UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number  

811-05642

Nuveen Multi-Market Income Fund

 

 

(Exact name of registrant as specified in charter)

Nuveen Investments

333 West Wacker Drive

Chicago, Illinois 60606

 

 

(Address of principal executive offices) (Zip code)

Mark L. Winget

Vice President and Secretary

333 West Wacker Drive

Chicago, Illinois 60606

 

 

(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 257-8787

Date of fiscal year end: June 30

Date of reporting period: June 30, 2025


Item 1.

Reports to Stockholders.


LOGO

Nuveen

Closed-End Funds

 

   

Nuveen Multi-Market Income Fund

  

JMM

 

Annual

Report


Table

of Contents

 

Discussion of Fund Performance

     3  

Common Share Information

     5  

About the Fund’s Benchmark

     6  

Fund Performance, Leverage and Holdings Summaries

     7  

Report of Independent Registered Public Accounting Firm

     11  

Portfolio of Investments

     12  

Statement of Assets and Liabilities

     20  

Statement of Operations

     21  

Statement of Changes in Net Assets

     22  

Statement of Cash Flows

     23  

Financial Highlights

     24  

Notes to Financial Statements

     26  

Shareholder Update

     35  

Important Tax Information

     52  

Shareholder Meeting Report

     53  

Additional Fund Information

     54  

Glossary of Terms Used in this Report

     55  

Statement Regarding Basis for Approval of Investment Advisory Contract

     56  

Board Members & Officers

     62  

 

2


Discussion of Fund Performance

Nuveen Multi-Market Income Fund (JMM)

The Nuveen Multi-Market Income Fund (JMM) features portfolio management by Nuveen Asset Management, LLC (NAM), an affiliate of Nuveen Fund Advisors, LLC, the Fund’s investment adviser. The Fund’s portfolio managers are Jason O’Brien, CFA, and Peter Agrimson, CFA.

Below is a discussion of the Fund’s performance and the factors that contributed and detracted during the 12-month reporting period ended June 30, 2025. For more information on the Fund’s investment objectives and policies, please refer to the Shareholder Update section at the end of the report.

Nuveen Multi-Market Income Fund (JMM)

What factors affected markets during the reporting period?

   

The Federal Reserve (Fed) cut its target federal funds rate by 50 basis points in September, plus two additional 25 basis point cuts before year-end 2024, bringing the range to 4.25% to 4.50%. Fed policymakers remained on hold with rates throughout the second half of the reporting period to assess the impact of tariffs announced in early April 2025, which were subsequently delayed.

 

   

Uncertainty surrounding Fed monetary policy and U.S. trade policy under the new administration kept volatility elevated in the bond market. The Fed rate cuts caused Treasury yields to fall significantly at the front of the yield curve while longer- term rates rose modestly over the full reporting period. As a result, the Treasury yield curve returned to a positive slope.

 

   

The backdrop of continued positive economic growth and labor market strength led to tighter credit spreads and strong returns across the fixed income market.

What key strategies were used to manage the Fund during the reporting period?

   

The Fund maintained broad exposures across the securitized and corporate sectors of the credit market.

 

   

Within the securitized sector, the Fund maintained out-of-benchmark allocations to esoteric asset-backed securities (ABS), commercial mortgage-backed securities (CMBS) and non-agency mortgage-backed securities (MBS).

 

   

Given expectations for steady economic growth, the Fund increased allocations to CMBS, high- yield corporate bonds and preferred securities.

 

   

As valuations tightened later in the period, the Fund increased its allocation to agency MBS, while maintaining an underweight to high- yield corporate bonds versus the benchmark.

   

The Fund’s duration, or interest rate sensitivity, was modestly short versus the benchmark’s duration for most of the year.

How did the Fund perform and what factors affected relative performance?

For the twelve-month reporting period ended June 30, 2025, JMM returned 7.61%. The Fund outperformed the JMM Blended Benchmark, which returned 6.88%. The JMM Blended Benchmark consists of: 1) 25% of the Bloomberg U.S. Corporate High Yield Bond Index and 2) 75% of the Bloomberg U.S. Government/Mortgage Bond Index.

Top contributors to relative performance

   

Out-of-benchmark allocations to ABS, CMBS and investment-grade corporate bonds.

 

   

Security selection within the MBS allocation.

 

   

An out-of-benchmark allocation to preferred securities.

 

   

The Fund’s use of leverage contributed to relative performance and was accretive to overall common share income over the reporting period.

 

3


Discussion of Fund Performance (continued)

 

Top detractors from relative performance

   

Interest rate futures.

   

An underweight to and security selection within high yield corporate bonds.

 

 

 

 

 

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

 

 

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

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

Bond insurance guarantees only the payment of principal and interest on the bond when due, and not the value of the bonds themselves, which will fluctuate with the bond market and the financial success of the issuer and the insurer. Insurance relates specifically to the bonds in the portfolio and not to the share prices of a Fund. No representation is made as to the insurers’ ability to meet their commitments.

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

 

4


Common Share Information

 

DISTRIBUTION INFORMATION

The following information regarding the Fund’s distributions is current as of June 30, 2025, the Fund’s fiscal and tax year end, and may differ from previously issued distribution notifications.

The Fund’s distribution policy, which may be changed by the Board, is to make regular monthly cash distributions to holders of its common shares (stated in terms of a fixed cents per common share dividend distribution rate which may be set from time to time). The Fund intends to distribute all or substantially all of its net investment income each year through its regular monthly distribution and to distribute realized capital gains at least annually. In addition, in any monthly period, to maintain its declared per common share distribution amount, the Fund may distribute more or less than its net investment income during the period. In the event the Fund distributes more than its net investment income during any yearly period, such distributions may also include realized gains and/or a return of capital. To the extent that a distribution includes a return of capital the NAV per share may erode. For additional information, refer to the distribution information section below and in the Notes to Financial Statements herein.

The following table provides the estimated sources of distributions and may include amounts attributed to realized gains and/or returns of capital. A return of capital may occur, for example, when some or all of the money that you invested in a Fund is paid back to you. A return of capital distribution does not necessarily reflect a Fund’s investment performance and should not be confused with “yield” or “income.” The Fund attributes these estimates equally to each regular distribution throughout the year.

The amounts and sources of distributions reported in this notice are for financial reporting purposes and are not being provided for tax reporting purposes. The actual amounts and character of the distributions for tax reporting purposes will be reported to shareholders on Form 1099-DIV, which will be sent to shareholders shortly after calendar year-end. Because distribution source estimates are updated throughout the current fiscal year based on the Fund’s performance, those estimates may differ from both the tax information reported to you in your Fund’s 1099 statement, as well as the ultimate economic sources of distributions over the life of your investment. The figures in the table below provide the sources of distributions and may include amounts attributed to realized gains and/or returns of capital. More details about the Fund’s distributions are available on www.nuveen.com/en-us/ closed- end-funds.

 

Data as of June 30, 2025  
      

Fiscal YTD

Percentage of Distributions

             

Fiscal YTD

Per Share Amounts

 

Latest

Declared

 Distribution

    

Net Investment

Income

    Realized Gains    

Return of
Capital

   Total
Distributions
    

Net Investment

Income

     Realized Gains      Return of
Capital
 
  0.0290        98.0     0.00   2.0%    $ 0.3405      $ 0.3338      $ 0.0000      $ 0.0067  

NUVEEN CLOSED-END FUND DISTRIBUTION AMOUNTS

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

COMMON SHARE REPURCHASES

The Fund’s Board of Trustees authorized an open-market share repurchase program, allowing the Fund to repurchase and retire an aggregate of up to approximately 10% of its outstanding common shares.

During the current reporting period, the Fund did not repurchase any of its outstanding common shares. As of June 30, 2025, and since the inception of the Fund’s repurchase program, the Fund has cumulatively repurchased and retired its outstanding common shares as shown in the accompanying table.

 

      JMM  
Common shares cumulatively repurchased and retired      1,800  
Common shares authorized for repurchase      945,000  

 

5


About the Fund’s Benchmark

 

Bloomberg U.S. Corporate High Yield Bond Index: An index designed to measure the performance of the USD- denominated, fixed rate corporate high yield bond market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

Bloomberg U.S. Government/Mortgage Bond Index: An index designed to measure the performance of U.S. Treasury securities and agency mortgage-backed securities (MBS). Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

 

6


Fund Performance, Leverage and Holdings Summaries

 

 

The Fund Performance, Leverage and Holding Summaries for each Fund are shown below within this section of the report.

Fund Performance

Performance data for the Fund shown below represents past performance and does not predict or guarantee future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Returns at NAV are net of Fund expenses, and assume reinvestment of distributions. Comparative index return information is provided for the Fund’s shares at NAV only. Indexes are not available for direct investment.

Total returns for a period of less than one year are not annualized (i.e. cumulative returns). Since inception returns are shown for share classes that have less than 10-years of performance. For performance, current to the most recent month-end visit Nuveen.com or call (800) 257-8787.

Impact of Leverage

One important factor impacting the returns of the Fund’s common shares relative to its comparative benchmark was the Fund’s use of leverage through reverse repurchase agreements. The Fund uses leverage because our research has shown that, over time, leveraging provides opportunities for additional income. The opportunity arises when short-term rates that a Fund pays on its leveraging instruments are lower than the interest the Fund earns on its portfolio securities that it has bought with the proceeds of that leverage.

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

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

Leverage Ratios

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

Holding Summaries

The Holdings Summaries data relates to the securities held in the Fund’s portfolio of investments as of the end of this reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change. Refer to the Fund’s Portfolio of Investments for individual security information.

For financial reporting purposes the Fund uses credit quality ratings for its portfolio securities provided by Standard & Poor’s Group, Moody’s Investors Service, Inc. and Fitch, Inc. If all three provide a rating for a security, the middle is used; if two of the three agencies rate a security, the lower rating is used; and if only one rating agency rates a security, that rating is used. This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Holdings designated N/R are not rated by these national rating agencies.

 

7


LOGO

  

Nuveen Multi-Market Income Fund

 

Fund Performance, Leverage and Holdings Summaries June 30, 2025

 

 

Performance*

 

             

Total Returns as of

June 30, 2025

 
              Average Annual  
     

Inception

Date

       1-Year        5-Year        10-Year  
JMM at Common Share NAV      12/30/88          7.61%          2.44%          2.59%  
JMM at Common Share Price      12/30/88          11.14%          3.48%          4.13%  
Bloomberg U.S. Government/Mortgage Bond Index               5.74%          (1.17)%          1.25%  
JMM Blended Benchmark               6.88%          0.60%          2.32%  

*For purposes of Fund performance, relative results are measured against the JMM Blended Benchmark. The Fund’s Blended Benchmark consists of: 1) 75% Bloomberg U.S. Government/Mortgage Bond Index and 2) 25% Bloomberg U.S. Corporate High Yield Bond Index.

Daily Common Share NAV and Share Price

 

LOGO

 

Common

Share

NAV

     Common
Share Price
    

Premium/(Discount)

to NAV

    

Average
Premium/(Discount)

to NAV

 
  $6.59        $6.28        (4.70)%        (6.25)%  

Growth of an Assumed $10,000 Investment as of June 30, 2025 - Common Share Price

 

LOGO

 

8


 

Leverage and Holdings

Leverage        
Effective Leverage      29.21
Regulatory Leverage      0.00

Fund Allocation

(% of net assets)

        
Mortgage-Backed Securities      65.2
Corporate Bonds      40.9
Asset-Backed Securities      29.8
Variable Rate Senior Loan         
Interests      0.9
Sovereign Debt      0.8
Repurchase Agreements      2.9
Other Assets & Liabilities, Net      0.9
Reverse Repurchase         
Agreements, including accrued interest      (41.4 )% 
Net Assets      100

Portfolio Credit Quality

(% of total investments)

       
AAA      6.5
AA      18.5
A      7.6
BBB      31.3
BB or Lower      26.7
N/R (not rated)      9.4
Total      100

Portfolio Composition1

(% of total investments)

       
Mortgage-Backed Securities      46.4
Asset-Backed Securities      21.3
Banks      5.3
Financial Services      4.5
Capital Goods      2.5
Energy      2.3
Other      15.7
Repurchase Agreements      2.0
Total      100
 

 

 

 

 

 

1

See the Portfolio of Investments for the remaining industries/sectors comprising “Other” and not listed in the table above.

 

9


 

 

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10


Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of Nuveen Multi-Market Income Fund:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Nuveen Multi-Market Income Fund (the “Fund”) as of June 30, 2025, the related statement of operations, statement of cash flows and statement of changes in net assets for the year ended June 30, 2025, including the related notes, and the financial highlights for the year ended June 30, 2025 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of June 30, 2025, the results of its operations and its cash flows, the changes in its net assets and the financial highlights for the year ended June 30, 2025 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Fund as of and for the year ended June 30, 2024 and the financial highlights for each of the periods ended on or prior to June 30, 2024 (not presented herein, other than the statement of changes in net assets and the financial highlights) were audited by other auditors whose report dated August 27, 2024 expressed an unqualified opinion on those financial statements.

Basis for Opinion

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

We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of June 30, 2025 by correspondence with the custodian, agent banks and brokers; when replies were not

received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

August 27, 2025

We have served as the auditor of one or more investment companies in Nuveen Funds since 2002.

 

11


Portfolio of Investments June 30, 2025

JMM

 

PRINCIPAL         DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
    LONG-TERM INVESTMENTS - 137.6% (98.0% of Total Investments)

 

     
    ASSET-BACKED SECURITIES - 29.8% (21.3% of Total Investments)

 

     
$     56,805     (a)   321 Henderson Receivables VI LLC, Series 2010 1A      9.310%        07/15/61      $ 57,463  
  500,000     (a),(b)   ACRE Commercial Mortgage 2021-FL4 Ltd, Series 2021 FL4, (TSFR1M + 3.214%)      7.529        12/18/37        478,287  
  500,000     (a)   Adams Outdoor Advertising LP, Series 2023 1      6.967        07/15/53        512,921  
  500,000     (a),(b),(c)   AGL CLO 19 Ltd, Series 2022 19A, (TSFR3M + 1.650%)      0.000        07/21/38        500,625  
  500,000     (a),(b)   AGL CLO 19 Ltd, Series 2022 19A, (TSFR3M + 2.750%)      7.022        07/21/35        500,025  
  1,566,480     (a)   American Homes 4 Rent 2015-SFR2 Trust, Series 2015 SFR2, (I/O)      0.000        10/17/52        16  
  8,507       Bayview Financial Mortgage Pass-Through Trust 2006-C, Series 2006 C      6.352        11/28/36        7,283  
  382,667     (a)   Capital Automotive REIT, Series 2024 1      4.900        05/15/54        381,307  
  500,000     (a)   CARS-DB4 LP, Series 2020 1A      4.520        02/15/50        482,949  
  500,000       Carvana Auto Receivables Trust 2022-P3, Series 2022 P3      5.540        11/10/28        508,721  
  899,452     (a)   CF Hippolyta Issuer LLC, Series 2020 1      2.600        07/15/60        807,604  
  400,000     (a),(b)   CIFC Funding 2020-II Ltd, Series 2020 2A, (TSFR3M + 1.862%)      6.131        10/20/34        400,505  
  35,256     (a)   Commonbond Student Loan Trust 2017-B-GS, Series 2017 BGS      4.440        09/25/42        30,388  
  289,500     (a)   DB Master Finance LLC, Series 2021 1A      2.493        11/20/51        268,057  
  1,113,000     (a)   DB Master Finance LLC, Series 2017 1A      4.030        11/20/47          1,101,112  
  145,700     (a)   Domino’s Pizza Master Issuer LLC, Series 2017 1A      4.118        07/25/47        143,721  
  1,349,262     (a)   Driven Brands Funding LLC, Series 2019 1A      4.641        04/20/49        1,344,108  
  400,000     (a),(b)   Dryden 49 Senior Loan Fund, Series 2017 49A, (TSFR3M + 1.862%)      6.131        07/18/30        400,567  
  500,000     (a)   Frontier Issuer LLC, Series 2023 1      6.600        08/20/53        507,902  
  477,500     (a)   Hardee’s Funding LLC, Series 2020 1A      3.981        12/20/50        454,093  
  314,256     (a)   J.G. Wentworth XXXVII LLC, Series 2016 1A      5.190        06/17/69        290,648  
  527,903     (a)   JGWPT XXV LLC, Series 2012 1A      7.140        02/15/67        540,538  
  226,195     (a)   JGWPT XXVI LLC, Series 2012 2A      6.770        10/17/61        227,402  
  250,000     (a)   MetroNet Infrastructure Issuer LLC, Series 2024 1A      6.230        04/20/54        255,465  
  103,124       Mid-State Capital Corp 2005-1 Trust, Series 2005 1      5.745        01/15/40        102,924  
  41,644       Mid-State Trust XI, Series 2003 11      5.598        07/15/38        41,681  
  400,000     (a),(b)   Neuberger Berman CLO Ltd, Series 2024 56A, (TSFR3M + 1.750%)      6.772        07/24/37        401,212  
  500,000     (a),(b)   Neuberger Berman Loan Advisers CLO 48 Ltd, Series 2022 48A, (TSFR3M + 1.800%)      6.082        04/25/36        500,911  
  400,000     (a),(b)   OHA Credit Funding 19 Ltd, Series 2024 19A, (TSFR3M + 1.700%)      5.969        07/20/37        401,358  
  232,200     (a)   Planet Fitness Master Issuer LLC, Series 2022 1A      3.251        12/05/51        226,114  
  480,000     (a)   SERVPRO Master Issuer LLC, Series 2021 1A      2.394        04/25/51        447,568  
  263,900     (a)   Sesac Finance LLC, Series 2019 1      5.216        07/25/49        262,710  
  366,392     (a)   Sonic Capital LLC, Series 2020 1A      3.845        01/20/50        358,561  
  183,597     (a)   Start II LTD, Series 2019 1      5.095        03/15/44        181,800  
  995,000     (a)   Subway Funding LLC, Series 2024 1A      6.028        07/30/54        1,011,813  
  648,450     (a)   Taco Bell Funding LLC, Series 2021 1A      2.294        08/25/51        589,647  
  585,938     (a)   Taco Bell Funding LLC, Series 2016 1A      4.970        05/25/46        585,928  
  294,750     (a)   Taco Bell Funding LLC, Series 2021 1A      1.946        08/25/51        280,933  
  250,000     (a)   VB-S1 Issuer LLC - VBTEL, Series 2022 1A      4.288        02/15/52        238,912  
  383,786     (a)   Wendy’s Funding LLC, Series 2018 1A      3.884        03/15/48        374,401  
  442,443     (a)   Wendy’s Funding LLC, Series 2019 1A      3.783        06/15/49        436,452  
  556,430     (a)   Wendy’s Funding LLC, Series 2021 1A      2.370        06/15/51        511,414  
  985,000     (a)   Wingstop Funding LLC, Series 2020 1A      2.841        12/05/50        933,517  
  173,250     (a)   Zaxbys Funding LLC, Series 2021 1A      3.238        07/30/51        160,118  
  350,000     (a)   Ziply Fiber Issuer LLC, Series 2024 1A      6.640        04/20/54        359,414  

 

 

 
   

TOTAL ASSET-BACKED SECURITIES

(Cost $18,939,506)

           18,609,095  
   

 

 

 

12

  

See Notes to Financial Statements


PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     CORPORATE BONDS - 40.9% (29.1% of Total Investments) (d)

 

     
     AUTOMOBILES & COMPONENTS - 1.6%

 

     
  $200,000     (a)    Clarios Global LP / Clarios US Finance Co      6.750%        02/15/30      $ 207,957  
  175,000     (e)    Ford Motor Co      3.250        02/12/32        147,542  
  200,000     (e)    Ford Motor Credit Co LLC      6.950        03/06/26        201,929  
      150,000     (e)    Goodyear Tire & Rubber Co/The      5.250        04/30/31        144,057  
  135,000     (a),(e)    Phinia Inc      6.625        10/15/32        137,104  
  185,000     (e)    ZF North America Capital Inc      6.750        04/23/30        177,658  

 

 

 
     TOTAL AUTOMOBILES & COMPONENTS              1,016,247  
    

 

 
     BANKS - 7.5%

 

     
  200,000     (f),(g)    Banco Bilbao Vizcaya Argentaria SA      9.375        N/A        220,719  
  400,000     (e),(h)    Banco Santander SA      2.749        12/03/30        356,205  
  200,000     (f),(g)    Banco Santander SA      9.625        N/A        233,244  
  575,000     (e),(h)    Bank of America Corp      5.744        02/12/36        584,279  
  300,000     (f),(h)    Bank of America Corp      6.625        N/A        310,696  
  200,000     (a),(f),(g)    BNP Paribas SA      9.250        N/A        214,286  
  250,000     (f),(h)    Citigroup Inc      7.625        N/A        263,098  
  250,000     (a),(f),(g)    Intesa Sanpaolo SpA      7.700        N/A        250,461  
  200,000     (a)    Intesa Sanpaolo SpA      6.625        06/20/33        217,151  
  300,000     (f),(h)    JPMorgan Chase & Co      6.875        N/A        316,656  
  200,000     (f),(g)    Lloyds Banking Group PLC      7.500        N/A        200,537  
  200,000     (f),(g)    Lloyds Banking Group PLC      8.000        N/A        210,921  
  295,000     (f),(h)    M&T Bank Corp      3.500        N/A        284,889  
  250,000     (f),(g)    NatWest Group PLC      8.125        N/A        269,664  
  300,000     (f),(h)    Truist Financial Corp      6.669        N/A        300,420  
  400,000     (f),(h)    Wells Fargo & Co      7.625        N/A        429,619  

 

 

 
     TOTAL BANKS            4,662,845  
    

 

 
     CAPITAL GOODS - 3.3%

 

     
  200,000     (a)    Albion Financing 1 SARL / Aggreko Holdings Inc      7.000        05/21/30        204,106  
  600,000     (e)    Boeing Co/The      3.250        02/01/28        581,961  
  200,000        Boeing Co/The      3.625        02/01/31        188,425  
  60,000     (a)    Chart Industries Inc      7.500        01/01/30        62,816  
  75,000     (a)    Efesto Bidco S.p.A Efesto US LLC      7.500        02/15/32        75,938  
  30,000     (a)    Gates Corp/DE      6.875        07/01/29        31,151  
  65,000     (a)    Herc Holdings Inc      6.625        06/15/29        66,690  
  85,000     (a)    Herc Holdings Inc      7.000        06/15/30        88,770  
  25,000     (a)    JH North America Holdings Inc      0.000        01/31/31        25,218  
  200,000     (a)    Quikrete Holdings Inc      6.375        03/01/32        205,664  
  200,000     (a)    TransDigm Inc      6.375        05/31/33        200,181  
  100,000     (a)    WESCO Distribution Inc      6.375        03/15/29        102,883  
  50,000     (a)    WESCO Distribution Inc      6.375        03/15/33        51,679  
  135,000     (a)    Windsor Holdings III LLC      8.500        06/15/30        144,670  

 

 

 
     TOTAL CAPITAL GOODS            2,030,152  
    

 

 
     COMMERCIAL & PROFESSIONAL SERVICES - 0.3%

 

     
  10,000     (a)    CACI International Inc      6.375        06/15/33        10,320  
  200,000     (a),(e)    Prime Security Services Borrower LLC / Prime Finance Inc      6.250        01/15/28        200,313  

 

 

 
     TOTAL COMMERCIAL & PROFESSIONAL SERVICES            210,633  
    

 

 
     CONSUMER DISCRETIONARY DISTRIBUTION & RETAIL - 1.5%

 

     
  250,000     (a),(e)    Asbury Automotive Group Inc      4.625        11/15/29        241,372  
  100,000     (a),(e)    Bath & Body Works Inc      6.625        10/01/30        103,065  
  75,000     (a)    LCM Investments Holdings II LLC      4.875        05/01/29        72,934  
  50,000     (a)    Michaels Cos Inc/The      5.250        05/01/28        39,975  
  500,000     (a)    Michaels Cos Inc/The      7.875        05/01/29        327,500  
  125,000     (a)    Queen MergerCo Inc      6.750        04/30/32        128,775  
  35,000        Veritiv Operating Co      10.500        11/30/30        37,887  

 

 

 
     TOTAL CONSUMER DISCRETIONARY DISTRIBUTION & RETAIL            951,508  
    

 

 
     CONSUMER DURABLES & APPAREL - 0.2%

 

     
  125,000     (a)    CD&R Smokey Buyer Inc      9.500        10/15/29        101,862  

 

 

 
     TOTAL CONSUMER DURABLES & APPAREL            101,862  
    

 

 

 

See Notes to Financial Statements

  

13


Portfolio of Investments June 30, 2025 (continued)

JMM

 

 

PRINCIPAL          DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
     CONSUMER SERVICES - 1.6%

 

     
  $180,000     (a),(e)    Caesars Entertainment Inc      6.000%        10/15/32      $ 176,528  
      200,000     (a)    Flutter Treasury DAC      6.375        04/29/29        206,009  
  215,000     (a)    Motion Finco Sarl      8.375        02/15/32        196,961  
  150,000     (e)    Service Corp International/US      5.750        10/15/32        151,530  
  100,000     (a),(e)    Six Flags Entertainment Corp / Six Flags Theme Parks Inc      6.625        05/01/32        103,143  
  140,000     (a),(e)    Wynn Resorts Finance LLC / Wynn Resorts Capital Corp      6.250        03/15/33        140,898  

 

 

 
     TOTAL CONSUMER SERVICES            975,069  
    

 

 
     CONSUMER STAPLES DISTRIBUTION & RETAIL - 0.3%

 

     
  200,000     (a)    Albertsons Cos Inc / Safeway Inc / New Albertsons LP / Albertsons LLC      6.250        03/15/33        206,165  

 

 

 
     TOTAL CONSUMER STAPLES DISTRIBUTION & RETAIL            206,165  
    

 

 
     ENERGY - 3.2%

 

