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DEF 14A
1
d826743ddef14a.htm
NUVEEN SELECT MATURITIES MUNICIPAL FUND
Nuveen Select Maturities Municipal Fund
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement.
☐
Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)).
☒
Definitive Proxy Statement.
☐
Definitive Additional Materials.
☐
Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12
Nuveen Select Maturities Municipal Fund (NIM)
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
☒
No fee required.
☐
Fee computed on table below per Exchange Act Rules14a-6(i)(4) and 0-11.
1)
Title of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4)
Proposed maximum aggregate value of transaction:
5)
Total fee paid:
☐
Fee paid previously with preliminary materials.
☐
Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1)
Amount Previously Paid:
2)
Form, Schedule or Registration Statement No.:
3)
Filing Party:
4)
Date Filed:
Notice of Annual Meeting
ofShareholderstobeheldon August8, 2024
333 West Wacker Drive
Chicago, Illinois 60606
(800)
257-8787
June27, 2024
Nuveen
AMT-Free
Municipal Credit Income Fund (NVG)
Nuveen
AMT-Free
Municipal Value Fund (NUW)
Nuveen California Select
Tax-Free
Income Portfolio (NXC)
Nuveen Dynamic Municipal Opportunities Fund (NDMO)
Nuveen Municipal Credit Income Fund (NZF)
Nuveen
Municipal High Income Opportunity Fund (NMZ)
Nuveen Municipal Income Fund, Inc. (NMI)
Nuveen Municipal Value Fund, Inc. (NUV)
Nuveen New
York Municipal Value Fund (NNY)
Nuveen New York Quality Municipal Income Fund (NAN)
Nuveen New York Select
Tax-Free
Income Portfolio (NXN)
Nuveen Quality Municipal Income Fund (NAD)
Nuveen
Select Maturities Municipal Fund (NIM)
Nuveen Select
Tax-Free
Income Portfolio (NXP)
Nuveen Taxable Municipal Income Fund (NBB)
To the
Shareholders of the Above Funds:
Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
AMT-Free
Municipal Credit Income Fund
(“AMT-Free
Credit Income”), Nuveen
AMT-Free
Municipal Value Fund
(“AMT-Free
Value”), Nuveen California Select
Tax-Free
Income Portfolio (“California Select”), Nuveen Dynamic Municipal Opportunities Fund (“Dynamic
Municipal”), Nuveen Municipal Credit Income Fund (“Credit Income”), Nuveen Municipal High Income Opportunity Fund (“Municipal High Income”), Nuveen New York Municipal Value Fund (“New York Value”), Nuveen New York
Quality Municipal Income Fund (“New York Quality Income”), Nuveen New York Select
Tax-Free
Income Portfolio (“New York Select”), Nuveen Quality Municipal Income Fund (“Quality
Income”), Nuveen Select Maturities Municipal Fund (“Select Maturities”), Nuveen Select
Tax-Free
Income Portfolio (“Select
Tax-Free”)
and Nuveen
Taxable Municipal Income Fund (“Taxable Income”), each a Massachusetts business trust (each, a “Massachusetts Fund” and collectively, the “Massachusetts Funds”), and Nuveen Municipal Income Fund, Inc. (“Municipal
Income”) and Nuveen Municipal Value Fund, Inc. (“Municipal Value”), each a Minnesota corporation (each, a “Minnesota Fund” and collectively, the “Minnesota Funds”) (the Massachusetts Funds and Minnesota Funds are
each a “Fund” and collectively, the “Funds”), will be held on Thursday, August8, 2024, at 2:00 p.m., Central time (for each Fund, an “Annual Meeting” and collectively, the “Annual Meetings”), for the
following purposes and to transact such other business, if any, as may properly come before the Annual Meeting.
We will be hosting this year’s Annual Meeting as a completely virtual meeting of shareholders, which will be conducted
online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetnow.global/MHL4JNF at the meeting date
and time described in the accompanying Joint Proxy Statement. If your shares are registered in your name, to participate in the Annual Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control
number can be found in the shaded box. If your shares are held through an intermediary, you will need to register for the Annual Meeting at least three (3)business days prior to the Annual Meeting. Instructions for registering are set forth in
the enclosed Joint Proxy Statement. There is no physical location for the Annual Meeting.
Matters to Be Voted on by Shareholders:
1.
To elect Members to the Board of Directors/Trustees (each a “Board” and each Director or Trustee a “Board
Member”) of each Fund as outlined below:
a.
For Municipal Income, to elect four (4)ClassII Board Members.
b.
For Municipal Value and each Massachusetts Fund (except
AMT-Free
Credit Income,
Dynamic Municipal, Credit Income, Municipal High Income, New York Quality Income and Quality Income), to elect four (4)ClassIII Board Members.
c.
For
AMT-Free
Credit Income, Dynamic Municipal, Credit Income, Municipal High
Income, New York Quality Income and Quality Income, to elect five (5)Board Members.
i)
three (3)Class III Board Members to be elected by the holders of Common Shares and Preferred Shares, voting
together as a single class; and
ii)
two (2)Board Members to be elected by the holders of Preferred Shares only, voting separately as a single class.
2.
To transact such other business as may properly come before the Annual Meeting.
Shareholders of record at the close of business on June13, 2024 are entitled to notice of and to vote at the Annual Meeting.
While all shareholders are cordially invited to attend the virtual Annual Meeting, we encourage you to vote your shares promptly, whether or not you plan to attend
the virtual Annual Meeting in order to avoid delay and additional expense and to assure that your shares are represented. You may vote by mail, telephone or over the Internet. To vote by mail, please mark, sign, date and mail the enclosed proxy
card. No postage is required if mailed in the United States. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote over the Internet, go to
the Internet address provided on your proxy card and follow the instructions, using your proxy card as a guide.
Mark L. Winget
Vice President and Secretary
Joint Proxy Statement
333 West Wacker Drive
Chicago, Illinois 60606
(800)
257-8787
June27, 2024
This Joint Proxy
Statement is first being mailed to shareholders on or about July2, 2024.
