|
|
|
|
|
NPFD |
|
Nuveen Variable Rate Preferred & Income Fund (continued) |
|
Portfolio of Investments July 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Description (1) |
|
Coupon |
|
|
|
|
|
Ratings (2) |
|
|
Value |
|
|
|
|
|
|
Insurance (continued) |
|
|
|
|
|
|
|
|
131,900 |
|
|
Enstar Group Ltd |
|
|
7.000% |
|
|
|
|
|
|
|
BBB- |
|
|
$
|
3,202,532 |
|
|
188,600 |
|
|
Reinsurance Group of America Inc |
|
|
5.750% |
|
|
|
|
|
|
|
BBB+ |
|
|
|
4,950,750 |
|
|
77,800 |
|
|
Reinsurance Group of America Inc |
|
|
6.200% |
|
|
|
|
|
|
|
BBB+ |
|
|
|
1,971,452 |
|
|
|
|
|
Total Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,147,305 |
|
|
|
|
|
|
Multi-Utilities 0.2% |
|
|
|
|
|
|
|
|
31,600 |
|
|
NiSource Inc |
|
|
6.500% |
|
|
|
|
|
|
|
BBB- |
|
|
|
843,088 |
|
|
|
|
|
|
Oil, Gas & Consumable Fuels 2.9% |
|
|
|
|
|
|
|
|
51,100 |
|
|
Energy Transfer LP |
|
|
7.600% |
|
|
|
|
|
|
|
BB |
|
|
|
1,211,070 |
|
|
176,668 |
|
|
NuStar Energy LP |
|
|
8.769% |
|
|
|
|
|
|
|
B2 |
|
|
|
4,231,199 |
|
|
271,200 |
|
|
NuStar Energy LP |
|
|
7.673% |
|
|
|
|
|
|
|
B2 |
|
|
|
5,681,640 |
|
|
154,289 |
|
|
NuStar Logistics LP |
|
|
9.246% |
|
|
|
|
|
|
|
B |
|
|
|
3,854,139 |
|
|
|
|
|
Total Oil, Gas & Consumable Fuels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,978,048 |
|
|
|
|
|
|
Thrifts & Mortgage Finance 1.9% |
|
|
|
|
|
|
|
|
115,560 |
|
|
Federal Agricultural Mortgage Corp |
|
|
6.000% |
|
|
|
|
|
|
|
N/R |
|
|
|
3,411,909 |
|
|
243,300 |
|
|
New York Community Bancorp Inc |
|
|
6.375% |
|
|
|
|
|
|
|
Ba2 |
|
|
|
6,369,594 |
|
|
|
|
|
Total Thrifts & Mortgage Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,781,503 |
|
|
|
|
|
|
Trading Companies & Distributors 1.0% |
|
|
|
|
|
|
|
|
164,687 |
|
|
Air Lease Corp |
|
|
6.150% |
|
|
|
|
|
|
|
BB+ |
|
|
|
4,020,010 |
|
|
43,800 |
|
|
WESCO International Inc |
|
|
10.625% |
|
|
|
|
|
|
|
B |
|
|
|
1,232,970 |
|
|
|
|
|
Total Trading Companies & Distributors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,252,980 |
|
|
|
|
|
Total $25 Par (or similar) Retail Preferred (cost
$160,024,352) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
148,518,077 |
|
|
|
|
|
Total Long-Term Investments (cost $876,730,281) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
791,624,511 |
|
|
|
|
|
|
|
Principal Amount (000) |
|
|
Description (1) |
|
Coupon |
|
|
Maturity |
|
|
|
|
|
Value |
|
|
|
|
|
|
|
|
|
|
SHORT-TERM INVESTMENTS 0.9% (0.6% of Total Investments) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REPURCHASE AGREEMENTS 0.9% (0.6% of Total Investments) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,815 |
|
|
Repurchase Agreement with Fixed Income Clearing Corporation, dated
7/29/22, repurchase price $4,815,151, collateralized by $3,144,200, U.S Treasury Inflation Index Government Bond, 2.500%, due 1/15/29, value $4,911,339 |
|
|
0.450% |
|
|
|
8/01/22 |
|
|
|
|
|
|
$ |
4,814,971 |
|
|
|
|
|
Total Short-Term Investments (cost $4,814,971) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,814,971 |
|
|
|
|
|
Total Investments (cost $881,545,252)
156.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
796,439,482 |
|
|
|
|
|
Borrowings (37.1)% (8), (9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(188,600,000 |
) |
|
|
|
|
Reverse Repurchase Agreements, including accrued
interest (20.4)% (10) |
|
|
|
|
|
|
|
(103,887,702 |
) |
|
|
|
|
Other Assets Less Liabilities 1.0% (11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,877,233 |
|
|
|
|
|
Net Assets Applicable to Common Shares
100% |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
508,829,013 |
|
Investments in Derivatives
Futures
Contracts Short
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description |
|
Number of Contracts |
|
|
Expiration Date |
|
|
Notional Amount |
|
|
Value |
|
|
Unrealized Appreciation (Depreciation) |
|
U.S. Treasury 5-Year Note |
|
|
(493 |
) |
|
|
9/22 |
|
|
$ |
(55,890,599 |
) |
|
$ |
(56,067,196 |
) |
|
$ |
(176,597 |
) |
64
For Fund portfolio compliance purposes, the
Funds industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for
purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.
(1) |
All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise
noted. |
(2) |
For financial reporting purposes, the ratings disclosed are the highest of Standard & Poors Group
(Standard & Poors), Moodys Investors Service, Inc. (Moodys) or Fitch, Inc. (Fitch) rating. This treatment of split-rated securities may differ from that used for other purposes, such as for
Fund investment policies. Ratings below BBB by Standard & Poors, Baa by Moodys or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies. Ratings are
not covered by the report of independent registered public accounting firm. |
(3) |
Perpetual security. Maturity date is not applicable. |
(4) |
Investment, or portion of investment, has been pledged to collateralize the net payment obligations for investments in
reverse repurchase agreements. As of the end of the reporting period, investments with a value of $145,022,279 have been pledged as collateral for reverse repurchase agreements. |
(5) |
Variable rate security. The rate shown is the coupon as of the end of the reporting period. |
(6) |
Contingent Capital Securities (CoCos) are hybrid securities with loss absorption characteristics built into
the terms of the security for the benefit of the issuer. For example, the terms may specify an automatic write-down of principal or a mandatory conversion into the issuers common stock under certain adverse circumstances, such as the
issuers capital ratio falling below a specified level. |
(7) |
For fair value measurement disclosure purposes, investment classified as Level 2. |
(8) |
Borrowings as a percentage of Total Investments is 23.7%. |
(9) |
The Fund may pledge up to 100% of its eligible investments (excluding any investments separately pledged as collateral for
specific investments in derivatives, when applicable) in the Portfolio of Investments as collateral for borrowings. As of the end of the reporting period, investments with a value of $395,783,244 have been pledged as collateral for borrowings.
|
(10) |
Reverse Repurchase Agreements, including accrued interest as a percentage of Total investments is 13.0%.
|
(11) |
Other assets less liabilities includes the unrealized appreciation (depreciation) of certain over-the-counter
(OTC) derivatives as well as the OTC cleared and exchange-traded derivatives, when applicable. The unrealized appreciation (depreciation) of OTC cleared and exchange-traded derivatives is recognized as part of the cash collateral at
brokers and/or the receivable or payable for variation margin as presented on the Statement of Assets and Liabilities, when applicable. |
144A |
Investment is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These investments may
only be resold in transactions exempt from registration, which are normally those transactions with qualified institutional buyers. |
LIBOR |
London Inter-Bank Offered Rate |
RegS |
Regulation S allows U.S. companies to sell securities to persons or entities located outside of the United States without
registering those securities with the Securities and Exchange Commission. Specifically, Regulation S provides a safe harbor from the registration requirements of the Securities Act for the offers and sales of securities by both foreign and domestic
issuers that are made outside the United States. |
See
accompanying notes to financial statements.
65
Statement of Assets and Liabilities
July 31, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPC |
|
|
JPI |
|
|
JPS |
|
|
JPT |
|
|
NPFD |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term investments, at value (cost $1,439,517,773, $781,162,580, $2,768,440,441, $144,534,066 and
$876,730,281, respectively) |
|
$ |
1,396,259,035 |
|
|
$ |
756,907,774 |
|
|
$ |
2,685,974,703 |
|
|
$ |
138,761,143 |
|
|
$ |
791,624,511 |
|
Short-term investments, at value (cost approximates value) |
|
|
4,813,498 |
|
|
|
4,622,286 |
|
|
|
31,360,397 |
|
|
|
194,673 |
|
|
|
4,814,971 |
|
Cash |
|
|
4,615,537 |
|
|
|
|
|
|
|
969,792 |
|
|
|
25 |
|
|
|
|
|
Cash collateral at brokers for investments in
futures(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
689,898 |
|
Cash denominated in foreign currencies (cost $, $, $163, $ and $,
respectively) |
|
|
|
|
|
|
|
|
|
|
163 |
|
|
|
|
|
|
|
|
|
Unrealized appreciation on interest rate swaps |
|
|
2,520,950 |
|
|
|
941,418 |
|
|
|
5,265,234 |
|
|
|
|
|
|
|
|
|
Receivable for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
132,809 |
|
|
|
85,294 |
|
|
|
1,047,244 |
|
|
|
17,159 |
|
|
|
171,672 |
|
Interest |
|
|
18,461,052 |
|
|
|
9,704,790 |
|
|
|
35,256,590 |
|
|
|
1,917,246 |
|
|
|
10,020,159 |
|
Investments sold |
|
|
391,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclaims |
|
|
49,905 |
|
|
|
|
|
|
|
|
|
|
|
1,843 |
|
|
|
28,877 |
|
Deferred offering costs |
|
|
187,362 |
|
|
|
|
|
|
|
198,422 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
360,668 |
|
|
|
82,734 |
|
|
|
929,601 |
|
|
|
6,370 |
|
|
|
5,367 |
|
Total assets |
|
|
1,427,791,937 |
|
|
|
772,344,296 |
|
|
|
2,761,002,146 |
|
|
|
140,898,459 |
|
|
|
807,355,455 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash overdraft |
|
|
|
|
|
|
116,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash collateral due to broker |
|
|
2,825,673 |
|
|
|
1,055,181 |
|
|
|
5,305,638 |
|
|
|
|
|
|
|
|
|
Borrowings |
|
|
423,400,000 |
|
|
|
216,000,000 |
|
|
|
499,300,000 |
|
|
|
47,000,000 |
|
|
|
188,600,000 |
|
Reverse repurchase agreements, including accrued interest |
|
|
102,318,630 |
|
|
|
65,189,978 |
|
|
|
275,588,867 |
|
|
|
|
|
|
|
103,887,702 |
|
Unrealized depreciation on interest rate swaps |
|
|
249,556 |
|
|
|
|
|
|
|
595,246 |
|
|
|
|
|
|
|
|
|
Payable for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
5,467,089 |
|
|
|
2,937,935 |
|
|
|
8,857,764 |
|
|
|
543,727 |
|
|
|
3,334,099 |
|
Investments purchased regular settlement |
|
|
6,969,222 |
|
|
|
1,575,000 |
|
|
|
|
|
|
|
290,000 |
|
|
|
1,650,000 |
|
Offering costs |
|
|
|
|
|
|
|
|
|
|
576,102 |
|
|
|
|
|
|
|
|
|
Variation margin on futures contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,852 |
|
Taxable Fund Preferred (TFP) Shares, net of deferred offering costs (liquidation preference
$, $, $ 270,000,000, $ and $, respectively) |
|
|
|
|
|
|
|
|
|
|
268,930,316 |
|
|
|
|
|
|
|
|
|
Accrued expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
886,725 |
|
|
|
453,254 |
|
|
|
1,277,098 |
|
|
|
9,561 |
|
|
|
324,799 |
|
Management fees |
|
|
953,633 |
|
|
|
537,538 |
|
|
|
1,730,357 |
|
|
|
68,216 |
|
|
|
611,339 |
|
Trustees fees |
|
|
342,811 |
|
|
|
67,357 |
|
|
|
658,247 |
|
|
|
6,328 |
|
|
|
8,282 |
|
Shelf offering costs |
|
|
40,772 |
|
|
|
|
|
|
|
41,761 |
|
|
|
|
|
|
|
|
|
Other |
|
|
275,788 |
|
|
|
169,839 |
|
|
|
443,953 |
|
|
|
69,280 |
|
|
|
106,369 |
|
Total liabilities |
|
|
543,729,899 |
|
|
|
288,102,178 |
|
|
|
1,063,305,349 |
|
|
|
47,987,112 |
|
|
|
298,526,442 |
|
Commitments and contingencies (as disclosed in Note
8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable to common shares |
|
$ |
884,062,038 |
|
|
$ |
484,242,118 |
|
|
$ |
1,697,696,797 |
|
|
$ |
92,911,347 |
|
|
$ |
508,829,013 |
|
Common shares outstanding |
|
|
105,069,232 |
|
|
|
22,772,419 |
|
|
|
205,710,932 |
|
|
|
4,391,624 |
|
|
|
24,164,141 |
|
Net asset value (NAV) per common share
outstanding |
|
$ |
8.41 |
|
|
$ |
21.26 |
|
|
$ |
8.25 |
|
|
$ |
21.16 |
|
|
$ |
21.06 |
|
Net assets applicable to common shares consist of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares, $0.01 par value per share |
|
$ |
1,050,692 |
|
|
$ |
227,724 |
|
|
$ |
2,057,109 |
|
|
$ |
43,916 |
|
|
$ |
241,641 |
|
Paid-in-surplus |
|
|
1,049,253,894 |
|
|
|
537,875,526 |
|
|
|
1,877,845,371 |
|
|
|
111,065,215 |
|
|
|
603,829,711 |
|
Total distributable earnings (loss) |
|
|
(166,242,548 |
) |
|
|
(53,861,132 |
) |
|
|
(182,205,683 |
) |
|
|
(18,197,784 |
) |
|
|
(95,242,339 |
) |
Net assets applicable to common shares |
|
$ |
884,062,038 |
|
|
$ |
484,242,118 |
|
|
$ |
1,697,696,797 |
|
|
$ |
92,911,347 |
|
|
$ |
508,829,013 |
|
Authorized shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common |
|
|
Unlimited |
|
|
|
Unlimited |
|
|
|
Unlimited |
|
|
|
Unlimited |
|
|
|
Unlimited |
|
Preferred |
|
|
Unlimited |
|
|
|
Unlimited |
|
|
|
Unlimited |
|
|
|
Unlimited |
|
|
|
Unlimited |
|
(1) |
Cash pledged to collateralize the net payment obligations for investments in derivatives. |
See accompanying notes to financial statements.
66
Statement of Operations
Year Ended July 31, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPC |
|
|
JPI |
|
|
JPS |
|
|
JPT |
|
|
NPFD(1) |
|
Investment Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
$ |
22,544,081 |
|
|
$ |
10,352,481 |
|
|
$ |
21,322,198 |
|
|
$ |
2,606,099 |
|
|
$ |
5,071,899 |
|
Interest |
|
|
66,182,397 |
|
|
|
36,656,466 |
|
|
|
136,024,336 |
|
|
|
6,997,733 |
|
|
|
16,451,030 |
|
Rehypothecation income |
|
|
74,994 |
|
|
|
68,003 |
|
|
|
255,820 |
|
|
|
|
|
|
|
|
|
Total investment income |
|
|
88,801,472 |
|
|
|
47,076,950 |
|
|
|
157,602,354 |
|
|
|
9,603,832 |
|
|
|
21,522,929 |
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management fees |
|
|
12,434,968 |
|
|
|
7,008,448 |
|
|
|
23,760,225 |
|
|
|
1,565,270 |
|
|
|
4,441,428 |
|
Interest expense and amortization of offering costs |
|
|
6,937,616 |
|
|
|
3,692,626 |
|
|
|
13,603,119 |
|
|
|
560,206 |
|
|
|
2,456,257 |
|
Liquidity fees |
|
|
|
|
|
|
|
|
|
|
130,623 |
|
|
|
|
|
|
|
|
|
Remarketing fees |
|
|
|
|
|
|
|
|
|
|
13,500 |
|
|
|
|
|
|
|
|
|
Custodian fees |
|
|
181,605 |
|
|
|
106,131 |
|
|
|
339,879 |
|
|
|
30,157 |
|
|
|
72,529 |
|
Trustees fees |
|
|
46,100 |
|
|
|
24,892 |
|
|
|
89,440 |
|
|
|
10,417 |
|
|
|
22,004 |
|
Professional fees |
|
|
141,601 |
|
|
|
78,050 |
|
|
|
231,570 |
|
|
|
124,905 |
|
|
|
56,239 |
|
Shareholder reporting expenses |
|
|
149,909 |
|
|
|
69,325 |
|
|
|
296,493 |
|
|
|
25,920 |
|
|
|
19,687 |
|
Shareholder servicing agent fees |
|
|
2,241 |
|
|
|
648 |
|
|
|
4,802 |
|
|
|
1,398 |
|
|
|
108 |
|
Stock exchange listing fees |
|
|
30,670 |
|
|
|
7,211 |
|
|
|
60,279 |
|
|
|
7,175 |
|
|
|
|
|
Investor relations expenses |
|
|
49,508 |
|
|
|
27,521 |
|
|
|
101,871 |
|
|
|
6,214 |
|
|
|
22,860 |
|
Other |
|
|
27,380 |
|
|
|
15,607 |
|
|
|
34,331 |
|
|
|
10,514 |
|
|
|
3,085 |
|
Total expenses before expense reimbursement |
|
|
20,001,598 |
|
|
|
11,030,459 |
|
|
|
38,666,132 |
|
|
|
2,342,176 |
|
|
|
7,094,197 |
|
Expense reimbursement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(254,914 |
) |
|
|
|
|
Net expenses |
|
|
20,001,598 |
|
|
|
11,030,459 |
|
|
|
38,666,132 |
|
|
|
2,087,262 |
|
|
|
7,094,197 |
|
Net investment income (loss) |
|
|
68,799,874 |
|
|
|
36,046,491 |
|
|
|
118,936,222 |
|
|
|
7,516,570 |
|
|
|
14,428,732 |
|
Realized and Unrealized Gain (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gain (loss) from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments and foreign currency |
|
|
(14,551,968 |
) |
|
|
(2,694,347 |
) |
|
|
10,651,214 |
|
|
|
(1,075,211 |
) |
|
|
(5,398,457 |
) |
Futures contracts |
|
|
1,713,691 |
|
|
|
1,612,854 |
|
|
|
|
|
|
|
265,502 |
|
|
|
985,489 |
|
Swaps |
|
|
(5,165,009 |
) |
|
|
(2,649,333 |
) |
|
|
(10,105,705 |
) |
|
|
|
|
|
|
|
|
Change in net unrealized appreciation (depreciation) of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments and foreign currency |
|
|
(170,838,823 |
) |
|
|
(99,769,575 |
) |
|
|
(393,846,791 |
) |
|
|
(19,958,013 |
) |
|
|
(85,105,770 |
) |
Futures contracts |
|
|
896,503 |
|
|
|
844,887 |
|
|
|
|
|
|
|
138,551 |
|
|
|
(176,597 |
) |
Swaps |
|
|
29,067,374 |
|
|
|
8,472,981 |
|
|
|
54,965,989 |
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain (loss) |
|
|
(158,878,232 |
) |
|
|
(94,182,533 |
) |
|
|
(338,335,293 |
) |
|
|
(20,629,171 |
) |
|
|
(89,695,335 |
) |
Net increase (decrease) in net assets applicable to common shares
from operations |
|
$ |
(90,078,358 |
) |
|
$ |
(58,136,042 |
) |
|
$ |
(219,399,071 |
) |
|
$ |
(13,112,601 |
) |
|
$ |
(75,266,603 |
) |
(1) |
For the period December 15, 2021 (commencement of operations) through July 31, 2022. |
See accompanying notes to financial statements.
67
Statement of Changes in Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPC |
|
|
JPI |
|
|
|
Year Ended 7/31/22 |
|
|
Year Ended 7/31/21 |
|
|
Year Ended 7/31/22 |
|
|
Year Ended 7/31/21 |
|
Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) |
|
$
|
68,799,874
|
|
|
$ |
69,111,496 |
|
|
$
|
36,046,491
|
|
|
$ |
37,498,387 |
|
Net realized gain (loss) from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments and foreign currency |
|
|
(14,551,968
|
)
|
|
|
8,606,310 |
|
|
|
(2,694,347
|
)
|
|
|
8,849,056 |
|
Futures contracts |
|
|
1,713,691
|
|
|
|
1,062,326 |
|
|
|
1,612,854
|
|
|
|
976,904 |
|
Swaps |
|
|
(5,165,009
|
)
|
|
|
(6,217,126 |
) |
|
|
(2,649,333
|
)
|
|
|
(2,991,949 |
) |
Change in net unrealized appreciation (depreciation) of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments and foreign currency |
|
|
(170,838,823
|
)
|
|
|
90,072,375 |
|
|
|
(99,769,575
|
)
|
|
|
54,551,734 |
|
Futures contracts |
|
|
896,503
|
|
|
|
(526,263 |
) |
|
|
844,887
|
|
|
|
(506,715 |
) |
Swaps |
|
|
29,067,374
|
|
|
|
15,312,751 |
|
|
|
8,472,981
|
|
|
|
3,970,105 |
|
Net increase (decrease) in net assets applicable to common shares
from operations |
|
|
(90,078,358
|
)
|
|
|
177,421,869 |
|
|
|
(58,136,042
|
)
|
|
|
102,347,522 |
|
Distributions to Common Shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
(66,660,132
|
)
|
|
|
(65,752,057 |
) |
|
|
(35,659,439
|
)
|
|
|
(35,645,968 |
) |
Decrease in net assets applicable to common shares from distributions
to common shareholders |
|
|
(66,660,132
|
)
|
|
|
(65,752,057 |
) |
|
|
(35,659,439
|
)
|
|
|
(35,645,968 |
) |
Capital Share Transactions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from shelf offering, net of offering costs |
|
|
11,703,948 |
|
|
|
4,757,224 |
|
|
|
|
|
|
|
|
|
Proceeds from sale of shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from shares issued to shareholders due to reinvestment of distributions |
|
|
382,390 |
|
|
|
93,796 |
|
|
|
154,363
|
|
|
|
122,141 |
|
Cost of shares repurchased and retired through tender offer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets applicable to common shares
from capital share transactions |
|
|
12,086,338 |
|
|
|
4,851,020 |
|
|
|
154,363
|
|
|
|
122,141 |
|
Net increase (decrease) in net assets applicable to common shares |
|
|
(144,652,152
|
)
|
|
|
116,520,832 |
|
|
|
(93,641,118
|
)
|
|
|
66,823,695 |
|
Net assets applicable to common shares at the beginning of
period |
|
$
|
1,028,714,190
|
|
|
$ |
912,193,358 |
|
|
$
|
577,883,236
|
|
|
$ |
511,059,541 |
|
Net assets applicable to common shares at the end of
period |
|
$
|
884,062,038
|
|
|
$ |
1,028,714,190 |
|
|
$
|
484,242,118
|
|
|
$ |
577,883,236 |
|
See accompanying notes to financial statements.
68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPS |
|
|
JPT |
|
|
|
Year Ended 7/31/22 |
|
|
Year Ended 7/31/21 |
|
|
Year Ended 7/31/22 |
|
|
Year Ended 7/31/21 |
|
Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) |
|
$
|
118,936,222
|
|
|
$ |
127,664,148 |
|
|
$
|
7,516,570
|
|
|
$ |
8,952,095 |
|
Net realized gain (loss) from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments and foreign currency |
|
|
10,651,214
|
|
|
|
19,722,013 |
|
|
|
(1,075,211
|
)
|
|
|
771,145 |
|
Futures contracts |
|
|
|
|
|
|
|
|
|
|
265,502
|
|
|
|
232,378 |
|
Swaps |
|
|
(10,105,705
|
)
|
|
|
(11,669,868 |
) |
|
|
|
|
|
|
|
|
Change in net unrealized appreciation (depreciation) of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments and foreign currency |
|
|
(393,846,791
|
)
|
|
|
131,150,023 |
|
|
|
(19,958,013
|
)
|
|
|
14,886,835 |
|
Futures contracts |
|
|
|
|
|
|
|
|
|
|
138,551
|
|
|
|
(54,008 |
) |
Swaps |
|
|
54,965,989
|
|
|
|
28,742,497 |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets applicable to common shares
from operations |
|
|
(219,399,071
|
)
|
|
|
295,608,813 |
|
|
|
(13,112,601
|
)
|
|
|
24,788,445 |
|
Distributions to Common Shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
(121,278,321
|
)
|
|
|
(123,552,214 |
) |
|
|
(8,310,452
|
)
|
|
|
(9,728,671 |
) |
Decrease in net assets applicable to common shares from distributions
to common shareholders |
|
|
(121,278,321
|
)
|
|
|
(123,552,214 |
) |
|
|
(8,310,452
|
)
|
|
|
(9,728,671 |
) |
Capital Share Transactions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from shelf offering, net of offering costs |
|
|
9,114,000 |
|
|
|
9,215,446 |
|
|
|
|
|
|
|
|
|
Proceeds from sale of shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from shares issued to shareholders due to reinvestment of distributions |
|
|
287,954 |
|
|
|
466,698 |
|
|
|
54,398 |
|
|
|
118,396 |
|
Cost of shares repurchased and retired through tender offer |
|
|
|
|
|
|
|
|
|
|
(57,097,582 |
) |
|
|
|
|
Net increase (decrease) in net assets applicable to common shares
from capital share transactions |
|
|
9,401,954 |
|
|
|
9,682,144 |
|
|
|
(57,043,184
|
)
|
|
|
118,396 |
|
Net increase (decrease) in net assets applicable to common shares |
|
|
(331,275,438
|
)
|
|
|
181,738,743 |
|
|
|
(78,466,237
|
)
|
|
|
15,178,170 |
|
Net assets applicable to common shares at the beginning of
period |
|
$
|
2,028,972,235
|
|
|
$ |
1,847,233,492 |
|
|
$
|
171,377,584
|
|
|
$ |
156,199,414 |
|
Net assets applicable to common shares at the end of
period |
|
$
|
1,697,696,797
|
|
|
$ |
2,028,972,235 |
|
|
$
|
92,911,347
|
|
|
$ |
171,377,584 |
|
See accompanying notes to financial statements.
69
Statement of Changes in Net Assets (continued)
|
|
|
|
|
|
|
NPFD |
|
|
|
For the period 12/15/2021 (commencement of operations) through 7/31/2022 |
|
Operations |
|
|
|
|
Net investment income (loss) |
|
$ |
14,428,732 |
|
Net realized gain (loss) from: |
|
|
|
|
Investments and foreign currency |
|
|
(5,398,457 |
) |
Futures contracts |
|
|
985,489 |
|
Swaps |
|
|
|
|
Change in net unrealized appreciation (depreciation) of: |
|
|
|
|
Investments and foreign currency |
|
|
(85,105,770 |
) |
Futures contracts |
|
|
(176,597 |
) |
Swaps |
|
|
|
|
Net increase (decrease) in net assets applicable to common shares
from operations |
|
|
(75,266,603 |
) |
Distributions to Common Shareholders |
|
|
|
|
Dividends |
|
|
(20,007,909 |
) |
Decrease in net assets applicable to common shares from distributions
to common shareholders |
|
|
(20,007,909 |
) |
Capital Share Transactions |
|
|
|
|
Common shares: |
|
|
|
|
Proceeds from shelf offering, net of offering costs |
|
|
|
|
Proceeds from sale of shares |
|
|
604,003,525 |
|
Net proceeds from shares issued to shareholders due to reinvestment of distributions |
|
|
|
|
Cost of shares repurchased and retired through tender offer |
|
|
|
|
Net increase (decrease) in net assets applicable to common shares
from capital share transactions |
|
|
604,003,525 |
|
Net increase (decrease) in net assets applicable to common shares |
|
|
508,729,013 |
|
Net assets applicable to common shares at the beginning of
period |
|
$ |
100,000 |
|
Net assets applicable to common shares at the end of
period |
|
$ |
508,829,013 |
|
See accompanying notes to financial statements.
70
Statement of Cash Flows
Year Ended July 31, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPC |
|
|
JPI |
|
|
JPS |
|
|
JPT |
|
|
NPFD(1) |
|
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Net Assets Applicable to Common Shares from Operations |
|
$ |
(90,078,358 |
) |
|
$ |
(58,136,042 |
) |
|
$ |
(219,399,071 |
) |
|
$ |
(13,112,601 |
) |
|
$ |
(75,266,603 |
) |
Adjustments to reconcile the net increase (decrease) in net assets applicable to common shares from
operations to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of investments |
|
|
(1,065,218,624 |
) |
|
|
(76,350,812 |
) |
|
|
(341,330,102 |
) |
|
|
(60,041,463 |
) |
|
|
(957,552,596 |
) |
Proceeds from sales and maturities of investments |
|
|
1,088,424,268 |
|
|
|
85,146,382 |
|
|
|
440,401,303 |
|
|
|
116,802,842 |
|
|
|
68,477,715 |
|
Proceeds from (Purchase of) short-term investments, net |
|
|
19,933,857 |
|
|
|
(2,369,571 |
) |
|
|
3,298,646 |
|
|
|
533,888 |
|
|
|
(4,814,971 |
) |
Proceeds from litigation settlement |
|
|
223,196 |
|
|
|
|
|
|
|
237,302 |
|
|
|
|
|
|
|
|
|
Taxes paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(529 |
) |
|
|
(32,173 |
) |
Amortization (Accretion) of premiums and discounts, net |
|
|
3,668,317 |
|
|
|
2,843,590 |
|
|
|
11,330,148 |
|
|
|
1,056,898 |
|
|
|
6,978,316 |
|
Amortization of deferred offering costs |
|
|
|
|
|
|
|
|
|
|
20,316 |
|
|
|
|
|
|
|
|
|
(Increase) Decrease in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivable for dividends |
|
|
94,200 |
|
|
|
4,754 |
|
|
|
(25,219 |
) |
|
|
3,040 |
|
|
|
(171,672 |
) |
Receivable for interest |
|
|
(1,230,690 |
) |
|
|
(16,190 |
) |
|
|
3,170,807 |
|
|
|
172,853 |
|
|
|
(10,020,159 |
) |
Receivable for investments sold |
|
|
(391,121 |
) |
|
|
|
|
|
|
196,740 |
|
|
|
|
|
|
|
|
|
Receivable for reclaims |
|
|
42 |
|
|
|
39 |
|
|
|
|
|
|
|
(1,843 |
) |
|
|
(28,877 |
) |
Receivable for shares sold |
|
|
563,167 |
|
|
|
|
|
|
|
1,541,350 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
43,553 |
|
|
|
(5,746 |
) |
|
|
(149,856 |
) |
|
|
(6,126 |
) |
|
|
(5,367 |
) |
Increase (Decrease) in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payable for Investments purchased regular settlement |
|
|
(464,661 |
) |
|
|
(2,774,033 |
) |
|
|
(24,683,125 |
) |
|
|
(770,000 |
) |
|
|
1,650,000 |
|
Payable for offering costs |
|
|
|
|
|
|
|
|
|
|
576,102 |
|
|
|
|
|
|
|
|
|
Payable for variation margin on futures contracts |
|
|
(77,344 |
) |
|
|
(72,891 |
) |
|
|
|
|
|
|
(11,953 |
) |
|
|
3,852 |
|
Accrued management fees |
|
|
(147,238 |
) |
|
|
(84,286 |
) |
|
|
(398,224 |
) |
|
|
(89,818 |
) |
|
|
611,339 |
|
Accrued interest |
|
|
686,393 |
|
|
|
427,965 |
|
|
|
1,050,368 |
|
|
|
7,417 |
|
|
|
810,501 |
|
Accrued Trustees fees |
|
|
(56,315 |
) |
|
|
(7,693 |
) |
|
|
(107,089 |
) |
|
|
4,639 |
|
|
|
8,282 |
|
Accrued shelf offering costs |
|
|
(24,244 |
) |
|
|
|
|
|
|
(5,826 |
) |
|
|
|
|
|
|
|
|
Accrued other expenses |
|
|
(56,733 |
) |
|
|
(37,709 |
) |
|
|
(94,184 |
) |
|
|
(27,962 |
) |
|
|
106,369 |
|
Net realized (gain) loss from investments and foreign currency |
|
|
14,551,968 |
|
|
|
2,694,347 |
|
|
|
(10,651,214 |
) |
|
|
1,075,211 |
|
|
|
5,398,457 |
|
Change in net unrealized (appreciation) depreciation of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments and foreign currency |
|
|
170,838,823 |
|
|
|
99,769,575 |
|
|
|
393,846,791 |
|
|
|
19,958,013 |
|
|
|
85,105,770 |
|
Swaps |
|
|
(29,067,374 |
) |
|
|
(8,472,981 |
) |
|
|
(54,965,989 |
) |
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
112,215,082 |
|
|
|
42,558,698 |
|
|
|
203,859,974 |
|
|
|
65,552,506 |
|
|
|
(878,741,817 |
) |
Cash Flow from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from TFP shares issued, at liquidation preference |
|
|
|
|
|
|
|
|
|
|
270,000,000 |
|
|
|
|
|
|
|
|
|
Proceeds from borrowings |
|
|
10,700,000 |
|
|
|
1,200,000 |
|
|
|
|
|
|
|
|
|
|
|
210,200,000 |
|
(Repayments of) borrowings |
|
|
(50,000,000 |
) |
|
|
(20,000,000 |
) |
|
|
(374,000,000 |
) |
|
|
|
|
|
|
(21,600,000 |
) |
Proceeds from reverse repurchase agreements |
|
|
3,500,000 |
|
|
|
8,500,000 |
|
|
|
|
|
|
|
|
|
|
|
120,000,000 |
|
(Repayments of) reverse repurchase agreements |
|
|
(22,400,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,598,000 |
) |
Proceeds from shelf offering, net of offering costs |
|
|
11,705,923 |
|
|
|
|
|
|
|
9,114,930 |
|
|
|
|
|
|
|
|
|
Proceeds from sale of shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
604,003,525 |
|
(Payments for) deferred offering costs |
|
|
|
|
|
|
|
|
|
|
(1,090,000 |
) |
|
|
|
|
|
|
|
|
Increase (Decrease) in cash overdraft |
|
|
|
|
|
|
116,096 |
|
|
|
|
|
|
|
(34,712 |
) |
|
|
|
|
Increase (Decrease) in cash collateral due to broker |
|
|
2,825,673 |
|
|
|
1,055,181 |
|
|
|
5,305,638 |
|
|
|
|
|
|
|
|
|
Cash distributions paid to common shareholders |
|
|
(66,209,883 |
) |
|
|
(35,509,936 |
) |
|
|
(122,350,431 |
) |
|
|
(8,505,212 |
) |
|
|
(16,673,810 |
) |
Cost of common shares repurchased and retired through tender
offer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(57,097,582 |
) |
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
(109,878,287 |
) |
|
|
(44,638,659 |
) |
|
|
(213,019,863 |
) |
|
|
(65,637,506 |
) |
|
|
879,331,715 |
|
Net Increase (Decrease) in Cash, cash denominated in foreign currencies and Cash Collateral at
Brokers |
|
|
2,336,795 |
|
|
|
(2,079,961 |
) |
|
|
(9,159,889 |
) |
|
|
(85,000 |
) |
|
|
589,898 |
|
Cash, cash denominated in foreign currencies and cash collateral at
brokers at the beginning of period |
|
|
2,278,742 |
|
|
|
2,079,961 |
|
|
|
10,129,844 |
|
|
|
85,025 |
|
|
|
100,000 |
|
Cash, cash denominated in foreign currencies and cash collateral
at brokers at the end of period |
|
$ |
4,615,537 |
|
|
$ |
|
|
|
$ |
969,955 |
|
|
$ |
25 |
|
|
$ |
689,898 |
|
The following table provides a
reconciliation of cash and cash collateral at brokers to the statement of assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPC |
|
|
JPI |
|
|
JPS |
|
|
JPT |
|
|
NPFD(1) |
|
Cash |
|
$ |
4,615,537 |
|
|
$ |
|
|
|
$ |
969,792 |
|
|
$ |
25 |
|
|
$ |
|
|
Cash denominated in foreign currencies |
|
|
|
|
|
|
|
|
|
|
163 |
|
|
|
|
|
|
|
|
|
Cash collateral at brokers for investments in futures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
689,898 |
|
Total cash, cash denominated in foreign currencies and cash
collateral at brokers |
|
$ |
4,615,537 |
|
|
$ |
|
|
|
$ |
969,955 |
|
|
$ |
25 |
|
|
$ |
689,898 |
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest (excluding amortization of offering costs) |
|
$ |
6,247,880 |
|
|
$ |
3,250,862 |
|
|
$ |
12,541,706 |
|
|
$ |
552,268 |
|
|
$ |
1,645,756 |
|
Non-cash financing activities not included herein consists of
reinvestments of common share distributions |
|
|
382,390 |
|
|
|
154,363 |
|
|
|
287,954 |
|
|
|
54,398 |
|
|
|
|
|
(1) |
For the period December 15, 2021 (commencement of operations) through July 31, 2022. |
See accompanying notes to financial statements.
