).

OWNERSHIP OF JPC SECURITIES AS OF JULY 31, 2020

 

Name of Portfolio

Manager

         None            $1 - $10,000      $10,001-
    $50,000    
     $50,001-
$100,000
     $100,001-
$500,000
     $500,001-
$1,000,000
     Over $1,000,000  

Thomas J. Ray

                                                             X              

Susi Budiman

     X                                                                                                                        


ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board implemented after the registrant last provided disclosure in response to this Item.

ITEM 11. CONTROLS AND PROCEDURES.

 

  (a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15 (b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (17 CFR 240.13a-15(b) or 240.15d-15 (b)).

 

  (b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.


ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 13. EXHIBITS.

File the exhibits listed below as part of this Form.

(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not applicable because the code is posted on registrant’s website at www.nuveen.com/fund-governance and there were no amendments during the period covered by this report. (To view the code, click on Code of Conduct.)

(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) in the exact form set forth below: Ex-99.CERT Attached hereto.

(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the 1940 Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

(a)(4) Change in the registrant’s independent public accountant. Not applicable.

(b) If the report is filed under Section  13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the 1940 Act (17 CFR 270.30a-2(b)); Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)), and Section  1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for purposes of Section  18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Ex-99.906 CERT attached hereto.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Nuveen Preferred & Income Opportunities Fund

 

By (Signature and Title)   

/s/ Gifford R. Zimmerman

  
   Gifford R. Zimmerman   
   Vice President and Secretary   
Date: October 7, 2020   

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)   

/s/ David J. Lamb

  
   David J. Lamb   
   Chief Administrative Officer   
   (principal executive officer)   
Date: October 7, 2020   
By (Signature and Title)   

/s/ E. Scott Wickerham

  
   E. Scott Wickerham   
   Vice President and Controller   
   (principal financial officer)   
Date: October 7, 2020   

Exhibit 99.CERT

CERTIFICATION

I, David J. Lamb, certify that:

1. I have reviewed this report on Form N-CSR of Nuveen Preferred & Income Opportunities Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  (a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  (d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  (b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 7, 2020      

/s/ David J. Lamb

      David J. Lamb
      Chief Administrative Officer
      (principal executive officer)


CERTIFICATION

I, E. Scott Wickerham, certify that:

1. I have reviewed this report on Form N-CSR of Nuveen Preferred & Income Opportunities Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  (a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  (d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  (b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 7, 2020      

/s/ E. Scott Wickerham

      E. Scott Wickerham
      Vice President and Controller
      (principal financial officer)

Exhibit 99.906CERT

Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002; provided by the Chief Executive Officer and Chief Financial Officer, based on each such officer’s knowledge and belief.

The undersigned officers of Nuveen Preferred & Income Opportunities Fund (the “Fund”) certify that, to the best of each such officer’s knowledge and belief:

 

  1.

The Form N-CSR of the Fund for the period ended July 31, 2020 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.

 

Date: October 7, 2020      
     

/s/ David J. Lamb

      David J. Lamb
      Chief Administrative Officer
      (principal executive officer)
     

/s/ E. Scott Wickerham

      E. Scott Wickerham
      Vice President, Controller
      (principal financial officer)

NWQ INVESTMENT MANAGEMENT COMPANY, LLC

PROXY VOTING POLICY AND PROCEDURES

POLICY PURPOSE

Rule 206(4)-6 (the “Rule”) of the Investment Advisers Act of 1940 (Advisers Act”) provides that “it is a fraudulent, deceptive, or manipulative act, practice or course of business within the meaning of section 206(4) of the Act for an investment adviser to exercise voting authority with respect to client securities, unless (i) the adviser has adopted and implemented written policies and procedures that are reasonably designed to ensure that the adviser votes proxies in the best interest of its clients, (ii) the adviser describes its proxy voting procedures to its clients and provides copies on request, and (iii) the adviser discloses to clients how they may obtain information on how the adviser voted their proxies.”

POLICY STATEMENT

When NWQ Investment Management Company, LLC (“NWQ”) has proxy voting authority, NWQ has a fiduciary duty to vote proxies in its Clients’ best interests and must not subrogate Client interests to its own.