Nuveen
AMT-Free
Municipal Credit
Income Fund (NVG)
Nuveen
AMT-Free
Municipal Value Fund (NUW)
Nuveen California Select
Tax-Free
Income Portfolio (NXC)
Nuveen Dynamic Municipal Opportunities Fund (NDMO)
Nuveen Municipal Credit Income Fund (NZF)
Nuveen
Municipal High Income Opportunity Fund (NMZ)
Nuveen Municipal Income Fund, Inc. (NMI)
Nuveen Municipal Value Fund, Inc. (NUV)
Nuveen New
York Municipal Value Fund (NNY)
Nuveen New York Quality Municipal Income Fund (NAN)
Nuveen New York Select
Tax-Free
Income Portfolio (NXN)
Nuveen Quality Municipal Income Fund (NAD)
Nuveen
Select Maturities Municipal Fund (NIM)
Nuveen Select
Tax-Free
Income Portfolio (NXP)
Nuveen Taxable Municipal Income Fund (NBB)
General
Information
This Joint Proxy Statement is furnished in connection with the solicitation by the Board of Trustees or Directors (each a “Board” and
collectively, the “Boards,” and each Trustee or Director, a “Board Member” and collectively, the “Board Members”) of each of Nuveen
AMT-Free
Municipal Credit Income Fund
(“AMT-Free
Credit Income”), Nuveen
AMT-Free
Municipal Value Fund
(“AMT-Free
Value”), Nuveen California Select
Tax-Free
Income Portfolio (“California Select”), Nuveen Dynamic Municipal Opportunities Fund (“Dynamic Municipal”), Nuveen Municipal Credit Income Fund (“Credit Income”), Nuveen
Municipal High Income Opportunity Fund (“Municipal High Income”), Nuveen New York Municipal Value Fund (“New York Value”), Nuveen New York Quality Municipal Income Fund (“New York Quality Income”), Nuveen New York
Select
Tax-Free
Income Portfolio (“New York Select”), Nuveen Quality Municipal Income Fund (“Quality Income”), Nuveen Select Maturities Municipal Fund (“Select Maturities”),
Nuveen Select
Tax-Free
Income Portfolio (“Select
Tax-Free”)
and Nuveen Taxable Municipal Income Fund (“Taxable Income”), each a Massachusetts
business trust (each, a “Massachusetts Fund” and collectively, the “Massachusetts Funds”), and Nuveen Municipal Income Fund, Inc. (“Municipal Income”) and Nuveen Municipal Value Fund, Inc. (“Municipal Value”),
each a Minnesota corporation (each, a “Minnesota Fund” and collectively, the “Minnesota Funds”) (the Massachusetts Funds and Minnesota Funds are each a “Fund” and collectively, the “Funds”), of proxies to be
voted at the Annual Meeting of Shareholders to be held on Thursday, August8, 2024 at 2:00p.m., Central time (for each Fund, an “Annual Meeting” and collectively, the “Annual Meetings”), and at any and all adjournments
or postponements thereof.
1
The Annual Meeting will be held in a virtual meeting format only, which will be conducted online via live webcast. You will
be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetnow.global/MHL4JNF at the meeting date and time. If your shares are
registered in your name, to participate in the Annual Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. There is no physical location for the Annual
Meeting.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the
Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare. You must contact the bank or broker
who holds your shares to obtain your legal proxy. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, three (3) business days prior to the meeting date. You will receive a
confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us by emailing an image of your legal proxy to shareholdermeetings@computershare.com.
On the matters coming before each Annual Meeting as to which a choice has been specified by shareholders on the proxy, the shares will be voted accordingly. If a
properly executed proxy is returned and no choice is specified, the shares will be voted
FOR
the election of the nominees as listed in this Joint Proxy Statement. Shareholders of a Fund who execute proxies may revoke them at any time before
they are voted by filing with that Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the virtual Annual Meeting and voting at the Annual Meeting. A prior proxy can also be revoked by
voting again through the toll-free number or the Internet address listed in the proxy card. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.
The Board of each Fund has determined that the use of this Joint Proxy Statement for each Annual Meeting is in the best interest of each Fund and its shareholders in
light of the similar matters being considered and voted on by the shareholders.
2
The following table indicates which shareholders are solicited with respect to each matter:
Matter
CommonShares
PreferredShares
(1)
1(a)
For Municipal Income, election of four (4)ClassII Board Members by all shareholders.
X
N/A
1(b)
For Municipal Value and each Massachusetts Fund (except
AMT-Free
Credit Income, Dynamic Municipal, Credit Income,
Municipal High Income, New York Quality Income and Quality Income), election of four (4)ClassIII Board Members by all shareholders.
X
N/A
1(c)(i)
For
AMT-Free
Credit Income, Dynamic Municipal, Credit Income, Municipal High Income, New York Quality Income and
Quality Income, election of three (3)ClassIII Board Members by all shareholders.
X
X
1(c)(ii)
For
AMT-Free
Credit Income, Dynamic Municipal, Credit Income, Municipal High Income, New York Quality Income and
Quality Income, election of two (2)Board Members by holders of Preferred Shares only.
N/A
X
(1)
Variable Rate Demand Preferred Shares (“VRDP Shares”) for
AMT-Free
Credit Income, Credit Income, New York Quality Income and Quality Income; MuniFund Preferred Shares (“MFP Shares”) for
AMT-Free
Credit Income, Dynamic Municipal, Credit Income and Quality Income; and
Adjustable Rate MuniFund Term Preferred Shares (“AMTP Shares”) for Municipal High Income, New York Quality Income and Quality Income are collectively referred to herein as “Preferred Shares.”