     
  250,000     (a),(e)    Antero Midstream Partners LP / Antero Midstream Finance Corp      6.625        02/01/32        258,213  
  50,000     (a)    Ascent Resources Utica Holdings LLC / ARU Finance Corp      6.625        10/15/32        50,887  
  80,000     (a)    Buckeye Partners LP      6.750        02/01/30        83,043  
  150,000     (a)    Chord Energy Corp      6.750        03/15/33        153,243  
  90,000     (a)    Civitas Resources Inc      8.375        07/01/28        92,152  
  30,000     (a)    Civitas Resources Inc      8.750        07/01/31        30,333  
  25,000     (a)    CNX Resources Corp      7.250        03/01/32        25,885  
  50,000        Genesis Energy LP / Genesis Energy Finance Corp      7.875        05/15/32        51,987  
  200,000     (a),(e)    Hilcorp Energy I LP / Hilcorp Finance Co      8.375        11/01/33        207,517  
  200,000     (a)    Kinetik Holdings LP      6.625        12/15/28        204,558  
  200,000     (a),(e)    MEG Energy Corp      5.875        02/01/29        199,796  
  215,000     (a)    Parkland Corp/Canada      4.625        05/01/30        205,876  
  150,000     (a)    Rockies Express Pipeline LLC      4.800        05/15/30        145,421  
  140,000     (a),(e)    USA Compression Partners LP / USA Compression Finance Corp      7.125        03/15/29        143,491  
  110,000     (a),(e)    Venture Global LNG Inc      8.125        06/01/28        113,690  
  40,000     (a)    Venture Global Plaquemines LNG LLC      6.500        01/15/34        40,000  

 

 

 
     TOTAL ENERGY              2,006,092  
    

 

 
     EQUITY REAL ESTATE INVESTMENT TRUSTS (REITS) - 1.8%

 

     
  650,000     (e)    Brixmor Operating Partnership LP      4.050        07/01/30        630,575  
  75,000     (a)    Iron Mountain Inc      4.500        02/15/31        71,460  
  175,000     (e)    MPT Operating Partnership LP / MPT Finance Corp      3.500        03/15/31        123,718  
  300,000     (a),(e)    Prologis Targeted US Logistics Fund LP      5.500        04/01/34        306,312  

 

 

 
     TOTAL EQUITY REAL ESTATE INVESTMENT TRUSTS (REITS)            1,132,065  
    

 

 
     EQUITY REAL ESTATE INVESTMENT TRUSTS (REITS) - 1.1%

 

     
  200,000        Essential Properties LP      2.950        07/15/31        177,862  
  500,000     (e)    GLP Capital LP / GLP Financing II Inc      4.000        01/15/30        480,496  
  35,000     (a)    MPT Operating Partnership LP / MPT Finance Corp      8.500        02/15/32        36,629  

 

 

 
     TOTAL EQUITY REAL ESTATE INVESTMENT TRUSTS (REITS)            694,987  
    

 

 
     FINANCIAL SERVICES - 6.2%

 

     
  250,000     (e),(h)    AerCap Ireland Capital DAC / AerCap Global Aviation Trust      6.950        03/10/55        259,797  
  300,000     (f),(h)    American Express Co      3.550        N/A        292,994  
  45,000     (a),(c)    Azorra Finance Ltd      7.250        01/15/31        45,942  
  300,000     (f),(h)    Bank of New York Mellon Corp/The      4.700        N/A        299,172  
  270,000        Blackstone Private Credit Fund      6.000        01/29/32        271,493  
  200,000     (e)    Block Inc      6.500        05/15/32        206,345  
  250,000     (a),(e)    Compass Group Diversified Holdings LLC      5.250        04/15/29        224,401  
  300,000     (a),(e)    Encore Capital Group Inc      8.500        05/15/30        321,778  
  215,000     (a),(e)    FirstCash Inc      6.875        03/01/32        222,481  
  75,000     (a)    Freedom Mortgage Holdings LLC      8.375        04/01/32        75,808  
  30,000     (a)    Jane Street Group / JSG Finance Inc      6.750        05/01/33        30,846  
  200,000     (a)    Jane Street Group / JSG Finance Inc      6.125        11/01/32        201,909  
  475,000     (e)    JPMorgan Chase & Co      5.572        04/22/36        492,263  
  150,000     (a)    PennyMac Financial Services Inc      4.250        02/15/29        144,234  
  55,000     (a)    Rocket Cos Inc      6.125        08/01/30        56,047  
  55,000     (a)    Rocket Cos Inc      6.375        08/01/33        56,276  
  100,000     (a),(e)    Starwood Property Trust Inc      6.500        07/01/30        103,286  
  20,000     (a),(c)    Stonex Escrow Issuer LLC      6.875        07/15/32        20,201  

 

14

  

See Notes to Financial Statements


 

PRINCIPAL         DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
    FINANCIAL SERVICES (continued)

 

     
  $200,000     (a),(f),(g)   UBS Group AG      9.250%        N/A      $ 218,295  
  165,000     (a)   Walker & Dunlop Inc      6.625        04/01/33        169,328  
  180,000     (a)   WEX Inc      6.500        03/15/33        181,602  

 

 

 
    TOTAL FINANCIAL SERVICES              3,894,498  
   

 

 
    FOOD, BEVERAGE & TOBACCO - 0.3%

 

     
  100,000     (a)   Darling Ingredients Inc      6.000        06/15/30        101,320  
      75,000     (a),(e)   Primo Water Holdings Inc / Triton Water Holdings Inc      4.375        04/30/29        72,715  

 

 

 
    TOTAL FOOD, BEVERAGE & TOBACCO            174,035  
   

 

 
    HEALTH CARE EQUIPMENT & SERVICES - 1.2%

 

     
  29,000     (a)   CHS/Community Health Systems Inc      6.125        04/01/30        21,445  
  140,000     (a),(e)   CHS/Community Health Systems Inc      10.875        01/15/32        148,381  
  100,000     (a),(e)   DaVita Inc      4.625        06/01/30        95,812  
  50,000     (a)   DaVita Inc      6.875        09/01/32        51,809  
  90,000     (a)   DaVita Inc      6.750        07/15/33        92,934  
  130,000     (a)   IQVIA Inc      6.250        06/01/32        133,408  
  190,000     (a),(e)   Prime Healthcare Services Inc      9.375        09/01/29        188,575  

 

 

 
    TOTAL HEALTH CARE EQUIPMENT & SERVICES            732,364  
   

 

 
    INSURANCE - 1.8%

 

     
  100,000     (a)   Acrisure LLC / Acrisure Finance Inc      7.500        11/06/30        103,303  
  35,000     (a)   Acrisure LLC / Acrisure Finance Inc      6.750        07/01/32        35,496  
  250,000     (a),(e)   Alliant Holdings Intermediate LLC / Alliant Holdings Co-Issuer      6.500        10/01/31        254,650  
  200,000     (a)   Ardonagh Finco Ltd      7.750        02/15/31        209,094  
  165,000     (a),(e)   Panther Escrow Issuer LLC      7.125        06/01/31        171,394  
  30,000     (a)   Ryan Specialty LLC      5.875        08/01/32        30,236  
  300,000     (a),(b)   Vitality Re XIV Ltd (3-Month U.S. Treasury Bill + 3.500%)      7.812        01/05/27        307,110  

 

 

 
    TOTAL INSURANCE            1,111,283  
   

 

 
    MATERIALS - 0.9%

 

     
  240,000     (a),(e)   EverArc Escrow Sarl      5.000        10/30/29        232,412  
  185,000     (a)   Olin Corp      6.625        04/01/33        182,080  
  60,000     (a)   Sealed Air Corp/Sealed Air Corp US      7.250        02/15/31        63,149  
  120,000     (a)   Tronox Inc      4.625        03/15/29        103,549  

 

 

 
    TOTAL MATERIALS            581,190  
   

 

 
    MEDIA & ENTERTAINMENT - 1.4%

 

     
  200,000     (a),(e)   CSC Holdings LLC      11.250        05/15/28        199,247  
  50,000     (a)   Directv Financing LLC / Directv Financing Co-Obligor Inc      5.875        08/15/27        49,837  
  175,000     (a)   Gray Media Inc      4.750        10/15/30        132,125  
  200,000     (a),(e)   LCPR Senior Secured Financing DAC      5.125        07/15/29        117,813  
  135,000     (a),(e)   Sirius XM Radio LLC      4.000        07/15/28        129,657  
  75,000     (a),(e)   Univision Communications Inc      4.500        05/01/29        68,190  
  200,000     (a)   VZ Secured Financing BV      5.000        01/15/32        177,922  

 

 

 
    TOTAL MEDIA & ENTERTAINMENT            874,791  
   

 

 
    PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES - 0.3%

 

     
  200,000     (a),(e)   Organon & Co / Organon Foreign Debt Co-Issuer BV      5.125        04/30/31        173,571  

 

 

 
    TOTAL PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES            173,571  
   

 

 
    REAL ESTATE MANAGEMENT & DEVELOPMENT - 0.6%         
  75,000       Kennedy-Wilson Inc      4.750        03/01/29        70,291  
  325,000     (e)   Kennedy-Wilson Inc      5.000        03/01/31        292,906  

 

 

 
    TOTAL REAL ESTATE MANAGEMENT & DEVELOPMENT            363,197  
   

 

 
    SOFTWARE & SERVICES - 1.9%

 

     
  500,000     (a),(e)   Ahead DB Holdings LLC      6.625        05/01/28        501,532  
  250,000     (a)   CA Magnum Holdings      5.375        10/31/26        248,165  
  30,000     (a)   Fair Isaac Corp      6.000        05/15/33        30,275  
  165,000     (a)   Gen Digital Inc      6.250        04/01/33        169,429  
  100,000     (a)   Open Text Corp      3.875        12/01/29        94,192  
  150,000     (a),(e)   Rocket Software Inc      9.000        11/28/28        154,621  

 

 

 
    TOTAL SOFTWARE & SERVICES            1,198,214  
   

 

 
    TELECOMMUNICATION SERVICES - 1.0%

 

     
  200,000     (a)   Iliad Holding SASU      7.000        04/15/32        204,916  
  80,000     (a)   Level 3 Financing Inc      6.875        06/30/33        81,402  
  105,000     (a),(e)   Windstream Escrow LLC / Windstream Escrow Finance Corp      8.250        10/01/31        109,965  

 

See Notes to Financial Statements

  

15


Portfolio of Investments June 30, 2025 (continued)

JMM

 

PRINCIPAL         DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
    TELECOMMUNICATION SERVICES (continued)

 

     
  $200,000     (a)   Zegona Finance PLC      8.625%        07/15/29      $ 213,500  

 

 

 
    TOTAL TELECOMMUNICATION SERVICES            609,783  
   

 

 
    TRANSPORTATION - 0.6%

 

     
  160,000     (a)   Air Transport Services Group Inc      7.250        03/15/32        169,609  
  250,000     (a),(e)   Brightline East LLC      11.000        01/31/30        185,000  

 

 

 
    TOTAL TRANSPORTATION            354,609  
   

 

 
    UTILITIES - 2.3%

 

     
  200,000     (a)   ContourGlobal Power Holdings SA      6.750        02/28/30        206,072  
      60,000     (a)   Ferrellgas LP / Ferrellgas Finance Corp      5.375        04/01/26        59,430  
  100,000     (a)   Ferrellgas LP / Ferrellgas Finance Corp      5.875        04/01/29        92,517  
  200,000     (e)   Suburban Propane Partners LP/Suburban Energy Finance Corp      5.875        03/01/27        199,943  
  375,000     (a)   Superior Plus LP / Superior General Partner Inc      4.500        03/15/29        360,665  
  190,000     (a),(e)   Talen Energy Supply LLC      8.625        06/01/30        203,617  
  300,000     (e)   Virginia Electric and Power Co      5.000        04/01/33        303,083  

 

 

 
    TOTAL UTILITIES              1,425,327  
   

 

 
   

TOTAL CORPORATE BONDS

(Cost $26,152,746)

           25,480,487  
   

 

 
PRINCIPAL         DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
    MORTGAGE-BACKED SECURITIES - 65.2% (46.4% of Total Investments)

 

     
  500,000     (a),(b)   ARDN 2025-ARCP Mortgage Trust, Series 2025 ARCP, (TSFR1M + 1.750%)      6.050        06/15/35        501,162  
  400,000     (b)   Benchmark 2018-B2 Mortgage Trust, Series 2018 B2      4.084        02/15/51        386,470  
  1,136,862     (e)   Benchmark 2019-B9 Mortgage Trust, Series 2019 B9      3.751        03/15/52        1,112,760  
  375,000     (a),(b)   BX Trust 2023-DELC, Series 2023 DELC, (TSFR1M + 3.339%)      7.651        05/15/38        378,800  
  250,000     (a),(b)   Century Plaza Towers 2019-CPT, Series 2019 CPT      3.097        11/13/39        204,067  
  425,000     (b)   Citigroup Commercial Mortgage Trust 2015-GC29, Series 2015 GC29      4.113        04/10/48        387,111  
  600,000     (a)   Citigroup Commercial Mortgage Trust 2016-P5, Series 2016 P5      3.000        10/10/49        379,102  
  241,000       Citigroup Commercial Mortgage Trust 2019-GC41, Series 2019 GC41      3.502        08/10/56        210,358  
  33,879     (a)   Citigroup Global Markets Mortgage Securities VII Inc, Series 2003 1      6.000        09/25/33        15,976  
  490,532     (a),(b)   COMM 2013-LC13 Mortgage Trust, Series 2013 LC13      5.549        08/10/46        450,006  
  775,000     (b)   COMM 2015-CCRE22 Mortgage Trust, Series 2015 CR22      3.975        03/10/48        701,191  
  450,000     (b)   COMM 2015-CCRE25 Mortgage Trust, Series 2015 CR25      4.689        08/10/48        440,501  
  540,000     (b)   COMM 2015-CCRE26 Mortgage Trust, Series 2015 CR26      4.668        10/10/48        506,413  
  108,000     (b)   COMM 2015-LC23 Mortgage Trust, Series 2015 LC23      4.703        10/10/48        103,886  
  400,000     (a),(b)   Connecticut Avenue Securities Trust 2022-R04, Series 2022 R04, (SOFR30A + 3.100%)      7.405        03/25/42        412,351  
  1,000,000     (a),(b),(e)   Connecticut Avenue Securities Trust 2022-R07, Series 2022 R07, (SOFR30A + 4.650%)      8.956        06/25/42        1,066,934  
  485,000     (a),(b)   Connecticut Avenue Securities Trust 2022-R08, Series 2022 R08, (SOFR 30A + 3.600%)      7.905        07/25/42        506,434  
  200,000     (a),(b)   Connecticut Avenue Securities Trust 2023-R01, Series 2023 R01, (SOFR30A + 3.750%)      8.056        12/25/42        211,176  
  1,500,000     (a),(b),(e)   Connecticut Avenue Securities Trust 2023-R02, Series 2023 R02, (SOFR30A + 3.350%)      7.655        01/25/43        1,566,086  
  1,000,000     (a),(b),(e)   Connecticut Avenue Securities Trust 2023-R04, Series 2023 R04, (SOFR30A + 3.550%)      7.856        05/25/43        1,056,939  
  1,410,000     (a),(b)   Connecticut Avenue Securities Trust 2023-R06, Series 2023 R06, (SOFR30A + 2.700%)      7.005        07/25/43        1,457,188  
  710,000     (a),(b)   Connecticut Avenue Securities Trust 2023-R06, Series 2023 R06, (SOFR30A + 3.900%)      9.188        07/25/43        751,234  
  500,000     (a),(b)   Connecticut Avenue Securities Trust 2023-R08, Series 2023 R08, (SOFR30A + 3.550%)      7.855        10/25/43        527,449  
  250,000     (a)   CSMC 2014-USA OA LLC, Series 2014 USA      4.373        09/15/37        163,750  
  86,717       CSMC Mortgage-Backed Trust 2006-7, Series 2006 7      6.000        08/25/36        30,147  
  200,000     (a),(b)   DBSG 2024-ALTA Mortgage Trust, Series 2024 ALTA      6.595        06/10/37        203,759  
  849,628     (e)   Fannie Mae Pool, FN MA5165      5.500        10/01/53        850,554  
  1,260,903     (e)   Fannie Mae Pool, FN MA5164      5.000        10/01/53        1,239,994  
  1,173,069     (e)   Fannie Mae Pool, FN MA5107      5.500        08/01/53        1,174,621  

 

16

  

See Notes to Financial Statements


 

PRINCIPAL         DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
    MORTGAGE-BACKED SECURITIES (continued)

 

     
$ 879,623     (e)   Fannie Mae Pool, FN MA5106      5.000%        08/01/53      $ 864,267  
  331,650     (e)   Fannie Mae Pool, FN MA4919      5.500        02/01/53        332,481  
  535,986     (e)   Fannie Mae Pool, FN MA4783      4.000        10/01/52        498,584  
  478,509       Fannie Mae Pool, FN MA4733      4.500        09/01/52        458,574  
  396,385     (e)   Fannie Mae Pool, FN MA4644, Series 2022 1      4.000        05/01/52        369,340  
  269,686     (e)   Fannie Mae Pool, FN MA4600, Series 2022 2      3.500        05/01/52        243,257  
  2,577,993     (e)   Fannie Mae Pool, FN MA4579      3.000        04/01/52        2,234,869  
  1,763,857     (e)   Fannie Mae Pool, FN MA4438, Series 2021 1      2.500        10/01/51          1,466,475  
  442,501     (e)   Fannie Mae Pool, FN MA3305      3.500        03/01/48        405,336  
  18,099       Fannie Mae Pool, FN 995018      5.500        06/01/38        18,646  
  152,826       Fannie Mae Pool, FN MA5039      5.500        06/01/53        153,051  
      6,482       Fannie Mae Pool, FN 878059      5.500        03/01/36        6,682  
  173,197     (e)   Fannie Mae Pool, FN BM5839      3.500        11/01/47        162,086  
  601,948     (e)   Fannie Mae Pool, FN BM5126      3.500        01/01/48        554,902  
  10,076     (e)   Fannie Mae Pool, FN 882685      6.000        06/01/36        10,352  
  17,439     (e)   Fannie Mae Pool, FN 766070      5.500        02/01/34        17,474  
  9,551       Fannie Mae Pool, FN 828346      5.000        07/01/35        9,681  
  4,185     (e)   Fannie Mae Pool, FN 709700      5.500        06/01/33        4,219  
  36,715     (b)   Fannie Mae REMIC Trust 2002-W1, Series 2002 W1      4.453        02/25/42        36,805  
  212,093     (b)   Fannie Mae REMIC Trust 2003-W1, Series 2003 W1      2.371        12/25/42        95,220  
  555,216     (e)   Freddie Mac Gold Pool, FG G60138      3.500        08/01/45        517,119  
  219,215     (e)   Freddie Mac Gold Pool, FG G18497      3.000        01/01/29        215,136  
  522,684     (e)   Freddie Mac Gold Pool, FG Q40841      3.000        06/01/46        465,207  
  343,837     (e)   Freddie Mac Gold Pool, FG Q40718      3.500        05/01/46        317,971  
  3,404     (e)   Freddie Mac Gold Pool, FG C00676      6.500        11/01/28        3,519  
  839,284     (e)   Freddie Mac Gold Pool, FG G08528      3.000        04/01/43        759,145  
  233,329     (e)   Freddie Mac Gold Pool, FG G08566      3.500        01/01/44        218,500  
  1,527,385     (e)   Freddie Mac Pool, FR RA6766      2.500        02/01/52        1,282,045  
  351,705     (e)   Freddie Mac Pool, FR RA7402      3.500        05/01/52        318,254  
  150,000     (a),(b)   Freddie Mac STACR REMIC Trust 2022-DNA2, Series 2022 DNA2, (SOFR30A + 4.750%)      9.055        02/25/42        157,238  
  420,000     (a),(b)   Freddie Mac STACR REMIC Trust 2022-DNA3, Series 2022 DNA3, (SOFR30A + 5.650%)      8.647        04/25/42        449,358  
  320,000     (a),(b)   Freddie Mac STACR REMIC Trust 2022-HQA2, Series 2022 HQA2, (SOFR30A + 4.000%)      8.305        07/25/42        337,992  
  1,400,000     (a),(b),(e)   Freddie Mac STACR REMIC Trust 2023-HQA1, Series 2023 HQA1, (SOFR30A + 3.500%)      7.805        05/25/43        1,479,961  
  32,526     (e)   Ginnie Mae I Pool, GN 631574      6.000        07/15/34        34,307  
  53,537     (e)   Ginnie Mae I Pool, GN 604567      5.500        08/15/33        54,245  
  642,000     (a),(b)   GS Mortgage Securities Corp Trust 2018-TWR, Series 2018 TWR, (TSFR1M + 1.197%)      5.509        07/15/31        501,046  
  33,953     (a),(b)   GSMPS Mortgage Loan Trust 2001-2, Series 2001 2      7.500        06/19/32        33,203  
  270,669     (a)   GSMPS Mortgage Loan Trust 2003-3, Series 2003 3      7.000        06/25/43        285,794  
  204,110     (a)   GSMPS Mortgage Loan Trust 2005-RP1, Series 2005 RP1      8.500        01/25/35        212,367  
  282,026     (a)   GSMPS Mortgage Loan Trust 2005-RP2, Series 2005 RP2      7.500        03/25/35        281,536  
  234,568     (a)   GSMPS Mortgage Loan Trust 2005-RP3, Series 2005 RP3      7.500        09/25/35        236,813  
  150,906     (a)   GSMPS Mortgage Loan Trust 2005-RP3, Series 2005 RP3      8.000        09/25/35        149,656  
  500,000     (a),(b)   Hudson Yards 2019-55HY Mortgage Trust, Series 2019 55HY      3.041        12/10/41        451,060  
  250,000     (a)   ICNQ 2024-MF Mortgage Trust, Series 2024 MF      6.074        12/10/34        257,083  
  83,643     (b)   Impac Secured Assets CMN Owner Trust, Series 2000 3      8.000        10/25/30        77,926  
  430,000     (a),(b)   J.P. Morgan Chase Commercial Mortgage Securities Trust 2018-AON, Series 2018 AON      4.767        07/05/31        206,400  
  176,796       JP Morgan Alternative Loan Trust 2006-S1, Series 2006 S1      6.500        03/25/36        90,684  
  500,000     (a),(b)   JP Morgan Chase Commercial Mortgage Securities Trust 2016- JP4, Series 2016 JP4      3.509        12/15/49        376,279  
  368,000     (a)   JP Morgan Chase Commercial Mortgage Securities Trust 2019- ICON UES, Series 2019 UES      4.343        05/05/32        356,966  
  500,000     (a)   JP Morgan Chase Commercial Mortgage Securities Trust 2020- NNN, Series 2020 NNN      3.620        01/16/37        210,005  
  697,000     (b)   JPMDB Commercial Mortgage Securities Trust 2016-C4, Series 2016 C4      3.163        12/15/49        598,864  
  500,000     (a)   JPMDB Commercial Mortgage Securities Trust 2017-C7, Series 2017 C7      3.000        10/15/50        397,107  

 

See Notes to Financial Statements

  

17


Portfolio of Investments June 30, 2025 (continued)

JMM

 

PRINCIPAL         DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
    MORTGAGE-BACKED SECURITIES (continued)

 

     
$ 500,000     (a)   Legends Outlets Kansas City KS Mortgage Secured Pass- Through Trust, Series 2024 LGND      6.021%        11/05/39      $ 502,001  
  400,000      (a),(b)    Manhattan West 2020-1MW Mortgage Trust, Series 2020 1MW      2.413        09/10/39        370,922  
  206,433       MASTR Alternative Loan Trust 2004-1, Series 2004 1      7.000        01/25/34        209,914  
  67,946       MASTR Alternative Loan Trust 2004-5, Series 2004 5      7.000        06/25/34        69,702  
      77,809       MASTR Asset Securitization Trust 2003-11, Series 2003 11      5.250        12/25/33        78,647  
  500,000     (b)   Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28, Series 2016 C28      4.752        01/15/49            450,806  
  18,337       Morgan Stanley Mortgage Loan Trust 2006-2, Series 2006 2      5.750        02/25/36        17,234  
  325,000     (a),(b)   MTN Commercial Mortgage Trust 2022-LPFL, Series 2022 LPFL, (TSFR1M + 1.896%)      6.216        03/15/39        325,050  
  1,000,000     (a),(b)   Natixis Commercial Mortgage Securities Trust 2019-MILE, (TSFR1M + 2.829%)      7.141        07/15/36        787,075  
  205,127     (a),(b)   New Residential Mortgage Loan Trust 2014-1, Series 2014 1A      5.910        01/25/54        199,052  
  341,914     (a),(b)   New Residential Mortgage Loan Trust 2015-2, Series 2015 2A      5.289        08/25/55        339,910  
  135,000     (a)   SLG Office Trust 2021-OVA, Series 2021 OVA      2.851        07/15/41        115,732  
  250,000     (a),(b)   VNDO Trust 2016-350P, Series 2016 350P      4.033        01/10/35        246,202  
  5,168     (b)   Washington Mutual MSC Mortgage Pass-Through Certificates Series 2004-RA3 Trust, Series 2004 RA3      5.548        08/25/38        5,145  
  195,000       Wells Fargo Commercial Mortgage Trust 2016-C33, Series 2016 C33      3.896        03/15/59        187,281  
  500,000     (b)   Wells Fargo Commercial Mortgage Trust 2017-C38, Series 2017 C38      3.903        07/15/50        461,655  

 

 

 
   

TOTAL MORTGAGE-BACKED SECURITIES

(Cost $43,352,405)

           40,637,834  
   

 

 
PRINCIPAL         DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
    SOVEREIGN DEBT - 0.8% (0.6% of Total Investments)

 

     
    BAHRAIN - 0.4%

 

     
  250,000     (a)   Bahrain Government International Bond      7.000        10/12/28        256,391  

 

 

 
    TOTAL BAHRAIN            256,391  
   

 

 
    TURKEY - 0.4%

 

     
  250,000       Turkiye Government International Bond      5.950        01/15/31        240,586  

 

 

 
    TOTAL TURKEY            240,586  
   

 

 
   

TOTAL SOVEREIGN DEBT

(Cost $511,898)

           496,977  
   

 

 
PRINCIPAL         DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
    VARIABLE RATE SENIOR LOAN INTERESTS - 0.9% (0.6% of Total Investments)

 

     
    CAPITAL GOODS - 0.3%

 

     
  206,825     (b)   Core & Main LP, Term Loan B, (TSFR6M + 2.000%)      6.270        07/27/28        207,213  

 

 

 
    TOTAL CAPITAL GOODS            207,213  
   

 

 
    INSURANCE - 0.3%

 

     
  158,605     (b)   Alliant Holdings Intermediate, LLC, Term Loan B6, (TSFR1M + 2.750%)      7.072        09/19/31        158,821  

 

 

 
    TOTAL INSURANCE            158,821  
   

 

 
    MATERIALS - 0.3%

 

     
  193,056     (b)   INEOS Quattro Holdings UK Ltd, First Lien Term Loan B, (TSFR1M + 4.250%)      8.677        03/29/29        180,266  

 

 

 
    TOTAL MATERIALS            180,266  
   

 

 
   

TOTAL VARIABLE RATE SENIOR LOAN INTERESTS

(Cost $557,747)

           546,300  
   

 

 
   

TOTAL LONG-TERM INVESTMENTS

(Cost $89,514,302)

           85,770,693  
   

 

 

 

18

  

See Notes to Financial Statements


 

PRINCIPAL         DESCRIPTION    RATE      MATURITY      VALUE  

 

 

 
    SHORT-TERM INVESTMENTS - 2.9%(2.0% of Total Investments)

 

     
    REPURCHASE AGREEMENTS - 2.9% (2.0% of Total Investments)

 

     
$   1,775,000        (i)      Fixed Income Clearing Corporation      4.370%        07/01/25      $   1,775,000  

 

 

 
   

TOTAL REPURCHASE AGREEMENTS

(Cost $1,775,000)

           1,775,000  
   

 

 
   

TOTAL SHORT-TERM INVESTMENTS

(Cost $1,775,000)

           1,775,000  
   

 

 
   

TOTAL INVESTMENTS - 140.5%

(Cost $91,289,302)

           87,545,693  
   

 

 
    REVERSE REPURCHASE AGREEMENTS, INCLUDING ACCRUED INTEREST - (41.4)%(j)            (25,813,494
   

 

 
    OTHER ASSETS & LIABILITIES, NET - 0.9%            584,603  
   

 

 
    NET ASSETS APPLICABLE TO COMMON SHARES - 100%          $ 62,316,802  
   

 

 

 

I/O   Interest only security
LIBOR   London Inter-Bank Offered Rate
M   Month
SOFR30A   30 Day Average Secured Overnight Financing Rate
TSFR1M   CME Term Secured Overnight Financing Rate 1 Month
TSFR3M   CME Term Secured Overnight Financing Rate 3 Month
TSFR6M   CME Term Secured Overnight Financing Rate 6 Month
(a)   Security is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities are deemed liquid and may be resold in transactions exempt from registration, which are normally those transactions with qualified institutional buyers. As of the end of the reporting period, the aggregate value of these securities is $53,038,724 or 60.6% of Total Investments.
(b)   Floating or variable rate security includes the reference rate and spread, unless the variable rate is based on the underlying asset of the security. Coupon rate reflects the rate at period end.
(c)   When-issued or delayed delivery security.
(d)   Contains $1,000 Par Preferred and/or Contingent Capital Securities.
(e)   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 $29,912,722 have been pledged as collateral for reverse repurchase agreements.
(f)   Perpetual security. Maturity date is not applicable.
(g)   Contingent Capital Securities (“CoCos”) are debt or preferred securities with loss absorption characteristics built into the terms of the security for the benefit of the issuer, for example an automatic write-down of principal or a mandatory conversion into the issuer’s common stock under certain adverse circumstances, such as the issuer’s capital ratio falling below a specified level. As of the end of the reporting period, the Fund’s total investment in CoCos was 2.1% of Total Investments.
(h)   $1,000 Par Institutional Preferred security. As of the end of the period, the percent of $1,000 Par Institutional Preferred securities was 4.2% of Total Investments.
(i)   Agreement with Fixed Income Clearing Corporation, 4.370% dated 6/30/25 to be repurchased at $1,775,215 on 7/1/25, collateralized by Government Agency Securities, with coupon rate 4.000% and maturity date 6/30/32, valued at $1,810,562.
(j)   Reverse Repurchase Agreements, including accrued interest as a percentage of Total investments is 29.5%.

