As filed with the U.S. Securities and Exchange Commission on December 17, 2021
1933 Act File No. 333-253965
1940 Act File No. 811-21449
U.S. SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM N-2
(Check appropriate box or boxes)
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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☐
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Pre-Effective Amendment No.
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☒
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Post-Effective Amendment No. 2
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and/or
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☒
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Nuveen
Municipal High Income Opportunity Fund
(Exact name of Registrant as Specified in Charter)
333 West Wacker Drive, Chicago, Illinois 60606
(Address of Principal Executive Offices)
(Number, Street, City, State,
Zip Code)
(800) 257-8787
(Registrant’s Telephone Number, including Area Code)
Mark L. Winget
Vice President and Secretary
333 West Wacker Drive
Chicago, Illinois 60606
Name and Address (Number, Street, City, State,
Zip Code) of Agent for Service
Copy to:
Thomas S. Harman
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue NW
Washington, DC 20004
Approximate Date
of Proposed Public Offering: From time to time after the effective date of this Registration Statement.
☐ Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest
reinvestment plans.
☒ Check box if any securities being registered on this Form will be offered on a delayed
or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.
☒ Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment
thereto.
☒ Check box if this Form is a registration statement pursuant to General Instruction B or a
post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
☐ Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act.
It is proposed that this filing will become effective (check appropriate box):
☐ when declared effective pursuant to Section 8(c), or as follows:
If appropriate, check the following box:
☐ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
☐ This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the
earlier effective registration statement for the same offering is: .
☐ This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective
registration statement for the same offering is: .
☒ This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective
registration statement for the same offering is: 333-253965.
Check each box that appropriately characterizes the Registrant:
☒ Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of
1940 (“Investment Company Act”)).
☐ Business Development Company (closed-end company that intends
or has elected to be regulated as a business development company under the Investment Company Act).
☐ Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under
Rule 23c-3 under the Investment Company Act).
☒ A.2 Qualified (qualified to register securities pursuant to
General Instruction A.2 of this Form).
☒ Well-Known Seasoned Issuer (as defined by Rule 405 under the
Securities Act).
☐ Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of
1934 (“Exchange Act”).
☐ If an Emerging Growth Company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
☐ New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding
this filing).
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registration Statement on
Form N-2 (File No. 333-253965) of Nuveen Municipal High Income Opportunity Fund (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”),
solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 2 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting
forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 2 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 2
shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART C—OTHER INFORMATION
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Item 25:
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Financial Statements and Exhibits.
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1.
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Contained in Part A:
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Financial Highlights of the Nuveen Municipal High Income Opportunity Fund (the “Fund” or the “Registrant”) for the fiscal years ended October 31, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013, 2012 and
2011.
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Contained in Part B:
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Registrant’s Financial Statements are incorporated in Part B by reference to Registrant’s October
31, 2020 Annual Report (audited) on Form N-CSR as filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) via EDGAR Accession No. 0001821268-21-000012 on January
7, 2021 and to Registrant’s April 30, 2021 Semi-Annual Report (unaudited) on Form N-CSR as filed with the SEC via EDGAR Accession No. 0001821268-21-000314 on July 7, 2021.
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2.
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Exhibits:
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(a)(1)
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Registrant’s Amended and Restated Declaration of Trust dated October
15, 2003 is incorporated herein by reference to Exhibit (a) to the Registrant’s Registration Statement on Form N-2 (File No. 333-109801), as filed with the SEC via EDGAR Accession No. 0001193125-03-063602
on October 17, 2003.
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(a)(2)
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S&P Guidelines and Moody’s Guidelines (Municipal Auction Rate Cumulative Preferred Shares (“Preferred Shares”)) are incorporated
herein by reference to Exhibit (a)(2) to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement
on Form N-2 (File No. 333-111630), as filed with the SEC via EDGAR
Accession No. 0000950134-04-000400 on January 15, 2004.
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(b)
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Amended and Restated By-Laws of Registrant dated October
5, 2020 are incorporated herein by reference to Exhibit (b) to the Registrant’s Registration Statement on Form N-2 (File No.
333-253965), as filed with the SEC via EDGAR Accession No. 0001193125-21-071766 on March 5, 2021.
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(c)
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None.
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(d)
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None.
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(e)
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Terms and Conditions of the Dividend Reinvestment Plan, dated May
18, 2016, is incorporated herein by reference to Exhibit (e) to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-220101), as filed with the SEC via EDGAR Accession No. 0001193125-19-104006 on April
11, 2019.
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(f)
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None.
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(g)(1)
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Investment Management Agreement between the Registrant and Nuveen Fund Advisors, LLC dated October
1, 2014 is incorporated herein by reference to Exhibit (g)(1) to Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-187032), as filed with the SEC via EDGAR Accession No. 0001193125-15-058270 on February 23,
2015.
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(g)(2)
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Continuance of Investment Management Agreement between the Registrant and Nuveen Fund Advisors, LLC dated July 30, 2021 is filed herewith.
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(g)(3)
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Investment Sub-Advisory Agreement between Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC
dated October 1, 2014 is incorporated herein by reference to Exhibit (g)(2) to Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on
Form N-2 (File No. 333-187032), as filed with the SEC via EDGAR Accession No. 0001193125-15-058270 on February 23, 2015.
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(g)(4)
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Notice of Continuance of Investment Sub-Advisory Agreements between Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC dated July 30, 2021 is filed herewith.
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C-1
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(h)(1)
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Distribution Agreement (Common Shares) between the Registrant and Nuveen Securities, LLC dated May
29, 2012 is incorporated herein by reference to Exhibit (h)(1) to Post-Effective Amendment No. 7 to the Registrant’s Registration Statement on Form N-2 (File No. 333-161462), as filed with the SEC via EDGAR Accession No. 0001193125-12-258522 on June
4, 2012.
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(h)(2)
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Dealer Agreement (Common Shares) between Nuveen Securities, LLC and UBS Securities, LLC relating to At-The-Market offerings dated May 29, 2012
is incorporated herein by reference to Exhibit (h)(2) to Post-Effective Amendment No. 7 to the Registrant’s Registration Statement on Form N-2 (File No. 333-161462), as filed with the SEC via EDGAR Accession No. 0001193125-12-258522 on June 4,
2012.
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(h)(3)
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Distribution Agreement Relating to At-the-Market offerings between
the Registrant and Nuveen Securities, LLC dated March 4, 2013 is incorporated by reference herein to Exhibit (h)(5) to Post-Effective Amendment No. 7 to the Registrant’s Registration Statement on Form N-2 (File No. 333-187032), as filed with the SEC via EDGAR Accession No. 0001193125-13-101032 on March 11, 2013.
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(h)(4)
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Dealer Agreement Relating to At-the-Market offerings between
Nuveen Securities, LLC and UBS Securities, LLC dated March 4, 2013 is incorporated herein by reference to Exhibit (h)(6) to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-187032), as filed with the SEC via EDGAR Accession No. 0001193125-13-101032 on March 11, 2013.
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(h)(5)
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Distribution Agreement Relating to At-the-Market Offerings between
the Registrant and Nuveen Securities, LLC dated July 18, 2016 is incorporated herein by reference to Exhibit (h)(7) to Pre-Effective Amendment No. 2 to the Registrant’s
Registration Statement on Form N-2 (File No. 333-211793), as filed with the SEC via EDGAR Accession No. 0001193125-16-707574 on September 12, 2016.
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(h)(6)
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Dealer Agreement Relating to At-the-Market Offerings between
Nuveen Securities, LLC and UBS Securities, LLC dated July 18, 2016 is incorporated herein by reference to Exhibit (h)(8) to Pre-Effective Amendment No. 2 to the Registrant’s
Registration Statement on Form N-2 (File No. 333-211793), as filed with the SEC via EDGAR Accession No. 0001193125-16-707574 on September 12, 2016.
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(h)(7)
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Distribution Agreement Relating to At-the-Market offerings between
the Registrant and Nuveen Securities, LLC dated August 24, 2017 is incorporated herein by reference to Exhibit (h)(9) to Pre-Effective Amendment No. 1 to the
Registrant’s Registration Statement on Form N-2 (File No. 333-220101), as filed with the SEC via EDGAR Accession No. 0001193125-17-285298 on September 14, 2017.
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(h)(8)
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Dealer Agreement Relating to At-the-Market offerings between
Nuveen Securities, LLC and UBS Securities LLC dated September 14, 2017 is incorporated herein by reference to Exhibit (h)(10) to Pre-Effective Amendment No. 1 to the Registrant’s
Registration Statement on Form N-2 (File No. 333-220101), as filed with the SEC via EDGAR Accession No. 0001193125-17-285298 on September 14, 2017.
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(h)(9)
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Distribution Agreement Relating to At-the-Market offerings between
the Registrant and Nuveen Securities, LLC dated February 21, 2020 is incorporated herein by reference to Exhibit (h)(9) to Pre-Effective Amendment No. 1 to the Registrant’s
Registration Statement on Form N-2 (File No. 333-235960), as filed with the SEC via EDGAR Accession No. 0001193125-20-052791 on February 27, 2020.
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(h)(10)
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Dealer Agreement Relating to At-the-Market offerings between
Nuveen Securities, LLC and UBS Securities LLC dated February 27, 2020 is incorporated herein by reference to Exhibit (h)(10) to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-235960), as filed with the SEC via EDGAR Accession
No. 0001193125-20-059121 on March 2, 2020.
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C-2
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(h)(11)
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Distribution Agreement Relating to At-the-Market offerings between the Registrant and Nuveen Securities LLC dated March 5, 2021 is incorporated
herein by reference to Exhibit (h)(11) to the Registrant’s Registration Statement on Form N-2 (File No. 333-253965), as filed with the SEC via EDGAR Accession No. 0001193125-21-072653 on March 8, 2021.
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(h)(12)
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Dealer Agreement Relating to At-the-Market offerings between Nuveen Securities, LLC and UBS Securities LLC dated March 5, 2021 is incorporated
herein by reference to Exhibit (h)(12) to the Registrant’s Registration Statement on Form N-2 (File No. 333-253965), as filed with the SEC via EDGAR Accession No. 0001193125-21-072653 on March 8, 2021.
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(h)(13)
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Distribution Agreement Relating to At-the-Market offerings between the Registrant and Nuveen Securities, LLC dated December 16, 2021 is filed herewith.
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(h)(14)
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Dealer Agreement Relating to At-the-Market offerings between Nuveen Securities, LLC and UBS Securities LLC dated December 17, 2021 is filed herewith.
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(i)
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Amended and Restated Nuveen Open-End and Closed-End
Funds Deferred Compensation Plan for Independent Directors and Trustees, effective May 8, 2020, is incorporated herein by reference to Exhibit (i) to the Registrant’s Registration Statement on Form N-2 (File No. 333-253965), as filed
with the SEC via EDGAR Accession No. 0001193125-21-071766 on March 5, 2021.
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(j)(1)
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Amended and Restated Master Custodian Agreement between the Registrant and State Street Bank and Trust Company dated July
15, 2015 is incorporated herein by reference to Exhibit (j)(1) to the Registrant’s Registration Statement on Form N-2 (File No.
333-211793), as filed with the SEC via EDGAR Accession No. 0001193125-16-611328 on June 2, 2016.
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(j)(2)
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Amendment and revised Appendix A, dated July
31, 2020, to the Amended and Restated Master Custodian Agreement between the Registrant and State Street Bank and Trust Company dated July
15, 2015 is incorporated herein by reference to Exhibit (j)(2) to the Registrant’s Registration Statement on Form N-2 (File No. 333-253965), as filed with the SEC via EDGAR Accession No. 0001193125-21-071766 on March 5, 2021.
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(k)(1)
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Transfer Agency and Service Agreement dated June
15, 2017 between the Registrant and Computershare Inc. and Computershare Trust Company, N.A. is incorporated herein by reference to Exhibit (k)(1) to the Registrant’s Registration Statement on Form N-2 (File
No. 333-220101), as filed with the SEC via EDGAR Accession No. 0001193125-17-264622 on
August 22, 2017.
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(k)(2)
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First Amendment and updated Schedule A, dated September
7, 2017, to the Transfer Agency and Service Agreement dated June
15, 2017 between the Registrant and ComputerShare Inc. and ComputerShare Trust Company, N.A. is incorporated herein by reference to Exhibit (k)(2) to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-220101), as filed with the SEC via EDGAR Accession No.
0001193125-19-104006 on April 11, 2019.
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(k)(3)
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Second Amendment and updated Schedule A, dated February 26, 2018, to the Transfer Agency and Service Agreement dated June
15, 2017 between the Registrant and Computershare Inc. and Computershare Trust Company, N.A. is incorporated herein by reference to Exhibit (k)(3) to the Registrant’s Registration Statement on Form N-2 (File No. 333-253965), as filed with the SEC via
EDGAR Accession No. 0001193125-21-071766 on March 5, 2021.
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(k)(4)
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Third Amendment and updated Schedule A, dated May 11, 2020, to the Transfer Agency and Service Agreement dated June
15, 2017 between the Registrant and Computershare Inc. and Computershare Trust Company, N.A. is incorporated herein by reference to Exhibit (k)(4) to the Registrant’s Registration Statement on Form N-2 (File No.
333-253965), as filed with the SEC via EDGAR Accession No. 0001193125-21-071766 on March 5, 2021.
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(l)(1)
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Consent of Morgan, Lewis
& Bockius LLP is incorporated herein by reference to Exhibit (l)(1) to the Registrant’s Registration Statement on Form N-2 (File No. 333-253965), as filed with the SEC via EDGAR Accession No. 0001193125-21-071766 on March 5,
2021.
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(l)(2)
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Opinion of Morgan, Lewis
& Bockius LLP is incorporated herein by reference to Exhibit (l)(2) to the Registrant’s Registration Statement on Form N-2 (File No. 333-253965), as filed with the SEC via EDGAR Accession No. 0001193125-21-071766 on March 5, 2021.
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C-3
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(m)
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None.
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(n)
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Consent of KPMG LLP is filed herewith.
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(o)
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None.
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(p)
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Subscription Agreement of Nuveen Advisory Corp. (now, Nuveen Fund Advisors, LLC) dated November
3, 2003 is incorporated herein by reference to Exhibit (p) to Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-109801), as filed with the SEC via EDGAR Accession No. 0001193125-03-083423
on November 18, 2003.
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(q)
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None.
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(r)(1)
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Code of Ethics and Reporting Requirements of Nuveen (including affiliated entities) and the Nuveen Funds, as amended August 9, 2021, is filed herewith.
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(r)(2)
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Code of Ethics for the Independent Trustees of Nuveen Funds, as last amended May
23, 2019, is incorporated herein by reference to Exhibit (r)(2) to the Registrant’s Registration Statement on Form N-2 (File No.
333-235960), as filed with the SEC via EDGAR Accession No. 0001193125-20-009999 on January 17, 2020.
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(s)
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Powers of Attorney for Mses. Lancellotta, Medero, Stockdale, Stone and Wolff and Messrs. Toth, Evans, Hunter, Moschner, Nelson, Young and Thornton dated August 10, 2021 are filed herewith.
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Item 26:
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Marketing Arrangements.
