SEC Form SC 13D filed by Nuveen Municipal High Income Opportunity Fund
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. n/a )*
NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND
(Name of Issuer)
ADJUSTABLE RATE MUNIFUND TERM PREFERRED SHARES
(Title of Class of Securities)
670682 871
(CUSIP Number)
Deutsche Bank AG\
Taunusanlage 12
Frankfurt Am Main D-60325, Germany
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 19, 2021
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No. 670682 871 |
| 1. | Names of Reporting Persons
Deutsche Bank AG 13-2944988 | |||||
| 2. | Check the Appropriate Box if a member of a Group (see instructions) a ☐ b ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions):
WC | |||||
| 5. | Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).
☒ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power:
0 | ||||
| 8. | Shared Voting Power:
1,700 | |||||
| 9. | Sole Dispositive Power:
0 | |||||
| 10. | Shared Dispositive Power:
1,700 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,700 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
| 13. | Percent of Class Represented by Amount in Row (11):
66.15% | |||||
| 14. | Type of Reporting Person (See Instructions)
BK | |||||
SCHEDULE 13D
| CUSIP No. 670682 871 |
| 1. | Names of Reporting Persons
DB Municipal Holdings LLC 82-2633289 | |||||
| 2. | Check the Appropriate Box if a member of a Group (see instructions) a ☐ b ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions):
WC | |||||
| 5. | Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power:
0 | ||||
| 8. | Shared Voting Power:
1,700 | |||||
| 9. | Sole Dispositive Power:
0 | |||||
| 10. | Shared Dispositive Power:
1,700 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,700 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
| 13. | Percent of Class Represented by Amount in Row (11):
66.15% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| Item 1 | Security and Issuer |
This Statement on Schedule 13D (this “Statement”) relates to the purchase of 1,700 adjustable rate munifund term preferred shares (CUSIP No. 670682 871) (“AMTP Shares”) of Nuveen Municipal High Income Opportunity Fund (the “Issuer” or the “Company”). This Statement is being filed by the Reporting Persons (as defined below) as a result of the purchase of AMTP Shares by DBMH (as defined below). The Issuer’s principal executive offices are located at 333 W. Wacker Drive, Chicago, Illinois 60606.
| Item 2 | Identity and Background |
(a) This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| i. | Deutsche Bank AG (“DB AG”) |
| ii. | DB Municipal Holdings LLC (“DBMH”) |
This Statement relates to the AMTP Shares that were purchased for the account of DBMH.
(b) The address of the principal business office of DB AG is:
Deutsche Bank AG
Taunusanlage 12
Frankfurt Am Main D-60325
Germany
The address of the principal business office of DBMH is:
DB Municipal Holdings LLC
60 Wall Street
New York, NY 10005
(c) DB AG offers a wide variety of investment, financial and related products and services to private individuals, corporate entities and institutional clients around the world.
The principal business of DBMH is to engage in transactions to meet the investment objectives of DB AG to finance municipal borrowers and municipal conduit issuers through traditional financing and the purchase of municipal bonds, directly or indirectly, that are tax-exempt.
Information concerning each executive officer, director and controlling person (the “Listed Persons”) of the Reporting Persons is listed on Schedule I attached hereto, and is incorporated by reference herein. With respect to DBMH, the officers and directors of its majority member, Deutsche Bank Securities Inc. are listed. To the knowledge of the Reporting Persons, the citizenship of the Listed Persons is as specified on Schedule I hereto.
(d) Other than as set forth on Schedule II, during the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Listed Persons, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
| Item 3 | Source and Amount of Funds or Other Consideration |
The aggregate amount of funds used by the Reporting Persons to purchase the securities reported herein was approximately $170,000,000. The source of funds was the working capital of the Reporting Persons.
The Reporting Persons declare that neither the filing of this Statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the Exchange Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding or disposing of securities of the Company or otherwise with respect to the Company or any securities of the Company or (ii) a member of any group with respect to the Company or any securities of the Company.
| Item 4 | Purpose of the Transaction |
(a) DBMH has purchased the AMTP Shares for investment purposes. DBMH acquired the AMTP Shares from the Issuer pursuant to that certain AMTP Shares Purchase Agreement, dated April 19, 2021, between the Issuer and DBMH (the “Purchase Agreement”) on their initial issuance for a purchase price of $170,000,000.
The Reporting Persons have not acquired the subject securities with any purpose, or with the effect of, changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect.
| Item 5 | Interest in Securities of the Issuer |
(a)—(b) The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference.
(c) The responses of the Reporting Persons in Item 3 and Item 4 are incorporated herein by reference.
(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, AMTP Shares that may be deemed to be beneficially owned by the Reporting Persons.