Investments in Derivatives

 

Futures Contracts - Long                                   
Description    Number of
Contracts
    

Expiration

Date

     Notional
Amount
     Value      Unrealized
Appreciation
(Depreciation)
 
U.S. Treasury 5-Year Note      40        9/25        $4,315,390        $4,360,000        $44,610  
U.S. Treasury Ultra 10-Year Note      49        9/25        5,496,624        5,599,016        102,392  
U.S. Treasury Ultra Bond      38        9/25        4,382,519        4,526,750        144,231  
Total                        $14,194,533        $14,485,766        $291,233  

 

Interest Rate Swaps - OTC Uncleared  
Counterparty    Fund
Pay/Receive
Floating Rate
    

Floating Rate

Index

     Fixed Rate
(Annualized)
    Fixed Rate
Payment
Frequency
     Effective
Date(a)
    

Optional
Termination

Date

    

Maturity

Date

     Notional
Amount
     Value      Unrealized
Appreciation
(Depreciation)
 
Morgan Stanley Capital Services, LLC      Receive       
1-Month
LIBOR
 
 
     1.994     Monthly        6/01/18        7/01/25        7/01/27      $ 17,000,000      $ 40,188      $ 40,188  

 

(a)

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

 

See Notes to Financial Statements

  

19


Statement of Assets and Liabilities

 

June 30, 2025    JMM  
ASSETS   
Long-term investments, at value    $  85,770,693  
Short-term investments, at value      1,775,000  
Cash      56,469  
Cash collateral at broker for investments in futures contracts(1)      379,532  
Cash collateral at broker for investments in reverse repurchase agreements(1)      435,343  
Unrealized appreciation on interest rate swaps contracts      40,188  
Receivables:   

Interest

     627,178  

Investments sold

     1,138  

Reclaims

     1,959  

Variation margin on futures contracts

     80,109  
Other      5,258  
Total assets      89,172,867  
LIABILITIES   
Cash collateral due to broker for investments in swaps      68,508  
Reverse repurchase agreements, including accrued interest      25,813,494  
Payables:   

Management fees

     61,455  

Dividends

     219,531  

Investments purchased - regular settlement

     40,000  

Investments purchased - when-issued/delayed-delivery settlement

     565,000  
Accrued expenses:   

Custodian fees

     34,459  

Investor relations

     2,159  

Trustees fees

     2,132  

Professional fees

     41,269  

Shareholder reporting expenses

     4,739  

Shareholder servicing agent fees

     1,764  

Other

     1,555  
Total liabilities      26,856,065  
Net assets applicable to common shares    $ 62,316,802  
Common shares outstanding      9,462,350  
Net asset value (“NAV”) per common share outstanding    $ 6.59  
NET ASSETS APPLICABLE TO COMMON SHARES CONSIST OF:         
Common shares, $0.01 par value per share    $ 94,624  
Paid-in capital      80,433,659  
Total distributable earnings (loss)      (18,211,481
Net assets applicable to common shares    $ 62,316,802  
Authorized shares:   

Common

     Unlimited  
Long-term investments, cost    $ 89,514,302  
Short-term investments, cost    $ 1,775,000  

 

(1)

Cash pledged to collateralize the net payment obligations for investments in derivatives and reverse repurchase agreements.

 

20

  

See Notes to Financial Statements


Statement of Operations

 

Year Ended June 30, 2025    JMM  
INVESTMENT INCOME   
Interest    $ 4,721,801  
Tax withheld      (641
Total investment income      4,721,160  
EXPENSES   
Management fees      736,774  
Shareholder servicing agent fees      12,115  
Interest expense      1,258,496  
Trustees fees      3,300  
Custodian expenses      47,445  
Investor relations expenses      16,433  
Professional fees      104,013  
Shareholder reporting expenses      20,947  
Stock exchange listing fees      7,717  
Other      12,262  
Total expenses      2,219,502  
Net investment income (loss)      2,501,658  
REALIZED AND UNREALIZED GAIN (LOSS)   
Realized gain (loss) from:   

Investments

     (501,158

Futures contracts

     (259,728

Swap contracts

     499,820  

Foreign currency transactions

     5,214  
Net realized gain (loss)      (255,852
Change in unrealized appreciation (depreciation) on:   

Investments

     2,673,307  

Futures contracts

     138,991  

Swap contracts

     (514,766
Net change in unrealized appreciation (depreciation)      2,297,532  
Net realized and unrealized gain (loss)      2,041,680  
Net increase (decrease) in net assets applicable to common shares from operations    $   4,543,338  

 

See Notes to Financial Statements

  

21


Statement of Changes in Net Assets

 

     JMM  
      Year Ended 6/30/25     Year Ended 6/30/24  
OPERATIONS     
Net investment income (loss)    $ 2,501,658     $ 2,276,389  
Net realized gain (loss)      (255,852     (1,072,761
Net change in unrealized appreciation (depreciation)      2,297,532       2,550,314  
Net increase (decrease) in net assets applicable to common shares from operations      4,543,338       3,753,942  
DISTRIBUTIONS TO COMMON SHAREHOLDERS     
Dividends      (3,158,649     (2,961,415
Return of Capital      (63,281     (161,161
Total distributions      (3,221,930     (3,122,576
Net increase (decrease) in net assets applicable to common shares      1,321,408       631,366  
Net assets applicable to common shares at the beginning of period      60,995,394       60,364,028  
Net assets applicable to common shares at the end of period    $      62,316,802     $      60,995,394  

 

22

  

See Notes to Financial Statements


Statement of Cash Flows

 

Year Ended June 30, 2025    JMM  
CASH FLOWS FROM OPERATING ACTIVITIES   
Net Increase (Decrease) in Net Assets Applicable to Common Shares from Operations    $ 4,543,338  
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      (26,678,701
Proceeds from sale and maturities of investments      25,360,285  
Proceeds from (Purchase of) short-term investments, net      (50,000
Amortization (Accretion) of premiums and discounts, net      27,838  
(Increase) Decrease in:   

Receivable for interest

     (67,333

Receivable for reclaims

     1,829  

Receivable for investments sold

     50,189  

Receivable for variation margin on futures contracts

     (80,109

Other assets

     2,524  
Increase (Decrease) in:   

Payable for interest

     (87,343

Payable for investments purchased - regular settlement

     40,000  

Payable for investments purchased - when-issued/delayed-delivery settlement

     504,606  

Payable for variation margin on futures contracts

     (90,938

Payable for management fees

     1,769  

Accrued custodian fees

     (16,096

Accrued investor relations fees

     1,833  

Accrued Trustees fees

     550  

Accrued professional fees

     32,758  

Accrued shareholder reporting expenses

     (2,067

Accrued shareholder servicing agent fees

     430  

Accrued other expenses

     1,555  
Net realized (gain) loss from investments      501,158  
Net realized (gain) loss from foreign currency transactions      (5,214
Net realized (gain) loss from paydowns      (30,852
Net change in unrealized (appreciation) depreciation of investments      (2,673,307
Net change in unrealized (appreciation) depreciation of swap contracts      514,766  
Net cash provided by (used in) operating activities      1,803,468  
CASH FLOWS FROM FINANCING ACTIVITIES   
Proceeds from reverse repurchase agreements      210,226,961  
(Repayments of) reverse repurchase agreements      (208,186,840
Increase (Decrease) in:   

Cash collateral due to broker

     (565,464
Cash distributions paid to common shareholders      (3,249,847
Net cash provided by (used in) financing activities      (1,775,190
Net increase (decrease) in cash and cash collateral at brokers      28,278  
Cash and cash collateral at brokers at the beginning of period      843,066  
Cash and cash collateral at brokers at the end of period    $ 871,344  
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION      JMM  
Cash paid for interest    $    1,343,956  

The following table provides a reconciliation of cash and cash collateral at brokers to the Statement of Assets and Liabilities:

 

      JMM  
Cash    $ 56,469  
Cash collateral at broker for investments in futures contracts      379,532  
Cash collateral at broker for investments in reverse repurchase agreements      435,343  
Total cash and cash collateral at brokers    $      871,344  

 

See Notes to Financial Statements

  

23


Financial Highlights

 

The following data is for a common share outstanding for each fiscal year end unless otherwise noted:

 

            Investment Operations                   

Less Distributions to

Common Shareholders

            Common Share  
     

Common
Share

Net Asset
Value,

Beginning

of Period

    

Net
Investment
Income (NII)

(Loss)(a)

    

Net Realized/
Unrealized

Gain (Loss)

     Total     

From

NII

    

From Net

Realized
Gains

     Return of
Capital
     Total     

Net Asset
Value, End of

Period

    

Share Price,
End of

Period

 
JMM                                                                                          
6/30/25        $6.45          $0.26          $0.22          $0.48          $(0.33        $–          $(0.01        $(0.34        $6.59          $6.28  
6/30/24      6.38        0.24        0.16        0.40        (0.31             (0.02      (0.33      6.45        5.97  
6/30/23      6.56        0.22        (0.05      0.17        (0.27             (0.08      (0.35      6.38        5.80  
6/30/22      7.82        0.24        (1.14      (0.90      (0.26             (0.10      (0.36      6.56        6.10  
6/30/21      7.48        0.26        0.40        0.66        (0.32                    (0.32      7.82        7.46  

 

(a)

Based on average shares outstanding.

(b)

Total Return Based on Common Share NAV is the combination of changes in common share NAV, reinvested distributions at Common Share NAV, if any. The last distribution 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 distribution declared in the period may often be based on the Fund’s market price (and not its NAV), and therefore may be different from the price used in the calculation. Total returns are not annualized.

Total Return Based on Common Share Price is the combination of changes in the market price per share and the effect of reinvested distributions, if any, at the average price paid per share at the time of reinvestment. The last distribution 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 distribution 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.

 

24


 

                 

Common Share Supplemental Data/

Ratios Applicable to Common Shares

 

Common Share

Total Returns

               

Ratios to Average

Net Assets

       

Based

on

Net Asset

Value(b)

   

Based

on

Share

Price(b)

         

Net

Assets,

End of

Period (000)

   Expenses(c)    

Net

Investment

Income

(Loss)(c)

   

Portfolio

Turnover

Rate

 
                                               
             7.61             11.14      $62,317                 3.59              4.05             30
  6.48       8.87        60,995      3.91       3.80       19  
  2.59       0.75        60,364      3.45       3.43       18  
  (12.04     (13.94      62,061      1.68       3.28       89  
  9.13       13.13          74,041      1.55       3.41       107  

 

(c)

Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to reverse repurchase agreements (as described in Notes to Financial Statements), where applicable.

Each ratio includes the effect of all interest expenses paid and other costs related to reverse repurchase agreements, where applicable, as follows:

 

Ratios of Interest

Expense to

Average Net Assets

Applicable

to Common Shares

 
      JMM  
6/30/25      2.04%  
6/30/24      2.45  
6/30/23      1.81  
6/30/22      0.18  
6/30/21      0.10  

 

  

See Notes to Financial Statements

 

25


Notes to Financial Statements

 

1. General Information

Fund Information: Nuveen Multi-Market Income Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company. The Fund’s shares are listed on the New York Stock Exchange (“NYSE”) and trade under the ticker symbol “JMM.” The Fund was organized as a Massachusetts business trust on May 27, 2014 (previously organized as a Virginia corporation).

Current Fiscal Period: The end of the reporting period for the Fund is June 30, 2025, and the period covered by these Notes to Financial Statements is the fiscal year ended June 30, 2025 (the “current fiscal period”).

Investment Adviser and Sub-Adviser: The Fund’s 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 Fund, oversees the management of the Fund’s portfolio, manages the Fund’s business affairs and provides certain clerical, bookkeeping and other administrative services, and, if necessary, asset allocation decisions. The Adviser has entered into a sub- advisory agreement with Nuveen Asset Management, LLC, (the “Sub-Adviser”), a subsidiary of the Adviser, under which the Sub-Adviser manages the investment portfolio of the Fund.

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. The Fund is an investment company and follows accounting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 946, Financial Services – Investment Companies. The net asset value (“NAV”) for financial reporting purposes may differ from the NAV for processing security and common share transactions. The NAV for financial reporting purposes includes security and common share transactions through the date of the report. Total return is computed based on the NAV used for processing security and common share transactions. The following is a summary of the significant accounting policies consistently followed by the Fund.

Compensation: The Fund pays no compensation directly to those of its officers, all of whom receive remuneration for their services to the Fund 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.

The Fund’s distribution policy, which may be changed by the Board, is to make regular monthly cash distributions to holders of their common shares (stated in terms of a fixed cents per common share dividend distributions rate which may be set from time to time). The Fund intends to distribute all or substantially all of its net investment income each year through its regular monthly distribution and to distribute realized capital gains at least annually. In addition, in any monthly period, to maintain its declared per common share distribution amount, the Fund may distribute more or less than its net investment income during the period. In the event the Fund distributes more than its net investment income during any yearly period, such distributions may also include realized gains and/or a return of capital. To the extent that a distribution includes a return of capital the NAV per share may erode.

Indemnifications: Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts that provide general indemnifications to other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts and expects 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 foreign securities, when information is available. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded at fair value. Interest income, which reflects the amortization of premiums and includes accretion of discounts for financial reporting purposes, is recorded on an accrual basis. Interest income also reflects payment-in-kind (“PIK”) interest, fees earned from reverse repurchase agreements and paydown gains and losses, if any. PIK interest represents income received in the form of securities in lieu of cash. Fees earned from reverse repurchase agreements are further described in later in these Notes to Financial Statements.

Netting Agreements: In the ordinary course of business, the Fund may enter into transactions subject to enforceable International Swaps and Derivatives Association, Inc. (ISDA) master agreements or other similar arrangements (“netting agreements”). Generally, the right to offset in netting agreements allows the 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, the Fund manages its cash collateral and securities collateral on a counterparty basis. With respect to certain counterparties, in accordance with the terms of the netting agreements, collateral posted to the Fund is held in a segregated account by the Fund’s custodian and/or with respect to those amounts which can be sold or repledged, are presented in the Fund’s Portfolio of Investments or Statement of Assets and Liabilities.

The Fund’s investments subject to netting agreements as of the end of the reporting period, if any, are further described later in these Notes to Financial Statements.

 

26


 

Segment Reporting: In November 2023, the FASB issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 also requires a public entity that has a single reportable segment to provide all the disclosures required by the amendments in ASU 2023-07 and all existing segment disclosures in Topic 280. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Fund adopted ASU 2023-07 during the current reporting period. Adoption of the new standard impacted financial statement disclosures only and did not affect the Fund’s financial positions or the results of their operations.

The Fund represents a single operating segment. The officers of the Fund act as the chief operating decision maker (“CODM”). The CODM monitors the operating results of the Fund as a whole and is responsible for the Fund’s long-term strategic asset allocation in accordance with the terms of its prospectus, based on a defined investment strategy which is executed by the Fund’s portfolio managers as a team. The financial information in the form of the Fund’s portfolio composition, total returns, expense ratios and changes in net assets (i.e., changes in net assets resulting from operations, subscriptions and redemptions), which are used by the CODM to assess the segment’s performance versus the Fund’s comparative benchmarks and to make resource allocation decisions for the Fund’s single segment, is consistent with that presented within the Fund’s financial statements. Segment assets are reflected on the Statement of Assets and Liabilities as “total assets” and significant segment revenues and expenses are listed on the Statement of Operations.

New Accounting Pronouncement: In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) Improvements to Income tax disclosures (“ASU 2023-09”). The primary purpose of the amendments within ASU 2023-09 is to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation table and income taxes paid information. The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Management is currently evaluating the implications of these changes on the financial statements.

3. Investment Valuation and Fair Value Measurements

The Fund’s investments in securities are recorded at their estimated fair value utilizing valuation methods approved by the Adviser, subject to oversight of 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 management’s assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The following is a summary of the three-tiered hierarchy of valuation input levels.

Level 1 – Inputs are unadjusted and prices are determined using quoted prices in active markets for identical securities.

Level 2 – Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, credit spreads, etc.).

Level 3 – Prices are determined using significant unobservable inputs (including management’s assumptions in determining the fair value of investments).

A description of the valuation techniques applied to the Fund’s major classifications of assets and liabilities measured at fair value follows:

Prices of fixed-income securities are generally provided by pricing services approved by the Adviser, which is subject to review by the Adviser and oversight of the Board. Pricing services establish a security’s fair value using methods that may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. In pricing certain securities, particularly less liquid and lower quality securities, pricing services may consider information about a security, its issuer or market activity provided by the Adviser. These securities are generally classified as Level 2.

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.

For any portfolio security or derivative for which market quotations are not readily available or for which the Adviser deems the valuations derived using the valuation procedures described above not to reflect fair value, the Adviser will determine a fair value in good faith using alternative procedures approved by the Adviser, subject to the oversight of the Board. As a general principle, the fair value of a security is the amount that the owner might reasonably expect to receive for it in a current sale. A variety of factors may be considered in determining the fair value of such securities, which may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant. To the extent the inputs are observable and timely, the values would be classified as Level 2; otherwise they would be classified as Level 3.

 

27


Notes to Financial Statements (continued)

 

The following table summarizes the market value of the Fund’s investments as of the end of the reporting period, based on the inputs used to value them:

 

JMM    Level 1      Level 2      Level 3      Total  
Long-Term Investments:            

Asset-Backed Securities

   $      $ 18,609,095      $      $ 18,609,095  

Corporate Bonds

            25,480,487               25,480,487  

Mortgage-Backed Securities

                 40,637,834                    40,637,834  

Sovereign Debt

            496,977               496,977  

Variable Rate Senior Loan Interests

            546,300               546,300  
Short-Term Investments:            

Repurchase Agreements

            1,775,000               1,775,000  
Investments in Derivatives:            

Futures Contracts*

          291,233                       –        291,233  

Interest Rate Swaps*

            40,188               40,188  
Total    $ 291,233      $ 87,585,881      $      $ 87,877,114  

 

*

Represents net unrealized appreciation (depreciation).

4.  Portfolio Securities

Repurchase Agreements: In connection with transactions in repurchase agreements, it is the Fund’s policy that its custodian take possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest, at all times. If the counterparty defaults, and the fair value of the collateral declines, realization of the collateral may be delayed or limited.

The following table presents the repurchase agreements for the Fund 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

JMM    Fixed Income Clearing Corporation    $1,775,000    $(1,810,562)

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.

Purchases and Sales: Long-term purchases and sales during the current fiscal period were as follows:

 

Fund   

Non-U.S.

Government
Purchases

  

U.S.

Government
Purchases

    

Non-U.S.

Government Sales
and Maturities

    

U.S.

Government

Sales

 
JMM    $   15,607,437    $    11,071,264      $    18,623,160      $    6,737,125  

The Fund 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. If the 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.

5.  Derivative Investments

The Fund is authorized to invest in certain derivative instruments. As defined by U.S. GAAP, a derivative is a financial instrument whose value is derived from an underlying security price, foreign exchange rate, interest rate, index of prices or rates, or other variables. Investments in derivatives as of the end of and/or during the current fiscal period, if any, are included within the Statement of Assets and Liabilities and the Statement of Operations, respectively.

Futures Contracts: During the current fiscal period, the Fund used U.S. Treasury futures as part of an overall portfolio construction strategy to manage portfolio duration and yield curve exposure.

 

28


 

A futures contract is an agreement between two parties to buy and sell a financial instrument for a set price on a future date. Upon execution of a futures contract, 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. Securities deposited for initial margin, if any, are identified in the Portfolio of Investments and cash deposited for initial margin, if any, is reflected on the Statement of Assets and Liabilities.

During the period the futures contract is open, changes in the market value of the contract are recognized as an unrealized gain or loss by “marking- to-market” on a daily basis. The Fund and the clearing broker are obligated to settle monies on a daily basis representing the changes in the value of the contracts. These daily cash settlements are known as “variation margin” and is recognized on the Statement of Assets and Liabilities as a receivable or payable for variation margin on futures contracts. When the contract is closed or expired, the 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. The net realized gain or loss and the change in unrealized appreciation (depreciation) on futures contracts held during the period is included 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.

The average notional amount of futures contracts outstanding during the current fiscal period was as follows:

 

Fund   

Average Notional Amount of Futures

Contracts Outstanding*

JMM    $9,857,647

 

*

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 fiscal quarter within the current fiscal period.

Interest Rate Swap Contracts: During the current fiscal period, the Fund used interest rate swap contracts to partially hedge its interest cost of leverage.

Interest rate swap contracts involve the Fund’s agreement with the counterparty to pay or receive a fixed rate payment in exchange for the counterparty receiving or paying a variable rate payment. Forward interest rate swap contracts involve the Fund’s agreement with a counterparty to pay, in the future, a fixed or variable rate payment in exchange for the counterparty paying the Fund a variable or fixed rate payment, the accruals for which would begin at a specified date in the future (the “effective date”).

Upon entering into an interest rate swap contract (and beginning on the effective date for a forward interest rate swap contract), the Fund accrues the fixed rate payment expected to be paid or received and the variable rate payment expected to be received or paid on the interest rate swap contracts on a daily basis, and recognizes the daily change in the fair value of the Fund’s contractual rights and obligations under the contracts. 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 on such transactions is limited to the net amount of interest payments that the Fund is to receive from the counterparty. Payments paid (received) at the beginning of the measurement period are reflected as swap premiums paid (received) on the Statement of Assets and Liabilities, when applicable. Interest rate swaps can be settled either directly with the counterparty (“OTC”) or through a central clearinghouse (“centrally cleared”). For OTC swaps, the daily change in the market value of the swap contract, along with any daily interest fees accrued, are recognized as unrealized appreciation (depreciation) on interest rate swaps contracts on the Statement of Assets and Liabilities.

Upon the execution of a centrally cleared swap, 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. Securities deposited for initial margin, if any, are identified in the Portfolio of Investments and cash deposited for initial margin, if any, is reflected on the Statement of Assets and Liabilities. The Fund and the clearing broker are obligated to settle monies on a daily basis representing the changes in the value of the swap contracts. These daily cash settlements are known as “variation margin” and is recognized on the Statement of Assets and Liabilities as a receivable or payable for variation margin on interest rate swaps contracts.

Changes in the value of the swap contracts during the fiscal period are recognized as net unrealized appreciation (depreciation) of swaps contracts on the Statement of Operations. The net amount of periodic payments settled in cash are recognized as net realized gain (loss) from swap contracts on the Statement of Operations, in addition to the net realized gain or loss recorded upon the termination of the swap contract.

The average notional amount of interest rate swap contracts outstanding during the current fiscal period, was as follows:

 

Fund   

Average Notional Amount of Interest Rate

Swap Contracts Outstanding*

JMM    $17,000,000

 

*

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 fiscal quarter within the current fiscal period.

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.