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See relevant Sections of the Distribution Agreement and Dealer Agreement filed as Exhibits (h)(13) and (h)(14), respectively, to this Registration Statement.
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Item 27:
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Other Expenses of Issuance and Distribution.
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Printing and Engraving Fees
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$
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4,000
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Legal Fees
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$
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25,000
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Accounting Fees
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$
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5,500
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Stock Exchange Listing Fees
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$
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2,500
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Securities and Exchange Commission Registration Fees
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$
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42,000
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Miscellaneous Fees
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$
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6,000
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$
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85,000
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Item 28:
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Persons Controlled by or under Common Control with Registrant.
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Not applicable.
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Item 29:
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Number of Holders of Securities.
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As of November 30, 2021:
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Title of Class
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Number of Record Holders
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Common Shares, $0.01 par value
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24,596
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Preferred Shares, $0.01 par value
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2
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Total
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24,598
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Item 30:
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Indemnification.
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Article XII, Section 4 of the Registrant’s Declaration of Trust provides as follows:
Article XII, Section 4: Indemnification Subject to the exceptions and limitations contained in this Section 4, every person who is, or has been, a
Trustee, officer, employee or agent of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which
C-4
the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”), shall be indemnified by the Trust to the fullest extent permitted by
law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee,
director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided
hereunder to a Covered Person:
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(a)
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against any liability to the Trust or its Shareholders by reason of a final adjudication by the court or other body before which the
proceeding was brought that he engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office;
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(b)
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with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that
his action was in the best interests of the Trust; or
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(c)
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in the event of a settlement or other disposition not involving a final adjudication (as provided in paragraph (a) or (b)) and resulting
in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office by
the court or other body approving the settlement or other disposition or a reasonable determination, based on a review of readily available facts (as opposed to a full trial-type inquiry), that he did not engage in such conduct:
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(i) by a vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of
the Disinterested Trustees then in office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not
affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a
person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel other than Covered Persons may be entitled by contract or otherwise under law.
Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 4 shall be advanced by the Trust prior to
final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising
out of any such advances; or
(b) a majority of the Disinterested Trustees acting on the matter (provided that a majority of
the Disinterested Trustees then in office act on the matter) or independent legal counsel in a written opinion shall determine, based upon a review of the readily available facts (as opposed to a full trial-type inquiry), that there is reason to
believe that the recipient ultimately will be found entitled to indemnification.
As used in this Section 4, a “Disinterested
Trustee” is one (x) who is not an Interested Person of the Trust (including anyone, as such Disinterested Trustee, who has been exempted from being an Interested Person by any rule, regulation or order of the Commission), and
(y) against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending.
As used in this Section 4, the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions, suits, proceedings (civil, criminal,
administrative or other, including appeals), actual or threatened; and the words “liability” and “expenses” shall include without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties
and other liabilities.
C-5
The trustees and officers of the Registrant are covered by Joint errors and omissions insurance policies against
liability and expenses of claims of wrongful acts arising out of their position with the Registrant and other Nuveen funds, subject to such policies’ coverage limits, exclusions and retention.
Section 4 of the Dealer Agreement filed as Exhibit h.10 to this Registration Statement provides for each of the parties thereto, including the Registrant
and the Underwriters, to indemnify the others, their trustees, directors, certain of their officers, trustees, directors and persons who control them against certain liabilities in connection with the offering described herein, including liabilities
under the federal securities laws.
Insofar as indemnification for liability arising under the Securities Act of 1933 (the “1933 Act”), may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of
such issue.
|
Item 31:
|
Business and Other Connections of Investment Adviser and Sub-Adviser.
|
Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors”) manages the Registrant and serves as investment adviser or manager to other open-end and
closed-end management investment companies and to separately managed accounts. The principal business address for all of these investment companies and the persons named below is 333 West Wacker Drive, Chicago, Illinois 60606.
A description of any other business, profession, vocation or employment of a substantial nature in which the directors and officers of Nuveen Fund Advisors,
the Fund’s investment adviser, who serve as officers or Trustees of the Fund have engaged during the last two years for his or her account or in the capacity of director, officer, employee, partner or trustee appears under
“Management” in the Statement of Additional Information. Such information for the remaining senior officers appears below:
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|
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|
|
Name and Position with Nuveen Fund Advisors
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Other Business, Profession, Vocation or
Employment During Past Two Years
|
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Oluseun Salami, Executive Vice President and Chief Financial Officer
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Director (since 2020) NIS/R&T, Inc.; Senior Vice President and Chief Financial Officer, Nuveen Alternative Advisors LLC (since 2020),
Nuveen, LLC (since 2020), Teachers Advisors, LLC (since 2020), TIAA-CREF Asset Management LLC (since 2020) and TIAA-CREF Investment Management, LLC (since 2020); Senior Vice President, Chief Financial Officer, Business Finance and Planning (since
2020) Chief Accounting Officer (2019), Senior Vice President, Corporate Controller (2018-2020), Teachers Insurance and Annuity Association of America, Senior Vice President, Corporate Controller, College Retirement Equities Fund, TIAA Board of
Overseers, TIAA Separate Account VA-1, TIAA-CREF Funds, TIAA-CREF Life Funds (2018-2020).
|
C-6
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Name and Position with Nuveen Fund Advisors
|
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Other Business, Profession, Vocation or
Employment During Past Two
Years
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Megan Sendlak, Managing Director and Controller
|
|
Managing Director and Controller (since 2020) of Nuveen Alternatives Advisors LLC, Nuveen Asset Management, LLC, Nuveen Investments, Inc., Teachers Advisors, LLC and TIAA-CREF
Investment Management, LLC; Managing Director and Controller (since 2020), formerly, Vice President and Corporate Accounting Director (2018-2020) of Nuveen, LLC; Managing Director and Controller (since 2021) of NIS/R&T, INC.; Vice President and
Controller of NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC and Winslow Capital Management, LLC.
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Michael A. Perry, Executive Vice President
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Co-Chief Executive Officer (since April 2019), formerly, Executive Vice President (2017-2019); formerly, Managing Director (2015-2017) of Nuveen Securities; and Executive Vice
President (since 2017) of Nuveen Alternative Investments, LLC.
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Erik Mogavero, Managing Director and Chief Compliance Officer
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Formerly employed by Deutsche Bank (2013- 2017) as Managing Director, Head of Asset Management and Wealth Management Compliance for the
Americas region and Chief Compliance Officer of Deutsche Investment Management Americas.
|
Nuveen Asset Management, LLC (“Nuveen Asset Management”) currently serves as sub-adviser to the Fund and as an
investment adviser or sub-adviser to certain other open-end and closed-end funds and as investment adviser to separately managed accounts. The address for Nuveen Asset Management is 333 West Wacker Drive, Chicago, Illinois 60606. See
“Investment Adviser, Sub-Adviser and Portfolio Manager” in Part B of the Registration Statement.
Set forth below is a list of each
director and officer of Nuveen Asset Management, indicating each business, profession, vocation or employment of a substantial nature in which such person has been, at any time during the past two fiscal years, engaged for his or her own account or
in the capacity of director, officer, partner or trustee.
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|
Name and Position with Nuveen Asset Management
|
|
Other Business, Profession, Vocation or
Employment During Past Two
Years
|
|
William T. Huffman, President
|
|
Executive Vice President (since 2020) of Nuveen Securities, LLC and Nuveen, LLC; President, Nuveen Investments, Inc. (since 2020), Teachers Advisors, LLC and TIAA-CREF Investment
Management, LLC (since 2019); Senior Managing Director (since 2019) of Nuveen Alternative Advisors LLC; Chairman (since 2019) of Churchill Asset Management LLC.
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|
Stuart J. Cohen, Managing Director and Head of Legal
|
|
Managing Director and Assistant Secretary (since 2002) of Nuveen Securities, LLC; Managing Director (since 2007) and Assistant Secretary
(since 2003) of Nuveen Fund Advisors, LLC; Vice President (since 2007) and Assistant Secretary (since 2006) of Santa Barbara Asset Management, LLC; Vice President and Assistant Secretary (since 2008) of Winslow Capital Management,
LLC.
|
C-7
|
|
|
|
|
Name and Position with Nuveen Asset Management
|
|
Other Business, Profession, Vocation or
Employment During Past Two Years
|
|
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|
Travis M. Pauley, Managing Director and Chief Compliance Officer
|
|
Regional Head of Compliance and Regulatory Legal (2013-2020) of AXA Investment Managers.
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|
|
|
Megan Sendlak, Managing Director and Controller
|
|
Managing Director and Controller (since 2020) of Nuveen Alternatives Advisors LLC, Nuveen Investments, Inc., Nuveen Fund Advisors, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director and
Controller (since 2020), formerly, Vice President and Corporate Accounting Director (2018-2020) of Nuveen, LLC; Managing Director and Controller (since 2021) of NIS/R&T, INC.; Vice President and Controller of NWQ Investment Management Company,
LLC, Santa Barbara Asset Management, LLC and Winslow Capital Management, LLC.
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|
Item 32:
|
Location of Accounts and Records.
|
Nuveen Fund Advisors, 333 West Wacker Drive, Chicago, Illinois 60606, maintains the Declaration of Trust, By-Laws,
minutes of trustees and shareholders meetings and contracts of the Registrant and all advisory material of the investment adviser. Nuveen Asset Management, in its capacity as sub-adviser, may also hold certain accounts and records of the Fund.
State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111, maintains all general and subsidiary ledgers, journals, trial balances,
records of all portfolio purchases and sales, and all other required records not maintained by Nuveen Fund Advisors or Nuveen Asset Management.
|
Item 33:
|
Management Services.
|
Not applicable.
|
3.
|
The Registrant undertakes:
|
a. Not applicable.
b. that, for
the purpose of determining any liability under the Securities Act, each post-effective amendment to this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those
securities at that time shall be deemed to be the initial bona fide offering thereof;
c. to remove from registration by means of a
post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
d. that, for the
purpose of determining liability under the Securities Act to any purchaser:
(1) if the Registrant is relying on Rule 430B:
(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
C-8
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act
shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such
effective date; or
(2) if the Registrant is subject to Rule 430C: each prospectus filed pursuant to Rule 424
under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in
the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was
made in this registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
e. that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities:
The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to
this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will
be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:
(1) any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;
(2) free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrants;
(3) the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act
relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(4) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
|
4.
|
The Registrant undertakes that:
|
a. for the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant under Rule 424(b)(1) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective; and
C-9
b. for the purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide
offering thereof.
|
5.
|
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of
the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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|
6.
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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|
7.
|
The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of
receipt of a written or oral request, any prospectus or Statement of Additional Information.
|
C-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement on Form
N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in this City of Chicago, and State of Illinois, on the 17th day of December 2021.
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NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND
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|
|
|
/s/ Mark L. Winget
|
|
Mark L. Winget
Vice President
and Secretary
|
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities and on the date indicated.
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Signature
|
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Title
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Date
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/s/ E. Scott Wickerham
E. Scott Wickerham
|
|
Vice President and Controller (principal financial and accounting officer)
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|
December 17, 2021
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/s/ David J. Lamb
David J. Lamb
|
|
Chief Administrative Officer (principal executive officer)
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Terence J. Toth*
|
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Chairman of the Board and Trustee
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Jack B. Evans*
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Trustee
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By*:
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/s/ Mark L. Winget
MARK L. WINGET
Attorney-in-Fact
December 17, 2021
|
|
William C. Hunter*
|
|
Trustee
|
|
Amy B. R. Lancellotta*
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|
Trustee
|
|
Joanne T. Medero*
|
|
Trustee
|
|
Albin F. Moschner*
|
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Trustee
|
|
John K. Nelson*
|
|
Trustee
|
|
Judith M. Stockdale*
|
|
Trustee
|
|
Carole E. Stone*
|
|
Trustee
|
|
Matthew Thornton III*
|
|
Trustee
|
|
|
|
Margaret L. Wolff*
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Trustee
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Robert L. Young*
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Trustee
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|
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*
|
The original powers of attorney authorizing Mark L. Winget, among others, to execute this Registration Statement, and Amendments thereto, for
the trustees of the Registrant on whose behalf this Registration Statement is filed, have been executed and are filed as Exhibit s. to this Registration Statement.
|
C-10
EXHIBIT INDEX
|
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Exhibit
|
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Name
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|
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EX-99.G2
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Continuance of Investment Management Agreement between the Registrant and Nuveen Fund Advisors, LLC dated July 30, 2021
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EX-99.G4
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|
|
Notice of Continuance of Investment Sub-Advisory Agreements between Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC dated July 30, 2021
|
|
|
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EX-99.H13
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|
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Distribution Agreement Relating to At-the-Market offerings between the Registrant and Nuveen Securities, LLC dated December 16, 2021
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|
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|
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EX-99.H14
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|
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Dealer Agreement Relating to At-the-Market offerings between Nuveen Securities, LLC and UBS Securities LLC dated December 17, 2021
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|
|
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|
EX-99.N
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Consent of KPMG LLP
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EX-99.R1
|
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Code of Ethics and Reporting Requirements of Nuveen (including affiliated entities) and the Nuveen Funds, as amended August 9, 2021
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EX-99.S
|
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Powers of Attorney for Mses. Lancellotta, Medero, Stockdale, Stone and Wolff and Messrs. Toth, Evans, Hunter, Moschner, Nelson, Young and Thornton, dated August 10, 2021
|
CONTINUANCE OF MANAGEMENT AGREEMENTS
Agreement made as of this 30th day of July 2021, by and between the entities listed on Appendix A (the “Funds”), and Nuveen Fund
Advisors, LLC, a Delaware limited liability company (the “Adviser”), to be effective August 1, 2021.
WITNESSETH THAT:
WHEREAS, the parties hereto are the contracting parties under each certain Investment Management Agreement (the
“Agreements”) pursuant to which the Adviser furnishes investment management and other services to each Fund; and
WHEREAS, each Agreement terminates August 1, 2021 unless continued in the manner required by the Investment Company Act
of 1940; and
WHEREAS, the Board of Directors/Trustees, at meetings held May
25-27, 2021, have approved each Agreement, as amended as set forth in Appendix B hereto, and its continuance until August 1, 2022 in the manner required by the Investment Company Act of 1940.
NOW THEREFORE, in consideration of the mutual covenants contained in each Agreement the parties hereto do hereby continue each
Agreement in effect until August 1, 2022 and ratify and confirm the Agreements in all respects.
On
behalf of the Nuveen Funds
Listed on Appendix A
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By:
|
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/s/ Mark L. Winget
|
|
|
|
Vice
President
|
|
|
|
NUVEEN FUND ADVISORS, LLC
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|
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|
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By:
|
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/s/ Christopher M.