71
Financial Highlights
Selected data for a share outstanding throughout each period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Operations |
|
|
Less Distributions to Common Shareholders |
|
|
Common Share |
|
|
|
Beginning Common Share NAV |
|
|
Net Investment Income (Loss)(a) |
|
|
Net Realized/ Unrealized Gain (Loss) |
|
|
Total |
|
|
From Net Investment Income |
|
|
From Accumulated Net Realized Gains |
|
|
Return of Capital |
|
|
Total |
|
|
Premium from Shares Sold through Shelf Offering |
|
|
Shelf
Offering Costs |
|
|
Ending NAV |
|
|
Ending Share Price |
|
|
|
|
|
|
|
|
|
JPC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 7/31: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
$ |
9.91 |
|
|
$ |
0.66 |
|
|
$ |
(1.52 |
) |
|
$ |
(0.86 |
) |
|
$ |
(0.64 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
(0.64 |
) |
|
$ |
|
* |
|
$ |
|
* |
|
$ |
8.41 |
|
|
$ |
8.20 |
|
2021 |
|
|
8.83 |
|
|
|
0.67 |
|
|
|
1.05 |
|
|
|
1.72 |
|
|
|
(0.64 |
) |
|
|
|
|
|
|
|
|
|
|
(0.64 |
) |
|
|
|
* |
|
|
|
* |
|
|
9.91 |
|
|
|
10.00 |
|
2020 |
|
|
10.14 |
|
|
|
0.65 |
|
|
|
(1.26 |
) |
|
|
(0.61 |
) |
|
|
(0.68 |
) |
|
|
|
|
|
|
(0.02 |
) |
|
|
(0.70 |
) |
|
|
|
|
|
|
|
|
|
|
8.83 |
|
|
|
8.81 |
|
2019 |
|
|
10.16 |
|
|
|
0.70 |
|
|
|
0.01 |
|
|
|
0.71 |
|
|
|
(0.70 |
) |
|
|
|
|
|
|
(0.03 |
) |
|
|
(0.73 |
) |
|
|
|
|
|
|
|
|
|
|
10.14 |
|
|
|
9.91 |
|
2018 |
|
|
10.87 |
|
|
|
0.76 |
|
|
|
(0.70 |
) |
|
|
0.06 |
|
|
|
(0.77 |
) |
|
|
|
|
|
|
|
* |
|
|
(0.77 |
) |
|
|
|
|
|
|
|
|
|
|
10.16 |
|
|
|
9.44 |
|
|
JPI |
|
|
Year Ended 7/31: |
|
2022 |
|
|
25.38 |
|
|
|
1.58 |
|
|
|
(4.13 |
) |
|
|
(2.55 |
) |
|
|
(1.57 |
) |
|
|
|
|
|
|
|
|
|
|
(1.57 |
) |
|
|
|
|
|
|
|
|
|
|
21.26 |
|
|
|
20.51 |
|
2021 |
|
|
22.45 |
|
|
|
1.65 |
|
|
|
2.85 |
|
|
|
4.50 |
|
|
|
(1.57 |
) |
|
|
|
|
|
|
|
|
|
|
(1.57 |
) |
|
|
|
|
|
|
|
|
|
|
25.38 |
|
|
|
26.26 |
|
2020 |
|
|
24.67 |
|
|
|
1.59 |
|
|
|
(2.20 |
) |
|
|
(0.61 |
) |
|
|
(1.57 |
) |
|
|
|
|
|
|
(0.04 |
) |
|
|
(1.61 |
) |
|
|
|
|
|
|
|
|
|
|
22.45 |
|
|
|
22.20 |
|
2019 |
|
|
24.39 |
|
|
|
1.64 |
|
|
|
0.27 |
|
|
|
1.91 |
|
|
|
(1.61 |
) |
|
|
|
|
|
|
(0.02 |
) |
|
|
(1.63 |
) |
|
|
|
|
|
|
|
|
|
|
24.67 |
|
|
|
24.27 |
|
2018 |
|
|
25.97 |
|
|
|
1.66 |
|
|
|
(1.55 |
) |
|
|
0.11 |
|
|
|
(1.62 |
) |
|
|
|
|
|
|
(0.07 |
) |
|
|
(1.69 |
) |
|
|
|
|
|
|
|
|
|
|
24.39 |
|
|
|
23.13 |
|
(a) |
Per share Net Investment Income (Loss) is calculated using the average daily shares method. |
(b) |
Total Return Based on Common Share NAV is the combination of changes in common share NAV, reinvested dividend income at
NAV and reinvested capital gains distributions at NAV, if any. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending NAV. The actual reinvest
price for the last dividend declared in the period may often be based on the Funds market price (and not its NAV), and therefore may be different from the price used in the calculation. Total returns are not annualized. |
|
Total Return Based on Common Share Price is the combination of changes in the market price per share and the effect of
reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. The last dividend declared in the period, which is typically paid on the first business day of the
following month, is assumed to be reinvested at the ending market price. The actual reinvestment for the last dividend declared in the period may take place over several days, and in some instances may not be based on the market price, so the actual
reinvestment price may be different from the price used in the calculation. Total returns are not annualized. |
72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Share Supplemental Data/ Ratios Applicable to Common Shares |
|
Common Share Total Returns |
|
|
|
|
|
Ratios to Average Net Assets(c) |
|
|
|
|
Based on NAV(b) |
|
|
Based on Share Price(b) |
|
|
Ending Net Assets (000) |
|
|
Expenses |
|
|
Net Investment Income (Loss) |
|
|
Portfolio Turnover Rate(d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9.05 |
)% |
|
|
(11.91 |
)% |
|
$ |
884,062 |
|
|
|
2.06 |
% |
|
|
7.10 |
% |
|
|
71 |
% |
|
19.93 |
|
|
|
21.55 |
|
|
|
1,028,714 |
|
|
|
1.81 |
|
|
|
7.02 |
|
|
|
23 |
|
|
(6.16 |
) |
|
|
(4.12 |
) |
|
|
912,193 |
|
|
|
2.50 |
|
|
|
6.87 |
|
|
|
32 |
|
|
7.48 |
|
|
|
13.52 |
|
|
|
1,047,925 |
|
|
|
3.04 |
|
|
|
7.10 |
|
|
|
23 |
|
|
0.57 |
|
|
|
(3.76 |
) |
|
|
1,049,894 |
|
|
|
2.59 |
|
|
|
7.19 |
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10.41 |
) |
|
|
(16.35 |
) |
|
|
484,242 |
|
|
|
2.06 |
|
|
|
6.75 |
|
|
|
9 |
|
|
20.54 |
|
|
|
26.22 |
|
|
|
577,883 |
|
|
|
1.76 |
|
|
|
6.79 |
|
|
|
23 |
|
|
(2.50 |
) |
|
|
(1.93 |
) |
|
|
511,060 |
|
|
|
2.34 |
|
|
|
6.75 |
|
|
|
34 |
|
|
8.29 |
|
|
|
12.79 |
|
|
|
561,523 |
|
|
|
2.72 |
|
|
|
6.90 |
|
|
|
27 |
|
|
0.37 |
|
|
|
(1.40 |
) |
|
|
555,058 |
|
|
|
2.22 |
|
|
|
6.56 |
|
|
|
26 |
|
(c) |
Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to borrowings
and/or reverse repurchase agreements (as described in Note 9 Borrowing Arrangements and Reverse Repurchase Agreements, where applicable. |
|
|
Each ratio includes the effect of all interest expenses paid and other costs related to borrowings and/or reverse
repurchase agreements, where applicable, as follows: |
|
|
|
|
|
|
|
Ratios of Interest Expense to Average Net Assets Applicable to Common Shares |
|
JPC |
|
|
|
|
Year Ended 7/31: |
|
2022 |
|
|
0.72 |
% |
2021 |
|
|
0.49 |
|
2020 |
|
|
1.17 |
|
2019 |
|
|
1.73 |
|
2018 |
|
|
1.29 |
|
|
|
|
|
|
|
|
Ratios of Interest Expense to Average Net Assets Applicable to Common Shares |
|
JPI |
|
|
|
|
Year Ended 7/31: |
|
2022 |
|
|
0.69 |
% |
2021 |
|
|
0.44 |
|
2020 |
|
|
1.01 |
|
2019 |
|
|
1.43 |
|
2018 |
|
|
0.97 |
|
(d) |
Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 4
Portfolio Securities and Investments in Derivatives) divided by the average long-term market value during the period. |
See accompanying notes to financial statements.
73
Financial Highlights (continued)
Selected data for a share outstanding throughout each period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Operations |
|
|
Less Distributions to Common Shareholders |
|
|
Common Share |
|
|
|
Beginning Common Share NAV |
|
|
Net Investment Income (Loss)(a) |
|
|
Net Realized/ Unrealized Gain (Loss) |
|
|
Total |
|
|
From Net Investment Income |
|
|
From Accumulated Net Realized Gains |
|
|
Return of Capital |
|
|
Total |
|
|
Discount Per Share Repurchased and Retired |
|
|
Shelf
Offering Costs |
|
|
Premium
from Shares Sold through Shelf Offering |
|
|
Ending NAV |
|
|
Ending
Share Price |
|
|
JPS |
|
|
Year Ended 7/31: |
|
2022 |
|
$ |
9.91 |
|
|
$ |
0.58 |
|
|
$ |
(1.65 |
) |
|
$ |
(1.07 |
) |
|
$ |
(0.59 |
) |
|
$
|
|
|
|
$ |
|
|
|
$ |
(0.59 |
) |
|
$ |
|
|
|
$ |
|
* |
|
$ |
|
* |
|
$ |
8.25 |
|
|
$ |
7.77 |
|
2021 |
|
|
9.06 |
|
|
|
0.63 |
|
|
|
0.83 |
|
|
|
1.46 |
|
|
|
(0.61 |
) |
|
|
|
|
|
|
|
|
|
|
(0.61 |
) |
|
|
|
|
|
|
|
* |
|
|
|
* |
|
|
9.91 |
|
|
|
10.02 |
|
2020 |
|
|
9.84 |
|
|
|
0.63 |
|
|
|
(0.76 |
) |
|
|
(0.13 |
) |
|
|
(0.60 |
) |
|
|
|
|
|
|
(0.05 |
) |
|
|
(0.65 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.06 |
|
|
|
9.07 |
|
2019 |
|
|
9.73 |
|
|
|
0.66 |
|
|
|
0.12 |
|
|
|
0.78 |
|
|
|
(0.66 |
) |
|
|
|
|
|
|
(0.01 |
) |
|
|
(0.67 |
) |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
9.84 |
|
|
|
9.79 |
|
2018 |
|
|
10.39 |
|
|
|
0.69 |
|
|
|
(0.62 |
) |
|
|
0.07 |
|
|
|
(0.73 |
) |
|
|
|
|
|
|
|
|
|
|
(0.73 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.73 |
|
|
|
8.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 7/31: |
|
2022 |
|
|
25.04 |
|
|
|
1.30 |
|
|
|
(3.68 |
) |
|
|
(2.38 |
) |
|
|
(1.50
|
)
|
|
|
|
|
|
|
|
|
|
|
(1.50
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.16 |
|
|
|
20.26 |
|
2021 |
|
|
22.84 |
|
|
|
1.31 |
|
|
|
2.31 |
|
|
|
3.62 |
|
|
|
(1.42 |
) |
|
|
|
|
|
|
|
|
|
|
(1.42 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25.04 |
|
|
|
25.45 |
|
2020 |
|
|
24.24 |
|
|
|
1.29 |
|
|
|
(1.27 |
) |
|
|
0.02 |
|
|
|
(1.42 |
) |
|
|
|
|
|
|
|
|
|
|
(1.42 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22.84 |
|
|
|
23.20 |
|
2019 |
|
|
23.89 |
|
|
|
1.36 |
|
|
|
0.41 |
|
|
|
1.77 |
|
|
|
(1.42 |
) |
|
|
|
|
|
|
|
|
|
|
(1.42 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24.24 |
|
|
|
23.90 |
|
2018 |
|
|
25.62 |
|
|
|
1.44 |
|
|
|
(1.66 |
) |
|
|
(0.22 |
) |
|
|
(1.51 |
) |
|
|
|
|
|
|
|
|
|
|
(1.51 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.89 |
|
|
|
23.17 |
|
(a) |
Per share Net Investment Income (Loss) is calculated using the average daily shares method. |
(b) |
Total Return Based on Common Share NAV is the combination of changes in common share NAV, reinvested dividend income at
NAV and reinvested capital gains distributions at NAV, if any. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending NAV. The actual reinvest
price for the last dividend declared in the period may often be based on the Funds market price (and not its NAV), and therefore may be different from the price used in the calculation. Total returns are not annualized. |
|
Total Return Based on Common Share Price is the combination of changes in the market price per share and the effect of
reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. The last dividend declared in the period, which is typically paid on the first business day of the
following month, is assumed to be reinvested at the ending market price. The actual reinvestment for the last dividend declared in the period may take place over several days, and in some instances may not be based on the market price, so the actual
reinvestment price may be different from the price used in the calculation. Total returns are not annualized. |
74
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Share Supplemental Data/ Ratios Applicable to Common Shares |
|
Common Share Total Returns |
|
|
|
|
|
Ratios to Average Net Assets(c) |
|
|
|
|
Based on NAV(b) |
|
|
Based on Share Price(b) |
|
|
Ending Net Assets (000) |
|
|
Expenses Before Reimbursement |
|
|
Expenses
After Reimbursement(d) |
|
|
Net Investment Income (Loss)(d) |
|
|
Portfolio Turnover Rate(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11.16 |
)% |
|
|
(17.04 |
)% |
|
$ |
1,697,697 |
|
|
|
2.06 |
% |
|
|
N/A |
% |
|
|
6.33 |
% |
|
|
12 |
% |
|
16.45 |
|
|
|
17.75 |
|
|
|
2,028,972 |
|
|
|
1.78 |
|
|
|
N/A |
|
|
|
6.51 |
|
|
|
14 |
|
|
(1.29 |
) |
|
|
(0.59 |
) |
|
|
1,847,233 |
|
|
|
2.44 |
|
|
|
N/A |
|
|
|
6.73 |
|
|
|
24 |
|
|
8.53 |
|
|
|
18.01 |
|
|
|
2,004,447 |
|
|
|
3.02 |
|
|
|
N/A |
|
|
|
6.91 |
|
|
|
16 |
|
|
0.66 |
|
|
|
(6.43 |
) |
|
|
1,982,910 |
|
|
|
2.48 |
|
|
|
N/A |
|
|
|
6.77 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9.81 |
) |
|
|
(14.88 |
) |
|
|
92,911 |
|
|
|
1.72 |
|
|
|
1.53 |
|
|
|
5.33 |
|
|
|
34 |
|
|
16.25 |
|
|
|
16.33 |
|
|
|
171,378 |
|
|
|
1.37 |
|
|
|
N/A |
|
|
|
5.42 |
|
|
|
28 |
|
|
0.15 |
|
|
|
3.18 |
|
|
|
156,199 |
|
|
|
1.71 |
|
|
|
N/A |
|
|
|
5.52 |
|
|
|
22 |
|
|
7.76 |
|
|
|
9.78 |
|
|
|
165,623 |
|
|
|
2.00 |
|
|
|
N/A |
|
|
|
5.83 |
|
|
|
26 |
|
|
(0.84 |
) |
|
|
(2.36 |
) |
|
|
163,238 |
|
|
|
1.77 |
|
|
|
N/A |
|
|
|
5.82 |
|
|
|
28 |
|
(c) |
Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to preferred shares
(as described in Note 5 Fund Shares) and/or borrowings and/or reverse repurchase agreements (as described in Note 9 Borrowing Arrangements and Reverse Repurchase Agreements, where applicable. |
|
|
Each ratio includes the effect of all interest expenses paid and other costs related to preferred shares and/or borrowings
and/or reverse repurchase agreements, where applicable, as follows: |
|
|
|
|
|
|
|
Ratios of Interest Expense to Average Net Assets Applicable to Common Shares |
|
JPS |
|
|
|
|
Year Ended 7/31: |
|
2022 |
|
|
0.73 |
% |
2021 |
|
|
0.49 |
|
2020 |
|
|
1.14 |
|
2019 |
|
|
1.73 |
|
2018 |
|
|
1.22 |
|
|
|
|
|
|
|
|
Ratios of Interest Expense to Average Net Assets Applicable to Common Shares |
|
JPT |
|
|
|
|
Year Ended 7/31: |
|
2022 |
|
|
0.41 |
% |
2021 |
|
|
0.22 |
|
2020 |
|
|
0.55 |
|
2019 |
|
|
0.83 |
|
2018 |
|
|
0.60 |
|
(d) |
During the fiscal year ended July 31, 2022, the Adviser voluntarily reimbursed JPT for certain expenses incurred in
connection with its restructuring. See Note 7-Management Fees for more information. |
(e) |
Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 4
Portfolio Securities and Investments in Derivatives) divided by the average long-term market value during the period. |
N/A |
Fund does not/did not have a contractual reimbursement with the Adviser. |
See accompanying notes to financial statements.
75
Financial Highlights (continued)
Selected data for a share outstanding throughout each period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Operations |
|
|
Less Distributions to Common Shareholders |
|
|
Common Share |
|
|
|
Beginning Common Share NAV |
|
|
Net Investment Income (Loss)(a) |
|
|
Net Realized/ Unrealized Gain (Loss) |
|
|
Total |
|
|
From Net Investment Income |
|
|
From Accumulated Net Realized Gains |
|
|
Total |
|
|
Ending NAV |
|
|
Ending Share Price |
|
|
|
|
|
|
|
|
|
|
|
NPFD |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 7/31: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022(e) |
|
$ |
25.00 |
|
|
$ |
0.61 |
|
|
$ |
(3.72 |
) |
|
$ |
(3.11 |
) |
|
$ |
(0.83 |
) |
|
$ |
|
|
|
$
|
(0.83
|
)
|
|
$ |
21.06 |
|
|
$ |
19.98 |
|
(a) |
Per share Net Investment Income (Loss) is calculated using the average daily shares method. |
(b) |
Total Return Based on Common Share NAV is the combination of changes in common share NAV, reinvested dividend income at
NAV and reinvested capital gains distributions at NAV, if any. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending NAV. The actual reinvest
price for the last dividend declared in the period may often be based on the Funds market price (and not its NAV), and therefore may be different from the price used in the calculation. Total returns are not annualized. |
|
Total Return Based on Common Share Price is the combination of changes in the market price per share and the effect of
reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. The last dividend declared in the period, which is typically paid on the first business day of the
following month, is assumed to be reinvested at the ending market price. The actual reinvestment for the last dividend declared in the period may take place over several days, and in some instances may not be based on the market price, so the actual
reinvestment price may be different from the price used in the calculation. Total returns are not annualized. |
76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Share Supplemental Data/ Ratios Applicable to Common Shares |
|
Common Share Total Returns |
|
|
|
|
|
Ratios to Average Net Assets(c) |
|
|
|
|
Based on NAV(b) |
|
|
Based on Share Price(b) |
|
|
Ending Net Assets (000) |
|
|
Expenses |
|
|
Net Investment Income (Loss) |
|
|
Portfolio Turnover Rate(d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12.48 |
)% |
|
|
(16.77 |
)% |
|
$ |
508,829 |
|
|
|
2.13 |
%* |
|
|
4.33 |
%* |
|
|
14 |
% |
(c) |
Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to borrowings
and/or reverse repurchase agreements (as described in Note 9 Borrowing Arrangements and Reverse Repurchase Agreements, where applicable. |
|
|
Each ratio includes the effect of all interest expenses paid and other costs related to borrowings and/or reverse
repurchase agreements, where applicable, as follows: |
|
|
|
|
|
NPFD |
|
Ratios of Interest Expense to Average Net Assets Applicable to Common Shares |
|
|
|
Year Ended 7/31: |
|
|
|
|
2022(e) |
|
|
0.74 |
%* |
(d) |
Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 4
Portfolio Securities and Investments in Derivatives) divided by the average long-term market value during the period. |
(e) |
For the period December 15, 2021 (commencement of operations) through July 31, 2022. |
See accompanying notes to financial statements.
77
Financial Highlights (continued)
The following table sets forth information regarding each Funds outstanding senior securities
as of the end of each of the Funds last five fiscal periods, as applicable.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings |
|
|
TFP Shares |
|
|
Borrowings, and/or TFP Shares |
|
|
|
Aggregate
Amount Outstanding
(000)(a) |
|
|
Asset
Coverage Per $1,000
Share(b) |
|
|
Aggregate
Amount Outstanding
(000)(a) |
|
|
Asset
Coverage Per $1,000
Share(b) |
|
|
Asset
Coverage Per $1
Liquidation Preference |
|
JPC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 7/31: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
$ |
423,400 |
|
|
$ |
3,088 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
2021 |
|
|
462,700 |
|
|
|
3,223 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
400,000 |
|
|
|
3,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 |
|
|
455,000 |
|
|
|
3,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 |
|
|
437,000 |
|
|
|
3,403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
JPI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 7/31: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
216,000 |
|
|
|
3,242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
234,800 |
|
|
|
3,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
200,000 |
|
|
|
3,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 |
|
|
210,000 |
|
|
|
3,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 |
|
|
225,000 |
|
|
|
3,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
JPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 7/31: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
499,300 |
|
|
|
4,402 |
|
|
|
270,000 |
|
|
|
3,208 |
|
|
|
3.21 |
|
2021 |
|
|
873,300 |
|
|
|
3,323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
740,300 |
|
|
|
3,495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 |
|
|
853,300 |
|
|
|
3,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 |
|
|
845,300 |
|
|
|
3,346 |
|
|
|
|
|
|
|
|
|
|
|
|
|
JPT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 7/31: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
47,000 |
|
|
|
2,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
47,000 |
|
|
|
4,646 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
37,300 |
|
|
|
5,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 |
|
|
42,500 |
|
|
|
4,897 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 |
|
|
42,500 |
|
|
|
4,841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
NPFD |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended 7/31: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022(c) |
|
|
188,600 |
|
|
|
3,698 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Aggregate Amount Outstanding: Aggregate amount outstanding represents the principal amount outstanding or liquidation
preference as of the end of the relevant fiscal year. |
(b) |
Asset Coverage Per $1,000: Asset coverage per $1,000 is calculated by subtracting the Funds liabilities and
indebtedness not represented by senior securities from the Funds total assets, dividing the result by the aggregate amount of the Funds senior securities representing indebtedness then outstanding (if applicable,) plus the aggregate of
the involuntary liquidation preference of the outstanding preferred shares, if applicable, and multiplying the result by 1,000. |
(c) |
For the period December 15, 2021 (commencement of operations) through July 31, 2022. |
78
Notes to Financial Statements
1. General Information
Fund Information
The funds covered in this report and their corresponding New
York Stock Exchange (NYSE) symbols are as follows (each a Fund and collectively, the Funds):
|
|
|
Nuveen Preferred & Income Opportunities Fund (JPC) |
|
|
|
Nuveen Preferred and Income Term Fund (JPI) |
|
|
|
Nuveen Preferred & Income Securities Fund (JPS) |
|
|
|
Nuveen Preferred and Income Fund (JPT) (formerly, Nuveen Preferred and Income 2022 Term Fund) |
|
|
|
Nuveen Variable Rate Preferred & Income Fund (NPFD) |
The Funds are registered under the Investment Company Act of 1940 (the 1940 Act), as amended, as diversified, closed-end management investment companies. JPC,
JPI, JPS, JPT and NPFD were each organized as Massachusetts business trusts on January 27, 2003, April 18, 2012, June 24, 2002, July 6, 2016 and June 1, 2021, respectively.
Current Fiscal Period
The end of the reporting period for the Funds is July
31, 2022, and the period covered by these Notes to Financial Statements for JPC, JPI, JPS and JPT is for the fiscal year ended July 31, 2022, while the reporting period for NPFD is the period December 15, 2021 (commencement of operations) through
July 31, 2022 (collectively the current fiscal period).
Investment Adviser and Sub-Advisers
The Funds investment adviser is Nuveen Fund Advisors, LLC (the Adviser), a subsidiary of Nuveen, LLC (Nuveen). Nuveen is the investment
management arm of Teachers Insurance and Annuity Association of America (TIAA). The Adviser has overall responsibility for management of the Funds, oversees the management of the Funds portfolios, manages the Funds business affairs and
provides certain clerical, bookkeeping and other administrative services, an, if necessary, asset allocation decisions. For JPC, JPI, JPT and NPFD, the Adviser has entered into sub-advisory agreements with Nuveen Asset Management LLC
(NAM), a subsidiary of the Adviser. For JPS, the Adviser has entered into a sub-advisory agreement with Spectrum Asset Management, Inc. (Spectrum). Spectrum and NAM are each a Sub-Adviser and collectively, the
Sub-Advisers for their respective Funds. The Sub-Advisers manage the investment portfolio of each Fund. The Adviser is responsible for managing JPCs, JPIs and JPSs investments in swap contracts.
For JPC, prior to December 31, 2021, the Adviser had entered into a sub-advisory agreement with NWQ Investment Management Company, LLC (NWQ), also an
affiliate of the Adviser. NWQ, along with NAM, was responsible for approximately half of JPCs investment portfolio. Effective December 31, 2021, the sub-advisory agreement with NWQ was terminated in connection with the transfer of investment
management personnel from NWQ into NAM. On that date, any assets of the Fund that were managed by NWQ were reallocated to NAM along with the NWQ personnel who served as portfolio managers continuing to do so as NAM personnel. Effective April 1,
2022, the former NWQ portfolio managers Thomas J. Ray and Susi Budiman will no longer co-manage JPC with Douglas Baker and Brenda A. Langenfeld. Mr. Baker and Ms. Langenfeld will assume sole responsibility for the portfolio management of JPC.
Fund Restructuring for JPT
On January 19, 2022, JPT shareholders
approved a proposal to restructure the Fund (the Restructuring). The Restructuring allowed shareholders the opportunity to maintain their investment in JPT and its exposure to a leveraged strategy focused on preferred and other income
producing securities in lieu of the scheduled termination of the Fund. The effectiveness of the Restructuring was contingent on the success of the Funds tender offer.
On January 20, 2022, JPT conducted a tender offer, which allowed shareholders to offer up to 100% of their shares for repurchase for cash at a price per share equal
to 100% of the net asset value (NAV) per share determined on the date the tender offer expired. The tender offer expired on February 17, 2022. In the tender offer 2,454,617 shares were tendered, representing approximately 36% of
JPTs common shares outstanding. Properly tendered shares were repurchased at $23.2613 per share, which was the NAV of the Fund as of the close of ordinary trading on the NYSE on February 17, 2022.
As a result of the successful completion of the tender offer, the Restructuring of the JPT was completed and on February 28, 2022 the following changes became
effective.
|
|
|
JPTs declaration of trust was amended to eliminate the term of the Fund. |
|
|
|
JPTs investment policies were amended to permit investment in contingent capital securities (CoCos).
|
79
Notes to Financial Statements (continued)
|
|
|
JPTs name changed to Nuveen Preferred and Income Fund. |
|
|
|
Beginning February 8, 2022 the Adviser is waiving 50% of the Funds net management fees, which will continue over
the first year following the elimination of the term. |
Developments Regarding the Funds Control Share
By-Law
On October 5, 2020, the Funds and certain other closed-end funds in
the Nuveen fund complex amended their by-laws. Among other things, the amended by-laws included provisions pursuant to which, in summary, a shareholder who obtains
beneficial ownership of common shares in a Control Share Acquisition (as defined in the by-laws) shall have the same voting rights as other common shareholders only to the extent authorized by the other
disinterested shareholders (the Control Share By-Law). On January 14, 2021, a shareholder of certain Nuveen closed-end funds filed a civil complaint in
the U.S. District Court for the Southern District of New York (the District Court) against certain Nuveen funds and their trustees, seeking a declaration that such funds Control Share By-Laws
violate the 1940 Act, rescission of such funds Control Share By-Laws and a permanent injunction against such funds applying the Control Share By-Laws. On
February 18, 2022, the District Court granted judgment in favor of the plaintiffs claim for rescission of such funds Control Share By-Laws and the plaintiffs declaratory judgment claim,
and declared that such funds Control Share By-Laws violate Section 18(i) of the 1940 Act. Following review of the judgment of the District Court, on February 22, 2022, the Funds Board of
Trustees (the Board) amended the Funds by-laws to provide that the Funds Control Share By-Law shall be of no force and effect for so long as the
judgment of the District Court is effective and that if the judgment of the District Court is reversed, overturned, vacated, stayed, or otherwise nullified, the Funds Control Share By-Law will be
automatically reinstated and apply to any beneficial owner of common shares acquired in a Control Share Acquisition, regardless of whether such Control Share Acquisition occurs before or after such reinstatement, for the duration of the stay or upon
issuance of the mandate reversing, overturning, vacating or otherwise nullifying the judgment of the District Court. On February 25, 2022, the Board and the Funds appealed the District Courts decision to the U.S. Court of Appeals for the
Second Circuit.
Other Matters
The outbreak of the novel coronavirus
(COVID-19) and subsequent global pandemic began significantly impacting the U.S. and global financial markets and economies during the calendar quarter ended March 31, 2020. The worldwide spread of COVID-19 has created significant
uncertainty in the global economy. The duration and extent of COVID-19 over the long term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which COVID-19 impacts the Funds normal course of
business, results of operations, investments, and cash flows will depend on future developments, which are highly uncertain and difficult to predict. Management continues to monitor and evaluate this situation.
2. Significant Accounting Policies
The accompanying financial statements were
prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), which may require the use of estimates made by management and the evaluation of subsequent events. Actual results may
differ from those estimates. Each Fund is an investment company and follows the accounting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification 946, Financial Services Investment Companies.
The NAV for financial reporting purposes may differ from the NAV for processing security and common share transactions. The NAV for financial reporting purposes includes security and common share transactions through the date of the report. Total
return is computed based on the NAV used for processing security and common share transactions. The following is a summary of the significant accounting policies consistently followed by the Funds.
Compensation
The Funds pay no compensation directly to those of its trustees
or to its officers, all of whom receive remuneration for their services to the Funds from the Adviser or its affiliates. The Board has adopted a deferred compensation plan for independent trustees that enables trustees to elect to defer receipt
of all or a portion of the annual compensation they are entitled to receive from certain Nuveen-advised funds. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of select Nuveen advised funds.
Distributions to Common Shareholders
Distributions to common shareholders
are recorded on the ex-dividend date. The amount, character and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.
Foreign Currency Transactions and Translation
To the extent that the Funds
invest in securities and/or contracts that are denominated in a currency other than U.S. dollars, the Funds will be subject to currency risk, which is the risk that an increase in the U.S. dollar relative to the foreign currency will reduce returns
or portfolio value. Generally, when the U.S. dollar rises in value against a foreign currency, the Funds investments denominated in that currency will lose value because their currency is worth fewer U.S. dollars; the opposite effect occurs if
the U.S. dollar falls in relative value. Investments and other assets and liabilities denominated in foreign currencies are converted into U.S. dollars on a spot (i.e. cash) basis at the spot rate prevailing in the foreign currency exchange market
at the time of valuation. Purchases and sales of investments and income denominated in foreign currencies are translated into U.S. dollars on the respective dates of such transactions.
80
Foreign
taxes: The Funds may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Funds will accrue such taxes and recoveries as
applicable, based upon the current interpretation of tax rules and regulations that exist in the markets in which the Funds invest.
The books and records of
the Funds are maintained in U.S. dollars. Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollars at the end of each day. Purchases and sales of securities, income and expenses are translated
into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.
Net realized foreign currency gains and losses resulting from changes
in exchange rates associated with (i) foreign currency, (ii) investments and (iii) derivatives include foreign currency gains and losses between trade date and settlement date of the transactions, foreign currency transactions, and the difference
between the amounts of interest and dividends recorded on the books of the Funds and the amounts actually received are recognized as a component of Net realized gain (loss) from investments and foreign currency on the Statement of
Operations, when applicable.
The unrealized gains and losses resulting from changes in foreign currency exchange rates and changes in foreign exchange rates
associated with (i) investments and (ii) other assets and liabilities are recognized as a component of Change in net unrealized appreciation (depreciation) of investments and foreign currency on the Statement of Operations, when
applicable. The unrealized gains and losses resulting from changes in foreign exchange rates associated with investments in derivatives are recognized as a component of the respective derivatives related Change in net unrealized
appreciation (depreciation) on the Statement of Operations, when applicable.
As of the end of the reporting period, the Funds investments in non-U.S.
securities were as follows:
|
|
|
|
|
|
|
|
|
JPC |
|
Value |
|
|
% of Total Investments |
|
Country: |
|
|
|
|
|
|
|
|
United Kingdom |
|
$ |
170,831,831 |
|
|
|
12.2 |
% |
Switzerland |
|
|
106,329,701 |
|
|
|
7.6 |
|
France |
|
|
73,782,647 |
|
|
|
5.3 |
|
Spain |
|
|
33,104,134 |
|
|
|
2.4 |
|
Netherlands |
|
|
30,355,138 |
|
|
|
2.2 |
|
Canada |
|
|
28,303,874 |
|
|
|
2.0 |
|
Australia |
|
|
24,017,904 |
|
|
|
1.7 |
|
Germany |
|
|
21,467,951 |
|
|
|
1.5 |
|
Ireland |
|
|
19,470,421 |
|
|
|
1.4 |
|
Bermuda |
|
|
15,330,265 |
|
|
|
1.1 |
|
Other |
|
|
30,966,854 |
|
|
|
2.1 |
|
Total non-U.S. securities |
|
$ |
553,960,720 |
|
|
|
39.5 |
% |
|
|
|
JPI |
|
|
|
|
|
|
Country: |
|
|
|
|
|
|
|
|
United Kingdom |
|
$ |
94,668,491 |
|
|
|
12.4 |
% |
Switzerland |
|
|
57,428,184 |
|
|
|
7.6 |
|
France |
|
|
41,094,185 |
|
|
|
5.4 |
|
Spain |
|
|
17,738,815 |
|
|
|
2.3 |
|
Netherlands |
|
|
17,050,504 |
|
|
|
2.3 |
|
Canada |
|
|
16,675,627 |
|
|
|
2.2 |
|
Australia |
|
|
16,277,846 |
|
|
|
2.2 |
|
Germany |
|
|
12,352,939 |
|
|
|
1.6 |
|
Bermuda |
|
|
9,425,452 |
|
|
|
1.2 |
|
Ireland |
|
|
9,267,482 |
|
|
|
1.2 |
|
Other |
|
|
18,505,416 |
|
|
|
2.4 |
|
Total non-U.S. securities |
|
$ |
310,484,941 |
|
|
|
40.8 |
% |
|
|
|
JPS |
|
|
|
|
|
|
Country: |
|
|
|
|
|
|
|
|
United Kingdom |
|
$ |
310,690,572 |
|
|
|
11.4 |
% |
France |
|
|
280,875,525 |
|
|
|
10.3 |
|
Switzerland |
|
|
244,300,042 |
|
|
|
9.0 |
|
Finland |
|
|
80,322,082 |
|
|
|
3.0 |
|
Spain |
|
|
57,193,331 |
|
|
|
2.1 |
|
Canada |
|
|
44,259,505 |
|
|
|
1.6 |
|
Netherlands |
|
|
35,821,948 |
|
|
|
1.3 |
|
Norway |
|
|
33,885,432 |
|
|
|
1.3 |
|
Australia |
|
|
33,025,145 |
|
|
|
1.2 |
|
Japan |
|
|
30,847,685 |
|
|
|
1.1 |
|
Other |
|
|
82,534,702 |
|
|
|
3.1 |
|
Total non-U.S. securities |
|
$ |
1,233,755,969 |
|
|
|
45.4 |
% |
81
Notes to Financial Statements (continued)
|
|
|
|
|
|
|
|
|
JPT |
|
Value |
|
|
% of Total Investments |
|
Country: |
|
|
|
|
|
|
|
|
United Kingdom |
|
$ |
16,358,888 |
|
|
|
11.8 |
% |
Switzerland |
|
|
10,431,660 |
|
|
|
7.5 |
|
France |
|
|
8,065,019 |
|
|
|
5.8 |
|
Spain |
|
|
3,110,593 |
|
|
|
2.2 |
|
Ireland |
|
|
3,106,324 |
|
|
|
2.2 |
|
Germany |
|
|
3,101,128 |
|
|
|
2.2 |
|
Netherlands |
|
|
3,059,974 |
|
|
|
2.2 |
|
Canada |
|
|
3,021,443 |
|
|
|
2.2 |
|
Australia |
|
|
2,574,696 |
|
|
|
1.9 |
|
Bermuda |
|
|
2,282,323 |
|
|
|
1.6 |
|
Other |
|
|
2,577,814 |
|
|
|
1.9 |
|
Total non-U.S. securities |
|
$ |
57,689,862 |
|
|
|
41.5 |
% |
|
|
|
NPFD |
|
|
|
|
|
|
Country: |
|
|
|
|
|
|
|
|
United Kingdom |
|
$ |
67,711,139 |
|
|
|
8.5 |
% |
Canada |
|
|
38,414,194 |
|
|
|
4.8 |
|
Switzerland |
|
|
38,067,756 |
|
|
|
4.8 |
|
France |
|
|
26,456,541 |
|
|
|
3.3 |
|
Ireland |
|
|
18,033,149 |
|
|
|
2.3 |
|
Australia |
|
|
16,204,202 |
|
|
|
2.0 |
|
Spain |
|
|
11,605,914 |
|
|
|
1.5 |
|
Netherlands |
|
|
10,974,541 |
|
|
|
1.4 |
|
Bermuda |
|
|
8,232,840 |
|
|
|
1.0 |
|
Other |
|
|
18,318,704 |
|
|
|
2.3 |
|
Total non-U.S. securities |
|
$ |
254,018,980 |
|
|
|
31.9 |
% |
Indemnifications
Under the Funds
organizational documents, their officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts that provide
general indemnifications to other parties. The Funds maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior
claims or losses pursuant to these contracts and expect the risk of loss to be remote.
Investments and Investment Income
Securities transactions are accounted for as of the trade date for financial reporting purposes. Realized gains and losses on securities transactions are based
upon the specific identification method. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when information is available. Non-cash dividends received in the form of stock, if any, are recorded on the
ex-dividend date and recorded at fair value. Interest income, which is recorded on an accrual basis and includes accretion of discounts and amortization of premiums for financial reporting purposes. Interest income also reflects payment-in-kind (PIK) interest and paydown gains and losses, if any. PIK interest represents income received in the form of securities in lieu of cash.
Rehypothecation income is comprised of fees earned in connection with the rehypothecation of pledged collateral as further described in Note 9 Borrowing Arrangements and Reverse Repurchase Agreements.
Netting Agreements
In the ordinary course of business, the Funds may enter
into transactions subject to enforceable master repurchase agreements, International Swaps and Derivatives Association, Inc. (ISDA) master agreements or other similar arrangements (netting agreements). Generally, the right to offset in
netting agreements allows each Fund to offset certain securities and derivatives with a specific counterparty, when applicable, as well as any collateral received or delivered to that counterparty based on the terms of the agreements. Generally,
each Fund manages its cash collateral and securities collateral on a counterparty basis.
The Funds investments subject to netting agreements as of the end of
the reporting period, if any, are further described in Note 4 Portfolio Securities and Investments in Derivatives.
Organizational Expenses for NPFD
Prior to the commencement of operations on December 15, 2021, NPFD had no operations other than those related to organizational matters, the Funds initial
contribution of $100,000 by the Adviser, the recording of the Funds organizational expenses of $16,000 and their reimbursement by the Adviser.
82
New Accounting Pronouncements and Rule Issuances
Reference Rate Reform
In March 2020, FASB issued Accounting Standards
Update (ASU) 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The main objective of the new guidance is to provide relief to companies that will be impacted by the expected
change in benchmark interest rates, when participating banks will no longer be required to submit London Interbank Offered Rate (LIBOR) quotes by the UK Financial Conduct Authority (FCA). The new guidance allows companies to, provided the only
changes to existing contracts are a change to an approved benchmark interest rate, account for modifications as a continuance of the existing contract without additional analysis. For new and existing contracts, the Funds may elect to apply the
amendments as of March 12, 2020 through December 31, 2022. Management has not yet elected to apply the amendments, is continuously evaluating the potential effect a discontinuation of LIBOR could have on the Funds investments and has currently
determined that it is unlikely the ASUs adoption will have a significant impact on the Funds financial statements and various filings.
New Rules to
Modernize Fund Valuation Framework Take Effect
A new rule adopted by the Securities and Exchange Commission (the SEC) governing fund valuation
practices, Rule 2a-5 under the 1940 Act, has established requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 permits fund boards to designate certain parties to perform fair value determinations, subject to
board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are readily available for purposes of Section 2(a)(41) of the 1940 Act, which requires a fund to fair value a security when market quotations are
not readily available. Separately, new SEC Rule 31a-4 under the 1940 Act sets forth the recordkeeping requirements associated with fair value determinations. The Funds adopted a valuation policy conforming to the new rules, effective September 1,
2022, and there was no material impact to the Funds.
Financial Accounting Standards Board (FASB) issues Accounting Standards Update (ASU)
2022-03 Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (ASU 2022-03)
In June 2022, the FASB issued ASU 2022-03 to clarify the guidance in Topic 820, Fair Value Measurement (Topic 820). The amendments in ASU 2022-03 affect all
entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. ASU 2022-03 (1) clarifies the guidance in Topic 820, when measuring the fair value of an equity security subject to
contractual restrictions that prohibit the sale of an equity security, (2) amends a related illustrative example, and (3) introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair
value in accordance with Topic 820. For public business entities, the amendments in ASU 2022-03 are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities, the amendments
are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for
issuance. Management is currently assessing the impact of these provisions on the Funds financial statements.