(e) Not applicable.
| Item 6 | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The responses of the Reporting Persons to Item 4 are incorporated herein by reference. With respect to the AMTP Shares owned by DBMH, on April 19, 2021, DBMH assigned certain preferred class voting rights on the AMTP Shares to a voting trust (the “Voting Trust”) created pursuant to the Voting Trust Agreement, dated April 19, 2021 among DBMH and Glass, Lewis & Co., LLC (“Voting Trustee”) as voting consultant and trustee. Voting and consent rights on the AMTP Shares not assigned to the Voting Trust have been retained by DBMH. The Voting Trust provides that with respect to voting or consent matters relating to the voting rights assigned to the Voting Trust, the Voting Trustee analyzes such voting or consent matters and submits the vote based on the results of such analysis.
| Item 7 | Material to be Filed as Exhibits |
| Exhibit | Description of Exhibit | |
| 99.1 | Joint Filing Agreement | |
| 99.2 | Voting Trust Agreement dated April 19, 2021 | |
| 99.3 | AMTP Share Purchase Agreement, dated April 19, 2021 | |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 28, 2021
| DEUTSCHE BANK AG | ||
| By: | /s/ Daniela Pondeva | |
| Name: | Daniela Pondeva | |
| Title: | Vice President | |
| By: | /s/ Michael Caro | |
| Name: | Michael Caro | |
| Title: | Vice President | |
| DB MUNICIPAL HOLDINGS LLC | ||
| By: | /s/ Svetlana Segal | |
| Name: | Svetlana Segal | |
| Title: | Managing Director | |
| By: | /s/ John Werba | |
| Name: | John Werba | |
| Title: | Director | |
LIST OF EXHIBITS
| Exhibit | Description of Exhibit | |
| 99.1 | Joint Filing Agreement | |
| 99.2 | Voting Trust Agreement dated April 19, 2021 | |
| 99.3 | AMTP Share Purchase Agreement, dated April 19, 2021 | |
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF
REPORTING PERSONS
The following sets forth the name and present principal occupation of each executive officer and board member of Deutsche Bank AG. The business address of each of the executive officers and directors of Deutsche Bank AG is Taunusanlage 12 Frankfurt Am Main D-60325, Germany.
| Name |
Position with Deutsche Bank AG |
Principal Occupation/Citizenship | ||
| Christian Sewing | Chief Executive Officer | Chief Executive Officer, Management Board Member and responsible for Corporate Bank and Investment Bank German | ||
| Karl von Rohr | President | President, Management Board Member, responsible for Private Bank and Asset Management, responsible for Germany and Europe, Middle East and Africa German | ||
| Fabrizio Campelli | Chief Transformation Officer | Chief Transformation Officer, Management Board Member and responsible for Human Resources United Kingdom, Italian | ||
| Frank Kuhnke | Chief Operating Officer | Chief Operating Officer, Management Board Member and responsible for Capital Release Unit German | ||
| Bernd Leukert | Chief Technology, Data and Innovation Officer | Chief Technology, Data and Innovation Office, Management Board Member and responsible for Technology, Data and Innovation German | ||
| Stuart Lewis | Chief Risk Officer | Chief Risk Officer, Management Board Member and responsible for Compliance, Anti-Financial Crime and the Business Selection and Conflicts Office United Kingdom | ||
| James von Moltke | Chief Financial Officer | Chief Financial Officer, Management Board Member Australian, German | ||
| Alexander von zur Mühlen | Chief Executive Officer Asia Pacific | Chief Executive Officer for the Asia Pacific region and Management Board Member German | ||
| Christiana Riley | Chief Executive Officer Americas | Chief Executive Officer for the Americas and Management Board Member American | ||
| Stefan Simon | Chief Administrative Officer | Chief Administrative Officer, Management Board Member and responsible for Government and Regulatory Affairs and Legal and Governance. German | ||
| Dr. Paul Achleitner | Chairman of the Supervisory Board | Chairman of the Supervisory Board of Deutsche Bank Aktiengesellschaft Austrian | ||
| Detlef Polaschek | Deputy Chairman of the Supervisory Board | Deputy Chairman of the Supervisory Board of Deutsche Bank AG and Member of the General Staff Council of Deutsche Bank German | ||
| Ludwig Blomeyer-Bartenstein | Spokesperson of the Management | Spokesperson of the Management and Head of the Market Region Bremen of Deutsche Bank AG German | ||
| Frank Bsirske | Supervisory Board Member | Former Chairman of the trade union ver.di German | ||
| Mayree Clark | Supervisory Board Member | Founder and Managing Partner of Eachwin Capital American | ||
| Jan Duscheck | Supervisory Board Member | Head of national working group Banking, trade union ver.di German | ||
| Gerhard Eschelbeck | Supervisory Board Member | Chief Information Security Officer of Aurora Innovation, Inc. Austrian, American | ||
| Sigmar Gabriel | Supervisory Board Member | Former German Federal Government Minister German | ||