Rohrbacher
|
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Managing
Director
|
Appendix A
As of August 1, 2021
NUVEEN CLOSED-END FUNDS
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TICKER SYMBOLS
|
|
Nuveen AMT-Free Municipal Credit Income
Fund
|
|
NVG
|
|
Nuveen AMT-Free Municipal Value
Fund
|
|
NUW
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|
Nuveen AMT-Free Quality Municipal Income
Fund
|
|
NEA
|
|
Nuveen Arizona Quality Municipal Income Fund
|
|
NAZ
|
|
Nuveen California AMT-Free Quality
Municipal Income Fund
|
|
NKX
|
|
Nuveen California Municipal Value Fund
|
|
NCA
|
|
Nuveen California Quality Municipal Income Fund
|
|
NAC
|
|
Nuveen California Select Tax-Free Income
Portfolio
|
|
NXC
|
|
Nuveen Core Equity Alpha Fund
|
|
JCE
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|
Nuveen Credit Opportunities 2022 Target Term Fund
|
|
JCO
|
|
Nuveen Credit Strategies Income Fund
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|
JQC
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|
Nuveen Diversified Dividend and Income Fund
|
|
JDD
|
|
Nuveen Dow 30SM Dynamic
Overwrite Fund
|
|
DIAX
|
|
Nuveen Dynamic Municipal Opportunities Fund
|
|
NDMO
|
|
Nuveen Emerging Markets Debt 2022 Target Term Fund
|
|
JEMD
|
|
Nuveen Enhanced Municipal Value Fund
|
|
NEV
|
|
Nuveen Floating Rate Income Fund
|
|
JFR
|
|
Nuveen Floating Rate Income Opportunity Fund
|
|
JRO
|
|
Nuveen Georgia Quality Municipal Income Fund
|
|
NKG
|
|
Nuveen Global High Income Fund
|
|
JGH
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|
Nuveen High Income 2023 Target Term Fund
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|
JHAA
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|
Nuveen High Income November 2021 Target Term Fund
|
|
JHB
|
|
Nuveen Intermediate Duration Municipal Term Fund
|
|
NID
|
|
Nuveen Intermediate Duration Quality Municipal Term Fund
|
|
NIQ
|
|
Nuveen Massachusetts Quality Municipal Income Fund
|
|
NMT
|
|
Nuveen Minnesota Quality Municipal Income Fund
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|
NMS
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|
Nuveen Missouri Quality Municipal Income Fund
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|
NOM
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|
Nuveen Mortgage and Income Fund
|
|
JLS
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|
Nuveen Multi-Market Income Fund
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|
JMM
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|
Nuveen Municipal Credit Income Fund
|
|
NZF
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|
Nuveen Municipal Credit Opportunities Fund
|
|
NMCO
|
|
Nuveen Municipal High Income Opportunity Fund
|
|
NMZ
|
|
Nuveen Municipal Income Fund, Inc.
|
|
NMI
|
|
Nuveen Municipal Value Fund, Inc.
|
|
NUV
|
|
Nuveen NASDAQ 100 Dynamic Overwrite Fund
|
|
QQQX
|
|
Nuveen New Jersey Quality Municipal Income Fund
|
|
NXJ
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|
Nuveen New York AMT-Free Quality Municipal
Income Fund
|
|
NRK
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|
Nuveen New York Municipal Value Fund
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|
NNY
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|
Nuveen New York Quality Municipal Income Fund
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|
NAN
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|
Nuveen New York Select Tax-Free Income
Portfolio
|
|
NXN
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|
Nuveen Ohio Quality Municipal Income Fund
|
|
NUO
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|
Nuveen Pennsylvania Quality Municipal Income Fund
|
|
NQP
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|
Nuveen Preferred & Income Opportunities Fund
|
|
JPC
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|
Nuveen Preferred & Income Securities Fund
|
|
JPS
|
|
Nuveen Preferred and Income 2022 Term Fund
|
|
JPT
|
|
Nuveen Preferred and Income Term Fund
|
|
JPI
|
|
|
|
|
|
Nuveen Quality Municipal Income Fund
|
|
NAD
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|
Nuveen Real Asset Income and Growth Fund
|
|
JRI
|
|
Nuveen Real Estate Income Fund
|
|
JRS
|
|
Nuveen S&P 500 Dynamic Overwrite Fund
|
|
SPXX
|
|
Nuveen S&P 500 Buy-Write Income
Fund
|
|
BXMX
|
|
Nuveen Select Maturities Municipal Fund
|
|
NIM
|
|
Nuveen Select Tax-Free Income Portfolio
2
|
|
NXQ
|
|
Nuveen Select Tax-Free Income Portfolio
3
|
|
NXR
|
|
Nuveen Select Tax-Free Income
Portfolio
|
|
NXP
|
|
Nuveen Senior Income Fund
|
|
NSL
|
|
Nuveen Short Duration Credit Opportunities Fund
|
|
JSD
|
|
Nuveen Taxable Municipal Income Fund
|
|
NBB
|
|
Nuveen Tax-Advantaged Dividend Growth
Fund
|
|
JTD
|
|
Nuveen Tax-Advantaged Total Return
Strategy Fund
|
|
JTA
|
|
Nuveen Virginia Quality Municipal Income Fund
|
|
NPV
|
NUVEEN INTERVAL FUNDS
Nuveen Enhanced High Yield Municipal Bond Fund
NUVEEN OPEN-END FUNDS
NUVEEN MUNICIPAL TRUST
Nuveen All-American Municipal Bond Fund
Nuveen High Yield Municipal Bond Fund
Nuveen Intermediate Duration Municipal Bond Fund
Nuveen Limited Term Municipal Bond Fund
Nuveen Short Duration High Yield Municipal Bond Fund
Nuveen Strategic Municipal Opportunities Fund
NUVEEN MULTISTATE TRUST I
Nuveen Arizona Municipal Bond Fund
Nuveen Colorado Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen New Mexico Municipal Bond Fund
Nuveen Pennsylvania Municipal Bond Fund
Nuveen Virginia Municipal Bond Fund
NUVEEN MULTISTATE TRUST II
Nuveen California Municipal Bond Fund
Nuveen California High Yield Municipal Bond Fund
Nuveen Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen New Jersey Municipal Bond Fund
Nuveen New York Municipal Bond Fund
NUVEEN MULTISTATE TRUST III
Nuveen Georgia Municipal Bond Fund
Nuveen Louisiana Municipal Bond Fund
Nuveen North Carolina Municipal Bond Fund
NUVEEN MULTISTATE TRUST IV
Nuveen Kansas Municipal Bond Fund
Nuveen Kentucky Municipal Bond Fund
Nuveen Michigan Municipal Bond Fund
Nuveen Missouri Municipal Bond Fund
Nuveen Ohio Municipal Bond Fund
Nuveen Wisconsin Municipal Bond Fund
NUVEEN INVESTMENT TRUST
Nuveen Large Cap Core Fund
Nuveen NWQ Global Equity Income Fund
Nuveen NWQ Multi-Cap Value Fund
Nuveen NWQ Small-Cap Value Fund
Nuveen NWQ Large-Cap Value Fund
Nuveen NWQ Small/Mid-Cap Value Fund
NUVEEN INVESTMENT TRUST II
Nuveen Emerging Markets Equity Fund
Nuveen Equity Long/Short Fund
Nuveen International Growth Fund
Nuveen NWQ International Value Fund
Nuveen Santa Barbara Dividend Growth Fund
Nuveen Santa Barbara Global Dividend Growth Fund
Nuveen Santa Barbara International Dividend Growth Fund
Nuveen Winslow International Large Cap Fund
Nuveen Winslow International Small Cap Fund
Nuveen Winslow Large-Cap Growth ESG Fund
NUVEEN INVESTMENT TRUST III
Nuveen Floating Rate Income Fund f/k/a Nuveen Symphony Floating Rate Income Fund
Nuveen High Yield Income Fund f/k/a Nuveen Symphony High Yield Income Fund
NUVEEN INVESTMENT TRUST V
Nuveen Global Real Estate Securities Fund
Nuveen NWQ Flexible Income Fund
Nuveen Preferred Securities and Income Fund
NUVEEN MANAGED ACCOUNTS PORTFOLIOS TRUST
Municipal Total Return Managed Accounts Portfolio
Nuveen Core Impact Bond Managed Accounts Portfolio
NUVEEN INVESTMENT FUNDS, INC.
Nuveen Dividend Value Fund
Nuveen Global Infrastructure Fund
Nuveen Credit Income Fund
Nuveen Large Cap Select Fund
Nuveen Mid Cap Growth Opportunities Fund
Nuveen Mid Cap Value Fund
Nuveen Minnesota Intermediate Municipal Bond Fund
Nuveen Minnesota Municipal Bond Fund
Nuveen Nebraska Municipal Bond Fund
Nuveen Oregon Intermediate Municipal Bond Fund
Nuveen Real Asset Income Fund
Nuveen Real Estate Securities Fund
Nuveen Short Term Municipal Bond Fund
Nuveen Small Cap Growth Opportunities Fund
Nuveen Small Cap Select Fund
Nuveen Small Cap Value Fund
Nuveen Strategic Income Fund
NuSHARES ETF TRUST
Nuveen Enhanced Yield U.S. Aggregate Bond ETF (NUAG)
Nuveen Short-Term REIT ETF (NURE)
Nuveen ESG Large-Cap Growth ETF (NULG)
Nuveen ESG Large-Cap Value ETF (NULV)
Nuveen ESG Mid-Cap Growth ETF (NUMG)
Nuveen ESG Mid-Cap Value ETF (NUMV)
Nuveen ESG Small-Cap ETF (NUSC)
Nuveen Enhanced Yield 1-5 Year U.S. Aggregate Bond ETF (NUSA)
Nuveen ESG Emerging Markets Equity ETF (NUEM)
Nuveen ESG International Developed Markets Equity ETF (NUDM)
Nuveen ESG U.S. Aggregate Bond ETF (NUBD)
Nuveen ESG Large-Cap ETF (NULC)
Nuveen ESG High Yield Corporate Bond ETF (NUHY)
NUVEEN FUNDS
NOTICE OF CONTINUANCE OF INVESTMENT SUB-ADVISORY AGREEMENTS
WHEREAS, Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Manager”) and Nuveen Asset Management, LLC, a
Delaware limited liability company (the “Sub-Adviser”) have entered into Sub-Advisory Agreements (the “Agreements”), pursuant to which the Sub-Adviser furnishes investment advisory services to the funds listed on Schedule A (the “Funds”); and
WHEREAS, pursuant to the terms of the Agreements, the Agreements shall continue in force from year to year, provided that such continuance is
specifically approved for each Fund (as defined in each Agreement) at least annually in the manner required by the Investment Company Act of 1940 and the rules and regulations thereunder.
NOW THEREFORE, this Notice memorializes between the parties that the Board of Directors/Trustees of each Fund, including the independent
Directors/Trustees, at a meeting called in part for the purpose of reviewing the Agreement, have approved the continuance of the Agreement with respect to each Fund until August 1, 2022, in the manner required by the Investment Company Act of
1940.