A quorum of shareholders is required to take action at each Annual Meeting. A majority of the shares entitled to vote at each Annual Meeting, represented in person
(through participation by means of remote or “virtual” communication) or by proxy, will constitute a quorum of shareholders at that Annual Meeting, except that for the election of the two Board Member nominees by holders of Preferred
Shares (for
AMT-Free
Credit Income, Dynamic Municipal, Credit Income, Municipal High Income, New York Quality Income and Quality Income), 33
1
⁄
3
% of the Preferred Shares entitled to vote and represented in person (through participation by means of remote or “virtual” communication) or by proxy will constitute a quorum. Votes cast in person
(through participation by means of remote or “virtual” communication) or by proxy at each Annual Meeting will be tabulated by the inspectors of election appointed for that Annual Meeting. The inspectors of election will determine whether
or not a quorum is present at the Annual Meeting. The inspectors of election will treat abstentions and “broker
non-votes”
(i.e., shares held by brokers or nominees, typically in “street
name,” as to which (i)instructions have not been received from the beneficial owners or persons entitled to vote and (ii)the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes
of determining a quorum. The proposal described in this Joint Proxy Statement is considered a “routine” matter under the rules of the New York Stock Exchange (“NYSE”), and beneficial owners who do not provide proxy instructions
or who do not return a proxy card may have their shares voted by broker-dealer firms on the proposal in the discretion of such broker-dealer firms.
3
Pursuant to Rule 452 of the NYSE, certain Preferred Shares held in “street name” as to which voting instructions
have not been received from the beneficial owners or persons otherwise entitled to vote as of one business day before the Annual Meeting, or, if adjourned or postponed, one business day before the day to which the Annual Meeting is adjourned or
postponed, may be voted by the broker on the proposal in the same proportion as the votes cast by all holders of Preferred Shares as a class who have voted on the proposal. Rule 452 permits proportionate voting of Preferred Shares with respect to a
particular item if, among other things, (i)a minimum of 30% of the Preferred Shares (or shares of a series of Preferred Shares if the matter must be voted on separately by series) outstanding has been voted by the holders of such shares with
respect to such item, (ii)less than 10% of the Preferred Shares (or shares of a series of Preferred Shares if the matter must be voted on separately by series) outstanding has been voted by the holders of such shares against such item and
(iii)for any proposal as to which holders of Common Shares and Preferred Shares vote as a single class, holders of Common Shares approve the proposal. For the purpose of meeting the 30% test, abstentions will be treated as shares
“voted” and, for the purpose of meeting the 10% test, abstentions will not be treated as shares “voted” against the item. Rule 452 proportionate voting applies only to certain auction rate and remarketed preferred securities.
AMTP Shares are not remarketed, thus the proportionate voting provisions of Rule 452 do not apply to these shares. The proportionate voting provisions of Rule 452 may apply to MFP Shares depending on their mode. The proportionate voting provisions
of Rule 452 may apply to VRDP Shares depending on their current mode or rate period. The following table indicates whether the proportionate voting provisions of Rule 452 apply to each series of Preferred Shares.
Fund
Preferred Shares
Mode
(1)
NYSE Rule
452 Applies?
AMT-Free
Credit Income
MFP Series A
Variable Rate Mode
No
MFP Series B
Variable Rate Remarketed Mode
Yes
MFP Series C
Variable Rate Remarketed Mode
Yes
VRDP Series 1
Remarketing Mode
Yes
VRDP Series 2
Remarketing Mode
Yes
VRDP Series 4
Remarketing Mode
Yes
VRDP Series 5
Remarketing Mode
Yes
VRDP Series 6
Remarketing Mode
Yes
Dynamic Municipal
MFP Series A
Variable Rate Mode
No
Credit Income
MFP Series A
Variable Rate Mode
No
MFP Series B
Variable Rate Mode
No
MFP Series C
Variable Rate Mode
No
VRDP Series 1
Special Rate Period VRDP
No
VRDP Series 2
Special Rate Period VRDP
No
VRDP Series 3
Remarketing Mode
Yes
Municipal High Income
AMTP Series 2028
N/A
No
AMTP Series 2031
N/A
No
AMTP Series 2032
N/A
No
4
Fund
Preferred Shares
Mode
(1)
NYSE Rule
452 Applies?
New York Quality Income
AMTP Series 2028
N/A
No
VRDP Series 1
Remarketing Mode
Yes
Quality Income
MFP Series A
Variable Rate Mode
No
MFP Series B
Variable Rate Mode
No
AMTP Series 2028
N/A
No
AMTP Series
2028-1
N/A
No
AMTP Series
2028-2
N/A
No
VRDP Series 1
Remarketing Mode
Yes
VRDP Series 2
Remarketing Mode
Yes
(1)
As of the record date, June13, 2024. The terms and conditions of each series of Preferred Shares, as well as the
rights and privileges with respect to each mode, if any, are described in the Statement Establishing and Designating the Rights and Preferences for each series of Preferred Shares, and any supplement or appendix thereto.
Broker-dealers who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your shares without instruction. We urge you to
provide instructions to your broker or nominee so that your votes may be counted.
For each Fund, because the number of persons nominated for election as Board
Members in accordance with the Fund’s
by-laws
equals the number of Board Members to be elected, the affirmative vote of a plurality (the greatest number of affirmative votes) of the shares present and
entitled to vote at the Annual Meeting will be required to elect each Board Member of that Fund. This means that the nominees receiving the highest number of affirmative votes cast at the Annual Meeting will be elected to serve as Board Members. For
example, if there are four nominees for election to the Board and four Board Members to be elected, a vote by plurality means the four nominees with the highest number of affirmative votes, regardless of the votes withheld for the nominees, will be
elected. Because the election of Board Members in this case does not require that a minimum percentage of a Fund’s outstanding Common Shares and Preferred Shares be voted in favor of any nominee, assuming the presence of a quorum, abstentions
and broker
non-votes
will have no effect on the outcome of the election of that Fund’s Board Members by holders of Common Shares and Preferred Shares.
Those persons who were shareholders of record at the close of business on Monday, June13, 2024 will be entitled to one vote for each share held and a proportionate
fractional vote for each fractional vote held. As of June13, 2024, the shares of the Funds were issued and outstanding as follows:
The Common Shares of each Fund are listed on the NYSE. Reports, proxy statements and other information concerning the
Funds can be inspected at the offices of the NYSE, 11 Wall Street, New York, New York 10005.