POLICY APPLICABILITY

NWQ’s Proxy Voting Policy and Procedures (“Policy”) applies to securities held in Client Accounts over which NWQ has voting authority, directly or indirectly.

POLICY ENFORCEMENT

NWQ, the Nuveen Responsible Investing team (“RI Team”), and Nuveen US Client Services carry out proxy voting and/or administrative functions on behalf of NWQ and are expected to comply with applicable laws and regulations and applicable policies and procedures. Violations of this Policy may result in disciplinary action up to and including termination of employment.

TERMS AND DEFINITIONS

Clients / Client Accounts

Accounts over which NWQ has proxy voting authority, directly or indirectly.

 

1


Conflicts Of Interest

Voting proxies whereby the following relationships or circumstances are deemed to give rise to a Conflict of Interest for purposes of this Policy:

Firm Conflicts of Interest

 

   

The issuer is an institutional separate account client.

 

   

The issuer is a wrap sponsor in whose program NWQ participates as an investment manager.

 

   

The issuer is an entity in which an NWQ employee or a Relative of any NWQ employee is an executive officer or director of such issuer.

Service Provider Conflicts of Interest

Service Providers who have notified NWQ that they, or their affiliate(s), have a relationship with a corporate issuer, an entity acting as a primary shareholder proponent or another party. Such relationship includes, but is not limited to, the products and services provided to, and the revenue obtained from, such entity.

Other

Any other circumstance that NWQ determines could materially compromise its duty to serve its Clients’ best interests.

Indirect Proxy Voting Authority

Indirect proxy voting authority exists where NWQ’s authority is implied by a general delegation of investment authority without reservation of proxy voting authority.

Program Sponsors

Program Sponsors are broker-dealers which select third-party investment advisers to provide investment advice to Client Accounts on a discretionary basis.

Relative

A relative includes, whether or not living in the same household, children; stepchildren; grandchildren; parent; stepparents; grandparents; spouses; siblings; mother-, father-, son-, daughter-, brother- or sister-in-law; any person related by adoption, and any individual economically dependent on the employee, as well as significant others living in the same household, including domestic partnerships (registered or unregistered) or civil unions.

Service Provider(s)

Service providers are independent third-party vendors who provide proxy voting administrative, research and/or recordkeeping services.

 

2


ROLES, RESPONSIBILITIES AND GOVERNANCE

Proxy Voting Committee (the “Committee”)

NWQ has established a Proxy Voting Committee (“Committee”) to provide centralized management of the proxy voting process. The Committee consists of at least one Co-Head, members from Portfolio Management and/or Equity Research and the Head of Client Portfolio Management as voting members. NWQ’s General Counsel, Chief Compliance Officer, and members of the RI Team, or their designees, participate as non-voting members. The Committee may invite NWQ employees and other interested parties to participate in meetings as applicable. The Committee meets annually or more frequently as required.

The Committee shall:

 

   

Oversee the proxy voting process in respect of securities owned by or on behalf of Clients, including the identification of Conflicts of Interest involving NWQ and those involving its Service Provider(s);

 

   

Review and approval of any Service Provider(s)

 

   

Provide on-going oversight of its Service Provider(s), including but not limited to reviewing periodic diligence to assist the Committee in determining if its Service Provider(s) have/has the ability to identify and manage potential conflicts of interest and to determine if its Service Provider(s) has/have the capacity and the competency to adequately analyze proxy issues, which includes the ability to make voting recommendations based on materially accurate information;

 

   

Determine how to vote proxies relating to issues not covered by this Policy;

 

   

Determine when NWQ may deviate from this Policy; and

 

   

Review all applicable processes and procedures, voting practices, the adequacy of records and the use of third-party services, at least annually, and update or revise as necessary.

Nuveen Responsible Investing team (“RI Team”)

Under the direction of the Committee, the RI Team is responsible for:

 

  1)   The day-to-day administration of the NWQ’s proxy voting processes in accordance with their procedures;

 

  2)   Identifying applicable Service Provider Conflicts of Interest based on information provided by the Service Provider(s) and delivering this information to NWQ for consideration;

 

  3)   Casting votes in accordance with NWQ’s instructions.