Dated as of July 30, 2021
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NUVEEN FUND ADVISORS, LLC
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By:
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/s/
Christopher M. Rohrbacher
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Its:
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Managing Director
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NUVEEN ASSET MANAGEMENT, LLC
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By:
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/s/ Stuart
Cohen
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Its:
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Managing Director
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Schedule A
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Closed-End Fund/ticker
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Date
of
Contract
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Date of
Renewal
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Nuveen AMT-Free Municipal Credit Income Fund (NVG)
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4-11-16
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8-1-21
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Nuveen AMT-Free Municipal Value Fund (NUW)
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10-1-14
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8-1-21
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Nuveen AMT-Free Quality Municipal Income Fund (NEA)
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10-1-14
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8-1-21
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Nuveen Arizona Quality Municipal Income Fund (NAZ)
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10-1-14
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8-1-21
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Nuveen California AMT-Free Quality Municipal Income Fund
(NKX)
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10-1-14
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8-1-21
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Nuveen California Municipal Value Fund (NCA)
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10-1-14
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8-1-21
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Nuveen California Quality Municipal Income Fund (NAC)
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10-1-14
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8-1-21
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Nuveen California Select Tax-Free Income Portfolio
(NXC)
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10-1-14
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8-1-21
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Nuveen Core Equity Alpha Fund (JCE)
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10-26-20
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8-1-21
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Nuveen Credit Opportunities 2022 Target Term Fund (JCO)
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12-31-20
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8-1-21
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Nuveen Credit Strategies Income Fund (JQC)
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12-31-20
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8-1-21
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Nuveen Diversified Divdend and Income Fund (JDD)
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12-31-20
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8-1-21
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Nuveen Dynamic Municipal Opportunities Fund (NDMO)
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7-10-20
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8-1-21
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Nuveen Dow 30SM Dynamic Overwrite Fund
(DIAX)
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12-5-14
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8-1-21
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Nuveen Enhanced Municipal Value Fund (NEV)
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10-1-14
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8-1-21
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Nuveen Enhanced High Yield Municipal Bond Fund
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1-13-20
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8-1-21
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Nuveen Floating Rate Income Fund (JFR)
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12-31-20
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8-1-21
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Nuveen Floating Rate Income Opportunity Fund (JRO)
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12-31-20
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8-1-21
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Nuveen Georgia Quality Municipal Income Fund (NKG)
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10-1-14
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8-1-21
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Nuveen Global High Income Fund (JGH)
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11-7-14
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8-1-21
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Nuveen High Income 2023 Target Term Fund (JHAA)
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10-24-18
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8-1-21
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Nuveen High Income November 2021 Target Term Fund (JHB)
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2-11-16
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8-1-21
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Nuveen Intermediate Duration Municipal Term Fund (NID)
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10-1-14
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8-1-21
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Nuveen Intermediate Duration Quality Municipal Term Fund (NIQ)
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10-1-14
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8-1-21
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Nuveen Massachusetts Quality Municipal Income Fund (NMT)
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10-1-14
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8-1-21
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Nuveen Minnesota Quality Municipal Income Fund (NMS)
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10-6-14
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8-1-21
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Nuveen Missouri Quality Municipal Income Fund (NOM)
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10-1-14
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8-1-21
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Nuveen Multi-Market Income Fund (JMM)
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11-19-14
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8-1-21
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Nuveen Municipal Credit Income Fund (NZF)
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4-11-16
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8-1-21
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Nuveen Municipal Credit Opportunities Fund (NMCO)
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8-8-19
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8-1-21
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Nuveen Municipal High Income Opportunity Fund (NMZ)
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10-1-14
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8-1-21
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Nuveen Municipal Income Fund, Inc. (NMI)
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10-1-14
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8-1-21
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Nuveen Municipal Value Fund, Inc. (NUV)
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10-1-14
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8-1-21
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Nuveen NASDAQ 100 Dynamic Overwrite Fund (QQQX)
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12-5-14
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8-1-21
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Nuveen New Jersey Quality Municipal Income Fund (NXJ)
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10-1-14
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8-1-21
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Nuveen New York AMT-Free Quality Municipal Income Fund
(NRK)
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10-1-14
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8-1-21
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Nuveen New York Municipal Value Fund (NNY)
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10-1-14
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8-1-21
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Nuveen New York Quality Municipal Income Fund (NAN)
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10-1-14
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8-1-21
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Nuveen New York Select Tax-Free Income Portfolio
(NXN)
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10-1-14
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8-1-21
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Nuveen Ohio Quality Municipal Income Fund (NUO)
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10-1-14
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8-1-21
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Nuveen Pennsylvania Quality Municipal Income Fund (NQP)
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10-1-14
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8-1-21
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Nuveen Preferred & Income Opportunities Fund (JPC)
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10-1-14
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8-1-21
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Nuveen Preferred and Income 2022 Term Fund (JPT)
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11-16-16
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8-1-21
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Nuveen Preferred and Income Term Fund (JPI)
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10-1-14
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8-1-21
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Nuveen Quality Municipal Income Fund (NAD)
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10-1-14
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8-1-21
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Nuveen Real Asset Income and Growth Fund (JRI)
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10-1-14
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8-1-21
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Nuveen S&P 500 Dynamic Overwrite Fund (SPXX)
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12-1-14
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8-1-21
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Nuveen Select Maturities Municipal Fund (NIM)
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10-1-14
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8-1-21
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Nuveen Select Tax-Free Income Portfolio (NXP)
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10-1-14
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8-1-21
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Nuveen Select Tax-Free Income Portfolio 2 (NXQ)
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10-1-14
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8-1-21
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Nuveen Select Tax-Free Income Portfolio 3 (NXR)
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10-1-14
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8-1-21
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Nuveen Senior Income Fund (NSL)
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12-31-20
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8-1-21
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Nuveen Short Duration Credit Opportunities Fund (JSD)
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12-31-20
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8-1-21
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Nuveen Tax-Advantaged Dividend Growth Fund (JTD)
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10-1-14
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8-1-21
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Nuveen Tax-Advantaged Total Return Strategy Fund
(JTA)
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12-31-20
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8-1-21
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Nuveen Taxable Municipal Income Fund (NBB)
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10-1-14
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8-1-21
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Nuveen Virginia Quality Municipal Income Fund (NPV)
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10-1-14
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8-1-21
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OPEN-END FUNDS
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REGISTRANT
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FUND
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Date
of
Contract
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Date of
Renewal
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NUVEEN
MUNICIPAL
TRUST
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Nuveen All-American Municipal Bond Fund
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10-1-14
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8-1-21
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Nuveen High Yield
Municipal Bond Fund
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10-1-14
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8-1-21
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Nuveen
Intermediate Duration Municipal Bond Fund
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10-1-14
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8-1-21
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Nuveen Limited
Term Municipal Bond Fund
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10-1-14
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8-1-21
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Nuveen Short
Duration High Yield Municipal Bond Fund
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10-1-14
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8-1-21
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Nuveen Strategic Municipal Opportunities Fund
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12-16-14
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8-1-21
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NUVEEN
MULTI-STATE
TRUST I
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Nuveen Arizona
Municipal Bond Fund
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10-1-14
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8-1-21
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Nuveen Colorado
Municipal Bond Fund
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10-1-14
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8-1-21
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Nuveen Maryland
Municipal Bond Fund
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10-1-14
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8-1-21
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Nuveen New Mexico
Municipal Bond Fund
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10-1-14
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8-1-21
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Nuveen
Pennsylvania Municipal Bond Fund
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10-1-14
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8-1-21
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Nuveen Virginia Municipal Bond Fund
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10-1-14
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8-1-21
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NUVEEN
MULTI-STATE
TRUST II
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Nuveen California
High Yield Municipal Bond Fund
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|
10-1-14
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8-1-21
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Nuveen California
Municipal Bond Fund
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10-1-14
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8-1-21
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Nuveen Connecticut
Municipal Bond Fund
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|
10-1-14
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8-1-21
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Nuveen
Massachusetts Municipal Bond Fund
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|
10-1-14
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8-1-21
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Nuveen New Jersey
Municipal Bond Fund
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|
10-1-14
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|
8-1-21
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Nuveen New York Municipal Bond Fund
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|
10-1-14
|
|
8-1-21
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NUVEEN
MULTI-STATE
TRUST III
|
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Nuveen Georgia
Municipal Bond Fund
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|
10-1-14
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8-1-21
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Nuveen Louisiana
Municipal Bond Fund
|
|
10-1-14
|
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8-1-21
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Nuveen North Carolina Municipal Bond Fund
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|
10-1-14
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8-1-21
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NUVEEN
MULTI-STATE
TRUST IV
|
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Nuveen Kansas
Municipal Bond Fund
|
|
10-1-14
|
|
8-1-21
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Nuveen Kentucky
Municipal Bond Fund
|
|
10-1-14
|
|
8-1-21
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Nuveen Michigan
Municipal Bond Fund
|
|
10-1-14
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|
8-1-21
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Nuveen Missouri
Municipal Bond Fund
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|
10-1-14
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8-1-21
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Nuveen Ohio
Municipal Bond Fund
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|
10-1-14
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8-1-21
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Nuveen Wisconsin Municipal Bond Fund
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|
10-1-14
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|
8-1-21
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NUVEEN
INVESTMENT
TRUST
|
|
Nuveen Large Cap Core Fund
|
|
10-1-14
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8-1-21
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REGISTRANT
|
|
FUND
|
|
Date
of
Contract
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Date of
Renewal
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NUVEEN
INVESTMENT
TRUST II
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Nuveen Emerging
Markets Equity Fund
|
|
11-5-18
|
|
8-1-21
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Nuveen Equity
Long/Short Fund
|
|
10-15-14
|
|
8-1-21
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|
Nuveen International Growth Fund
|
|
10-1-14
|
|
8-1-21
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NUVEEN
INVESTMENT
TRUST III
|
|
Nuveen High Yield
Income Fund
|
|
12-31-20
|
|
8-1-21
|
|
|
Nuveen Floating
Rate Income Fund
|
|
12-31-20
|
|
8-1-21
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|
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NUVEEN
INVESTMENT
TRUST V
|
|
Nuveen Global Real
Estate Securities Fund
|
|
3-20-18
|
|
8-1-21
|
|
|
Nuveen Preferred
Securities and Income Fund
|
|
10-1-14
|
|
8-1-21
|
|
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|
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|
|
8-1-21
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|
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NUVEEN
MANAGED
ACCOUNTS
PORTFOLIOS
TRUST
|
|
Municipal Total
Return Managed Accounts Portfolio
|
|
10-1-14
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|
8-1-21
|
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|
Nuveen Core Impact
Bond Managed Accounts Portfolio
|
|
7-9-20
|
|
8-1-21
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NUVEEN
INVESTMENT
FUNDS, INC.
|
|
Nuveen Credit
Income Fund f/k/a Nuveen High Income Bond Fund
|
|
10-1-14
|
|
8-1-21
|
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|
Nuveen Dividend
Value Fund
|
|
10-1-14
|
|
8-1-21
|
|
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Nuveen Global
Infrastructure Fund
|
|
10-1-14
|
|
8-1-21
|
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Nuveen Large Cap
Select Fund
|
|
10-1-14
|
|
8-1-21
|
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|
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Nuveen Mid Cap
Growth Opportunities Fund
|
|
10-1-14
|
|
8-1-21
|
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Nuveen Mid Cap
Value Fund
|
|
10-1-14
|
|
8-1-21
|
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Nuveen Minnesota
Intermediate Municipal Bond Fund
|
|
10-1-14
|
|
8-1-21
|
|
|
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Nuveen Minnesota
Municipal Bond Fund
|
|
10-1-14
|
|
8-1-21
|
|
|
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Nuveen Nebraska
Municipal Bond Fund
|
|
10-1-14
|
|
8-1-21
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Nuveen Oregon
Intermediate Municipal Bond Fund
|
|
10-1-14
|
|
8-1-21
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Nuveen Real Asset
Income Fund
|
|
10-1-14
|
|
8-1-21
|
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|
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Nuveen Real Estate
Securities Fund
|
|
10-1-14
|
|
8-1-21
|
|
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Nuveen Short Term
Municipal Bond Fund
|
|
10-1-14
|
|
8-1-21
|
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Nuveen Small Cap
Growth Opportunities Fund
|
|
10-1-14
|
|
8-1-21
|
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Nuveen Small Cap
Select Fund
|
|
10-1-14
|
|
8-1-21
|
|
|
|
Nuveen Small Cap
Value Fund
|
|
10-1-14
|
|
8-1-21
|
|
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Nuveen Strategic
Income Fund
|
|
10-1-14
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|
8-1-21
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NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND
333 West Wacker Drive
Chicago,
Illinois 60606
December 16, 2021
Nuveen Securities,
LLC
333 West Wacker Drive
Chicago, Illinois 60606
Re: Distribution Agreement Relating to At-the-Market
Offerings
Ladies and Gentlemen:
Nuveen Municipal High Income Opportunity Fund is a Massachusetts business trust operating as a
closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed an automatic shelf registration statement on Form N-2
(File Nos. 333-253965 and 811-21449) (the “Registration Statement”) pursuant to the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended, to register additional common shares of the Fund, which may be issued and sold from time to time through various specified transactions, including
at-the-market (“ATM”) offerings. The Fund also has filed or will file a prospectus supplement (“Prospectus Supplement”) pursuant to Rule 424 under
the Securities Act of 1933 in connection with the offering of its common shares through an ATM offering.
You have informed us that Nuveen
Securities, LLC is registered as a broker-dealer under the provisions of the Securities Exchange Act of 1934 and is a member in good standing of the Financial Industry Regulatory Authority, Inc. You have indicated your desire to act as distributor
for the Fund’s common shares issued pursuant to the Registration Statement and Prospectus Supplement. We have been authorized by the Fund to execute and deliver this Agreement to you by a resolution of our Board of Trustees (the
“Trustees”) adopted at a meeting of the Trustees, at which a majority of Trustees, including a majority of our Trustees who are not otherwise interested persons of our investment manager or its related organizations, were present and voted
in favor of said resolution approving this Agreement.
1. APPOINTMENT OF DISTRIBUTOR. Upon the execution of this
Agreement and in consideration of the agreements on your part herein expressed and upon the terms and conditions set forth herein, we hereby appoint you as the distributor for up to 32,766,418 common shares of the Fund, to be issued pursuant to the
Registration Statement and Prospectus Supplement through ATM offerings (the “Shares”), and agree that we will issue such Shares as you may sell. You agree to use reasonable efforts to identify opportunities for the sale of Shares, but you
are not obligated to sell any specific number of the Shares. The Shares will only be sold on such days as shall be agreed to by you and the Fund.
2. SELECTED DEALERS. You may enter into selected dealer agreements, on such terms and conditions as you determine are
not inconsistent with this Agreement, with broker-
dealers to act as your agent to effect the sale of the Shares. Such selected broker-dealers shall sell Shares only at market prices subject to a minimum price to be established each day by you
and the Fund (see paragraph 3 below). This Agreement shall not be construed as authorizing any dealer or other person to accept orders for sale on our behalf or to otherwise act as our agent for any purpose. You shall not be responsible for the acts
of other dealers or agents except as and to the extent that they shall be acting for you or under your direction or authority.
3. SHARE PRICE. The price per Share shall be determined by reference to prevailing market prices through the National
Market System. In no event shall the price be less than the current net asset value per share plus the per share amount of the commission to be paid to you (the “Minimum Price”). You shall suspend the sale of Shares if the per share price
of the Shares is less than the Minimum Price.
4. SALES COMMISSION.
(a) You shall be entitled to receive a sales commission from the Fund of 1.0% of the gross sales price per Share of the
Shares sold.
(b) You may pay to selected broker-dealers such selling agent commissions (not exceeding 80% of the
total sales commission) (the “ATM Sales Agent Commission”) as you shall deem advisable, which shall be payable from the commissions payable to you under Section 4(a) above.
5. FURNISHING OF INFORMATION. We will furnish you with copies of the Registration Statement, and we warrant that the
statements therein contained are true and correct as of the date of the Registration Statement, as it may be amended or supplemented from time to time. We will also furnish you with such other information that you may reasonably request for use in
connection with the distribution of the Shares, including, at least annually, audited financial statements of our books and accounts certified by independent public accountants.
6. CONDUCT OF BUSINESS. Other than the currently effective Registration Statement and Prospectus Supplement, you will
not use any sales materials or statements except literature or advertising that conforms to the requirements of federal and state securities laws and regulations and that have been filed, where necessary, with the appropriate regulatory authorities.
You will furnish us with copies of all material prior to their use and no such material shall be published if we shall reasonably and promptly object.
You shall comply with the applicable federal and state laws and regulations where our shares are offered for sale and conduct your affairs
with us and with dealers, brokers or investors in accordance with the Conduct Rules of the Financial Industry Regulatory Authority, Inc.
7. OTHER ACTIVITIES. Your services pursuant to this Agreement shall not be deemed to be exclusive and you may render
similar services and act as an underwriter, distributor, or dealer for other investment companies in the offering of their shares.
8. SUSPENSION OF SALES. We reserve the right at all times to suspend or limit the offering of the shares upon written
notice to you and to reject any order in whole or in part.
2
9. PAYMENT OF EXPENSES.
(a) You shall bear all expenses incurred by you in connection with your duties and activities under this Agreement
including the payment to selected dealers of any sales commissions for sales of the Fund’s Shares.
(b) The
Fund shall bear all costs and expenses of the Fund, including expenses (including legal fees) pertaining to the preparation and filing of the Registration Statement and any amendment or supplement thereto, including the Prospectus Supplement, and
expenses pertaining to the preparation, printing and distribution of any reports or communications to shareholders, including Prospectuses and Statements of Additional Information, annual and interim reports, or proxy materials.
10. TERMINATION. This Agreement (i) may be terminated by the Fund at any time without the payment of any penalty
and (ii) may be terminated by you at any time without the payment of any penalty. This Agreement shall remain in full force and effect unless terminated pursuant to this provision or by the mutual agreement of the parties.
11. MISCELLANEOUS. This Agreement shall be subject to the laws of the State of Illinois and shall be interpreted and
construed to further and promote the operation of the Fund as a closed-end management investment company.
12. STANDARD OF CARE. You shall be responsible for exercising reasonable care in carrying out the provisions of this
Agreement.
13. DECLARATION OF TRUST AND LIMITATION OF LIABILITY. A copy of the Declaration of Trust of the Fund is
on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed by an officer of the Fund on behalf of the Trustees, as trustees and not individually, and that the obligations of
this Agreement with respect to the Fund shall be binding upon the assets and properties of the Fund only and shall not be binding upon the assets or properties of the Trustees, officers, employees, agents or shareholders of the Fund individually.
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If the foregoing meets with your approval, please acknowledge your acceptance by signing each of
the enclosed counterparts hereof and returning such counterparts to us, whereupon this shall constitute a binding agreement as of the date first above written.
Very truly yours,
NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY
FUND
By: /s/ Mark Winget
Name: Mark Winget
Title: Vice President and Secretary
Agreed to and
Accepted:
NUVEEN SECURITIES, LLC
By: /s/ Christopher
Rohrbacher
Name: Christopher Rohrbacher
Title: Managing Director and Assistant Secretary
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DEALER AGREEMENT
Nuveen Securities, LLC
333 West Wacker Drive
Chicago, Illinois 60606
December 17,
2021
UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
RE: At-the-Market Offerings by Nuveen Municipal High Income Opportunity Fund
Ladies and Gentlemen:
From time to time Nuveen Securities, LLC (the “Manager”, “we” or “us”) will act as manager
of registered at-the-market offerings by the Nuveen Municipal High Income Opportunity Fund, a Massachusetts business trust (the “Fund”), of the
Fund’s common stock, par value $0.01 per share (the “Common Stock”). In the case of such offerings, the Fund has agreed with the Manager to issue and sell through or to the Manager, as sales agent and/or principal, up to
32,766,418 shares of the Fund’s Common Stock.