1.
Election of Board Members
Pursuant to the organizational documents of each Fund, each Board is divided into three classes, ClassI, ClassII and ClassIII, to be elected by the
holders of the outstanding Common Shares and any outstanding Preferred Shares, voting together as a single class, to serve until the third succeeding annual meeting subsequent to their election or thereafter, in each case until their successors have
been duly elected and qualified. For
AMT-Free
Credit Income, Dynamic Municipal, Credit Income, Municipal High Income, New York Quality Income and Quality Income, each a Massachusetts Fund with Preferred Shares
outstanding, holders of Preferred Shares are entitled to elect two (2)Board Members. The Board Members elected by holders of
6
Preferred Shares will be elected to serve until the next annual meeting or until their successors have been duly elected and qualified.
(a) For Municipal Income:
four (4)Board Members are to be elected by all shareholders. Current Board Members Medero,
Moschner, Starr and Thornton have been designated as ClassII Board Members and are nominees for election at the Annual Meeting to serve for a term expiring at the 2027 annual meeting of shareholders or until their successors have been duly
elected and qualified. Board Members Boateng, Forrester, Kenny, Lancellotta, Nelson, Toth, Wolff and Young are current and continuing Board Members. Current Board Members Forrester, Kenny, Wolff and Young have been designated as ClassIII Board
Members for a term expiring at the 2025 annual meeting of shareholders or until their successors have been duly elected and qualified. Board Members Boateng, Lancellotta, Nelson and Toth have been designated as ClassI Board Members for a term
expiring at the 2026 annual meeting of shareholders or until their successors have been duly elected and qualified.
(b) For
Municipal Value and each Massachusetts Fund, except
AMT-Free
Credit Income, Dynamic Municipal,
Credit Income, Municipal High Income, New York Quality Income and Quality Income:
four (4)Board
Members are to be elected by all shareholders. Current Board Members Medero, Moschner, Starr and Thornton have been designated as ClassIII Board Members and are nominees for election at the Annual Meeting to serve for a term expiring at the
2027 annual meeting of shareholders or until their successors have been duly elected and qualified. Board Members Boateng, Forrester, Kenny, Lancellotta. Nelson, Toth, Wolff and Young are current and continuing Board Members. Current Board Members
Forrester, Kenny, Wolff and Young have been designated as ClassI Board Members for a term expiring at the 2025 annual meeting of shareholders or until their successors have been duly elected and qualified. Current Board Members Boateng,
Lancellotta, Nelson and Toth have been designated as ClassII Board Members for a term expiring at the 2026 annual meeting of shareholders or until their successors have been duly elected and qualified.
(c) For
AMT-Free
Credit Income, Dynamic Municipal, Credit Income, Municipal High Income, New
York Quality Income and Quality Income:
(i)
three (3)Board Members are to be elected by holders of Common and Preferred Shares, voting together as a single
class. Current Board Members Medero, Starr and Thornton have been designated as ClassIII Board Members and are nominees for election at the Annual Meeting to serve for a term expiring at the 2027 annual meeting of shareholders or until their
successors have been duly elected and qualified. Board Members Boateng, Forrester, Kenny, Lancellotta. Nelson, Toth and Young are current and continuing Board Members. Current Board Members Forrester, Kenny and Young have been designated as
ClassI Board Members for a term expiring at the 2025 annual meeting of shareholders or until their successors have been duly elected and qualified. Board Members Boateng, Lancellotta, Nelson and Toth have been designated as ClassII Board
Members for a term expiring at the 2026 annual meeting of shareholders or until their successors have been duly elected and qualified.
(ii)
two (2)Board Members are to be elected by holders of Preferred Shares, voting separately as a single class. Current
Board Member Moschner is a nominee for
7
election by holders of Preferred Shares for a term expiring at the next annual meeting or until his successor has been duly elected and qualified. Current Board Member Wolff, previously
designated as a ClassI Board Member, is a nominee for election by holders of Preferred Shares for a term expiring at the next annual meeting or until her successor has been duly elected and qualified.
It is the intention of the persons named in the enclosed proxy to vote the shares represented thereby for the election of the nominees listed in the table below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as a Board Member of each Fund if elected. However, should any nominee become unable to serve or for good cause will not serve, the proxies will be voted for substitute
nominees, if any, designated by that Fund’s then current Board.
Class
I Board Members:
For each Fund other than Municipal Income,
Select
Tax-Free,
AMT-Free
Credit Income, Dynamic Municipal, Credit Income, Municipal High Income, New York Quality Income and Quality Income, Board Member Wolff was last
elected to the Fund’s Board as a ClassI Board Member at the annual meeting of shareholders held on August5, 2022. For each Fund other than Municipal Income, Board Member Young was last elected to the Fund’s Board as a
ClassI Board Member at the annual meeting of shareholders held on August9, 2023. Board Members Forrester and Kenny were appointed by the Board to the Fund’s Board effective January1, 2024. For Municipal Income, Board Members
Lancellotta, Nelson, Toth and Young were last elected to the Fund’s Board as ClassI Board Members at the annual meeting of shareholders held on August9, 2023. Board Member Boateng was appointed by the Board to Municipal
Income’s Board effective January1, 2024.
Class
II Board Members:
For each Fund other than Municipal Income, Board Members
Lancellotta, Nelson and Toth were last elected to each Fund’s Board as ClassII Board Members at the annual meeting of shareholders held on August9, 2023. Board Member Boateng was appointed by the Board to the Fund’s Board
effective January1, 2024. For Municipal Income, Board Members Medero, Moschner and Thornton were last elected to the Fund’s Board as ClassII Board Members at the annual meeting of shareholders held on August4, 2021. Board
member Starr was appointed by the Board to the Fund’s Board effective January1, 2024.