 

  4)   Performing quarterly monitoring to determine if proxies in which a Conflict of Interest was determined were voted in accordance with the Policy.

 

  5)   Performing an annual proxy vote reconciliation and presenting its findings at the Committee’s annual meeting.

 

  6)   Arranging annual Service Provider due diligence;

 

  7)   Organizing and presiding over the Committee’s annual meeting; and

 

  8)   Providing information and data as the Committee deems necessary.

Nuveen US Client Services

The Nuveen US Client Services team is responsible for furnishing Clients with responses to standard requests on how NWQ voted proxies on behalf of their Client Accounts. In addition,

 

3


team is responsible for responding to Client ad-hoc proxy voting requests as well as requests for NWQ’s Policy. The team is also responsible for notifying the NWQ’s CCO of any ad-hoc voting or Policy requests. Furthermore, the team maintains all written requests from Clients and any written response to either a written or oral request in accordance with their procedures.

Nuveen Global Investment Operations (“NGIO”)

NGIO is responsible for casting votes in accordance with NWQ’s instructions for certain Client Accounts for which the RI Team does not cast votes.

Chief Compliance Officer (“CCO”)

The CCO, or designee, is responsible for periodically monitoring compliance with this Policy and will report all material violations to the Policy Owner. The CCO will also provide guidance to the Policy Leader and Policy Owner, as applicable, with respect to this Policy. Furthermore, NWQ’s CCO, or designee, is responsible for annually reviewing the NWQ’s Proxy Notice contained in NWQ’s Form ADV Part 2A.

Compliance

Compliance, under the oversight of the CCO, will periodically identify Conflicts of Interest and provide this information to the RI Team. Compliance shall also review the RI Team’s quarterly conflicts monitoring.

Policy Leader (NWQ’s Designated Equity Research Analyst)

The Policy Owner has designated a member of NWQ’s Equity Analyst team as Policy Leader. The Policy Leader, under the oversight of the Policy Owner and in consultation with the CCO, or designee, is responsible for the following functions with respect to this Policy: i) development, ii) implementation, iii) and maintenance.

Policy Owner (NWQ’s Proxy Committee)

NWQ has designated its Proxy Committee as the Policy Owner. The Policy Owner is responsible for determining the appropriate oversight and infrastructure for implementing and administering the Policy. The Policy Owner is also responsible overseeing the Policy Leader and approving amendments to the Policy. Furthermore, the Policy Owner is responsible for Policy enforcement, including but not limited to, addressing material violations.

POLICY REQUIREMENTS

General

NWQ shall vote proxies in respect of securities owned by or on behalf of a Client in the Client’s best interest and will not subrogate Client interests to its own.

Unless NWQ otherwise determines, and documents the basis for its decision, or as otherwise provided below, the Committee shall generally cause proxies to be voted in a manner consistent with the recommendations of its primary Service Provider, Institutional Shareholder Services, Inc. (“ISS”), which are based on ISS’s standard guidelines. NWQ may also from time to time consider research and voting recommendations provided by other Service Providers in making its voting

 

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decisions. In select other cases, NWQ may agree to vote proxies for a particular Client Account in accordance with the Service Provider’s recommendations or guidelines selected by the Client, such as the AFL-CIO Guidelines. Clients may opt to vote proxies themselves or to have proxies voted by a Service Provider or other named fiduciary or agent, at the Client’s cost.

As a general matter, unless otherwise restricted, NWQ reserves the right to override ISS’s recommendations or the recommendations of any other Service Provider in any situation where it believes that following such recommendations is not in its Client’s best interest.

NWQ may determine not to vote in respect of securities of any issuer if it determines it would be in its Clients’ overall best interest not to vote. Such determinations may apply in respect of all Client holdings of the securities or only certain specified Clients, as NWQ deems appropriate under the circumstances.

Generally, NWQ does not intend to vote proxies associated with the securities of any issuer if as a result of voting, the issuer restricts such securities from being transacted (“share blocking” is carried out in a few non-U.S. jurisdictions). However, NWQ may decide, on an individual security basis that it is in the best interest of its Clients for NWQ to vote the proxy associated with such a security, taking into account the loss of liquidity. NWQ may also decline to vote proxies in other instances, including but not limited to, de minimis number of shares held, timing issues pertaining to the opening and closing of accounts, potential adverse impact on the portfolio of voting such proxy, logistical or other considerations related to non-U.S. issuers (such as in POA markets), or based on particular contractual arrangements with Clients or Program Sponsors.