We hereby agree to retain UBS Securities LLC (the “Dealer” or
“you”) as a sub-placement agent with respect to such shares as we may specify (the “Shares”) to be issued and sold by the Fund in such offerings of the Shares (the
“Offerings”), and you agree to act in such capacity, all upon, and subject to, the terms and conditions set forth below:
SECTION 1. Description of Offerings.
(a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager on any day (each, an
“Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular
weekday closing time). Promptly after the Fund and the Manager have determined the maximum amount of the Shares to be sold by the Manager for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed
the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer shall use its reasonable efforts to sell all of the Shares designated in accordance
with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer sells such Shares.
(b) Notwithstanding the foregoing, the Manager may instruct the Dealer by telephone (confirmed promptly by telecopy) not to sell the Shares if
such sales cannot be effected at or above a price agreed to by the Fund and the Manager with respect to such Shares. In addition, the Manager may, upon notice to the Dealer by telephone (confirmed promptly by telecopy), suspend the offering of the
Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice.
(c) The Dealer agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through
transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act.
(d) The compensation to the Dealer, as a sub-placement agent of the Manager for each sale of the
Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Agreement. The remaining proceeds, after
further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Manager for such Shares (the “Net Proceeds”).
(e) The Dealer shall provide written confirmation to the Manager following the close of trading
on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by the Manager to the Dealer with respect to such
sales.
(f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the second business day following the date on
which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer for settlement on such date shall be delivered by the Manager to the Dealer against payment of the Net
Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Dealer’s account at The Depository Trust Company in return for payments in same day funds delivered to the account
designated by the Manager. If the Manager shall default on its obligation to deliver the Shares on any Settlement Date, the Manager shall (A) hold the Dealer harmless against any loss, claim or damage arising from or as a result of such default
by the Manager and (B) pay the Dealer any commission to which it would otherwise be entitled absent such default. If the Dealer breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the
Manager, the Dealer will pay the Manager interest based on the effective overnight Federal Funds rate.
(g) In connection with this
Agreement and the Offering, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request no more than once per calendar quarter relating to authorization, capacity, enforceability and compliance
matters.
SECTION 2. Representations and Warranties by the Manager. The Manager represents, warrants to and agrees with the Dealer,
as of the date hereof and as of each Offering Date and Settlement Date, that:
(a) An “automatic shelf registration statement”
as defined under Rule 405 under the Securities Act on Form N-2 (File Nos. 333-253965 and 811-21449) (the “Registration
Statement”) (i) has been prepared by the Fund in conformity with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the “Securities Act”), the
Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively called the “1940 Act”); and (ii) has been filed with the Securities and Exchange Commission (the “Commission”)
under the Securities Act and the 1940 Act; the Registration Statement sets forth the terms of the offering, sale and plan of distribution of the Shares and contains additional information concerning the Fund and its business; no notice of objection
of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Fund; the Registration Statement, including any amendments thereto,
became effective upon filing; no stop order of the Commission preventing or suspending the use of the Basic Prospectus (as defined below), the Prospectus Supplement (as defined below) or the Prospectus (as defined below), or the effectiveness of the
Registration Statement, has been issued, and no proceedings for such purpose have been instituted or, to the Fund’s knowledge after due inquiry, are contemplated by the Commission. Except where the context otherwise requires,
“Registration Statement,” as used herein, means, collectively, the various parts of the Registration Statement, as amended at the time of effectiveness for purposes of Section 11 of the Securities Act, as such section applies
to the Manager, including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (2) any information contained or incorporated by reference in a prospectus filed with the Commission
pursuant to Rule 424 under the Securities Act, to the extent such information is deemed pursuant to Rule 430B or Rule 430C under the Securities Act to be part of the Registration Statement at the Effective Time, and (3) any registration
statement filed to register the offer and sale of Shares pursuant to Rule 462(b) under the Securities Act, “Basic Prospectus,” as used herein, means the prospectus filed as part of the Registration Statement, including the related
statement of additional information, together with any amendments or supplements thereto as of the date of the Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means the final
prospectus supplement, including the related statement of additional information, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 424 under the Securities Act on or before the second business day after the date hereof
(or such earlier time as may be required under the Securities Act), in the form furnished by the Fund to the Manager in connection with the offering of the Shares. Except where the context otherwise requires, “Prospectus,” as used
herein, means the Prospectus Supplement and the then-issued Issuer Free Writing Prospectus(es) (as defined below) together with the Basic Prospectus attached to or used with the Prospectus Supplement. Any reference herein to the Registration
Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference,
therein (the “Incorporated
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Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. “Issuer Free Writing
Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, relating to the Shares, including without limitation any “free writing prospectus” (as defined in Rule 405 under
the Securities Act) that (1) is required to be filed with the Commission by the Fund, (2) is a “road show” that is a “written communication” within the meaning of Rule 433(d)(8)(i) under the Securities Act whether or
not required to be filed with the Commission, or (3) is exempt from filing pursuant to Rule 433(d)(5)(i) under the Securities Act because it contains a description of the Shares or of the offering that does not reflect the final terms, in each
case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Fund’s records pursuant to Rule 433(g) under the Securities Act.
(b) The Fund is duly registered under the 1940 Act as a closed-end management investment company. A
notification of registration of the Fund as an investment company under the 1940 Act on Form N-8A (the “1940 Act Notification”) has been prepared by the Fund in conformity with the 1940 Act
and has been filed with the Commission and, at the time of filing thereof and at the time of filing any amendment or supplement thereto, conformed in all material respects with all applicable provisions of the 1940 Act. The Fund has not received any
notice from the Commission pursuant to Section 8(e) of the 1940 Act with respect to the 1940 Act Notification or the Registration Statement (or any amendment or supplement to either of them). No person is serving or acting as an officer,
director or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended and the rules and regulations thereunder.
(c) The Registration Statement, the 1940 Act Notification, the Prospectus and any Issuer Free Writing Prospectus as from time to time amended
or supplemented each complied when it became effective or was filed, complies as of the date hereof and, as amended or supplemented, will comply, at the time of purchase, each additional time of purchase, if any, and at all times during which a
prospectus is required by the Securities Act to be delivered in connection with any sale of Shares, in all material respects, with the requirements of the Securities Act and the 1940 Act; the Registration Statement did not, as of the Effective Time,
contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the 1940 Act Notification did not, as of the Effective Time, contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; at no time during the period that
begins on the earlier of the date of the Basic Prospectus and the date such Basic Prospectus was filed with the Commission and ends at the later of the time of purchase in connection with any sale of Shares, the latest additional time of purchase in
connection with any sale of Shares, if any, and the end of the period during which a prospectus is required by the Securities Act to be delivered in connection with any sale of Shares did or will the Prospectus, as from time to time amended or
supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Issuer Free Writing
Prospectus, as of its issue date, as of each time of purchase in connection with any sale of Shares and during the period that begins on the earlier of the date of the Basic Prospectus and the date such Basic Prospectus was filed with the Commission
and ends at the later of the time of purchase and the end of the period during which a prospectus is required by the Securities Act to be delivered in connection with any sale of Shares did or will the Prospectus, as from time to time amended or
supplemented, include an untrue statement of a material, did not and will not include any information that conflicts with the information contained in the Registration Statement or the Prospectus, including any incorporated document deemed to be a
part thereof that has not been superseded or modified.
(d) The financial statements incorporated by reference in the Registration
Statement or the Prospectus, together with the related notes and schedules, present fairly the financial position of the Company as of the dates indicated and the results of operations, cash flows and changes in stockholders’ equity of the
Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act, the 1940 Act and the Exchange Act and in conformity with U.S. generally accepted accounting principles applied on a consistent basis
during the periods involved; the other financial and statistical data contained or incorporated by reference in the Registration Statement or the Prospectus are accurately and fairly presented and prepared on a basis consistent with the financial
statements and books and records of the Company; there are no financial statements that are required to be included or incorporated by reference in the Registration Statement, any Basic Prospectus or the Prospectus that are not included or
incorporated by reference as required; the Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration
Statement (excluding the exhibits thereto).
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(e) As of the date of this Agreement, the Fund has an authorized and outstanding capitalization
as set forth in the sections of the Registration Statement, the Basic Prospectus and the Prospectus entitled “The Fund” and “Description of Shares,” and, with respect to any issuance and sale under this Agreement, the Fund shall
have as of the date of the most recent amendment or supplement to the Registration Statement or Prospectus, an authorized and outstanding capitalization as set forth in the sections of the Registration Statement and the Prospectus entitled “The
Fund” and “Description of Shares” (and any similar sections or information, if any, contained in the Final Term Sheet, if any) (subject, in each case, to the issuance of shares of Common Stock upon exercise of any stock options and
warrants disclosed as outstanding in the Registration Statement (excluding the exhibits thereto), each Basic Prospectus and the Prospectus, and to the grant of options under any existing stock option plans described in the Registration Statement
(excluding the exhibits thereto), each Basic Prospectus and the Prospectus); all of the issued and outstanding shares of capital stock, including the Common Stock, of the Fund have been duly authorized and validly issued and are fully paid and non-assessable, have been issued in compliance with all applicable securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; the Shares are duly
listed, and admitted and authorized for trading, subject to official notice of issuance, on the Stock Exchange.
(f) The Fund has been
duly organized and is validly existing as a business trust in good standing under the laws of the Commonwealth of Massachusetts, with full power and authority to own, lease and operate and conduct its business as described in the Registration
Statement, the Basic Prospectuses, the Prospectus and the Final Term Sheet, if any, and to issue, sell and deliver the Shares as contemplated herein. The Fund is duly qualified to do business as a foreign entity and is in good standing in each
jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, (i) have a
material adverse effect on the business, properties, financial condition, results of operations or prospects of the Fund (a “Material Adverse Effect”), (ii) prevent or materially interfere with consummation of the transactions
contemplated hereby or (iii) result in the delisting of shares of Common Stock from the Stock Exchange (the occurrence of any such effect or any such prevention or interference or any such result described in the foregoing clauses (i),
(ii) and (iii) being herein referred to as a “Material Adverse Effect”).
(g) The Shares have been duly and
validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and non-assessable and free of statutory and contractual preemptive
rights, resale rights, rights of first refusal and similar rights; the Shares, when issued and delivered against payment therefor as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the Fund’s
charter or bylaws or any agreement or other instrument to which the Fund is a party. The capital stock of the Fund, including the Shares, conforms in all material respects to each description thereof, if any, contained or incorporated by reference
in the Registration Statement, any Basic Prospectus, the Prospectus or the Final Term Sheet, if any; and the certificates for the Shares, if any, are in due and proper form. The Fund is in compliance with the rules of the Stock Exchange, including,
without limitation, the requirements for continued listing of the Common Stock on the Stock Exchange and the Fund has not received any notice from the Stock Exchange regarding the delisting of the Common Stock from the Stock Exchange.
(h) The Manager has full corporate power and authority to enter into this Agreement and the transactions contemplated hereby. This Agreement
has been duly authorized, executed and delivered by the Manager. This Agreement constitutes a valid and binding agreement of the Manager and is enforceable against the Manager in accordance with its terms, except as the enforceability hereof and
thereof may be limited by applicable bankruptcy, insolvency, reorganization and similar laws affecting creditors’ rights generally and moratorium laws in effect from time to time and by equitable principles restricting the availability of
equitable remedies.
(i) No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental
or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the Stock Exchange), or
approval of the stockholders of the Fund that has not already been obtained, is required in connection with the issuance and sale of the Shares or the consummation by the Fund of the transactions contemplated hereby, other than (i) registration
of the Shares under the Securities Act and the 1940 Act, which has been effected, (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Manager or
(iii) under the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
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(j) Prior to the execution of the Distribution Agreement, the Fund has not, directly or
indirectly, offered or sold any Shares by means of any “prospectus” or “free writing prospectus” (in each case within the meaning of the Securities Act) or used any “prospectus” or “free writing prospectus”
(in each case within the meaning of the Securities Act) in connection with the offer or sale of the Shares, and from and after the execution of this Agreement, the Fund will not, directly or indirectly, offer or sell any Shares by means of any
“prospectus” or “free writing prospectus” (in each case within the meaning of the Securities Act) or use any “prospectus” or “free writing prospectus” (in each case within the meaning of the Securities Act) in
connection with the offer or sale of the Shares, other than the Prospectus, as amended or supplemented from time to time in accordance with the provisions of this Agreement, or any Issuer Free Writing Prospectus to which the Manager and the Dealer
have consented; and the Fund is not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Securities Act with respect to the
offering of the Shares contemplated by the Registration Statement.
SECTION 3. Additional Covenants.
(a) The Dealer hereby confirms that it undertakes to comply with all applicable sections of the regulations of FINRA’s Rules of Fair
Practice in connection with the Offerings.
(b) The Dealer agrees that it will not use, authorize use of, refer to, or participate in the
planning for use of any written communication (as defined in Rule 405 under the Securities Act) concerning any Offering, other than the Prospectus or any Issuer Free Writing Prospectus to which the Manager and the Dealer have consented.
(c) The Manager shall not be under any obligation to the Dealer except for obligations assumed hereunder or in writing by the Manager in
connection with any Offering. Nothing contained herein or in any communication in writing from us shall constitute the Manager and the Dealer an association or partners with one another. If such parties should be deemed to constitute a partnership
for Federal income tax purposes, then the Dealer elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agrees not to take any position inconsistent with that election. The Dealer
authorizes the Manager, in its discretion, to execute and file on its behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, each party shall be liable for its proportionate amount
of any tax, claim, demand or liability that may be asserted against it alone, based upon the claim that either of them constitute an association, an unincorporated business or other entity, including, in each case, its proportionate amount of any
expense incurred in defending against any such tax, claim, demand or liability.
(d) The parties acknowledge and agree that all share
related numbers contained in this Agreement shall be adjusted to take into account any stock split effected with respect to the Shares.
SECTION 4. Indemnification and Contribution.
(a) The Manager agrees to indemnify, defend and hold harmless the Dealer, its partners, directors and officers, and any person who controls
the Dealer within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (together with and the rules and regulations thereunder, the “Exchange Act”), and the
successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which the Dealer or any such person may incur under the Securities Act, the 1940
Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any breach of any representation, warranty, covenant or agreement of the Manager contained in this
Agreement, (ii) any violation by the Manager of any law, rule or regulation (including any rule of any self-regulatory organization), or (iii) any untrue statement of a material fact appearing in the Registration Statement, the Prospectus
or any Issuer Free Writing Prospectus or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent such statements were provided in writing by the Dealer for
inclusion in the Registration Statement, Prospectus or any Issuer Free Writing Prospectus.