Class
III Board Members:
For each Fund
other than Municipal Income, Select
Tax-Free,
AMT-Free
Credit Income, Dynamic Municipal, Credit Income, Municipal High Income, New York Quality Income and Quality
Income, Board Members Medero, Moschner and Thornton were last elected to each Fund’s Board as ClassIII Board Members at the annual meeting of shareholders held on August4, 2021. For
AMT-Free
Credit Income, Dynamic Municipal, Credit Income, Municipal High Income, New York Quality Income and Quality Income, Board Members Medero and Thornton were last elected to each Fund’s Board as ClassIII Board Members at the annual meeting
of shareholders held on August4, 2021. For Select
Tax-Free,
Board Members Medero, Moschner and Thornton were last elected to the Fund’s Board as ClassIII Board Members at the annual meeting of
shareholders held on September22, 2021. For each Fund other than Municipal Income, Board Member Starr was appointed by the Board to the Fund’s Board effective January1, 2024. For Municipal Income, Board Member Wolff was last elected
to the Fund’s Board as ClassIII Board Members at the annual meeting of shareholders held on August5, 2022 and Board Member Young was last elected to the Fund’s Board as a ClassIII Board Member at the annual meeting of
shareholders held on August9, 2023. Board Members Forrester and Kenny were appointed by the Board to Municipal Income’s Board effective January1, 2024.
8
Board Members Elected by Holders of Preferred Shares
: For
AMT-Free
Credit
Income, Dynamic Municipal, Credit Income, Municipal High Income, New York Quality Income and Quality Income, Board Member Moschner was last elected to each Fund’s Board at the annual meeting of shareholders held on August9, 2023, and
Ms.Wolff was last elected to each Fund’s Board as a ClassI Board Member at the annual meeting of shareholders held on August5, 2022.
All
Board Member nominees and current and continuing Board Members are not “interested persons,” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), of the Funds or Nuveen Fund Advisors, LLC (the
“Adviser”) and have never been an employee or director of Teachers Insurance and Annuity Association of America (“TIAA”) or Nuveen, LLC (“Nuveen”), the Adviser’s parent companies, or any affiliate. Accordingly,
such Board Members are deemed “Independent Board Members.”
The Board unanimously recommends that shareholders vote FOR the election of the nominees.
Except as otherwise noted, the Funds and the other funds advised by the Adviser and the mutual funds advised by TIAA that are series of the TIAA-CREF Funds and
the TIAA-CREF Life Funds (referred to herein as the “TC Funds”) are collectively referred to herein as the “Fund Complex.”
Board
Members/Nominees
Name,BusinessAddress
and Year of Birth
Position(s)
Heldwith
Funds
TermofOffice
and Length of
Time Served
with Funds in
theFundComplex
(1)
Principal Occupation(s)
During Past Five Years
Numberof
Portfolios
in Fund
Complex
(4)
Overseen
by Board
Member
Other
Directorships
Held by
Board
Member
During the
PastFiveYears
Board Members/Nominees who are not “interested persons” of the Funds
Joseph A. Boateng
(5)
730 Third Avenue
New York, NY 10017-3206
1963
Board Member
Term: ClassI or II Board Member until 2026 annual shareholder meeting
(2)
Length of Service: Since 2019
Chief Investment Officer, Casey Family Programs (since 2007); formerly, Director of U.S. Pension Plans, Johnson Johnson (2002- 2006).
211
Board Member, LuminaFoundation (since 2018) 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
9
Name,BusinessAddress
and Year of Birth
Position(s)
Heldwith
Funds
TermofOffice
and Length of
Time Served
with Funds in
theFundComplex
(1)
Principal Occupation(s)
During Past Five Years
Numberof
Portfolios
in Fund
Complex
(4)
Overseen
by Board
Member
Other
Directorships
Held by
Board
Member
During the
PastFiveYears
System; Investment Committee Member (since 2012),TheSeattle Foundation; Trustee (2018-2023), the CollegeRetirement Equities Fund; Manager (2019-2023), TIAA Separate Account
VA-1.
Michael A. Forrester
(5)
730 Third Avenue
NewYork, NY 10017-3206
1967
Board Member
Term: ClassI or III Board Member until 2025 annual shareholder meeting
(2)
Length of Service: Since 2007
Formerly, Chief Executive Officer (2014–2021) and Chief Operating Officer (2007–2014), Copper Rock Capital Partners, LLC.
211
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).
Thomas J. Kenny
(5)
730 Third Avenue
New York, NY 10017-3206
1963
Co-Chair
of the Board; Board Member
Term: ClassI or III Board Member until 2025 annual shareholder meeting
(2)
Length of Service: Since 2011,
Co-Chair
of the Board since
2024
(3)
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.
216
Director (since 2015) and Chair of the Finance and Investment Committee (since 2018), Aflac Incorporated; Director (since 2018), ParentSquare. formerly, Director (2012-2022) and Finance Committee Chair (2016-2022), Sansum Clinic;
Former Advisory Board Member
10
Name,BusinessAddress
and Year of Birth
Position(s)
Heldwith
Funds
TermofOffice
and Length of
Time Served
with Funds in
theFundComplex
(1)
Principal Occupation(s)
During Past Five Years
Numberof
Portfolios
in Fund
Complex
(4)
Overseen
by Board
Member
Other
Directorships
Held by
Board
Member
During the
PastFiveYears
(2017-2019), B’Box; former Member (2011-2022), the University of California at Santa Barbara Arts and Lectures Advisory Council; former Investment Committee Member (2012-2020), Cottage Health System; Board Member (2009-2019)
and former President of the Board (2014- 2018) of 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.
Amy B. R. Lancellotta
333 West Wacker Drive
Chicago, IL
60606
1959
Board Member
Term: ClassI or II Board Member until 2026 annual shareholder meeting
(2)
Length of Service: Since 2021
Formerly, Managing Director, Independent Directors Council (“IDC”) (2006-2019) (supports the fund independent director community and is part of the Investment Company Institute (“ICI”), which represents regulated
investment companies); formerly, various positions with ICI (1989- 2006).
