Correspondence 0001999371-24-012004 from Nuveen Municipal Credit Opportunities Fund (NMCO) (CIK 0001774342) (NMCO)
Nuveen Municipal Credit Opportunities Fund (NMCO) (CIK 0001774342)
Date: Sept. 17, 2024 · CIK: 0001774342 · Accession: 0001999371-24-012004
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File numbers found in text: 333-278206, 811-23440
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Stradley Ronon Stevens & Young, LLP
2005 Market Street
Suite 2600
Philadelphia, PA 19103
Telephone 215.564.8000
Fax 215.564.8120
www.stradley.com
September 17, 2024
VIA EDGAR
Lisa N. Larkin
Senior Counsel
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Nuveen Municipal Credit Opportunities Fund
File Numbers: 333-278206, 811-23440
Dear Ms. Larkin:
This letter responds to comments
you provided via telephone on May 1, 2024, regarding the shelf offering registration statement on Form N-2 (the “Registration Statement”),
filed on March 25, 2024, with respect to the Nuveen Municipal Credit Opportunities 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 there are brackets around the federal
income tax disclosure throughout the Registration Statement. Please confirm whether this disclosure is final or will be updated.
Response: The Registrant will remove the brackets and update
the disclosure as appropriate.
PROSPECTUS
Page 6 – Trading and Net Asset Value Information
2. 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 does not believe any additional
disclosure is required to address Item 8.5.d of Form N-2, based on the Registrant’s incorporation
by reference to the disclosure included in its annual report. Nonetheless, the Registrant will add the
below disclosure to the section titled “Trading and Net Asset Value Information” to further
clarify that Common Shares have historically traded at both premiums and discounts:
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.
Ms. Larkin
September 17, 2024
Page 2
Page 7 – The Fund’s Investments
– Other Policies
3. Comment: We note that the Prospectus includes a reference
to the fundamental investment restrictions contained in the Statement of Additional Information. Please move the disclosure contained
in the “Investment Restrictions” section of the Statement of Additional Information to the Prospectus. See Item 8.2
of Form N-2.
Response: The Registrant respectfully submits that Item 17
of Form N-2 requires disclosure of the specific fundamental policies contained in the “Investment
Restrictions” section of the Statement of Additional Information. In contrast, Item 8.2 of
Form N-2 requires disclosure of only the Fund’s policy to concentrate (if it has one), and also for
it to identify any other policy that may not be changed without the vote of a majority of the outstanding
voting securities of the Fund, including those policies the Fund deems to be fundamental within
the meaning of Section 8(b) of the Investment Company Act of 1940, as amended (the “1940 Act”).
The Registrant notes that this reference to those deemed fundamental within the meaning of Section
8(b) of the 1940 Act is a reference to Section 8(b)(1)(3) of the 1940 Act, which includes policies
not included in the enumerated list of Section 8(b)(1) (which instead are disclosed in Item 17 of Form
N-2) but that the Registrant deems matters of fundamental policy. Because the Fund does not
have any such policies to disclose, it does not believe that additional disclosure is required in its Prospectus.
Page 11 – Management of the Fund - Investment
Adviser, Sub-Adviser and Portfolio Manager
4. Comment: Please disclose each portfolio manager’s length
of service as required by Item 9.1.c. of Form N-2.
Response: The Registrant will include the length of service
for each portfolio manager.
Ms. Larkin
September 17, 2024
Page 3
Page 12 – Management of the Fund - Investment
Management and Sub-Advisory Agreements
5. Comment: We note that the complex-level fee table under the
subsection titled “Investment Management and Sub-Advisory Agreements” of the “Management of the Fund” section
discloses the effective complex-level fee rate for the Fund as of February 29, 2024; however, the fund-level fee table does not include
the effective fund-level fee rate. Consider including the effective fund-level fee rate as of February 29, 2024 (or a more recent date),
to complement the effective complex-level fee rate provided.
Response: The Registrant has reviewed and considered the
above request and notes that Form N-2 does not require the effective fund-level fee rate as of a certain
date per Item 9.1.b(3) of Form N-2. As such, the Registrant believes the disclosure is appropriate as drafted.
Page 15 – Dividend Reinvestment Plan
6. Comment: Please add the following disclosure to the Prospectus
as required by Item 10.1.e of Form N-2 or confirm such disclosure is included in the portion of the Fund’s annual report that is
incorporated by reference: (1) whether the dividend reinvestment plan is automatic or whether shareholders must affirmatively elect to
participate; (2) the method of determining the number of shares that will be distributed in lieu of a cash dividend; and (3) the income
tax consequences of participation in the plan.
Separately, please add disclosure about
how partial shares are treated under the dividend reinvestment plan or confirm such disclosure is included in the portion of the Fund’s
annual report that is incorporated by reference.
Response: The Registrant confirms that the disclosure required
by Item 10.1.e of Form N-2 regarding (1) whether the plan is automatic or whether shareholders must affirmatively
elect to participate and (2) the method of determining the number of shares that will be distributed in
lieu of a cash dividend is included in the “Shareholder Update – Dividend Reinvestment Plan”
section of the Fund’s annual report filed on Form N-CSR, which is incorporated by reference. In addition,
the disclosure regarding the income tax consequences of participation in the plan is included in the “Tax
Matters” section of the Prospectus.
Further, the Registrant acknowledges the
staff’s comment regarding the treatment of partial shares under the dividend reinvestment plan and will consider modifying the dividend
reinvestment plan disclosure in its next annual report to address partial shares.
Ms. Larkin
September 17, 2024
Page 4
Page 16 – Plan of Distribution –
General
7. Comment: The second paragraph of the subsection titled “General”
of the “Plan of Distribution” section 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.
STATEMENT OF ADDITIONAL INFORMATION
Page 2 – Investment Restrictions
8. Comment: Section 8(b)(1) of the 1940 Act requires a statement
of the Fund’s policy with respect to concentrating investments in a particular industry or group of industries. The Fund’s
policy does not cover concentration regarding a group of industries. Please explain how the Fund intends to address this issue.
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.
Ms. Larkin
September 17, 2024
Page 5
Page 19 – Management of the Fund
9. Comment: Please review the principal occupations of each Director
and Officer disclosed in the SAI to ensure that the principal business of any company listed is included, unless such business is implicit
in the company’s name, per Instruction 3 to Item 18.1 of Form N-2.
Response: The Registrant has reviewed the applicable disclosure
and made additional changes, as necessary, to comply with Instruction 3 to Item 18.1 of Form N-2.
Page 41 – Management of the Fund –
Control Persons and Principal Holders of Common Stock
10. Comment: Please identify in the Prospectus each person who,
as of a specified date no more than thirty days prior to the date of the filing of the Amendment, controls the Registrant. See
Item 9.3 of Form N-2.
Response: The Registrant has moved the referenced disclosure
from the Statement of Additional Information to the Prospectus.
Page 42 – Management of the Fund –
Compensation
11. Comment: We note that there are inconsistencies between the
Independent Trustees named in footnote four of the table within the subsection titled “Compensation” of the “Management
of the Funds” section and the corresponding reference markers. Please review and reconcile footnote four and the corresponding reference
markers.
Response: The Registrant has revised footnote (4) and the
corresponding table to correct the noted inconsistencies.
PART C
Item 25 – Financial Statements and Exhibits
12. Comment: We note that the hyperlink in Item 25.1 links to
a Form N-CSR that includes a different fund on the facing page. Confirm that this is the correct hyperlink for the Fund.
Response: The Registrant will correct the hyperlink to link to the
Form N-CSR filed on behalf of the Registrant.
* * * * * *
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