(b) The Dealer agrees to indemnify, defend and
hold harmless the Manager, the Fund, their partners, directors and officers, and any person who controls the Manager or the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors
and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which the Manager or any such person may incur under the Securities Act, the 1940 Act, the
Exchange Act, the common
5
law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any breach of any representation, warranty, covenant or agreement of the Dealer
contained in this Agreement or (ii) any violation by the Dealer of any law, rule or regulation (including any rule of any self-regulatory organization).
(c) An indemnified person under Section 4 of this Agreement (the “Indemnified Party”) shall give written notice to the
other party (the “Indemnifying Party”) of any loss, damage, expense, liability or claim in respect of which the Indemnifying Party has a duty to indemnify such Indemnified Party under Section 4(a) or (b) of this Agreement
(a “Claim”), specifying in reasonable detail the nature of the loss, damage, expense, liability or claim for which indemnification is sought, except that any delay or failure so to notify such other party shall only relieve such
other party of its obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failure.
(d) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, the Indemnifying Party shall
assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or
proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the
Indemnifying Party has failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and
Indemnifying Party and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct
(whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between the Indemnifying Party and the Indemnified Party (in which case the Indemnifying Party shall not have the right to
assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that the Indemnifying Party shall, in connection with any one action, suit or proceeding or separate but substantially similar or
related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at
any time for all such Indemnified Parties not having actual or potential differing interests with the Indemnifying Party or among themselves, which firm shall be designated in writing by an authorized representative of such parties and that all such
fees and expenses shall be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent
or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such
settlement or judgment.
(e) With respect to any Claim not within Paragraph (d) of Section 4 hereof, the Indemnifying Party
shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If the Indemnifying Party does not respond within such twenty-day period, it shall be deemed
to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If the Indemnifying Party notifies the Indemnified Party within such twenty-day period
that it rejects such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.
(f) If the indemnification provided for in this Section 4 is unavailable to an Indemnified Party or insufficient to hold an Indemnified
Party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses,
damages, expenses, liabilities or claims in such proportion as is appropriate to reflect (i) the relative benefits received by the Indemnified Party and its Affiliates (treated jointly as one person for this purpose), on the one hand, and the
Indemnifying Party and its Affiliates, on the other hand, from the offering of the Shares; or (ii) if, but only if, the allocation provided for in clause (i) is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Indemnified Party and its Affiliates (treated jointly as one person for this purpose), on the one hand, and of the Indemnifying Party and its
Affiliates, on the other, in connection with any statements or omissions or other matters which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received
by the Indemnified Party and its Affiliates (treated jointly as one person for this purpose), on the one hand, and the Indemnifying Party and its Affiliates, on the other, shall be
6
deemed to be in the same respective proportions as the total proceeds from the Offering received by each such party and its Affiliates bear to the aggregate public offering price of the Shares.
The relative fault of the parties and their Affiliates shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information
supplied by such party or its Affiliate, on one hand, or by the other party or its Affiliate on the other hand and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection
with investigating, preparing to defend or defending any Proceeding.
(g) The parties agree that it would not be just and equitable if
contribution pursuant to this Section 4 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in subsection (f) above. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
(h) The indemnity and contribution agreements contained in this Section 4 and the covenants, warranties and representations of the
parties contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Dealer, its partners, directors or officers or any person (including each partner, officer or director of such
person) who controls the Dealer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or by or on behalf of the Manager, its directors or officers or any person who controls the Manager within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares.
SECTION 5. Representations and Agreements to Survive Delivery. The representations, warranties, covenants and agreements of the parties
contained in this Agreement, including, without limitation, the indemnity agreement contained in Section 4 hereof, shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any party
or any person controlling any party, or their directors or officers, (ii) acceptance of any Shares and payment therefor and (iii) any termination of this Agreement.
SECTION 6. Termination.
(a) This Agreement shall continue in full force and effect until terminated by either party by five days’ written notice to the other;
provided, that if this Agreement has become effective with respect to any Offering pursuant to this Agreement, this Agreement may not be terminated by you with respect to such Offering.
(b) This Agreement shall remain in full force and effect unless terminated pursuant to Section 6(a) above or otherwise by mutual
agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 4 and Section 5 shall remain in full force and effect.
(c) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination
shall not be effective until the close of business on the date of receipt of such notice by the Manager or the Dealer, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall
settle in accordance with the provisions of Section 1 of this Agreement.
SECTION 7. Notices. Except as otherwise herein
provided, all statements, requests, notices and agreements under this Agreement shall be in writing and delivered by hand, overnight courier, mail or facsimile and, if to the Manager, it shall be sufficient in all respects if delivered or sent to:
Nuveen Securities, LLC
333
West Wacker Drive
Suite 3300
Chicago, Illinois 60606
Attn:
Manager, Closed-End Products
with a copy for information purposes to:
7
333 West Wacker Drive
Suite 3300
Chicago, Illinois
60606
Attn: General Counsel
and if to the Dealer, it shall be sufficient in all respects if delivered or sent to:
UBS Securities LLC
1285 Avenue
of the Americas
New York, New York 10019
Attn: Saawan Pathange
Each
party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.
SECTION 8. Parties at Interest. The Agreement herein set forth has been and is made solely for the benefit of the Manager, the Fund,
and the Dealer and to the extent provided in Section 4 of this Agreement the controlling persons, directors and officers referred to in such section, and their respective successors, assigns, heirs, personal representatives and executors and
administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from the Manager) shall acquire or have any right under or by virtue of this Agreement.
SECTION 9. No Fiduciary Relationship. The Manager hereby acknowledges that the Dealer is acting solely as sub-sales agent in connection with the sale of the Shares and that the Dealer is acting pursuant to a contractual relationship created solely by this Agreement entered into on an
arm’s-length basis, and in no event do the parties intend that the Dealer act or be responsible as a fiduciary to the Manager or the Fund, their respective management, stockholders or creditors, or any
other person in connection with any activity that the Dealer may undertake or have undertaken in furtherance of the sale of the Shares, either before or after the date hereof.
SECTION 10. Entire Agreement. This Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous
agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof.
SECTION 11.
Counterparts; Heading. This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties. The Section headings in this Agreement have been inserted as a matter
of convenience of reference and are not a part of this Agreement.
SECTION 12. Law; Construction. This Agreement and any claim,
counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim “), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the
State of New York.
SECTION 13. Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or
continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication
of such matters, and each of the Manager and the Dealer consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer hereby consents to personal jurisdiction, service and venue in any
court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager or any indemnified party. Each of the Manager and the Dealer (on its behalf and, to the extent permitted by applicable
law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the
Manager and the Dealer agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer and may be enforced in any other courts to the jurisdiction
of which the Manager or the Dealer is or may be subject, by suit upon such judgment.
SECTION 14. Successors and Assigns. This
Agreement shall be binding upon the Manager, the Fund and the Dealer and their successors and assigns and any successor or assign of any substantial portion of the Manager’s, the Fund’s and the Dealer’s respective businesses and/or
assets.
8
If the foregoing correctly sets forth the understanding between the Manager and the Dealer,
please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement between the Manager and the Dealer. Alternatively, the execution of this Agreement by the Manager and
the acceptance by or on behalf of the Dealer may be evidenced by an exchange of telegraphic or other written communications.
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Very truly yours,
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NUVEEN SECURITIES, LLC
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By:
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/s/ Christopher Rohrbacher
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Name:
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Christopher Rohrbacher
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Title:
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Managing Director and Assistant Secretary
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ACCEPTED as of the date first above written
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UBS Securities LLC
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(as sub-placement agent)
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By:
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/s/ Saawan Pathange
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Name: Saawan Pathange
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Title: Managing Director
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By:
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/s/ Henry Du Pont
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Name: Henry Du Pont
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Title: Associate Director
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9
ADDENDUM
TO
SUB-PLACEMENT AGENT AGREEMENT
BETWEEN
NUVEEN SECURITIES, LLC
AND
UBS SECURITIES LLC
Compensation payable to the Dealer for acting as a sub-placement agent on behalf of the
Manager with respect to a specified sale of Shares pursuant to this Agreement shall be determined by multiplying the Gross Sales Proceeds by the Applicable Selling Agent Commission as set forth in the table below:
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Gross Sales
Commission
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Manager Retention
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Applicable
Selling Agent
Commission
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1.0 %
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0.20%
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0.80%
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Where:
“Gross Sales Proceeds” with respect to each sale of Shares shall be the Gross Sales Price multiplied by the number of Shares sold;
“Gross Sales Price” with respect to each sale of Shares sold pursuant to this Agreement shall be the gross sales price per
share of such Shares.
10
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated December 28, 2020, with respect to the financial statements and financial highlights of Nuveen Municipal High Income
Opportunity Fund, as of October 31, 2020, incorporated herein by reference, and to the references to our firm under the headings “Financial Highlights” and “Independent Registered Public Accounting Firm” in the Prospectus and
“Independent Registered Public Accounting Firm” in the Statement of Additional Information filed on Form N-2.
/s/ KPMG LLP
Chicago, Illinois
December 17, 2021
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Nuveen Compliance | 9 August 2021
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Code of Ethics
SUMMARY AND SCOPE
What the Code is about
Helping to ensure that Nuveen personnel place the interests of Nuveen clients ahead of their own personal interests.
Who the Code applies to and what the implications are
This Code applies to individuals in the following categories:
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Nuveen Employees based in the US or Canada (except employees of Gresham Investment Management LLC, Westchester Group Investment Management, Inc., and any employees of Greenwood Resources, Inc. who
are based outside of Portland, Oregon).
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Employees of any US-registered investment adviser who are based outside the US, except Gresham Investment Management LLC and Greenwood Resources, Inc.
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Consultants, interns, and temporary workers based in the US or Canada whose contract length is 90 days or more, unless the Nuveen Ethics Office determines otherwise.
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TIAA employees designated as Access Persons by the TIAA- CREF Funds Chief Compliance Officer or the Nuveen Ethics Office are subject to
the TIAA Corporate Code of Ethics with the same restrictions and requirements as this Code.
Independent directors and
trustees of the TIAA-CREF Funds Complex and Nuveen-sponsored or -branded funds have their own Code of Ethics and are not subject to this one.
For individuals who are subject to the Code, there are two designations with different implications: Access Person and Investment Person.
ACCESS PERSON
All Nuveen Employees who are subject to the Code are considered Access Persons, since they have, or could have, access to non-public information about securities transactions and other
investments, holdings, or recommendations for Affiliate-Advised Accounts or Portfolios.
Key characteristics of this
designation. An individual may be considered an Access Person of multiple advisers affiliated with Nuveen, or of only one. If your regular duties give you access to non-public information, or you are an
officer of a Nuveen or TIAA-CREF sponsored or branded fund, your personal trading is generally monitored only against the trading activity of the specific adviser(s) or Affiliated Funds
with which you are involved. For other employees, personal trading is typically monitored
against the trading activities of all advisers affiliated with Nuveen. You will generally not be permitted to execute transactions in a security on any day when an Affiliate-Advised Account or Portfolio managed by the adviser(s) that you are
monitored against has a pending buy or sell order for that security.
INVESTMENT PERSON
An Access Person who meets any of the following criteria will in addition be considered an Investment Person:
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The Access Person is a Portfolio Manager, Research Analyst or Research Assistant, or they otherwise participate in making recommendations or decisions concerning the purchase or sale of securities
in any Affiliate-Advised Account or Portfolio.
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The Access Person has been designated an Investment Person by the affiliate Chief Compliance Officer or the Nuveen Ethics Office.
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Key characteristics of this designation. The vast majority of Investment Persons are employees of Nuveen’s affiliated
investment advisers.
An Investment Person is prohibited from transacting in securities during the period starting 7 calendar
days before, and ending 7 calendar days after, any trade in an Affiliate-Advised Account or Portfolio for which he/she has responsibility. In addition, an Investment Person’s personal transactions will be reviewed for conflicts in the period
starting 7 calendar days before, and ending 7 calendar days after, all trades by their associated investment adviser(s). In some cases, the Investment Person may be required to reverse a trade and/or forfeit an appropriate portion of any profit as
determined by the Nuveen Ethics Office. These consequences can apply whether or not the trade was pre-cleared.
The personal trading of Investment Persons is generally only monitored against the trading activity of the specific adviser(s) for which
they have been designated an Investment Person.
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WHO TO
CONTACT
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Nuveen Ethics Office (Americas)
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Hotline: 1 800 842 2733 extension 22-5599
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nuveenethicsoffice@nuveen.com
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Code of Ethics
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Page
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Important to understand
Some of our affiliated investment advisers may have supplemental policies of their own that impose additional rules on the same
topics covered in this Code. Check with your manager or local/designated Chief Compliance Officer if you have questions.
Personal trading is a privilege, not a right. Nuveen Employees are expected to follow the law and adhere to the highest standards
of behavior—including with respect to personal trading. Any violation of the Code could have severe adverse effects on you, your co-workers, and Nuveen. You may be held personally liable for your conduct
and be subject to fines, regulatory sanctions, and even criminal penalties.
Because Nuveen can restrict your trading or take
actions such as forcing you to hold a position or to disgorge profits, personal trading carries risks beyond normal market risks.
Some requirements in this Code apply to Household Members. Each Household Member (see “Terms with Special Meanings” at right) is subject to the same personal trading restrictions and requirements that apply to
his/her related Nuveen Employee.
The Code does not address every ethical issue that might arise. If you have any
doubt at all after consulting the Code, contact the Nuveen Ethics Office for direction.
The Code applies to appearance as
well as substance. Always consider how any action might appear to an outside observer (such as a client or regulator).
You are expected to follow the Code both in letter and in spirit. Literal compliance, such as
pre-clearing a transaction, does not necessarily protect you from liability for conduct that violates the spirit of the Code. If you have questions about how to comply with this Code, consult the Nuveen Ethics
Office.
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TERMS WITH SPECIAL MEANINGS
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Within this policy, these terms are defined as follows:
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Affiliate-Advised Account or Portfolio Any Affiliated Fund, or any portfolio or client account advised or sub-advised by Nuveen.
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Affiliated Fund Any TIAA-CREF or Nuveen branded or sponsored open-end fund, closed-end fund, or Exchange Traded Fund (ETF), and any third-party fund advised or
sub-advised by Nuveen.
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Automatic Investment Plan Any program, such as a dividend reinvestment plan (DRIP), under which investment account purchases or withdrawals occur according
to a predetermined schedule and allocation.
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Beneficial Ownership Any interest by which you or any Household Member—directly or
indirectly—derives a monetary benefit from purchasing, selling, or owning a security or account, or exercises investment discretion.
You have Beneficial Ownership of securities held in accounts in your own name, or any Household Member’s name, and in all other
accounts over which you or any Household Member exercises or may exercise investment decision-making powers, or other influence or control, including trust, partnership, estate, and corporate accounts or other joint ownership or pooling
arrangements.
Code This Code of Ethics.
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Domestic Partner An individual who is neither a relative of or legally married to a Nuveen Employee, but shares a residence and is in a mutual commitment similar to marriage with such
Nuveen Employee.
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Federal Securities Laws The applicable portions of any of the following laws, as amended, and of any rules adopted under them by the Securities and Exchange
Commission or the Department of the Treasury:
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• Securities Act of 1933.