 

29


Notes to Financial Statements (continued)

 

Fund    Counterparty   

Gross Unrealized
Appreciation Interest Rate

Swaps***

  

Gross Unrealized
(Depreciation) Interest

Rate Swaps***

   Net Unrealized    Collateral
Pledged to (from)
Counterparty
   Net Exposure
JMM   

Morgan Stanley Capital

Services LLC

   $       40,188    $        –    $      40,188    $      (69,218)    $      29,030
***

Represents gross unrealized appreciation (depreciation) for the counterparty as reported in the Fund’s Portfolio of Investments.

At the end of the reporting period, the fund has invested in derivative contracts which are reflected in the Statement of Assets and Liabilities as follows:

 

          Asset Derivatives         Liability Derivatives
Derivative Instrument    Risk Exposure    Location    Value    Location    Value
JMM            
Futures Contracts   

Interest rate

  

Unrealized appreciation on

futures contracts*

   $291,233       $–
Interest Rate Swaps    Interest rate   

Unrealized appreciation on

interest rate swaps contracts

   40,188      

 

*

The fair value presented includes cumulative gain (loss) on open futures contracts; however, the value reflected in the accompanying Statements of Assets and Liabilities is only the receivable or payable for variation margin on open futures contracts.

During the current fiscal period, the effect of derivative contracts on the Fund’s Statement of Operations was as follows:

 

Derivative Instrument           Risk Exposure          

Net Realized Gain

(Loss)

    Change in
Unrealized
Appreciation
(Depreciation)
 
JMM        
Futures contracts    Interest rate    $ (259,728   $ 138,991  
Swap contracts    Interest rate      499,820       (514,766

Market and Counterparty Credit Risk: In the normal course of business the 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 the Fund to counterparty credit risk, consist principally of cash due from counterparties on forward, option and swap transactions, when applicable. The extent of the Fund’s exposure to counterparty credit risk in respect to these financial assets approximates their carrying value as recorded on the Statement of Assets and Liabilities.

The 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 the Fund with a value approximately equal to the amount of any unrealized gain above a pre-determined threshold. Reciprocally, when the Fund has an unrealized loss, the Fund has instructed the custodian to pledge assets of the Fund 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.

6.  Fund Shares

Common Shares: The Fund did not have any transactions in common shares during the current and prior fiscal periods.

7. Income Tax Information

The 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.

The Fund files income tax returns in U.S. federal and applicable state and local jurisdictions. A Fund’s 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 the Fund’s tax positions taken for all open tax years and has concluded that no provision for income tax is required in the Fund’s 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, foreign currency transactions, paydowns, and treatment of notional principal contracts. Temporary and permanent differences have no impact on a Fund’s net assets.

 

30


 

As of year end, the aggregate cost and the net unrealized appreciation/(depreciation) of all investments for federal income tax purposes were as follows:

 

Fund    Tax Cost     Gross Unrealized
Appreciation
   

Gross

Unrealized
(Depreciation)

    Net
Unrealized
Appreciation
(Depreciation)
 
JMM    $    91,926,184     $     799,545     $    (4,848,615)     $      (4,049,070)  

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  
JMM   $       —     $       —     $   (4,049,070)     $   (13,888,003)     $       —     $    (274,408)     $   (18,211,481)  

The tax character of distributions paid was as follows:

 

           6/30/25           6/30/24  
Fund   

Ordinary

Income

    Long-Term
Capital Gains
   

Return

of Capital

   

Ordinary

Income

    Long-Term
Capital Gains
   

Return

of Capital

 
JMM    $   3,158,649     $      —     $    63,281     $    2,961,415     $      —     $    161,161  

As of year end, the Fund had capital loss carryforwards, which will not expire:

 

Fund   Short-Term     Long-Term     Total  
JMM   $     1,614,905     $     12,273,098     $     13,888,003  

8. Management Fees and Other Transactions with Affiliates

Management Fees: The Fund’s management fee compensates the Adviser for the overall investment advisory and administrative services and general office facilities. The Sub-Adviser is compensated for its services to the Fund from the management fees paid to the Adviser.

The Fund’s management fee consists of two components – a fund-level fee, based only on the amount of assets within the Fund, and a complex- level fee, based on the aggregate amount of all eligible fund assets managed by the Adviser. This pricing structure enables the Fund’s shareholders to benefit from growth in the assets within the Fund as well as from growth in the amount of complex-wide assets managed by the Adviser.

The annual fund-level fee, payable monthly, is calculated according to the following schedule:

 

Average Daily Managed Assets*    JMM
Fund-Level Fee
Rate
 
For the first $125 million      0.7000
For the next $125 million      0.6875  
For the next $150 million      0.6750  
For the next $600 million      0.6625  
For managed assets over $1 billion      0.6500  

 

31


Notes to Financial Statements (continued)

 

The annual complex-level fee, payable monthly, is calculated according to the following schedule:

 

Complex-Level Asset Breakpoint Level*    Complex-Level Fee  
For the first $124.3 billion      0.1600
For the next $75.7 billion      0.1350  
For the next $200 billion      0.1325  
For eligible assets over $400 billion      0.1300  

 

*

The complex-level fee is calculated based upon the aggregate daily “eligible assets” of all Nuveen-branded closed-end funds and Nuveen branded open-end funds (“Nuveen Mutual Funds”). Except as described below, eligible assets include the assets of all Nuveen-branded closed-end funds and Nuveen Mutual Funds organized in the United States. Eligible assets do not include the net assets of: Nuveen fund-of-funds, Nuveen money market funds, Nuveen index funds, Nuveen Large Cap Responsible Equity Fund or Nuveen Life Large Cap Responsible Equity Fund. In addition, eligible assets include a fixed percentage of the aggregate net assets of the active equity and fixed income Nuveen Mutual Funds advised by the Adviser’s affiliate, Teachers Advisors, LLC (except those identified above). The fixed percentage will increase annually until May 1, 2033, at which time eligible assets will include all of the aggregate net assets of the active equity and fixed income Nuveen Mutual Funds advised by Teachers Advisors, LLC (except those identified above). Eligible assets include closed-end fund assets managed by the Adviser that are attributable to financial leverage. For these purposes, financial leverage includes the closed-end funds’ use of preferred stock and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trust’s issuance of floating rate securities, subject to an agreement by the Adviser as to certain funds to limit the amount of such assets for determining eligible assets in certain circumstances.

As of the end of the reporting period, the complex-level fee rate for the Fund was as follows:

 

Fund    Complex-Level Fee  
JMM      0.1569

9. Fund Leverage

Reverse Repurchase Agreements: During the current fiscal period, the fund utilized reverse repurchase agreements as a means of leverage.

The 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, the 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” on the Statement of Operations.

In a reverse repurchase agreement, the Fund retains the risk of loss associated with the sold security. 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.

As of the end of the reporting period, the Fund’s outstanding balances on its reverse repurchase agreements were as follows:

 

Fund    Counterparty    Rate      Principal
Amount
     Maturity      Value     

Value and Accrued

Interest

 
JMM    BNP Paribas SA      4.57%        $(9,961,671)        7/29/25        $(9,961,671)        $(9,973,220)  
JMM    Goldman Sachs Group Inc/The      4.55%        (3,292,000)        7/28/25        (3,292,000)        (3,293,664)  
JMM    RBC USA Holdco Corp      5.18%        (5,012,000)        7/11/25        (5,012,000)        (5,024,981)  
JMM    TD Securities (USA), LLC      5.06%        (7,444,600)        7/15/25        (7,444,600)        (7,521,629)  
Total                    $(25,710,271)                 $(25,710,271)        $(25,813,494)  

During the current fiscal period, the average daily balance outstanding (which was for the entire current reporting period) and average interest rate on the Fund’s reverse repurchase agreements were as follows:

 

Fund    Utilization
Period (Days
Outstanding)
    Average
Daily Balance
Outstanding
     Average Annual
Interest Rate
 
JMM      365     $   (24,175,773)        5.19

 

32


 

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

 
JMM    BNP Paribas      $    (9,973,220)        $    10,350,434  
JMM    Goldman Sachs      (3,293,664)        3,490,565  
JMM    RBC USA Holdco Corp      (5,024,981)        6,551,890  
JMM    TD Securities (USA), LLC      (7,521,629)        9,519,833  
Total           $(25,813,494)        $29,912,722  
*

Represents gross value and accrued interest for the counterparty as reported in the preceding table.

10. Borrowing Arrangements

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 Fund covered by this shareholder report, will participate only as lenders, and not as borrowers, in the Inter-Fund Program because such closed-end funds rarely, if ever, need to borrow cash to meet redemptions. The Inter-Fund Program is subject to a number of conditions, including, among other things, the requirements that (1) no fund may borrow or lend money through the Inter-Fund Program unless it receives a more favorable interest rate than is typically available from a bank or other financial institution for a comparable transaction; (2) no fund may borrow on an unsecured basis through the Inter- Fund Program unless the fund’s outstanding borrowings from all sources immediately after the inter-fund borrowing total 10% or less of its total assets; provided that if the borrowing fund has a secured borrowing outstanding from any other lender, including but not limited to another fund, the inter-fund loan must be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value; (3) if a fund’s total outstanding borrowings immediately after an inter-fund borrowing would be greater than 10% of its total assets, the fund may borrow through the inter-fund loan on a secured basis only; (4) no fund may lend money if the loan would cause its aggregate outstanding loans through the Inter-Fund Program to exceed 15% of its net assets at the time of the loan; (5) a fund’s inter-fund loans to any one fund shall not exceed 5% of the lending fund’s net assets; (6) the duration of inter- fund loans will be limited to the time required to receive payment for securities sold, but in no event more than seven days; and (7) each inter-fund loan may be called on one business day’s notice by a lending fund and may be repaid on any day by a borrowing fund. In addition, a Nuveen fund may participate in the Inter-Fund Program only if and to the extent that such participation is consistent with the fund’s investment objective and investment policies. The Board is responsible for overseeing the Inter-Fund Program.

The limitations detailed above and the other conditions of the SEC exemptive order permitting the Inter-Fund Program are designed to minimize the risks associated with Inter-Fund Program for both the lending fund and the borrowing fund. However, no borrowing or lending activity is without risk. When a fund borrows money from another fund, there is a risk that the loan could be called on one day’s notice or not renewed, in which case the fund may have to borrow from a bank at a higher rate or take other actions to payoff such loan if an inter-fund loan is not available from another fund. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.

During the current reporting period, the Fund did not enter into any inter-fund loan activity.

 

33


 

 

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34


Shareholder Update

(Unaudited)

CURRENT INVESTMENT OBJECTIVE, INVESTMENT POLICIES AND PRINCIPAL RISKS OF THE FUND

NUVEEN MULTI-MARKET INCOME FUND (JMM)

Investment Objective

The Fund’s investment objective is to provide high monthly income consistent with prudent risk to capital.

Investment Policies

The Fund invests primarily in debt securities including, but not limited to residential and commercial mortgage-backed securities (both U.S. agency-backed and privately issued), asset-backed securities, corporate debt obligations, convertible debt securities, U.S government securities, municipal securities, repurchase agreements, dollar denominated debt obligations of foreign governments, and short-term, high quality fixed-income investments. The Fund also may invest in preferred stock. Preferred stock and convertible securities have characteristics of both common stock and debt.

The Fund may invest in securities of any maturity.

“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 shall include assets attributable to the Fund’s use of leverage (whether or not those assets are reflected in the Fund’s financial statements for purposes of generally accepted accounting principles), and derivatives will be valued at their market value.

Under normal circumstances:

 

 

The Fund will invest at least 65% of its total assets in securities that are rated investment grade at the time of purchase or are unrated and of comparable quality as determined by the Fund’s investment adviser.

 

 

The Fund may invest up to 35% of its total assets in securities that, at the time of purchase, are rated lower than investment grade or of comparable quality. These non-investment-grade securities are commonly referred to as “high yield” or “junk” bonds.

 

 

The Fund will not purchase futures or options on futures or sell futures if as a result the sum of the initial margin deposits on the Fund’s existing futures positions and premiums paid for outstanding options on futures contracts would exceed 5% of the Fund’s total assets. (For options that are “in-the-money” at the time of purchase, the amount by which the option is “in-the-money” is excluded from this calculation).

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.

Portfolio Contents

The Fund generally invests primarily in debt securities including, but not limited to residential and commercial mortgage-backed securities (“RMBS” and “CMBS”) (both U.S. agency-backed and privately issued), asset-backed securities (“ABS”), corporate debt obligations, convertible debt securities, U.S government securities, municipal securities, repurchase agreements, dollar denominated debt obligations of foreign governments, and short-term, high quality fixed-income investments.

The Fund may invest in mortgage-backed securities (“MBS”). MBS are structured debt obligations collateralized by pools of commercial or residential mortgages. Pools of mortgage loans and mortgage-related loans, such as mezzanine loans, are assembled into pools of assets that secure or back securities sold to investors by various governmental, government-related and private organizations. MBS in which the Fund may invest include those with fixed, floating or variable interest rates, those with interest rates that change based on a specified index of interest rates and those with interest rates that change inversely to changes in interest rates, as well as those that do not bear interest.

The Fund may invest in RMBS. RMBS are securities with payments which depend (except for rights or other assets designed to assure the servicing or timely distribution of proceeds to holders of such securities) primarily on the cash flow from residential mortgage loans made to borrowers that are secured on a first priority basis or second priority basis, subject to permitted liens, easements and other encumbrances by residential real estate (one-to four-family properties) the proceeds of which are used to purchase real estate and purchase or construct dwellings thereon (or to refinance indebtedness previously so used). Residential mortgage loans are obligations of the borrowers thereunder only and are not typically insured or guaranteed by any other person or entity. The ability of a borrower to repay a loan secured by residential property is dependent upon the income or assets of the borrower. A number of factors, including a general economic downturn, acts of God, terrorism, social unrest and civil disturbances, may impair borrowers’ abilities to repay their loans.

The Fund may invest in CMBS. CMBS generally are multi-class debt or pass-through certificates secured or backed by mortgage loans on commercial properties. CMBS generally are structured to provide protection to the senior class investors against potential losses on the underlying mortgage loans. This protection generally is provided by having the holders of subordinated classes of securities take the first loss if there are defaults on the underlying commercial mortgage loans. Other protection, which may benefit all of the classes or particular classes, may include issuer guarantees,

 

35


Shareholder Update (continued)

 

reserve funds, cross-collateralization and over-collateralization. The Fund may invest in CMBS issued or sponsored by commercial banks, savings and loan institutions, mortgage bankers, private mortgage insurance companies and other non-governmental issuers. CMBS have no governmental guarantee.

The Fund may also invest in 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 capital markets. While residential mortgages were the first financial assets to be securitized in the form of MBS, non-mortgage related securitizations have grown to include many other types of financial assets, such as credit card receivables, auto loans and student loans.

The Fund’s investments in debt securities may include investment grade and below investment grade securities. Below investment grade securities (such securities are commonly referred to as “high yield” or “junk”) 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.

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 corporate debt securities, including corporate bonds. 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.

The Fund may invest in convertible securities, which may include convertible debt, convertible preferred stock, synthetic convertible securities and may also include secured and unsecured debt, based upon the judgment of the Fund’s sub-adviser. Convertible securities may pay interest or dividends that are based on a fixed or floating rate. A convertible security is a preferred stock, warrant or other security that may be converted into or exchanged for a prescribed amount of common stock or other security of the same or a different issuer or into cash within a particular period of time at a specified price or formula.

The Fund may invest in securities issued by foreign companies, including securities issued by companies located in emerging market countries.

The Fund may invest in international debt securities of foreign governments. These securities will be U.S. dollar denominated and include debt obligations issued or guaranteed by foreign national, provincial, state, municipal or other governments with taxing authority or by their agencies or instrumentalities.

The Fund may invest in emerging market debt securities. Emerging market debt securities include a broad range of securities of emerging market issuers such as sovereign bonds, corporate bonds, and other sovereign or quasi-sovereign debt instruments. 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 issuer’s country of domicile, the primary exchange on which the security predominately trades, the location from which the majority of the issuer’s revenue comes, and the issuer’s reporting currency. Furthermore, a country is considered to be an “emerging market” if it has a relatively low gross national product per capita compared to the world’s major economies and the potential for rapid economic growth. The Fund considers a country an emerging market country based on the determination of an international organization, such as the IMF, or an unaffiliated, recognized financial data provider.

The Fund may invest in municipal securities. Municipal securities include municipal bonds, notes, securities issued to finance and refinance public projects, certificates of participation, variable rate demand obligations, lease obligations, municipal notes, pre-refunded municipal bonds, private activity bonds, securities issued by tender option bond trusts, including inverse floating rate securities, and other forms of municipal bonds and securities, and other related instruments that create exposure to municipal bonds, notes and securities that provide for the payment of interest income that is exempt from regular U.S. federal income tax.

Municipal securities are debt obligations generally 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.

The Fund may enter into mortgage dollar rolls in which the Fund sells mortgage securities for delivery in the current month, realizing a gain (loss), and simultaneously contracts to repurchase similar securities on a specified future date. During the roll period, the Fund forgoes principal and interest paid on the securities. The Fund is compensated by the interest earned on the cash proceeds of the initial sale and by the lower repurchase price at the future date. The difference between the sales proceeds and the repurchase price is recorded as a realized gain or loss.

The Fund may enter into repurchase agreements (the purchase of a security coupled with an agreement to resell that security at a higher price) with respect to its permitted investments. The Fund’s repurchase agreements will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest earned on the agreement, and will be marked-to-market daily. The Fund may also utilize reverse repurchase agreements when it is anticipated that the interest income to be earned from the investment of the proceeds of the transaction is greater than the interest expense of the transaction.

 

36


 

The Fund may invest in contingent capital securities (sometimes referred to as “CoCos”). CoCos are hybrid securities, issued primarily by non-U.S. financial institutions, which have loss absorption mechanisms benefitting the issuer built into their terms. CoCos generally provide for mandatory conversion into the common stock of the issuer or a write-down of the principal amount or value of the CoCos upon the occurrence of certain triggers linked to regulatory capital thresholds. In addition, they may provide for mandatory conversion or a principal write-down upon the occurrence of certain events such as regulatory actions calling into question the issuing banking institution’s continued viability as a going-concern. 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.

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. Loans typically bear interest at a floating rate, although some loans 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 the Secured Overnight Financing Rate (“SOFR”), a U.S. bank’s prime or base rate, the overnight federal funds rate or another rate. Due to their lower place in the borrower’s capital structure, unsecured and/or subordinated loans involve a higher degree of overall risk than senior bank loans of the same borrower. 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 borrower’s 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 Fund’s ability to intervene or obtain additional concessions from borrowers.

The Fund may invest in fixed and floating rate loans. Loans may include senior loans and secured and unsecured junior loans, including subordinated loans, second lien or more junior loans and bridge loans. Loans are typically arranged through private negotiations between borrowers in the United States or in foreign or emerging markets which may be corporate issuers or issuers of sovereign debt obligations and one or more financial institutions and other lenders. The Fund may invest in loans by purchasing assignments of all or a portion of loans or loan participations from third parties. Loan participations are loans that are shared by a group of lenders.

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 invest in payment-in-kind securities (“PIKs”). PIKs pay dividends or interest in the form of additional securities of the issuer, rather than in cash. Each of these instruments is typically issued and traded at a deep discount from its face amount. The amount of the discount varies depending on such factors as the time remaining until maturity of the securities, prevailing interest rates, the liquidity of the security and the perceived credit quality of the issuer.

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 enter into certain derivative instruments in pursuit of its investment objective, including to seek to enhance return, to hedge certain risks of its investments or as a substitute for a position in the underlying asset. Such instruments include financial futures contracts, swap contracts (including total return, interest rate and credit default swaps), interest rate caps, collars and floors, options on financial futures, options on swap contracts or other derivative instruments.

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. Illiquid securities may also include securities legally restricted as to resale, such as securities issued pursuant to Section 4(a)(2) of the 1933 Act.

The Fund may also invest in securities of other open- or closed-end investment companies (including exchange-traded funds (“ETFs”)) that invest primarily in securities of the types in which the Fund may invest directly.

The Fund may invest in distressed securities but may not invest in the securities of an issuer which, at the time of investment, is in default on its obligations to pay principal or interest thereon when due or that is involved in a bankruptcy proceeding (i.e., rated below C-, at the time of investment); provided, however, that the Fund’s sub-adviser may determine that it is in the best interest of shareholders in pursuing a workout arrangement with issuers of defaulted securities to make loans to the defaulted issuer or another party, or purchase a debt, equity or other interest from the defaulted issuer or another party, or take other related or similar steps involving the investment of additional monies, but only if that issuer’s securities are already held by the Fund.

 

37


Shareholder Update (continued)

 

Use of Leverage

The Fund uses leverage to pursue its investment objective. The Fund may source leverage through a number of methods, including through the use of certain derivatives and other financing investments that have the economic effect of leverage by creating additional investment exposures, such as investments in inverse floating rate securities, reverse repurchase agreements and dollar roll transactions. The Fund’s ability to use leverage is limited by certain fundamental investment restrictions. The amount and sources of leverage will vary depending on market conditions.

Temporary Defensive Periods

During temporary defensive periods, the Fund may deviate from its investment policies and objective. During such periods, the Fund may invest up to 100% of its assets in high quality, short-term securities, and in short-, intermediate-, or long-term U.S. Treasury securities. There can be no assurance that such techniques will be successful. Accordingly, during such periods, the Fund may not achieve its investment objective.

 

38


 

PRINCIPAL RISKS OF THE FUND

The factors that are most likely to have a material effect on the Fund’s portfolio as a whole are called “principal risks.” The Fund is subject to the principal risks indicated below, whether through direct investment or derivative positions. The Fund may be subject to additional risks other than those identified and described below because the types of investments made by the Fund can change over time.

 

Risk   JMM
Portfolio Level Risks     
Below Investment Grade Risk   X
Call Risk   X
Contingent Capital Securities (“CoCos”) Risk   X
Convertible Securities Risk   X
Counterparty Risk   X
Credit Risk   X
Credit Spread Risk   X
Debt Securities Risk   X
Deflation Risk   X
Derivatives Risk   X
Distressed or Defaulted Securities Risk   X
Dollar Roll Transactions Risk   X
Duration Risk   X
Extension Risk   X
Financial Futures and Options Risk   X
Foreign/Emerging Markets Issuer Risk   X
Hedging Risk   X
Income Risk   X
Inflation Risk   X
Interest Rate Risk   X
Loan Risk   X
Mortgage-Backed Securities (“MBS”) and Asset-Backed Securities (“ABS”) Risk   X
Municipal Securities Risk   X
Non-U.S. Securities Risk   X
Other Investment Companies Risk   X
Preferred Securities Risk   X
Reinvestment Risk   X
Restricted and Illiquid Investments Risk   X
Senior Loan Agent Risk   X
Senior Loan Risk   X
Swap Transactions Risk   X
Unrated Securities Risk   X
U.S. Government Securities Risk   X
Valuation Risk   X
When-Issued and Delayed-Delivery Transactions Risk   X
Zero Coupon Bonds or Pay-Ink-Kind Securities Risk   X

 

39


Shareholder Update (continued)

 

Risk   JMM
Fund Level and Other Risks    
Anti-Takeover Provisions   X
Cybersecurity Risk   X
Fund Tax Risk   X
Global Economic Risk   X
Investment and Market Risk   X
Legislation and Regulatory Risk   X
Leverage Risk   X
Market Discount from Net Asset Value   X
Recent Market Conditions   X
Reverse Repurchase Agreement Risk   X

 

40


 

Portfolio Level Risks:

Below Investment Grade Risk. Investments of below investment grade quality are regarded as having speculative characteristics with respect to the issuer’s 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 issuer’s 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 Fund’s ability to dispose of a particular investment. 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 Fund’s income.

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 issuer’s financial condition (e.g., a decrease in the issuer’s 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 issuer’s common stock received by the Fund will have likely declined, perhaps substantially, and may continue to decline, which may adversely affect the Fund’s net asset value (“NAV”). Further, the issuer’s common stock would be subordinate to the issuer’s other classes of securities and therefore would worsen the Fund’s 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.

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 security’s 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 issuer’s 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 issuer’s 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 a fund. 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 security’s 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 security’s “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.

Counterparty Risk. Changes in the credit quality of the companies that serve as the Fund’s counterparties with respect to derivatives or other transactions supported by another party’s 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.

 

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Shareholder Update (continued)

 

Credit Risk. Issuers of securities in which the Fund may invest may default on their obligations, including 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 Fund’s portfolio is downgraded, the market price and liquidity of such security may be adversely affected.

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 Fund’s 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 issuer’s 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 Fund’s portfolio is downgraded, the market price and liquidity of such security may be adversely affected. In addition, decreased market making capacity has the potential to decrease liquidity and increase price volatility in the fixed income markets in which the Fund invests, particularly during periods of economic or market stress. Decreased liquidity may result in the Fund having to accept a lower price to sell a security, sell other securities to raise cash, or give up an investment opportunity, any of which could have a negative effect on performance.

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 Fund’s portfolio.

Derivatives Risk. The use of derivatives involves additional risks and transaction costs which could leave the Fund in a worse position than if it had not used these instruments. Derivative instruments can be used to acquire or to transfer the risk and returns of a security or other asset without buying or selling the security or asset. These instruments may entail investment exposures that are greater than their cost would suggest. As a result, a small investment in derivatives can result in losses that greatly exceed the original investment. Derivatives can be highly volatile, illiquid and difficult to value. An over-the-counter derivative transaction between the Fund and a counterparty that is not cleared through a central counterparty also involves the risk that a loss may be sustained as a result of the failure of the counterparty to the contract to make required payments. The payment obligation for a cleared derivative transaction is guaranteed by a central counterparty, which exposes the Fund to the creditworthiness of the central counterparty. The use of certain derivatives involves leverage, which can cause the Fund’s portfolio to be more volatile than if the portfolio had not been leveraged. Leverage can significantly magnify the effect of price movements of the reference asset, disproportionately increasing the Fund’s losses and reducing the Fund’s opportunities for gains when the reference asset changes in unexpected ways. In some instances, such leverage could result in losses that exceed the original amount invested.

It is possible that regulatory or other developments in the derivatives market, including changes in government regulation, could adversely impact the Fund’s ability to invest in certain derivatives or successfully use derivative instruments.

Distressed or Defaulted Securities Risk. Investments in “distressed” securities, meaning those whose issuers are experiencing financial difficulties or distress at the time the security is acquired, present a substantial risk of future default. In the event distressed securities become defaulted securities or the Fund otherwise holds defaulted securities, the Fund may 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 investments. In any reorganization or liquidation proceeding relating to a portfolio investment, 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.