In addition, NWQ may decline to vote proxies where the voting would in NWQ’s judgment result in some other financial, legal, regulatory disability or burden to NWQ or the Client (such as imputing control with respect to the issuer) or the Program Sponsor.

Generally, NWQ will vote all eligible proxies received. Eligibility is based upon ownership at record date which is determined by the issuer. To the extent that NWQ receives proxies for securities that are transferred into a client’s portfolio that were not recommended or selected by NWQ and are sold or expected to be sold promptly in an orderly manner (“legacy securities”), NWQ will generally refrain from voting such proxies. In such circumstances, since legacy securities are expected to be sold promptly, voting proxies on such securities would not further the Client’s best interest. NWQ may consider an institutional client’s special request to vote a legacy proxy, and, if agreed, would vote such proxy in accordance with the provisions of this Policy.

It is the responsibility of the custodian appointed by the Client, or the Program Sponsor in the case of an SMA, to ensure proxies are generated sufficiently in advance of the relevant meeting to allow NWQ adequate time to vote its Clients’ proxies.

Proxies received after the termination date of a Client relationship will generally not be voted. Exceptions may be made from time to time, such as when the record date is for a period in which the Client’s Account was under management.

 

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A Program Sponsor, a broker or a custodian, may provide NWQ with notice of proxies in the aggregate, rather than on the underlying account-level. Since NWQ is not afforded underlying account-level transparency in such instances, it must vote such proxies based on the information it receives from the Program Sponsor, broker or custodian, and consequently may be unable to reconcile proxies voted to the underlying-account level.

NWQ discloses a summary of its proxy voting practices as well as how a client may obtain a copy of this Policy or information on how NWQ voted a client’s securities in its Form ADV Part 2A.

Conflicts of Interest

When NWQ has identified a Firm Conflict of Interest, if the matter is covered by an ISS recommendation, the Committee shall cause proxies to be voted in accordance with the applicable ISS recommendation.

When NWQ has identified a Firm Conflict of Interest and the matter is not covered by ISS, NWQ may:

 

  (i)   vote in accordance with the recommendation of an alternative Service Provider; or

 

  (ii)   disclose the conflict to the Client, obtain the Client’s consent to vote, make the proxy voting determination itself and document the basis for such determination; or

 

  (iii)   resolve the conflict in such other manner as NWQ believes is appropriate, including by making its own determination that a particular vote is, notwithstanding the conflict, in the Client’s best interest.

Additionally, NWQ is required to consider any actual or perceived Service Provider Conflicts of Interest when informed by the Service Provider(s) that it has a relationship with the issuer, including, but not limited to, the products and services provided to, and the revenue obtained from, the issuer. When a Service Provider Conflict of Interest has been identified based on a relationship between a Service Provider or its affiliates and a corporate issuer, an entity acting as a primary shareholder proponent, or another party, NWQ may choose not to vote in accordance with its Service Provider’s recommendation when NWQ determines such recommendation is not its Client’s best interests. NWQ’s Service Provider(s) has/have established protocols to identify and provide notice regarding such Service Provider Conflicts of Interest.

Furthermore, NWQ adheres to the baseline standards and guiding principles governing client and employee conflicts as outlined in the TIAA Conflicts of Interest Policy to assist NWQ in identifying, escalating and addressing proxy voting conflicts in a timely manner.

VIOLATION REPORTING

NWQ, the RI Team and Nuveen US Client Services are required to report all violations of this Policy to NWQ’s Chief Compliance Officer, or designee.

 

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RECORDKEEPING AND RETENTION

NWQ, or its designee, shall retain records relating to the voting of proxies as required under Section 204-2 of the Investment Advisers Act of 1940, as amended.

RELATED POLICIES

 

   

TIAA Conflicts of Interest Policy

REVIEWS AND APPROVALS

This Policy will be reviewed at least annually and will be updated sooner if changes are deemed necessary by the Policy Leader.