3. Investment Valuation and Fair Value
Measurements
The Funds investments in securities are recorded at their estimated fair value utilizing valuation methods approved by the Board. Fair value
is defined as the price that would be received upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment. U.S. GAAP establishes the
three-tier hierarchy which is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Observable inputs reflect the
assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect managements assumptions about the
assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The following is a summary of the three-tiered hierarchy of valuation input levels.
|
|
|
Level 1 |
|
Inputs are unadjusted and prices are determined using quoted prices in active markets for identical securities. |
Level 2 |
|
Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, credit spreads, etc.). |
Level 3 |
|
Prices are determined using significant unobservable inputs (including managements assumptions in determining the fair value of investments). |
A description of the valuation techniques applied to the Funds major classifications of assets and liabilities measured at fair
value follows:
Equity securities and exchange-traded funds listed or traded on a national market or exchange are valued based on their sale price at the official
close of business of such market or exchange on the valuation date. Foreign equity securities and registered investment companies that trade on a foreign exchange are valued at the last sale price or official closing price reported on the exchange
where traded and converted to U.S. dollars at the prevailing rates of exchange on the date of valuation. To the extent these securities are actively traded and that valuation adjustments are not applied, they are generally classified as
Level 1. If there is no official close of business, then the latest available sale price is utilized. If no sales are reported, then the mean of the latest available bid and ask prices is utilized and these securities are generally classified
as Level 2.
Prices of fixed-income securities are generally provided by an independent pricing service (pricing service) approved by the Board. The
pricing service establishes a securitys fair value using methods that may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications
of value from security dealers, evaluations of anticipated cash flows or collateral,
83
Notes to Financial Statements (continued)
general market conditions and other information and analysis, including the obligors credit
characteristics considered relevant. In pricing certain securities, particularly less liquid and lower quality securities, the pricing service may consider information about a security, its issuer or market activity provided by the Adviser. These
securities are generally classified as Level 2.
For events affecting the value of foreign securities between the time when the exchange on which they are traded
closes and the time when the Funds net assets are calculated, such securities will be valued at fair value in accordance with procedures adopted by the Board. These foreign securities are generally classified as Level 2.
Investments in investment companies are valued at their respective NAVs on the valuation date and are generally classified as Level 1.
Repurchase agreements are valued at contract amount plus accrued interest, which approximates market value. These securities are generally classified as Level 2.
Futures contracts are valued using the closing settlement price or, in the absence of such a price, the last traded price and are generally classified as
Level 1.
Swap contracts are marked-to-market daily based upon a price supplied
by a pricing service. Swaps are generally classified as Level 2.
Any portfolio security or derivative for which market quotations are not readily available or
for which the above valuation procedures are deemed not to reflect fair value are valued at fair value, as determined in good faith using procedures approved by the Board. As a general principle, the fair value of a security would appear to be the
amount that the owner might reasonably expect to receive for it in a current sale. A variety of factors may be considered in determining the fair value of such securities, which may include consideration of the following: yields or prices of
investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and
analysis, including the obligors credit characteristics considered relevant. To the extent the inputs are observable and timely, the values would be classified as Level 2 of the fair value hierarchy; otherwise they would be classified as
Level 3.
The following table summarizes the market value of the Funds investments as of the end of the reporting period, based on the inputs used to value
them:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPC |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Long-Term Investments*: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1,000 Par (or similar) Institutional Preferred |
|
$ |
|
|
|
$ |
692,587,126 |
|
|
$ |
|
|
|
$ |
692,587,126 |
|
Contingent Capital Securities |
|
|
|
|
|
|
448,246,983 |
|
|
|
|
|
|
|
448,246,983 |
|
$25 Par (or similar) Retail Preferred |
|
|
192,942,422 |
|
|
|
56,666,704 |
** |
|
|
|
|
|
|
249,609,126 |
|
Corporate Bonds |
|
|
|
|
|
|
5,815,800 |
|
|
|
|
|
|
|
5,815,800 |
|
|
|
|
|
|
Short-Term Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreements |
|
|
|
|
|
|
4,813,498 |
|
|
|
|
|
|
|
4,813,498 |
|
|
|
|
|
|
Investments in Derivatives: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Swaps*** |
|
|
|
|
|
|
2,271,394 |
|
|
|
|
|
|
|
2,271,394 |
|
Total |
|
$ |
192,942,422 |
|
|
$ |
1,210,401,505 |
|
|
$ |
|
|
|
$ |
1,403,343,927 |
|
|
|
|
|
|
JPI |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Long-Term Investments*: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1,000 Par (or similar) Institutional Preferred |
|
$ |
|
|
|
$ |
361,970,645 |
|
|
$ |
|
|
|
$ |
361,970,645 |
|
Contingent Capital Securities |
|
|
|
|
|
|
247,315,148 |
|
|
|
|
|
|
|
247,315,148 |
|
$25 Par (or similar) Retail Preferred |
|
|
104,441,839 |
|
|
|
39,715,878 |
** |
|
|
|
|
|
|
144,157,717 |
|
Corporate Bonds |
|
|
|
|
|
|
3,464,264 |
|
|
|
|
|
|
|
3,464,264 |
|
|
|
|
|
|
Short-Term Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreements |
|
|
|
|
|
|
4,622,286 |
|
|
|
|
|
|
|
4,622,286 |
|
|
|
|
|
|
Investments in Derivatives: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Swaps*** |
|
|
|
|
|
|
941,418 |
|
|
|
|
|
|
|
941,418 |
|
Total |
|
$ |
104,441,839 |
|
|
$ |
658,029,639 |
|
|
$ |
|
|
|
$ |
762,471,478 |
|
|
|
|
|
|
JPS |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Long-Term Investments*: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1,000 Par (or similar) Institutional Preferred |
|
$ |
|
|
|
$ |
1,341,131,122 |
|
|
$ |
|
|
|
$ |
1,341,131,122 |
|
Contingent Capital Securities |
|
|
|
|
|
|
922,396,327 |
|
|
|
|
|
|
|
922,396,327 |
|
$25 Par (or similar) Retail Preferred |
|
|
247,078,257 |
|
|
|
47,072,568 |
** |
|
|
|
|
|
|
294,150,825 |
|
Corporate Bonds |
|
|
|
|
|
|
79,151,805 |
|
|
|
|
|
|
|
79,151,805 |
|
Convertible Preferred Securities |
|
|
29,677,696 |
|
|
|
|
|
|
|
|
|
|
|
29,677,696 |
|
Investment Companies |
|
|
19,466,928 |
|
|
|
|
|
|
|
|
|
|
|
19,466,928 |
|
|
|
|
|
|
Short-Term Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreements |
|
|
|
|
|
|
31,360,397 |
|
|
|
|
|
|
|
31,360,397 |
|
|
|
|
|
|
Investments in Derivatives: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Swaps*** |
|
|
|
|
|
|
4,669,988 |
|
|
|
|
|
|
|
4,669,988 |
|
Total |
|
$ |
296,222,881 |
|
|
$ |
2,425,782,207 |
|
|
$ |
|
|
|
$ |
2,722,005,088 |
|
84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPT |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Long-Term Investments*: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1,000 Par (or similar) Institutional Preferred |
|
$ |
|
|
|
$ |
69,764,067 |
|
|
$ |
|
|
|
$ |
69,764,067 |
|
Contingent Capital Securities |
|
|
|
|
|
|
41,709,974 |
|
|
|
|
|
|
|
41,709,974 |
|
$25 Par (or similar) Retail Preferred |
|
|
18,515,493 |
|
|
|
5,166,081 |
** |
|
|
|
|
|
|
23,681,574 |
|
Corporate Bonds |
|
|
|
|
|
|
3,605,528 |
|
|
|
|
|
|
|
3,605,528 |
|
|
|
|
|
|
Short-Term Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreements |
|
|
|
|
|
|
194,673 |
|
|
|
|
|
|
|
194,673 |
|
Total |
|
$ |
18,515,493 |
|
|
$ |
120,440,323 |
|
|
$ |
|
|
|
$ |
138,955,816 |
|
NPFD |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Long-Term Investments*: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1,000 Par (or similar) Institutional Preferred |
|
$ |
|
|
|
$ |
493,514,176 |
|
|
$ |
|
|
|
$ |
493,514,176 |
|
Contingent Capital Securities |
|
|
|
|
|
|
149,592,258 |
|
|
|
|
|
|
|
149,592,258 |
|
$25 Par (or similar) Retail Preferred |
|
|
138,134,627 |
|
|
|
10,383,450 |
** |
|
|
|
|
|
|
148,518,077 |
|
|
|
|
|
|
Short-Term Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreements |
|
|
|
|
|
|
4,814,971 |
|
|
|
|
|
|
|
4,814,971 |
|
Investments in Derivatives: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Futures Contracts*** |
|
|
(176,597 |
) |
|
|
|
|
|
|
|
|
|
|
(176,597 |
) |
Total |
|
$ |
137,958,030 |
|
|
$ |
658,304,855 |
|
|
$ |
|
|
|
$ |
796,262,885 |
|
* |
Refer to the Funds Portfolio of Investments for industry classifications, when applicable. |
** |
Refer to the Funds Portfolio of Investments for securities classified as Level 2. |
*** |
Represents net unrealized appreciation (depreciation) as reported in the Funds Portfolio of Investments.
|
The Funds hold liabilities in preferred shares, where applicable, which are not reflected in the tables above. The fair values of the Funds
liabilities for preferred shares approximate their liquidation preference. Preferred shares are generally classified as Level 2 and further described in Note 5 Fund Shares.
4. Portfolio Securities and Investments in Derivatives
Portfolio
Securities
Repurchase Agreements
In connection with transactions in
repurchase agreements, it is each Funds policy that its custodian take possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest, at all
times. If the counterparty defaults, and the fair value of the collateral declines, realization of the collateral may be delayed or limited.
The following table
presents the repurchase agreements for the Funds that are subject to netting agreements as of the end of the reporting period, and the collateral delivered related to those repurchase agreements.
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
Counterparty |
|
Short-Term Investments, at Value |
|
|
Collateral Pledged (From) Counterparty |
|
JPC |
|
Fixed Income Clearing Corporation |
|
$ |
4,813,498 |
|
|
$ |
(4,909,777 |
) |
JPI |
|
Fixed Income Clearing Corporation |
|
|
4,622,286 |
|
|
|
(4,714,836 |
) |
JPS |
|
Fixed Income Clearing Corporation |
|
|
31,360,397 |
|
|
|
(31,987,750 |
) |
JPT |
|
Fixed Income Clearing Corporation |
|
|
194,673 |
|
|
|
(198,690 |
) |
NPFD |
|
Fixed Income Clearing Corporation |
|
|
4,814,971 |
|
|
|
(4,911,339 |
) |
Zero Coupon Securities
A zero coupon security
does not pay a regular interest coupon to its holders during the life of the security. Income to the holder of the security comes from accretion of the difference between the original purchase price of the security at issuance and the par value of
the security at maturity and is effectively paid at maturity. The market prices of zero coupon securities generally are more volatile than the market prices of securities that pay interest periodically.
Investment Transactions
Long-term purchases and sales (including maturities
but excluding derivative transactions, where applicable) during the current fiscal period, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPC |
|
|
JPI |
|
|
JPS |
|
|
JPT |
|
|
NPFD |
|
Purchases |
|
$ |
1,065,218,624 |
|
|
$ |
76,350,812 |
|
|
$ |
341,330,102 |
|
|
$ |
60,041,463 |
|
|
$ |
957,552,596 |
|
Sales and maturities |
|
|
1,088,424,268 |
|
|
|
85,146,382 |
|
|
|
440,401,303 |
|
|
|
116,802,842 |
|
|
|
68,477,715 |
|
85
Notes to Financial Statements (continued)
The Funds may purchase securities on a when-issued or delayed-delivery basis. Securities purchased
on a when-issued or delayed-delivery basis may have extended settlement periods; interest income is not accrued until settlement date. Any securities so purchased are subject to market fluctuation during this period. The Funds have earmarked
securities in their portfolios with a current value at least equal to the amount of the when-issued/delayed-delivery purchase commitments. If a Fund has outstanding when-issued/delayed-delivery purchases commitments as of the end of the reporting
period, such amounts are recognized on the Statement of Assets and Liabilities.
Investments in Derivatives
Each Fund is authorized to invest in certain derivative instruments such as futures, options and swap contracts. Each Fund limits its investments in futures, options on
futures and swap contracts to the extent necessary for the Adviser to claim the exclusion from registration by the Commodity Futures Trading Commission as a commodity pool operator with respect to the Fund. The Funds record derivative instruments at
fair value, with changes in fair value recognized on the Statement of Operations, when applicable. Even though the Funds investments in derivatives may represent economic hedges, they are not considered to be hedge transactions for financial
reporting purposes.
Futures Contracts
Upon execution of a futures
contract, a Fund is obligated to deposit cash or eligible securities, also known as initial margin, into an account at its clearing broker equal to a specified percentage of the contract amount. Cash held by the broker to
cover initial margin requirements on open futures contracts, if any, is recognized as Cash collateral at broker for investments in futures contracts on the Statement of Assets and Liabilities. Investments in futures contracts
obligate a Fund and the clearing broker to settle monies on a daily basis representing changes in the prior days mark-to-market of the open
contracts. If a Fund has unrealized appreciation the clearing broker would credit the Funds account with an amount equal to appreciation and conversely if a Fund has unrealized depreciation the clearing broker would debit the Funds
account with an amount equal to depreciation. These daily cash settlements are also known as variation margin. Variation margin is recognized as a receivable and/or payable for Variation margin on futures
contracts on the Statement of Assets and Liabilities.
During the period the futures contract is open, changes in the value of the contract are recognized
as an unrealized gain or loss by marking-to-market on a daily basis to reflect the changes in market value of the contract, which is recognized
as a component of Change in net unrealized appreciation (depreciation) of futures contracts on the Statement of Operations. When the contract is closed or expired, a Fund records a realized gain or loss equal to the
difference between the value of the contract on the closing date and value of the contract when originally entered into, which is recognized as a component of Net realized gain (loss) from futures contracts on the Statement
of Operations.
Risks of investments in futures contracts include the possible adverse movement in the price of the securities or indices underlying the contracts,
the possibility that there may not be a liquid secondary market for the contracts and/or that a change in the value of the contract may not correlate with a change in the value of the underlying securities or indices.
During the current fiscal period, JPC, JPI, JPT and NPFD invested in short interest rate futures to manage the Funds exposure to various points along the yield
curve, with a net effect of decreasing the Funds overall interest rate sensitivity.
The average notional amount of futures contracts outstanding during the
current fiscal period was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPC |
|
|
JPI |
|
|
JPT |
|
|
NPFD |
|
Average notional amount of futures contracts outstanding* |
|
|
42,314,452 |
|
|
|
39,843,544 |
|
|
|
6,483,945 |
|
|
|
57,733,465 |
|
* |
The average notional amount is calculated based on the absolute aggregate notional amount of contracts outstanding at the
beginning of the current fiscal period and at the end of each quarter within the current fiscal period. |
The following table presents the fair value
of all futures contracts held as of end of the reporting period, the location of these instruments on the Statement of Assets and Liabilities and the primary underlying risk exposure.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location on the Statement of Assets and
Liabilities |
|
Underlying Risk Exposure |
|
Derivative Instrument |
|
Asset Derivatives |
|
|
|
|
(Liability) Derivatives |
|
|
Location |
|
Value |
|
|
|
|
Location |
|
Value |
|
NPFD |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
Futures contracts |
|
|
|
$ |
|
|
|
|
|
Payable for variation margin on futures contracts* |
|
$ |
(176,597 |
) |
* |
Value represents the cumulative unrealized appreciation (depreciation) of futures contracts as reported in the Funds
Portfolio of Investments and not the daily asset and/or liability derivative location as described in the table above. |
86
The following table presents the amount of net
realized gain (loss) and change in net unrealized appreciation (depreciation) recognized on futures contracts on the Statement of Operations during the current fiscal period, and the primary underlying risk exposure.
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
Underlying Risk Exposure |
|
Derivative
Instrument |
|
Net Realized
Gain (Loss) from Futures
Contracts |
|
|
Change in Net Unrealized Appreciation (Depreciation) of Futures Contracts |
|
JPC |
|
Interest rate |
|
Futures contracts |
|
$ |
1,713,691 |
|
|
$ |
896,503 |
|
JPI |
|
Interest rate |
|
Futures contracts |
|
|
1,612,854 |
|
|
|
844,887 |
|
JPT |
|
Interest rate |
|
Futures contracts |
|
|
265,502 |
|
|
|
138,551 |
|
NPFD |
|
Interest rate |
|
Futures contracts |
|
|
985,489 |
|
|
|
(176,597 |
) |
Interest Rate Swap Contracts
Interest rate
swap contracts involve a Funds agreement with the counterparty to pay or receive a fixed rate payment in exchange for the counterparty receiving or paying a variable rate payment. Forward interest rate swap contracts involve a Funds
agreement with a counterparty to pay, in the future, a fixed or variable rate payment in exchange for the counterparty paying the Fund a variable or fixed rate payment, the accruals for which would begin at a specified date in the future (the
effective date).
The amount of the payment obligation for an interest rate swap is based on the notional amount and the termination date of the contract.
Interest rate swap contracts do not involve the delivery of securities or other underlying assets or principal. Accordingly, the risk of loss with respect to the swap counterparty on such transactions is limited to the net amount of interest
payments that the Fund is to receive.
Interest rate swap contracts are valued daily. Upon entering into an interest rate swap contract (and beginning on the
effective date for a forward interest rate swap contract), the Fund accrues the fixed rate payment expected to be paid or received and the variable rate payment expected to be received or paid on the interest rate swap contracts on a daily basis,
and recognizes the daily change in the fair value of the Funds contractual rights and obligations under the contracts. For an over-the-counter (OTC) swap, that is not cleared through a clearing house (OTC Uncleared),
the amount recorded on these transactions is recognized on the Statement of Assets and Liabilities as a component of Unrealized appreciation or depreciation on interest rate swaps.
Upon the execution of an OTC swap cleared through a clearing house (OTC Cleared), the Fund is obligated to deposit cash or eligible securities, also known as
initial margin, into an account at its clearing broker equal to a specified percentage of the contract amount. Cash deposited by the Fund to cover initial margin requirements on open swap contracts, if any, is recognized as a component
of Cash collateral at brokers for investments in swaps on the Statement of Assets and Liabilities. Investments in OTC Cleared swaps obligate the Fund and the clearing broker to settle monies on a daily basis representing changes in the
prior days mark-to-market of the swap contract. If the Fund has unrealized appreciation, the clearing broker will credit the Funds account with an amount equal to the appreciation. Conversely, if the Fund has unrealized
depreciation, the clearing broker will debit the Funds account with an amount equal to the depreciation. These daily cash settlements are also known as variation margin. Variation margin for OTC Cleared swaps is recognized as a
receivable and/or payable for Variation margin on swap contracts on the Statement of Assets and Liabilities. Upon the execution of an OTC Uncleared swap, neither the Fund nor the counterparty is required to deposit initial margin as the
trades are recorded bilaterally between both parties to the swap contract, and the terms of the variation margin are subject to a predetermined threshold negotiated by the Fund and the counterparty. Variation margin for OTC Uncleared swaps is
recognized as a component of Unrealized appreciation or depreciation on interest rate swaps as described in the preceding paragraph.
The net amount of
periodic payments settled in cash are recognized as a component of Net realized gain (loss) from swaps on the Statement of Operations, in addition to the net realized gain or loss recorded upon the termination of the swap contract. For
tax purposes, payments expected to be received or paid on the swap contracts are treated as ordinary income or expense, respectively. Changes in the value of the swap contracts during the fiscal period are recognized as a component of Change
in net unrealized appreciation (depreciation) of swaps on the Statement of Operations. In certain instances, payments are made or received upon entering into the swap contract to compensate for differences between the stated terms of the swap
agreements and prevailing market conditions (credit spreads, currency exchange rates, interest rates, and other relevant factors). Payments received or made at the beginning of the measurement period, if any, are recognized as Interest rate
swaps premiums received and/or paid on the Statement of Assets and Liabilities.
During the current fiscal period, JPC, JPI and JPS continued to use interest
rate swap contracts to partially hedge the interest cost of leverage, which is through the use of bank borrowings.
The average notional amount of interest rate swap
contracts outstanding during the current fiscal period was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPC |
|
|
JPI |
|
|
JPS |
|
Average notional amount of interest rate swap contracts
outstanding* |
|
$ |
325,500,000 |
|
|
$ |
157,000,000 |
|
|
$ |
611,000,000 |
|
* |
The average notional amount is calculated based on the outstanding notional at the beginning of the current fiscal period
and at the end of each fiscal quarter within the current fiscal period. |
87
Notes to Financial Statements (continued)
The following table presents the fair value of all swap contracts held by the Funds as of the end
of the reporting period, the location of these instruments on the Statement of Assets and Liabilities and the primary underlying risk exposure.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location on the Statement of Assets and
Liabilities |
|
Underlying
Risk Exposure |
|
Derivative
Instrument |
|
Asset Derivatives |
|
|
|
|
|
(Liability) Derivatives |
|
|
Location |
|
Value |
|
|
|
|
|
Location |
|
Value |
|
JPC |
|
Interest rate |
|
Swaps (OTC Uncleared) |
|
Unrealized appreciation on interest rate swaps** |
|
$ |
2,520,950 |
|
|
|
|
|
|
Unrealized depreciation on interest rate swaps** |
|
$ |
(249,556 |
) |
JPI |
|
Interest rate |
|
Swaps (OTC Uncleared) |
|
Unrealized appreciation on interest rate swaps** |
|
$ |
941,418 |
|
|
|
|
|
|
Unrealized depreciation on interest rate swaps** |
|
$ |
|
|
JPS |
|
Interest rate |
|
Swaps (OTC Uncleared) |
|
Unrealized appreciation on interest rate swaps** |
|
$ |
5,265,234 |
|
|
|
|
|
|
Unrealized depreciation on interest rate swaps** |
|
$ |
(595,246 |
) |
** |
Some swap contracts require a counterparty to pay or receive a premium, which is disclosed in the Statement of Assets and
Liabilities, when applicable, and is not reflected in the cumulative unrealized appreciation (depreciation) presented above. |
The following table
presents the swap contracts subject to netting agreements and the collateral delivered related to those swap contracts as of the end of the reporting period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
Counterparty |
|
Gross Unrealized Appreciation on Interest Rate Swaps*** |
|
|
Gross Unrealized (Depreciation) on Interest Rate Swaps*** |
|
|
Net Unrealized Appreciation (Depreciation) on Interest Rate Swaps |
|
|
Collateral Pledged to (from) Counterparty |
|
|
Net Exposure |
|
JPC |
|
Morgan Stanley Capital Services LLC |
|
$ |
2,520,950 |
|
|
$ |
(249,556 |
) |
|
$ |
2,271,394 |
|
|
$ |
(2,837,189 |
) |
|
$ |
565,795 |
|
JPI |
|
Morgan Stanley Capital Services LLC |
|
|
941,418 |
|
|
|
|
|
|
|
941,418 |
|
|
|
(1,056,099 |
) |
|
|
114,681 |
|
JPS |
|
Morgan Stanley Capital Services LLC |
|
|
5,265,234 |
|
|
|
(595,246 |
) |
|
|
4,669,988 |
|
|
|
(5,327,201 |
) |
|
|
657,213 |
|
*** |
Represents gross unrealized appreciation (depreciation) for the counterparty as reported in the Funds Portfolio of
Investments. |
The following table presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation)
recognized on swap contracts on the Statement of Operations during the current fiscal period, and the primary underlying risk exposure.
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
Underlying Risk Exposure |
|
Derivative Instrument |
|
Net Realized Gain (Loss) from Swaps |
|
|
Change in Net Unrealized Appreciation (Depreciation) of Swaps |
|
JPC |
|
Interest rate |
|
Swaps |
|
$ |
(5,165,009 |
) |
|
$ |
29,067,374 |
|
JPI |
|
Interest rate |
|
Swaps |
|
|
(2,649,333 |
) |
|
|
8,472,981 |
|
JPS |
|
Interest rate |
|
Swaps |
|
|
(10,105,705 |
) |
|
|
54,965,989 |
|
Market and Counterparty Credit Risk
In the
normal course of business each Fund may invest in financial instruments and enter into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the other party to the transaction to perform
(counterparty credit risk). The potential loss could exceed the value of the financial assets recorded on the financial statements. Financial assets, which potentially expose each Fund to counterparty credit risk, consist principally of cash due
from counterparties on forward, option and swap transactions, when applicable. The extent of each Funds exposure to counterparty credit risk in respect to these financial assets approximates their carrying value as recorded on the Statement of
Assets and Liabilities.
Each Fund helps manage counterparty credit risk by entering into agreements only with counterparties the Adviser believes have the financial
resources to honor their obligations and by having the Adviser monitor the financial stability of the counterparties. Additionally, counterparties may be required to pledge collateral daily (based on the daily valuation of the financial asset) on
behalf of each Fund with a value approximately equal to the amount of any unrealized gain above a pre-determined threshold. Reciprocally, when each Fund has an unrealized loss, the Funds have instructed the custodian to pledge assets of the Funds as
collateral with a value approximately equal to the amount of the unrealized loss above a pre-determined threshold. Collateral pledges are monitored and subsequently adjusted if and when the valuations fluctuate, either up or down, by at least the
pre-determined threshold amount.
88
5. Fund Shares
Common Shares
Tender Offer
The Board has authorized JPT to conduct a tender offer pursuant to which the Fund would offer to purchase up to 100% of its then outstanding shares for cash on a pro rata
basis at a price per share equal 100% of the NAV per share as determined as of the close of regular trading on the NYSE on the expiration date of the tender offer.
On January 19, 2022, Nuveen announced the Funds tender offer, which commenced on January 20, 2022 and expired on February 17, 2022. In the tender offer 2,454,617
shares were tendered, representing approximately 36% of the Funds common shares outstanding from participating shareholders.
The final results of the tender
offer are as shown in the accompanying table.
|
|
|
|
|
|
|
JPT |
|
Number of common shares outstanding before tender offer |
|
|
6,846,241 |
|
Number of common shares authorized for tender offer |
|
|
2,454,617 |
|
Purchase price (100% of share NAV on expiration date) |
|
$ |
23.2613 |
|
Number of common shares outstanding after tender offer |
|
|
4,391,624 |
|
Common Share Equity Shelf Programs and Offering Costs
JPC and JPS have filed a registration statement with the SEC authorizing each Fund to issue additional common shares through one or more equity shelf programs
(Shelf Offering), which became effective with the SEC during a prior fiscal period.
Under these Shelf Offerings, the Funds, subject to market conditions,
may raise additional equity capital by issuing additional common shares from time to time in varying amounts and by different offering methods at a net price at or above each Funds NAV per common share. In each event the Funds Shelf
Offering registration statement is no longer current, the Funds may not issue additional common shares until a post-effective amendment to the registration statement has been filed with the SEC.
Maximum aggregate offering, common shares sold and offering proceeds, net of offering costs under each Funds Shelf Offering during the Funds current and prior
fiscal period were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPC |
|
|
JPS |
|
|
|
Year Ended 7/31/2022 |
|
|
Year Ended 7/31/21* |
|
|
Year Ended 7/31/2022 |
|
|
Year Ended 7/31/2021 |
|
Maximum aggregate offering |
|
|
Unlimited |
|
|
|
Unlimited |
|
|
|
Unlimited |
|
|
|
Unlimited |
|
Common shares sold |
|
|
1,185,860 |
|
|
|
480,154 |
|
|
|
921,252 |
|
|
|
932,349 |
|
Offering proceeds, net of offering costs |
|
$ |
11,703,948 |
|
|
$ |
4,757,224 |
|
|
$ |
9,114,000 |
|
|
$ |
9,215,446 |
|
* |
For the period March 19, 2021 through July 31, 2021. |
Costs incurred by each Fund in connection with their initial shelf registration are recorded as a prepaid expense and recognized as Deferred offering costs on
the Statement of Assets and Liabilities. These costs are amortized pro rata as common shares are sold and are recognized as a component of Proceeds from shelf offering, net of offering costs on the Statement of Changes in Net Assets. Any
deferred offering costs remaining after the effectiveness of the initial shelf registration will be expensed. Costs incurred by the Funds to keep the shelf registration current are expensed as incurred and recognized as a component of Other
expenses on the Statement of Operations.
89
Notes to Financial Statements (continued)
Common Share Transactions
Transactions in common shares during the Funds current and prior fiscal period were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPC |
|
|
JPI |
|
|
JPS |
|
|
JPT |
|
|
NPFD* |
|
|
|
Year Ended 7/31/22 |
|
|
Year Ended 7/31/21 |
|
|
Year Ended 7/31/22 |
|
|
Year Ended 7/31/21 |
|
|
Year Ended 7/31/22 |
|
|
Year Ended 7/31/21 |
|
|
Year Ended 7/31/22 |
|
|
Year Ended 7/31/21 |
|
|
For the period 12/15/2021 commencement of operations) through 7/31/22 |
|
Common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sold through shelf offering |
|
|
1,185,860 |
|
|
|
480,154 |
|
|
|
|
|
|
|
|
|
|
|
921,252 |
|
|
|
932,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,160,141 |
|
Repurchased and retired through tender offer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,454,617 |
) |
|
|
|
|
|
|
|
|
Issued to shareholders due to reinvestment of distributions |
|
|
38,614 |
|
|
|
9,455 |
|
|
|
6,156 |
|
|
|
4,872 |
|
|
|
29,125 |
|
|
|
48,338 |
|
|
|
2,174 |
|
|
|
4,887 |
|
|
|
|
|
Total |
|
|
1,224,474 |
|
|
|
489,609 |
|
|
|
6,156 |
|
|
|
4,872 |
|
|
|
950,377 |
|
|
|
980,687 |
|
|
|
(2,452,443 |
) |
|
|
4,887 |
|
|
|
24,160,141 |
|
Weighted average common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium to NAV per shelf offering sold |
|
|
1.18 |
% |
|
|
1.08 |
% |
|
|
|
|
|
|
|
|
|
|
1.16 |
% |
|
|
1.12 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Tender offer: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
23.26 |
|
|
|
|
|
|
|
|
|
Discount per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00 |
% |
|
|
|
|
|
|
|
|
* |
Prior to the commencement of operations, the Adviser purchased 4,000 shares, which are still held as of the end of the
reporting period. |
Preferred Shares
Taxable Fund
Preferred Shares
JPS has issued and has outstanding Taxable Fund Preferred (TFP) Shares, with a $1,000 liquidation preference per share. These TFP
Shares were issued via private placement and are not publicly available.
The Fund is obligated to redeem its TFP Shares by the date as specified in its offering
documents (Term Redemption Date), unless earlier redeemed by the Fund. TFP Shares are initially issued in a pre-specified mode, however, TFP Shares can be subsequently designated as an alternative mode at a later date at the discretion
of the Funds. The modes within TFP Shares detail the dividend mechanics and are described as follows. At a subsequent date, the Fund may establish additional mode structures with the TFP Share.
|
|
|
Variable Rate Mode (VRM) Dividends for TFP Shares designated in this mode are based upon a short-term
index plus an additional fixed spread amount established at the time of issuance or renewal / conversion of its mode. At the end of the period of the mode, the Fund will be required to either extend the term of the mode, designate an
alternative mode or redeem the TFP Shares. |
The fair value of TFP Shares while in VRM are expected to approximate their liquidation
preference so long as the fixed spread on the shares remains roughly in line with the spread being demanded by investors on instruments having similar terms in the current market. In current market conditions, the Adviser has
determined that the fair value of the shares are approximately their liquidation preference, but their fair value could vary if market conditions change materially.
|
|
|
Variable Rate Demand Mode (VRDM) Dividends for TFP Shares designated in this mode will be established by
a remarketing agent; therefore, the market value of the TFP Shares is expected to approximate its liquidation preference. While in this mode, shares will have an unconditional liquidity feature that enable its shareholders to require a liquidity
provider, which each Fund has entered into a contractual agreement, to purchase shares in the event that the shares are not able to be successfully remarketed. In the event that shares within this mode are unable to be successfully remarketed and
are purchased by the liquidity provider, the dividend rate will be the maximum rate which is designed to escalate according to a specified schedule in order to enhance the remarketing agents ability to successfully remarket the shares. Each
Fund is required to redeem any shares that are still owned by a liquidity provider after six months of continuous, unsuccessful remarketing. |
The Fund will pay a liquidity and remarketing fee on the aggregate principal amount of all TFP Shares while within VRDM. Payments made by the Funds to the
liquidity provider and remarketing agent are recognized as Liquidity fees and Remarketing fees, respectively, on the Statement of Operations.
For financial reporting purposes, the liquidation preference of TFP Shares is recorded as a liability and is recognized as a component of Taxable Fund Preferred
(TFP) Shares, net of deferred offering costs on the Statement of Assets and Liabilities. Dividends on the TFP shares are treated as interest payments for financial reporting purposes. Unpaid dividends on TFP shares are recognized
as a component on Interest payable on the Statement of Assets and Liabilities. Dividends accrued on TFP Shares are recognized as a component of Interest expense and amortization of offering costs on the Statement of
Operations.
90
Subject to certain conditions, TFP Shares may be
redeemed, in whole or in part, at any time at the option of the Funds. Each Fund may also be required to redeem certain TFP shares if the Fund fails to maintain certain asset coverage requirements and such failures are not cured by the applicable
cure date. The redemption price per share in all circumstances is equal to the liquidation preference per share plus any accumulated but unpaid dividends.
JPS
incurred offering costs of $1,090,000 in connection with its offering of TFP Shares, which were recorded as a deferred charge and are being amortized over the life of the shares. These offering costs are recognized as a component of Taxable
Fund Preferred (TFP) Shares, net of deferred offering costs on the Statement of Assets and Liabilities and Interest expense and amortization of offering costs on the Statement of Operations.
As of the end of the reporting period, JPS had $268,930,316 TFP Shares at liquidation preference, net of deferred offering costs. Further details of the Funds TFP
Shares outstanding as of the end of the reporting period, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
Series |
|
|
Shares Outstanding |
|
|
Liquidation Preference |
|
|
Term Redemption Date |
|
|
Mode |
|
JPS |
|
|
A |
|
|
|
270,000 |
|
|
$ |
270,000,000 |
|
|
|
July 1, 2032 |
|
|
|
VRDM |
|
The average liquidation preference of TFP Shares outstanding and the annualized dividend rate for the Fund during the current fiscal
period were as follows:
|
|
|
|
|
|
|
JPS* |
|
Average liquidation preference of TFP Shares outstanding |
|
$ |
270,000,000 |
|
Annualized dividend rate |
|
|
2.27 |
% |
* |
For the period July 14, 2022 (first issuance date of shares) through July 31, 2022. |
Preferred Share Transactions
Transactions in preferred shares during the
Funds current and prior fiscal period, where applicable, are noted in the following table.
Transactions in TFP Shares for the Fund, where applicable, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended July 31, 2022 |
|
JPS |
|
Series |
|
|
Shares |
|
|
Amount |
|
TFP Shares issued |
|
|
A |
|
|
|
270,000 |
|
|
$ |
270,000,000 |
|
6. Income Tax Information
Each Fund is a
separate taxpayer for federal income tax purposes. Each Fund intends to distribute substantially all of its net investment income and net capital gains to shareholders and otherwise comply with the requirements of Subchapter M of the Internal
Revenue Code applicable to regulated investment companies. Therefore, no federal income tax provision is required.
Each Fund files income tax returns in U.S. federal
and applicable state and local jurisdictions. A Funds federal income tax returns are generally subject to examination for a period of three fiscal years after being filed. State and local tax returns may be subject to examination for an
additional period of time depending on the jurisdiction. Management has analyzed each Funds tax positions taken for all open tax years and has concluded that no provision for income tax is required in the Funds financial statements.
Differences between amounts for financial statement and federal income tax purposes are primarily due to timing differences in recognizing gains and losses on investment
transactions. Temporary differences do not require reclassification. As of year end, permanent differences that resulted in reclassifications among the components of net assets relate primarily to bond premium amortization adjustments, complex
securities character adjustments, return of capital and long-term capital gain distributions received from portfolio investments, taxes paid and treatment of notional principal contracts. Temporary and permanent differences have no impact on a
Funds net assets.
As of year end, the aggregate cost and the net unrealized appreciation/(depreciation) of all investments for federal income tax purposes was
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
Tax Cost |
|
|
Gross Unrealized Appreciation |
|
|
Gross Unrealized (Depreciation) |
|
|
Net Unrealized Appreciation (Depreciation) |
|
JPC |
|
$ |
1,457,498,286 |
|
|
$ |
12,491,268 |
|
|
$ |
(66,645,627 |
) |
|
$ |
(54,154,359 |
) |
JPI |
|
|
791,190,369 |
|
|
|
8,857,986 |
|
|
|
(37,576,877 |
) |
|
|
(28,718,891 |
) |
JPS |
|
|
2,809,073,773 |
|
|
|
41,859,264 |
|
|
|
(128,927,949 |
) |
|
|
(87,068,685 |
) |
JPT |
|
|
145,207,041 |
|
|
|
943,674 |
|
|
|
(7,194,899 |
) |
|
|
(6,251,225 |
) |
NPFD |
|
|
886,286,051 |
|
|
|
446,869 |
|
|
|
(90,470,035 |
) |
|
|
(90,023,166 |
) |
91
Notes to Financial Statements (continued)
For purposes of this disclosure, tax cost generally includes the cost of portfolio investments as
well as up-front fees or premiums exchanged on derivatives and any amounts unrealized for income statement reporting but realized income and/or capital gains for tax reporting, if applicable.
As of year end, the components of accumulated earnings on a tax basis were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
Undistributed Ordinary Income |
|
Undistributed Long-Term Capital Gains |
|
|
Unrealized Appreciation (Depreciation) |
|
|
Capital Loss Carryforwards |
|
|
Late-Year Loss Deferrals |
|
|
Other Book-to-Tax Differences |
|
|
Total |
|
JPC |
|
$ 4,295,389 |
|
$ |
|
|
|
$ |
(54,156,995 |
) |
|
$ |
(111,151,957 |
) |
|
$ |
|
|
|
$ |
(5,228,985 |
) |
|
$ |
(166,242,548 |
) |
JPI |
|
1,493,449 |
|
|
|
|
|
|
(28,718,891 |
) |
|
|
(23,811,514 |
) |
|
|
|
|
|
|
(2,824,176 |
) |
|
|
(53,861,132 |
) |
JPS |
|
2,451,794 |
|
|
|
|
|
|
(87,068,685 |
) |
|
|
(89,493,764 |
) |
|
|
|
|
|
|
(8,095,028 |
) |
|
|
(182,205,683 |
) |
JPT |
|
206,075 |
|
|
|
|
|
|
(6,251,225 |
) |
|
|
(11,601,485 |
) |
|
|
|
|
|
|
(551,149 |
) |
|
|
(18,197,784 |
) |
NPFD |
|
2,850,698 |
|
|
|
|
|
|
(90,023,166 |
) |
|
|
(4,735,220 |
) |
|
|
|
|
|
|
(3,334,651 |
) |
|
|
(95,242,339 |
) |
The tax character of distributions paid were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/31/22 |
|
|
|
|
|
7/31/21 |
Fund |
|
Ordinary Income |
|
|
Long-Term Capital Gains |
|
|
Ordinary Income |
|
|
Long-Term Capital Gains |
|
JPC |
|
$ |
66,660,132 |
|
|
$ |
|
|
|
|
|
|
|
$ |
65,752,057 |
|
|
$ |
|
|
JPI |
|
|
35,659,439 |
|
|
|
|
|
|
|
|
|
|
|
35,645,968 |
|
|
|
|
|
JPS |
|
|
121,278,321 |
|
|
|
|
|
|
|
|
|
|
|
123,552,214 |
|
|
|
|
|
JPT |
|
|
8,310,452 |
|
|
|
|
|
|
|
|
|
|
|
9,728,671 |
|
|
|
|
|
NPFD |
|
|
20,007,909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of year end, the Funds had capital loss carryforwards, which will not expire:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
Short-Term |
|
|
Long-Term |
|
|
Total |
|
JPC |
|
$ |
45,557,568 |
|
|
$ |
65,594,389 |
|
|
$ |
111,151,957 |
|
JPI |
|
|
11,051,618 |
|
|
|
12,759,896 |
|
|
|
23,811,514 |
|
JPS |
|
|
12,058,682 |
|
|
|
77,435,082 |
|
|
|
89,493,764 |
|
JPT |
|
|
2,833,013 |
|
|
|
8,768,472 |
|
|
|
11,601,485 |
|
NPFD |
|
|
4,735,220 |
|
|
|
|
|
|
|
4,735,220 |
|
As of year end, the Funds utilized the following capital loss carryforwards:
|
|
|
|
|
Fund |
|
Utilized |
|
JPC |
|
$ |
|
|
JPI |
|
|
|
|
JPS |
|
|
1,539,145 |
|
JPT |
|
|
|
|
NPFD |
|
|
|
|
7. Management Fees
Each Funds
management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. The Sub-Advisers are compensated for their services to the Funds from the management fees paid to the Adviser. Spectrum
also receives compensation on certain portfolio transactions for providing brokerage services to JPS. During the current fiscal period, JPS paid Spectrum commissions of $12,230.