| Timo Heider | Supervisory Board Member | Chairman of the General Staff Council of BHW Bausparkasse AG/Postbank Finanzberatung AG, Chairman of the General Staff Council of PCC Services GmbH der Deutschen Bank, Chairman of the Staff Council of BHW Bausparkasse AG, PCC Services GmbH der Deutschen Bank, Postbank Finanzberatung AG and BHW Holding GmbH, and Deputy Chairman of the Group Staff Council of Deutsche Bank AG German | ||
| Martina Klee | Supervisory Board Member | Deputy Chairperson of the Staff Council PWCC Center Frankfurt of Deutsche Bank German | ||
| Henriette Mark | Supervisory Board Member | Member of the Staff Council Southern Bavaria, of the General Staff Council and of the Group Staff Council of Deutsche Bank German | ||
| Gabriele Platscher | Supervisory Board Member | Chairperson of the Staff Council Niedersachsen Ost of Deutsche Bank German | ||
| Bernd Rose | Supervisory Board Member | Chairman of the General Staff Council of Postbank Filialvertrieb AG, Member of the Group Staff Council of Deutsche Bank, Member of the European Staff Council of Deutsche Bank German | ||
| Gerd Alexander Schütz | Supervisory Board Member | Chairman of the Management Board, C-QUADRAT Investment Aktiengesellschaft Austrian | ||
| John Alexander Thain | Supervisory Board Member | Former Chairman and Chief Executive Officer, CIT Group Inc. American | ||
| Michele Trogni | Supervisory Board Member | Operating Partner of Eldridge Industries LLC United Kingdom | ||
| Dr. Dagmar Valcárcel | Supervisory Board Member | Supervisory Board Member, Former Chair of the Management Board, Andbank Asset Management Luxembourg S.A., Luxembourg German, Spanish | ||
| Stefan Viertel | Supervisory Board Member | Head of Institutional Cash Sales & Client Management (& ACO) Hungary, Deutsche Bank AG, Member of the General Staff Council, Staff Council Representative of the Corporate Bank and Investment Bank, Deutsche Bank AG German | ||
| Dr. Theodor Weimer | Supervisory Board Member | CEO, Deutsche Börse AG German | ||
| Prof. Dr. Norbert Winkeljohann | Supervisory Board Member | Self-employed corporate consultant, Norbert Winkeljohann Advisory & Investments German | ||
The following sets forth the name and present principal occupation of each executive officer and director of Deutsche Bank Securities Inc. (“DBSI”), DBSI being the majority member of DBMH. The business address of each of the executive officers and directors of DBSI is 60 Wall Street New York, NY 10005 United States.
| Name |
Position with Deutsche Bank Securities Inc. |
Principal Occupation/Citizenship | ||
| James Davies | Chief Executive Officer, President, Director | Chief Executive Officer, President and Member of Board of Directors of Deutsche Bank Securities Inc. United Kingdom, Australian | ||
| Anthony Stucchio | Chief Operations Officer, Director | Chief Operations Officer and Member of Board of Directors of Deutsche Bank Securities Inc. American | ||
| Tiberio Massaro | Chief Financial Officer, Director | Chief Financial Officer and Member of Board of Directors of Deutsche Bank Securities Inc. American | ||
| Wade Bicknell | Chief Security Officer, Chief Information Security Officer | Chief Security Officer, Chief Information Security Officer of Deutsche Bank Securities Inc. American | ||
| Peter Berardi | Chief Credit Officer | Chief Credit Officer of Deutsche Bank Securities Inc. American | ||
| Charles Green, Jr. | Chief Market Risk Officer, Chief Risk Officer, Director | Chief Market Risk Officer, Chief Risk Officer, and Member of Board of Directors of Deutsche Bank Securities Inc. American | ||
| Matthew Farrant | Chief Administrative Officer | Chief Administrative Officer of Deutsche Bank Securities Inc. United Kingdom | ||
| Charles Rinaldi | Chief Compliance Officer | Chief Compliance Officer of Deutsche Bank Securities Inc. American | ||
| Andrea DeMar | Chief Compliance Officer—Registered Investment Adviser | Chief Compliance Officer—Registered Investment Adviser of Deutsche Bank Securities Inc. American, Portuguese | ||
| Michael Koplowitz | Chief Compliance Officer - Futures Commission Merchant | Chief Compliance Officer - Futures Commission Merchant of Deutsche Bank Securities Inc. American | ||
| Samuel Descovich | Director | Member of Board of Directors of Deutsche Bank Securities Inc. American | ||
| Manuel Maximino | Director | Member of Board of Directors of Deutsche Bank Securities Inc. Argentinian | ||
SCHEDULE II
LITIGATION SCHEDULE
Deutsche Bank AG and Deutsche Bank Securities, Inc. (the majority Member of DB Municipal Holdings LLC) have been involved in a number of proceedings which concern matters arising in connection with the conduct of its business. Certain of such proceedings have resulted in findings of violations of federal or state securities laws. Such proceedings are reported and summarized in (i) the Deutsche Bank Securities, Inc. Form BD, (ii) Deutsche Bank AG’s annual reports on Form 20-F and periodic reports on Form 6-K filed with the SEC, and (iii) in other regulatory reports, which descriptions are hereby incorporated by reference.