 

Effective Date    July 6, 2020
Approval Date    July 6, 2020
Last Review Date    February 2019
Review Cycle    Annual
Approver(s)    NWQ’s Proxy Committee
Policy Owner    NWQ’s Proxy Committee
Policy Leader    NWQ’s Equity Research Analyst as designated by the Committee
Criticality Rating    Moderate

 

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Nuveen Asset Management, LLC

Proxy Voting Policies and Procedures

Effective Date: January 1, 2011, as last amended March 05, 2020

 

 

I.    General Principles

A.    Nuveen Asset Management, LLC (“NAM”) is an investment sub-adviser for certain of the Nuveen Funds (the “Funds”) and investment adviser for institutional and other separately managed accounts (collectively, with the Funds, “Accounts”). As such, Accounts may confer upon NAM complete discretion to vote proxies.1

B.    When NAM has proxy voting authority, it is NAM’s duty to vote proxies in the best interests of its clients (which may involve affirmatively deciding that voting the proxies may not be in the best interests of certain clients on certain matters). In voting proxies, NAM also seeks to enhance total investment return for its clients.

C.    If NAM contracts with another investment adviser to act as a sub-adviser for an Account, NAM may delegate proxy voting responsibility to the sub-adviser. Where NAM has delegated proxy voting responsibility, the sub-adviser will be responsible for developing and adhering to its own proxy voting policies, subject to oversight by NAM.

D.    NAM’s Proxy Voting Committee (“PVC”) provides oversight of NAM’s proxy voting policies and procedures, including (1) providing an administrative framework to facilitate and monitor the exercise of such proxy voting and to fulfill the obligations of reporting and recordkeeping under the federal securities laws; and (2) approving the proxy voting policies and procedures.

II.    Policies

The PVC after reviewing and concluding that such policies are reasonably designed to vote proxies in the best interests of clients, has approved and adopted the proxy voting policies (“Policies”) of Institutional Shareholder Services, Inc. (“ISS”), a leading national provider of proxy voting administrative and research services.i As a result, such Policies set forth NAM’s positions on recurring proxy issues and criteria for addressing non-recurring issues. These Policies are reviewed periodically by ISS, and therefore are subject to change. Even though it has adopted the Policies as drafted by ISS, NAM maintains the fiduciary responsibility for all proxy voting decisions.

 

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NAM does not vote proxies where a client withholds proxy voting authority, and in certain non-discretionary and model programs NAM votes proxies in accordance with its Policies in effect from time to time. Clients may opt to vote proxies themselves, or to have proxies voted by an independent third party or other named fiduciary or agent, at the client’s cost. i ISS has separate polices for Taft Hartley plans and it is NAM’s policy to apply the Taft Hartley polices to accounts that are Taft Hartley plans and have requested the application of such policies.

 

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III.    Procedures

A.    Supervision of Proxy Voting. Day-to-day administration of proxy voting may be provided internally or by a third-party service provider, depending on client type, subject to the ultimate oversight of the PVC. The PVC shall supervise the relationships with NAM’s proxy voting services, ISS. ISS apprises Nuveen Global Operations (“NGO”) of shareholder meeting dates, and casts the actual proxy votes. ISS also provides research on proxy proposals and voting recommendations. ISS serves as NAM’s proxy voting record keepers and generate reports on how proxies were voted. NGO periodically reviews communications from ISS to determine whether ISS voted the correct amount of proxies, whether the votes were cast in a timely manner, and whether the vote was in accordance with the Policies or NAM’s specific instructions

B.    General Avoidance of Conflicts of Interest.

1.    NAM believe that most conflicts of interest faced by NAM in voting proxies can be avoided by voting in accordance with the Policies. Examples of such conflicts of interest are as follows:2 

a.    The issuer or proxy proponent (e.g., a special interest group) is TIAA-CREF, the ultimate principal owner of NAM, or any of its affiliates.

b.    The issuer is an entity in which an executive officer of NAM or a spouse or domestic partner of any such executive officer is or was (within the past three years of the proxy vote) an executive officer or director.

c.    The issuer is a registered or unregistered fund or other client for which NAM or another affiliated adviser has a material relationship as investment adviser or sub-adviser (e.g., Nuveen Funds and TIAA Funds) or an institutional separate account.

d.    Any other circumstances that NAM is aware of where NAM’s duty to serve its clients’ interests, typically referred to as its “duty of loyalty,” could be materially compromised.