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• Securities Exchange Act of
1934.
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• Investment Company Act of
1940.
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• Investment Advisers Act of
1940.
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• Sarbanes-Oxley Act of 2002.
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• Title V of the Gramm-Leach-Bliley
Act.
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• The Bank Secrecy Act.
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Household Member Any of the following who reside, or are expected to reside for at least 90 days a year, in the same household as a Nuveen Employee:
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• Spouse or Domestic Partner.
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• Sibling.
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• Child, stepchild, grandchild.
• Parent, stepparent, grandparent.
• In-laws (mother, father, son, daughter, brother, sister).
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Independent Director Any director or trustee of an Affiliated Fund who is not an
“interested person” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended.
Managed Account Any account, including robo- advised accounts, in which you or a Household Member has Beneficial Ownership
and for which you have delegated full investment discretion in writing to a third- party broker or investment manager.
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Code of Ethics
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Page
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of 8
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TERMS WITH SPECIAL MEANINGS
(continued)
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Nuveen Nuveen, LLC and all of its direct or indirect subsidiaries worldwide.
Nuveen Employee Any full- or part-time employee of Nuveen, and any consultants, interns or temporary workers designated by the
Nuveen Ethics Office.
Private Placement Any offering exempt from registration under the Securities Act of 1933, such as
a private equity investment, hedge fund, or limited partnership. A private investment in public equity (PIPE) is also considered a Private Placement.
Reportable Account Any account for which you or a Household Member has Beneficial Ownership AND in which securities can be bought,
sold or held. This includes, among others:
• All brokerage, IRA,
custodial and trust accounts.
• All Managed Accounts.
• All 529 College Savings Plan accounts.
• Any TIAA 401(k) plan account.
• Any 401(k) plan account from a previous employer that permits transactions in
any Reportable Security.
• Any direct holding in an Affiliated
Fund.
• Any health savings account (HSA) that permits the purchase
of any security.
• Any employee stock purchase plan (ESPP) or
employee stock ownership plan (ESOP).
The following are NOT considered Reportable
Accounts:
• Charitable giving accounts.
• Any 401(k) plan account or any other account held directly with a mutual fund
complex or mutual fund-only platform in which open-end, non-Affiliated Funds are the only possible investment.
• Any cash management account with a broker in which a security cannot be
purchased or sold.
• Any accounts that can invest only in
cryptocurrency such as Bitcoin or Ethereum.
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Reportable Security Any security EXCEPT:
• Direct obligations of the US government (indirect obligations, such as Fannie
Mae and Freddie Mac securities, are reportable).
• Certificates of
deposit, bankers’ acceptances, commercial paper, and high quality short-term debt (including repurchase agreements).
• Money market funds.
• Open-end funds that are not
Affiliated Funds.
• Note that
closed-end funds are Reportable Securities.
Reportable Transaction Any
transaction involving a Reportable Security EXCEPT:
• Transactions
in Managed Accounts. Section 16 Persons: Transactions involving Nuveen closed-end funds in any of your Managed Accounts are reportable.
• Transactions under an Automatic Investment Plan; note that transactions that
override the pre-set schedule or allocation are reportable.
• Dividends.
• Interest
Accrued.
Section 16 Person Section 16 of the Exchange Act and the rules thereunder impose
certain obligations on persons specified in section 30(h) of the Investment Company Act of 1940, as well as insiders of any public company that trades on a national stock exchange (such as a Nuveen closed-end
fund). For purposes of Section 16, an “insider” is:
• A director of a public company.
• A designated officer of a public company.
• A person who beneficially owns 10% or more of any class of equity security
that is registered under Section 12 of the Exchange Act.
• A
portfolio manager of a Nuveen closed-end fund.
Persons subject to Section 16
include portfolio managers of the Nuveen closed-end funds.
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GENERAL RESTRICTIONS AND REQUIREMENTS
BASIC PRINCIPLES
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1.
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Never abuse a client’s trust, rights, or interests.
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This means you must never do any of the following:
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Engage in any plan or action, or use any device, that would defraud or deceive a client.
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Make any material statements of fact that are incorrect or misleading, either as to what they include or omit.
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Engage in any manipulative practice.
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Use your position (including any knowledge or access to opportunities you have gained by virtue of your position) to personal advantage or to a client’s disadvantage. This would include, for
example, front- running or tailgating (trading directly before or after the execution of a large client trade order), or any attempt to influence a client’s
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trading to enhance the value of your personal holdings.
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Conduct personal trading in any way that could be inconsistent with your fiduciary duties to a client (even if it does not technically violate the Code).
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2.
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Handle conflicts of interest appropriately. This applies not only to actual
conflicts of interest, but also to any situation that might appear to an outside observer to be improper or a breach of fiduciary duty.
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3.
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Keep confidential information confidential. Always properly safeguard any
confidential information you obtain in the course of your work. This includes confidential information related to any of the following:
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Any Affiliate-Advised Account or Portfolio and any other financial product offered or serviced by Nuveen.
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Code of Ethics
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Page
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New products, product changes, or business initiatives.
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Past, current, and prospective clients, including their identities, investments, and account activity.
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“Keeping information confidential” means using discretion in disclosing information as well as guarding
against unlawful or inappropriate access by others. This includes:
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Making sure no confidential information is visible on your computer screen and desk when you are not there.
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Not sharing passwords with others.
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Using caution when discussing business in any location where your conversation could be overheard. Confidential information may be released only as required by law or as permitted under the
applicable privacy policy(ies). Consult the Nuveen Ethics Office or your local/designated CCO before releasing any confidential information.
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4.
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Handle Material Non-Public Information
properly. Follow all of the terms described in “Material Non-Public Information” below. Be aware that any failure to handle such information properly is a serious offense and may lead to
disciplinary action from Nuveen as well as serious civil or criminal liability.
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Comply with Federal Securities Laws. Any violation of these laws is punishable as
a violation of the Code.
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Never do anything indirectly that, if done directly, would violate the Code. Such
actions will be considered the equivalent of direct Code violations.
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7.
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Promptly alert the Nuveen Ethics Office or your local/designated CCO of any actual or
suspected wrongdoing. Examples of wrongdoing include violations of the Federal Securities Laws, misuse of corporate assets, misuse of confidential information, or other violations of the Code. If you prefer to report confidentially, call the
TIAA Confidential Helpline at 1-877-774-6492. Note that failure to report suspected wrongdoing in a timely fashion is itself a
violation of the Code.
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PRE-CLEARANCE AND
HOLDING REQUIREMENTS
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Pre-clear any trade in Reportable Securities,
including certain Affiliated Funds (see box on next page for additional information).
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If your trade requires pre-clearance, request approval through the Protegent
PTA system (PTA) before you or any Household Member places an order to buy or sell any Reportable Security. Any approval you receive expires at the end of the day it was granted; however, you may place after-hours trades in international markets
until 11:59 PM local time on that day. When requesting pre-clearance, follow this process:
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Request pre-clearance on the same day you want to trade, during standard US trading hours (9:30 AM to 4:00 PM ET). Be sure your pre-clearance request is accurate as to security and direction of trade.
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Wait for approval to be displayed before trading. If you receive approval, you may only trade that same day, and only within the scope of approval. If you do not receive approval, do not trade.
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Place day orders only. Do not place good-till-canceled orders or limit orders that expire beyond the day of pre-clearance approval. You may place orders for
an after-hours trading session or in foreign markets using that day’s pre-clearance approval, but you must not place any order that could remain open into the next day’s trading session.
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9.
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Hold positions in securities that are subject to pre- clearance for 60 calendar days,
or be prepared to forfeit any gains. Several things to note:
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You may be required to surrender any gains realized (net of commissions) through a violation of this rule.
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The 60-day holding requirement is tested on a last- in-first-out basis,
across all of your holdings (not just within individual accounts).
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The 60-day holding requirement extends to any options or other transactions that may have the same effect as a purchase or sale, and to all Reportable
Securities except Exchange Traded Funds (ETFs), Exchange Traded Notes (ETNs), Unit Investment Trusts (UITs), and open-end Affiliated Funds. Nuveen-branded or sponsored
closed-end funds are subject to the 60-day holding requirement.
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You may sell the security on the 60th day after purchase, provided you obtain pre-clearance or an approved exemption applies.
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You may re-purchase a security immediately after executing a sale of that same security, which will trigger a new 60 calendar day holding period.
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You may close a position at a loss at any time provided pre-clearance approval has been obtained, or an approved exemption applies. If your pre-clearance has been denied, it is advisable that you contact the Nuveen Ethics Office if you are seeking to sell at a loss within 60 days of your purchase.
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10.
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Comply with trading restrictions described in the prospectuses for all Affiliated
Funds. This includes restrictions on frequent trading in shares of any open-end Affiliated Fund.
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11.
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Pre-clear any transaction in a Managed
Account that involves your influence. You must also immediately consult with the Nuveen Ethics Office to discuss whether the account in question can properly remain classified as a Managed Account.
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Code of Ethics
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Page
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12.
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Obtain the required approvals before any transaction in a Private Placement,
including PIPEs. Participation and approval for all transactions in Private Placements advised or sub-advised by Nuveen, is facilitated by the Nuveen Employee Investment Program (NuveenEIP@nuveen.com).
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For all other Private Placements, you must obtain approval for initial and subsequent commitments to invest but not sales/redemptions. Be aware that sales/redemptions are Reportable Transactions.
Approval is required even if the investment is made in a Managed Account.
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WHAT NEEDS TO BE PRE-CLEARED
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Pre-clearance required
• All actively initiated trades in Reportable Securities, except
those listed here under “No pre- clearance required.”
• The sale of restricted stock or employee stock options accrued
during prior employment or a Household Member’s employment require pre-clearance. If pre- clearance is denied, you may contact the Nuveen Ethics Office to request reconsideration.
Be aware that pre-clearance can be withdrawn even after it has been granted,
and even after you have traded, if Nuveen later becomes aware of Affiliate-Advised Account or Portfolio trades whose existence would have resulted in denial of pre-clearance. In these cases you may be required
to reverse a trade and/or forfeit an appropriate portion of any profit, as determined by the Nuveen Ethics Office.
Be aware that trades initiated by a broker to address the financial standing of an account can result in violations
and will generally not be protected by the Code’s “actively initiated trade” language for trades requiring pre- clearances. Example include, but are not limited to, brokers initiating trades in margin accounts, brokers initiating
trades to cover account fees, and brokers initiating trades to remediate a minimum or negative cash balance in an account.
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Pre-clearance not required
• Shares of any open-end
mutual fund (including Affiliated Funds).
• ETFs,
ETNs, UITs (including options on ETFs and ETNs).
• CDs
and commercial paper.
• Securities acquired or
disposed of through actions outside your control or issued pro rata to all holders of the same class of investment, such as automatic dividend reinvestments, stock splits, mergers, spin-offs, or rights subscriptions.
• The automatic exercise or liquidation by an exchange of a
derivative instrument upon expiration or the delivery of securities pursuant to a written option that is exercised against you, and the assignment of options.
• Sales pursuant to a bona fide tender offer.
• Trades made through an Automatic Investment Plan that have been
disclosed to the Nuveen Ethics Office in advance.
• Trades in a Managed Account (except that you must pre-clear any trades that involve your influence, any initial purchases of Private Placements, purchases in any equity IPO, and any sales or redemptions of Private Placements that are branded, sponsored, advised or
sub- advised by Nuveen).
• Foreign currencies,
including futures.
• Commodity instruments.
• Index options and index futures.
• Direct investments in cryptocurrencies.
• Crypto instruments that are comprised of and invest solely in
cryptocurrencies.
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OTHER RESTRICTIONS
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13.
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Never knowingly trade any security being traded or considered for trade by any
Affiliate-Advised Account or Portfolio. This applies to employee transactions in securities that are exempt from pre- clearance, and includes equivalent or related securities.
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For example, if a company’s common stock is being traded, you may face restrictions on trading any of the
company’s debt, preferred, or foreign equivalent securities, and from trading or exercising any options based on the company’s securities.
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14.
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Always prioritize client trades over personal trades. Your fiduciary duties to
the client are far more important than your personal trading, which is a privilege and not a right. Never delay or in any way alter the timing or terms of a client trade for your personal benefit.
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15.
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Do not engage in trading that involves single stock futures.
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16.
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Do not engage in uncovered short sales of individual securities.
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17.
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You may trade options on individual securities, subject to the 60-day holding period. Options traded must have an expiration of at least 60 days from the date that you enter into the contract. You are not permitted to close an option at a profit within 60 days of having
entered into the contract. The option contract can be closed in less than 60 days at a loss, provided pre- clearance approval has been obtained.
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18.
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Never participate in an investment club or similar entity.
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Code of Ethics
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19.
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Do not engage in excessive or inappropriate trading activity. Never let personal
trading interfere with your professional duties. The Nuveen Ethics Office and/or your local/designated CCO, in consultation with your manager, will determine what constitutes excessive or inappropriate trading.
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20.
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Pre-clear the sale of securities in a margin
account. Margin accounts are permitted, however you must obtain pre-clearance when selling to meet a margin call, even if the transaction is initiated by a broker.
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21.
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Never purchase an IPO without advance approval. This includes Managed Accounts.
Equity IPO participation is generally prohibited but approval may be granted in special circumstances, such as when:
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•
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You already have equity in the company and are offered shares.
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•
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You are a policy holder or depositor in a company that is demutualizing.
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•
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A Household Member has been offered shares as an employee.
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Purchases of initial offerings of SPACs, fixed income securities, convertible securities, preferred securities, open- and closed-end funds, commodity pools, and secondary equity offerings are
generally permitted subject to prior approval from the Nuveen Ethics Office.
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MATERIAL NON-PUBLIC INFORMATION
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What is Material Non-Public Information?
Material
Non-Public Information is defined as information regarding any security, securities-based derivatives or issuer of a security that is both material and non-public.
Information is material if both of the following are true:
• A reasonable investor would likely consider it important when making an investment
decision.
• Public release of the information would likely affect the price
of a security.
Information is
generally non-public if it has not been distributed through a widely used public medium, such as a press release or a report, filing or other periodic communication.
Restrictions and
requirements
• Any time you think you might have, or may be about to, come into possession of
Material Non-Public Information (whether in connection with your position at Nuveen or not), alert the Nuveen Ethics Office. Alternatively, you may alert your local/designated CCO or Legal office, who in turn
must promptly notify the Nuveen Ethics Office. Follow the instructions you are given.
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• Until you receive further instructions from the Nuveen Ethics
Office, your local/designated CCO, or Legal, do not take any action in relation to the information, including trading or recommending the relevant securities or communicating the information to anyone else.
• Never make decisions on your own regarding potential Material Non-Public Information, including whether such information is actually Material Non-Public Information or what steps should be taken.
• If the Nuveen Ethics Office, your local/designated CCO and/or Legal determine that
you have Material Non- Public Information:
– Do not buy, sell, gift,
or otherwise dispose of the issuer’s securities, whether on behalf of an Affiliate-Advised Account or Portfolio, yourself, or anyone else.
