Correspondence 0001839882-24-038947 from Nuveen Minnesota Quality Municipal Income Fund (NMS) (CIK 0001607997)
Nuveen Minnesota Quality Municipal Income Fund (NMS) (CIK 0001607997)
Date: Nov. 13, 2024 · CIK: 0001607997 · Accession: 0001839882-24-038947
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File numbers found in text: 333-282457, 811-22967
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CORRESP
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filename1.htm
Stradley Ronon Stevens & Young, LLP
2005
Market Street, Suite 2600
Philadelphia,
PA 19103
Telephone
215.564.8000
Fax
215.564.8120
www.stradley.com
VIA
EDGAR
November
13, 2024
Christopher
R. Bellacicco
Division
of Investment Management
Securities
and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Re: Nuveen
Minnesota Quality Municipal Income Fund
File
Numbers: 333-282457; 811-22967
Dear
Mr. Bellacicco:
This
letter responds to the comments you provided via telephone on November 4, 2024, regarding the shelf offering registration statement on
Form N-2 (the “Registration Statement”), filed on October 1, 2024, with respect to the Nuveen Minnesota Quality Municipal
Income Fund (the “Registrant” or the “Fund”). For convenience, each of your comments are repeated below, with
the response immediately following. Capitalized terms not defined in this letter have the meanings ascribed to them in the Registration
Statement.
GENERAL
1. Comment:
We note that prior to filing the Registration Statement, the Registrant previously filed
a shelf registration statement on Form N-2 on April 24, 2017, which was declared effective
on April 25, 2017 (the “2017 Registration Statement”). Because shelf registration
statements are generally required to be filed every three years, please confirm that the
Registrant is no longer selling shares based upon the 2017 Registration Statement and explain
the reason for the lapse of time between filings.
Response:
The Registrant confirms that the offering of unsold shares under the 2017 Registration Statement has terminated, and the Registrant
is therefore no longer able to sell shares based upon the 2017 Registration Statement. Accordingly, the Registrant filed the Registration
Statement so that it may engage in a new offering of shares on an immediate, continuous or delayed basis.
Christopher R. Bellacicco
November 13, 2024
Page 2
PROSPECTUS
Prospectus
Summary
Investment
Objectives and Policies (p. 2)
2. Comment:
We note that the disclosure incorporates by reference a section of the Fund’s most
recent annual report titled, “Shareholder Update – Current Investment Objectives,
Investment Policies and Principal Risks of the Funds – Investment Objectives”
and “–Investment Policies.” Consider rewording the heading as this heading
is not found in the most recent annual report. Please also include a hyperlink to the most
recent annual report when incorporating by reference.
Response:
The Registrant will ensure that information incorporated by reference is properly hyperlinked. In addition, the Registrant confirms
that the heading in question can be found on page 68 of the Fund’s annual report for the fiscal year ended May 31, 2024.
Use
of Leverage (p.4)
3. Comment:
We note that the last paragraph of the subsection titled, “Use of Leverage,”
refers to an unsecured credit facility. In an appropriate location, please add disclosure
regarding conflicts that may arise in determining which Participating Funds may draw on the
unsecured credit facility.
Response:
The Registrant will revise the relevant disclosure as follows:
The
Fund may borrow for temporary purposes as permitted by the 1940 Act. The Fund, along with certain other funds managed by Nuveen Fund
Advisors (the “Participating Funds”), are parties to a committed unsecured credit facility (the “Facility”) provided
by a group of lenders, under which Participating Funds may borrow for temporary purposes only. Outstanding balances drawn by the Fund,
or any other Participating Fund, will bear interest at a variable rate and is the liability of such Fund. The Facility is not intended
for sustained levered investment purposes. A large portion of the Facility’s capacity (and corresponding annual costs, excluding
interest cost) is currently allocated by Nuveen Fund Advisors to a small number of Participating Funds, which does not include the Fund.