Dollar Roll Transaction Risk. In a dollar roll transaction, the Fund sells mortgage-backed securities for delivery in the current month while contracting with the same party to repurchase similar securities at a future date. Because the Fund gives up the right to receive principal and interest paid on the securities sold, a dollar roll transaction will diminish the investment performance of the Fund unless the difference between the price received for the securities sold and the price to be paid for the securities to be purchased in the future, plus any fee income received, exceeds any income, principal payments and appreciation on the securities sold as part of the dollar roll. Whether dollar rolls will benefit the Fund may depend upon the investment adviser’s ability to predict mortgage prepayments and interest rates. These transactions are subject to the risk that the counterparty to the transaction may not or be unable to perform in accordance with the terms of the instrument.

Duration Risk. Duration is the sensitivity, expressed in years, of the price of a fixed-income security to changes in the general level of interest rates (or yields). Securities with longer durations tend to be more sensitive to interest rate (or yield) changes, which typically corresponds to increased volatility and risk, than securities with shorter durations. For example, if a security or portfolio has a duration of three years and interest rates increase by 1%, then the security or portfolio would decline in value by approximately 3%. Duration differs from maturity in that it considers potential changes to interest rates, and a security’s coupon payments, yield, price and par value and call features, in addition to the amount of time until the security matures. The duration of a security will be expected to change over time with changes in market factors and time to maturity.

Extension Risk. Extension risk is the flip side of call or prepayment risk. Extension, or slower prepayments of the underlying mortgage loans, would extend the time it would take to receive cash flows and would generally compress the yield on non-agency RMBS and CMBS. Rising interest rates can cause the average maturity of the Fund to lengthen due to a drop in mortgage prepayments. This will increase both the sensitivity to rising interest rates and the potential for price declines of the Fund.

Financial Futures and Options Transactions Risk. The Fund may use certain transactions for hedging the portfolio’s 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.

 

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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.

Foreign/Emerging Markets Issuer Risk. Investments in foreign issuers involve special risks not presented by investments in U.S. issuers, including the following: (i) less publicly available information about foreign issuers or markets due to less rigorous disclosure or accounting standards or regulatory practices; (ii) many foreign markets are smaller, less liquid and more volatile; (iii) potential adverse effects of fluctuations in currency exchange rates or controls on the value of the Fund’s investments; (iv) the economies of foreign countries may grow at slower rates than expected or may experience a downturn or recession; (v) the impact of economic, political, social or diplomatic events; (vi) possible seizure of a company’s assets; (vii) restrictions imposed by foreign countries limiting the ability of foreign issuers to make payments of principal and/or interest due to blockages of foreign currency exchanges or otherwise and (viii) withholding and other foreign taxes may decrease the Fund’s return. These risks are more pronounced to the extent that the Fund invests in issuers in emerging market countries. The considerations noted below in “Non-U.S. Securities Risk” are generally intensified for investments in emerging market countries.

Hedging Risk. The Fund’s use of derivatives or other transactions to reduce risk involves costs and will be subject to the investment adviser’s and/or the sub-adviser’s ability to predict correctly changes in the relationships of such hedge instruments to the Fund’s portfolio holdings or other factors. No assurance can be given that the investment adviser’s and/or the sub-adviser’s 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 Fund’s opportunities for gain by offsetting the positive effects of favorable price movements and may result in net losses.

Income Risk. The Fund’s level of current 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 increase.

Interest Rate Risk. Interest rate risk is the risk that debt securities in the Fund’s portfolio will decline in value because of changes in market interest rates. Generally, when market interest rates rise, the market value of such securities will fall, and vice versa. As interest rates decline, issuers of debt securities may prepay principal earlier than scheduled, forcing the Fund to reinvest in lower-yielding securities and potentially reducing the Fund’s income. As interest rates increase, slower than expected principal payments may extend the average life of debt securities, potentially locking in a below-market interest rate and reducing the Fund’s value. In typical market interest rate environments, the prices of longer-term debt securities generally fluctuate more than prices of shorter-term debt securities as interest rates change. If the Fund invests in floating rate securities, 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. A secondary risk associated with declining interest rates is the risk that income earned by the Fund on floating rate securities may decline due to lower coupon payments on floating-rate securities. If the Fund invests in floating rate securities, 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 rest. A secondary risk associated with declining interest rates is the risk that income earned by the Fund on floating rate securities may decline due to lower coupon payments on floating- rate securities.

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 lender’s 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 issuer’s capital structure and may be unsecured, junior loans involve a higher degree of overall risk than senior loans of the issuer.

Mortgage-Backed Securities (“MBS”) and Asset-Backed Securities (“ABS”) Risk. These securities generally can be prepaid at any time, and prepayments that occur either more quickly or more slowly than expected can adversely impact the value of such securities. They are also subject to extension risk, which is the risk that rising interest rates could cause mortgages or other obligations underlying the securities to be prepaid more slowly than expected, thereby lengthening the duration of such securities, increasing their sensitivity to interest rate changes and causing their prices to decline. The Fund may invest in MBS and ABS that are subordinate in right of payment and rank junior to other securities that are secured by or represent an ownership interest in the same pool of assets. In addition, many of the transactions in which such securities are issued have structural features that divert payments of interest and/or principal to more senior classes when the delinquency or loss experience of the pool exceeds certain levels. As a result, such securities may be more sensitive to risk of loss, write-downs, the non-fulfillment of repurchase obligations, over-advancing on a pool of loans and the costs of transferring servicing than senior classes of securities. Further, some of the MBS and ABS in which the Fund invests may

 

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Shareholder Update (continued)

 

be comprised of subprime loans. Subprime loans are those made to borrowers with lower credit ratings and/or shorter credit history, who are more likely to default on their loan obligations as compared to more credit-worthy borrowers. As a result, liquidity risk is even greater for MBS and ABS comprised of subprime loans.

MBS, including CMBS and RMBS, may be negatively affected by the quality of the mortgages underlying such security, the credit quality of its issuer or guarantor, and the nature and structure of its credit support. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool will adversely affect the value of 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.

Certain non-agency MBS are only entitled to payments provided for in the underlying agreement when and if funds are generated by the underlying mortgage loan pool. This likelihood of the return of interest and principal may be assessed as a credit matter. However, the holders of such non-agency MBS may not have the legal status of secured creditors, and therefore may not be able to accelerate a claim for payment on their securities or force a sale of the mortgage loan pool in the event that insufficient funds exist to pay such amounts on any date designated for such payment. The holders of such non-agency MBS do not typically have any right to remove a servicer solely as a result of a failure of the mortgage pool to perform as expected. In addition, there can be no assurance that originators and servicers of mortgage loans for non-agency MBS will not experience financial difficulties, which may increase the chances that these entities may default on their warehousing or other credit lines or become insolvent or bankrupt, thus increasing the likelihood that repurchase obligations will not be fulfilled and the potential for loss to holders of such non-agency MBS. Further, the prices of non-agency MBS may decline substantially, for reasons that may not be attributable to any of the other risks described herein. In particular, purchasing assets at what may appear to be “undervalued” levels is no guarantee that these assets will not be trading at even more “undervalued” levels at a time of valuation or at the time of sale. It may not be possible to predict, or to protect against, such “spread widening” risk.

Municipal Securities Risk. The values of municipal securities may be adversely affected by local political and economic conditions and developments. Adverse conditions in an industry significant to a local economy could have a correspondingly adverse effect on the financial condition of local issuers. Other factors that could affect municipal securities include a change in the local, state, or national economy, a downgrade of a state’s credit rating or the rating of authorities or political subdivisions of the state, demographic factors, ecological or environmental concerns, inability or perceived inability of a government authority to collect sufficient tax or other revenues, statutory limitations on the issuer’s ability to increase taxes, and other developments generally affecting the revenue of issuers (for example, legislation or court decisions reducing state aid to local governments or mandating additional services). This risk would be heightened to the extent that the Fund invests a substantial portion of the below-investment grade quality portion of its portfolio in the bonds of similar projects (such as those relating to the education, health care, housing, transportation, or utilities industries), in industrial development bonds, or in particular types of municipal securities (such as general obligation bonds, municipal lease obligations, private activity bonds or moral obligation bonds) that are particularly exposed to specific types of adverse economic, business or political events. The value of municipal securities may also be adversely affected by rising health care costs, increasing unfunded pension liabilities, and by the phasing out of federal programs providing financial support. In recent periods, a number of municipal issuers have defaulted on obligations, been downgraded or commenced insolvency proceedings. Financial difficulties of municipal issuers may continue or get worse. In addition, the amount of public information available about municipal bonds is generally less than for certain corporate equities or bonds, meaning that the investment performance of the Fund may be more dependent on the analytical abilities of the Fund’s sub-adviser than funds that invest in stock or other corporate investments.

To the extent that a fund invests a significant portion of its assets in the securities of issuers located in a given state or U.S. territory, it will be disproportionally affected by political and economic conditions and developments in that state or territory and may involve greater risk than funds that invest in a larger universe of securities. In addition, economic, political or regulatory changes in that state or territory could adversely affect municipal securities issuers in that state or territory and therefore the value of a fund’s investment portfolio.

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 Fund’s 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. In addition, investing in securities of non-U.S. issuers located in emerging markets involves greater risks, including 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.

Other Investment Companies Risk. Investing in an investment company exposes the Fund to all of the risks of that investment company’s investments. The Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies’ expenses, including advisory fees. These expenses are in addition to the direct expenses of the Fund’s own operations. As a result, the cost of investing in investment company shares may exceed the costs of investing directly in its underlying investments. In addition, securities of other investment companies may be leveraged. As a result, the Fund may be indirectly exposed to leverage through an investment in such securities and therefore magnify the Fund’s leverage risk.

With respect to ETF’s, an ETF that is based on a specific index may not be able to replicate and maintain exactly the composition and relative weighting of securities in the index. The value of an ETF based on a specific index is subject to change as the values of its respective component assets fluctuate according to market volatility. ETFs typically rely on a limited pool of authorized participants to create and redeem shares, and an active trading market for ETF shares may not develop or be maintained. The market value of shares of ETFs and closed-end funds may differ from their NAV.

 

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Preferred Securities Risk. Preferred securities are subordinated to bonds and other debt instruments in a company’s capital structure, and therefore are subject to greater credit risk. In addition, preferred stockholders (such as the Fund, to the extent it invests in preferred stocks of other issuers) generally 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 stockholders may elect a number of directors to the issuer’s board. Generally, once all the arrearages have been paid, the preferred stockholders no longer have voting rights. In the case of certain taxable preferred stocks, holders generally have no voting rights, except (i) if the issuer fails to pay dividends for a specified period of time or (ii) if a declaration of default occurs and is continuing. In such an event, rights of preferred stockholders generally would include the right to appoint and authorize a trustee to enforce the trust or special purpose entity’s rights as a creditor under the agreement with its operating company. In certain varying circumstances, an issuer of preferred stock may redeem the securities prior to a specified date. For instance, for certain types of preferred stock, a redemption may be triggered by a change in U.S. federal income tax or securities laws. As with call provisions, a redemption by the issuer may negatively impact the return of the security held by the Fund.

Reinvestment Risk. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if and when the Fund invests the proceeds from matured, traded or called securities at market interest rates that are below the portfolio’s current earnings rate. A decline in income could affect the common shares’ market price, NAV and/or a common shareholder’s overall returns.

Restricted and Illiquid Investments Risk. 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 available 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 Fund’s 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.

Senior Loan Agent Risk. A financial institution’s employment as an agent under a senior loan might be terminated in the event that it fails to observe a requisite standard of care or becomes insolvent. A successor agent would generally be appointed to replace the terminated agent, and assets held by the agent under the loan agreement would likely remain available to holders of such indebtedness. However, if assets held by the terminated agent for the benefit of the Fund were determined to be subject to the claims of the agent’s general creditors, the Fund might incur certain costs and delays in realizing payment on a senior loan or loan participation and could suffer a loss of principal and/or interest. In situations involving other interposed financial institutions (e.g., an insurance company or government agency) similar risks may arise.

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 issuer’s 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 issuer’s 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.

Swap Transactions Risk. 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. Unrated securities determined by the Fund’s 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 Fund’s ability to achieve its investment objectives will be more dependent on the investment adviser’s 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.

 

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Shareholder Update (continued)

 

Valuation Risk. Certain 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 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 Fund’s pricing service were to change its valuation methodology, there could be a material impact, either positive or negative, on the Fund’s NAV.

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 or Pay-In-Kind Securities Risk. Zero coupon and pay-in-kind securities may be subject to greater fluctuation in value and less liquidity in the event of adverse market conditions than comparably rated securities paying cash interest at regular interest payment periods. Prices on non-cash-paying instruments may be more sensitive to changes in the issuer’s financial condition, fluctuation in interest rates and market demand/supply imbalances than cash-paying securities with similar credit ratings, and thus may be more speculative.

Fund Level and Other Risks:

Anti-Takeover Provisions. The Declaration of Trust and the Fund’s by-laws include provisions that could limit the ability of other entities or persons to acquire control of the Fund or convert the Fund to open-end status. These provisions could have the effect of depriving the Common Shareholders of opportunities to sell their Common Shares at a premium over the then-current market price of the Common Shares.

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.

Fund 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 Fund’s 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 Fund’s income would be subject to a double level of U.S. federal income tax. The Fund’s 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.

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 asset prices around the world, which could negatively impact the value of the Fund’s investments. Major economic or political disruptions, particularly in large economies, may have global negative economic and market repercussions. Additionally, instability in various countries, war, natural and environmental disasters, the spread of infectious illnesses or other public health emergencies, terrorist attacks in the United States and around the world, growing social and political discord in the United States, the European debt crises, the response of the international community—through economic sanctions and otherwise—to international events, further downgrade of U.S. government securities, changes in the U.S. president or political shifts in Congress, trade disputes and other similar events may adversely affect the global economy and the markets and issuers in which the Fund invests. 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 global economy. These events could also impair the information technology and other operational systems upon which the Fund’s service providers, including the Fund’s sub-adviser, rely, and could otherwise disrupt the ability of employees of the Fund’s service providers to perform essential tasks on behalf of the Fund.

The Fund does not know and cannot predict how long the securities markets may be affected by these events, and the future impact of these and similar events on the global economy and securities markets is uncertain. The Fund may be adversely affected by abrogation of international agreements and national laws which have created the market instruments in which the Fund may invest, failure of the designated national and international authorities to enforce compliance with the same laws and agreements, failure of local, national and international organizations to carry out the duties prescribed to them under the relevant agreements, revisions of these laws and agreements which dilute their effectiveness or conflicting interpretation of provisions of the same laws and agreements.

 

46


 

Governmental and quasi-governmental authorities and regulators throughout the world have in the past responded to major economic disruptions with a variety of significant fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs and dramatically lower interest rates. An unexpected or quick reversal of these policies, or the ineffectiveness of these policies, could increase volatility in securities markets, which could adversely affect the Fund’s investments.

Investment and Market Risk. An investment in common shares is subject to investment risk, including the possible loss of the entire principal amount that you invest. Common shares frequently trade at a discount to their NAV. An investment in common shares represents an indirect investment in the securities owned by the Fund. Common shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions.

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 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 objective.

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 Fund’s NAV, which may result at a greater decline of the common share price, than if the Fund were not to have used leverage.

Certain types of leverage may result in the Fund being subject to certain covenants, asset coverage or other portfolio composition limits by its lenders, debt or preferred securities purchasers, rating agencies that may rate the debt or preferred securities, or reverse repurchase counterparties. Such limitations may be more stringent than those imposed by the 1940 Act and may impact whether the Fund is able to maintain its desired amount of leverage. In addition, whenever the Fund incurs borrowings and/or preferred shares are outstanding, Common Shareholders will not be entitled to receive any cash distributions from the Fund unless all interest on such borrowings has been paid and all accumulated dividends on preferred shares have been paid, unless asset coverage (as defined in the 1940 Act) with respect to any borrowings would be at least 300% after giving effect to the distributions and asset coverage (as defined in the 1940 Act) with respect to preferred shares would be at least 200% after giving effect to the distributions.

The Fund will pay (and common shareholders will bear) any costs and expenses relating to the Fund’s use of leverage, which will result in a reduction in the Fund’s NAV. The investment adviser may, based on its assessment of market conditions and composition of the Fund’s holdings, increase or decrease the amount of leverage. Such changes may impact the Fund’s distributions and the price of the common shares in the secondary market. There is no assurance that the Fund’s use of leverage will be successful.

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-adviser for investment advisory services will be higher if the Fund uses leverage because the fees will be calculated based on the Fund’s Managed Assets - this may create an incentive for the investment adviser and the sub-adviser to leverage the Fund or increase the Fund’s leverage.

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 Fund’s 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 Fund’s NAV but entirely upon whether the market price of the common shares at the time of sale is above or below the investor’s purchase price for the common shares. Furthermore, management may have difficulty meeting the Fund’s investment objective and managing its portfolio when the underlying securities are redeemed or sold during periods of market turmoil and as investors’ perceptions regarding closed-end funds or their underlying investments change. Because the market price of the common shares will be determined by factors such as relative supply of and demand for the common shares in the market, general market and economic circumstances, and other factors beyond the control of the Fund, the Fund cannot predict whether the common shares will trade at, below or above NAV. The common shares are designed primarily for long-term investors, and you should not view the Fund as a vehicle for short-term trading purposes.

Recent Market Conditions. Periods of unusually high financial market volatility and restrictive credit conditions, at times limited to a particular sector or geographic area, have occurred in the past and may be expected to recur in the future. Some countries, including the United States, have adopted or have signaled protectionist trade measures, including the imposition of tariffs, relaxation of the financial industry regulations that followed the financial crisis, and/or reductions to corporate taxes. The scope of these policy changes is still developing, but the equity and debt markets may react strongly to expectations of change, which could increase volatility, particularly if a resulting policy runs counter to the market’s expectations. The outcome of such changes cannot be foreseen at the present time. In addition, geopolitical and other risks, including environmental and public health risks, may add to instability in the world economy and markets generally. As a result of increasingly interconnected global economies and financial markets, the value and liquidity of the Fund’s investments may be negatively affected by events impacting a country or region, regardless of whether the Fund invests in issuers located in or with significant exposure to such country or region.

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. Additionally, in October 2023 armed conflict broke out between Israel and the militant group Hamas after Hamas infiltrated Israel’s southern border from the Gaza Strip. Israel has since declared war against Hamas and this conflict has escalated into a greater regional conflict. The ultimate effects of these events and other socio-political or geographical issues are not known but could profoundly affect global economies and markets.

 

47


Shareholder Update (continued)

 

The ongoing trade war between China and the United States, including the imposition of tariffs by each country on the other country’s 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 China’s export industry, which could have a negative impact on the Fund’s 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. Beginning in early 2025, the United States also imposed tariffs on other countries, including Mexico and Canada. The possibility of additional tariffs being imposed or the outbreak of a trade war may adversely impact U.S. and international markets. Additionally, political uncertainty regarding U.S. policy, including the U.S. government’s approach to trade, may also impact the markets and the Fund’s performance.

The U.S. Federal Reserve (the “Fed”) has in the past sharply raised interest rates and has signaled an intention to maintain relatively higher interest rates until current inflation levels re-align with the Fed’s long-term inflation target. Changing interest rate environments impact the various sectors of the economy in different ways. For example, in March 2023, the Federal Deposit Insurance Corporation (“FDIC”) was appointed receiver for each of Silicon Valley Bank and Signature Bank, the second- and third-largest bank failures in U.S. history, which failures may be attributable, in part, to rising interest rates. Bank failures may have a destabilizing impact on the broader banking industry or markets generally.

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.

 

48


 

EFFECTS OF LEVERAGE

The following table is furnished in response to requirements of the U.S. Securities and Exchange Commission (“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 and dollar roll transactions, on common share total return, assuming investment portfolio total returns (consisting of income and changes in the value of investments held in the Fund’s portfolio) of -10%, -5%, 0%, 5% and 10%. The table below reflects the Fund’s (i) continued use of leverage as of June 30, 2025 as a percentage of Managed Assets (including assets attributable to such leverage), (ii) the estimated annual effective interest expense rate payable by the Fund on such instruments (based on actual leverage costs incurred during the fiscal year ended June 30, 2025) as set forth in the table, and (iii) the annual return that the Fund’s portfolio must experience (net of expenses) in order to cover such costs of leverage based on such estimated annual effective interest expense rate. The information below does not reflect any Fund’s use of certain other forms of economic leverage achieved through the use of certain derivative instruments.

The numbers are merely estimates, used for illustration. The costs of leverage may vary frequently and may be significantly higher or lower than the estimated rate. The assumed investment portfolio returns in the table below are hypothetical figures and are not necessarily indicative of the investment portfolio returns experienced or expected to be experienced by the Fund. Your actual returns may be greater or less than those appearing below.

 

      JMM         
Estimated Leverage as a Percentage of Managed Assets (Including Assets Attributable to Leverage)      29.21  
Estimated Annual Effective Leverage Expense Rate Payable by Fund on Leverage      5.20  

Annual Return Fund Portfolio Must Experience (net of expenses) to Cover Estimated Annual Effective Interest Expense Rate on Leverage

     1.52  
Common Share Total Return for (10.00)% Assumed Portfolio Total Return      (16.27 )%   
Common Share Total Return for (5.00)% Assumed Portfolio Total Return      (9.21 )%   
Common Share Total Return for 0.00% Assumed Portfolio Total Return      (2.14 )%   
Common Share Total Return for 5.00% Assumed Portfolio Total Return      4.92  
Common Share Total Return for 10.00% Assumed Portfolio Total Return      11.98        

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 Fund 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 Fund’s portfolio and not the actual performance of the Fund’s common shares, the value of which is determined by market forces and other factors. Should 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 Fund’s investment objective and policies. As noted above, the Fund’s willingness to use additional leverage, and the extent to which leverage is used at any time, will depend on many factors.

 

49


Shareholder Update (continued)

 

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, you’ll be able to invest money regularly and automatically, and watch your investment grow through the power of compounding. Just like distributions in cash, there may be times when income or capital gains taxes may be payable on distributions that are reinvested. It is important to note that an automatic reinvestment plan does not ensure a profit, nor does it protect you against loss in a declining market.

Easy and convenient

To make recordkeeping easy and convenient, each quarter you’ll receive a statement showing your total distributions, the date of investment, the shares acquired and the price per share, and the total number of shares you own.

How shares are purchased

The shares you acquire by reinvesting will either be purchased on the open market or newly issued by the Fund. If the shares are trading at or above 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 Fund’s 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.

 

50


 

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 the Fund.

During the most recent fiscal year, there have been no changes required to be reported in connection with: (i) the Fund’s investment objective and principal investment policies that have not been approved by shareholders, (ii) the principal risks of the Fund, (iii) the portfolio managers of the Fund; (iv) the Fund’s charter or by-laws that would delay or prevent a change of control of the Fund that have not been approved by shareholders except as follows:

Principal Risks

The following principal risks are no longer included as stand-alone risks because they were consolidated into other principal risk factors as indicated below:

 

   
Stand-Alone Risk Removed   Consolidated Into the Following Risk
   
Asset-Backed Securities (“ABS”) Risk   Mortgage-Backed Securities (“MBS”) and Asset-Backed Securities (“ABS”) Risk
   
Bond Market Liquidity Risk   Debt Securities Risk
   
Commercial Mortgage-Backed Securities (“CMBS”)   Mortgage-Backed Securities (“MBS”) and Asset-Backed Securities (“ABS”) Risk
   
Credit Risk Associated with Originators and Servicers of Residential and Commercial Mortgage Loans  

Credit Risk

 

Mortgage-Backed Securities (“MBS”) and Asset-Backed Securities (“ABS”) Risk

   
Interest Rate Risk Associated with Non-Agency RMBS and CMBS   Interest Rate Risk
   
Mortgage-Backed Securities (“MBS”) Risk   Mortgage-Backed Securities (“MBS”) and Asset-Backed Securities (“ABS”) Risk
   
MBS Prepayment Risk   Mortgage-Backed Securities (“MBS”) and Asset-Backed Securities (“ABS”) Risk
   
Non-Agency RMBS Risk   Mortgage-Backed Securities (“MBS”) and Asset-Backed Securities (“ABS”) Risk
   
Non-Mortgage Related ABS Risk   Mortgage-Backed Securities (“MBS”) and Asset-Backed Securities (“ABS”) Risk
   
Structural Risks Associated with Commercial Mortgage-Backed Securities (“CMBS”) and Non-Agency Residential Mortgage-Backed Securities (“RMBS”)   Mortgage-Backed Securities (“MBS”) and Asset-Backed Securities (“ABS”) Risk
   
Subordination Risk Associated with CMBS and RMBS   Mortgage-Backed Securities (“MBS”) and Asset-Backed Securities (“ABS”) Risk
   
“Widening” Risk   Mortgage-Backed Securities (“MBS”) and Asset-Backed Securities (“ABS”) Risk

 

51


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, the 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
 
JMM      $—  

Dividends Received Deduction (DRD)

The 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  
JMM      3.2%  

Qualified Dividend Income (QDI)

The 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  
JMM      6.6%  

Qualified Interest Income (QII)

The 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

 
JMM      100.0%        45.5%  

163(j)

The 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  
JMM      100.0%  

 

52


Shareholder Meeting Report

(Unaudited)

The annual meeting of shareholders for JMM was held on April 17, 2025; at this meeting the shareholders were asked to elect Board Members.