Each Funds management fee consists of two components a fund-level fee, based only on the amount of assets within each individual Fund, and a complex-level
fee, based on the aggregate amount of all eligible fund assets managed by the Adviser. This pricing structure enables each Funds shareholders to benefit from growth in the assets within their respective Fund as well as from growth in the
amount of complex-wide assets managed by the Adviser.
The annual fund-level fee, payable monthly, for each Fund is calculated according to the following schedule:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund-Level Average Daily Managed Assets |
|
JPC |
|
|
JPI |
|
|
JPS |
|
|
JPT |
|
|
NPFD |
|
For the first $500 million |
|
|
0.6800 |
% |
|
|
0.7000 |
% |
|
|
0.7000 |
% |
|
|
0.7000 |
% |
|
|
0.7500 |
% |
For the next $500 million |
|
|
0.6550 |
|
|
|
0.6750 |
|
|
|
0.6750 |
|
|
|
0.6750 |
|
|
|
0.7250 |
|
For the next $500 million |
|
|
0.6300 |
|
|
|
0.6500 |
|
|
|
0.6500 |
|
|
|
0.6500 |
|
|
|
0.7000 |
|
For the next $500 million |
|
|
0.6050 |
|
|
|
0.6250 |
|
|
|
0.6250 |
|
|
|
0.6250 |
|
|
|
0.6750 |
|
For managed assets over $2 billion |
|
|
0.5800 |
|
|
|
0.6000 |
|
|
|
0.6000 |
|
|
|
0.6000 |
|
|
|
0.6500 |
|
92
The annual complex-level fee, payable monthly, for
each Fund is calculated by multiplying the current complex-wide fee rate, determined according to the following schedule by the Funds daily managed assets:
|
|
|
|
|
Complex-Level Eligible Asset Breakpoint Level* |
|
Effective Complex-Level Fee Rate at Breakpoint Level |
|
$55 billion |
|
|
0.2000 |
% |
$56 billion |
|
|
0.1996 |
|
$57 billion |
|
|
0.1989 |
|
$60 billion |
|
|
0.1961 |
|
$63 billion |
|
|
0.1931 |
|
$66 billion |
|
|
0.1900 |
|
$71 billion |
|
|
0.1851 |
|
$76 billion |
|
|
0.1806 |
|
$80 billion |
|
|
0.1773 |
|
$91 billion |
|
|
0.1691 |
|
$125 billion |
|
|
0.1599 |
|
$200 billion |
|
|
0.1505 |
|
$250 billion |
|
|
0.1469 |
|
$300 billion |
|
|
0.1445 |
|
* |
For the complex-level fees, managed assets include closed-end fund assets managed by the Adviser that are attributable to
certain types of leverage. For these purposes, leverage includes the funds use of preferred stock and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond
(TOB) trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trusts issuance of floating rate securities, subject to an agreement by the Adviser as to certain funds to limit the amount of such
assets for determining managed assets in certain circumstances. The complex-level fee is calculated based upon the aggregate daily managed assets of all Nuveen open-end and closed-end funds that constitute eligible assets. Eligible
assets do not include assets attributable to investments in other Nuveen funds or assets in excess of a determined amount (originally $2 billion) added to the Nuveen fund complex in connection with the Advisers assumption of the management of
the former First American Funds effective January 1, 2011, but do not include certain assets of certain Nuveen funds that were reorganized into funds advised by an affiliate of the Adviser during the 2019 calendar year. As of July 31, 2022, the
complex-level fee rate for each Fund was 0.1562%. |
Beginning February 8, 2022, and for a one-year period, the Adviser is waiving 50% of JPTs
net management fees.
8. Commitments and Contingencies
In the normal
course of business, each Fund enters into a variety of agreements that may expose the Fund to some risk of loss. These could include certain agreements related to preferred shares, which are described elsewhere in these Notes to Financial
Statements. The risk of future loss arising from such agreements, while not quantifiable, is expected to be remote. As of the end of the reporting period, the Funds did not have any unfunded commitments.
From time to time, the Funds may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the
Funds rights under contracts. As of the end of the reporting period, management has determined that any legal proceeding(s) the Funds are subject to, including those described within this report, are unlikely to have a material impact to any
of the Funds financial statements.
9. Borrowing Arrangements and Reverse Repurchase Agreements
Borrowings
Each Fund entered into a borrowing arrangement
(Borrowings) as a means of leverage. As of the end of the reporting period, each Funds maximum commitment amount under these Borrowings is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPC |
|
|
JPI |
|
|
JPS |
|
|
JPT |
|
|
NPFD |
|
Maximum commitment amount |
|
$ |
485,000,000 |
|
|
$ |
255,000,000 |
|
|
$ |
560,000,000 |
|
|
$ |
47,000,000 |
|
|
$ |
250,000,000 |
|
As of the end of the reporting period, each Funds outstanding balance on its Borrowings was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPC |
|
|
JPI |
|
|
JPS |
|
|
JPT |
|
|
NPFD |
|
Outstanding balance on Borrowings |
|
$ |
423,400,000 |
|
|
$ |
216,000,000 |
|
|
$ |
499,300,000 |
|
|
$ |
47,000,000 |
|
|
$ |
188,600,000 |
|
On July 1, 2022 JPC, JPI and JPS amended their Borrowings and changed their interest on these Borrowings to OBFR (Overnight Bank
Funding Rate) plus 0.85% per annum on the amounts borrowed (1-Month LIBOR (London Inter-Bank Offered Rate) plus 0.75% prior to July 1, 2022). All the other terms remain unchanged. JPTs interest is charged on the Borrowings at a rate
equal to the 1-Month Term SOFR (Secured Overnight Financing Rate) plus 0.825% (this is comprised of a 0.05% credit adjustment spread to account for SOFR basis plus 0.775% prior to drawn rate). (1-month LIBOR plus 0.775%
93
Notes to Financial Statements (continued)
prior to February 2, 2022) per annum on the amount borrowed and a 0.125% per annum commitment
fee on the undrawn portion of the Borrowings. For NPFD, interest is charged on these Borrowings at OBFR plus 0.75% per annum on the amounts borrowed and 0.25% per annum on the undrawn balance if the undrawn portion of the Borrowings on a particular
day is more than 25% of the maximum commitment amount.
During the current fiscal period, the average daily balance outstanding and average annual interest rate on
each Funds Borrowings were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPC |
|
|
JPI |
|
|
JPS |
|
|
JPT |
|
|
NPFD1 |
|
Utilization period |
|
|
365 |
|
|
|
365 |
|
|
|
365 |
|
|
|
365 |
|
|
|
202 |
|
Average daily balance outstanding |
|
$ |
455,111,644 |
|
|
$ |
231,129,315 |
|
|
$ |
829,047,945 |
|
|
$ |
47,000,000 |
|
|
$ |
197,116,832 |
|
Average annual interest rate |
|
|
1.23 |
% |
|
|
1.23 |
% |
|
|
1.20 |
% |
|
|
1.19 |
% |
|
|
1.37 |
% |
|
1 For the period January 11,
2022 (inital draw) through July 31, 2022. |
|
In order to maintain these Borrowings, the Funds must meet certain collateral, asset coverage and other requirements. The Funds
borrowings outstanding are fully secured by eligible securities held in each Funds portfolio of investments. (Pledged Collateral)
Borrowings
outstanding are recognized as Borrowings on the Statement of Assets and Liabilities. Interest expense incurred on the borrowed amount and undrawn balance and amendment fees are recognized as a component of Interest expense and
amortization of offering costs on the Statement of Operations.
Rehypothecation
JPC, JPI and JPS have each entered into a Rehypothecation Side Letter (Side Letter) with its prime brokerage lender, allowing it to re-register the Pledged
Collateral in its own name or in a name other than the Funds to pledge, repledge, hypothecate, rehypothecate, sell, lend or otherwise transfer or use the Pledged Collateral (the Hypothecated Securities) with all rights of ownership
as described in the Side Letter. Subject to certain conditions, the total value of the outstanding Hypothecated Securities shall not exceed the lesser of (i) 98% of the outstanding balance on the Borrowings to which the Pledged Collateral
relates and (ii) 331⁄3% of the Funds total assets. The Funds may designate any Pledged Collateral as ineligible for rehypothecation. The Funds may also
recall Hypothecated Securities on demand.
The Funds also have the right to apply and set-off an amount equal to one-hundred percent (100%) of the then-current
fair market value of such Pledged Collateral against the current Borrowings under the Side Letter in the event that the prime brokerage lender fails to timely return the Pledged Collateral and in certain other circumstances. In such circumstances,
however, the Funds may not be able to obtain replacement financing required to purchase replacement securities and, consequently, the Funds income generating potential may decrease. Even if a Fund is able to obtain replacement financing, it
might not be able to purchase replacement securities at favorable prices.
The Funds will receive a fee in connection with the Hypothecated Securities
(Rehypothecation Fees) in addition to any principal, interest, dividends and other distributions paid on the Hypothecated Securities.
As of the end of
the reporting period, JPC, JPI and JPS each had Hypothecated Securities as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPC |
|
|
JPI |
|
|
JPS |
|
Hypothecated Securities |
|
$ |
378,989,172 |
|
|
$ |
197,806,164 |
|
|
$ |
389,505,910 |
|
JPC, JPI and JPS earn Rehypothecation Fees, which are recognized as Rehypothecation income on the Statement of Operations.
During the current fiscal period, the Rehypothecation Fees earned by each Fund were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPC |
|
|
JPI |
|
|
JPS |
|
Rehypothecation Fees |
|
$ |
74,994 |
|
|
$ |
68,003 |
|
|
$ |
255,820 |
|
Reverse Repurchase Agreements
During the
current fiscal period, JPC, JPI, JPS and NPFD used reverse repurchase agreements as a means of leverage.
Each Fund may enter into a reverse repurchase agreement with
brokers, dealers, banks or other financial institutions that have been determined by the Adviser to be creditworthy. In a reverse repurchase agreement, a Fund sells to the counterparty a security that it holds with a contemporaneous agreement to
repurchase the same security at an agreed-upon price and date, reflecting the interest rate effective for the term of the agreement. It may also be viewed as the borrowing of money by the Fund. Cash received in exchange for securities delivered,
plus accrued interest payments to be made by the Fund to a counterparty, are reflected as a liability on the Statement of Assets and Liabilities. Interest payments made by the Fund to counterparties are recognized as a component of Interest
expense and amortization of offering costs on the Statement of Operations.
94
In a reverse repurchase agreement, the Fund retains
the risk of loss associated with the sold security. In order to minimize risk, the Fund identifies for coverage securities and cash as collateral with a fair value at least equal to its purchase obligations under these agreements (including accrued
interest). Reverse repurchase agreements also involve the risk that the purchaser fails to return the securities as agreed upon, files for bankruptcy or becomes insolvent. Upon a bankruptcy or insolvency of a counterparty, the Fund is considered to
be an unsecured creditor with respect to excess collateral and as such the return of excess collateral may be delayed. The Fund will identify assets determined to be liquid by the Adviser to cover its obligations under reverse repurchase agreements.
As of the end of the reporting period, the Funds outstanding balances on its reverse repurchase agreements were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
Counterparty |
|
Rate |
|
Principal Amount |
|
|
Maturity* |
|
|
Value |
|
|
Value and Accrued Interest |
|
JPC |
|
BNP Paribas |
|
OBFR + 0.80% |
|
$ |
(102,100,000 |
) |
|
|
N/A |
|
|
$ |
(102,100,000 |
) |
|
$ |
(102,318,630 |
) |
JPI |
|
BNP Paribas |
|
OBFR + 0.80% |
|
|
(65,000,000 |
) |
|
|
N/A |
|
|
|
(65,000,000 |
) |
|
|
(65,189,978 |
) |
JPS |
|
BNP Paribas |
|
OBFR + 0.80% |
|
|
(275,000,000 |
) |
|
|
N/A |
|
|
|
(275,000,000 |
) |
|
|
(275,588,867 |
) |
NPFD |
|
Royal Bank of Canada |
|
1.900% |
|
|
(103,402,000 |
) |
|
|
8/4/22 |
|
|
|
(103,402,000 |
) |
|
|
(103,887,702 |
) |
* |
The Fund may repurchase the reverse repurchase agreement prior to the maturity date and/or counterparty may accelerate
maturity upon pre-specified advance notice. |
During the current fiscal period, the average daily balance outstanding and average annual interest
rate on the Funds reverse repurchase agreements were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPC |
|
|
JPI |
|
|
JPS |
|
|
NPFD2 |
|
Utilization period (days outstanding) |
|
|
365 |
|
|
|
365 |
|
|
|
365 |
|
|
|
208 |
|
Average daily balance outstanding |
|
$ |
(115,558,630 |
) |
|
$ |
(64,426,301 |
) |
|
$ |
(275,000,000 |
) |
|
$ |
(107,266,712 |
) |
Average annual interest rate |
|
|
1.16 |
% |
|
|
1.28 |
% |
|
|
1.21 |
% |
|
|
1.58 |
% |
|
2 For the period January 5,
2022 (initial purchase of reverse repurchase agreements) through July 31, 2022. |
|
The following table presents the reverse repurchase agreements subject to netting agreements and the collateral delivered related to those
reverse repurchase agreements.
|
|
|
|
|
|
|
|
|
|
|
Fund |
|
Counterparty |
|
Reverse Repurchase Agreements** |
|
|
Collateral Pledged to Counterparty |
|
JPC |
|
BNP Paribas |
|
$ |
(102,318,630 |
) |
|
$ |
255,549,076 |
|
JPI |
|
BNP Paribas |
|
|
(65,189,978 |
) |
|
|
157,389,618 |
|
JPS |
|
BNP Paribas |
|
|
(275,588,867 |
) |
|
|
707,100,826 |
|
NPFD |
|
Royal Bank of Canada |
|
|
(103,887,702 |
) |
|
|
145,022,279 |
|
** |
Represents gross value and accrued interest for the counterparty as reported in the preceding table.
|
10. Inter-Fund Lending
Inter-Fund Borrowing and
Lending
The SEC has granted an exemptive order permitting registered open-end and
closed-end Nuveen funds to participate in an inter-fund lending facility whereby the Nuveen funds may directly lend to and borrow money from each other for temporary purposes (e.g., to satisfy redemption
requests or when a sale of securities fails, resulting in an unanticipated cash shortfall) (the Inter-Fund Program). The closed-end Nuveen funds, including the Funds covered by this
shareholder report, will participate only as lenders, and not as borrowers, in the Inter-Fund Program because such closed-end funds rarely, if ever, need to borrow cash to meet redemptions. The Inter-Fund
Program is subject to a number of conditions, including, among other things, the requirements that (1) no fund may borrow or lend money through the Inter-Fund Program unless it receives a more favorable interest rate than is typically available
from a bank or other financial institution for a comparable transaction; (2) no fund may borrow on an unsecured basis through the Inter-Fund Program unless the funds outstanding borrowings from all sources immediately after the inter-fund
borrowing total 10% or less of its total assets; provided that if the borrowing fund has a secured borrowing outstanding from any other lender, including but not limited to another fund, the inter-fund loan must be secured on at least an equal
priority basis with at least an equivalent percentage of collateral to loan value; (3) if a funds total outstanding borrowings immediately after an inter-fund borrowing would be greater than 10% of its total assets, the fund may borrow
through the inter-fund loan on a secured basis only; (4) no fund may lend money if the loan would cause its aggregate outstanding loans through the Inter-Fund Program to exceed 15% of its net assets at the time of the loan; (5) a
funds inter-fund loans to any one fund shall not exceed 5% of the lending funds net assets; (6) the duration of inter-fund loans will be limited to the time required to receive payment for securities sold, but in no event more than
seven days; and (7) each
95
Notes to Financial Statements (continued)
inter-fund loan may be called on one business days
notice by a lending fund and may be repaid on any day by a borrowing fund. In addition, a Nuveen fund may participate in the Inter-Fund Program only if and to the extent that such participation is consistent with the funds investment objective
and investment policies. The Board is responsible for overseeing the Inter-Fund Program.
The limitations detailed above and the other conditions of the SEC exemptive
order permitting the Inter-Fund Program are designed to minimize the risks associated with Inter-Fund Program for both the lending fund and the borrowing fund. However, no borrowing or lending activity is without risk. When a fund borrows money from
another fund, there is a risk that the loan could be called on one days notice or not renewed, in which case the fund may have to borrow from a bank at a higher rate or take other actions to payoff such loan if an inter-fund loan is not
available from another fund. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.
During the current
reporting period, none of the Funds covered by this shareholder report have entered into any inter-fund loan activity.
11. Subsequent Events
Taxable Fund Preferred TFP Shares Issuance
On August 18, 2022, JPC announced
the issuance of $150,000,000 of TFP Shares at liquidation preference, through a private placement with qualified institutional buyers, as defined in Rule 144A under the Securities Act of 1933. The Fund used the net proceeds from the sale of the TFP
Shares to repay a portion of its outstanding borrowings.
On September 1, 2022, NPFD announced the issuance of $85,000,000 of TFP Shares at liquidation preference,
through a private placement with qualified institutional buyers, as defined in Rule 144A under the Securities Act of 1933. The Fund used the net proceeds from the sale of the TFP Shares to repay a portion of its outstanding borrowings and reverse
repurchase agreements.
Borrowings
On August 18, 2022, JPC amended its
Borrowings and decreased its maximum commitment amount to $320,000,000.
On September 1, 2022, NPFD amended its Borrowings and decreased it maximum commitment amount
to $190,000,000.
96
Shareholder Update
(Unaudited)
CURRENT INVESTMENT OBJECTIVES, INVESTMENT POLICIES AND PRINCIPAL RISKS OF THE FUNDS
NUVEEN PREFERRED & INCOME OPPORTUNITIES FUND (JPC)
Investment Objectives
The Funds primary investment objective is high
current income. The Funds secondary investment objective is total return.
Investment Policies
The Fund will invest at least 80% of its Assets (as defined below) in preferred securities and other income producing securities, including hybrid securities such as
contingent capital securities and up to 20% in other securities, primarily income-oriented securities such as corporate and taxable municipal debt and common equity.
Assets mean the net assets of the Fund plus the amount of any borrowings for investment purposes. Managed Assets mean the total assets of the
Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the express purpose of creating leverage). Total assets for this purpose shall include assets attributable to the Funds use of leverage (whether or not
those assets are reflected in the Funds financial statements for purposes of generally accepted accounting principles), and derivatives will be valued at their market value.
Under normal circumstances:
|
|
|
The Fund will invest at least 50% of its Managed Assets in securities rated investment grade (BBB/Baa and above) at the time
of investment. Investment grade quality securities are those securities that, at the time of investment, are (i) rated by at least one nationally recognized statistical rating organization (NRSRO) within the four highest grades (Baa
or BBB or better by Moodys Investors Service, Inc. (Moodys), Standard & Poors Corporation, a division of The McGraw-Hill Companies (S&P), or Fitch Ratings (Fitch)), or are unrated
but judged to be of comparable quality. |
|
|
|
The Fund will invest more than 25% of its Managed Assets in the securities of companies principally engaged in financial
services. |
|
|
|
The Fund is not limited in the amount of its investments
in non-U.S. issuers. The Fund may invest up to 10% of its Managed Assets in non-U.S. dollar-denominated securities. The Fund may invest up to 5% of its
Managed Assets in preferred securities issued by companies located in emerging market countries. |
The foregoing policies apply only at the time of
any new investment.
Approving Changes in Investment Policies
The Board of
Trustees of the Fund may change the policies described above without a shareholder vote. However, with respect to the Funds policy of investing at least 80% of its Assets in preferred securities and other income producing securities, such
policy may not be changed without 60 days prior written notice.
Portfolio Contents
The Fund invests in preferred securities. The Fund may invest in all types of preferred securities, including both traditional preferred securities and non-traditional preferred securities. Traditional preferred securities are generally equity securities of the issuer that have priority over the issuers common shares as to the payment of dividends
(i.e., the issuer cannot pay dividends on its common shares until the dividends on the preferred shares are current) and as to the payout of proceeds of bankruptcy or other liquidation, but are subordinate to an issuers senior debt and
junior debt as to both types of payments. Additionally, in a bankruptcy or other liquidation, traditional preferred shares are generally subordinate to an issuers trade creditors and other general obligations.
Traditional preferred securities pay a dividend, typically contingent both upon declaration by the issuers board and at times approval by regulators, and on the
existence of current earnings (or retained earnings) in sufficient amount to source the payment. Dividend payments can be either cumulative or non-cumulative and can be passed or deferred without
limitation at the option of the issuer. Traditional preferred securities typically have no ordinary right to vote for the board of directors, except in some cases voting rights may arise if the issuer fails to pay the preferred share dividends.
Traditional preferred securities may be perpetual, or have a term and typically have a fixed liquidation (or par) value.
While some preferred securities
are issued with a final maturity date, others are perpetual in nature. In certain instances, a final maturity date may be extended and/or the final payment of principal may be deferred at the issuers option for a specified time without
triggering an event of default for the issuer. No redemption can typically take place unless all cumulative payment obligations to preferred security investors have been met, although issuers may be able to engage in open-market repurchases without
regard to any cumulative dividends or interest payable. A portion of the portfolio may include investments in non-cumulative preferred securities, whereby the issuer does not have an obligation to
make up any arrearages to holders of such securities. Should an issuer default on its obligations under such a security, the amount of income earned by the Fund may be adversely affected.
97
Shareholder Update (continued)
(Unaudited)
Non-traditional preferred securities include hybrid preferred securities, contingent convertible capital securities and other
types of preferred securities that do not have the traditional features described above. Hybrid-preferred securities often behave similarly as investments in traditional preferred securities and are regarded by market investors as being part of the
preferred securities market. Hybrid-preferred securities possess varying combinations of features of both debt and preferred shares and as such they may constitute senior debt, junior debt or preferred shares in an issuers capital structure.
As such, hybrid-preferred securities may not be subordinate to a companys debt securities (as are traditional preferred shares). Given the various debt and equity characteristics of hybrid-preferred securities, whether a hybrid-preferred
security is classified as debt or equity for purposes of reporting the Funds portfolio holdings may be based on the portfolio managers determination as to whether its debt or preferred features are preponderant, or based on the
assessment of an independent data provider. Such determinations may be subjective.
Hybrid-preferred securities include trust preferred securities. Trust preferred
securities are typically issued by corporations, generally in the form of interest-bearing notes with preferred securities characteristics, or by an affiliated business trust of a corporation, generally in the form of beneficial interests in
subordinated debentures or similarly structured securities. The trust preferred securities market consists of both fixed and adjustable coupon rate securities that are either perpetual in nature or have stated maturity dates. Trust preferred
securities may defer payment of income without triggering an event of default. These securities may have many characteristics of equity due to their subordinated position in an issuers capital structure. Trust preferred securities may be
issued by trusts or other special purpose entities.
Preferred securities may also include certain forms of debt that have many characteristics of preferred shares,
and that are regarded by the investment marketplace to be part of the broader preferred securities market. Among these preferred securities are certain exchange-listed debt issues that historically have several attributes, including
trading and investment performance characteristics, in common with exchange-listed traditional preferred stock and hybrid-preferred securities. Generally, these types of preferred securities are senior debt or junior debt in the capital
structure of an issuer.
Preferred securities generally pay fixed or adjustable rate dividends or interest to investors and have preference over common stock in the
payment of dividends or interest and generally the liquidation of a companys assets, which means that a company typically must pay dividends or interest on its preferred securities before paying any dividends on its common stock. As a general
matter, dividend or interest payments on preferred securities may be cumulative or non-cumulative. The dividend or interest rates on preferred securities may be fixed or floating, or convert from fixed to
floating at a specified future time; the Fund may invest without limit in such floating-rate and fixed-to-floating rate preferred securities. Floating-rate and
fixed-to-floating rate preferred securities may be traditional preferred or hybrid-preferred securities. Floating-rate preferred securities pay a rate of income that
resets periodically based on short- and/or longer-term interest rate benchmarks. If the associated interest rate benchmark rises, the income received from the security may increase and therefore the return offered by the floating-rate security may
rise as well, making such securities less price sensitive to rising interest rates (or yields). Similarly, a fixed-to-floating rate security may be
less price sensitive to rising interest rates (or yields), because the period over which the rate of payment is fixed is shorter than the maturity term of the bond, after which period a floating rate of payment applies. On the other hand, preferred
securities are junior to most other forms of the companys debt, including both senior and subordinated debt. Because of their subordinated position in the capital structure of an issuer, the ability to defer dividend or interest payments for
extended periods of time without triggering an event of default for the issuer, and certain other features, preferred securities may have, at times, risks similar to equity instruments. The Funds portfolio of preferred securities may consist
of fixed rate preferred and adjustable rate preferred securities.
The preferred securities market continues to evolve. New securities may be developed that may be
regarded by market investors as being part of the preferred securities market. Where such securities will fall in the capital structure of the issuer will depend on the structure and characteristics of the new security. For purposes of the
Funds policy of investing at least 80% of its Assets in preferred securities and other income producing securities, the Fund considers all of the foregoing types of securities that are commonly viewed in the marketplace as preferred securities
to be preferred securities, regardless of their classification in the capital structure of the issuer.
Preferred securities are typically issued by corporations,
generally in the form of interest or dividend bearing instruments, or by an affiliated business trust of a corporation, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. Preferred securities
may either trade over-the-counter, or trade on an exchange. The preferred securities market is generally divided into the $25 par retail and the
$1,000 par institutional segments. The $25 par segment is typified by securities that are listed on the New York Stock Exchange (NYSE), which trade and are quoted with accrued dividend or interest income, and which are often
callable. The institutional segment is typified by $1,000 par value securities that are not exchange-listed. The Fund may invest in preferred securities of either segment.
The Fund may invest in contingent capital securities. Contingent capital securities (sometimes referred to as CoCos) are securities issued primarily by non-U.S. financial institutions. Specific CoCo structures vary by country of domicile and by each issue. All CoCos have mechanisms that absorb losses or reduces the value of the CoCo due to deterioration of the
issuers financial condition and status as a going concern. Loss absorption mechanisms, which may include conversion into common equity and principal write-down, are intended for the benefit of the issuer and when triggered will likely
negatively impact the value of the CoCo to the detriment of the CoCo investor. Loss absorption mechanisms can be triggered by capital levels or market value metrics of the issuers dropping below a certain predetermined level or at the discretion of
the issuer regulator/supervisory entity. Unlike traditional convertible securities, the conversion is not voluntary and the equity conversion or principal write-down features are tailored to the issuer and its
98
regulatory requirements. Due to increased regulatory
requirements for higher capital levels for financial institutions, the issuance of CoCo instruments has increased in the last several years and is expected to continue.
The Fund may invest in common stock. Common stock generally represents an equity ownership interest in an issuer. Although common stocks have historically generated
higher average total returns than fixed-income securities over the long term, common stocks also have experienced significantly more volatility in those returns and may underperform relative to fixed-income securities during certain periods. An
adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by the Fund. Also, prices of common stocks are sensitive to general movements in the stock market and a drop in the stock market may
depress the price of common stocks to which the Fund has exposure. Common stock prices fluctuate for several reasons including changes in investors perceptions of the financial condition of an issuer or the general condition of the relevant
stock market, or the occurrence of political or economic events which affect the issuer. In addition, common stock prices may be particularly sensitive to rising interest rates, which increases borrowing costs and the costs of capital.
Additional types of equity securities (other than preferred securities) in which the Fund may invest include convertible securities, real estate investment trusts
(REITs), warrants, rights, depositary receipts (which reference ownership of underlying non-U.S. securities) and other types of securities with equity characteristics. The
Funds equity investments also may include securities of other investment companies (including open-end funds, closed-end funds and exchange-traded funds
(ETFs)).
The Fund will invest in securities of companies primarily engaged in the financial services industry. A financial services company is one that
is primarily involved in banking, mortgage finance, consumer finance, specialized finance, investment banking and brokerage, asset management and custody, corporate lending, insurance, financial instruments or real estate, including business
development companies (BDCs) and REITs.
The Fund may invest in debt securities. The debt securities in which the Fund may invest include corporate debt
securities and U.S. government and agency debt securities. Generally, debt securities typically, but not always, possess the following characteristics: a specified maturity or term, at which time the issuer is contractually obligated to pay the
associated principal amount of debt to the debtholders; interest payments that are a contractual and enforceable obligation as of the stated payment date, and not contingent either
on payment-by-payment declaration by the issuers board or on the demonstrated existence of company earnings as a source for the payment; and do not
entitle the holder to exercise governance of or control over the issuer.
In the capital structure of an issuer, debt securities can be senior debt or junior debt. A
senior debt security has priority over any other type of security in a companys capital structure as to the payment of any promised income (typically denoted as interest) from the issuer, and as to payout of the proceeds of the bankruptcy or
other liquidation of the company. At times, the issuer will have pledged specific assets or revenues to secure the rights of the holder of the debt security to payments of interest and principal such that the proceeds of the specific assets or
revenues must be used to satisfy these debt obligations prior to being applied to any of the issuers other obligations in a bankruptcy or other liquidation. In the event that the assets securing the debt security are not sufficient to fully
satisfy such obligations in a bankruptcy or other liquidation, the remainder of such obligations will generally have the same priority as an issuers trade creditors and other general obligations, but still have priority of payment relative to
the issuers preferred shares and common shares. Sometimes referred to as subordinated or mezzanine debt, junior debt stands behind the senior debt as to its rights to receive promised income payments (again, typically denoted as interest) from
the issuer, and payouts of the proceeds of bankruptcy or other liquidation, but will have priority of payment relative to the issuers preferred shares and common shares.
The Fund may invest in convertible securities. Convertible securities are hybrid securities that combine the investment characteristics of bonds and common stocks.
Convertible securities typically consist of debt securities or preferred securities that may be converted within a specified period of time (typically for the entire life of the security) into a certain amount of common stock or other equity
security of the same or a different issuer at a predetermined price. They also include debt securities with warrants or common stock attached and derivatives combining features of debt securities and equity securities. Convertible securities entitle
the holder to receive interest paid or accrued on debt securities, or dividends paid or accrued on preferred securities, until the securities mature or are redeemed, converted or exchanged.
Before conversion, convertible securities have characteristics similar to nonconvertible income securities in that they ordinarily provide a stable stream of income with
generally higher yields than those of common stocks of the same or similar issuers, but lower yields than comparable nonconvertible securities. The value of a convertible security is influenced by changes in interest rates, with investment value
generally declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible securitys investment value. Convertible securities are
subordinate in rank to any senior debt obligations of the same issuer and, therefore, an issuers convertible securities entail more risk than its debt obligations.
The Fund may invest in REITs. REITs are typically publicly traded corporations or trusts that invest in residential or commercial real estate. REITs generally can be
divided into the following three types: (i) equity REITs which invest the majority of their assets directly in real property and derive their income primarily from rents and capital gains or real estate appreciation; (ii) mortgage REITs
which invest the majority of their assets in real estate mortgage loans and derive their income primarily from interest payments; and (iii) hybrid REITs which combine the characteristics of equity REITs and mortgage REITs. The Fund can invest
in common stock, preferred securities, debt securities and convertible securities issued by REITs.
99
Shareholder Update (continued)
(Unaudited)
The Fund may invest in securities of foreign issuers through the direct investment in securities of such companies and through depositary receipts. For purposes of
identifying foreign issuers, the Fund will use Bloomberg classifications, which employ the following factors listed in order of importance: (i) the country in which the companys management is located, (ii) the country in which the
companys securities are primarily listed, (iii) the country from which the company primarily receives revenue and (iv) the companys reporting currency. The Fund may purchase depositary receipts such as American Depositary
Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs). ADRs, EDRs and GDRs are certificates evidencing ownership of shares of foreign issuers and are alternatives to purchasing
directly the underlying foreign securities in their national markets and currencies.
The Fund may invest in securities of emerging markets issuers. Emerging markets
issuers are those (i) whose securities are traded principally on a stock exchange or over-the-counter in an emerging market country, (ii) organized
under the laws of an emerging market country or (iii) whose principal place of business or principal office(s) is in an emerging market country. Emerging market countries include any country other than Canada, the United States and the
countries comprising the MSCI EAFE® Index (currently, Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New
Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom).
The Fund may invest in zero coupon bonds. A zero coupon bond is a bond that
typically does not pay interest for the entire life of the obligation or for an initial period after the issuance of the obligation.
The Fund may buy and sell
securities on a when-issued or delayed delivery basis, making payment or taking delivery at a later date, normally within 15 to 45 days of the trade date.
The Fund
may invest in illiquid securities (i.e., securities that are not readily marketable), including, but not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws), securities that
may be resold only pursuant to Rule 144A under the Securities Act of 1933, as amended (the 1933 Act), and repurchase agreements with maturities in excess of seven days.
The Fund may use derivative instruments to seek to hedge some of the risk of the Funds investments or its leverage, to enhance return, to serve as a substitute for
a position in an underlying asset, to reduce transaction costs, to manage the Funds effective interest rate exposure, to maintain full market exposure, to manage cash flows or to preserve capital. Such instruments may include financial futures
contracts, swap contracts (including interest rate and credit default swaps), options on equity securities, options on financial futures or other derivative instruments.
The Fund may also invest in securities of other open- or closed-end investment companies (including ETFs) that invest
primarily in the types in which the Fund may invest directly, to the extent permitted by the Investment Company Act of 1940, as amended (the 1940 Act), the rules and regulations issued thereunder and applicable exemptive orders issued by
the Securities and Exchange Commission (SEC).
Use of Leverage
The Fund uses leverage to pursue its investment objectives. The Fund may use leverage to the extent permitted by the 1940 Act, including the following forms of leverage:
(a) borrowings, including loans from certain financial institutions, and/or the issuance of debt securities; (b) the issuance of preferred shares of beneficial interest (Preferred Shares); and (c) engaging in reverse
repurchase agreements and economically similar transactions. The Fund also may borrow money for repurchase of its shares or as a temporary measure for extraordinary or emergency purposes, including the payment of dividends and the settlement of
securities transactions which otherwise might require untimely dispositions of Fund securities.
Temporary Defensive Periods
During temporary defensive periods, the Fund may invest up to 100% of its assets in high quality, short-term securities, and in short-, intermediate-, or long-term U.S.
Treasury securities. There can be no assurance that such techniques will be successful. Accordingly, during such periods, the Fund may not achieve its investment objectives.
100
NUVEEN PREFERRED AND INCOME TERM
FUND (JPI)
Investment Objectives
The Funds investment objective
is to provide a high level of current income and total return.
Investment Policies
The Fund will invest at least 80% of its Assets (as defined below) in preferred securities and other income producing securities issued by U.S. and non-U.S. companies, including debt securities, hybrid securities and convertible securities.
On or before August 31, 2024
(the Termination Date), the Fund intends to cease its investment operations, liquidate its portfolio, retire or redeem leverage facilities and distribute substantially all of its net assets to shareholders of record as of the date of
termination. The Funds Termination Date may be extended for one period of up to 12 months by a vote of the Board of Trustees, if the Funds Board of Trustees determines it is in the best interest of the shareholders to do so. The
Funds term may not be extended further than one period without a shareholder vote. The amount distributed to common shareholders at the termination of the Fund will be based on the Funds net asset value (NAV) at that time.
Depending upon a variety of factors, including the performance of the Funds portfolio over the life of the Fund, the amount distributed to common shareholders at the termination of the Fund may be less, and potentially significantly less, than
their original investment. As the Fund approaches the Termination Date, its monthly distributions are likely to decline.
Assets mean the net assets of
the Fund plus the amount of any borrowings for investment purposes. Managed Assets mean the total assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the express purpose of creating
leverage). Total assets for this purpose shall include assets attributable to the Funds use of leverage (whether or not those assets are reflected in the Funds financial statements for purposes of generally accepted accounting
principles), and derivatives will be valued at their market value.
Under normal circumstances:
|
|
|
The Fund may invest up to 20% of its Managed Assets in securities issued by federal, state and local governments and U.S.
government agencies. |
|
|
|
The Fund invests at least 50% of its Managed Assets in securities rated investment
grade (BBB-/Baa3 or higher) at the time of purchase. A security is considered to have the highest rating assigned to it by a rating agency or, in the case of an unrated security, to have the
same rating as rated securities judged by the Funds sub-adviser to be of comparable quality. |
|
|
|
The Fund may invest up to 10% of its Managed Assets in securities rated
below B-/B3 at the time of purchase. |
|
|
|
The Fund may invest up to 10% of its Managed Assets in securities of issuers in emerging market countries.
|
|
|
|
The Fund will invest 100% of its Managed Assets in U.S. dollar denominated securities. |
|
|
|
The Fund may invest up to 10% of its total assets in securities of other open- or
closed-end investment companies (including ETFs) that invest primarily in securities of the types in which the Fund may invest directly. |
The foregoing policies apply only at the time of any new investment.
Approving
Changes in Investment Policies
The Board of Trustees of the Fund may change the policies described above without a shareholder vote. However, with respect to the
Funds policy of investing at least 80% of its Assets in preferred securities and other income producing securities, such policy may not be changed without 60 days prior written notice.
Portfolio Contents
The Fund invests in preferred securities. The Fund may
invest in all types of preferred securities, including both traditional preferred securities and non-traditional preferred securities. Traditional preferred securities are generally equity securities of the
issuer that have priority over the issuers common shares as to the payment of dividends (i.e., the issuer cannot pay dividends on its common shares until the dividends on the preferred shares are current) and as to the payout of
proceeds of bankruptcy or other liquidation, but are subordinate to an issuers senior debt and junior debt as to both types of payments. Additionally, in a bankruptcy or other liquidation, traditional preferred shares are generally subordinate
to an issuers trade creditors and other general obligations.
Traditional preferred securities pay a dividend, typically contingent both upon declaration by the
issuers board and at times approval by regulators, and on the existence of current earnings (or retained earnings) in sufficient amount to source the payment. Dividend payments can be either cumulative or
non-cumulative and can be passed or deferred without limitation at the option of the issuer. Traditional preferred securities typically have no ordinary right to vote for the board of directors, except in some
cases voting rights may arise if the issuer fails to pay the preferred share dividends. Traditional preferred securities may be perpetual, or have a term and typically have a fixed liquidation (or par) value.
101
Shareholder Update (continued)
(Unaudited)
While some preferred securities are issued with a final maturity date, others are perpetual in nature. In certain instances, a final maturity date may be extended and/or
the final payment of principal may be deferred at the issuers option for a specified time without triggering an event of default for the issuer. No redemption can typically take place unless all cumulative payment obligations to preferred
security investors have been met, although issuers may be able to engage in open-market repurchases without regard to any cumulative dividends or interest payable. A portion of the portfolio may include investments in
non-cumulative preferred securities, whereby the issuer does not have an obligation to make up any arrearages to holders of such securities. Should an issuer default on its obligations under such a security,
the amount of income earned by the Fund may be adversely affected. Non-traditional preferred securities include hybrid preferred securities, contingent convertible capital securities and other types of preferred securities that do not have the
traditional features described above. Hybrid-preferred securities often behave similarly as investments in traditional preferred securities and are regarded by market investors as being part of the preferred securities market. Hybrid-preferred
securities possess varying combinations of features of both debt and preferred shares and as such they may constitute senior debt, junior debt or preferred shares in an issuers capital structure. As such, hybrid-preferred securities may not be
subordinate to a companys debt securities (as are traditional preferred shares). Given the various debt and equity characteristics of hybrid-preferred securities, whether a hybrid-preferred security is classified as debt or equity for purposes
of reporting the Funds portfolio holdings may be based on the portfolio managers determination as to whether its debt or preferred features are preponderant, or based on the assessment of an independent data provider. Such determinations
may be subjective.