2.    To further minimize this risk, Compliance will review ISS’ conflict avoidance policy at least annually to ensure that it adequately addresses both the actual and perceived conflicts of interest ISS may face.

 

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A conflict of interest shall not be considered material for the purposes of these Policies and Procedures with respect to a specific vote or circumstance if the matter to be voted on relates to a restructuring of the terms of existing securities or the issuance of new securities or a similar matter arising out of the holding of securities, other than common equity, in the context of a bankruptcy or threatened bankruptcy of the issuer.

 

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3.    In the event that ISS faces a material conflict of interest with respect to a specific vote, the PVC shall direct ISS how to vote. The PVC shall receive voting direction from appropriate investment personnel. Before doing so, the PVC will consult with Legal to confirm that NAM faces no material conflicts of its own with respect to the specific proxy vote.

4.    Where ISS is determined to have a conflict of interest, or NAM determines to override the Policies and is determined to have a conflict, the PVC will recommend to NAM’s Compliance Committee or designee a course of action designed to address the conflict. Such actions could include, but are not limited to:

a.    Obtaining instructions from the affected client(s) on how to vote the proxy;

b.    Disclosing the conflict to the affected client(s) and seeking their consent to permit NAM to vote the proxy;

c.    Voting in proportion to the other shareholders;

e.    Recusing the individual with the actual or potential conflict of interest from all discussion or consideration of the matter, if the material conflict is due to such person’s actual or potential conflict of interest; or

f.    Following the recommendation of a different independent third party.

5.    In addition to all of the above-mentioned and other conflicts, the Head of Equity Research, NGO and any member of the PVC must notify NAM’s Chief Compliance Officer (“CCO”) of any direct, indirect or perceived improper influence exerted by any employee, officer or director of TIAA or its subsidiaries with regard to how NAM should vote proxies. NAM Compliance will investigate any such allegations and will report the findings to the PVC and, if deemed appropriate, to NAM’s Compliance Committee. If it is determined that improper influence was attempted, appropriate action shall be taken. Such appropriate action may include disciplinary action, notification of the appropriate senior managers, or notification of the appropriate regulatory authorities. In all cases, NAM will not consider any improper influence in determining how to vote proxies, and will vote in the best interests of clients.

C.    Proxy Vote Override. From time to time, a portfolio manager of an account (a “Portfolio Manager”) may initiate action to override the Policies’ recommendation for a particular vote. Any such override by a NAM Portfolio Manager (but not a sub-adviser Portfolio Manager)

 

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shall be reviewed by NAM’s Legal Department for material conflicts. If the Legal Department determines that no material conflicts exist, the approval of one member of the PVC shall authorize the override. If a material conflict exists, the conflict and, ultimately, the override recommendation will be rejected and will revert to the original Policies recommendation or will be addressed pursuant to the procedures described above under “Conflicts of Interest.”

In addition, the PVC may determine from time to time that a particular recommendation in the Policies should be overridden based on a determination that the recommendation is inappropriate and not in the best interests of shareholders. Any such determination shall be reflected in the minutes of a meeting of the PVC at which such decision is made.

D.    Securities Lending.

1.    In order to generate incremental revenue, some clients may participate in a securities lending program. If a client has elected to participate in the lending program then it will not have the right to vote the proxies of any securities that are on loan as of the shareholder meeting record date. A client, or a Portfolio Manager, may place restrictions on loaning securities and/or recall a security on loan at any time. Such actions must be affected prior to the record date for a meeting if the purpose for the restriction or recall is to secure the vote.

2.    Portfolio Managers and/or analysts who become aware of upcoming proxy issues relating to any securities in portfolios they manage, or issuers they follow, will consider the desirability of recalling the affected securities that are on loan or restricting the affected securities prior to the record date for the matter. If the proxy issue is determined to be material, and the determination is made prior to the shareholder meeting record date the Portfolio Manager(s) will contact the Securities Lending Agent to recall securities on loan or restrict the loaning of any security held in any portfolio they manage, if they determine that it is in the best interest of shareholders to do so.