The Facility has a 364-day term and will expire in June 2025 unless extended or renewed. Because participation in the Facility
creates a conflict of interest in determining which Participating Funds may draw upon the Facility at any point in time, Participating
Funds have been allocated different first priority portions of the committed amount of the Facility based primarily on the expected likelihood
and extent of the need to borrow under the Facility.
Christopher R. Bellacicco
November 13, 2024
Page 3
Summary
of Fund Expenses – page 7
4. Comment:
We note that the asterisk below the table titled, “Shareholder Transaction Expenses”
references two separate sales charges. Please revise the table to include separate line items
for each of those sales charges.
Response:
The Registrant will revise the table to reflect only one sales charge.
5. Comment:
Under “Annual Expenses,” there is a reference to footnote 5 that is incorrectly
numbered. Please revise that footnote reference from 5 to 4.
Response:
The Registrant will revise the disclosure as requested.
6. Comment:
Please confirm that the costs associated with offering expenses, including any preferred
shared offering expenses, are reflected in the fee table.
Response:
The Registrant confirms that any applicable interest expenses and preferred offering costs are included in the “Interest and
Other Related Expenses” line item. In addition, the Registrant notes that any costs associated with a particular offering will
be reflected in the fee table included in the prospectus supplement corresponding to such offering.
Trading
and Net Asset Value Information – page 8
7. Comment:
Please disclose (1) whether the Fund’s Common Shares have historically traded at
a discount; (2) any methods undertaken or to be undertaken that are intended to reduce any
discount; and (3) the effects that these measures have or may have on the Fund. See
Item 8.5.d. of Form N-2.
Response:
The Registrant will add the below disclosure to the section titled, “Trading and Net Asset Value Information”:
The
Fund’s Common Shares have historically traded both at premiums and discounts in relation to the Fund’s NAV per share. The
Fund cannot predict whether its Common Shares will trade at a premium or discount to NAV in the future. The Board of Trustees has currently
determined that, at least annually, it will consider action that might be taken to reduce or eliminate any material discount from NAV
in respect of Common Shares, which may include the repurchase of such shares in the open market or in private transactions, the making
of a tender offer for such shares at NAV, or the conversion of the Fund to an open-end investment company. The Fund cannot assure you
that its Board of Trustees will decide to take any of these actions, or that share repurchases or tender offers will actually reduce
market discount.
Christopher R. Bellacicco
November 13, 2024
Page 4
Plan
of Distribution – page 18
8. Comment:
The second paragraph of the subsection titled, “General,” under “Plan
of Distribution,” refers to the indemnification provisions underwriters,
dealers and agents may be entitled to under agreements entered into with the Fund. Please
briefly describe these indemnification provisions. See Item 5.4 of Form N-2.
Response:
Because the Registrant has not yet entered into any such agreements in connection with the Securities to be offered in the Registration
Statement, it does not believe any additional disclosure is necessary.
Certain
Provisions in the Declaration of Trust and By-Laws – page 25
9. Comment:
The last paragraph of the subsection titled, “Procedural Requirements on Derivative
Actions, Exclusive Jurisdiction and Jury Trial Waiver,” under “Certain Provisions
in the Declaration of Trust and By-Laws,” discusses the exclusive jurisdiction provision
of the By-Laws. Please add disclosure describing the provision in Section 8.1 of the By-Laws
regarding shareholders’ obligation to reimburse expenses incurred by the Trust or any
other person in effecting a change of venue.