Hybrid-preferred securities include trust preferred securities. Trust preferred securities are typically issued by corporations, generally in the
form of interest-bearing notes with preferred securities characteristics, or by an affiliated business trust of a corporation, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. The trust
preferred securities market consists of both fixed and adjustable coupon rate securities that are either perpetual in nature or have stated maturity dates. Trust preferred securities may defer payment of income without triggering an event of
default. These securities may have many characteristics of equity due to their subordinated position in an issuers capital structure. Trust preferred securities may be issued by trusts or other special purpose entities.
Preferred securities may also include certain forms of debt that have many characteristics of preferred shares, and that are regarded by the investment marketplace to be
part of the broader preferred securities market. Among these preferred securities are certain exchange-listed debt issues that historically have several attributes, including trading and investment performance characteristics, in common
with exchange-listed traditional preferred stock and hybrid-preferred securities. Generally, these types of preferred securities are senior debt or junior debt in the capital structure of an issuer.
Preferred securities generally pay fixed or adjustable rate dividends or interest to investors and have preference over common stock in the payment of dividends or
interest and generally the liquidation of a companys assets, which means that a company typically must pay dividends or interest on its preferred securities before paying any dividends on its common stock. As a general matter, dividend or
interest payments on preferred securities may be cumulative or non-cumulative. The dividend or interest rates on preferred securities may be fixed or floating, or convert from fixed to floating at a specified
future time; the Fund may invest without limit in such floating-rate and fixed-to-floating rate preferred securities. Floating-rate and fixed-to-floating rate preferred securities may be traditional preferred or hybrid-preferred securities. Floating-rate preferred securities pay a rate of income that resets periodically based on short- and/or
longer-term interest rate benchmarks. If the associated interest rate benchmark rises, the income received from the security may increase and therefore the return offered by the floating-rate security may rise as well, making such securities less
price sensitive to rising interest rates (or yields). Similarly, a fixed-to-floating rate security may be less price sensitive to rising interest rates (or
yields), because the period over which the rate of payment is fixed is shorter than the maturity term of the bond, after which period a floating rate of payment applies. On the other hand, preferred securities are junior to most other forms of the
companys debt, including both senior and subordinated debt. Because of their subordinated position in the capital structure of an issuer, the ability to defer dividend or interest payments for extended periods of time without triggering an
event of default for the issuer, and certain other features, preferred securities may have, at times, risks similar to equity instruments. The Funds portfolio of preferred securities may consist of fixed rate preferred and adjustable rate
preferred securities.
The preferred securities market continues to evolve. New securities may be developed that may be regarded by market investors as being part of
the preferred securities market. Where such securities will fall in the capital structure of the issuer will depend on the structure and characteristics of the new security. For purposes of the Funds policy of investing at least 80% of its
Assets in preferred securities and other income producing securities, the Fund considers all of the foregoing types of securities that are commonly viewed in the marketplace as preferred securities to be preferred securities, regardless of their
classification in the capital structure of the issuer.
Preferred securities are typically issued by corporations, generally in the form of interest or dividend
bearing instruments, or by an affiliated business trust of a corporation, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. Preferred securities may either trade over-the-counter, or trade on an exchange. The preferred securities market is generally divided into the $25 par retail and the $1,000 par
institutional segments. The $25 par segment is typified by securities that are listed on the NYSE, which trade and are quoted with accrued dividend or interest income, and which are often callable. The institutional segment is typified
by $1,000 par value securities that are not exchange-listed. The Fund may invest in preferred securities of either segment.
102
The Fund may invest in contingent capital securities.
Contingent capital securities (sometimes referred to as CoCos) are securities issued primarily by non-U.S. financial institutions. Specific CoCo structures vary by country of domicile and by each
issue. All CoCos have mechanisms that absorb losses or reduces the value of the CoCo due to deterioration of the issuers financial condition and status as a going concern. Loss absorption mechanisms, which may include conversion into common
equity and principal write-down, are intended for the benefit of the issuer and when triggered will likely negatively impact the value of the CoCo to the detriment of the CoCo investor. Loss absorption mechanisms can be triggered by capital levels
or market value metrics of the issuers dropping below a certain predetermined level or at the discretion of the issuer regulator/supervisory entity. Unlike traditional convertible securities, the conversion is not voluntary and the equity conversion
or principal write-down features are tailored to the issuer and its regulatory requirements. Due to increased regulatory requirements for higher capital levels for financial institutions, the issuance of CoCo instruments has increased in the last
several years and is expected to continue.
The Fund may invest in taxable municipal bonds. States, local governments and municipalities issue municipal bonds to
raise money for certain purposes. Municipal bonds issued to finance activities with a broad public purpose are generally exempt from federal income tax. Taxable municipal bonds, however, are issued to finance activities with less significant
benefits to the public, such as the construction of sports facilities, and as such the interest paid to holders of such bonds is taxable as ordinary income. Many taxable municipal bonds offer yields comparable to those of other taxable bonds, such
as corporate and agency bonds. Taxable municipal bonds may be rated investment-grade or below investment-grade and pay interest based on fixed or floating rate coupons. Maturities may range from long-term to short-term.
The Fund may invest in high yield bonds. Bonds that are rated lower than investment grade are commonly referred to as high yield bonds or junk bonds. These bonds
generally provide high income in an effort to compensate investors for their higher risk of default, which is the failure to make required interest or principal payments. High yield bond issuers include small or relatively new companies lacking the
history or capital to merit investment-grade status, former blue chip companies downgraded because of financial problems, companies electing to borrow heavily to finance or avoid a takeover or buyout, and firms with heavy debt loads.
The Fund may invest in U.S. Government securities. U.S. Government securities include (1) U.S. Treasury obligations, which differ in their interest rates, maturities
and times of issuance: U.S. Treasury bills (maturities of one year or less), U.S. Treasury notes (maturities of one year to ten years) and U.S. Treasury bonds (generally maturities of greater than ten years) and (2) obligations issued or
guaranteed by U.S. Government agencies and instrumentalities that are supported by any of the following: (i) the full faith and credit of the U.S. Treasury, (ii) the right of the issuer to borrow an amount limited to a specific line of
credit from the U.S. Treasury, (iii) discretionary authority of the U.S. Government to purchase certain obligations of the U.S. Government agency or instrumentality or (iv) the credit of the agency or instrumentality.
The Fund will invest in securities of companies primarily engaged in the financial services industry. A financial services company is one that is primarily involved in
banking, mortgage finance, consumer finance, specialized finance, investment banking and brokerage, asset management and custody, corporate lending, insurance, financial instruments or real estate, including business development companies BDCs and
REITs.
The Fund may invest in other equity securities, including common stock, convertible securities, hybrid securities (which have characteristics of both equity
and fixed-income instruments), warrants, rights and depositary receipts (which reference ownership of underlying non-U.S. securities).
The Fund may invest in corporate debt securities. Corporate debt securities are fully taxable debt obligations issued by corporations. These securities fund capital
improvements, expansions, debt refinancing or acquisitions that require more capital than would ordinarily be available from a single lender. Investors in corporate debt securities lend money to the issuing corporation in exchange for interest
payments and repayment of the principal at a set maturity date. Rates on corporate debt securities are set according to prevailing interest rates at the time of the issue, the credit rating of the issuer, the length of the maturity and other terms
of the security, such as a call feature. Corporate debt securities are subject to the risk of an issuers inability to meet principal and interest payments on the obligations and may also be subject to price volatility due to such factors as
market interest rates, market perception of the creditworthiness of the issuer and general market liquidity. In addition, corporate restructurings, such as mergers, leveraged buyouts, takeovers or similar corporate transactions are often financed by
an increase in a corporate issuers indebtedness. As a result of the added debt burden, the credit quality and market value of an issuers existing debt securities may decline significantly.
The Fund may invest in convertible securities. Convertible securities are hybrid securities that combine the investment characteristics of bonds and common stocks.
Convertible securities typically consist of debt securities or preferred securities that may be converted within a specified period of time (typically for the entire life of the security) into a certain amount of common stock or other equity
security of the same or a different issuer at a predetermined price. They also include debt securities with warrants or common stock attached and derivatives combining features of debt securities and equity securities. Convertible securities entitle
the holder to receive interest paid or accrued on debt securities, or dividends paid or accrued on preferred securities, until the securities mature or are redeemed, converted or exchanged.
Before conversion, convertible securities have characteristics similar to nonconvertible income securities in that they ordinarily provide a stable stream of income with
generally higher yields than those of common stocks of the same or similar issuers, but lower yields than comparable nonconvertible securities. The value of a convertible security is influenced by changes in interest rates, with investment value
generally declining as interest rates increase
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Shareholder Update (continued)
(Unaudited)
and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible securitys investment value.
Convertible securities are subordinate in rank to any senior debt obligations of the same issuer and, therefore, an issuers convertible securities entail more risk than its debt obligations.
The Fund may invest in REITs. REITs are typically publicly traded corporations or trusts that invest in residential or commercial real estate. REITs generally can be
divided into the following three types: (i) equity REITs which invest the majority of their assets directly in real property and derive their income primarily from rents and capital gains or real estate appreciation; (ii) mortgage REITs
which invest the majority of their assets in real estate mortgage loans and derive their income primarily from interest payments; and (iii) hybrid REITs which combine the characteristics of equity REITs and mortgage REITs. The Fund can invest
in common stock, preferred securities, debt securities and convertible securities issued by REITs.
The Fund may invest in securities of foreign issuers through the
direct investment in securities of such companies and through depositary receipts. For purposes of identifying foreign issuers, the Fund will use Bloomberg classifications, which employ the following factors listed in order of importance:
(i) the country in which the companys management is located, (ii) the country in which the companys securities are primarily listed, (iii) the country from which the company primarily receives revenue and (iv) the
companys reporting currency. The Fund may purchase depositary receipts such as ADRs, EDRs and GDRs. ADRs, EDRs and GDRs are certificates evidencing ownership of shares of foreign issuers and are alternatives to purchasing directly the
underlying foreign securities in their national markets and currencies.
The Fund may invest in securities of emerging markets issuers. Emerging markets issuers are
those (i) whose securities are traded principally on a stock exchange or over-the-counter in an emerging market country, (ii) organized under the
laws of an emerging market country or (iii) whose principal place of business or principal office(s) is in an emerging market country. Emerging market countries include any country other than Canada, the United States and the countries
comprising the MSCI EAFE® Index (currently, Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway,
Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom).
The Fund may invest in zero coupon bonds. A zero coupon bond is a bond that typically does
not pay interest for the entire life of the obligation or for an initial period after the issuance of the obligation.
The Fund may buy and sell securities on a
when-issued or delayed delivery basis, making payment or taking delivery at a later date, normally within 15 to 45 days of the trade date.
The Fund may invest in
illiquid securities (i.e., securities that are not readily marketable), including, but not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws), securities that may be resold
only pursuant to Rule 144A under the 1933 Act, and repurchase agreements with maturities in excess of seven days.
The Fund also may invest in certain derivative
instruments in pursuit of its investment objective. Such instruments may include financial futures contracts, swap contracts (including interest rate and credit default swaps), options on financial futures, options on swap contracts, or other
derivative instruments. The Fund may use derivative instruments to, among other things, seek to enhance return, to hedge some of the risk of the Funds investments or as a substitute for a position in the underlying asset.
The Fund may also invest in securities of other open- or closed-end investment companies (including ETFs) that invest
primarily in the types in which the Fund may invest directly, to the extent permitted by the 1940 Act, the rules and regulations issued thereunder and applicable exemptive orders issued by the SEC.
Use of Leverage
The Fund uses leverage to pursue its investment objective. The
Funds use of leverage will not exceed 38% of Managed Assets. The Fund may source leverage through a number of methods including through borrowings, issuing Preferred Shares and the issuance of debt securities. In addition, the Fund may use
derivatives that may have the economic effect of leverage. The amount and sources of leverage will vary depending on market conditions.
Temporary Defensive
Periods
During temporary defensive periods, the Fund may invest up to 100% of its assets in high quality, short-term securities, and in short-, intermediate-, or
long-term U.S. Treasury securities. There can be no assurance that such techniques will be successful. Accordingly, during such periods, the Fund may not achieve its investment objective.
104
NUVEEN PREFERRED & INCOME
SECURITIES FUND (JPS)
Investment Objectives
The Funds primary
investment objective is high current income consistent with capital preservation. The Funds secondary investment objective is to enhance portfolio value relative to the market for preferred securities by investing in (i) securities that
the Funds sub-adviser believes are underrated or undervalued or (ii) sectors that the Funds Sub-Adviser believes are undervalued.
Investment Policies
The Fund will invest at least 80% of its Assets (as
defined below) in preferred securities and other income producing securities, including hybrid securities such as contingent capital securities.
Assets
mean the net assets of the Fund plus the amount of any borrowings for investment purposes. Managed Assets mean the total assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the express
purpose of creating leverage). Total assets for this purpose shall include assets attributable to the Funds use of leverage (whether or not those assets are reflected in the Funds financial statements for purposes of generally accepted
accounting principles), and derivatives will be valued at their market value.
Under normal circumstances:
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The Fund will invest at least 50% of its Managed Assets in securities rated investment grade (BBB/Baa and above) at the time
of investment. Investment grade quality securities are those securities that, at the time of investment, are rated by at least one NRSRO within the four highest grades (Baa or BBB or better by Moodys, S&P, or Fitch), or are unrated but
judged to be of comparable quality by the Funds investment adviser or sub-adviser. The Fund may invest in securities of below investment grade quality, commonly referred to as high yield or
junk bonds, which are regarded as having predominantly speculative characteristics with respect to the issuers capacity to pay interest and repay principal when due, and they are more susceptible to default or decline in market
value due to adverse economic and business developments than investment grade securities. |
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The Fund will invest more than 25% of its Managed Assets in the securities of companies principally engaged in financial
services. |
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The Fund may invest without limit in U.S. dollar denominated securities of foreign issuers. |
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The Fund, in implementing its hedging strategies, may enter into futures transactions with a notional principal amount that
will not exceed 35% of its Managed Assets, and may invest in options on futures the purchase of which will not exceed 0.5% of its Managed Assets in any calendar quarter. |
The foregoing policies apply only at the time of any new investment.
Approving
Changes in Investment Policies
The Board of Trustees of the Fund may change the policies described above without a shareholder vote. However, with respect to the
Funds policy of investing at least 80% of its Assets in preferred securities and other income producing securities, such policy may not be changed without 60 days prior written notice.
Portfolio Contents
The Fund invests in preferred securities. The Fund may
invest in all types of preferred securities, including both traditional preferred securities and non-traditional preferred securities. Traditional preferred securities are generally equity securities of
the issuer that have priority over the issuers common shares as to the payment of dividends (i.e., the issuer cannot pay dividends on its common shares until the dividends on the preferred shares are current) and as to the payout of
proceeds of bankruptcy or other liquidation, but are subordinate to an issuers senior debt and junior debt as to both types of payments. Additionally, in a bankruptcy or other liquidation, traditional preferred shares are generally subordinate
to an issuers trade creditors and other general obligations.
Traditional preferred securities pay a dividend, typically contingent both upon declaration by the
issuers board and at times approval by regulators, and on the existence of current earnings (or retained earnings) in sufficient amount to source the payment. Dividend payments can be either cumulative or
non-cumulative and can be passed or deferred without limitation at the option of the issuer. Traditional preferred securities typically have no ordinary right to vote for the board of directors, except in some
cases voting rights may arise if the issuer fails to pay the preferred share dividends. Traditional preferred securities may be perpetual, or have a term and typically have a fixed liquidation (or par) value.
While some preferred securities are issued with a final maturity date, others are perpetual in nature. In certain instances, a final maturity date may be extended and/or
the final payment of principal may be deferred at the issuers option for a specified time without triggering an event of default for the issuer. No redemption can typically take place unless all cumulative payment obligations to preferred
security investors have been met, although issuers may be able to engage in open-market repurchases without regard to any cumulative dividends or interest payable. A portion of the portfolio may include
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Shareholder Update (continued)
(Unaudited)
investments in non-cumulative preferred securities, whereby the issuer does not have an obligation to make up any
arrearages to holders of such securities. Should an issuer default on its obligations under such a security, the amount of income earned by the Fund may be adversely affected. Non-traditional preferred
securities include hybrid preferred securities, contingent convertible capital securities and other types of preferred securities that do not have the traditional features described above. Hybrid-preferred securities often behave similarly as
investments in traditional preferred securities and are regarded by market investors as being part of the preferred securities market. Hybrid-preferred securities possess varying combinations of features of both debt and preferred shares and as such
they may constitute senior debt, junior debt or preferred Shares in an issuers capital structure. As such, hybrid-preferred securities may not be subordinate to a companys debt securities (as are traditional preferred shares). Given the
various debt and equity characteristics of hybrid-preferred securities, whether a hybrid-preferred security is classified as debt or equity for purposes of reporting the Funds portfolio holdings may be based on the portfolio managers
determination as to whether its debt or preferred features are preponderant, or based on the assessment of an independent data provider. Such determinations may be subjective.
Hybrid-preferred securities include trust preferred securities. Trust preferred securities are typically issued by corporations, generally in the form of interest-bearing
notes with preferred securities characteristics, or by an affiliated business trust of a corporation, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. The trust preferred securities market
consists of both fixed and adjustable coupon rate securities that are either perpetual in nature or have stated maturity dates. Trust preferred securities may defer payment of income without triggering an event of default. These securities may have
many characteristics of equity due to their subordinated position in an issuers capital structure. Trust preferred securities may be issued by trusts or other special purpose entities.
Preferred securities may also include certain forms of debt that have many characteristics of preferred shares, and that are regarded by the investment marketplace to be
part of the broader preferred securities market. Among these preferred securities are certain exchange-listed debt issues that historically have several attributes, including trading and investment performance characteristics, in common
with exchange-listed traditional preferred stock and hybrid-preferred securities. Generally, these types of preferred securities are senior debt or junior debt in the capital structure of an issuer.
Preferred securities generally pay fixed or adjustable rate dividends or interest to investors and have preference over common stock in the payment of dividends or
interest and generally the liquidation of a companys assets, which means that a company typically must pay dividends or interest on its preferred securities before paying any dividends on its common stock. As a general matter, dividend or
interest payments on preferred securities may be cumulative or non-cumulative. The dividend or interest rates on preferred securities may be fixed or floating, or convert from fixed to floating at a
specified future time; the Fund may invest without limit in such floating-rate and fixed-to-floating rate preferred securities. Floating-rate and fixed-to-floating rate preferred securities may be traditional preferred or hybrid-preferred securities. Floating-rate preferred securities pay a rate of income that
resets periodically based on short- and/or longer-term interest rate benchmarks. If the associated interest rate benchmark rises, the income received from the security may increase and therefore the return offered by the floating-rate security may
rise as well, making such securities less price sensitive to rising interest rates (or yields). Similarly, a fixed-to-floating rate security may be
less price sensitive to rising interest rates (or yields), because the period over which the rate of payment is fixed is shorter than the maturity term of the bond, after which period a floating rate of payment applies. On the other hand, preferred
securities are junior to most other forms of the companys debt, including both senior and subordinated debt. Because of their subordinated position in the capital structure of an issuer, the ability to defer dividend or interest payments for
extended periods of time without triggering an event of default for the issuer, and certain other features, preferred securities may have, at times, risks similar to equity instruments. The Funds portfolio of preferred securities may consist
of fixed rate preferred and adjustable rate preferred securities.
The preferred securities market continues to evolve. New securities may be developed that may be
regarded by market investors as being part of the preferred securities market. Where such securities will fall in the capital structure of the issuer will depend on the structure and characteristics of the new security. For purposes of the
Funds policy of investing at least 80% of its Assets in preferred securities and other income producing securities, the Fund considers all of the foregoing types of securities that are commonly viewed in the marketplace as preferred securities
to be preferred securities, regardless of their classification in the capital structure of the issuer.
Preferred securities are typically issued by corporations,
generally in the form of interest or dividend bearing instruments, or by an affiliated business trust of a corporation, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. Preferred securities
may either trade over-the-counter, or trade on an exchange. The preferred securities market is generally divided into the $25 par retail and the
$1,000 par institutional segments. The $25 par segment is typified by securities that are listed on the NYSE, which trade and are quoted with accrued dividend or interest income, and which are often callable. The institutional segment is
typified by $1,000 par value securities that are not exchange-listed. The Fund may invest in preferred securities of either segment.
The Fund may invest in
contingent capital securities. Contingent capital securities (sometimes referred to as CoCos) are securities issued primarily by non-U.S. financial institutions. Specific CoCo structures vary by
country of domicile and by each issue. All CoCos have mechanisms that absorb losses or reduces the value of the CoCo due to deterioration of the issuers financial condition and status as a going concern. Loss absorption mechanisms, which may
include conversion into common equity and principal write-down, are intended for the benefit of the issuer and when triggered will likely negatively impact the value of the CoCo to the detriment of the CoCo investor. Loss absorption mechanisms can
be triggered by capital levels or market value
106
metrics of the issuers dropping below a certain
predetermined level or at the discretion of the issuer regulator/supervisory entity. Unlike traditional convertible securities, the conversion is not voluntary and the equity conversion or principal write-down features are tailored to the issuer and
its regulatory requirements. Due to increased regulatory requirements for higher capital levels for financial institutions, the issuance of CoCo instruments has increased in the last several years and is expected to continue.
The Fund may invest in common stock. Common stock generally represents an equity ownership interest in an issuer. Although common stocks have historically generated
higher average total returns than fixed-income securities over the long term, common stocks also have experienced significantly more volatility in those returns and may underperform relative to fixed-income securities during certain periods. An
adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by the Fund. Also, prices of common stocks are sensitive to general movements in the stock market and a drop in the stock market may
depress the price of common stocks to which the Fund has exposure. Common stock prices fluctuate for several reasons including changes in investors perceptions of the financial condition of an issuer or the general condition of the relevant
stock market, or the occurrence of political or economic events which affect the issuer. In addition, common stock prices may be particularly sensitive to rising interest rates, which increases borrowing costs and the costs of capital.
Additional types of equity securities (other than preferred securities) in which the Fund may invest include convertible securities (discussed below), REITs, warrants,
rights, depositary receipts (which reference ownership of underlying non-U.S. securities) and other types of securities with equity characteristics. The Funds equity investments also
may include securities of other investment companies (including open-end funds, closed-end funds and ETFs).
The Fund may invest in debt securities. Debt securities in which the Fund may invest include corporate debt securities and U.S. government and agency debt securities.
Generally, debt securities typically, but not always, possess the following characteristics: a specified maturity or term, at which time the issuer is contractually obligated to pay the associated principal amount of debt to the debtholders;
interest payments that are a contractual and enforceable obligation as of the stated payment date, and not contingent
either on payment-by-payment declaration by the issuers board or on the demonstrated existence of company earnings as a source for the payment;
and do not entitle the holder to exercise governance of or control over the issuer.
In the capital structure of an issuer, debt securities can be senior debt or
junior debt. A senior debt security has priority over any other type of security in a companys capital structure as to the payment of any promised income (typically denoted as interest) from the issuer, and as to payout of the proceeds of the
bankruptcy or other liquidation of the company. At times, the issuer will have pledged specific assets or revenues to secure the rights of the holder of the debt security to payments of interest and principal such that the proceeds of the specific
assets or revenues must be used to satisfy these debt obligations prior to being applied to any of the issuers other obligations in a bankruptcy or other liquidation. In the event that the assets securing the debt security are not sufficient
to fully satisfy such obligations in a bankruptcy or other liquidation, the remainder of such obligations will generally have the same priority as an issuers trade creditors and other general obligations, but still have priority of payment
relative to the issuers preferred shares and common shares. Sometimes referred to as subordinated or mezzanine debt, junior debt stands behind the senior debt as to its rights to receive promised income payments (again, typically denoted as
interest) from the issuer, and payouts of the proceeds of bankruptcy or other liquidation, but will have priority of payment relative to the issuers preferred shares and common shares.
The Fund will invest in securities of companies primarily engaged in the financial services industry. A financial services company is one that is primarily involved in
banking, mortgage finance, consumer finance, specialized finance, investment banking and brokerage, asset management and custody, corporate lending, insurance, financial instruments or real estate, including business development companies BDCs and
REITs.
The Fund may invest in convertible securities. Convertible securities are hybrid securities that combine the investment characteristics of bonds and common
stocks. Convertible securities typically consist of debt securities or preferred securities that may be converted within a specified period of time (typically for the entire life of the security) into a certain amount of common stock or other equity
security of the same or a different issuer at a predetermined price. They also include debt securities with warrants or common stock attached and derivatives combining features of debt securities and equity securities. Convertible securities entitle
the holder to receive interest paid or accrued on debt securities, or dividends paid or accrued on preferred securities, until the securities mature or are redeemed, converted or exchanged.
Before conversion, convertible securities have characteristics similar to nonconvertible income securities in that they ordinarily provide a stable stream of income with
generally higher yields than those of common stocks of the same or similar issuers, but lower yields than comparable nonconvertible securities. The value of a convertible security is influenced by changes in interest rates, with investment value
generally declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible securitys investment value. Convertible securities are
subordinate in rank to any senior debt obligations of the same issuer and, therefore, an issuers convertible securities entail more risk than its debt obligations.
The Fund may invest in REITs. REITs are typically publicly traded corporations or trusts that invest in residential or commercial real estate. REITs generally can be
divided into the following three types: (i) equity REITs which invest the majority of their assets directly in real property and derive their income primarily from rents and capital gains or real estate appreciation; (ii) mortgage REITs
which invest the majority of their assets in real estate mortgage loans
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Shareholder Update (continued)
(Unaudited)
and derive their income primarily from interest payments; and (iii) hybrid REITs which combine the characteristics of equity REITs and mortgage REITs. The Fund can
invest in common stock, preferred securities, debt securities and convertible securities issued by REITs.
The Fund may invest in securities of foreign issuers
through the direct investment in securities of such companies and through depositary receipts. For purposes of identifying foreign issuers, the Fund will use Bloomberg classifications, which employ the following factors listed in order of
importance: (i) the country in which the companys management is located, (ii) the country in which the companys securities are primarily listed, (iii) the country from which the company primarily receives revenue and
(iv) the companys reporting currency. The Fund may purchase depositary receipts such as ADRs, EDRs and GDRs. ADRs, EDRs and GDRs are certificates evidencing ownership of shares of foreign issuers and are alternatives to purchasing
directly the underlying foreign securities in their national markets and currencies.
The Fund may invest in securities of emerging markets issuers. Emerging markets
issuers are those (i) whose securities are traded principally on a stock exchange or over-the-counter in an emerging market country, (ii) organized
under the laws of an emerging market country or (iii) whose principal place of business or principal office(s) is in an emerging market country. Emerging market countries include any country other than Canada, the United States and the
countries comprising the MSCI EAFE® Index (currently, Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New
Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom).
The Fund may invest in zero coupon bonds. A zero coupon bond is a bond that
typically does not pay interest for the entire life of the obligation or for an initial period after the issuance of the obligation.
The Fund may buy and sell
securities on a when-issued or delayed delivery basis, making payment or taking delivery at a later date, normally within 15 to 45 days of the trade date.
The Fund
may invest in illiquid securities (i.e., securities that are not readily marketable), including, but not limited to, restricted securities (securities the disposition of which is restricted under the federal securities laws), securities that
may be resold only pursuant to Rule 144A under the 1933 Act, and repurchase agreements with maturities in excess of seven days.
The Fund may engage in hedging
transactions from time to time. The use of derivatives for purposes of hedging the portfolio will be restricted to reducing the portfolios exposure to interest rates. The Fund also may enter into interest rate swap transactions, including
forward starting swaps, in which the entire swap is scheduled to start at a later date, and deferred swaps in which the parties do not exchange payments until a future date.
The Fund may also invest in securities of other open- or closed-end investment companies (including ETFs) that invest
primarily in the types in which the Fund may invest directly, to the extent permitted by the 1940 Act, the rules and regulations issued thereunder and applicable exemptive orders issued by the SEC.
Use of Leverage
The Fund uses leverage to pursue its investment objectives.
The Fund may use leverage to the extent permitted by the 1940 Act, including the following forms of leverage: (a) borrowings, including loans from certain financial institutions, and/or the issuance of debt securities; (b) the issuance of
Preferred Shares; and (c) engaging in reverse repurchase agreements and economically similar transactions. The Fund also may borrow money for repurchase of its shares or as a temporary measure for extraordinary or emergency purposes, including
the payment of dividends and the settlement of securities transactions which otherwise might require untimely dispositions of Fund securities.
Temporary Defensive
Periods
During temporary defensive periods, the Fund may invest up to 100% of its assets in high quality, short-term securities, and in short-, intermediate-, or
long-term U.S. Treasury securities. There can be no assurance that such techniques will be successful. Accordingly, during such periods, the Fund may not achieve its investment objectives.
108
NUVEEN PREFERRED AND INCOME FUND
(formerly known as NUVEEN PREFERRED AND INCOME 2022 TERM FUND) (JPT)
Investment Objectives
The Funds investment objective is to provide a high level of current income and total return.
Investment Policies
The Fund will invest at least 80% of its Assets (as
defined below) in preferred securities and other income producing securities, including hybrid securities such as contingent capital securities (sometimes referred to as CoCos).
Assets mean the net assets of the Fund plus the amount of any borrowings for investment purposes. Managed Assets mean the total assets of the
Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the express purpose of creating leverage). Total assets for this purpose shall include assets attributable to the Funds use of leverage (whether or not
those assets are reflected in the Funds financial statements for purposes of generally accepted accounting principles), and derivatives will be valued at their market value.
Under normal circumstances:
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The Funds levered effective duration may vary over time based on market conditions, but as a matter of policy the
Funds levered effective duration will not exceed six years. Levered effective duration takes into account the effects of leverage and optional call provisions of the securities in the Funds portfolio. |
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The Fund may invest without limit in below investment grade securities (BB+/Ba1 or lower); however, the Fund may invest no
more than 10% of its Managed Assets in securities rated below B-/B3 at the time of purchase, which may include distressed securities. A security is considered to have the highest rating assigned to it by a
rating agency or, in the case of an unrated security, to have the same rating as rated securities judged by the Funds sub-adviser to be of comparable quality. |
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The Fund will not invest in defaulted securities or in the securities of an issuer that is in bankruptcy or insolvency
proceedings, however the Fund may hold investments that at the time of purchase are not in default or involved in bankruptcy or insolvency proceedings, but may later become so, and the Fund is under no obligation to sell or dispose of such
securities should their solvency change. |
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The Fund may invest up to 40% of its Managed Assets in securities issued by companies located anywhere in the world outside
of the U.S.; however, the Fund may invest no more than 10% of its Managed Assets in securities of issuers in emerging market countries. |
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The Fund will only invest in U.S. dollar denominated securities. |
The foregoing policies apply only at the time of any new investment.
Approving
Changes in Investment Policies
The Board of Trustees of the Fund may change the policies described above without a shareholder vote. However, with respect to the
Funds policy of investing at least 80% of its Assets in preferred securities and other income producing securities, such policy may not be changed without 60 days prior written notice.
Portfolio Contents
The Fund invests in preferred securities. The Fund may
invest in all types of preferred securities, including both traditional preferred securities and non-traditional preferred securities. Traditional preferred securities are generally equity securities of
the issuer that have priority over the issuers common shares as to the payment of dividends (i.e., the issuer cannot pay dividends on its common shares until the dividends on the preferred shares are current) and as to the payout of
proceeds of bankruptcy or other liquidation, but are subordinate to an issuers senior debt and junior debt as to both types of payments. Additionally, in a bankruptcy or other liquidation, traditional preferred shares are generally subordinate
to an issuers trade creditors and other general obligations.
Traditional preferred securities pay a dividend, typically contingent both upon declaration by the
issuers board and at times approval by regulators, and on the existence of current earnings (or retained earnings) in sufficient amount to source the payment. Dividend payments can be either cumulative or
non-cumulative and can be passed or deferred without limitation at the option of the issuer. Traditional preferred securities typically have no ordinary right to vote for the board of directors,
except in some cases voting rights may arise if the issuer fails to pay the preferred share dividends. Traditional preferred securities may be perpetual, or have a term and typically have a fixed liquidation (or par) value.
While some preferred securities are issued with a final maturity date, others are perpetual in nature. In certain instances, a final maturity date may be extended and/or
the final payment of principal may be deferred at the issuers option for a specified time without triggering an event of default for the issuer. No redemption can typically take place unless all cumulative payment obligations to preferred
security investors have been met, although issuers may be able to engage in open-market repurchases without regard to any cumulative dividends or interest payable. A portion of the portfolio may include
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Shareholder Update (continued)
(Unaudited)
investments in non-cumulative preferred securities, whereby the issuer does not have an obligation to make up any
arrearages to holders of such securities. Should an issuer default on its obligations under such a security, the amount of income earned by the Fund may be adversely affected. Non-traditional preferred
securities include hybrid preferred securities, contingent convertible capital securities and other types of preferred securities that do not have the traditional features described above. Hybrid-preferred securities often behave similarly as
investments in traditional preferred securities and are regarded by market investors as being part of the preferred securities market. Hybrid-preferred securities possess varying combinations of features of both debt and preferred shares and as such
they may constitute senior debt, junior debt or preferred shares in an issuers capital structure. As such, hybrid-preferred securities may not be subordinate to a companys debt securities (as are traditional preferred shares). Given the
various debt and equity characteristics of hybrid-preferred securities, whether a hybrid-preferred security is classified as debt or equity for purposes of reporting the Funds portfolio holdings may be based on the portfolio managers
determination as to whether its debt or preferred features are preponderant, or based on the assessment of an independent data provider. Such determinations may be subjective.
Hybrid-preferred securities include trust preferred securities. Trust preferred securities are typically issued by corporations, generally in the form of interest-bearing
notes with preferred securities characteristics, or by an affiliated business trust of a corporation, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. The trust preferred securities market
consists of both fixed and adjustable coupon rate securities that are either perpetual in nature or have stated maturity dates. Trust preferred securities may defer payment of income without triggering an event of default. These securities may have
many characteristics of equity due to their subordinated position in an issuers capital structure. Trust preferred securities may be issued by trusts or other special purpose entities.
Preferred securities may also include certain forms of debt that have many characteristics of preferred shares, and that are regarded by the investment marketplace to be
part of the broader preferred securities market. Among these preferred securities are certain exchange-listed debt issues that historically have several attributes, including trading and investment performance characteristics, in common
with exchange-listed traditional preferred stock and hybrid-preferred securities. Generally, these types of preferred securities are senior debt or junior debt in the capital structure of an issuer.
Preferred securities generally pay fixed or adjustable rate dividends or interest to investors and have preference over common stock in the payment of dividends or
interest and generally the liquidation of a companys assets, which means that a company typically must pay dividends or interest on its preferred securities before paying any dividends on its common stock. As a general matter, dividend or
interest payments on preferred securities may be cumulative or non-cumulative. The dividend or interest rates on preferred securities may be fixed or floating, or convert from fixed to floating at a
specified future time; the Fund may invest without limit in such floating-rate and fixed-to-floating rate preferred securities. Floating-rate and fixed-to-floating rate preferred securities may be traditional preferred or hybrid-preferred securities. Floating-rate preferred securities pay a rate of income that resets
periodically based on short- and/or longer-term interest rate benchmarks. If the associated interest rate benchmark rises, the income received from the security may increase and therefore the return offered by the floating-rate security may rise as
well, making such securities less price sensitive to rising interest rates (or yields). Similarly, a fixed-to-floating rate security may be less
price sensitive to rising interest rates (or yields), because the period over which the rate of payment is fixed is shorter than the maturity term of the bond, after which period a floating rate of payment applies. On the other hand, preferred
securities are junior to most other forms of the companys debt, including both senior and subordinated debt. Because of their subordinated position in the capital structure of an issuer, the ability to defer dividend or interest payments for
extended periods of time without triggering an event of default for the issuer, and certain other features, preferred securities may have, at times, risks similar to equity instruments. The Funds portfolio of preferred securities may consist
of fixed rate preferred and adjustable rate preferred securities.
The preferred securities market continues to evolve. New securities may be developed that may be
regarded by market investors as being part of the preferred securities market. Where such securities will fall in the capital structure of the issuer will depend on the structure and characteristics of the new security. For purposes of the
Funds policy of investing at least 80% of its Assets in preferred securities and other income producing securities, the Fund considers all of the foregoing types of securities that are commonly viewed in the marketplace as preferred securities
to be preferred securities, regardless of their classification in the capital structure of the issuer.
Preferred securities are typically issued by corporations,
generally in the form of interest or dividend bearing instruments, or by an affiliated business trust of a corporation, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. Preferred securities
may either trade over-the-counter, or trade on an exchange. The preferred securities market is generally divided into the $25 par retail and the
$1,000 par institutional segments. The $25 par segment is typified by securities that are listed on the NYSE, which trade and are quoted with accrued dividend or interest income, and which are often callable. The institutional segment is
typified by $1,000 par value securities that are not exchange-listed. The Fund may invest in preferred securities of either segment.
The Fund may also invest in
contingent capital securities or contingent convertible securities (sometimes referred to as CoCos). CoCos are hybrid securities created by regulators after the 2007-08 global financial crisis as a
way to reduce the likelihood of government-orchestrated bailouts. CoCos are designed to automatically absorb losses, thereby helping the issuing bank satisfy regulatory capital requirements. CoCos are not preferred securities. CoCos are primarily
issued by European financial institutions to help fulfill their capital requirements, while U.S. banks issue preferred stock. Because
110
CoCos and preferred stock play nearly identical roles
and rank similarly within an issuers capital structure, CoCos are commonly held in strategies that invest in preferred securities.
The contingent
nature of the security is due to a feature that automatically imposes a loss on the investor should an issuers capital fall below a predetermined threshold. When this occurs, depending on the structure, there are three possible outcomes:
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The security is converted to common equity; |
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The investor is forced to assume a temporary writedown of the securitys value; and |
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The investor is forced to assume a permanent writedown of the securitys value. |
Equity conversion or principal write-down features are tailored to the issuer and its regulatory requirements and, unlike traditional convertible securities, conversions
are not voluntary and are not intended to benefit the investor.
The Fund may invest in taxable municipal bonds. States, local governments and municipalities issue
municipal bonds to raise money for certain purposes. Municipal bonds issued to finance activities with a broad public purpose are generally exempt from federal income tax. Taxable municipal bonds, however, are issued to finance activities with less
significant benefits to the public, such as the construction of sports facilities, and as such the interest paid to holders of such bonds is taxable as ordinary income. Many taxable municipal bonds offer yields comparable to those of other taxable
bonds, such as corporate and agency bonds. Taxable municipal bonds may be rated investment-grade or below investment-grade and pay interest based on fixed or floating rate coupons. Maturities may range from long-term to short-term.
The Fund may invest in high yield bonds. Bonds that are rated lower than investment grade are commonly referred to as high yield bonds or junk bonds. These bonds
generally provide high income in an effort to compensate investors for their higher risk of default, which is the failure to make required interest or principal payments. High yield bond issuers include small or relatively new companies lacking the
history or capital to merit investment-grade status, former blue chip companies downgraded because of financial problems, companies electing to borrow heavily to finance or avoid a takeover or buyout, and firms with heavy debt loads.