The vote totals for JMM are set forth below:

 

     JMM  

 

 
     Common
Shares
 

 

 
Approval of the Board Members was reached as follows:   
Joseph A. Boateng   

For

     3,073,702  

Withhold

     83,682  

 

 

Total

     3,157,384  

 

 
Michael A. Forrester   

For

     3,072,105  

Withhold

     85,279  

 

 

Total

     3,157,384  

 

 
Thomas J. Kenny   

For

     3,075,182  

Withhold

     82,202  

 

 

Total

     3,157,384  

 

 
Amy B. R. Lancellotta   

For

     3,076,287  

Withhold

     81,097  

 

 

Total

     3,157,384  

 

 
Joanne T. Medero   

For

     3,072,163  

Withhold

     85,221  

 

 

Total

     3,157,384  

 

 
Albin F. Moschner   

For

     3,071,918  

Withhold

     85,466  

 

 

Total

     3,157,384  

 

 
John K. Nelson   

For

     3,071,179  

Withhold

     86,205  

 

 

Total

     3,157,384  

 

 
Loren M. Starr   

For

     3,067,876  

Withhold

     89,508  

 

 

Total

     3,157,384  

 

 
Matthew Thornton III   

For

     3,064,847  

Withhold

     92,537  

 

 

Total

     3,157,384  

 

 
Terence J. Toth   

For

     3,067,592  

Withhold

     89,792  

 

 

Total

     3,157,384  

 

 
Margaret L. Wolff   

For

     3,073,775  

Withhold

     83,609  

 

 

Total

     3,157,384  

 

 
Robert L. Young   

For

     3,072,105  

Withhold

     85,279  

 

 

Total

     3,157,384  

 

 

 

53


Additional Fund Information

 

(Unaudited)

 

Board of Trustees

           

Joseph A. Boateng*

 

Michael A. Forrester*

 

Thomas J. Kenny

 

Amy B.R. Lancellotta

 

Joanne T. Medero

 

Albin F. Moschner

 

John K. Nelson

Loren M. Starr*

 

Matthew Thornton III

 

Terence J. Toth

 

Margaret L. Wolff

 

Robert L. Young

   

*Serves as a consultant.    

         

 

Investment Adviser

Nuveen Fund Advisors, LLC

333 West Wacker Drive

Chicago, IL 60606

 

Custodian

State Street Bank

& Trust Company

One Congress Street Suite 1

Boston, MA 02114-2016

 

Legal Counsel

Chapman and Cutler LLP

Chicago, IL 60606

 

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

One North Wacker Drive Chicago, IL 60606

 

Transfer Agent and Shareholder Services

Computershare Trust Company, N.A.

150 Royall Street

Canton, MA 02021

(800) 257-8787

                             

Portfolio of Investments Information The Fund is required to file its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT. You may obtain this information on the SEC’s website at http://www.sec.gov.

       

Nuveen Funds’ Proxy Voting Information You may obtain (i) information regarding how the fund voted proxies relating to portfolio securities held during the most recent twelve-month period ended June 30, without charge, upon request, by calling Nuveen toll-free at (800) 257-8787 or on Nuveen’s website at www.nuveen.com and (ii) a description of the policies and procedures that the fund used to determine how to vote proxies relating to portfolio securities without charge, upon request, by calling Nuveen toll-free at (800) 257-8787. You may also obtain this information directly from the SEC. Visit the SEC on-line at http://www.sec.gov.

       

CEO Certification Disclosure The Fund’s Chief Executive Officer (CEO) has submitted to the New York Stock Exchange (NYSE) the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual. The Fund has filed with the SEC the certification of its CEO and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.

       

Common Share Repurchases The Fund intends to repurchase, through its open-market share repurchase program, shares of its own common stock at such times and in such amounts as is deemed advisable. During the period covered by this report, the Fund repurchased shares of its common stock as shown in the accompanying table. Any future repurchases will be reported to shareholders in the next annual or semi-annual report.

 

      JMM  
Common shares repurchased      0  

FINRA BrokerCheck: The Financial Industry Regulatory Authority (FINRA) provides information regarding the disciplinary history of FINRA member firms and associated investment professionals. This information as well as an investor brochure describing FINRA BrokerCheck is available to the public by calling the FINRA BrokerCheck Hotline number at (800) 289-9999 or by visiting www.FINRA.org.

 

54


Glossary of Terms Used in this Report

(Unaudited)

Average Annual Total Return: This is a commonly used method to express an investment’s performance over a particular, usually multi-year time period. It expresses the return that would have been necessary each year to equal the investment’s actual cumulative performance (including change in NAV or offer price and reinvested dividends and capital gains distributions, if any) over the time period being considered.

Beta: A measure of the variability of the change in the share price for a fund in relation to a change in the value of the fund’s market benchmark. Securities with betas higher than 1.0 have been, and are expected to be, more volatile than the benchmark; securities with betas lower than 1.0 have been, and are expected to be, less volatile than the benchmark.

Contingent Capital Securities (CoCos): CoCos are debt or capital securities of primarily non-U.S. issuers with loss absorption contingency mechanisms built into the terms of the security, for example a mandatory conversion into common stock of the issuer, or a principal write-down, which if triggered would likely cause the CoCo investment to lose value. Loss absorption mechanisms would become effective upon the occurrence of a specified contingency event, or at the discretion of a regulatory body. Specified contingency events, as identified in the CoCo’s governing documents, usually reference a decline in the issuer’s capital below a specified threshold level, and/or certain regulatory events. A loss absorption contingency event for CoCos would likely be the result of, or related to, the deterioration of the issuer’s financial condition and/or its status as a going concern. In such a case, with respect to CoCos that provide for conversion into common stock upon the occurrence of the contingency event, the market price of the issuer’s common stock received by the Acquiring Fund will have likely declined, perhaps substantially, and may continue to decline after conversion. CoCos rated below investment grade should be considered high yield securities, or “junk,” but often are issued by entities whose more senior securities are rated investment grade. CoCos are a relatively new type of security; and there is a risk that CoCo security issuers may suffer the sort of future financial distress that could materially increase the likelihood (or the market’s perception of the likelihood) that an automatic write-down or conversion event on those issuers’ CoCos will occur. Additionally, the trading behavior of a given issuer’s CoCo may be strongly impacted by the trading behavior of other issuers’ CoCos, such that negative information from an unrelated CoCo security may cause a decline in value of one or more CoCos held by the Fund. Accordingly, the trading behavior of CoCos may not follow the trading behavior of other types of debt and preferred securities. Despite these concerns, the prospective reward vs. risk characteristics of at least certain CoCos may be very attractive relative to other fixed-income alternatives.

Duration: Duration is a measure of the expected period over which a bond’s principal and interest will be paid, and consequently is a measure of the sensitivity of a bond’s or bond fund’s value to changes when market interest rates change. Generally, the longer a bond’s or fund’s duration, the more the price of the bond or fund will change as interest rates change.

Effective Leverage: Effective leverage is a fund’s effective economic leverage, and includes both regulatory leverage (see leverage) and the leverage effects of certain derivative investments in a fund’s portfolio. Currently, the leverage effects of Tender Option Bond (TOB) inverse floater holdings are included in effective leverage values, in addition to any regulatory leverage.

Leverage: Leverage is created whenever a fund has investment exposure (both reward and/or risk) equivalent to more than 100% of the investment capital.

Net Asset Value (NAV) Per Share: A fund’s Net Assets is equal to its total assets (securities, cash, accrued earnings and receivables) less its total liabilities. NAV per share is equal to the fund’s Net Assets divided by its number of shares outstanding.

Regulatory Leverage: Regulatory leverage consists of preferred shares issued by or borrowings of a fund. Both of these are part of a fund’s capital structure. Regulatory leverage is subject to asset coverage limits set in the Investment Company Act of 1940.

 

55


Statement Regarding Basis for Approval of Investment Advisory Contract

(Unaudited)

Nuveen Multi-Market Income Fund

The Approval Process

At meetings held on April 28 and 29, 2025 (the “Meeting”), the Boards of Directors or Trustees (as the case may be) of the group of funds advised by Nuveen Fund Advisors, LLC (“NFAL” or the “Adviser”), including Nuveen Multi-Market Income Fund (the “Fund”), and the group of funds advised by Teachers Advisors, LLC (“TAL” and all such funds, collectively, the “Nuveen funds” or the “funds”) approved the renewal of the investment management agreements (each, an “Investment Management Agreement”) with NFAL and TAL, respectively. TAL and NFAL are affiliates as NFAL is a subsidiary of Nuveen, LLC, the investment arm of Teachers Insurance and Annuity Association of America (“TIAA”), and TAL is an indirect wholly owned subsidiary of TIAA. The Board of Trustees of the Fund also approved the renewal of the sub-advisory agreement (the “Sub-Advisory Agreement”) with Nuveen Asset Management, LLC (the “Sub-Adviser”). The Sub-Adviser is also an affiliate of the Adviser.

The Boards of Directors or Trustees of the Nuveen funds are each a “Board” or collectively the “Board” (as the context may dictate) and the directors or trustees (as the case may be) are each a “Board Member.” The Board Members of each Board are not “interested persons” (as defined under the Investment Company Act of 1940 (the “1940 Act”)) and, therefore, each Board is deemed to be comprised of all disinterested Board Members. References to a Board and the Board Members are interchangeable.

In accordance with applicable law, following up to an initial two-year period, the Board of each fund considers the renewal of each investment management agreement and sub-advisory agreement on behalf of the fund on an annual basis. The Fund’s Investment Management Agreement and Sub-Advisory Agreement are collectively referred to as the “Advisory Agreements,” and the Adviser and the Sub-Adviser are collectively the “Fund Advisers” and each a “Fund Adviser.” Below is a summary of the annual review process the Board undertook related to its most recent renewal of the Advisory Agreements with respect to the Fund.

To reach their determination, the Board Members considered the review of the Advisory Agreements to be an ongoing process. The Board Members employed the accumulated information, knowledge and experience they had gained during their tenure as disinterested Board Members on the respective Board of the Nuveen funds and its committees in overseeing the applicable funds and working with the respective investment advisers and sub-advisers in their review of the advisory agreements for the fund complex. The Board and/or its committees meet regularly throughout the year and at these meetings, the Board Members received materials and discussed information covering a wide range of topics pertinent to the annual consideration of the renewal of the Advisory Agreements. Such topics include, but are not limited to, the investment performance of the funds over various periods; investment oversight matters; economic, market and regulatory developments; any significant organizational or other developments impacting a Fund Adviser and its strategic plans for its business; product initiatives for various funds; fund expenses; compliance, regulatory and risk management matters; trading practices; the derivatives risk management program; management of distributions; valuation of securities; payments to financial intermediaries; securities lending (as applicable); and closed-end fund market activity, capital management initiatives, institutional ownership, management of leverage financing, the secondary market trading of the closed-end funds and any actions taken to address market discounts to net asset value. The Board also seeks to meet at its regular quarterly meetings with members of senior management to discuss various topics, including market conditions, industry developments and any significant developments or strategic plans for the Fund Advisers, if any.

To help with the review of performance, the Board and/or its committees periodically received and discussed presentations from member(s) of investment teams throughout the year, culminating in an annual performance review of the Nuveen funds at the Board’s meeting held on February 25-26, 2025 (the “February Meeting”). The presentations, discussions and meetings during the year provide a means for the Board Members to evaluate and consider the level, breadth and quality of services provided by the Fund Advisers and any changes to such services over time in light of new or modified regulatory requirements, changes to market conditions or other factors.

In addition to the materials and discussions that occurred at prior meetings, the Board, through its independent legal counsel, requested and received extensive materials and information prepared specifically for its review of the Advisory Agreements. During the year, management worked with an ad hoc committee established by the Board to help enhance and streamline the materials provided in connection with the annual review of the Advisory Agreements. The materials provided at the Meeting and/or prior meetings covered a wide range of matters including, but not limited to, a description of the nature, extent and quality of services provided by the Fund Advisers; a review of the Sub-Adviser and applicable investment team; an analysis of fund performance with a focus on funds considered to have met certain challenged performance measurements; an analysis of the fees and expense ratios of the Nuveen funds with a focus on funds considered to have certain expense characteristics; a list of management fee and sub-advisory fee schedules; an analysis of advisory fees compared to fees assessed to other types of clients; a description of portfolio manager compensation; certain profitability and/or financial data; and a description of indirect benefits received by the Fund Advisers as a result of their relationships with the Nuveen funds. The Board also considered information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, comparing fee and expense levels of the Fund to those of a peer universe.

The information prepared specifically for the annual review supplemented the information provided to the Board and its committees and the evaluations of the Nuveen funds by the Board and its committees during the year. The Board’s review of the Advisory Agreements is based on all the information provided to the Board and its committees over time. The performance, fee and expense data and other information provided by a Fund Adviser, Broadridge or other service providers were not independently verified by the Board Members.

 

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As part of their review, the Board Members and independent legal counsel met in executive session on April 9, 2025 to review and discuss materials provided in connection with their annual review of the Advisory Agreements. After reviewing this information, the Board Members requested, directly or through independent legal counsel, additional information, and the Board subsequently reviewed and discussed the responses to these follow-up questions and requests. The Board Members and independent legal counsel met again in executive session on April 17, 2025 (together with the April 9, 2025 executive session, the “Executive Sessions”) to discuss the responses to the initial supplemental information request and, following their review of the data provided, requested management present certain additional information at the Meeting. In addition to the Executive Sessions, the Board Members met in additional executive sessions prior to and during the Meeting. During the Meeting, the Board Members considered the responses, invited representatives of management to provide additional information and determined that the information provided (whether oral or written) was responsive to their requests.

The Board Members were advised by independent legal counsel during the annual review process as well as throughout the year, including meeting in executive sessions with such counsel at which no representatives of management were present. In connection with their annual review, the Board Members also received a memorandum from independent legal counsel outlining their fiduciary duties and legal standards in reviewing the Advisory Agreements, including guidance from court cases evaluating advisory fees.

After the discussions and with the background and knowledge described above, the Board Members approved the continuation of the Advisory Agreements on behalf of the Fund for an additional one-year period. The Board did not identify any single factor as all-important or controlling, but rather each decision reflected the comprehensive consideration of all the information (written or oral) provided to the Board and its committees throughout the year as well as the materials prepared specifically in connection with the annual review process. The contractual arrangements may reflect the results of prior year(s) of review, negotiation and information provided in connection with the Board’s annual review of the Fund’s advisory arrangements and oversight of the Fund. Each Board Member may have attributed different levels of importance to the various factors and information considered in connection with the annual review process and may have placed different emphasis on the relevant information year to year in light of, among other things, changing market and economic conditions. A summary of the principal factors and information, but not all the factors, the Board considered in deciding to renew the Advisory Agreements is set forth below.

A. Nature, Extent and Quality of Services

In evaluating the renewal of the Advisory Agreements, the Board Members received and considered information regarding the nature, extent and quality of the Fund Advisers’ services provided to the Fund. With this approach, they considered the roles of the Adviser and the Sub-Adviser in providing services to the Fund.

The Board considered that the Adviser provides a wide array of management, oversight and other services to manage and operate the Fund. The Board considered the Adviser and its affiliates’ dedication of resources, time, people and capital as well as consistent program of improvement and innovation aimed at keeping the Nuveen fund complex relevant and attractive for existing and new investors and meeting the needs of an increasingly complex regulatory environment. Among the information provided in connection with the review of services at the Meeting and/or prior meetings, the Board considered a description of the organizational changes at the Adviser during the year, the management teams that comprise the various support and investment functions for the funds and the background of certain personnel who support the funds.

The Board considered the significant resources, both financial and personnel, the Adviser and its affiliates had committed over the past several years in working to bring the asset management businesses of Nuveen and TIAA under one centralized umbrella and to consolidate their respective fund families to the benefit of the funds through, among other things, enhanced operating efficiencies, centralized investment leadership and a centralized shared resources and support model. To help ensure the continuation of services, the Board considered, among other things, management’s emphasis on succession planning and key person risk evaluation pursuant to which certain management team(s) meet annually to conduct a comprehensive review of successors to key positions, to develop and monitor corporate-wide standards and procedures in seeking to help ensure the firm may continue to operate in the event of business disruptions, and to review staffing and compensation levels to help remain competitive with peers in the industry. The Board considered a description of the application of business continuity plans and the periodic testing and review of such plans. As noted below, the Board also considered certain financial data of the Adviser and TIAA in assessing the financial stability and condition of the Adviser to provide a high level of quality of services to the Fund.

In its review, the Board considered that the Fund operated in a highly regulated industry and the scope and complexity of the services and resources that the Adviser and its affiliates must provide to manage and operate the Fund have expanded over the years due to regulatory, market and other developments. Such services included maintaining and monitoring the Nuveen funds’ compliance programs, risk management programs, liquidity risk management programs, derivatives risk management programs and cybersecurity programs. The Board and/or its Compliance, Risk Management and Regulatory Oversight Committee received reports regarding the funds’ compliance policies and procedures and matters undertaken thereunder as well as other compliance initiatives on a regular basis.

In considering the breadth and quality of services the Adviser and its various teams provide, the Board considered that the Adviser provides investment advisory services. The Fund utilizes the Sub-Adviser to manage the Fund’s portfolio subject to the supervision of the Adviser. Accordingly, the Board considered that the Adviser and its affiliates, among other things, oversee and review the performance of the Sub-Adviser and its investment team(s); evaluate Fund performance and market conditions; evaluate investment strategies and recommend changes thereto; oversee trade execution and, as applicable, securities lending; evaluate investment risks; and manage valuation matters. As noted below, the Board also considered the Nuveen funds’ performance over various time periods throughout the year.

In addition to the portfolio management services provided to the Fund (including indirectly by overseeing the Sub-Adviser), the Board considered the extensive compliance, regulatory, administrative and other services the Adviser and its various teams or affiliates provide to manage and operate the applicable funds, including but not limited to: distribution management services pursuant to which management seeks to implement distribution policies and set distribution levels consistent with each fund’s product design and positioning; compliance services including establishing and maintaining broad-based compliance policies across the Nuveen fund complex, evaluating the compliance programs of various fund services

 

57


Statement Regarding Basis for Approval of Investment Advisory Contract (continued)

providers, conducting ongoing risk assessments and testing, monitoring portfolio compliance with investment and regulatory requirements and providing a comprehensive compliance training program; providing regulatory advocacy services, including submitting comments on regulatory proposals and monitoring regulatory developments that may impact the fund(s); providing support to the Board and its committees throughout the year, including providing reports on a wide range of topics relating to the operations and management of the funds, helping to refine the materials provided to the Board and/or its committees and providing educational sessions on various topics; establishing and reviewing the services provided by other fund service providers (such as a fund’s custodian, accountant, and transfer agent); providing legal support services; and evaluating trade allocation and execution.

Such services also include managing leverage; providing capital management and secondary market services (such as implementing common share shelf offerings, capital return programs and common share repurchases); and maintaining a closed-end fund investor relations program. The Board considered that management actively monitors any discount from net asset value per share at which a fund’s common stock trades and evaluates potential avenues to mitigate the discount, including evaluating the level of distributions that the fund pays.

Aside from the services provided, the Board considered the financial resources of the Adviser and/or its affiliates and their willingness to make investments to support the funds. The Board considered the funds’ access to a seed capital budget provided by the Adviser and/or its affiliates to support new or existing funds and/or facilitate changes for a respective fund. The Board considered the benefits to shareholders of investing in the Fund that is a part of a large fund complex with a variety of investment disciplines, capabilities, and expertise. The Board considered the overall reputation and capabilities of the Adviser and its affiliates and the Adviser’s continuing commitment to provide high quality services.

In its review, the Board also considered the significant risks borne by the Adviser and its affiliates in connection with their services to the Nuveen funds, including entrepreneurial risks in sponsoring and supporting new funds and smaller funds and ongoing risks with managing the Fund, such as investment, operational, reputational, regulatory, compliance and litigation risks.

The Board considered the division of responsibilities between the Adviser and the Sub-Adviser and considered that the Sub-Adviser and its investment personnel, as noted, generally are responsible for the management of the Fund’s portfolio under the oversight of the Adviser and the Board. The Board considered an analysis of the Sub-Adviser provided by the Adviser which included, among other things, a summary of changes (if any) in the leadership teams and/or portfolio manager teams; the performance of the funds sub-advised by the Sub-Adviser over various periods of time that met certain performance screening measurements; and data reflecting product changes (if any) taken with respect to certain funds. The Board considered that the Adviser recommended the renewal of the Sub-Advisory Agreement.

Based on its review, the Board determined, in the exercise of its reasonable business judgment, that it was satisfied with the nature, extent and quality of services provided to the Fund under each Advisory Agreement.

B. The Investment Performance of the Fund and Fund Advisers

In evaluating the quality of the services provided by the Fund Advisers, the Board also considered a variety of investment performance data of the Fund. In leading up to the annual review, the Board and/or its Investment Committee considered, among other things, Fund performance (based on net asset value net of fees) over the quarter, one-, three- and five-year periods ending December 31, 2024 on an absolute basis and as compared to the performance of comparable peers (the “Performance Peer Group”) and to a benchmark for the prescribed periods. Prior to the Meeting, the Board also received updated Fund performance over the quarter, one-, three- and five-year periods ended March 31, 2025 on an absolute basis and in comparison to the Performance Peer Group and a benchmark for the prescribed periods. In its review of relative performance, the Board considered the Fund’s performance relative to its Performance Peer Group, among other things, by evaluating its quartile ranking with the 1st quartile representing the top performing funds within the Performance Peer Group and the 4th quartile representing the lowest performing funds.

The Board took into account the performance data, presentations and discussions (written and oral) that were provided at the Meeting and in prior meetings over time in evaluating fund performance, including particular focus on management’s analysis of the performance of funds that met certain screening measurements as determined pursuant to a methodology approved by the Board or additional measurements as determined by management’s investment analysts. As various Nuveen funds have modified their portfolio teams and/or made significant changes to their portfolio strategies over time, the Board reviewed, among other things, certain tracking performance data over specific periods comparing performance before and after such changes.

In evaluating performance, the Board considered some of the limitations of the performance data. The Board considered, among other things, that performance data reflects performance over a specified period which may differ significantly depending on the ending dates selected, particularly during periods of market volatility. Further, the Board considered that regardless of the performance period reviewed by the Board, shareholders may evaluate performance based on their own respective holding periods which may differ from the performance periods reviewed by the Board and lead to differing results. With respect to comparative performance, the Board considered that differing investment objectives, investment strategies, dates of inception, type and cost of leverage (if any), asset size and other factors between the Performance Peer Group and the Fund necessarily lead to differences in performance results. Similarly, differences in the investment objective(s) and strategies of the Fund and its benchmark (particularly an actively managed fund that does not directly follow an index) as well as the costs of operating the Fund would contribute to differences in performance results. To assist the Board in its review of the comparability of the relative performance, management generally has ranked the relevancy of the Performance Peer Groups to the applicable funds (subject to certain exceptions) as low, medium or high.

The Board also considered that secondary market trading of shares of the closed-end funds also continues to be a priority for the Board given its importance to shareholders, and therefore, the Board and/or its Closed-End Fund Committee reviews certain performance data reflecting, among other things, the premiums and discounts at which the shares of the closed-end funds have traded as of specified dates at their quarterly meetings with an annual review of the closed-end fund market for the 2024 calendar year at its February Meeting. In its review, the Board considered, among other things, market conditions for closed-end funds, changes to investment mandates and guidelines, distribution policies, and leverage

 

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management; additional share offerings, share repurchases (if any) and similar capital market actions; and effective communications programs to build greater awareness and deepen understanding of closed-end funds. As applicable, the Board considered, among other things, the impact of leverage on a closed-end fund’s common share earnings and total return.

The Board evaluated performance in light of various relevant factors which may include, among other things, general market conditions, issuer- specific information, asset class information, leverage and fund cash flows. The Board considered that long-term performance could be impacted by even one period of significant outperformance or underperformance and that a single investment theme could disproportionately affect performance. Further, the Board considered that market and economic conditions may significantly impact Fund performance, particularly over shorter periods, and such performance may be more reflective of such economic or market events and not necessarily reflective of management skill. Although the Board reviews short-, intermediate- and longer-term performance data, the Board considered that longer periods of performance may reflect full market cycles.

In their review from year to year, the Board Members consider and may place different emphasis on the relevant information in light of changing circumstances in market and economic conditions. In evaluating performance, the Board focused particular attention on funds with less favorable performance records. However, depending on the facts and circumstances, including any differences between the respective fund and its benchmark and/or Performance Peer Group, the Board may be satisfied with a fund’s performance notwithstanding that its performance may be below that of its benchmark and/or peer group for certain periods. With respect to any funds for which the Board has identified performance issues, the Board seeks to monitor such funds more closely until performance improves, discuss with the Adviser the reasons for such results, consider whether any steps are necessary or appropriate to address such issues, discuss and evaluate the potential consequences of such steps and review the results of any steps undertaken.

The performance determinations with respect to the Fund are summarized below:

The Board considered that the Fund outperformed its benchmark for the one- and three-year periods ended December 31, 2024 and matched the performance of its benchmark for the five-year period ended December 31, 2024. In addition, the Fund ranked in the third quartile of its Performance Peer Group for the one-, three- and five-year periods ended December 31, 2024. In considering performance, the Board considered that the Performance Peer Group was classified as low for relevancy. On the basis of the Board’s ongoing review of investment performance and all relevant factors, including the relative market conditions during certain reporting periods, the Fund’s investment objective(s) and management’s discussion of performance, the Board concluded that the Fund’s performance supported renewal of the Advisory Agreements.

C. Fees, Expenses and Profitability

1.     Fees and Expenses

As part of the annual review, the Board Members considered, among other things, the management fee schedule for the Fund. In addition to the management fee arrangement, the Board Members considered the Fund’s operating expense ratio as it more directly reflected a shareholder’s total costs in investing in the Fund.

In its review, the Board considered that the Fund’s management fee was comprised of two components, a fund-level component and a complex- level component, each with its own breakpoint schedule, subject to certain exceptions. The Board considered that in 2024, the Board approved a revised complex-wide breakpoint schedule which simplified and reduced the complex-level fee rates at various thresholds and expanded the eligible funds whose assets would be included in calculating the complex-level fee, effective May 1, 2024. The Board considered that the complex-level component is intended to be an efficient mechanism designed to help share cost efficiencies with shareholders as the complex-wide assets grow.

The Board also considered comparative fee and expense information prepared by an independent third-party provider of fund data. More specifically, the Board Members generally reviewed, among other things, the Fund’s management fee rates and net total expense ratio in relation to similar data for a comparable universe of peers (the “Expense Universe”). In their review, the Board Members considered, in particular, each fund with a net total expense ratio (based on common assets and excluding investment-related costs such as the costs of leverage and taxes) meeting certain expense screening criteria adopted by the Board when compared to its Expense Universe and management’s commentary as to the factors contributing to each such fund’s relative net total expense ratio. The Board also considered, in relevant part, a fund’s management fee in light of its performance history with particular focus on any fund identified as having a higher management fee and/or expense ratio compared to peers coupled with experiencing a period of challenged performance.

In their review, the Board Members considered the methodology Broadridge employed to establish its Expense Universe. The Board further considered that differences between the Fund and its Expense Universe, as well as changes to the composition of the Expense Universe from year to year, may limit some of the value of the comparative data. The Board Members also considered that it can be difficult to compare management fees among funds with peers as there are variations in the services that are included for the fees paid. The Board Members took these limitations and differences into account when reviewing comparative peer data.