Response:
The Registrant will revise the disclosure as follows:
The
By-laws also require that actions by shareholders against the Fund, except for actions under the U.S. federal securities laws, be brought
only in a certain federal court in Massachusetts, or if not permitted to be brought in federal court, then in the Business Litigation
Session of the Massachusetts Superior Court in Suffolk County (the “Exclusive Jurisdictions”), and that the right to jury
trial be waived to the fullest extent permitted by law. Other investment companies may not be subject to similar restrictions. The designation
of Exclusive Jurisdictions may make it more expensive for a shareholder to bring a suit than if the shareholder were permitted to select
another jurisdiction. In the event a shareholder selects another jurisdiction to bring its suit and the venue for such suit is
subsequently changed back to an Exclusive Jurisdiction through the legal process, then such shareholder shall be required to reimburse
all expenses incurred by the Fund or any other person in effecting such change of venue back to the Exclusive Jurisdiction. Also,
the designation of Exclusive Jurisdictions and the waiver of jury trials limit a shareholder’s ability to litigate a claim in the
jurisdiction and in a manner that may be more favorable to the shareholder. It is possible that a court may choose not to enforce these
provisions of the Fund’s By-laws.
STATEMENT
OF ADDITIONAL INFORMATION
10. Comment:
In an appropriate section, please briefly explain any significant change in the portfolio
turnover rate over the last two fiscal years. See Item 17.4 of Form N-2.
Response:
The Registrant notes that the Fund’s portfolio turnover rates for the fiscal years ended May 31, 2024 and 2023 were 29% and 19%,
respectively. As a result, the Fund did not experience any significant change in portfolio turnover rate over the last two fiscal years.
Christopher R. Bellacicco
November 13, 2024
Page 5
Investment
Restrictions – page 2
11. Comment:
Disclosure in the fourth investment restriction states that the Fund may not “[i]nvest
more than 25% of its total assets in securities of issuers in any one industry; provided,
however, that such limitation shall not apply to municipal securities other than those municipal
securities backed only by the assets and revenues of non-governmental users.” Please
add “or group of industries” after “any one industry.”
Response:
The Registrant respectfully submits that the investment restriction relating to concentration is consistent with Section 8(b)(1)
of the 1940 Act, and the Instruction to Item 8.b.2(b) and Item 17.2.e of Form N-2, which provide that a fund must disclose its policy
with respect to concentrating investments in either a particular industry or a group of industries. Neither Section 8(b)(1) of the 1940
Act, nor the Instructions or requirements of Form N-2, require the Fund to disclose a policy not to concentrate its investments with
respect to both industries and groups of industries. Nonetheless, in order to satisfy the staff’s demand that the stated policy
be more consistent with the literal wording of Section 8(b)(1) of the 1940 Act, the Registrant will add the following disclosure as an
explanatory note following its concentration policy:
Under
the 1940 Act, investments of more than 25% of a fund’s total assets in one or more issuers in the same industry or group of industries
constitutes concentration. The policy in subparagraph (4) above will be interpreted in accordance with public interpretations of the
SEC and its staff pertaining to concentration from time to time, and therefore the reference to “industry” in such policy
shall be read to include a group of related industries. The policy in subparagraph (4) above will be interpreted to give broad authority
to the Fund as to how to classify issuers within or among either industries or groups of related industries. The Fund currently utilizes
any one or more industry classifications used by one or more widely recognized market indexes or rating group indexes, and/or as defined
by Nuveen Fund Advisors.
PART
C
Item
25: Financial Statements and Exhibits
12. Comment:
We note that Exhibits t.2 and t.3 include Powers of Attorney for Joseph A. Boateng and
Michael A. Forrester dated July 10, 2024, and January 1, 2024, respectively. Please provide
an explanation for including two executed Powers of Attorney with differing dates.
Response:
The Registrant notes that the Power of Attorney filed in Exhibit t.3 includes additional funds that were not included in the Power of
Attorney filed in Exhibit t.2. Accordingly, the Exhibit list will be revised to refer to Messrs. Boateng and Forrester in only Exhibit
t.3.
*
* * * * *
Christopher R. Bellacicco
November 13, 2024
Page 6
We
believe that this information responds to all of your comments. If you should require additional information, please call me at 215.564.8528
or, in my absence, Stephen LaChine at 312.964.3522.
Sincerely,
/s/ Joel D. Corriero
Joel
D. Corriero
Enclosures
Copies
(w/encl.) to
M.
Winget
E.
Fess
E.
Purple
S.
Lachine