The Fund may invest in U.S. Government securities. U.S. Government securities include (1) U.S. Treasury obligations, which differ in their interest rates, maturities
and times of issuance: U.S. Treasury bills (maturities of one year or less), U.S. Treasury notes (maturities of one year to ten years) and U.S. Treasury bonds (generally maturities of greater than ten years) and (2) obligations issued or
guaranteed by U.S. Government agencies and instrumentalities that are supported by any of the following: (i) the full faith and credit of the U.S. Treasury, (ii) the right of the issuer to borrow an amount limited to a specific line of
credit from the U.S. Treasury, (iii) discretionary authority of the U.S. Government to purchase certain obligations of the U.S. Government agency or instrumentality or (iv) the credit of the agency or instrumentality.
The Fund may invest in other equity securities, including common stock, convertible securities, hybrid securities (which have characteristics of both equity and
fixed-income instruments), warrants, rights and depositary receipts (which reference ownership of underlying non-U.S. securities).
The Fund may invest in corporate debt securities. Corporate debt securities are fully taxable debt obligations issued by corporations. These securities fund capital
improvements, expansions, debt refinancing or acquisitions that require more capital than would ordinarily be available from a single lender. Investors in corporate debt securities lend money to the issuing corporation in exchange for interest
payments and repayment of the principal at a set maturity date. Rates on corporate debt securities are set according to prevailing interest rates at the time of the issue, the credit rating of the issuer, the length of the maturity and other terms
of the security, such as a call feature. Corporate debt securities are subject to the risk of an issuers inability to meet principal and interest payments on the obligations and may also be subject to price volatility due to such factors as
market interest rates, market perception of the creditworthiness of the issuer and general market liquidity. In addition, corporate restructurings, such as mergers, leveraged buyouts, takeovers or similar corporate transactions are often financed by
an increase in a corporate issuers indebtedness. As a result of the added debt burden, the credit quality and market value of an issuers existing debt securities may decline significantly.
The Fund may invest in convertible securities. Convertible securities are hybrid securities that combine the investment characteristics of bonds and common stocks.
Convertible securities typically consist of debt securities or preferred securities that may be converted within a specified period of time (typically for the entire life of the security) into a certain amount of common stock or other equity
security of the same or a different issuer at a predetermined price. They also include debt securities with warrants or common stock attached and derivatives combining features of debt securities and equity securities. Convertible securities entitle
the holder to receive interest paid or accrued on debt securities, or dividends paid or accrued on preferred securities, until the securities mature or are redeemed, converted or exchanged.
Before conversion, convertible securities have characteristics similar to nonconvertible income securities in that they ordinarily provide a stable stream of income with
generally higher yields than those of common stocks of the same or similar issuers, but lower yields than comparable nonconvertible securities. The value of a convertible security is influenced by changes in interest rates, with investment value
generally declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible securitys investment
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Shareholder Update (continued)
(Unaudited)
value. Convertible securities are subordinate in rank to any senior debt obligations of the same issuer and, therefore, an issuers convertible securities entail
more risk than its debt obligations.
The Fund may invest in REITs. REITs are typically publicly traded corporations or trusts that invest in residential or
commercial real estate. REITs generally can be divided into the following three types: (i) equity REITs which invest the majority of their assets directly in real property and derive their income primarily from rents and capital gains or real
estate appreciation; (ii) mortgage REITs which invest the majority of their assets in real estate mortgage loans and derive their income primarily from interest payments; and (iii) hybrid REITs which combine the characteristics of equity
REITs and mortgage REITs. The Fund can invest in common stock, preferred securities, debt securities and convertible securities issued by REITs.
The Fund may invest
in securities of foreign issuers through the direct investment in securities of such companies and through depositary receipts. For purposes of identifying foreign issuers, the Fund will use Bloomberg classifications, which employ the following
factors listed in order of importance: (i) the country in which the companys management is located, (ii) the country in which the companys securities are primarily listed, (iii) the country from which the company primarily
receives revenue and (iv) the companys reporting currency. The Fund may purchase depositary receipts such as ADRs, EDRs and GDRs. ADRs, EDRs and GDRs are certificates evidencing ownership of shares of foreign issuers and are alternatives
to purchasing directly the underlying foreign securities in their national markets and currencies.
The Fund may invest in securities of emerging markets issuers.
Emerging markets issuers are those (i) whose securities are traded principally on a stock exchange or over-the-counter in an emerging market country,
(ii) organized under the laws of an emerging market country or (iii) whose principal place of business or principal office(s) is in an emerging market country. Emerging market countries include any country other than Canada, the United
States and the countries comprising the MSCI EAFE® Index (currently, Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the
Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom).
The Fund may invest in zero coupon bonds. A zero coupon
bond is a bond that typically does not pay interest for the entire life of the obligation or for an initial period after the issuance of the obligation.
The Fund may
buy and sell securities on a when-issued or delayed delivery basis, making payment or taking delivery at a later date, normally within 15 to 45 days of the trade date.
The Fund may invest in illiquid securities (i.e., securities that are not readily marketable), including, but not limited to, restricted securities (securities the
disposition of which is restricted under the federal securities laws), securities that may be resold only pursuant to Rule 144A under the 1933 Act, and repurchase agreements with maturities in excess of seven days.
The Fund also may invest in certain derivative instruments in pursuit of its investment objective. Such instruments may include financial futures contracts, swap
contracts (including interest rate and credit default swaps), options on financial futures, options on swap contracts, or other derivative instruments. The Fund may use derivative instruments to hedge some of the risk of the Funds investments
or as a temporary substitute for a position in the underlying asset. For example, the Fund may use derivatives to help manage the portfolios levered effective duration over time.
The Fund may also invest in securities of other open- or closed-end investment companies (including ETFs) that invest
primarily in the types in which the Fund may invest directly, to the extent permitted by the 1940 Act, the rules and regulations issued thereunder and applicable exemptive orders issued by the SEC.
Use of Leverage
The Fund uses leverage to pursue its investment objective. The
Fund may use leverage to the extent permitted by the 1940 Act. The Fund may source leverage through a number of methods including through borrowings, issuing Preferred Shares and the issuance of debt securities. In addition, the Fund may use
derivatives that may have the economic effect of leverage. The amount and sources of leverage will vary depending on market conditions.
Temporary Defensive
Periods
During temporary defensive periods, the Fund may invest up to 100% of its assets in high quality, short-term securities, and in short-, intermediate-, or
long-term U.S. Treasury securities. There can be no assurance that such techniques will be successful. Accordingly, during such periods, the Fund may not achieve its investment objectives.
112
NUVEEN VARIABLE RATE PREFERRED AND
INCOME FUND (NPFD)
Investment Objectives
The Funds investment
objective is to provide a high level of current income and total return.
Investment Policies The Fund will invest at least 80% of its Assets (as defined below) in variable rate preferred securities and other variable rate income producing securities. Assets means net assets of the Fund plus the amount
of any borrowings for investment purposes. Managed Assets means the total assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the express purpose of creating leverage). Total assets for
this purpose shall include assets attributable to the Funds use of leverage (whether or not those assets are reflected in the Funds financial statements for purposes of generally accepted accounting principles), and derivatives will be
valued at their market value.
Under normal circumstances:
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The Fund will invest at least 50% of its Managed Assets (as defined below) in securities that are rated investment grade or
are unrated but judged to be of comparable quality by the Funds subadviser. |
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The Fund may invest up to 20% of its Managed Assets in contingent capital securities or contingent convertible securities
(sometimes referred to as CoCos). |
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The Fund may invest up to 15% of its Managed Assets in companies located in emerging market countries.
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The Fund will only invest in U.S. dollar denominated securities. |
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The Fund will invest more than 25% of its Managed Assets in the securities of companies principally engaged in the financial
services sector. |
The foregoing policies apply only at the time of any new investment.
Approving Changes in Investment Policies
The Fund cannot change its
fundamental policies without the approval of the holders of a majority of the outstanding Common Shares. When used with respect to particular shares of the Fund, a majority of the outstanding shares means (i) 67% or more
of the shares present at a meeting, if the holders of more than 50% of the shares are present or represented by proxy or (ii) more than 50% of the shares, whichever is less.
Portfolio Contents
The Fund generally investS in variable rate preferred
securities and other variable rate income producing securities. The Fund may also invest to a lesser extent in fixed income securities, of any type, Including contingent capital securities or contingent convertible securities (sometimes referred to
as CoCos), convertible securities, corporate debt securities, U.S. government securities (securities issued or guaranteed by the U.S. government or its agencies or instrumentalities), residential and commercial mortgage-backed
securities, fixed-rate preferred securities, senior loans and loan participations and assignments, sovereign debt instruments, debt securities issued by supranational agencies, and taxable and tax-exempt
municipal bonds.
The Fund invests in preferred securities. The Fund may invest in all types of preferred securities, including both perpetual preferred securities
and hybrid securities. Perpetual preferred securities are generally equity securities of the issuer that have priority over the issuers common shares as to the payment of dividends (i.e., the issuer cannot pay dividends on its common shares
until the dividends on the preferred shares are current) and as to the payout of proceeds of a bankruptcy or other liquidation, but are subordinate to an issuers senior debt and junior debt as to both types of payments. Additionally, in a
bankruptcy or other liquidation, perpetual preferred securities are generally subordinate to an issuers trade creditors and other general obligations. Perpetual preferred securities typically have a fixed liquidation (or par)
value.
The term preferred securities also includes hybrid securities and other types of preferred securities that do not have the features described
above. Preferred securities that are hybrid securities often behave similarly to investments in perpetual preferred securities and are regarded by market investors as being part of the preferred securities market. Such hybrid securities possess
varying combinations of features of both debt and perpetual preferred securities and as such they may constitute senior debt, junior debt or preferred shares in an issuers capital structure.
The term preferred securities also includes certain forms of debt that are regarded by the investment marketplace to be part of the broader preferred
securities market. Among these preferred securities are certain exchange-listed debt issues that historically have several attributes, including trading and investment performance characteristics, in common with exchange-listed perpetual preferred
securities and hybrid securities. Generally, these types of preferred securities are senior debt in the capital structure of an issuer.
As a general matter, dividend
or interest payments on preferred securities may be cumulative or non-cumulative and may be deferred (in the case of cumulative payments) or skipped (in the case of
non-cumulative payments) at the option of the issuer.
Generally, preferred security holders have no voting rights with
respect to the issuing company, except in some cases voting rights may arise if the issuer fails to pay the preferred share dividends or if a declaration of default occurs and is continuing.
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Shareholder Update (continued)
(Unaudited)
Preferred securities may either trade over-the-counter (OTC) or trade on an
exchange. Preferred securities can be structured differently for retail and institutional investors, and the Fund may invest in preferred securities of either structure. The retail segment is typified by $25 par value exchange-traded securities,
which trade on exchanges such as the NYSE and the institutional segment is typified by $1,000 par value OTC securities. Typically, most $25 par value exchange-traded securities have fixed-rate coupon structures, while the institutional segment of
$1,000 par securities are variable-rate securities. Both $25 and $1,000 par value securities are often callable at par value, typically at least five years after their original issuance date (i.e., the issuer has the right to call in or redeem the
preferred security at a pre-set price after a specified date).
The Funds investments in preferred securities may
include convertible preferred securities, which are hybrid securities that combine the investment characteristics of bonds and common stocks. Convertible preferred securities typically consist of preferred securities that may be converted within a
specified period of time (typically for the entire life of the security) into a certain amount of common stock or other equity security of the same or a different issuer. Convertible preferred securities entitle the holder to receive interest or
dividends paid or accrued on preferred securities until the securities mature or are redeemed, converted or exchanged.
The Fund may also invest in contingent capital
securities or contingent convertible securities (sometimes referred to as CoCos). CoCos are hybrid securities created by regulators after the 2007-08 global financial crisis as a way to reduce the
likelihood of government-orchestrated bailouts. CoCos are designed to automatically absorb losses, thereby helping the issuing bank satisfy regulatory capital requirements. CoCos are not preferred securities. CoCos are primarily issued by European
financial institutions to help fulfill their capital requirements, while U.S. banks issue preferred stock. Because CoCos and preferred stock play nearly identical roles and rank similarly within an issuers capital structure, CoCos are commonly
held in strategies that invest in preferred securities.
The contingent nature of the security is due to a feature that automatically imposes a loss on
the investor should an issuers capital fall below a predetermined threshold. When this occurs, depending on the structure, there are three possible outcomes:
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The security is converted to common equity; |
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The investor is forced to assume a temporary writedown of the securitys value; and |
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The investor is forced to assume a permanent writedown of the securitys value. |
Equity conversion or principal write-down features are tailored to the issuer and its regulatory requirements and, unlike traditional convertible securities, conversions
are not voluntary and are not intended to benefit the investor.
The Fund may invest in corporate debt securities issued by companies of all kinds, including those
with small-, mid- and large capitalizations. Corporate debt securities are fixed income securities issued by businesses to finance their operations. Notes, bonds, debentures and commercial paper are the most
common types of corporate debt securities, with the primary difference being their maturities and secured or unsecured status. Commercial paper has the shortest term and is usually unsecured. Corporate debt securities may be rated investment-grade
or below investment-grade and may carry fixed or floating rates of interest.
The Fund may invest in U.S. dollar-denominated securities of non-U.S. issuers traded over the counter or listed on an exchange. The Fund will classify an issuer of a security as being a U.S. or non-U.S. issuer based on the determination
of an unaffiliated, recognized financial data provider. Such determinations are based on a number of criteria, such as the issuers country of domicile, the primary exchange on which the security trades, the location from which the majority of
the issuers revenue comes, and the issuers reporting currency.
The Fund may invest in common stocks which generally represents an equity ownership
interest in an issuer. Additional types of equity securities (other than preferred securities) in which the Fund may invest include convertible securities (discussed below), REITs, warrants, rights and depositary receipts (which reference ownership
of underlying non-U.S. securities). The Funds equity investments also may include securities of other investment companies (including open-end funds, closed-end funds and ETFs).
The Fund may invest in U.S. government securities, including U.S. Treasury obligations and securities
issued or guaranteed by various agencies of the U.S. government, or by various instrumentalities which have been established or sponsored by the U.S. government. U.S. Treasury obligations are backed by the full faith and credit of the
U.S. government. Securities issued or guaranteed by federal agencies and U.S. government sponsored instrumentalities may or may not be backed by the full faith and credit of the U.S. government.
The Fund may invest in mortgage-backed securities (MBS). A MBS (MBS) is a type of pass-through security, which is a security representing pooled
debt obligations repackaged as interests that pass income through an intermediary to investors. In the case of mortgage-backed securities, the ownership interest is in a pool of mortgage loans. Commercial mortgage-backed securities
(CMBS) are backed by a pool of mortgages on commercial property.
The Fund may invest in asset-backed securities (ABS). ABS are securities
that are primarily serviced by the cash flows of a discrete pool of receivables or other financial assets, either fixed or revolving, that by their terms convert into cash within a finite time period. Asset-backed securitization is a financing
technique in which financial assets, in many cases themselves less liquid, are pooled and converted into instruments that may be offered and sold in the
114
capital markets. In a basic securitization structure,
an entity, often a financial institution, originates or otherwise acquires a pool of financial assets, either directly or through an affiliate. It then sells the financial assets, again either directly or through an affiliate, to a specially created
investment vehicle that issues securities backed or supported by those financial assets, which securities are ABS. Payment on the ABS depends primarily on the cash flows generated by the assets in the underlying pool and other rights
designed to assure timely payment, such as liquidity facilities, guarantees or other features generally known as credit enhancements.
The Fund may invest in loans,
including senior secured loans, unsecured and/or subordinated loans, loan participations, unfunded contracts and assignments. These loans are typically made by or issued to corporations primarily to finance acquisitions, refinance existing debt,
support organic growth, or pay out dividends, and are typically originated by large banks and are then syndicated out to institutional investors as well as to other banks. The loans that the Fund invests typically bear interest at a floating rate,
although some loans may pay a fixed rate. Floating rate loans have interest rates that reset periodically, typically monthly or quarterly. The interest rates on floating rate loans are generally based on a percentage above the London Inter-Office
Bank Rate (LIBOR), the Secured Oversight Financing Rate (SOFR), a U.S. banks prime or base rate, the overnight federal funds rate or another rate. The use of the LIBOR will begin to be phased out in the near future.
While SOFR has been recommended as the replacement rate for LIBOR, and some product markets have adopted the use of SOFR, LIBOR may still be used as a reference rate until such time that private markets have fully transitioned to using SOFR or other
alternative reference rates recommended by applicable market regulators.. Loan participations are loans that are shared by a group of lenders. Unfunded commitments are contractual obligations by lenders (such as the Fund) to loan an amount in the
future or that is due to be contractually funded in the future. Assignments may be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment
may differ from, and be more limited than, those held by the assigning lender.
Loans may have restrictive covenants limiting the ability of a borrower to further
encumber its assets. The types of covenants included in loan agreements generally vary depending on market conditions, the creditworthiness of the borrower, the nature of the collateral securing the loan and other factors. Such restrictive covenants
normally allow for early intervention and proactive mitigation of credit risk by providing lenders with the ability to (1) intervene and either prevent or restrict actions that may potentially compromise the borrowers ability to repay the
loan and/or (2) obtain concessions from the borrower in exchange for waiving or amending a particular covenant. Loans with fewer or weaker restrictive covenants may limit the Funds ability to intervene or obtain additional concessions
from borrowers.
The Fund may invest in sovereign securities. Sovereign securities are issued or guaranteed by foreign sovereign governments or their agencies,
authorities, political subdivisions or instrumentalities, and supranational agencies. A supranational agency is a multinational union or association in which member countries cede authority and sovereignty on a limited number of matters to the
group, whose decisions are binding upon its members. Quasi-sovereign securities typically are issued by companies or agencies that may receive financial support or backing from a local government or in which the government owns a majority of the
issuers voting shares.
The ability of a foreign sovereign issuer, especially in an emerging market country, to make timely and ultimate payments on its debt
obligations will be strongly influenced by the sovereign issuers balance of payments, including export performance, its access to international credits and investments, fluctuations of interest rate and the extent of its foreign reserves. A
country whose exports are concentrated in a few commodities or whose economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports. To the extent that a country receives
payment for its export in currencies other than dollars, its ability to make debt payments denominated in dollars could be adversely affected. If a sovereign issuer cannot generate sufficient earnings from foreign trade to service its external debt,
it may need to depend on continuing loans and aid from foreign governments, commercial banks and multinational organizations. There may be no bankruptcy proceedings similar to those in the U.S. by which defaulted interest may be collected.
The Fund may invest in taxable and tax-exempt municipal securities, including municipal bonds, and notes and other securities
issued by states, cities and local authorities and certain possessions and territories of the United States (such as Puerto Rico and Guam) to finance or refinance public purpose projects such as roads, schools, and water supply systems. Municipal
bonds may also be issued to finance and refinance privately owned facilities or projects deemed to serve a public purpose. Municipal bonds may be issued on a long-term basis to provide long-term financing. The repayment of such debt may be secured
generally by a pledge of the full faith and credit taxing power of the issuer, a limited or special tax, or any other revenue source, including project revenue. Municipal bonds may also be issued to finance projects on a short-term interim basis,
anticipating repayment with the proceeds of long-term debt.
While the Fund does not currently anticipate investing to a material extent in restricted and illiquid
investments (i.e., investments that are not readily marketable), the Funds portfolio may contain restricted and illiquid investments, including, but not limited to, restricted investments (investments the disposition of which is
restricted under the federal securities laws), investments that may be resold only pursuant to Rule 144A under the 1933 Act that are deemed to be illiquid, and certain repurchase agreements. Restricted investments may be sold only in privately
negotiated transactions or in a public offering with respect to which a registration statement is in effect under the 1933 Act.
115
Shareholder Update (continued)
(Unaudited)
The Fund may invest in securities of other open-end or closed-end investment companies,
including ETFs, that invest primarily in the types of investments in which the Fund may invest directly.
The Fund may invest without limitation in credit default
swaps, and may enter into credit default swaps as either a buyer or a seller.
In addition to credit default swaps, the Fund also may invest in certain derivative
instruments in pursuit of its investment objective. Such instruments include financial futures contracts and options thereon, forward contracts, swaps (with varying terms, including interest rate swaps), options on swaps and other derivative
instruments. The Funds sub-adviser may use derivative instruments to attempt to hedge some of the risk of the Funds investments or as a substitute for a position in the underlying asset.
Use of Leverage
The Fund may use leverage to the extent permitted by the 1940
Act. The Fund may source leverage initially and throughout the life of the Fund through a number of methods including through borrowings, issuing Preferred Shares, the issuance of debt securities, entering into reverse repurchase agreements
(effectively a borrowing), and investing in residual interest certificates of tender option bond trusts, also called inverse floating rate securities, that have the economic effect of leverage because the Funds investment exposure to the
underlying securities held by the trust have been effectively financed by the trusts issuance of floating rate certificates.
Temporary Defensive Periods
During temporary defensive periods, the period in which the net proceeds of this offering of Common Shares are first being invested (the invest-up period), the wind-up period (the approximately six month period during which the Fund is transitioning its portfolio as the Funds
Termination Date approaches) or the period in which the Funds assets are being liquidated in anticipation of the Funds termination, the Fund may deviate from its investment policies and objective. During such periods, the Fund may invest
up to 100% of its Managed Assets in cash, short-term investments, including high quality, short-term securities or may invest in short-, intermediate-, or long-term U.S. Treasury securities. During the
invest-up period, the Fund may also purchase securities issued by ETFs that invest primarily in investments of the types in which the Fund may invest directly. Any such investments in ETFs will be in
compliance with the limitations imposed by the 1940 Act, the rules promulgated thereunder, or pursuant to any exemptive relief obtained thereunder. There can be no assurance that such techniques will be successful. Accordingly, during such periods,
the Fund may not achieve its investment objective.
116
PRINCIPAL RISKS OF THE FUNDS
The factors that are most likely to have a material effect on a particular Funds portfolio as a whole are called principal risks. Each Fund is subject
to the principal risks indicated below, whether through direct investment or derivative positions. Each Fund may be subject to additional risks other than those identified and described below because the types of investments made by a Fund can
change over time.
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Risk |
|
Nuveen Preferred &
Income Opportunities Fund
(JPC) |
|
Nuveen Preferred and Income Term
Fund (JPI) |
|
Nuveen Preferred & Income Securities Fund
(JPS) |
|
Nuveen Preferred and Income Fund
(JPT) |
|
Nuveen Variable Rate Preferred & Income Fund (NPFD) |
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Portfolio Level Risks |
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Asset-Backed Securities (ABS) Risk |
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X |
Below Investment Grade Risk |
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X |
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X |
|
X |
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X |
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X |
Call Risk |
|
X |
|
X |
|
X |
|
X |
|
X |
Collateralized Mortgage-Backed Securities (CMBS) and
Mortgage-Backed Securities (MBS) Risk |
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X |
Common Stock Risk |
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X |
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X |
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X |
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X |
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Concentration and Financial Services Sector Risk |
|
X |
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X |
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X |
|
X |
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X |
Contingent Capital Securities (CoCos) Risk |
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X |
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X |
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X |
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X |
|
X |
Convertible Securities Risk |
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X |
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X |
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X |
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X |
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X |
Credit Risk |
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X |
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X |
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X |
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X |
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X |
Credit Spread Risk |
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X |
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X |
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X |
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X |
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X |
Debt Securities Risk |
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X |
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X |
|
X |
|
X |
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X |
Defaulted and Distressed Securities Risk |
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X |
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Deflation Risk |
|
X |
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X |
|
X |
|
X |
|
X |
Derivatives Risk |
|
X |
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X |
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X |
|
X |
|
X |
Duration Risk |
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X |
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X |
|
X |
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X |
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X |
Emerging Markets Risk |
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X |
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X |
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X |
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X |
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X |
Equity Securities Risk |
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X |
Financial Futures and Options Transactions Risk |
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X |
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X |
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X |
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X |
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X |
Floating-Rate and Fixed-to-Floating Rate Securities Risk |
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X |
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X |
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X |
|
X |
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Foreign Currency Risk |
|
X |
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X |
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Hedging Risk |
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X |
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X |
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X |
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X |
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X |
Illiquid Investments Risk |
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X |
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X |
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X |
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X |
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X |
Income Risk |
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X |
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X |
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X |
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X |
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X |
Inflation Risk |
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X |
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X |
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X |
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X |
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X |
Inflation Correlation Risk |
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X |
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X |
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X |
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X |
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X |
Interest Rate Risk |
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X |
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X |
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X |
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X |
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X |
Inverse Floating Rate Securities Risk |
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X |
LIBOR Floor Risk |
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X |
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X |
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X |
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X |
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X |
LIBOR Replacement Risk |
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X |
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X |
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X |
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X |
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X |
Loan Risk |
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X |
Municipal Securities Market Liquidity Risk |
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X |
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X |
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X |
Municipal Securities Market Risk |
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X |
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X |
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X |
Non-U.S. Securities
Risk |
|
X |
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X |
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X |
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X |
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X |
Other Investment Companies Risk |
|
X |
|
X |
|
X |
|
X |
|
X |
117
Shareholder Update (continued)
(Unaudited)
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Risk |
|
Nuveen Preferred &
Income Opportunities Fund
(JPC) |
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Nuveen Preferred and Income Term
Fund (JPI) |
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Nuveen Preferred & Income Securities Fund
(JPS) |
|
Nuveen Preferred and Income Fund
(JPT) |
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Nuveen Variable Rate Preferred & Income Fund (NPFD) |
Preferred and Hybrid Preferred Securities Risk |
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X |
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X |
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X |
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X |
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X |
Reinvestment Risk |
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X |
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X |
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X |
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X |
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X |
Senior Loan Risk |
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X |
Sovereign Government and Supranational Debt Risk |
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X |
Swap Transactions Risk |
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X |
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X |
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X |
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X |
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X |
Unrated Securities Risk |
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X |
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X |
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X |
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X |
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X |
U.S. Government Securities Risk |
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X |
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X |
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X |
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X |
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X |
Valuation Risk |
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X |
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X |
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X |
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X |
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X |
Warrants and Equity Securities Risk |
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X |
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X |
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X |
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X |
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When-Issued and Delayed-Delivery Transactions |
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X |
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X |
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X |
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X |
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X |
Zero Coupon Bonds Risk |
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X |
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X |
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X |
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X |
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Fund Level and Other Risks |
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Anti-Takeover Provisions |
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X |
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X |
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X |
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X |
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X |
Borrowing Risk |
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X |
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X |
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X |
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X |
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X |
Counterparty Risk |
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X |
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X |
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X |
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X |
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X |
Cybersecurity Risk |
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X |
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X |
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X |
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X |
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X |
Global Economic Risk |
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X |
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X |
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X |
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X |
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X |
Investment and Market Risk |
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X |
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X |
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X |
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X |
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X |
Legislation and Regulatory Risk |
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X |
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X |
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X |
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X |
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X |
Leverage Risk |
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X |
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X |
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X |
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X |
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X |
Limited Term Risk |
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X |
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Market Discount from Net Asset Value |
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X |
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X |
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X |
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X |
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X |
Recent Market Conditions |
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X |
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X |
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X |
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X |
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X |
Reverse Repurchase Agreement Risk |
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X |
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X |
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X |
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X |
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X |
Tax Risk |
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X |
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X |
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X |
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X |
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X |
Portfolio Level Risks:
Asset-Backed Securities (ABS) Risk. ABS involve certain risks in addition to those presented by MBS. There is the possibility that recoveries on the underlying
collateral may not, in some cases, be available to support payments on these securities. Relative to MBS, ABS may provide the Fund with a less effective security interest in the underlying collateral and are more dependent on the borrowers
ability to pay. If many borrowers on the underlying loans default, losses could exceed the credit enhancement level and result in losses to investors in an ABS transaction. Finally, ABS have structure risk due to a unique characteristic known as
early amortization, or early payout, risk. Built into the structure of most ABS are triggers for early payout, designed to protect investors from losses. These triggers are unique to each transaction and can include a significant rise in defaults on
the underlying loans, a sharp drop in the credit enhancement level or the bankruptcy of the originator. Once early amortization begins, all incoming loan payments (after expenses are paid) are used to pay investors as quickly as possible based upon
a predetermined priority of payment. As a result, proceeds that would otherwise be distributed to holders of a junior tranche may be diverted to pay down more senior tranches.
Below Investment Grade Risk. Investments of below investment grade quality are regarded as
having speculative characteristics with respect to the issuers capacity to pay dividends or interest and repay principal, and may be subject to higher price volatility and default risk than investment grade investments of comparable terms and
duration. Issuers of lower grade investments may be highly leveraged and may not have available to them more traditional methods of financing. The prices of these lower grade investments are typically more sensitive to negative developments, such as
a decline in the issuers revenues or a general economic downturn. The secondary market for lower rated investments may not be as liquid as the secondary market for more highly rated investments, a factor which may have an adverse effect on the
Funds ability to dispose of a particular investment.
118
If a below investment grade investment goes into
default, or its issuer enters bankruptcy, it might be difficult to sell that investment in a timely manner at a reasonable price.
Call Risk. The Fund may invest in securities that are subject to call risk. Such securities
may be redeemed at the option of the issuer, or called, before their stated maturity or redemption date. In general, an issuer will call its instruments if they can be refinanced by issuing new instruments that bear a lower interest
rate. The Fund is subject to the possibility that during periods of falling interest rates, an issuer will call its high yielding securities. The Fund would then be forced to invest the unanticipated proceeds at lower interest rates, resulting in a
decline in the Funds income.
Collateralized Mortgage-Backed Securities (CMBS) and Mortgage-Backed
Securities (MBS) Risk. CMBS and MBS, including collateralized debt obligations and collateralized mortgage obligations, differ from conventional debt securities because principal is paid back
over the life of the security rather than at maturity. CMBS and MBS are subject to prepayment or call risk, which is the risk that a borrowers payments may be received earlier than expected due to changes in prepayment rates on underlying
loans. Faster prepayments often happen when interest rates are falling. As a result, the Fund may reinvest these early payments at lower interest rates, thereby reducing the Funds income. CMBS and MBS also are subject to extension risk. An
unexpected rise in interest rates could reduce the rate of prepayments and extend the life of the CMBS and MBS, causing the price of the CMBS and MBS and the Funds share price to fall and would make the CMBS and MBS more sensitive to interest
rate changes. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool will adversely affect the value of CMBS and MBS and will result in losses to the Fund. Privately issued mortgage-related securities are not subject to the
same underwriting requirements for the underlying mortgages that are applicable to those mortgage-related securities that have government or government-sponsored entity guarantee. As a result, the mortgage loans underlying privately issued
mortgage-related securities may, and frequently do, have less favorable collateral, credit risk or other underwriting characteristics than government or government-sponsored mortgage-related securities and have wider variances in a number of terms
including interest rate, term, size, purpose and borrower characteristics.
Common Stock Risk. Common stocks have experienced significantly more volatility in returns and may significantly underperform relative to fixed-income securities during certain periods. An adverse event, such as an unfavorable earnings
report, may depress the value of a particular common stock held by the Fund. Also, prices of common stocks are sensitive to general movements in the stock market, and a drop in the stock market may depress the price of common stocks to which the
Fund has exposure. Common stock prices fluctuate for several reasons, including changes in investors perceptions of the financial condition of an issuer, the general condition of the relevant stock market or the current and expected future
conditions of the broader economy, or when political or economic events affecting the issuer in particular or the stock market in general occur. In addition, common stock prices may be particularly sensitive to rising interest rates, as the cost of
capital rises and borrowing costs increase.
Concentration and Financial Services Sector Risk. The preferred securities market is comprised predominantly of securities issued by companies in the financial services sector. Therefore, preferred securities present substantially increased risks at times of financial
turmoil, which could affect financial services companies more than companies in other sectors and industries. The Funds investment in securities issued by financial services companies makes the Fund more susceptible to adverse economic or
regulatory occurrences affecting those companies. Concentration of investments in financial services companies includes the following risks:
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financial services companies may suffer a setback if regulators change the rules under which they operate, which may
increase costs for or limit the ability to offer new services or products and make it difficult to pass increased costs on to consumers; |
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unstable interest rates can have a disproportionate effect on the financial services sector; |
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financial services companies whose securities the Fund may purchase may themselves have concentrated portfolios, such as a
high level of loans to real estate developers, which makes them vulnerable to economic conditions that affect that sector; and |
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financial services companies have been affected by increased competition, which could adversely affect the profitability or
viability of such companies. |
The profitability of many types of financial services companies may be adversely affected in certain market cycles,
including periods of rising interest rates, which may restrict the availability and increase the cost of capital, and declining economic conditions, which may cause credit losses due to financial difficulties of borrowers. Because many types of
financial services companies are especially vulnerable to these economic cycles, the Funds investments in these companies may lose significant value during such periods.
Contingent Capital Securities (CoCos) Risk. A loss absorption mechanism trigger
event for CoCos would likely be the result of, or related to, the deterioration of the issuers financial condition (e.g., a decrease in the issuers capital ratio) and status as a going concern. In such a case, with respect to CoCos that
provide for conversion into common stock upon the occurrence of the trigger event, the market price of the issuers common stock received by the Fund will have likely declined, perhaps substantially, and may continue to decline, which may
adversely affect the Funds NAV. Further, the issuers common stock would be subordinate to the issuers other classes of securities and therefore would worsen the Funds standing in a bankruptcy proceeding. In addition, because
the common stock of the issuer may not pay a dividend, investors in these instruments could experience a reduced income rate, potentially to zero. In view of the foregoing, CoCos are often rated below investment grade and are subject to the risks of
below investment grade securities.
119
Shareholder Update (continued)
(Unaudited)
CoCos may be subject to an automatic write-down (i.e., the automatic write-down of the principal amount or value of the securities, potentially to zero, and the
cancellation of the securities) under certain circumstances, which could result in the Fund losing a portion or all of its investment in such securities. In addition, the Fund may not have any rights with respect to repayment of the principal amount
of the securities that has not become due or the payment of interest or dividends on such securities for any period from (and including) the interest or dividend payment date falling immediately prior to the occurrence of such automatic write-down.
An automatic write-down could also result in a reduced income rate if the dividend or interest payment is based on the securitys par value. Coupon payments on CoCos may be discretionary and may be cancelled by the issuer for any reason or may
be subject to approval by the issuers regulator and may be suspended in the event there are insufficient distributable reserves.
In certain scenarios,
investors in CoCos may suffer a loss of capital ahead of equity holders or when equity holders do not. There is no guarantee that the Fund will receive a return of principal on CoCos. Any indication that an automatic write-down or conversion event
may occur can be expected to have a material adverse effect on the market price of CoCos.
The prices of CoCos may be volatile. Additionally, the trading behavior of
a given issuers CoCo may be strongly impacted by the trading behavior of other issuers CoCos, such that negative information from an unrelated CoCo may cause a decline in value of one or more CoCos held by afund. Accordingly, the trading
behavior of CoCos may not follow the trading behavior of other similarly structured securities.
CoCos are issued primarily by financial institutions. Therefore,
CoCos present substantially increased risks at times of financial turmoil, which could affect financial institutions more than companies in other sectors and industries.
Convertible Securities Risk. Convertible securities have characteristics of both equity and
debt securities and, as a result, are exposed to certain additional risks that are typically associated with debt, including but not limited to Interest Rate Risk, Credit Risk, Below Investment Grade Risk and Unrated Securities Risk. The value of a
convertible security is influenced by both the yield of non-convertible securities of comparable issuers and by the value of the underlying common stock. Convertible securities generally offer lower interest
or dividend yields than non-convertible securities of similar credit quality. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest
rates decline. However, the convertible securitys market value tends to reflect the market price of the common stock of the issuing company when that stock price is greater than the convertible securitys conversion price. The
conversion price is defined as the predetermined price at which the convertible security could be exchanged for the associated common stock. As the market price of the underlying common stock declines, the price of the convertible security tends to
be influenced more by the yield of the convertible security. Thus, the convertible security may not decline in price to the same extent as the underlying common stock. Convertible securities fall below debt obligations of the same issuer in order of
preference or priority in the event of a liquidation and are typically unrated or rated lower than such debt obligations.
Credit Risk. Issuers of securities in which the Fund may invest may default on their
obligations to pay principal or interest when due. This non-payment would result in a reduction of income to the Fund, a reduction in the value of a security experiencing
non-payment and potentially a decrease in the NAV of the Fund. To the extent that the credit rating assigned to a security in the Funds portfolio is downgraded, the market price and liquidity of such
security may be adversely affected.
Debt securities held by the Fund may fail to make dividend or interest payments when due. Investments in investments below
investment grade credit quality are predominantly speculative and subject to greater volatility and risk of default. Unrated investments are evaluated by Fund managers using industry data and their own analysis processes that may be similar to that
of a NRSRO; however, such internal ratings are not equivalent to a national agency credit rating. Counterparty credit risk may arise if counterparties fail to meet their obligations, should the Fund hold any derivative instruments for either
investment exposure or hedging purposes.
Credit Spread Risk. Credit spread risk is the
risk that credit spreads (i.e., the difference in yield between securities that is due to differences in their credit quality) may increase when the market believes that securities generally have a greater risk of default. Increasing credit spreads
may reduce the market values of the Funds securities. Credit spreads often increase more for lower rated and unrated securities than for investment grade securities. In addition, when credit spreads increase, reductions in market value will
generally be greater for longer-maturity securities.
Debt Securities Risk.
Issuers of debt instruments in which the Fund may invest may default on their obligations to pay principal or interest when due. This non-payment would result in a reduction of income to the Fund, a reduction
in the value of a debt instrument experiencing non-payment and, potentially, a decrease in the NAV of the Fund. There can be no assurance that liquidation of collateral would satisfy the issuers
obligation in the event of non-payment of scheduled interest or principal or that such collateral could be readily liquidated. In the event of bankruptcy of an issuer, the Fund could experience delays or
limitations with respect to its ability to realize the benefits of any collateral securing a security. To the extent that the credit rating assigned to a security in the Funds portfolio is downgraded, the market price and liquidity of such
security may be adversely affected.
Defaulted and Distressed Securities Risk.
The Fund may hold investments that at the time of purchase are not in default or involved in bankruptcy or insolvency proceedings, but may later become so. Moreover, the Fund may invest in low-rated securities
that, although not in default, may be distressed, meaning that the issuer is experiencing financial difficulties or distress at the time of acquisition. Such securities would present a substantial
120
risk of future default which may cause the Fund to
incur losses, including additional expenses, to the extent it is required to seek recovery upon a default in the payment of principal or interest on those securities. In any reorganization or liquidation proceeding relating to a portfolio security,
the Fund may lose its entire investment or may be required to accept cash or securities with a value less than its original investment. Defaulted or distressed securities may be subject to restrictions on resale.
Deflation Risk. Deflation risk is the risk that prices throughout the economy decline over
time. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Funds portfolio.
Derivatives Risk. The use of derivatives involves additional risks and transaction costs
which could leave the Fund in a worse position than if it had not used these instruments. Derivative instruments can be used to acquire or to transfer the risk and returns of a security or other asset without buying or selling the security or asset.
These instruments may entail investment exposures that are greater than their cost would suggest. As a result, a small investment in derivatives can result in losses that greatly exceed the original investment. Derivatives can be highly volatile,
illiquid and difficult to value. An over-the-counter derivative transaction between the Fund and a counterparty that is not cleared through a central counterparty also
involves the risk that a loss may be sustained as a result of the failure of the counterparty to the contract to make required payments. The payment obligation for a cleared derivative transaction is guaranteed by a central counterparty, which
exposes the Fund to the creditworthiness of the central counterparty.
It is possible that regulatory or other developments in the derivatives market,
including the SECs recently adopted new Rule 18f-4 under the 1940 Act, which imposes limits on the amount of derivatives a fund can enter into could adversely impact the Funds ability to
successfully use derivative instruments.