In addition, although the Board reviewed net total expense ratio both including and excluding investment-related expenses (e.g., leverage costs), as applicable, the Board considered that leverage expenses will vary across funds and peers because of differences in the forms and terms of leverage employed by the respective fund and therefore generally considered each closed-end fund’s net total expense ratio and fees excluding investment- related costs and taxes. The Board also considered that the use of leverage may create a conflict of interest for the respective Adviser and Sub- Adviser given the increase of assets from leverage upon which an advisory or sub-advisory fee is based but also considered the impact of leverage on the fund’s return. The Board Members considered, however, that the Adviser and Sub-Adviser would seek to manage the potential conflict by recommending to the Board to leverage the applicable fund or increase such leverage when the respective Fund Adviser has determined that such action would be in the best interests of the respective fund and its common shareholders and by periodically reviewing with the Board the fund’s performance and the impact of the use of leverage on that performance.

 

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Statement Regarding Basis for Approval of Investment Advisory Contract (continued)

 

With respect to the Sub-Adviser, the Board also considered, among other things, the sub-advisory fee schedule paid to the Sub-Adviser in light of the sub-advisory services provided to the Fund. In its review, the Board considered that the compensation paid to the Sub-Adviser is the responsibility of the Adviser, not the Fund.

The Board’s considerations regarding the comparative fee data for the Fund are set forth below:

The Fund’s contractual management fee rate, actual management fee rate and net total expense ratio each matched the Expense Universe median. In its review, the Board, however, also considered, among other things, the composition of the Expense Universe which included only three peers that were unaffiliated with Nuveen funds.

Based on its review of the information provided, the Board determined that the Fund’s management fee to a Fund Adviser was reasonable in light of the nature, extent and quality of services provided to the Fund.

2.    Comparisons with the Fees of Other Clients

In evaluating the appropriateness of fees, the Board also considered that the Adviser, the Sub-Adviser and/or their affiliate(s) provide investment management services to other types of clients which may include, among others: separately managed accounts (“SMAs”), retail managed accounts, foreign funds (UCITS), other investment companies (as sub-advisers), limited partnerships and collective investment trusts. The Board considered certain fee data for these other types of clients managed in a similar manner to certain of the funds compared to the management fee of the applicable fund. The Board considered a description of various factors which contribute to the differences in the management fee rates of the funds compared to those charged to these other types of clients which limited the comparability of the data. In this regard, the Board considered that the differences in, among other things, the breadth of services provided by the Adviser and its affiliates to the funds compared to those provided to other clients; the expenses the Adviser and its affiliates incur in launching, operating and supporting a fund; the support services provided to shareholders; the extensive regulatory, disclosure and governance requirements applicable to funds; the establishment and maintenance of servicing relationships with various service providers for the funds; the manner of managing such assets; investment policies; investor profiles; and account sizes all may contribute to the variations in relative fee rates. Differences in the level of advisory services required for passively managed funds

also contribute to differences in the management fee levels of such funds compared to actively managed funds. In addition, differences in the client base; governing bodies, regulatory and legal requirements; distribution; jurisdiction and operational complexities also would contribute to variations in management fees assessed the funds compared to foreign fund clients. Further, differences in the level of advisory and non-advisory services required and risk incurred when serving as a sub-adviser to other investment companies compared to serving as the Adviser to a Nuveen fund contribute to differences in the fees assessed. In this regard, the Board further considered the significant entrepreneurial, legal and regulatory risks that the Adviser incurs in sponsoring and managing the Fund. As a general matter, higher fee levels reflect higher levels of service provided by the Adviser, increased investment management complexity, greater product management requirements, and higher levels of business risk or some combination of these factors. The Board further considered that the Sub-Adviser’s fee is essentially for portfolio management services and therefore more comparable to the fees received for retail wrap accounts and other external sub-advisory mandates. The Board concluded that the varying levels of fees were reasonable given the foregoing.

3.     Profitability of the Fund Advisers

In considering the costs of services to be provided and profits to be realized by the Adviser (which encompassed the Sub-Adviser) from its relationship with the Fund, the Board Members considered a variety of estimated profitability data from various perspectives including, among other things, (a) historical pre-distribution and post-distribution margins over specified periods for the Adviser’s services to the applicable funds; (b) certain profitability data on behalf of the Adviser attributable to servicing all applicable funds for 2024 and 2023; (c) certain profitability data of both the Adviser and TAL (as an adviser of certain other Nuveen funds) on a combined basis derived from types of funds in the aggregate (i.e., from closed- end funds, exchange-traded funds, interval funds and open-end funds) for 2024 and 2023; and (d) certain profitability data of both the Adviser and TAL on a combined basis by asset grouping of Nuveen funds in the aggregate (i.e., from equity, fund of funds, index, municipal bond and taxable fixed income funds). In addition, the Board considered profitability data at the per fund level for the respective adviser.

In reviewing the profitability data, the Board Members considered the subjective nature of calculating profitability as the information is not audited and is necessarily dependent on cost allocation methodologies to allocate expenses throughout the complex and among the various advisory products. The Board reviewed, among other things, a description of the cost allocation methodology employed to develop the profitability data. However, the Board Members considered that given there is no single universally recognized expense allocation methodology, other reasonable and valid allocation methodologies could be employed and could lead to significantly different profit and loss results and therefore developing profitability data is difficult, particularly on a per fund level.

Further, in considering the comparative margin data with peers, the Board Members considered the limitations of the comparative data given that peer data is not generally public and the calculation of profitability is subjective and affected by numerous factors (such as types of funds a peer manages, its business mix, its cost of capital, the numerous assumptions underlying the methodology used to allocate expenses and other factors) that can have a significant impact on the results. Given that the peer profitability data may reflect the different business mix of the respective peer firm, the Board also considered the pre- and post-distribution margins of Nuveen, LLC for each of the calendar years from 2020 through 2024.

Aside from the foregoing profitability data, the Board also considered, among other things, the audited statutory-basis financial statements of TIAA as of December 31, 2024 and 2023 and the related statutory-basis statements of operations, of changes in capital and contingency reserves and of cash flows for the years ended December 31, 2024, December 31, 2023 and December 31, 2022. The Board considered the benefit of an investment adviser and its parent with significant resources, particularly during periods of market volatility. The Board also considered the investments the Adviser, its parent and/or other affiliates made into their business.

 

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In evaluating the reasonableness of the compensation, the Board Members also considered the indirect benefits the Adviser or Sub-Adviser received that were directly attributable to the management of the applicable funds as discussed in further detail below. Based on its review, the Board was satisfied that the Adviser’s (together with the Sub-Adviser) level of profitability from its relationship with the Fund was not unreasonable in light of the nature, extent and quality of services provided.

D. Economies of Scale and Whether Fee Levels Reflect These Economies of Scale

The Board considered whether there have been economies of scale with respect to the management of the funds, whether these economies of scale have been appropriately shared with the funds and whether there is potential for realization of further economies of scale. Although the Board considered that economies of scale are difficult to measure with any precision and the rates at which certain expenses are incurred may not decline with a rise in assets, the Board considered that there are a variety of methods that may be employed to help share the benefits of economies of scale, including, among other things, through the use of breakpoints in the management fee schedule, the pricing of funds at scale at inception and investments in the Adviser’s business which can enhance the services provided to the funds for the fees paid. The Board considered such factors applicable to the Fund’s advisory fee structure.

As noted above, the Board considered that the management fee of the Adviser for the Fund was comprised of a fund-level component and a complex-level component each with its own breakpoint schedule. The Board also approved a revised complex-wide breakpoint schedule in 2024 which reduced the complex-level fee rates at various thresholds and expanded the assets included when calculating the complex-level fee. With this structure, the Board considered that the complex-level breakpoint schedule was designed to deliver the benefits of economies of scale to shareholders when the assets of the eligible participating funds in the complex pass certain thresholds even if the assets of a particular fund are unchanged or have declined, and the fund-level breakpoint schedules were designed to share economies of scale with shareholders if the particular fund grows. The Board reviewed the fund-level and complex-level fee schedules.

Although closed-end funds may make additional share offerings from time to time, the Board considered that closed-end funds have a more limited ability to increase their assets to attain additional economies of scale because the growth of their assets will occur primarily from the appreciation of their investment portfolios.

The Board Members also considered the continued reinvestment in Nuveen’s business to enhance its capabilities and services to the benefit of its various clients. The Board considered that many of these investments were not specific to individual Nuveen funds, but rather initiatives from which the family of funds as a whole may benefit. The Board further considered that the scope of the services of the Adviser and its affiliates have expanded over time without raising advisory fees to the funds, and this was also a means of sharing economies of scale with the funds and their shareholders. The Board considered the Adviser’s and/or its affiliates’ ongoing efforts to streamline the product line-up, among other things, to create more scaled funds which may help improve both expense and trading economies for participating funds.

Based on its review, the Board was satisfied that the current fee arrangements together with the reinvestment in management’s business appropriately shared any economies of scale with shareholders.

E. Indirect Benefits

The Board Members received and considered information regarding various indirect benefits the respective Fund Adviser or its affiliates may receive as a result of their relationship with the funds. These benefits included, among other things, economies of scale to the extent the Adviser or its affiliates share investment resources and/or personnel with other clients of the Adviser. Certain funds may also be used as investment options for other products or businesses offered by the Adviser and/or its affiliates, such as variable products, fund of funds and 529 education savings plans, and the Adviser and/or affiliates of the Adviser may serve as sub-adviser to various funds in which case all advisory and sub-advisory fees generated by such funds stay within Nuveen.

Further, the funds may pay the Adviser and/or its affiliates for other services, such as distribution. In this regard, the Board considered that an affiliate of the Adviser received compensation in 2024 for serving as an underwriter on shelf offerings of existing closed-end funds and reviewed the amounts paid for such services in 2024 and 2023.

In addition, the Board Members considered that the Adviser and Sub-Adviser (except as noted) may utilize soft dollar brokerage arrangements attributable to the respective fund(s) to obtain research and other services for any or all of their clients, although the Board Members also considered with respect to the Nuveen funds advised by the Adviser, reimbursements of such costs by the Adviser and/or the Sub-Adviser.

The Adviser and its affiliates may also benefit from the advisory relationships with the Nuveen funds to the extent this relationship results in potential investors viewing the TIAA group of companies as a leading retirement plan provider in the academic and nonprofit market and a single source for all their financial service needs. The Adviser and/or its affiliates may further benefit to the extent that they have pricing or other information regarding vendors the funds utilize in establishing arrangements with such vendors for other products.

Based on its review, the Board concluded that any indirect benefits received by a Fund Adviser as a result of its relationship with the Fund were reasonable in light of the services provided.

F. Other Considerations

The Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members concluded that the terms of each Advisory Agreement were reasonable, that the respective Fund Adviser’s fees were reasonable in light of the services provided to the Fund and that the Advisory Agreements be renewed for an additional one-year period.

 

61


Board Members & Officers

 

(Unaudited)

The management of the Funds, including general supervision of the duties performed for the Funds by the Adviser, is the responsibility of the Board of Trustees of the Funds. None of the trustees who are not “interested” persons of the Funds (referred to herein as “independent board members”) has ever been a director or employee of, or consultant to, Nuveen or its affiliates. The names and business addresses of the trustees and officers of the Funds, their principal occupations and other affiliations during the past five years, the number of portfolios each Trustee oversees and other directorships they hold are set forth below.

 

Name,

Year of Birth

& Address

   Position(s) Held
with the Funds
   Year First
Elected or
Appointed
and Term(1)
  

Principal Occupation(s)

Including other Directorships

During Past 5 Years

  

Number of
Portfolios

in Fund
Complex

Overseen By
Board Member

 
Independent Trustees:                        

Joseph A. Boateng

1963

333 W. Wacker Drive

Chicago, IL 60606

   Board Member   

2019

Class II

   Chief Investment Officer, Casey Family Programs (since 2007); formerly, Director of U.S. Pension Plans, Johnson & Johnson (2002–2006); Board Member, Lumina Foundation (since 2019) and Waterside School (since 2021); Board Member (2012–2019) and Emeritus Board Member (since 2020), Year-Up Puget Sound; Investment Advisory Committee Member and Former Chair (since 2007), Seattle City Employees’ Retirement System; Investment Committee Member (since 2019), The Seattle Foundation; Trustee (2018–2023), the College Retirement Equities Fund; Manager (2019–2023), TIAA Separate Account VA-1.      215  

Michael A. Forrester

1967

333 W. Wacker Drive

Chicago, IL 60606

   Board Member   

2007

Class I

   Formerly, Chief Executive Officer (2014–2021) and Chief Operating Officer (2007–2014), Copper Rock Capital Partners, LLC; Director, Aflac Incorporated (since 2025); Trustee, Dexter Southfield School (since 2019); Member (since 2020), Governing Council of the Independent Directors Council (IDC); Trustee, the College Retirement Equities Fund and Manager, TIAA Separate Account VA-1 (2007–2023).      215  

Thomas J. Kenny

1963

333 W. Wacker Drive

Chicago, IL 60606

   Board Member   

2011

Class I

   Formerly, Advisory Director (2010–2011), Partner (2004–2010), Managing Director (1999–2004) and Co-Head of Global Cash and Fixed Income Portfolio Management Team (2002–2010), Goldman Sachs Asset Management; Director (since 2015) and Chair of the Finance and Investment Committee (since 2018), Aflac Incorporated; Director (since 2018), ParentSquare; formerly, Director (2021–2022) and Finance Committee Chair (2016–2022), Sansum Clinic; formerly, Advisory Board Member (2017–2019), B’Box; formerly, Member (2011–2012), the University of California at Santa Barbara Arts and Lectures Advisory Council; formerly, Investment Committee Member (2012–2020), Cottage Health System; formerly, Board member (2009–2019) and President of the Board (2014–2018), Crane Country Day School; Trustee (2011– 2023) and Chairman (2017–2023), the College Retirement Equities Fund; Manager (2011–2023) and Chairman (2017–2023), TIAA Separate Account VA-1.      216  

Amy B. R. Lancellotta

1959

333 W. Wacker Drive

Chicago, IL 60606

   Board Member   

2021

Class II

   Formerly, Managing Director, IDC (supports the fund independent director community and is part of the Investment Company Institute (ICI), which represents regulated investment companies) (2006-2019); formerly, various positions with ICI (1989-2006); President (since 2023) and Member (since 2020) of the Board of Directors, Jewish Coalition Against Domestic Abuse (JCADA).      216  

 

62


 

 

Name,

Year of Birth

& Address

   Position(s) Held
with the Funds
   Year First
Elected or
Appointed
and Term(1)
  

Principal Occupation(s)

Including other Directorships

During Past 5 Years

  

Number of
Portfolios

in Fund
Complex

Overseen By
Board Member

Joanne T. Medero

1954

333 W. Wacker Drive

Chicago, IL 60606

   Board Member   

2021

Class III

   Formerly, Managing Director, Government Relations and Public Policy (2009-2020) and Senior Advisor to the Vice Chairman (2018- 2020), BlackRock, Inc. (global investment management firm); formerly, Managing Director, Global Head of Government Relations and Public Policy, Barclays Group (IBIM) (investment banking, investment management and wealth management businesses) (2006-2009); formerly, Managing Director, Global General Counsel and Corporate Secretary, Barclays Global Investors (global investment management firm) (1996-2006); formerly, Partner, Orrick, Herrington & Sutcliffe LLP (law firm) (1993-1995); formerly, General Counsel, Commodity Futures Trading Commission (government agency overseeing U.S. derivatives markets) (1989-1993); formerly, Deputy Associate Director/Associate Director for Legal and Financial Affairs, Office of Presidential Personnel, The White House (1986-1989); Member of the Board of Directors, Baltic-American Freedom Foundation (seeks to provide opportunities for citizens of the Baltic states to gain education and professional development through exchanges in the U.S.) (since 2019).    216

Albin F. Moschner

1952

333 W. Wacker Drive

Chicago, IL 60606

   Board Member   

2016

Class III

   Founder and Chief Executive Officer, Northcroft Partners, LLC, (management consulting) (since 2012); formerly, Chairman (2019), and Director (2012-2019), USA Technologies, Inc., (provider of solutions and services to facilitate electronic payment transactions); formerly, Director, Wintrust Financial Corporation (1996-2016); previously, held positions at Leap Wireless International, Inc. (consumer wireless services), including Consultant (2011-2012), Chief Operating Officer (2008-2011), and Chief Marketing Officer (2004-2008); formerly, President, Verizon Card Services division of Verizon Communications, Inc. (2000-2003); formerly, President, One Point Services at One Point Communications (telecommunication services) (1999-2000); formerly, Vice Chairman of the Board, Diba, Incorporated (internet technology provider) (1996-1997); formerly, various executive positions (1991-1996) including Chief Executive Officer (1995-1996) of Zenith Electronics Corporation (consumer electronics).    216

John K. Nelson

1962

333 W. Wacker Drive

Chicago, IL 60606

   Board Member   

2013

Class II

   Formerly, Member of Board of Directors of Core12 LLC (2008– 2023) (private firm which develops branding, marketing and communications strategies for clients); formerly, Member of The President’s Council of Fordham University (2010–2019); formerly, Director of the Curran Center for Catholic American Studies (2009–2018); formerly, senior external advisor to the Financial Services practice of Deloitte Consulting LLP. (2012–2014); formerly, Trustee and Chairman of the Board of Trustees of Marian University (2010–2013); formerly Chief Executive Officer of ABN AMRO Bank N.V., North America, and Global Head of the Financial Markets Division (2007–2008), with various executive leadership roles in ABN AMRO Bank N.V. between 1996 and 2007.    216

 

63


Board Members & Officers (continued)

 

 

Name,

Year of Birth

& Address

   Position(s) Held
with the Funds
   Year First
Elected or
Appointed
and Term(1)
  

Principal Occupation(s)

Including other Directorships

During Past 5 Years

  

Number of
Portfolios

in Fund
Complex

Overseen By
Board Member

Loren M. Starr

1961

333 W. Wacker Drive

Chicago, IL 60606

   Board Member   

2022

Class III

   Independent Consultant/Advisor (since 2021); formerly, Vice Chair, Senior Managing Director (2020–2021), Chief Financial Officer, Senior Managing Director (2005–2020), Invesco Ltd.; Director (since 2023) and Chair of the Board (since 2025), formerly, Chair of the Audit Committee (2024-2025), AMG; formerly, Chair and Member of the Board of Directors (2014–2021), Georgia Leadership Institute for School Improvement (GLISI); formerly, Chair and Member of the Board of Trustees (2014–2018), Georgia Council on Economic Education (GCEE); Trustee, the College Retirement Equities Fund and Manager, TIAA Separate Account VA-1 (2022–2023).    215

Matthew Thornton III

1958

333 W. Wacker Drive

Chicago, IL 60606

   Board Member   

2020

Class III

   Formerly, Executive Vice President and Chief Operating Officer (2018-2019), FedEx Freight Corporation, a subsidiary of FedEx Corporation (FedEx) (provider of transportation, e-commerce and business services through its portfolio of companies); formerly, Senior Vice President, U.S. Operations (2006-2018), Federal Express Corporation, a subsidiary of FedEx; formerly Member of the Board of Directors (2012-2018), Safe Kids Worldwide® (a non-profit organization dedicated to preventing childhood injuries). Member of the Board of Directors (since 2014), The Sherwin-Williams Company (develops, manufactures, distributes and sells paints, coatings and related products); Director (since 2020), Crown Castle International (provider of communications infrastructure).    216

Terence J. Toth

1959

333 W. Wacker Drive

Chicago, IL 60606

   Board Member   

2008

Class II

   Formerly, a Co–Founding Partner, Promus Capital (investment advisory firm) (2008–2017); formerly, Director, Quality Control Corporation (manufacturing) (2012–2021); formerly, Chair and Member of the Board of Directors (2021–2024), Kehrein Center for the Arts (philanthropy); Member of the Board of Directors (since 2008), Catalyst Schools of Chicago (philanthropy); Member of the Board of Directors (since 2012), formerly, Investment Committee Chair (2017–2022), Mather Foundation Board (philanthropy); formerly, Member (2005–2016), Chicago Fellowship Board (philanthropy); formerly, Director, Fulcrum IT Services LLC (information technology services firm to government entities) (2010–2019); formerly, Director, LogicMark LLC (health services) (2012–2016); formerly, Director, Legal & General Investment Management America, Inc. (asset management) (2008–2013); formerly, CEO and President, Northern Trust Global Investments (financial services) (2004–2007); Executive Vice President, Quantitative Management & Securities Lending (2000–2004); prior thereto, various positions with Northern Trust Company (financial services) (since 1994); formerly, Member, Northern Trust Mutual Funds Board (2005–2007), Northern Trust Global Investments Board (2004–2007), Northern Trust Japan Board (2004–2007), Northern Trust Securities Inc. Board (2003–2007) and Northern Trust Hong Kong Board (1997–2004).    216

 

64


 

 

Name,

Year of Birth

& Address

   Position(s) Held
with the Funds
   Year First
Elected or
Appointed
and Term(1)
  

Principal Occupation(s)

Including other Directorships

During Past 5 Years

  

Number of
Portfolios

in Fund
Complex

Overseen By
Board Member

Margaret L. Wolff

1955

333 W. Wacker Drive

Chicago, IL 60606

   Board Member   

2016

Class I

  

Formerly, member of the Board of Directors (2013-2017) of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each, a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.); formerly, Of Counsel, Skadden, Arps, Slate, Meagher & Flom LLP (Mergers & Acquisitions Group) (legal services) (2005- 2014); Member of the Board of Trustees of New York-Presbyterian Hospital (since 2005); Member of the Board of Trustees (since 2004) formerly, Chair (2015-2022) of The John A. Hartford Foundation (a philanthropy dedicated to improving the care of

older adults); formerly, Member (2005-2015) and Vice Chair (2011- 2015) of the Board of Trustees of Mt. Holyoke College.

   216

Robert L. Young

1963

333 W. Wacker Drive

Chicago, IL 60606

   Chair and
Board Member
  

2017

Class I

   Formerly, Chief Operating Officer and Director, J.P. Morgan Investment Management Inc. (financial services) (2010-2016); formerly, President and Principal Executive Officer (2013-2016), and Senior Vice President and Chief Operating Officer (2005-2010), of J.P. Morgan Funds; formerly, Director and various officer positions for J.P. Morgan Investment Management Inc. (formerly, JPMorgan Funds Management, Inc. and formerly, One Group Administrative Services) and JPMorgan Distribution Services, Inc. (financial services) (formerly, One Group Dealer Services, Inc.) (1999-2017).    216

 

65


Board Members & Officers (continued)

 

 

Name,

Year of Birth

& Address

  

Position(s) Held

with the Funds

  

Year First

Elected or

Appointed(2)

  

Principal Occupation(s)

Including other Directorships

During Past 5 Years

Officers of the Funds:               

David J. Lamb

1963

333 W. Wacker Drive

Chicago, IL 60606

   Chief Administrative Officer (Principal Executive Officer)    2015     Senior Managing Director of Nuveen Fund Advisors, LLC, Nuveen Securities, LLC and Nuveen; has previously held various positions with Nuveen.

Brett E. Black

1972

333 W. Wacker Drive

Chicago, IL 60606

   Vice President and Chief Compliance Officer    2022     Managing Director, Chief Compliance Officer of Nuveen; formerly, Vice President (2014-2022), Chief Compliance Officer and Anti-Money Laundering Compliance Officer (2017-2022) of BMO Funds, Inc.
       

Marc Cardella

1984

8500 Andrew Carnegie Blvd.

Charlotte, NC 28262

   Vice President and Controller (Principal Financial Officer)    2024     Senior Managing Director, Head of Public Investment Finance of Nuveen; Senior Managing Director of Nuveen Fund Advisors, LLC, Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC, Managing Director of Teachers Insurance and Annuity Association of America and TIAA SMA Strategies LLC; Principal Financial Officer, Principal Accounting Officer and Treasurer of TIAA Separate Account VA-1 and the College Retirement Equities Fund.

Joseph T. Castro

1964

333 W. Wacker Drive

Chicago, IL 60606

   Vice President    2025     Executive Vice President, Chief Risk and Compliance Officer, formerly, Senior Managing Director and Head of Compliance, Nuveen; Executive Vice President, formerly, Senior Managing Director, Nuveen Securities, LLC; Senior Managing Director, Nuveen Fund Advisors, LLC and Nuveen, LLC.
       

Mark J. Czarniecki

1979

901 Marquette Avenue

Minneapolis, MN 55402

   Vice President and Assistant Secretary    2013     Managing Director and Assistant Secretary of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Managing Director and Associate General Counsel of Nuveen; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC; has previously held various positions with Nuveen; Managing Director, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC.
       

Jeremy D. Franklin

1983

8500 Andrew Carnegie Blvd.

Charlotte, NC 28262

   Vice President and Assistant Secretary    2024     Managing Director and Assistant Secretary, Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary, Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Vice President and Associate General Counsel, Teachers Insurance and Annuity Association of America; Vice President and Assistant Secretary, TIAA-CREF Funds and TIAA-CREF Life Funds; Vice President, Associate General Counsel, and Assistant Secretary, TIAA Separate Account VA-1 and College Retirement Equities Fund.
       

Diana R. Gonzalez

1978

8500 Andrew Carnegie Blvd.

Charlotte, NC 28262

   Vice President and Assistant Secretary    2017     Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC; Vice President, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Vice President and Associate General Counsel of Nuveen.
       

Nathaniel T. Jones

1979

333 W. Wacker Drive

Chicago, IL 60606

   Vice President    2016     Senior Managing Director, Head of Public Product of Nuveen; President. formerly, Senior Managing Director, of Nuveen Fund Advisors, LLC; has previously held various positions with Nuveen; Chartered Financial Analyst.
       

Brian H. Lawrence

1982

8500 Andrew Carnegie Blvd.

Charlotte, NC 28262

   Vice President and Assistant Secretary    2023     Vice President and Associate General Counsel of Nuveen; Vice President, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; formerly Corporate Counsel of Franklin Templeton (2018-2022).
       

Tina M. Lazar

1961

333 W. Wacker Drive

Chicago, IL 60606

   Vice President    2002     Managing Director of Nuveen Securities, LLC.
       