216
President (since 2023) and Member (since 2020) of the Board of Directors, Jewish Coalition Against Domestic Abuse (JCADA).
11
Name,BusinessAddress
and Year of Birth
Position(s)
Heldwith
Funds
TermofOffice
and Length of
Time Served
with Funds in
theFundComplex
(1)
Principal Occupation(s)
During Past Five Years
Numberof
Portfolios
in Fund
Complex
(4)
Overseen
by Board
Member
Other
Directorships
Held by
Board
Member
During the
PastFiveYears
Joanne T. Medero
333 West Wacker Drive
Chicago, IL 60606
1954
Board Member
Term: ClassII or III Board Member until 2024 annual shareholder meeting
(2)
and nominee for
ClassII or III Board Member until 2027 annual shareholder meeting
Length of Service:
Since 2021
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).
216
Member (since 2019) of the Board of Directors of the 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.).
Albin F. Moschner
333 West Wacker Drive
Chicago, IL 60606
1952
Board Member
Term: Annual Board Member until 2024 annual shareholder meeting and nominee for term until 2025 annual shareholder meeting (Funds with Preferred Shares) or ClassII or III Board Member
Founder and Chief Executive Officer, Northcroft Partners, LLC (management consulting) (since 2012); formerly, 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
216
Formerly, Chairman (2019)and Director (2012-2019), USA Technologies, Inc. (a provider of solutions and services to facilitate electronic payment transactions);
12
Name,BusinessAddress
and Year of Birth
Position(s)
Heldwith
Funds
TermofOffice
and Length of
Time Served
with Funds in
theFundComplex
(1)
Principal Occupation(s)
During Past Five Years
Numberof
Portfolios
in Fund
Complex
(4)
Overseen
by Board
Member
Other
Directorships
Held by
Board
Member
During the
PastFiveYears
until 2024 annual shareholder meeting
(2)
and nominee for ClassII or III Board Member until
2027 annual shareholder meeting
Length of Service: Since 2016
Communications, Inc. (telecommunication services) (2000-2003); formerly, President, One Point Services at One Point Communications (telecommunication services) (1999-2000); formerly, Vice President of the Board, Diba, Incorporated
(internet technology provider) (1996-1997); formerly, various executive positions (1991- 1996) and Chief Executive Officer (1995-1996) of Zenith Electronics Corporation (consumer electronics).
John K. Nelson
333 West Wacker Drive
Chicago, IL 60606
1962
Board Member
Term: ClassI or II Board Member until 2026 annual shareholder meeting
(2)
Length of Service: Since 2013
Formerly, Senior External Advisor to the Financial Services practice of Deloitte Consulting LLP (2012- 2014); 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
Formerly, Member of the Board of Directors (2008- 2023) of Core12 LLC (private firm which develops branding, marketing and communication strategies for clients). formerly, Member of the President’s Council (2010-2019) of
Fordham University; formerly, Director (2009- 2018) of the Curran Center for Catholic American Studies; formerly, Trustee and Chairman of The Board of Trustees of Marian University
(2011-2013).
13
Name,BusinessAddress
and Year of Birth
Position(s)
Heldwith
Funds
TermofOffice
and Length of
Time Served
with Funds in
theFundComplex
(1)
Principal Occupation(s)
During Past Five Years
Numberof
Portfolios
in Fund
Complex
(4)
Overseen
by Board
Member
Other
Directorships
Held by
Board
Member
During the
PastFiveYears
Loren M. Starr
(5)
730 Third Avenue
New York, NY 10017-3206
1961
Board Member
Term: ClassII or III Board Member until 2024 annual shareholder meeting
(2)
and nominee for
ClassII or III Board Member until 2027 annual shareholder meeting
Director (since 2023) and Audit Committee member (since 2024), AMG; formerly, Chair and Member of the Board of Directors (2014-2021), Georgia Leadership Institute for School Improvement (GLISI); Former Chair and Member of the Board
of Trustees (2015-2018), Georgia Council on Economic Education (GCEE); Trustee, the College Retirement Equities Fund and Manager, TIAA Separate Account
VA-1
(2022- 2023).
Matthew Thornton III
333 West Wacker Drive
Chicago, IL 60606
1958
Board Member
Term: ClassII or III Board Member until 2024 annual shareholder meeting
(2)
and nominee for
ClassII or III Board Member until 2027 annual shareholder meeting
Length of Service:
Since 2020
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.
215
Member of the Board of Directors (since 2014), The Sherwin-Williams Company (develops, manufactures, distributes and sells paints, coating and related products); Member of the Board of Directors (since 2020), Crown Castle
International (provider of
14
Name,BusinessAddress
and Year of Birth
Position(s)
Heldwith
Funds
TermofOffice
and Length of
Time Served
with Funds in
theFundComplex
(1)
Principal Occupation(s)
During Past Five Years
Numberof
Portfolios
in Fund
Complex
(4)
Overseen
by Board
Member
Other
Directorships
Held by
Board
Member
During the
PastFiveYears
communications infrastructure); formerly, Member of the Board of Directors (2012-2018), Safe Kids Worldwide
(a
non-profit
organization
dedicated to preventing childhood injuries).
TerenceJ. Toth
333 West Wacker Drive
Chicago, IL 60606
1959
Co-Chair
of the Board; Board Member
Term: ClassI orII Board Member until 2026 annual shareholder meeting
(2)
Length of Service: Since 2008,
Co-Chair
of the Board since
2024
(3)
Formerly,
Co-Founding
Partner, Promus Capital (investment advisory firm) (2008-2017); formerly, Director of Quality Control Corporation (manufacturing) (2012- 2021); formerly, Director,
Fulcrum IT Service 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).