Duration Risk. Duration is the sensitivity,
expressed in years, of the price of a fixed-income security to changes in the general level of interest rates (or yields). Securities with longer durations tend to be more sensitive to interest rate (or yield) changes, which typically corresponds to
increased volatility and risk, than securities with shorter durations. For example, if a security or portfolio has a duration of three years and interest rates increase by 1%, then the security or portfolio would decline in value by approximately
3%. Duration differs from maturity in that it considers potential changes to interest rates, and a securitys coupon payments, yield, price and par value and call features, in addition to the amount of time until the security matures. The
duration of a security will be expected to change over time with changes in market factors and time to maturity.
Emerging
Markets Risk. Risks of investing in securities of emerging markets issuers include: smaller market capitalization of securities markets, which may suffer periods of relative illiquidity; significant price
volatility; restrictions on foreign investment; and possible restrictions on repatriation of investment income and capital. In addition, foreign investors may be required to register the proceeds of sales; and future economic or political crises
could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies. Certain emerging markets also may face other significant internal or external risks, including a
heightened risk of war, and ethnic, religious and racial conflicts. In addition, governments in many emerging market countries participate to a significant degree in their economies and securities markets, which may impair investment and economic
growth, and which may in turn diminish the value of the securities in those markets. The considerations noted below in Non-U.S. Securities Risk are generally intensified for investments in emerging
market countries.
Equity Securities Risk. Equity securities in the
Funds portfolio may decline significantly in price over short or extended periods of time, and such declines may occur because of declines in the equity market as a whole, or because of declines in only a particular country, company,
industry, or sector of the market. Given the Funds focus on dividend-paying securities, the Fund may, from time to time, have a greater exposure to higher dividend-yield sectors and industries than the broad equity market which would make
the Fund more vulnerable to adverse developments affecting such sectors or industries.
Financial Futures and Options
Transactions Risk. The Fund may use certain transactions for hedging the portfolios exposure to credit risk and the risk of increases in interest rates, which could result in poorer overall
performance for the Fund. There may be an imperfect correlation between price movements of the futures and options and price movements of the portfolio securities being hedged.
If the Fund engages in futures transactions or in the writing of options on futures, it will be required to maintain initial margin and maintenance margin and may be
required to make daily variation margin payments in accordance with applicable rules of the exchanges and the Commodity Futures Trading Commission (CFTC). If the Fund purchases a financial futures contract or a call option or writes a
put option in order to hedge the anticipated purchase of securities, and if the Fund fails to complete the anticipated purchase transaction, the Fund may have a loss or a gain on the futures or options transaction that will not be offset by price
movements in the securities that were the subject of the anticipatory hedge. There can be no assurance that a liquid market will exist at a time when the Fund seeks to close out a derivatives or futures or a futures option position, and the Fund
would remain obligated to meet margin requirements until the position is closed.
Floating-Rate and
Fixed-to-Floating-Rate Securities Risk. The market value of floating-rate securities is a reflection of discounted expected
cash flows based on expectations for future interest rate resets. The market value of such securities may fall in a declining interest rate environment and may also fall in a rising interest rate environment if there is a lag between the rise in
interest rates and the reset. This risk may also be present with respect to fixed-to-floating-rate securities in which the Fund may invest. A secondary risk associated
with declining interest rates is the risk that income earned by the Fund on floating-rate and fixed-to-floating-rate securities will decline due to lower coupon payments
on floating rate securities.
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Foreign Currency Risk. Because the Fund may invest in securities denominated or quoted in
currencies other than the U.S. dollar, changes in foreign currency exchange rates may affect the value of securities held by the Fund and the unrealized appreciation or depreciation of investments. Currencies of certain countries may be volatile and
therefore may affect the value of securities denominated in such currencies, which means that the Funds NAV could decline as a result of changes in the exchange rates between foreign currencies and the U.S. dollar. In addition, certain
countries, particularly emerging market countries, may impose foreign currency exchange controls or other restrictions on the transferability, repatriation or convertibility of currency.
Hedging Risk. The Funds use of derivatives or other transactions to reduce risk
involves costs and will be subject to the investment advisers and/or the sub-advisers ability to predict correctly changes in the relationships of such hedge instruments to the Funds
portfolio holdings or other factors. No assurance can be given that the investment advisers and/or the sub-advisers judgment in this respect will be correct, and no assurance can be given that the
Fund will enter into hedging or other transactions at times or under circumstances in which it may be advisable to do so. Hedging activities may reduce the Funds opportunities for gain by offsetting the positive effects of favorable price
movements and may result in net losses.
Illiquid Investments Risk. I Illiquid
investments are investments that are not readily marketable. These investments may include restricted investments, including Rule 144A securities, which cannot be resold to the public without an effective registration statement under the 1933 Act,
or, if they are unregistered, may be sold only in a privately negotiated transaction or pursuant to an exemption from registration. The Fund may not be able to readily dispose of such investments at prices that approximate those at which the Fund
could sell such investments if they were more widely traded and, as a result of such illiquidity, the Fund may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. Limited liquidity
can also affect the market price of investments, thereby adversely affecting the Funds NAV and ability to make dividend distributions. The financial markets in general have in recent years experienced periods of extreme secondary market supply
and demand imbalance, resulting in a loss of liquidity during which market prices were suddenly and substantially below traditional measures of intrinsic value. During such periods, some investments could be sold only at arbitrary prices and with
substantial losses. Periods of such market dislocation may occur again at any time.
Income Risk. The Funds income could decline due to falling market interest rates. This is because, in a falling interest rate environment, the Fund generally will have to invest the proceeds from maturing portfolio securities in
lower-yielding securities.
Inflation Risk. Inflation risk is the risk that the
value of assets or income from investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the common shares and distributions can decline. Currently, inflation rates are elevated
relative to normal market conditions and could continue to increase.
Inflation Correlation Risk. Although the values of certain of the Funds loan investments are generally linked or correlated to the rate of inflation, there is no guarantee that such investments will provide any protection against the
impact of inflation. In addition, while these investments are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in their value. Further, when inflation and expectations of inflation
are low or declining, the Funds positions in such investments are likely to underperform the overall stock markets.
Interest Rate Risk. Interest rate risk is the risk that securities in the Funds
portfolio will decline in value because of changes in market interest rates. Generally, when market interest rates rise, the market value of such securities will fall, and vice versa. As interest rates decline, issuers of securities may
prepay principal earlier than scheduled, forcing the Fund to reinvest in lower-yielding securities and potentially reducing the Funds income. As interest rates increase, slower than expected principal payments may extend the average life of
securities, potentially locking in a below-market interest rate and reducing the Funds value. In typical market interest rate environments, the prices of longer-term securities generally fluctuate more than prices of shorter-term securities as
interest rates change. The risks associated with rising interest rates are greatly heightened in view of the US Federal Reserve Banks decision to raise the federal funds rate from historic lows, and may continue to raise interest rates if
considered necessary to reduce inflation to acceptable levels.
Inverse Floating Rate Securities Risk. The Fund may invest in inverse floating rate securities. In general, income on inverse floating rate securities will decrease when short-term interest rates increase and increase when short-term interest rates decrease.
Investments in inverse floating rate securities may subject the Fund to the risks of reduced or eliminated interest payments and losses of principal. In addition, inverse floating rate securities may increase or decrease in value at a greater rate
than the underlying interest rate, which effectively leverages the Funds investment. As a result, the market value of such securities generally will be more volatile than that of fixed rate securities.
The Fund may invest in inverse floating rate securities issued by special purpose trusts that have recourse to the Fund (i.e., the Fund typically bears the risk of loss
with respect to any liquidity shortfall). In such instances, the Fund may be at risk of loss that exceeds its investment in the inverse floating rate securities.
The
Fund may be required to sell its inverse floating rate securities at less than favorable prices, or liquidate other Fund portfolio holdings in certain circumstances, including, but not limited to, the following:
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If the Fund has a need for cash and the securities in a special purpose trust are not actively traded due to adverse market
conditions; |
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If special purpose trust sponsors (as a collective group or individually) experience financial hardship and consequently
seek to terminate their respective outstanding special purpose trusts; and |
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If the value of an underlying security declines significantly and if additional collateral has not been posted by the Fund.
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LIBOR Floor Risk. Many floating rate loans issued after 2008 include
a LIBOR floor, based on LIBOR, or a minimum interest rate to which the loans spread is added, to calculate the loans overall interest rate. As short-term market rates rise, such loans will not pay higher interest until
prevailing rates exceed the floor rate stated in the loan documents.
LIBOR Replacement Risk. LIBOR is an index rate that historically has been widely used in lending transactions and remains a common reference rate for setting the floating interest rate on private loans. The use of the LIBOR will begin to be phased
out in the near future, which may adversely affect the Funds investments whose value is tied to LIBOR. While SOFR has been recommended as the replacement rate for LIBOR, and some product markets have adopted the use of SOFR, LIBOR may still be
used as a reference rate until such time that private markets have fully transitioned to using SOFR or other alternative reference rates recommended by applicable market regulators. The transition process away from LIBOR may involve, among other
things, increased volatility or illiquidity in markets for instruments that currently rely on LIBOR. The potential effect of a discontinuation of LIBOR on the Funds investments will vary depending on, among other things: (1) existing
fallback provisions that provide a replacement reference rate if LIBOR is no longer available; (2) termination provisions in individual contracts; and (3) how, and when industry participants develop and adopt new reference rates and
fallbacks for both legacy and new products and instruments held by the Fund. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR until it is clearer how the Funds products and instruments will be impacted
by this transition.
Loan Risk. The lack of an active trading market for certain
loans may impair the ability of the Fund to realize full value in the event of the need to sell a loan and may make it difficult to value such loans. Portfolio transactions in loans may settle in as short as seven days but typically can take up to
two or three weeks, and in some cases much longer. As a result of these extended settlement periods, the Fund may incur losses if it is required to sell other investments or temporarily borrow to meet its cash needs. The risks associated with
unsecured loans, which are not backed by a security interest in any specific collateral, are higher than those for comparable loans that are secured by specific collateral. For secured loans, there is a risk that the value of any collateral securing
a loan in which the Fund has an interest may decline and that the collateral may not be sufficient to cover the amount owed on the loan. Interests in loans made to finance highly leveraged companies or transactions such as corporate acquisitions may
be especially vulnerable to adverse changes in economic or market conditions. Loans may have restrictive covenants limiting the ability of a borrower to further encumber its assets. However, in periods of high demand by lenders like the Fund for
loan investments, borrowers may limit these covenants and weaken a lenders ability to access collateral securing the loan; reprice the credit risk associated with the borrower; and mitigate potential loss. The Fund may experience relatively
greater realized or unrealized losses or delays and expenses in enforcing its rights with respect to loans with fewer restrictive covenants. Additionally, loans may not be considered securities and, as a result, the Fund may not be
entitled to rely on the anti-fraud protections of the securities laws. Because junior loans have a lower place in an issuers capital structure and may be unsecured, junior loans involve a higher degree of overall risk than senior loans of the
issuer.
Municipal Securities Market Liquidity Risk. Inventories of municipal
securities held by brokers and dealers have decreased in recent years, lessening their ability to make a market in these securities. This reduction in market making capacity has the potential to decrease the Funds ability to buy or sell
municipal securities at attractive prices, and increase municipal security price volatility and trading costs, particularly during periods of economic or market stress. In addition, recent federal banking regulations may cause certain dealers to
reduce their inventories of municipal securities, which may further decrease the Funds ability to buy or sell municipal securities. As a result, the Fund may be forced to accept a lower price to sell a security, to sell other securities to
raise cash, or to give up an investment opportunity, any of which could have a negative effect on performance. If the Fund needed to sell large blocks of municipal securities to raise cash to meet its obligations, those sales could further reduce
the municipal securities prices and hurt performance.
Municipal Securities Market Risk. The amount of public information available about the municipal securities in the Funds portfolio is generally less than that for corporate equities or bonds, and the investment performance of the Fund may therefore
be more dependent on the analytical abilities of the sub-adviser than if the Fund were a stock fund or taxable bond fund. The secondary market for municipal securities, particularly below investment grade
municipal securities, also tends to be less well-developed or liquid than many other securities markets, which may adversely affect the Funds ability to sell its municipal securities at attractive prices.
Non-U.S. Securities Risk. Investments in securities
of non-U.S. issuers involve special risks, including: less publicly available information about non-U.S. issuers or markets due to less rigorous disclosure or accounting
standards or regulatory practices; many non-U.S. markets are smaller, less liquid and more volatile; the economies of non-U.S. countries may grow at slower rates than
expected or may experience a downturn or recession; the impact of economic, political, social or diplomatic events; and withholding and other non-U.S. taxes may decrease the Funds return. These risks are
more pronounced to the extent that the Fund invests a significant amount of its assets in issuers located in one region.
Other Investment Companies Risk. The Fund may invest in the securities of other investment
companies, including ETFs. Investing in an investment company exposes the Fund to all of the risks of that investment companys investments. The Fund, as a holder of the securities of other investment companies, will bear its pro rata
portion of the other investment companies expenses, including advisory fees. These expenses are in addition to the
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direct expenses of the Funds own operations. As a result, the cost of investing in investment company shares may exceed the costs of investing directly in its
underlying investments. In addition, securities of other investment companies may be leveraged. As a result, the Fund may be indirectly exposed to leverage through an investment in such securities and therefore magnify the Funds leverage risk.
With respect to ETFs, an ETF that is based on a specific index may not be able to replicate and maintain exactly the composition and relative weighting of
securities in the index. The value of an ETF based on a specific index is subject to change as the values of its respective component assets fluctuate according to market volatility. ETFs typically rely on a limited pool of authorized participants
to create and redeem shares, and an active trading market for ETF shares may not develop or be maintained. The market value of shares of ETFs and closed-end funds may differ from their NAV.
Preferred and Hybrid Preferred Securities Risk. Preferred and other subordinated securities
rank lower than bonds and other debt instruments in a companys capital structure and therefore will be subject to greater credit risk than those debt instruments. There are various special risks associated with investing in preferred
securities, including:
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Limited Voting Rights Risk. Generally, preferred security holders (such as the Fund) have no voting rights with
respect to the issuing company unless preferred dividends have been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuers board. Generally, once all the
arrearages have been paid, the preferred security holders no longer have voting rights. In the case of certain preferred securities issued by trusts or special purpose entities, holders generally have no voting rights except if a declaration of
default occurs and is continuing. In such an event, preferred security holders generally would have the right to appoint and authorize a trustee to enforce the trusts or special purpose entitys rights as a creditor under the agreement
with its operating company. |
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Special Redemption Rights Risk. In certain circumstances, an issuer of preferred securities may redeem the
securities at par prior to their stated maturity date. For instance, for certain types of preferred securities, a redemption may be triggered by a change in federal income tax or securities laws or regulatory or major corporate action. A redemption
by the issuer may negatively impact the return of the security held by the Fund. |
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Payment Deferral and Omission Risk. Generally, preferred securities may be subject to provisions that
allow an issuer, under certain conditions, to skip (non-cumulative preferred securities) or defer (cumulative preferred securities) distributions for a stated period without
any adverse consequences to the issuer. Non-cumulative preferred securities can defer distributions indefinitely. Cumulative preferred securities typically contain provisions that allow an issuer, at
its discretion, to defer distribution payments for up to 10 years. If the Fund owns a preferred security that is deferring its distribution, the Fund may be required to report income for tax purposes although it has not yet received such income. In
addition, recent changes in bank regulations may increase the likelihood for issuers to defer or omit distributions. |
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Credit and Subordination Risk. Credit risk is the risk that a security in the Funds portfolio will
decline in price or the issuer of the security will fail to make dividend, interest or principal payments when due because the issuer experiences a decline in its financial status. Preferred securities are generally subordinated to bonds and other
debt instruments in a companys capital structure in terms of having priority to corporate income, claims to corporate assets and liquidation payments, and therefore will be subject to greater credit risk than more senior debt instruments.
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Floating Rate
and Fixed-to-Floating Rate Securities Risk. The market value of floating rate securities is a reflection of discounted
expected cash flows based on expectations for future interest rate resets. The market value of such securities may fall in a declining interest rate environment and may also fall in a rising interest rate environment if there is a lag between the
rise in interest rates and the reset. This risk may also be present with respect to fixed-to-floating rate securities in which the Fund may invest. A secondary
risk associated with declining interest rates is the risk that income earned by the Fund on floating rate and fixed-to-floating rate securities may decline due
to lower coupon payments on floating-rate securities. |
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Liquidity Risk. Certain preferred securities may be substantially less liquid than many other securities,
such as U.S. Government securities or common stock. Illiquid securities involve the risk that the securities will not be able to be sold at the time desired by the Fund or at prices approximating the value at which the Fund is carrying the
securities on its books. |
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Regulatory Risk. Issuers of preferred securities may be in industries that are heavily regulated and that
may receive government funding. The value of preferred securities issued by these companies may be affected by changes in government policy, such as increased regulation, ownership restrictions, deregulation or reduced government funding.
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New Types of Securities Risk. From time to time, preferred securities, including hybrid-preferred
securities, have been, and may in the future be, offered having features other than those described herein. The Fund reserves the right to invest in these securities if the Sub-Advisers believe that doing so would be consistent with the
Funds investment objective and policies. Since the market for these instruments would be new, the Fund may have difficulty disposing of them at a suitable price and time. In addition to limited liquidity, these instruments may present other
risks, such as high price volatility. |
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Reinvestment
Risk. Reinvestment risk is the risk that income from the Funds portfolio will decline if and when the Fund invests the proceeds from matured, traded or called securities at market interest rates that
are below the portfolios current earnings rate. A decline in income could affect the common shares market price, NAV and/or a common shareholders overall returns.
Senior Loan Risk. Senior loans typically hold the most senior position in the capital
structure of a business entity, are typically secured with specific collateral and have a claim on the assets and/or stock of the issuer that is senior to that held by subordinated debt holders and stockholders of the issuer. Senior loans are
usually rated below investment grade, and share the same risks of other below investment grade debt instruments.
Although the Fund may invest in senior loans
that are secured by specific collateral, there can be no assurance that the liquidation of such collateral would satisfy an issuers obligation to the Fund in the event of issuer default or that such collateral could be readily liquidated under
such circumstances. If the terms of a senior loan do not require the issuer to pledge additional collateral in the event of a decline in the value of the already pledged collateral, the Fund will be exposed to the risk that the value of the
collateral will not at all times equal or exceed the amount of the issuers obligations under the senior loan.
In the event of bankruptcy of an issuer, the Fund
could also experience delays or limitations with respect to its ability to realize the benefits of any collateral securing a senior loan. Some senior loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar
laws, could subordinate the senior loans to presently existing or future indebtedness of the issuer or take other action detrimental to lenders, including the Fund. Such court action could under certain circumstances include invalidation of senior
loans.
Sovereign Government and Supranational Debt Risk. Investments in sovereign debt,
including supranational debt, involve special risks. Foreign governmental issuers of debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or pay interest when due. In the event of
default, there may be limited or no legal recourse in that, generally, remedies for defaults must be pursued in the courts of the defaulting party. Political conditions, especially a sovereign entitys willingness to meet the terms of its debt
obligations, are of considerable significance. The ability of a foreign sovereign issuer, especially an emerging market country, to make timely payments on its debt obligations will also be strongly influenced by the sovereign issuers balance
of payments, including export performance, its access to international credit facilities and investments, fluctuations of interest rates and the extent of its foreign reserves. A country whose exports are concentrated in a few commodities or whose
economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports. If a sovereign issuer cannot generate sufficient earnings from foreign trade to service its external debt, it
may need to depend on continuing loans and aid from foreign governments, commercial banks, and multinational organizations. The cost of servicing external debt will also generally be adversely affected by rising international interest rates, as many
external debt obligations bear interest at rates which are adjusted based upon international interest rates. Foreign investment in certain sovereign debt is restricted or controlled to varying degrees, including requiring governmental approval for
the repatriation of income, capital or proceeds of sales by foreign investors. There are no bankruptcy proceedings similar to those in the U.S. by which defaulted sovereign debt may be collected.
Swap Transactions Risk. The Fund may enter into derivative instruments such as credit
default swap contracts and interest rate swaps. Like most derivative instruments, the use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities
transactions. In addition, the use of swaps requires an understanding by the investment adviser and/or the sub-adviser of not only the referenced asset, rate or index, but also of the swap itself. If the
investment adviser and/or the sub-adviser is incorrect in its forecasts of default risks, market spreads or other applicable factors or events, the investment performance of the Fund would diminish compared
with what it would have been if these techniques were not used.
Unrated Securities Risk. The Fund may purchase securities that are not rated by any rating organization. Unrated securities determined by the Funds investment adviser to be of comparable quality to rated investments which the Fund may
purchase may pay a higher dividend or interest rate than such rated investments and be subject to a greater risk of illiquidity or price changes. Less public information is typically available about unrated investments or issuers than rated
investments or issuers. Some unrated securities may not have an active trading market or may be difficult to value, which means the Fund might have difficulty selling them promptly at an acceptable price. To the extent that the Fund invests in
unrated securities, the Funds ability to achieve its investment objectives will be more dependent on the investment advisers credit analysis than would be the case when the Fund invests in rated securities.
U.S. Government Securities Risk. U.S. government securities are guaranteed only as to the
timely payment of interest and the payment of principal when held to maturity. Accordingly, the current market values for these securities will fluctuate with changes in interest rates. Securities issued or guaranteed by U.S. government agencies and
instrumentalities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S. government. No assurance can be given that the U.S. government will provide financial support to its agencies and
instrumentalities if it is not obligated by law to do so.
Valuation Risk. The
securities in which the Fund invests typically are valued by a pricing service utilizing a range of market-based inputs and assumptions, including readily available market quotations obtained from broker-dealers making markets in such instruments,
cash flows and transactions for
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comparable instruments. There is no assurance that the Fund will be able to sell a portfolio security at the price established by the pricing service, which could result
in a loss to the Fund. Pricing services generally price securities assuming orderly transactions of an institutional round lot size, but some trades may occur in smaller, odd lot sizes, often at lower prices than
institutional round lot trades. Different pricing services may incorporate different assumptions and inputs into their valuation methodologies, potentially resulting in different values for the same securities. As a result, if the Fund were to
change pricing services, or if the Funds pricing service were to change its valuation methodology, there could be a material impact, either positive or negative, on the Funds NAV.
Warrants and Equity Securities Risk. Investments in warrants and equity securities entail
certain risks in addition to those associated with investments in adjustable rate instruments or other debt instruments. The value of warrants and equity securities may be affected more rapidly, and to a greater extent, by company-specific
developments and general market conditions. These risks may increase fluctuations in the Funds NAV. The Fund may possess material non-public information about an issuer as a result of its ownership of an
adjustable rate instrument or other debt instrument of such issuer. Because of prohibitions on trading in securities of issuers while in possession of such information, the Fund might be unable to enter into a transaction in a security of such an
issuer when it would otherwise be advantageous to do so.
When-Issued and Delayed-Delivery Transactions Risk. The Fund may invest in securities on a when-issued or delayed-delivery basis. When-issued and delayed-delivery transactions may involve an element of risk because no interest accrues on the
securities prior to settlement and, because securities are subject to market fluctuations, the value of the securities at time of delivery may be less (or more) than their cost. A separate account of the Fund will be established with its custodian
consisting of cash equivalents or liquid securities having a market value at all times at least equal to the amount of any delayed payment commitment.
Zero Coupon Bonds Risk. Because interest on zero coupon bonds is not paid on a current basis, the values of zero coupon bonds will be more volatile in response to interest rate
changes than the values of bonds that distribute income regularly. Although zero coupon bonds generate income for accounting purposes, they do not produce cash flow, and thus the Fund could be forced to liquidate securities at an inopportune time in
order to generate cash to distribute to shareholders as required by tax laws.
Fund Level and Other Risks:
Anti-Takeover Provisions. The Funds organizational documents include provisions that
could limit the ability of other entities or persons to acquire control of the Fund or convert the Fund to open-end status. Although the application of the Control Share Acquisition provisions has
currently been suspended, these provisions could have the effect of depriving the common shareholders of opportunities to sell their common shares at a premium over the then-current market price of the common shares.
Borrowing Risk. In addition to borrowing for leverage, the Fund may borrow for temporary or
emergency purposes, to pay dividends, repurchase its shares, or clear portfolio transactions. Borrowing may exaggerate changes in the NAV of the Funds shares and may affect the Funds net income. When the Fund borrows money, it must pay
interest and other fees, which will reduce the Funds returns if such costs exceed the returns on the portfolio securities purchased or retained with such borrowings. Any such borrowings are intended to be temporary. However, under certain
market circumstances, such borrowings might be outstanding for longer periods of time.
Counterparty Risk. Changes in the credit quality of the companies that serve as the Funds counterparties with respect to derivatives or other transactions supported by another partys credit will affect the value of those
instruments. Certain entities that have served as counterparties in the markets for these transactions have incurred or may incur in the future significant financial hardships including bankruptcy and losses as a result of exposure to sub-prime mortgages and other lower-quality credit investments. As a result, such hardships have reduced these entities capital and called into question their continued ability to perform their obligations
under such transactions. By using such derivatives or other transactions, the Fund assumes the risk that its counterparties could experience similar financial hardships. In the event of the insolvency of a counterparty, the Fund may sustain losses
or be unable to liquidate a derivatives position.
Cybersecurity Risk. The Fund
and its service providers are susceptible to operational and information security risk resulting from cyber incidents. Cyber incidents refer to both intentional attacks and unintentional events including: processing errors, human errors, technical
errors including computer glitches and system malfunctions, inadequate or failed internal or external processes, market-wide technical-related disruptions, unauthorized access to digital systems (through hacking or malicious software
coding), computer viruses, and cyber-attacks which shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality (including denial of service attacks). Cyber incidents could adversely impact the Fund
and cause the Fund to incur financial loss and expense, as well as face exposure to regulatory penalties, reputational damage, and additional compliance costs associated with corrective measures. In addition, substantial costs may be incurred in
order to prevent any cyber incidents in the future. Furthermore, the Fund cannot control the cybersecurity plans and systems put in place by its service providers or any other third parties whose operations may affect the Fund.
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Global Economic
Risk. National and regional economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country, region or market might adversely
impact issuers in a different country, region or market. Changes in legal, political, regulatory, tax and economic conditions may cause fluctuations in markets and securities prices around the world, which could negatively impact the value of the
Funds investments. Major economic or political disruptions, particularly in large economies like Chinas, may have global negative economic and market repercussions. Additionally, the aftermath of the war in Iraq, instability in
Afghanistan, Pakistan, Egypt, Libya, Syria, Russia, Ukraine and the Middle East, and environmental disasters and the spread of infectious illnesses or other public health emergencies, possible terrorist attacks in the United States and around the
world, continued tensions between North Korea and the United States and the international community generally, growing social and political discord in the United States, the European debt crisis, the response of the international community
through economic sanctions and otherwise further downgrade of U.S. government securities, the change in the U.S. president and the new administration and other similar events may adversely affect the global economy and the markets and issuers
in which the Fund invests. Recent examples of such events include the outbreak of a novel coronavirus known as COVID-19 that was first detected in China in December 2019 and heightened concerns regarding North
Koreas nuclear weapons and long-range ballistic missile programs. These events could reduce consumer demand or economic output, result in market closure, travel restrictions or quarantines, and generally have a significant impact on the
economy. These events could also impair the information technology and other operational systems upon which the Funds service providers, including the investment adviser and sub-adviser, rely, and could
otherwise disrupt the ability of employees of the Funds service providers to perform essential tasks on behalf of the Fund. Governmental and quasi-governmental authorities and regulators throughout the world have in the past responded to major
economic disruptions with a variety of significant fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs and dramatically lower interest rates. An unexpected or quick
reversal of these policies, or the ineffectiveness of these policies, could increase volatility in securities markets, which could adversely affect the Funds investments.
In late February 2022, Russia launched a large scale military attack on Ukraine. The invasion significantly amplified already existing geopolitical tensions among Russia,
Ukraine, Europe, North Atlantic Treaty Organization and the West, including the U.S. The military attack may have an adverse impact on the Funds investments in Ukraine or Russia and Ukrainian or Russian companies. In response to the military
action by Russia, various countries, including the U.S., the United Kingdom, and European Union issued broad-ranging economic sanctions against Russia. Such sanctions included, among other things, a prohibition on doing business with certain Russian
companies, large financial institutions, officials and oligarchs; a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications (SWIFT),
the electronic banking network that connects banks globally; and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. Additional sanctions may be imposed in the future. Such sanctions (and any future
sanctions) and other actions against Russia may adversely impact, among other things, the Russian economy and various sectors of the economy, including but not limited to, financials, energy, metals and mining, engineering and defense and
defense-related materials sectors; result in a decline in the value and liquidity of Russian securities; result in boycotts, tariffs, and purchasing and financing restrictions on Russias government, companies and certain individuals; weaken
the value of the ruble; downgrade the countrys credit rating; freeze Russian securities and/or funds invested in prohibited assets and impair the ability to trade in Russian securities and/or other assets; and have other adverse consequences
on the Russian government, economy, companies and region. Further, several large corporations and U.S. states have announced plans to divest interests or otherwise curtail business dealings with certain Russian businesses.
The ramifications of the hostilities and sanctions, however, may not be limited to Russia, Ukraine and Russian and Ukrainian companies but may spill over to and
negatively impact other regional and global economic markets (including Europe and the United States), companies in other countries (particularly those that have done business with Russia and Ukraine) and on various sectors, industries and markets
for securities and commodities globally, such as oil and natural gas. Accordingly, the actions discussed above and the potential for a wider conflict could increase financial market volatility, cause severe negative effects on regional and global
economic markets, industries, and companies and have a negative effect on your Funds investments and performance beyond any direct exposure to Russian and Ukrainian issuers or those of adjoining geographic regions. In addition, Russia may take
retaliatory actions and other countermeasures, including cyberattacks and espionage against other countries and companies around the world, which may negatively impact such countries and the companies in which the Fund invests.
The extent and duration of the military action or future escalation of such hostilities, the extent and impact of existing and future sanctions, market disruptions and
volatility, and the result of any diplomatic negotiations cannot be predicted. These and any related events could have a significant impact on Fund performance and the value of an investment in the Fund, particularly with respect to Russian and
Ukrainian exposure.
Investment and Market Risk. An investment in the Funds common
shares is subject to investment risk, including the possible loss of the entire principal amount that you invest. Common shares frequently trade at a discount to their NAV. An investment in common shares represents an indirect investment in the
securities owned by the Fund. Common shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions.
Legislation and Regulatory Risk. At any time after the date of this report, legislation or
additional regulations may be enacted that could negatively affect the assets of the Fund, securities held by the Fund or the issuers of such securities. Fund shareholders may incur increased costs resulting from such
127
Shareholder Update (continued)
(Unaudited)
legislation or additional regulation. There can be no assurance that future legislation, regulation or deregulation will not have a material adverse effect on the Fund or
will not impair the ability of the Fund to achieve its investment objectives.
Leverage Risk. The use of leverage creates special risks for common shareholders, including potential interest rate risks and the likelihood of greater volatility of NAV and market price of, and distributions on, the common shares. The
use of leverage in a declining market will likely cause a greater decline in the Funds NAV, which may result at a greater decline of the common share price, than if the Fund were not to have used leverage.
The Fund will pay (and common shareholders will bear) any costs and expenses relating to the Funds use of leverage, which will result in a reduction in the
Funds NAV. The investment adviser may, based on its assessment of market conditions and composition of the Funds holdings, increase or decrease the amount of leverage. Such changes may impact the Funds distributions and the price
of the common shares in the secondary market.
The Fund may seek to refinance its leverage over time, in the ordinary course, as current forms of leverage mature or
it is otherwise desirable to refinance; however, the form that such leverage will take cannot be predicted at this time. If the Fund is unable to replace existing leverage on comparable terms, its costs of leverage will increase. Accordingly, there
is no assurance that the use of leverage may result in a higher yield or return to common shareholders.
The amount of fees paid to the investment adviser and the sub-advisor for investment advisory services will be higher if the Fund uses leverage because the fees will be calculated based on the Funds Managed Assets this may create an incentive for the
investment adviser and the sub-advisor to leverage the Fund or increase the Funds leverage.
Limited Term Risk. Because the assets of the Fund will be liquidated in connection with its termination, the Fund may be required to sell portfolio securities when it otherwise
would not, including at times when market conditions are not favorable, which may cause the Fund to lose money. The Funds investment objectives and policies are not designed to return to investors who purchase common shares in this offering
their initial investment on the termination date. When terminated, the Funds distributions will be based upon the Funds NAV at the end of the term and such initial investors and any investors that purchase common shares after the
completion of this offering may receive more or less than their original investment upon termination.
Market Discount from
Net Asset Value. Shares of closed-end investment companies like the Fund frequently trade at prices lower than their NAV. This characteristic is a risk separate and
distinct from the risk that the Funds NAV could decrease as a result of investment activities. Whether investors will realize gains or losses upon the sale of the common shares will depend not upon the Funds NAV but entirely upon whether
the market price of the common shares at the time of sale is above or below the investors purchase price for the common shares. Furthermore, management may have difficulty meeting the Funds investment objectives and managing its
portfolio when the underlying securities are redeemed or sold during periods of market turmoil and as investors perceptions regarding closed-end funds or their underlying investments change. Because the
market price of the common shares will be determined by factors such as relative supply of and demand for the common shares in the market, general market and economic circumstances, and other factors beyond the control of the Fund, the Fund cannot
predict whether the common shares will trade at, below or above NAV. The common shares are designed primarily for long-term investors, and you should not view the Fund as a vehicle for short-term trading purposes.
Recent Market Conditions. In response to the financial crisis and recent market events, the
United States and other governments and the Federal Reserve and certain foreign central banks have taken steps to support financial markets. Policy and legislative changes by the United States government and the Federal Reserve to assist in the
ongoing support of financial markets, both domestically and in other countries, are changing many aspects of financial regulation. The impact of these changes on the markets, and the practical implications for market participants, may not be fully
known for some time. In some countries where economic conditions are recovering, such countries are nevertheless perceived as still fragile. Withdrawal of government support, failure of efforts in response to the crisis, or investor perception that
such efforts are not succeeding, could adversely impact the value and liquidity of certain investments. The severity or duration of adverse economic conditions may also be affected by policy changes made by governments or quasigovernmental
organizations, including changes in tax laws and the imposition of trade barriers. The impact of new financial regulation legislation on the markets and the practical implications for market participants may not be fully known for some time. Changes
to the Federal Reserve policy, including with respect to certain interest rates, may affect the value, volatility and liquidity of dividend and interest paying securities. Regulatory changes are causing some financial services companies to exit
long-standing lines of business, resulting in dislocations for other market participants. The U.S. government has recently reduced the federal corporate income tax rate, and future legislative, regulatory and policy changes may result in more
restrictions on international trade, less stringent prudential regulation of certain players in the financial markets, and significant new investments in infrastructure and national defense. Markets may react strongly to expectations about the
changes in these policies, which could increase volatility, especially if the markets expectations for changes in government policies are not borne out.
Changes in market conditions will not have the same impact on all types of investments. Interest rates have been unusually low in recent years in the United States and
abroad but there is consensus that interest rates will increase during the life of the Fund, which could negatively impact the price of debt securities. Because there is little precedent for this situation, it is difficult to predict the impact of a
significant rate increase on various markets. In addition, there is a risk that the prices of goods and services in the United States and many foreign economies may decline over time, known as deflation (the opposite of inflation). Deflation may
have an adverse effect on stock prices and creditworthiness and may make defaults on debt more likely. If a countrys economy slips into a deflationary pattern, it could last for a prolonged period and may be difficult to reverse.
128
On June 23, 2016, the United Kingdom
(UK) held a referendum on whether to remain a member state of the European Union (EU), in which voters favored the UKs withdrawal from the EU, an event widely referred to as Brexit and which triggered a two-year period of negotiations on the terms of withdrawal. The formal notification to the European Council required under Article 50 of the Treaty on EU was made on March 29, 2017, following which the terms of
exit were negotiated. On January 31, 2020, the UK formally withdrew from the EU and the two sides entered into a transition phase, where the UK effectively remained in the EU from an economic perspective, but no longer had any political
representation in the EU parliament. The transition period concluded on December 31, 2020, and EU law no longer applies in the UK. On December 30, 2020, the UK and EU signed an EU-UK Trade and
Cooperation Agreement (UK/EU Trade Agreement), which went into effect on January 1, 2021 and sets out the foundation of the economic and legal framework for trade between the UK and EU. As the UK/EU Trade Agreement is a new legal
framework, the implementation of the UK/EU Trade Agreement may result in uncertainty in its application and periods of volatility in both the UK and wider European markets. The longer term economic, legal, political and social framework to be put in
place between the UK and the EU are unclear at this stage, remain subject to negotiation and are likely to lead to ongoing political and economic uncertainty and periods of exacerbated volatility in both the UK and in wider European markets for some
time. The outcomes may cause increased volatility and have a significant adverse impact on world financial markets, other international trade agreements, and the UK and European economies, as well as the broader global economy for some time.
Additionally, a number of countries in Europe have suffered terror attacks, and additional attacks may occur in the future. Ukraine has experienced ongoing military conflict, most recently in February 2022 when Russia invaded Ukraine; this conflict
may expand and military attacks could occur elsewhere in Europe. Europe has also been struggling with mass migration from the Middle East and Africa. The ultimate effects of these events and other socio-political or geographical issues are not known
but could profoundly affect global economies and markets.
The ongoing trade war between China and the United States, including the imposition of tariffs by each
country has recently imposed tariffs on the other countrys products, has created a tense political environment. These actions may trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial
price reductions of goods and possible failure of individual companies and/or large segments of Chinas export industry, which could have a negative impact on the Funds performance. U.S. companies that source material and goods from China
and those that make large amounts of sales in China would be particularly vulnerable to an escalation of trade tensions. Uncertainty regarding the outcome of the trade tensions and the potential for a trade war could cause the U.S. dollar to decline
against safe haven currencies, such as the Japanese yen and the euro. Events such as these and their consequences are difficult to predict and it is unclear whether further tariffs may be imposed or other escalating actions may be taken in the
future.
The impact of these developments in the near- and long-term is unknown and could have additional adverse effects on economies, financial markets and asset
valuations around the world.
Reverse Repurchase Agreement Risk. A reverse repurchase
agreement, in economic essence, constitutes a securitized borrowing by the Fund from the security purchaser. The Fund may enter into reverse repurchase agreements for the purpose of creating a leveraged investment exposure and, as such, their usage
involves essentially the same risks associated with a leveraging strategy generally since the proceeds from these agreements may be invested in additional portfolio securities. Reverse repurchase agreements tend to be short-term in tenor, and there
can be no assurances that the purchaser (lender) will commit to extend or roll a given agreement upon its agreed-upon repurchase date or an alternative purchaser can be identified on similar terms. Reverse repurchase agreements also
involve the risk that the purchaser fails to return the securities as agreed upon, files for bankruptcy or becomes insolvent. The Fund may be restricted from taking normal portfolio actions during such time, could be subject to loss to the extent
that the proceeds of the agreement are less than the value of securities subject to the agreement and may experience adverse tax consequences.
Tax Risk. The Fund has elected to be treated and intends to qualify each year as a Regulated Investment Company (RIC) under the Internal Revenue Code of 1986, as
amended (the Code). As a RIC, the Fund is not expected to be subject to U.S. federal income tax to the extent that it distributes its investment company taxable income and net capital gains. To qualify for the special tax treatment
available to a RIC, the Fund must comply with certain investment, distribution, and diversification requirements. Under certain circumstances, the Fund may be forced to sell certain assets when it is not advantageous in order to meet these
requirements, which may reduce the Funds overall return. If the Fund fails to meet any of these requirements, subject to the opportunity to cure such failures under applicable provisions of the Code, the Funds income would be subject to
a double level of U.S. federal income tax. The Funds income, including its net capital gain, would first be subject to U.S. federal income tax at regular corporate rates, even if such income were distributed to shareholders and, second, all
distributions by the Fund from earnings and profits, including distributions of net capital gain (if any), would be taxable to shareholders as dividends.