E.    Proxy Voting Records. As required by Rule 204-2 of the Investment Advisers Act of 1940, NAM shall make and retain five types of records relating to proxy voting; (1) NAM’s Policies; (2) proxy statements received for securities in client accounts; (3) records of proxy votes cast by NAM on behalf of clients accounts; (4) records of written requests from clients about how NAM voted their proxies, and written responses from NAM to either a written or oral request by clients; and (5) any documents prepared by the adviser that were material to making a proxy voting decision or that memorialized the basis for the decision. NAM relies on ISS to make and retain on NAM’s behalf certain records pertaining to Rule 204-2.

 

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F.    Fund of Funds Provision. In instances where NAM provides investment advice to a fund of funds that acquires shares of affiliated funds or three percent or more of the outstanding voting securities of an unaffiliated fund, the acquiring fund shall vote the shares in the same proportion as the vote of all other shareholders of the acquired fund. If compliance with this procedure results in a vote of any shares in a manner different than the Policies’ recommendation, such vote will not require compliance with the Proxy Vote Override procedures set forth above.

G.    Legacy Securities. To the extent that NAM receives proxies for securities that are transferred into an account’s portfolio that were not recommended or selected by it and are sold or expected to be sold promptly in an orderly manner (“legacy securities”), NAM will generally refrain from voting such proxies. In such circumstances, since legacy securities are expected to be sold promptly, voting proxies on such securities would not further NAM’s interest in maximizing the value of client investments. NAM may agree to an account’s special request to vote a legacy security proxy, and would vote such proxy in accordance with the Policies.

H.    Terminated Accounts. Proxies received after the termination date of an account generally will not be voted. An exception will be made if the record date is for a period in which an account was under NAM’s discretionary management or if a separately managed account (“SMA”) custodian failed to remove the account’s holdings from its aggregated voting list.

I.    Non-votes. NGO shall be responsible for obtaining reasonable assurance from ISS that it voted proxies on NAM’s behalf, and that any special instructions from NAM about a given proxy or proxies are submitted to ISS in a timely manner. It should not be considered a breach of this responsibility if NGO or NAM does not receive a proxy from ISS or a custodian with adequate time to analyze and direct to vote or vote a proxy by the required voting deadline.

NAM may determine not to vote proxies associated with the securities of any issuer if as a result of voting such proxies, subsequent purchases or sales of such securities would be blocked. However, NAM may decide, on an individual security basis that it is in the best interests of its clients to vote the proxy associated with such a security, taking into account the loss of liquidity. In addition, NAM may determine not to vote proxies where the voting would in NAM’s judgment result in some other financial, legal, regulatory disability or burden to the client (such as imputing control with respect to the issuer) or to NAM or its affiliates.

NAM may determine not to vote securities held by SMAs where voting would require the transfer of the security to another custodian designated by the issuer. Such transfer is generally outside the scope of NAM’s authority and may result in significant operational limitations on NAM’s ability to conduct transactions relating to the securities during the period of transfer. From time to time, situations may arise (operational or otherwise) that prevent NAM from voting proxies after reasonable attempts have been made.

 

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J.    Review and Reports.

1.    The PVC shall maintain a review schedule. The schedule shall include reviews of the Policies and the policies of any Sub-adviser engaged by NAM, the proxy voting record, account maintenance, and other reviews as deemed appropriate by the PVC. The PVC shall review the schedule at least annually.

2.    The PVC will report to NAM’s Compliance Committee with respect to all identified conflicts and how they were addressed. These reports will include all accounts, including those that are sub-advised. NAM also shall provide the Funds that it sub-advises with information necessary for preparing Form N-PX.

K.    Vote Disclosure to Clients. NAM’s institutional and SMA clients can contact their relationship manager for more information on NAM’s Policies and the proxy voting record for their account. The information available includes name of issuer, ticker/CUSIP, shareholder meeting date, description of item and NAM’s vote.

IV.    Responsible Parties

PVC

NGO

NAM Compliance

Legal Department

 

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