– Do not in any way recommend, encourage, or influence others to transact in
the issuer’s securities, even if you do not specifically disclose or reference the Material Non- Public Information.
– Do not communicate the Material
Non-Public Information to anyone, whether inside or outside Nuveen, except in discussions with the Nuveen Ethics Office and Legal and as expressly permitted by any confidentiality agreement or supplemental
policies and procedures of your business unit.
• Please refer to
Nuveen’s Material Non-Public Information and Insider Trading Policy for detailed information.
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REPORTING REQUIREMENTS
UPON BECOMING A NUVEEN EMPLOYEE
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22.
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Within 10 calendar days of starting at Nuveen, acknowledge receipt of the Code.
This includes certifying that you have read the Code, understand it, recognize that you are subject to it, have complied with all of its applicable requirements, and have submitted all Code-required reports.
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23.
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Within 10 calendar days of starting at Nuveen, use PTA to report all of your
Reportable Accounts and holdings in Reportable Securities.
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For each Reportable
Account that permits the purchase of Reportable Securities, upload the most recent statement, making sure that it includes information about the broker, dealer, or bank through which the account is held and the
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Code of Ethics
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type of account. For each Reportable Security, provide the security
name and type, a ticker symbol or CUSIP, the number of shares or units held, and the principal amount (dollar value).
This information must be no older than 45 calendar days before your first day of employment.
Note that there are separate procedures for Managed Accounts, as described below in item 24. Within 10 calendar days of starting at Nuveen, report all current investments in Private Placements (limited offerings). Limited
offerings are Reportable Securities.
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24.
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Within 30 calendar days of starting at Nuveen, move or close any Reportable Account
that is not at an approved firm. This does not include Reportable Accounts that are 401(k), HSA, ESPP/ESOP, or 529 plans. Accounts held directly with a mutual fund complex or mutual fund only platform in which
open-end non- Affiliated Funds are the only possible investment are not reportable. Contact the Nuveen Ethics Office if you are unsure whether your account must be held with an approved firm. The list of
approved firms is maintained by the Nuveen Ethics Office and may be accessed on PTA.
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Under very limited circumstances, it may be possible to obtain a waiver to keep a Reportable Account at a non-
approved firm. Examples include:
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•
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An account owned by a Household Member who works at another financial firm with comparable restrictions.
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•
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An account that holds securities that cannot be transferred.
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•
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An account that cannot be moved because of a trust agreement.
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To apply for an exception, contact the Nuveen Ethics Office. For any account granted an exception, you are required to upload statements for the account in PTA based on the frequency with which a statement is generated for the
account (e.g. monthly, quarterly). In all cases, if your accounts are not held at an approved firm, you must manually enter all Reportable Transactions in PTA within 5 days of execution.
Consultants and temporary workers are generally not required to move or close Reportable Accounts.
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25.
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Within 30 calendar days of starting at Nuveen, seek approval to liquidate any
securities held prior to starting at Nuveen that you do not wish to continue to hold. If you wish to liquidate securities that you held prior to joining Nuveen, seek approval by contacting the Nuveen Ethics Office within 30 calendar days of
starting at Nuveen. If you do not liquidate securities during this time, you will generally forfeit this consideration for liquidation.
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WHEN OPENING ANY MANAGED ACCOUNT
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26.
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Get pre-approval for any new Managed Account
before any trading activity commences and report the account within 10 calendar days of the date you or a Household Member opens the account or an account becomes a Reportable Account through marriage, cohabitation, divorce, death, or another
event. Using the appropriate form which may be accessed in PTA, provide representations that support the classification of the account as a Managed Account. For an account to be classified as a Managed Account, the account owner must have no direct
or indirect influence or control over the securities in the account. The form must be signed by the account’s broker or investment manager and by all account owners. You may be asked periodically to confirm these representations or submit an
updated form to confirm such.
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Note that upon request, you are also responsible for
providing duplicate statements for the Managed Account to the Ethics Office
WHEN OPENING ANY NEW REPORTABLE ACCOUNT
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27.
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Report any new Reportable Account, including Managed Accounts. Do this in PTA
within 10 calendar days of the date you or a Household member opens the account or an account becomes a Reportable Account through marriage, cohabitation, divorce, death, or another event.
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EVERY QUARTER
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28.
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Within 30 calendar days of the end of each calendar quarter, verify in PTA that all
Reportable Transactions made during that quarter have been reported. PTA will display all transactions of yours for which it has received notice (except transactions in your TIAA pension and retirement plan accounts, which you are not required
to report because the firm accesses this information directly). For any other Reportable Transactions not displayed, or displayed inaccurately, you are responsible for making any necessary revisions in PTA prior to completing your certification.
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29.
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For each Reportable Transaction, you must provide, as applicable, the transaction
date, security name and type, ticker symbol or CUSIP, interest rate (coupon) and maturity date, number of shares, price at which the transaction was effected, principal amount (dollar value), the nature of the trade (buy or sell), and the name of
the broker, dealer, or bank that effected the transaction. It is very important that you carefully review and verify the transactions and related details displayed on PTA, checking for accuracy and completeness. Once again, if you find any errors or
omissions, correct or add to your list of transactions in PTA.
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Code of Ethics
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Page
8
of 8
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EVERY YEAR
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30.
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Within 45 calendar days of the end of each calendar year, acknowledge receipt of the
most recent version of the Code and certify in PTA as to your annual Reportable Security holdings and Reportable Accounts.
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The reporting must contain the information described in item 23 above, and include your certification that you have
reported all Reportable Accounts, and all holdings in Reportable Securities at year end. You are responsible for ensuring that all of your Reportable Accounts have been accurately reported in PTA. If any of your holdings in Reportable Securities are
not displayed in PTA or are displayed inaccurately, you are responsible for entering adjustments and trade confirms or making any necessary revisions in PTA to complete your certification.
In addition, you must affirm each year through PTA that each Managed Account is properly classified as a Managed
Account, for yourself and on behalf of any Household Member. This separate certification does not require broker or investment manager involvement.
You also must acknowledge any amendments to the Code that occur during the course of the year.
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ADDITIONAL RULES FOR
SECTION 16 PERSONS
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• Pre-clear (through PTA) any transactions in Nuveen closed-end funds and any other closed-end funds
of which you are a Section 16 Person. Your request will be reviewed by Legal.
• Pre-clear buy/sell
transactions involving any Nuveen closed-end funds within your Managed Account(s).
• When selling for a gain any securities you buy that are issued
by the entity of which you are a Section 16 Person, make sure it is at least 6 months after your most recent purchase of that security. This rule extends to any options or other transactions that may have the same effect as a purchase or sale,
and is tested on a last-in-first-out basis. You may be required to surrender any gains realized through a violation of this rule. Note that for any fund of which you are
a Section 16 Person, no exception from pre-clearance is available.
• Promptly email details of all executed transactions in these
securities to the appropriate contact in Legal.
• See the Nuveen Funds Section 16 Policy and Procedures for
additional information.
If you are
unsure whether you are a Section 16 Person, contact Legal or the Nuveen Ethics Office.
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CODE
ADMINISTRATION
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Training
You will be required to participate in training
on the Code when joining Nuveen as well as periodically during the time you are subject to the Code.
Exceptions
The Code exists to prevent violations of law. The Nuveen Ethics Office may, under certain circumstances, grant waivers
from a Code requirement. No waivers or exceptions that would violate any law will be granted.
Monitoring
The Nuveen Ethics Office is responsible for monitoring accounts, transactions, holdings and certifications for any
violations of this Code.
Consequences of violation
Any individual who violates the Code is subject to penalty. Penalties could include, among other possibilities, a
written warning, restriction of trading privileges, unwinding or reversing trades, disgorgement of trading profits, fines, and suspension or termination of employment.
Applicable rules
The Code has been adopted in recognition of
Nuveen’s fiduciary obligations to clients and in accordance with various provisions of Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940. This Code is also adopted by the Affiliated
Funds advised by Nuveen Fund Advisors, LLC, TIAA-CREF Investment Management, LLC and Teachers Advisors, LLC under Rule 17j-1.
Some elements of the Code also constitute part of Nuveen’s response to Financial Industry Regulatory Authority
(FINRA) requirements that apply to registered personnel of Nuveen Securities, LLC.
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NUVEEN
CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in his capacity as a director/trustee of the
above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L.
WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940
registering shares of the Funds, including any pre-effective and post-effective amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority,
federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee of the above-referenced organizations has
hereunto set his hand this 10th day of August 2021.
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/s/ Jack B. Evans
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Jack B. Evans
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NUVEEN
CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in his capacity as a director/trustee of the
above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L.
WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940
registering shares of the Funds, including any pre-effective and post-effective amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority,
federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee of the above-referenced organizations has
hereunto set his hand this 10th day of August 2021.
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/s/ William C. Hunter
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William C. Hunter
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NUVEEN
CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in her capacity as a director/trustee of the
above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L.
WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her and on her behalf and in
her name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940
registering shares of the Funds, including any pre-effective and post-effective amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority,
federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee of the above-referenced organizations has
hereunto set her hand this 10th day of August 2021.
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/s/ Amy B.R. Lancellotta
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|
Amy B.R. Lancellotta
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NUVEEN
CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in her capacity as a director/trustee of the
above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L.
WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her and on her behalf and in
her name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940
registering shares of the Funds, including any pre-effective and post-effective amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority,
federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee of the above-referenced organizations has
hereunto set her hand this 10th day of August 2021.
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/s/ Joanne T. Medero
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Joanne T. Medero
|
NUVEEN
CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in his capacity as a director/trustee of the
above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L.
WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940
registering shares of the Funds, including any pre-effective and post-effective amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority,
federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee of the above-referenced organizations has
hereunto set his hand this 10th day of August 2021.
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|
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/s/ Albin F. Moschner
|
|
Albin F. Moschner
|
NUVEEN
CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in his capacity as a director/trustee of the
above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L.
WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940
registering shares of the Funds, including any pre-effective and post-effective amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority,
federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee of the above-referenced organizations has
hereunto set his hand this 10th day of August 2021.
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|
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/s/ John K. Nelson
|
|
John K. Nelson
|
NUVEEN
CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in her capacity as a director/trustee of the
above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L.
WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her and on her behalf and in
her name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940
registering shares of the Funds, including any pre-effective and post-effective amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority,
federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee of the above-referenced organizations has
hereunto set her hand this 10th day of August 2021.
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|
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/s/ Judith M. Stockdale
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|
Judith M. Stockdale
|
NUVEEN
CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in her capacity as a director/trustee of the
above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L.
WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her and on her behalf and in
her name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940
registering shares of the Funds, including any pre-effective and post-effective amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority,
federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee of the above-referenced organizations has
hereunto set her hand this 10th day of August 2021.
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|
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/s/ Carole E. Stone
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Carole E. Stone
|
NUVEEN
CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in his capacity as a director/trustee of the
above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L.
WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940
registering shares of the Funds, including any pre-effective and post-effective amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority,
federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee of the above-referenced organizations has
hereunto set his hand this 10th day of August 2021.
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|
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/s/ Matthew Thornton III
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Matthew Thornton III
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NUVEEN
CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in his capacity as a director/trustee of the
above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L.
WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940
registering shares of the Funds, including any pre-effective and post-effective amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority,
federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee of the above-referenced organizations has
hereunto set his hand this 10th day of August 2021.
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|
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/s/ Terence J. Toth
|
|
Terence J. Toth
|
NUVEEN
CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in her capacity as a director/trustee of the
above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L.
WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her and on her behalf and in
her name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940
registering shares of the Funds, including any pre-effective and post-effective amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority,
federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee of the above-referenced organizations has
hereunto set her hand this 10th day of August 2021.
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|
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/s/ Margaret L. Wolff
|
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Margaret L. Wolff
|
NUVEEN
CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in his capacity as a director/trustee of the
above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, CHRISTOPHER M. ROHRBACHER, MARK L.
WINGET and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940
registering shares of the Funds, including any pre-effective and post-effective amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority,
federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee of the above-referenced organizations has
hereunto set his hand this 10th day of August 2021.
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/s/ Robert L. Young
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Robert L. Young
|
APPENDIX A
NUVEEN AMT-FREE MUNICIPAL CREDIT
INCOME FUND (NVG)
NUVEEN
AMT-FREE MUNICIPAL VALUE FUND (NUW)
NUVEEN AMT-FREE QUALITY MUNICIPAL
INCOME FUND (NEA)
NUVEEN ARIZONA QUALITY
MUNICIPAL INCOME FUND (NAZ)
NUVEEN CALIFORNIA AMT-FREE QUALITY MUNICIPAL INCOME FUND (NKX)
NUVEEN CALIFORNIA QUALITY MUNICIPAL INCOME FUND
(NAC)
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND,
INC. (NCA)
NUVEEN CALIFORNIA SELECT TAX-FREE INCOME PORTFOLIO (NXC)
NUVEEN
CORE EQUITY ALPHA FUND (JCE)
NUVEEN
CREDIT STRATEGIES INCOME FUND (JQC)
NUVEEN
DOW 30 DYNAMIC OVERWRITE FUND (DIAX)
NUVEEN
DYNAMIC MUNICIPAL OPPORTUNITIES FUND (NDMO)
NUVEEN
ENHANCED MUNICIPAL VALUE FUND (NEV)
NUVEEN
FLOATING RATE INCOME FUND (JFR)
NUVEEN
FLOATING RATE INCOME OPPORTUNITY FUND (JRO)
NUVEEN HIGH INCOME 2020 TARGET TERM FUND (JHY)
NUVEEN MINNESOTA QUALITY MUNICIPAL INCOME
FUND (NMS)
NUVEEN MUNICIPAL CREDIT OPPORTUNITIES
FUND (NMCO)
NUVEEN MUNICIPAL HIGH INCOME
OPPORTUNITY FUND (NMZ)
NUVEEN MUNICIPAL INCOME
FUND, INC. (NMI)
NUVEEN MUNICIPAL VALUE
FUND, INC. (NUV)
NUVEEN NASDAQ 100 DYNAMIC OVERWRITE
FUND (QQQX)
NUVEEN PREFERRED & INCOME
OPPORTUNITIES FUND (JPC)
NUVEEN PREFERRED &
INCOME SECURITIES FUND (JPS)
NUVEEN REAL
ESTATE INCOME FUND (JRS)
NUVEEN S&P BUY-WRITE INCOME FUND (BXMX)
NUVEEN
S&P 500 DYNAMIC OVERWRITE FUND (SPXX)
NUVEEN SELECT
TAX-FREE INCOME PORTFOLIO (NXP)
NUVEEN SELECT TAX-FREE
INCOME PORTFOLIO 2 (NXQ)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 3 (NXR)
NUVEEN
SENIOR INCOME FUND (NSL)
NUVEEN SHORT
DURATION CREDIT OPPORTUNITIES FUND (JSD)
NUVEEN
TAXABLE MUNICIPAL INCOME FUND (NBB)
NUVEEN
TEXAS QUALITY MUNICIPAL INCOME FUND (NTX)
NUVEEN VIRGINIA QUALITY MUNICIPAL INCOME FUND
(NPV)