216
Chair and Member of the Board of Directors (since 2021), 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 (philanthropy); formerly, Member (2005-2016), Chicago Fellowship Board (philanthropy); formerly,Member, Northern Trust Mutual Funds Board (2005- 2007), Northern Trust
Global Investments
15
Name,BusinessAddress
and Year of Birth
Position(s)
Heldwith
Funds
TermofOffice
and Length of
Time Served
with Funds in
theFundComplex
(1)
Principal Occupation(s)
During Past Five Years
Numberof
Portfolios
in Fund
Complex
(4)
Overseen
by Board
Member
Other
Directorships
Held by
Board
Member
During the
PastFiveYears
Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997- 2004).
Margaret L. Wolff
333 West Wacker Drive
Chicago, IL 60606
1955
Board Member
Term: Annual Board Member until 2024 annual shareholder meeting and nominee for term until 2025 annual shareholder meeting (Funds with Preferred Shares)
or ClassI or III Board Member until 2025 annual shareholder meeting
(2)
and nominee for ClassI or III Board Member until 2027 annual shareholder meeting
Member of the Board of Trustees (since 2005) of New York-Presbyterian Hospital. Member of the Board of Trustees (since 2004); formerly, Chair (2015-2022), The John A. Hartford Foundation (philanthropy dedicated to improving the care
older adults); formerly, Member (2005-2015) and Vice Chair (2011-2015) of the Board of Trustees of Mt. Holyoke College; 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.).
16
Name,BusinessAddress
and Year of Birth
Position(s)
Heldwith
Funds
TermofOffice
and Length of
Time Served
with Funds in
theFundComplex
(1)
Principal Occupation(s)
During Past Five Years
Numberof
Portfolios
in Fund
Complex
(4)
Overseen
by Board
Member
Other
Directorships
Held by
Board
Member
During the
PastFiveYears
Robert L. Young
333 West Wacker Drive
Chicago, IL 60606
1963
Board Member
Term: ClassI or III Board Member until 2025 annual shareholder meeting
(2)
Length of Service: Since 2017
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
None
(1)
Length of Time Served indicates the year in which the individual became a Board Member of a fund in the Fund Complex.
(2)
For Municipal Value and each Massachusetts Fund, except
AMT-Free
Credit Income,
Dynamic Municipal, Credit Income, Municipal High Income, New York Quality Income and Quality Income, Board Member Wolff serves as a ClassI Board Member and Board Member Moschner serves as a ClassIII Board Member. For Municipal Income,
Board Members Boateng, Lancellotta, Nelson and Toth serve as ClassI Board Members; Board Members Medero, Moschner, Thornton and Starr serve as ClassII Board Members; and Board Members Forrester, Kenny, Wolff and Young serve as
ClassIII Board Members.
(3)
The Board Members have elected Thomas J. Kenny to serve as an independent
Co-Chair
of the Board for a
one-year
term expiring on December31, 2024, Terence J. Toth to serve as an independent
Co-Chair
of the Board for a
six-month
term ending on June30, 2024, and Robert L. Young to serve as an independent
Co-Chair
of the Board for a
six-month
term
from July1, 2024 through December31, 2024.
(4)
As used in this table, the Fund Complex consists of the funds advised by the Adviser, the mutual funds advised by Teachers
Advisors, LLC that are series of the TIAA-CREF Funds and the TIAA-CREF Life Funds.
(5)
Mr.Boateng, Mr.Forrester, Mr.Kenny and Mr.Starr were appointed to the Board, effective
January1, 2024.
Board Member Investments in the Funds
In order to create an appropriate identity of interests between Board Members and shareholders, the Nuveen funds boards have adopted a governance principle pursuant to
which each Board Member is expected to invest, either directly or on a deferred basis, at least the equivalent of one year of compensation in the funds in the Fund Complex.
The dollar range of equity securities beneficially owned by each Board Member in each Fund and the Fund Complex overseen by the Board Member as of May31, 2024 is
set forth in
17
Appendix
A
. The number of shares of each Fund beneficially owned by each Board Member and by the Board Members and officers of the Funds as a group as of May31,
2024 is also set forth in
Appendix
A
. As of June13, 2024, each Board Member’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of the Fund. As of June13,
2024, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund.
The table below presents
information on Board Members who own securities in companies (other than registered investment companies) that are advised by entities that are under common control with the Funds’ investment adviser as of December31, 2023:
Name of
Board Member
Nameof Owners/
Relationshipsto
Board Member
Companies
(1)
Titleof
Class
Value of
Securities
(2)
Percentof
Class
(3)
ThomasJ.Kenny
ThomasJosephKenny 2021 Trust (Mr.Kenny is Initial Trustee and Settlor.)
Global Timber Resources LLC
None
$ 64,792
0.01%
KSHFO, LLC
4
Global Timber Resources Investor Fund, LP
None
$ 973,390
6.01%
KSHFO, LLC
4
GlobalAgricultureII Investor Fund LP
None
$1,511,340
10.10%
(1)
The Adviser, as well as the investment advisers to these Companies, are indirectly commonly controlled by Nuveen.
(2)
These amounts reflect the value of holdings as of December31, 2023. As of the date of this Joint Proxy Statement,
that is the most recent information available regarding the valuation of shares of the Companies.
(3)
These percentages reflect the overall amount committed to invest in the Companies, not current ownership percentages.
(4)
Mr.Kenny owns 6.6% of KSHFO, LLC.