129
Shareholder Update (continued)
(Unaudited)
EFFECTS OF LEVERAGE
The following table is furnished in response to
requirements of the SEC. It is designed to illustrate the effects of leverage through the use of senior securities, as that term is defined under Section 18 of the 1940 Act, as well as certain other forms of leverage, such as reverse repurchase
agreements, on common share total return, assuming investment portfolio total returns (consisting of income and changes in the value of investments held in the Funds portfolio) of -10%, -5%, 0%, 5% and 10%. The table below reflects each Funds (i) continued use of leverage as of July 31, 2022 as a percentage of Managed Assets (including assets attributable to such leverage), (ii) the
estimated annual effective interest expense rate payable by the Funds on such instruments (based on actual leverage costs incurred during the fiscal year ended July 31, 2022) as set forth in the table, and (iii) the annual return that the
Funds portfolio must experience (net of expenses) in order to cover such costs of leverage based on such estimated annual effective interest expense rate. The information below does not reflect any Funds use of certain other forms of
economic leverage achieved through the use of certain derivative instruments.
The numbers are merely estimates, used for illustration. The costs of leverage may vary
frequently and may be significantly higher or lower than the estimated rate. The assumed investment portfolio returns in the table below are hypothetical figures and are not necessarily indicative of the investment portfolio returns experienced or
expected to be experienced by the Funds. Your actual returns may be greater or less than those appearing below.
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Nuveen Preferred & Income Opportunities Fund
(JPC) |
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Nuveen Preferred and Income Term Fund (JPI) |
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Nuveen Preferred & Income Securities Fund (JPS) |
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Nuveen Preferred and Income Fund (JPT) |
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Nuveen Variable Rate Preferred & Income Fund (NPFD) |
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Estimated Leverage as a Percentage of Managed Assets (Including
Assets Attributable to Leverage) |
|
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37.28% |
|
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36.72% |
|
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38.09% |
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33.59% |
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36.46% |
|
Estimated Annual Effective Leverage Expense Rate Payable by Fund on
Leverage |
|
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1.22% |
|
|
|
1.25% |
|
|
|
1.23% |
|
|
|
1.19% |
|
|
|
1.59% |
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Annual Return Fund Portfolio Must Experience (net of expenses) to
Cover Estimated Annual Effective Interest Expense Rate on Leverage |
|
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0.45% |
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0.46% |
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|
0.47% |
|
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|
0.40% |
|
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|
0.58% |
|
Common Share Total Return for (10.00)% Assumed Portfolio Total
Return |
|
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-16.67% |
|
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-16.53% |
|
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-16.91% |
|
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-15.66% |
|
|
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-16.65% |
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Common Share Total Return for (5.00)% Assumed Portfolio Total
Return |
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-8.69% |
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-8.63% |
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-8.83% |
|
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-8.13% |
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-8.78% |
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Common Share Total Return for 0.00% Assumed Portfolio Total
Return |
|
|
-0.72% |
|
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-0.72% |
|
|
|
-0.76% |
|
|
|
-0.60% |
|
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-0.91% |
|
Common Share Total Return for 5.00% Assumed Portfolio Total
Return |
|
|
7.25% |
|
|
|
7.18% |
|
|
|
7.32% |
|
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|
6.93% |
|
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|
6.96% |
|
Common Share Total Return for 10.00% Assumed Portfolio Total
Return |
|
|
15.22% |
|
|
|
15.08% |
|
|
|
15.40% |
|
|
|
14.46% |
|
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|
14.83% |
|
Common Share total return is composed of two elements the distributions paid by the Fund to holders of common shares (the amount of
which is largely determined by the net investment income of the Fund after paying dividend payments on any preferred shares issued by the Fund and expenses on any forms of leverage outstanding) and gains or losses on the value of the securities and
other instruments the Fund owns. As required by SEC rules, the table assumes that the Funds are more likely to suffer capital losses than to enjoy capital appreciation. For example, to assume a total return of 0%, the Fund must assume that the
income it receives on its investments is entirely offset by losses in the value of those investments. This table reflects hypothetical performance of the Funds portfolio and not the actual performance of the Funds common shares, the
value of which is determined by market forces and other factors. Should the Fund elect to add additional leverage to its portfolio, any benefits of such additional leverage cannot be fully achieved until the proceeds resulting from the use of such
leverage have been received by the Fund and invested in accordance with the Funds investment objectives and policies. As noted above, the Funds willingness to use additional leverage, and the extent to which leverage is used at any time,
will depend on many factors.
130
DIVIDEND REINVESTMENT PLAN
Nuveen Closed-End Funds Automatic Reinvestment Plan
Your Nuveen Closed-End Fund allows you to conveniently reinvest distributions in additional Fund shares. By choosing to reinvest,
youll be able to invest money regularly and automatically, and watch your investment grow through the power of compounding. Just like distributions in cash, there may be times when income or capital gains taxes may be payable on distributions
that are reinvested. It is important to note that an automatic reinvestment plan does not ensure a profit, nor does it protect you against loss in a declining market.
Easy and convenient
To make recordkeeping easy and convenient, each quarter
youll receive a statement showing your total distributions, the date of investment, the shares acquired and the price per share, and the total number of shares you own.
How shares are purchased
The shares you acquire by reinvesting will either be
purchased on the open market or newly issued by the Fund. If the shares are trading at or above NAV at the time of valuation, the Fund will issue new shares at the greater of the NAV or 95% of the then-current market price. If the shares are trading
at less than NAV, shares for your account will be purchased on the open market. If Computershare Trust Company, N.A. (the Plan Agent) begins purchasing Fund shares on the open market while shares are trading below NAV, but the
Funds shares subsequently trade at or above their NAV before the Plan Agent is able to complete its purchases, the Plan Agent may cease open-market purchases and may invest the uninvested portion of the distribution in newly-issued Fund shares
at a price equal to the greater of the shares NAV or 95% of the shares market value on the last business day immediately prior to the purchase date. Distributions received to purchase shares in the open market will normally be invested
shortly after the distribution payment date. No interest will be paid on distributions awaiting reinvestment. Because the market price of the shares may increase before purchases are completed, the average purchase price per share may exceed the
market price at the time of valuation, resulting in the acquisition of fewer shares than if the distribution had been paid in shares issued by the Fund. A pro rata portion of any applicable brokerage commissions on open market purchases will be paid
by Dividend Reinvestment Plan (the Plan) participants. These commissions usually will be lower than those charged on individual transactions.
Flexible
You may change your distribution option or withdraw from the Plan at
any time, should your needs or situation change. You can reinvest whether your shares are registered in your name, or in the name of a brokerage firm, bank, or other nominee. Ask your investment advisor if his or her firm will participate on your
behalf. Participants whose shares are registered in the name of one firm may not be able to transfer the shares to another firm and continue to participate in the Plan. The Fund reserves the right to amend or terminate the Plan at any time. Although
the Fund reserves the right to amend the Plan to include a service charge payable by the participants, there is no direct service charge to participants in the Plan at this time.
Call today to start reinvesting distributions
For more information on the
Nuveen Automatic Reinvestment Plan or to enroll in or withdraw from the Plan, speak with your financial professional or call us at (800) 257-8787.
131
Shareholder Update (continued)
(Unaudited)
CHANGES OCCURRING DURING THE FISCAL YEAR
The following information in this
annual report is a summary of certain changes during the most recent fiscal year. This information may not reflect all of the changes that have occurred since you purchased shares of a Fund.
During the most recent fiscal year, there have been no changes to: (i) the Funds investment objectives and principal investment policies that have not been
approved by shareholders, (ii) the principal risks of the Fund, (iii) the portfolio managers of the Funds; (iv) a Funds charter or by-laws that would delay or prevent a change of control
of the Fund that have not been approved by shareholders except as follows:
Changes to Investment
Sub-Adviser
The Board of Trustees of Nuveen Preferred & Income Opportunities Fund (JPC) approved the
termination by the Funds investment adviser, Nuveen Fund Advisors, LLC, of its sub-advisory agreement with NWQ Investment Management Company, LLC (NWQ) with respect to the Fund,
effective December 31, 2021. The termination was approved in connection with the transfer of investment management personnel from NWQ into its affiliate, Nuveen Asset Management, LLC (Nuveen Asset Management), also a sub-adviser to the Fund, which occured on December 31, 2021. On that date, any Fund assets managed by NWQ were reallocated to Nuveen Asset Management, with the NWQ personnel who currently serve as
portfolio managers continuing to do so as Nuveen Asset Management personnel.
The terms of Nuveen Asset Managements
existing sub-advisory agreement with respect to the Fund are substantially identical to the terms of NWQs sub-advisory agreement. As such, this
change will have no impact on the Funds fees, nor will it impact the Funds investment objectives or policies. Policies that apply only to a particular sub-adviser will not be
impacted and will continue to apply only to those portfolio managers subject to such policies prior to the termination of NWQ on December 31, 2021. For example, the Funds policy to invest up to 5% of the portion of its portfolio managed
by Nuveen Asset Management in preferred securities issued by companies located in emerging market countries continue to apply only to those portfolio managers employed by Nuveen Asset Management prior to the termination of NWQ and will not impact
those portfolio managers previously employed by NWQ who will serve as Nuveen Asset Management personnel beginning December 31, 2021.
Changes to Portfolio Managers
Effective April 1,
2022, Thomas J. Ray and Susi Budiman will no longer co-manage the Nuveen Preferred & Income Opportunities Fund (JPC) with Douglas Baker and Brenda A. Langenfeld. Mr. Baker and
Ms. Langenfeld will assume sole responsibility for the portfolio management of the Fund.
Changes to Investment Policies
Effective April 1, 2022, the Nuveen Preferred & Income Opportunities Fund (JPC) clarified its policy related to the percentage of the Funds portfolio
that may be invested in preferred securities issued by companies located in emerging market countries. Accordingly, each such reference to this policy, is hereby deleted in its entirety and replaced with the following sentence:
The Fund may invest up to 5% of its Managed Assets in preferred securities issued by companies located in emerging market countries.
Effective February 28, 2022, the Nuveen Preferred & Income Fund (JPT) amended its investment policies to permit investment in contingent capital securities
(CoCos). The following investment policy now states:
The Fund will invest at least 80% of its Assets (as defined below) in preferred
securities and other income producing securities, including hybrid securities such as contingent capital securities (sometimes referred to as CoCos).
Additionally, the following investment policy was removed from JPT effective February 28, 2022:
The Fund will not invest, either directly or indirectly through derivatives, in contingent capital securities.
Principal Risks
The following principal risk has been
added for the Nuveen Preferred & Income Fund (JPT):
Contingent Capital Securities (CoCos)
Risk. A loss absorption mechanism trigger event for CoCos would likely be the result of, or related to, the deterioration of the issuers financial condition (e.g., a decrease in the issuers
capital ratio) and status as a going concern. In such a case, with respect to CoCos that provide for conversion into common stock upon the occurrence of the trigger event, the market price of the issuers common stock received by the Fund will
have likely declined, perhaps substantially, and may continue to decline, which may adversely affect the Funds NAV. Further, the issuers common stock would be subordinate to the issuers other classes of securities and therefore
would worsen the Funds standing in a bankruptcy proceeding. In addition, because the common stock of the issuer may not pay a dividend, investors in these instruments could experience a reduced income rate, potentially to zero. In view of the
foregoing, CoCos are often rated below investment grade and are subject to the risks of below investment grade securities.
132
CoCos may be subject to an automatic
write-down (i.e., the automatic write-down of the principal amount or value of the securities, potentially to zero, and the cancellation of the securities) under certain circumstances, which could result in the Fund losing a portion or all of its
investment in such securities. In addition, the Fund may not have any rights with respect to repayment of the principal amount of the securities that has not become due or the payment of interest or dividends on such securities for any period from
(and including) the interest or dividend payment date falling immediately prior to the occurrence of such automatic write-down. An automatic write-down could also result in a reduced income rate if the dividend or interest payment is based on the
securitys par value. Coupon payments on CoCos may be discretionary and may be cancelled by the issuer for any reason or may be subject to approval by the issuers regulator and may be suspended in the event there are insufficient
distributable reserves.
In certain scenarios, investors in CoCos may suffer a loss of capital ahead of equity holders or when equity holders do not.
There is no guarantee that the Fund will receive a return of principal on CoCos. Any indication that an automatic write-down or conversion event may occur can be expected to have a material adverse effect on the market price of CoCos.
The prices of CoCos may be volatile. Additionally, the trading behavior of a given issuers CoCo may be strongly impacted by the trading behavior of
other issuers CoCos, such that negative information from an unrelated CoCo may cause a decline in value of one or more CoCos held by afund. Accordingly, the trading behavior of CoCos may not follow the trading behavior of other similarly
structured securities.
CoCos are issued primarily by financial institutions. Therefore, CoCos present substantially increased risks at times of
financial turmoil, which could affect financial institutions more than companies in other sectors and industries.
The following principal risk has been removed for
the Nuveen Preferred & Income Fund (JPT):
Limited Term Risk.
Because the assets of the Fund will be liquidated in connection with its termination, the Fund may be required to sell portfolio securities when it otherwise would not, including at times when market conditions are not favorable, which may cause the
Fund to lose money. The Funds investment objectives and policies are not designed to return to investors who purchase common shares in this offering their initial investment on the termination date. When terminated, the Funds
distributions will be based upon the Funds NAV at the end of the term and such initial investors and any investors that purchase common shares after the completion of this offering may receive more or less than their original investment upon
termination.
The following principal risks have been added for the Nuveen Preferred & Income Opportunities Fund (JPC), Nuveen Preferred &
Income Term Fund (JPI), Nuveen Preferred & Income Securities Fund (JPS), Nuveen Preferred & Income Fund (JPT) and the Nuveen Variable Rate Preferred & Income Fund (JQC):
Inflation Correlation Risk. Although the values of certain of the
Funds investments are generally linked or correlated to the rate of inflation, there is no guarantee that such investments will provide any protection against the impact of inflation. In addition, while these investments are expected to be
protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in their value. Further, when inflation and expectations of inflation are low or declining, the Funds positions in such investments are
likely to underperform the overall stock markets.
LIBOR Floor
Risk. Many floating rate loans issued after 2008 include a LIBOR floor, based on LIBOR, or a minimum interest rate to which the loans spread is added, to calculate the loans overall
interest rate. As short-term market rates rise, such loans will not pay higher interest until prevailing rates exceed the floor rate stated in the loan documents.
Developments Regarding the Funds Control Share By-Law
On October 5, 2020, the Nuveen Preferred & Income Opportunities Fund, Nuveen Preferred & Income Term Fund, Nuveen Preferred & Income
Securities Fund, Nuveen Preferred & Income Fund and the Nuveen Variable Rate Preferred & Income Fund (each a Fund and collectively the Funds) and certain other
closed-end funds in the Nuveen fund complex amended their by-laws. Among other things, the amended by-laws included provisions
pursuant to which, in summary, a shareholder who obtains beneficial ownership of common shares in a Control Share Acquisition (as defined in the by-laws) shall have the same voting rights as other common
shareholders only to the extent authorized by the other disinterested shareholders (the Control Share By-Law). On January 14, 2021, a shareholder of certain Nuveen closed-end funds filed a civil complaint in the U.S. District Court for the Southern District of New York (the District Court) against certain Nuveen funds and their trustees, seeking a declaration that
such funds Control Share By-Laws violate the 1940 Act, rescission of such funds Control Share By-Laws and a permanent injunction against such funds applying
the Control Share By-Laws. On February 18, 2022, the District Court granted judgment in favor of the plaintiffs claim for rescission of such funds Control Share
By-Laws and the plaintiffs declaratory judgment claim, and declared that such funds Control Share By-Laws violate Section 18(i) of the 1940 Act.
Following review of the judgment of the District Court, on February 22, 2022, the Board amended the Funds bylaws to provide that the Funds Control Share By-Law shall be of no force and effect
for so long as the judgment of the District Court is effective and that if the judgment of the District Court is reversed, overturned, vacated, stayed, or otherwise nullified, the Funds Control Share
By-Law will be automatically reinstated and apply to any beneficial owner of common shares acquired in a Control Share Acquisition, regardless of whether such Control Share Acquisition occurs before or after
such reinstatement, for the duration of the stay or upon issuance of the mandate reversing, overturning, vacating or otherwise nullifying the judgment of the District Court. On February 25, 2022, the Board and the Funds appealed the District
Courts decision to the U.S. Court of Appeals for the Second Circuit.
133
Shareholder Update (continued)
(Unaudited)
Fund Restructuring for Nuveen Preferred and Income Fund (JPT)
On January 19, 2022, shareholders of Nuveen Preferred and Income Fund (JPT) approved a proposal to restructure the fund (the restructuring). The
restructuring allowed shareholders the opportunity to maintain their investment in JPT and its exposure to a leveraged strategy focused on preferred and other income producing securities in lieu of the scheduled termination of the fund. The
effectiveness of the restructuring was contingent on the success of the funds tender offer.
On January 20, 2022, JPT conducted a tender offer, which
allowed shareholders to offer up to 100% of their shares for repurchase for cash at a price per share equal to 100% of the NAV per share determined on the date the tender offer expired.
JPTs tender offer expired on February 17, 2022. In the tender offer 2,454,617 shares were tendered, representing approximately 36% of JPTs common shares
outstanding. Properly tendered shares were repurchased at $23.2613 per share, which was the NAV of the fund as of the close of ordinary trading on the New York Stock Exchange on February 17, 2022.
As a result of the successful completion of the tender offer, the restructuring of the JPT was completed and on February 28, 2022 the following changes became
effective.
|
|
|
JPTs declaration of trust was amended to eliminate the term of the fund. |
|
|
|
JPTs investment policies were amended to permit investment in contingent capital securities (sometimes referred to as
CoCos). |
|
|
|
JPTs name changed to Nuveen Preferred and Income Fund. |
|
|
|
Nuveen Fund Advisors, LLC, the investment adviser to the fund, will waive 50% of the funds net management fees
beginning February 28, 2022, and continuing over the first year following the elimination of the term. |
More details about JPTs
restructuring is available on www.nuveen.com/cef.
134
UPDATED DISCLOSURES FOR FUNDS WITH AN EFFECTIVE
SHELF OFFERING REGISTRATION STATEMENT
The following includes additional disclosures for the Funds in this annual report with an effective shelf offering
registration statement as of the fiscal year ended July 31, 2022.
NUVEEN PREFERRED & INCOME OPPORTUNITIES FUND (JPC)
NUVEEN PREFERRED & INCOME SECURITIES FUND (JPS)
SUMMARY OF FUND EXPENSES
The purpose of the tables and the examples below are
to help you understand all fees and expenses that you, as a common shareholder, would bear directly or indirectly. The tables show the expenses of the Fund as a percentage of the average net assets attributable to Common Shares and not as a
percentage of total assets or managed assets.
|
|
|
|
|
|
|
|
|
Shareholder Transaction Expenses |
|
Nuveen Preferred & Income Opportunities Fund (JPC) |
|
|
Nuveen Preferred & Income Securities
Fund (JPS) |
|
Maximum Sales Charge (as a percentage of offering price) (1) |
|
|
4.00% |
|
|
|
4.00% |
|
Dividend Reinvestment Plan Fees (2) |
|
$ |
2.50 |
|
|
$ |
2.50 |
|
(1) |
A maximum sales charge of 4.00% applies only to offerings pursuant to a syndicated underwriting. The maximum sales charge
for offerings made at-the-market is 1.00%. There is no sales charge for offerings pursuant to a private transaction. |
(2) |
You will be charged a $2.50 service charge and pay brokerage charges if you direct ComputerShare Inc. and ComputerShare
Trust Company, N.A., as agent for the common shareholders, to sell your Common Shares held in a dividend reinvestment account. |
|
|
|
|
|
|
|
|
|
|
|
As a Percentage of Net Assets Attributable to Common Shares (1) |
|
Annual Expenses |
|
Nuveen Preferred & Income Opportunities Fund (JPC) |
|
|
Nuveen Preferred & Income Securities
Fund (JPS) |
|
Management Fees |
|
|
1.28% |
|
|
|
1.26% |
|
Interest and Other Related Expenses (2) |
|
|
0.72% |
|
|
|
0.73% |
|
Other Expenses (3) |
|
|
0.06% |
|
|
|
0.07% |
|
Total Annual Expenses |
|
|
2.06% |
|
|
|
2.06% |
|
(1) |
Stated as percentages of average net assets attributable to Common Shares for the fiscal year ended July 31, 2022.
|
(2) |
Interest and Other Related Expenses reflect actual expenses and fees for leverage incurred by a Fund for the fiscal year
ended July 31, 2022. The types of leverage used by each Fund during the fiscal year ended July 31, 2022 are described in the Fund Leverage and the Notes to Financial Statements (Note 4 Portfolio Securities and Investments in Derivatives,
Portfolio Securities; Note 5 Fund Shares, Preferred Shares; and Note 9 Borrowing Arrangements and Reverse Repurchase Agreements) sections of this annual report. Actual Interest and Other Related Expenses incurred in the future may be
higher or lower. If short-term market interest rates rise in the future, and if a Fund continues to maintain leverage the cost of which is tied to short-term interest rates, a Funds interest expenses on its short-term borrowings can be
expected to rise in tandem. A Funds use of leverage will increase the amount of management fees paid to the Funds adviser and sub-advisor(s). |
(3) |
Other Expenses are based on estimated amounts for the current fiscal year. Expenses attributable to the Funds
investments, if any, in other investment companies are currently estimated not to exceed 0.01%. |
Examples
The following examples illustrate the expenses, including the applicable transaction fees (referred to as the Maximum Sales Charge in the Shareholder
Transaction Expenses table above), if any, that a common shareholder would pay on a $1,000 investment that is held for the time periods provided in the tables. Each example assumes that all dividends and other distributions are reinvested in the
Fund and that the Funds Annual Expenses, as provided above, remain the same. The examples also assume a 5% annual return. Actual expenses may be greater or less than those assumed. Moreover, the Funds actual rate of return may be greater
or less than the hypothetical 5% return shown in the examples.
135
Shareholder Update (continued)
(Unaudited)
Example # 1 (At-the-Market Transaction)
The following example assumes a transaction fee of 1.00%, as a percentage of the offering price.
|
|
|
|
|
|
|
|
|
|
|
Nuveen Preferred & Income Opportunities Fund (JPC) |
|
|
Nuveen Preferred & Income Securities
Fund (JPS) |
|
1 Year |
|
$ |
31 |
|
|
$ |
31 |
|
3 Years |
|
$ |
74 |
|
|
$ |
74 |
|
5 Years |
|
$ |
120 |
|
|
$ |
120 |
|
10 Years |
|
$ |
247 |
|
|
$ |
247 |
|
Example # 2 (Underwriting Syndicate Transaction)
The following example assumes a transaction fee of 4.00%, as a percentage of the offering price.
|
|
|
|
|
|
|
|
|
|
|
Nuveen Preferred & Income Opportunities Fund (JPC) |
|
|
Nuveen Preferred & Income Securities
Fund (JPS) |
|
1 Year |
|
$ |
60 |
|
|
$ |
60 |
|
3 Years |
|
$ |
102 |
|
|
$ |
102 |
|
5 Years |
|
$ |
146 |
|
|
$ |
146 |
|
10 Years |
|
$ |
269 |
|
|
$ |
269 |
|
Example # 3 (Privately Negotiated Transaction)
The following example assumes there is no transaction fee.
|
|
|
|
|
|
|
|
|
|
|
Nuveen Preferred & Income Opportunities Fund (JPC) |
|
|
Nuveen Preferred & Income Securities
Fund (JPS) |
|
1 Year |
|
$ |
21 |
|
|
$ |
21 |
|
3 Years |
|
$ |
65 |
|
|
$ |
65 |
|
5 Years |
|
$ |
111 |
|
|
$ |
111 |
|
10 Years |
|
$ |
239 |
|
|
$ |
239 |
|
These examples should not be considered a representation of future expenses. Actual expenses may be
greater or less than those shown above.
TRADING AND NET ASSET VALUE INFORMATION
The following table shows for the periods indicated: (i) the high and low market prices for the Common Shares reported as of the end of the day on the New York Stock
Exchange (NYSE), (ii) the high and low net asset value (NAV) of the Common Shares, and (iii) the high and low of the premium/(discount) to NAV (expressed as a percentage) of shares of the Common Shares.
Nuveen Preferred & Income Opportunities Fund (JPC)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market Price |
|
|
Net Asset Value |
|
|
Premium/(Discount) to NAV |
|
Fiscal Quarter End |
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
July 2022 |
|
$ |
8.29 |
|
|
$ |
7.35 |
|
|
$ |
8.70 |
|
|
$ |
7.99 |
|
|
|
(2.50 |
)% |
|
|
(9.25 |
)% |
April 2022 |
|
$ |
9.31 |
|
|
$ |
7.99 |
|
|
$ |
9.53 |
|
|
$ |
8.70 |
|
|
|
(2.31 |
)% |
|
|
(8.91 |
)% |
January 2022 |
|
$ |
9.99 |
|
|
$ |
8.99 |
|
|
$ |
9.90 |
|
|
$ |
9.48 |
|
|
|
1.33 |
% |
|
|
(6.05 |
)% |
October 2021 |
|
$ |
10.06 |
|
|
$ |
9.84 |
|
|
$ |
9.98 |
|
|
$ |
9.81 |
|
|
|
1.41 |
% |
|
|
(0.50 |
)% |
July 2021 |
|
$ |
10.05 |
|
|
$ |
9.51 |
|
|
$ |
9.94 |
|
|
$ |
9.67 |
|
|
|
1.11 |
% |
|
|
(1.65 |
)% |
April 2021 |
|
$ |
9.75 |
|
|
$ |
9.05 |
|
|
$ |
9.82 |
|
|
$ |
9.61 |
|
|
|
(0.51 |
)% |
|
|
(5.89 |
)% |
January 2021 |
|
$ |
9.50 |
|
|
$ |
8.30 |
|
|
$ |
9.68 |
|
|
$ |
9.06 |
|
|
|
(1.35 |
)% |
|
|
(8.55 |
)% |
October 2020 |
|
$ |
8.93 |
|
|
$ |
8.22 |
|
|
$ |
9.16 |
|
|
$ |
8.83 |
|
|
|
0.34 |
% |
|
|
(8.87 |
)% |
136
Nuveen Preferred & Income Securities Fund
(JPS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market Price |
|
|
Net Asset Value |
|
|
Premium/(Discount) to NAV |
|
Fiscal Quarter End |
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
July 2022 |
|
$ |
7.81 |
|
|
$ |
7.00 |
|
|
$ |
8.50 |
|
|
$ |
7.80 |
|
|
|
(5.82 |
)% |
|
|
(11.17 |
)% |
April 2022 |
|
$ |
9.43 |
|
|
$ |
7.75 |
|
|
$ |
9.44 |
|
|
$ |
8.50 |
|
|
|
(0.11 |
)% |
|
|
(9.86 |
)% |
January 2022 |
|
$ |
9.94 |
|
|
$ |
8.97 |
|
|
$ |
9.85 |
|
|
$ |
9.41 |
|
|
|
1.33 |
% |
|
|
(5.37 |
)% |
October 2021 |
|
$ |
10.06 |
|
|
$ |
9.78 |
|
|
$ |
9.97 |
|
|
$ |
9.81 |
|
|
|
1.33 |
% |
|
|
(0.81 |
)% |
July 2021 |
|
$ |
10.06 |
|
|
$ |
9.65 |
|
|
$ |
9.93 |
|
|
$ |
9.70 |
|
|
|
1.31 |
% |
|
|
(0.82 |
)% |
April 2021 |
|
$ |
9.87 |
|
|
$ |
9.21 |
|
|
$ |
9.83 |
|
|
$ |
9.63 |
|
|
|
0.61 |
% |
|
|
(4.95 |
)% |
January 2021 |
|
$ |
9.73 |
|
|
$ |
8.76 |
|
|
$ |
9.74 |
|
|
$ |
9.24 |
|
|
|
0.00 |
% |
|
|
(5.88 |
)% |
October 2020 |
|
$ |
9.23 |
|
|
$ |
8.64 |
|
|
$ |
9.38 |
|
|
$ |
9.06 |
|
|
|
0.11 |
% |
|
|
(6.05 |
)% |
The following table shows, as of July 31, 2022, each Funds: (i) NAV per Common Share, (ii) market price,
(iii) percentage of premium/(discount) to NAV per Common Share, and (iv) net assets attributable to Common Shares.
|
|
|
|
|
|
|
|
|
July 31, 2022 |
|
Nuveen Preferred & Income Opportunities Fund (JPC) |
|
|
Nuveen Preferred & Income Securities
Fund (JPS) |
|
NAV per Common Share |
|
$ |
8.41 |
|
|
$ |
8.25 |
|
Market Price |
|
$ |
8.20 |
|
|
$ |
7.77 |
|
Percentage of Premium/(Discount) to NAV per Common Share |
|
|
(2.50 |
)% |
|
|
(5.82 |
)% |
Net Assets Attributable to Common Shares |
|
$ |
884,062,038 |
|
|
$ |
1,697,696,797 |
|
Shares of closed-end investment companies, including those of the Funds, may frequently trade at
prices lower than NAV. The Funds Board of Trustees (Board) has currently determined that, at least annually, it will consider action that might be taken to reduce or eliminate any material discount from NAV in respect of Common Shares, which
may include the repurchase of such shares in the open market or in private transactions, the making of a tender offer for such shares at NAV, or the conversion of the Fund to an open-end investment company.
The Funds cannot assure you that their Board will decide to take any of these actions, or that share repurchases or tender offers will actually reduce market discount.
SENIOR SECURITIES
The following table sets forth information regarding each
Funds outstanding senior securities as of the end of each of the Funds last ten fiscal periods, as applicable. Each Funds senior securities during this time period are comprised of borrowings that constitute senior
securities as defined in the Investment Company Act of 1940, as amended (1940 Act). The information in this table as of and for the fiscal years ended 2022 through 2015, have been audited by KPMG LLP, independent registered public accounting
firm. The information with respect to the fiscal years ended prior to 2015 has been audited by other auditors. The Funds audited financial statements, including the report of KPMG LLP thereon, and accompanying notes thereto, are included in
this Annual Report.
Nuveen Preferred & Income Opportunities Fund (JPC)
|
|
|
|
|
|
|
|
|
|
|
Borrowings Outstanding at the End of Period |
|
Fiscal Year Ended |
|
Aggregate Amount
Outstanding (000) (1) |
|
|
Asset Coverage
Per $1,000 (2) |
|
July 31 |
|
|
|
|
|
|
|
|
2022 |
|
$ |
423,400 |
|
|
$ |
3,088 |
|
2021 |
|
$ |
462,700 |
|
|
$ |
3,223 |
|
2020 |
|
$ |
400,000 |
|
|
$ |
3,280 |
|
2019 |
|
$ |
455,000 |
|
|
$ |
3,303 |
|
2018 |
|
$ |
437,000 |
|
|
$ |
3,403 |
|
2017 |
|
$ |
540,000 |
|
|
$ |
3,079 |
|
2016 |
|
$ |
404,100 |
|
|
$ |
3,526 |
|
2015 |
|
$ |
404,100 |
|
|
$ |
3,506 |
|
2014 |
|
$ |
402,500 |
|
|
$ |
3,572 |
|
2013 (3) |
|
$ |
402,500 |
|
|
$ |
3,473 |
|
December 31 |
|
|
|
|
|
|
|
|
2012 |
|
$ |
383,750 |
|
|
$ |
3,599 |
|
(1) |
Aggregate Amount Outstanding: Aggregate amount outstanding represents the principal amount outstanding as of the end of
the relevant fiscal year owed by the Fund to lenders under arrangements in place at the time. |
137
Shareholder Update (continued)
(Unaudited)
(2) |
Asset Coverage per $1,000: Asset coverage per $1,000 of debt is calculated by subtracting the Funds liabilities and
indebtedness not represented by senior securities from the Funds total assets, dividing the result by the aggregate amount of the Funds senior securities representing indebtedness then outstanding, and multiplying the result by 1,000.
|
(3) |
For the seven months ended July 31, 2013. |
Nuveen Preferred & Income Securities Fund (JPS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings Outstanding at the End of Period |
|
|
Taxable Fund Preferred (TFP) Shares at the End of Period |
|
Fiscal Year Ended July 31 |
|
Aggregate Amount
Outstanding (000) (1) |
|
|
Asset Coverage
Per $1,000 (2) |
|
|
Aggregate Amount Outstanding (000) (3) |
|
|
Asset Coverage Per $1,000 Share (2) |
|
2022 |
|
$ |
499,300 |
|
|
$ |
4,941 |
|
|
$ |
270,000 |
|
|
$ |
9,137 |
|
2021 |
|
$ |
873,300 |
|
|
$ |
3,323 |
|
|
$ |
0 |
|
|
$ |
0 |
|
2020 |
|
$ |
740,300 |
|
|
$ |
3,495 |
|
|
$ |
0 |
|
|
$ |
0 |
|
2019 |
|
$ |
853,300 |
|
|
$ |
3,349 |
|
|
$ |
0 |
|
|
$ |
0 |
|
2018 |
|
$ |
845,300 |
|
|
$ |
3,346 |
|
|
$ |
0 |
|
|
$ |
0 |
|
2017 |
|
$ |
845,300 |
|
|
$ |
3,506 |
|
|
$ |
0 |
|
|
$ |
0 |
|
2016 |
|
$ |
945,000 |
|
|
$ |
3,086 |
|
|
$ |
0 |
|
|
$ |
0 |
|
2015 |
|
$ |
465,800 |
|
|
$ |
3,521 |
|
|
$ |
0 |
|
|
$ |
0 |
|
2014 |
|
$ |
464,000 |
|
|
$ |
3,581 |
|
|
$ |
0 |
|
|
$ |
0 |
|
2013 |
|
$ |
464,000 |
|
|
$ |
3,451 |
|
|
$ |
0 |
|
|
$ |
0 |
|
(1) |
Aggregate Amount Outstanding: Aggregate amount outstanding represents the principal amount outstanding as of the end of
the relevant fiscal year. |
(2) |
Asset Coverage per $1,000 Share: Asset coverage per $1,000 of share is calculated by subtracting the Funds
liabilities and indebtedness not represented by senior securities from the Funds total assets, dividing the result by the aggregate amount of the Funds senior securities representing indebtedness then outstanding, and multiplying the
result by 1,000. |
(3) |
Aggregate Amount Outstanding: Aggregate amount outstanding represents the liquidation preference as of the end of the
relevant fiscal year. |
UNRESOLVED STAFF COMMENTS
Each
Fund believes that there are no material unresolved written comments, received 180 days or more before July 31, 2022, from the Staff of the Securities and Exchange Commission (SEC) regarding any of its periodic or current reports under the
Securities Exchange Act or 1940 Act, or its registration statement.
138
Important Tax Information (Unaudited)
As required by the Internal Revenue Code and Treasury Regulations, certain tax information, as
detailed below, must be provided to shareholders. Shareholders are advised to consult their tax advisor with respect to the tax implications of their investment. The amounts listed below may differ from the actual amounts reported on Form 1099-DIV, which will be sent to shareholders shortly after calendar year end.
Long-Term Capital Gains
As of year end, each Fund designates the following distribution amounts, or maximum amount allowable, as being from net long-term capital gains pursuant to
Section 852(b)(3) of the Internal Revenue Code:
|
|
|
|
|
Fund |
|
Net Long-Term Capital Gains |
|
JPC |
|
$ |
|
|
JPI |
|
|
|
|
JPS |
|
|
|
|
JPT |
|
|
|
|
NPFD |
|
|
|
|
Dividends Received Deduction (DRD)
Each Fund
listed below had the following percentage, or maximum amount allowable, of ordinary income distributions eligible for the dividends received deduction for corporate shareholders:
|
|
|
|
|
Fund |
|
Percentage |
|
JPC |
|
|
69.7 |
% |
JPI |
|
|
62.8 |
|
JPS |
|
|
39.3 |
|
JPT |
|
|
79.2 |
|
NPFD |
|
|
|
|
Qualified Dividend Income (QDI)
Each Fund
listed below had the following percentage, or maximum amount allowable, of ordinary income distributions treated as qualified dividend income for individuals pursuant to Section 1(h)(11) of the Internal Revenue Code:
|
|
|
|
|
Fund |
|
Percentage |
|
JPC |
|
|
100.0 |
% |
JPI |
|
|
100.0 |
|
JPS |
|
|
97.3 |
|
JPT |
|
|
88.8 |
|
NPFD |
|
|
|
|
Qualified Interest Income (QII)
Each Fund
listed below had the following percentage, or maximum amount allowable, of ordinary income distributions treated as qualified interest income and/or short-term capital gain dividends pursuant to Section 871(k) of the Internal Revenue Code:
|
|
|
|
|
|
|
|
|
Fund |
|
Prior Year End to 12/31 Percentage |
|
|
1/1 to Current Year End Percentage |
|
JPC |
|
|
20.8 |
% |
|
|
15.6 |
% |
JPI |
|
|
13.5 |
|
|
|
4.4 |
|
JPS |
|
|
24.7 |
|
|
|
10.9 |
|
JPT |
|
|
18.3 |
|
|
|
8.9 |
|
NPFD |
|
|
|
|
|
|
1.1 |
|
139
Important Tax Information (continued)
(Unaudited)
163(j)
Each Fund listed below had the following percentage, or maximum amount
allowable, of ordinary dividends treated as Section 163(j) interest dividends pursuant to Section 163(j) of the Internal Revenue Code:
|
|
|
|
|
Fund |
|
Percentage |
|
JPC |
|
|
21.0 |
% |
JPI |
|
|
10.3 |
|
JPS |
|
|
26.1 |
|
JPT |
|
|
19.0 |
|
NPFD |
|
|
|
|
140
Additional Fund Information
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Board of Trustees |
|
|
|
|
|
|
Jack B. Evans |
|
William C. Hunter |
|
Amy B. R. Lancellotta |
|
Joanne T. Medero |
|
Albin F. Moschner |
|
John K. Nelson |
Judith M. Stockdale |
|
Carole E. Stone |
|
Matthew Thornton III |
|
Terence J. Toth |
|
Margaret L. Wolff |
|
Robert L. Young |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Adviser Nuveen Fund Advisors, LLC
333 West Wacker Drive Chicago, IL 60606 |
|
Custodian State Street
Bank & Trust Company One Lincoln Street Boston, MA 02111 |
|
Legal Counsel Chapman and Cutler LLP
Chicago, IL 60603 |
|
Independent Registered Public Accounting Firm
KPMG LLP 200 East Randolph Street
Chicago, IL 60601 |
|
Transfer Agent and Shareholder Services Computershare
Trust Company, N.A. 150 Royall Street
Canton, MA 02021 (800) 257-8787 |
Portfolio of Investments Information
Each Fund is required
to file its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT. You may obtain this information on the SECs
website at http://www.sec.gov.
Active Shelf Offering Statement of Additional Information (SAI) for JPC and JPS
The SAI for the active shelf offerings for each JPC and JPS contains additional information about the Funds Board of Trustees. You may obtain a
copy of the funds SAI without charge, upon request, by calling Nuveen at (312) 917-7700, by writing to the Fund, or on Nuveens website at www.nuveen.com. You may also obtain this information on the SECs website at
http://www.sec.gov.
Nuveen Funds Proxy Voting Information
You may obtain
(i) information regarding how each fund voted proxies relating to portfolio securities held during the most recent twelve-month period ended June 30, without charge, upon request, by calling Nuveen toll-free at (800) 257-8787 or on
Nuveens website at www.nuveen.com and (ii) a description of the policies and procedures that each fund used to determine how to vote proxies relating to portfolio securities without charge, upon request, by calling Nuveen toll free at (800)
257-8787. You may also obtain this information directly from the SEC. Visit the SEC on-line at http://www.sec.gov.