Brian J. Lockhart

1974

333 W. Wacker Drive

Chicago, IL 60606

   Vice President    2019     Senior Managing Director and Head of Investment Oversight of Nuveen; Senior Managing Director of Nuveen Fund Advisors, LLC; has previously held various positions with Nuveen; Chartered Financial Analyst and Certified Financial Risk Manager.

 

66


 

 

Name,

Year of Birth

& Address

  

Position(s) Held

with the Funds

  

Year First

Elected or

Appointed(2)

  

Principal Occupation(s)

Including other Directorships

During Past 5 Years

John M. McCann

1975

8500 Andrew Carnegie Blvd.

Charlotte, NC 28262

   Vice President and Assistant Secretary    2022     Senior Managing Director, Division General Counsel of Nuveen; Senior Managing Director, General Counsel and Secretary of Nuveen Fund Advisors, LLC; Senior Managing Director, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director and Assistant Secretary of TIAA SMA Strategies LLC; Managing Director, Associate General Counsel and Assistant Secretary of College Retirement Equities Fund, TIAA Separate Account VA-1, TIAA- CREF Funds, TIAA-CREF Life Funds, Teachers Insurance and Annuity Association of America and Nuveen Alternative Advisors LLC; has previously held various positions with Nuveen/TIAA.

Kevin J. McCarthy

1966

333 W. Wacker Drive

Chicago, IL 60606

   Vice President and Assistant Secretary    2007    

Executive Vice President, Secretary and General Counsel of Nuveen Investments, Inc.; Executive Vice President and Assistant Secretary of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Executive Vice President and Secretary of Nuveen Asset Management, LLC, Teachers Advisors, LLC, TIAA-CREF Investment Management, LLC and Nuveen Alternative Investments, LLC; Executive Vice President, Associate General Counsel and Assistant Secretary of TIAA-CREF Funds and TIAA-CREF Life Funds; has previously held various positions with Nuveen; Vice President and Secretary of Winslow Capital Management, LLC; formerly, Vice

President (2007-2021) and Secretary (2016-2021) of NWQ Investment Management Company, LLC and Santa Barbara Asset Management, LLC.

R. Tanner Page

1985

333 W. Wacker Drive

Chicago, IL 60606

   Vice President and Treasurer    2025     Managing Director, formerly, Vice President of Nuveen; has previously held various positions with Nuveen.

William A. Siffermann

1975

333 W. Wacker Drive

Chicago, IL 60606

   Vice President    2017     Senior Managing Director of Nuveen.

Mark L. Winget

1968

333 W. Wacker Drive

Chicago, IL 60606

   Vice President and Secretary    2008     Vice President and Assistant Secretary of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Vice President, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC and Nuveen Asset Management, LLC; Vice President and Associate General Counsel of Nuveen.

Rachael Zufall

1973

8500 Andrew Carnegie Blvd.

Charlotte, NC 28262

   Vice President and Assistant Secretary    2022     Managing Director and Assistant Secretary of Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary of the College Retirement Equities Fund, TIAA Separate Account VA-1, TIAA-CREF Funds and TIAA-CREF Life Funds; Managing Director, Associate General Counsel and Assistant Secretary of Teacher Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director of Nuveen, LLC and of TIAA.

 

(1)

The Board of Trustees is divided into three classes, Class I, Class II, and Class III, with each being elected to serve until the third succeeding annual shareholders’ meeting subsequent to its election or thereafter in each case when its respective successors are duly elected or appointed, except two board members are elected by the holders of Preferred Shares, when applicable, to serve until the next annual shareholders’ meeting subsequent to its election or thereafter in each case when its respective successors are duly elected or appointed. The year first elected or appointed represents the year in which the board member was first elected or appointed to any fund in the Nuveen complex.

(2)

Officers serve indefinite terms until their successor has been duly elected and qualified, their death or their resignation or removal. The year first elected or appointed represents the year in which the Officer was first elected or appointed to any fund in the Nuveen Complex.

 

67


LOGO

Nuveen:

Serving Investors for Generations

Since 1898, financial advisors and their clients have relied on Nuveen to provide dependable investment solutions through continued adherence to proven, long-term investing principles. Today, we offer a range of high quality solutions designed to be integral components of a well-diversified core portfolio.

Focused on meeting investor needs.

Nuveen is the investment manager of TIAA. We have grown into one of the world’s premier global asset managers, with specialist knowledge across all major asset classes and particular strength in solutions that provide income for investors and that draw on our expertise in alternatives and responsible investing. Nuveen is driven not only by the independent investment processes across the firm, but also the insights, risk management, analytics and other tools and resources that a truly world-class platform provides. As a global asset manager, our mission is to work in partnership with our clients to create solutions which help them secure their financial future.

Find out how we can help you.

To learn more about how the products and services of Nuveen may be able to help you meet your financial goals, talk to your financial advisor, or call us at (800) 257-8787. Please read the information provided carefully before you invest. Investors should consider the investment objective and policies, risk considerations, charges and expenses of any investment carefully. Where applicable, be sure to obtain a prospectus, which contains this and other relevant information. To obtain a prospectus, please contact your securities representative or Nuveen, 333 W. Wacker Dr., Chicago, IL 60606.

Please read the prospectus carefully before you invest or send money.

Learn more about Nuveen Funds at: www.nuveen.com/closed-end-funds

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE

 

Nuveen Securities, LLC, member FINRA and SIPC  |333 West Wacker Drive | Chicago, IL 60606  |www.nuveen.com

  

EAN-A-0625P   4631554


Item 2.

Code of Ethics.

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There were no amendments to or waivers from the code during the period covered by this report. Upon request, a copy of the registrant’s code of ethics is available without charge by calling 800-257-8787.


Item 3.

Audit Committee Financial Expert.

As of the end of the period covered by this report, the registrant’s Board of Directors or Trustees (“Board”) had determined that the registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR) serving on its Audit Committee. The members of the registrant’s audit committee that have been designated as audit committee financial experts are Joseph A. Boateng, John K. Nelson, Loren M. Starr and Robert L. Young, who are “independent” for purposes of Item 3 of Form N-CSR.

Mr. Boateng has served as the Chief Investment Officer for Casey Family Programs since 2007. He was previously Director of U.S. Pension Plans for Johnson & Johnson from 2002-2006. Mr. Boateng is a board member of the Lumina Foundation and Waterside School, an emeritus board member of Year Up Puget Sound, member of the Investment Advisory Committee and former Chair for the Seattle City Employees’ Retirement System, and an Investment Committee Member for The Seattle Foundation. Mr. Boateng previously served on the Board of Trustees for the College Retirement Equities Fund (2018-2023) and on the Management Committee for TIAA Separate Account VA-1 (2019-2023).

Mr. Nelson formerly served on the Board of Directors of Core12, LLC from 2008 to 2023, a private firm which develops branding, marketing, and communications strategies for clients. Mr. Nelson has extensive experience in global banking and markets, having served in several senior executive positions with ABN AMRO Holdings N.V. and its affiliated entities and predecessors, including LaSalle Bank Corporation from 1996 to 2008, ultimately serving as Chief Executive Officer of ABN AMRO N.V. North America. During his tenure at the bank, he also served as Global Head of its Financial Markets Division, which encompassed the bank’s Currency, Commodity, Fixed Income, Emerging Markets, and Derivatives businesses. He was a member of the Foreign Exchange Committee of the Federal Reserve Bank of the United States and during his tenure with ABN AMRO served as the bank’s representative on various committees of The Bank of Canada, European Central Bank, and The Bank of England. Mr. Nelson previously served as a senior, external advisor to the financial services practice of Deloitte Consulting LLP. (2012-2014).

Mr. Starr was Vice Chair, Senior Managing Director from 2020 to 2021, and Chief Financial Officer, Senior Managing Director from 2005 to 2020, for Invesco Ltd. Mr. Starr is also a Director and Chair of the Audit Committee for AMG. He is former Chair and member of the Board of Directors, Georgia Leadership Institute for School Improvement (GLISI); former Chair and member of the Board of Trustees, Georgia Council on Economic Education (GCEE). Mr. Starr previously served on the Board of Trustees for the College Retirement Equities Fund and on the Management Committee for TIAA Separate Account VA-1 (2022-2023).

Mr. Young has more than 30 years of experience in the investment management industry. From 1997 to 2017, he held various positions with J.P. Morgan Investment Management Inc. (“J.P. Morgan Investment”) and its affiliates (collectively, “J.P. Morgan”). Most recently, he served as Chief Operating Officer and Director of J.P. Morgan Investment (from 2010 to 2016) and as President and Principal Executive Officer of the J.P. Morgan Funds (from 2013 to 2016). As Chief Operating Officer of J.P. Morgan Investment, Mr. Young led service, administration and business platform support activities for J.P. Morgan’s domestic retail mutual fund and institutional commingled and separate account businesses and co-led these activities for J.P. Morgan’s global retail and institutional investment management businesses. As President of the J.P. Morgan Funds, Mr. Young interacted with various service providers to these funds, facilitated the relationship between such funds and their boards, and was directly involved in establishing board agendas, addressing regulatory matters, and establishing policies and procedures. Before joining J.P. Morgan, Mr. Young, a former Certified Public Accountant (CPA), was a Senior Manager (Audit) with Deloitte & Touche LLP (formerly, Touche Ross LLP), where he was employed from 1985 to 1996. During his tenure there, he actively participated in creating, and ultimately led, the firm’s midwestern mutual fund practice.


Item 4.

Principal Accountant Fees and Services.

Nuveen Multi-Market Income Fund

The following tables show the amount of fees that PricewaterhouseCoopers LLP (“PwC”), the Registrant’s current independent registered public accounting firm, billed to the Registrant during the Registrant’s fiscal year ended June 30, 2025, and the amount of fees that KPMG LLP (“KPMG”), the Registrant’s former independent registered public accounting firm, billed to the Registrant during the Registrant’s fiscal year ended June 30, 2024. The Audit Committee approved in advance all audit services and non-audit services that PwC and KPMG provided to the Registrant, except for those non-audit services that were subject to the pre-approval exception under Rule 2-01 of Regulation S-X (the “pre-approval exception”). The pre-approval exception for services provided directly to the Registrant waives the pre-approval requirement for services other than audit, review or attest services if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid by the Registrant during the fiscal year in which the services are provided; (B) the Registrant did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee’s attention, and the Committee (or its delegate) approves the services before the audit is completed.

The Audit Committee has delegated certain pre-approval responsibilities to its Chair.

SERVICES THAT THE REGISTRANT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM BILLED TO THE REGISTRANT

 

Fiscal Year Ended5    Audit Fees
Billed to Registrant1
     Audit-Related Fees
Billed to  Registrant2
     Tax Fees
Billed to Registrant3
     All Other Fees
Billed to Registrant4

June 30, 2025 (PwC)

     $42,750        $0        $0      $0
           

Percentage approved pursuant to pre-approval exception

     0%        0%        0%      0%
           

June 30, 2024 (KPMG)

     $42,800        $0        $0      $0
           

Percentage approved pursuant to pre-approval exception

     0%        0%        0%      0%

 

1

“Audit Fees” are the aggregate fees billed for professional services for the audit of the Registrant’s annual financial statements and services provided in connection with statutory and regulatory filings.

2

“Audit-Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees”. These fees include offerings related to the Registrant’s common shares and leverage.

3

“Tax Fees” are the aggregate fees billed for professional services for tax compliance, tax advice, and tax planning.

4

“All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”.

5

The Registrant changed audit firm from KPMG to PwC on October 24, 2024.

SERVICES THAT THE REGISTRANT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM BILLED TO THE ADVISER AND AFFILIATED REGISTRANT SERVICE PROVIDERS

The following tables show the amount of fees billed by PwC to Nuveen Fund Advisors, LLC (the “Adviser”), and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Registrant (“Affiliated Fund Service Provider”), for engagements directly related to the Registrant’s operations and financial reporting, during the Registrant’s fiscal year ended June 30, 2025, and the amount of fees billed by KPMG to the Adviser and any Affiliated Fund Service Provider, for engagements directly related to the Registrant’s operations and financial reporting, during the Registrant’s fiscal year ended June 30, 2024.


The tables also show the percentage of fees subject to the pre-approval exception. The pre-approval exception for services provided to the Adviser and any Affiliated Fund Service Provider (other than audit, review or attest services) waives the pre-approval requirement if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid by the Registrant, the Adviser and Affiliated Fund Service Providers during the fiscal year in which the services are provided that would have to be pre-approved by the Audit Committee; (B) the Registrant did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee’s attention, and the Committee (or its delegate) approves the services before the Registrant’s audit is completed.

 

Fiscal Year Ended    Audit-Related Fees
Billed to Adviser
and Affiliated Fund
Service Providers
     Tax Fees
Billed to Adviser
and Affiliated Fund
Service Providers
     All Other Fees
Billed to Adviser
and Affiliated Fund
Service Providers

June 30, 2025 (PwC)

     $0        $0      $0
        

Percentage approved pursuant to pre-approval exception

     0%        0%      0%
        

June 30, 2024 (KPMG)

     $0        $0      $0
        

Percentage approved pursuant to pre-approval exception

     0%        0%      0%

NON-AUDIT SERVICES

The following table shows the amount of fees that PwC billed during the Registrant’s fiscal year ended June 30, 2025 for non-audit services, and the amount of fees that KPMG billed during the Registrant’s fiscal year ended June 30, 2024 for non-audit services. The Audit Committee is required to pre-approve non-audit services that the Registrant’s independent registered public accounting firm provides to the Adviser and any Affiliated Fund Service Provider, if the engagement related directly to the Registrant’s operations and financial reporting (except for those subject to the pre-approval exception described above). The Audit Committee requested and received information from PwC and KPMG about any non-audit services rendered during the Registrant’s last fiscal year to the Adviser and any Affiliated Fund Service Provider. The Committee considered this information in evaluating PwC’s and KPMG’s independence.

 

Fiscal Year Ended    Total Non-Audit Fees
Billed to Registrant
     Total Non-Audit Fees
Billed to Adviser and
Affiliated Fund Service
Providers (engagements
related directly to the
operations and financial
reporting of the
Registrant)
     Total Non-Audit Fees
Billed to Adviser and
Affiliated Fund Service
Providers (all other
engagements)
     Total  

June 30, 2025 (PwC)

     $0        $0        $11,040,000       $11,040,000

June 30, 2024 (KPMG)

     $0        $0        $0      $0

“Non-Audit Fees billed to Registrant” for both fiscal year ends represent “Tax Fees” and “All Other Fees” billed to the Registrant in their respective amounts from the previous table.

Less than 50 percent of the hours expended on the independent registered public accounting firm’s engagement to audit the Registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the independent registered public accounting firm’s full-time, permanent employees.

Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit Committee must approve (i) all non-audit services to be performed for the Registrant by the Registrant’s independent registered public accounting firm and (ii) all audit and non-audit services to be performed by the Registrant’s independent registered public accounting firm for the Affiliated Fund Service Providers with respect to the operations and financial reporting of the Registrant.


Item 4(i) and Item 4(j) are not applicable to the Registrant.


Item 5.

Audit Committee of Listed Registrants.

The registrant’s Board has a separately designated Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78c(a)(58)(A)). The members of the audit committee are Joseph A. Boateng, Amy B. R. Lancellotta, John K. Nelson, Chair, Loren M. Starr, Matthew Thornton III, Margaret L. Wolff and Robert L. Young.


Item 6.

Investments.

 

(a)

Schedule of Investments is included as part of the Portfolio of Investments filed under Item 1 of this Form N-CSR.

 

(b)

Not applicable.


Item 7.

Financial Statements and Financial Highlights for Open-End Management Investment Companies.

Not applicable to closed-end investment companies.


Item 8.

Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

Not applicable to closed-end investment companies.


Item 9.

Proxy Disclosures for Open-End Management Investment Companies.

Not applicable to closed-end investment companies.


Item 10.

Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

Not applicable to closed-end investment companies.


Item 11.

Statement Regarding Basis for Approval of Investment Advisory Contract.

See Statement Regarding Basis for Approval of Investment Advisory Contract in Item 1.


Item 12.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Nuveen Fund Advisors, LLC is the registrant’s investment adviser (referred to herein as the “Adviser”). The Adviser is responsible for the on-going monitoring of the Fund’s investment portfolio, managing the Fund’s business affairs and providing certain clerical, bookkeeping and administrative services. The Adviser has engaged Nuveen Asset Management, LLC (“Sub-Adviser”) as Sub-Adviser to provide discretionary investment advisory services. As part of these services, the Adviser has delegated to the Sub-Adviser the full responsibility for proxy voting on securities held in the registrant’s portfolio and related duties in accordance with the Sub-Adviser’s policies and procedures. The Adviser periodically monitors the Sub-Adviser’s voting to ensure that it is carrying out its duties. The Sub-Adviser’s proxy voting policies and procedures are attached to this filing as an exhibit and incorporated herein by reference.


Item 13.

Portfolio Managers of Closed-End Management Investment Companies.

Nuveen Fund Advisors, LLC is the registrant’s investment adviser (also referred to as the “Adviser”). The Adviser is responsible for the selection and on-going monitoring of the Fund’s investment portfolio, managing the Fund’s business affairs and providing certain clerical, bookkeeping and administrative services. The Adviser has engaged Nuveen Asset Management, LLC (“Nuveen Asset Management” or “Sub-Adviser”) as Sub-Adviser to provide discretionary investment advisory services. The following section provides information on the portfolio managers at the Sub-Adviser:

(a)(1) Portfolio Manager Biographies

As of the date of filing this report, the following individuals at the Sub-Adviser (the “Portfolio Managers”) have primary responsibility for the day-to-day implementation of the registrant’s investment strategies:

Jason J. O’Brien, CFA, is a portfolio manager for Nuveen’s global fixed income team. He is a portfolio manager on the Nuveen Core Fixed Income and Public Funds strategies. Previously, he oversaw the securitized debt sector team and is a member of the global fixed income strategy committee. He began working in the investment industry in 1993 when he joined the firm. He received a B.A. in Finance from the University of St. Thomas. He holds the CFA designation and is a member of the CFA Institute and the CFA Society of Minnesota.

Peter L. Agrimson, CFA, is a portfolio manager for Nuveen’s global fixed income team and the lead portfolio of the Stable Value, Short Duration Multi-Sector and Short-Term Bond strategies and related institutional portfolios. He is also a member of the teams managing the Core Bond and Inflation-Linked Bond strategies and related institutional portfolios. Prior to his current role, he was a member of the securitized debt sector team, responsible for trading mortgage-backed securities, asset-backed securities and commercial mortgage-backed securities. Peter also performed credit analysis and surveillance for the firm’s mortgage-backed securities and asset-backed securities portfolios. Before joining the firm in 2008, he served as credit analyst at Long Lake Partners, LLC, where he performed credit analysis for the company’s structured products portfolio. He received a B.S. in Finance from Northern Illinois University. He holds the CFA designation and is a member of the CFA Institute.

(a)(2) Other Accounts Managed by Portfolio Managers

Other Accounts Managed. In addition to managing the registrant, the Portfolio Managers are also primarily responsible for the day-to-day portfolio management of the following accounts:

 

Portfolio Manager

   Type of Account
Managed
   Number of
Accounts
   Assets*

Jason J. O’Brien

  

Registered Investment Company

   3   

$22.60 billion

  

Other Pooled Investment Vehicles

   1   

$23.58 million

  

Other Accounts

   82   

$4.10 billion

        

Peter L. Agrimson

  

Registered Investment Company

   11   

$37.56 billion

  

Other Pooled Investment Vehicles

   2   

$276.98 million

  

Other Accounts

   5   

$435.70 million

*

Assets are as of June 30, 2025. None of the assets in these accounts are subject to an advisory fee based on performance.

Potential Material Conflicts of Interest

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one account. More specifically, portfolio managers who manage multiple accounts are presented a number of potential conflicts, including, among others, those discussed below.

The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. Nuveen Asset Management seeks to manage such competing interests for the


time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most accounts managed by a portfolio manager in a particular investment strategy are managed using the same investment models.

If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one account, an account may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible accounts. To deal with these situations, Nuveen Asset Management has adopted procedures for allocating limited opportunities across multiple accounts.

With respect to many of its clients’ accounts, Nuveen Asset Management determines which broker to use to execute transaction orders, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts, Nuveen Asset Management may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, Nuveen Asset Management may place separate, non-simultaneous, transactions for a Fund and other accounts which may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Fund or the other accounts.

Some clients are subject to different regulations. As a consequence of this difference in regulatory requirements, some clients may not be permitted to engage in all the investment techniques or transactions or to engage in these transactions to the same extent as the other accounts managed by a portfolio manager. Finally, the appearance of a conflict of interest may arise where Nuveen Asset Management has an incentive, such as a performance-based management fee, which relates to the management of some accounts, with respect to which a portfolio manager has day-to-day management responsibilities.

Conflicts of interest may also arise when the Sub-Adviser invests one or more of its client accounts in different or multiple parts of the same issuer’s capital structure, including investments in public versus private securities, debt versus equity, or senior versus junior/subordinated debt, or otherwise where there are different or inconsistent rights or benefits. Decisions or actions such as investing, trading, proxy voting, exercising, waiving or amending rights or covenants, workout activity, or serving on a board, committee or other involvement in governance may result in conflicts of interest between clients holding different securities or investments. Generally, individual portfolio managers will seek to act in a manner that they believe serves the best interest of the accounts they manage. In cases where a portfolio manager or team faces a conflict among its client accounts, it will seek to act in a manner that it believes best reflects its overall fiduciary duty, which may result in relative advantages or disadvantages for particular accounts.

Nuveen Asset Management has adopted certain compliance procedures which are designed to address these types of conflicts common among investment managers. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

Nuveen Asset Management or its affiliates, including TIAA, sponsor an array of financial products for retirement and other investment goals, and provide services worldwide to a diverse customer base. Accordingly, from time to time, a Fund may be restricted from purchasing or selling securities, or from engaging in other investment activities because of regulatory, legal or contractual restrictions that arise due to another client account’s investments and/or the internal policies of Nuveen Asset Management, TIAA or its affiliates designed to comply with such restrictions. As a result, there may be periods, for example, when Nuveen Asset Management will not initiate or recommend certain types of transactions in certain securities or instruments with respect to which investment limits have been reached.

The investment activities of Nuveen Asset Management or its affiliates may also limit the investment strategies and rights of the Funds. For example, in certain circumstances where the Funds invest in securities issued by companies that operate in certain regulated industries, in certain emerging or international markets, or are subject to corporate or regulatory ownership definitions, or invest in certain futures and derivative transactions, there may be limits on the aggregate amount invested by Nuveen Asset Management or its affiliates for the Funds and other


client accounts that may not be exceeded without the grant of a license or other regulatory or corporate consent. If certain aggregate ownership thresholds are reached or certain transactions undertaken, the ability of Nuveen Asset Management, on behalf of the Funds or other client accounts, to purchase or dispose of investments or exercise rights or undertake business transactions may be restricted by regulation or otherwise impaired. As a result, Nuveen Asset Management, on behalf of the Funds or other client accounts, may limit purchases, sell existing investments, or otherwise restrict or limit the exercise of rights (including voting rights) when Nuveen Asset Management, in its sole discretion, deems it appropriate in light of potential regulatory or other restrictions on ownership or other consequences resulting from reaching investment thresholds.

(a)(3) Fund Manager Compensation

As of the most recently completed fiscal year end, the primary Portfolio Managers’ compensation is as follows:

Portfolio manager compensation consists primarily of base salary and variable components consisting of (i) a cash bonus; (ii) a long-term performance award; and (iii) participation in a profits interest plan.

Base salary. A portfolio manager’s base salary is determined based upon an analysis of the portfolio manager’s general performance, experience and market levels of base pay for such position.

Cash bonus. A portfolio manager is eligible to receive an annual cash bonus that is based on three variables: risk-adjusted investment performance relative to benchmark generally measured over the most recent one, three and five year periods (unless the portfolio manager’s tenure is shorter), ranking versus Morningstar peer funds generally measured over the most recent one, three and five year periods (unless the portfolio manager’s tenure is shorter), and management and peer reviews.

Long-term performance award. A portfolio manager is eligible to receive a long-term performance award that vests after three years. The amount of the award when granted is based on the same factors used in determining the cash bonus. The value of the award at the completion of the three-year vesting period is adjusted based on the risk-adjusted investment performance of Fund(s) managed by the portfolio manager during the vesting period and the performance of the TIAA organization as a whole.

Profits interest plan. Portfolio managers are eligible to receive profits interests in Nuveen Asset Management and its affiliate, Teachers Advisors, LLC, which vest over time and entitle their holders to a percentage of the firms’ annual profits. Profits interests are allocated to each portfolio manager based on such person’s overall contribution to the firms.

There are generally no differences between the methods used to determine compensation with respect to the Fund and the Other Accounts shown in the table above.

(a)(4) Beneficial Ownership of JMM Securities

As of June 30, 2025, the portfolio managers beneficially owned the following dollar range of equity securities issued by the Fund.

 

                                                                                       

Name of Portfolio Manager

  None   $1-

$10,000

  $10,001-

$50,000

  $50,001-

$100,000

  

$100,001-

$500,000

  

$500,001-

$1,000,000

   Over $1,000,000

Jason J. O’Brien

  X                           

Peter L. Agrimson

  X                           


Item 14.

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.


Item 15.

Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board implemented after the registrant last provided disclosure in response to this Item.


Item 16.

Controls and Procedures.

 

(a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

(b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.


Item 17.

Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.


Item 18.

Recovery of Erroneously Awarded Compensation.

 

(a)

Not applicable.

 

(b)

Not applicable.


Item 19.

Exhibits.

 

(a)(1)

Not applicable because the code of ethics is available, upon request and without charge, by calling 800-257-8787 and there were no amendments during the period covered by this report.

 

(a)(2)

Not applicable.

 

(a)(3)

Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

(a)(4)

Not applicable.

 

(a)(5)

Not applicable.

 

(b)

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 and Section 906 of the Sarbanes-Oxley Act of 2002 is attached hereto.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Nuveen Multi-Market Income Fund

 

Date: September 5, 2025         By:  

/s/ David J. Lamb

      David J. Lamb
      Chief Administrative Officer

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Date: September 5, 2025         By:  

/s/ David J. Lamb

      David J. Lamb
     

Chief Administrative Officer

(principal executive officer)

Date: September 5, 2025     By:  

/s/ Marc Cardella

      Marc Cardella
     

Vice President and Controller

(principal financial officer)


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

PROXY VOTING POLICIES AND PROCEDURES