Compensation
Prior to January1, 2024, for the calendar year
ended December31, 2023, Independent Board Members received a $210,000 annual retainer, plus they received (a)a fee of $7,250 per day for attendance at regularly scheduled meetings of the Board; (b)a fee of $4,000 per meeting for
attendance at special,
non-regularly
scheduled Board meetings; (c)a fee of $2,500 per meeting for attendance at Audit Committee meetings,
Closed-End
Fund Committee
meetings and Investment Committee Meetings; (d)a fee of $5,000 per meeting for attendance at Compliance, Risk Management and Regulatory Oversight Committee meetings; (e)a fee of $1,250 per meeting for attendance at Dividend Committee
meetings; and (f)a fee of $500 per meeting for attendance at all other committee meetings, and $100 per meeting when the Executive Committee acted as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings,
provided that no fees were received for meetings held on days on which regularly scheduled Board meetings were held. In addition to the payments described above, the Chair of the Board received $140,000, and the chairpersons of the Audit Committee,
the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Nominating and Governance Committee, the
Closed-End
Fund Committee and the Investment Committee received $20,000
each as additional retainers. Independent Board Members also received a fee of $5,000 per day for site visits to entities that provide services to the Nuveen funds on days on which no Board meeting was held. Per meeting fees for
18
unscheduled Committee meetings or meetings of Ad Hoc or Special Assignment Committees were determined by the Chair of such Committee based on the complexity or time commitment associated with the
particular meeting. The annual retainer, fees and expenses were allocated among the Nuveen funds on the basis of relative net assets, although management may have, in its discretion, established a minimum amount to be allocated to each fund. In
certain instances fees and expenses were allocated only to those Nuveen funds that were discussed at a given meeting.
Effective January1, 2024, for their
service to the Fund Complex, Independent Board Members receive a $350,000 annual retainer, plus they receive (a)an annual retainer of $30,000 for membership on the Audit Committee and Compliance, Risk Management and Regulatory Oversight
Committee, respectively; and (b)an annual retainer of $20,000 for membership on the Dividend Committee, Investment Committee, Nominating and Governance Committee and
Closed-End
Fund Committee,
respectively. In addition to the payments described above, the
Chair/Co-Chair
of the Board receives $140,000 annually; the
chair/co-chair
of the Audit Committee and the
Compliance, Risk Management and Regulatory Oversight Committee receive $30,000 annually; and the
chair/co-chair
of the Dividend Committee, Investment Committee, Nominating and Governance Committee and
Closed-End
Fund Committee receive $20,000 annually. Board members will be paid either $1,000 or $2,500 for any ad hoc meetings of the Board or its standing committees depending upon the meeting’s length and
immediacy. For any special assignment committees, the
chair/co-chair
will be paid a quarterly fee of $1,250 and members will be paid a quarterly fee of $5,000. The annual retainers, fees and expenses of the
Board are allocated among the funds in the Fund Complex on the basis of relative net assets, although a minimum amount may be established to be allocated to each fund. In certain instances fees and expenses will be allocated only to those funds that
are discussed at a given meeting.
The Funds do not have retirement or pension plans. Certain Nuveen funds (the “Participating Funds”) participate in a
deferred compensation plan (the “Deferred Compensation Plan”) that permits an Independent Board Member to elect to defer receipt of all or a portion of his or her compensation as an Independent Board Member. The deferred compensation of a
participating Independent Board Member is credited to a book reserve account of the Participating Fund when the compensation would otherwise have been paid to such Independent Board Member. The value of an Independent Board Member’s deferral
account at any time is equal to the value that the account would have had if contributions to the account had been invested and reinvested in shares of one or more of the eligible Nuveen funds. At the time for commencing distributions from an
Independent Board Member’s deferral account, the Independent Board Member may elect to receive distributions in a lump sum or over a period of two to 20 years. The Participating Fund will not be liable for any other fund’s obligations to
make distributions under the Deferred Compensation Plan.
The Funds have no employees. The officers of the Funds serve without any compensation from the Funds. The
Funds’ Chief Compliance Officer’s (“CCO”) compensation, which is composed of base salary and incentive compensation, is paid by the Adviser, with review and input by the Board. The Funds reimburse the Adviser for an allocable
portion of the Adviser’s cost of the CCO’s incentive compensation.
19
The table below shows, for each Independent Board Member and nominee, the aggregate compensation paid by each Fund to the
Independent Board Member/nominee for its last fiscal year.
Aggregate Compensation from the Funds
(*)
Fund Name
ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000">
Joseph A.
Boateng
(1)(2)
Mr.Boateng, Mr.Forrester, Mr.Kenny and Mr.Starr were appointed as Board Members of the Fund as of
January1, 2024.
(2)
“Total Compensation from Funds in the Fund Complex” for Mr.Boateng, Mr.Forrester, Mr.Kenny and
Mr.Starr includes compensation from CREF and
VA-1,
as each was a member of the board and management committee of CREF and
VA-1,
respectively, as of
December31, 2023.
20
(*)
Includes deferred fees. Pursuant to the Deferred Compensation Plan with certain Participating Funds, deferred amounts are
treated as though an equivalent dollar amount has been invested in shares of one or more Participating Funds. Total deferred fees for the Participating Funds (including the return from the assumed investment in the Participating Funds) payable are:
Fund Name
JosephA.
Boateng
MichaelA.
Forrester
ThomasJ.
Kenny
Amy B. R.
Lancellotta
JoanneT.
Medero
Albin F.
Moschner
JohnK.
Nelson
LorenM.
Starr
Matthew
ThorntonIII
TerenceJ.
Toth
Margaret
L. Wolff
RobertL.
Young
AMT-Free
Credit Income
VALIGN="bottom">$
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">$
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">$
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
$
4,210
VALIGN="bottom">
$
6,110
VALIGN="bottom">
VALIGN="bottom">$
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">$
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">$
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">$
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">$
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
$
7,121
VALIGN="bottom">
$
9,705
VALIGN="bottom">
AMT-Free
Value
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
246
VALIGN="bottom">
357
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
409
VALIGN="bottom">
556
VALIGN="bottom">
California Select
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
946
VALIGN="bottom">
1,177
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
1,348
VALIGN="bottom">
2,204
VALIGN="bottom">
Credit Income
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
3,441
VALIGN="bottom">
4,988
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
5,737
VALIGN="bottom">
8,163
VALIGN="bottom">
Dynamic Municipal
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
1,428
VALIGN="bottom">
2,073
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
2,375
VALIGN="bottom">
3,549
VALIGN="bottom">
Municipal High Income
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
90
VALIGN="bottom">
130
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
149
VALIGN="bottom">
203
VALIGN="bottom">
Municipal Income
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
1,751
VALIGN="bottom">
2,541
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
2,911
VALIGN="bottom">
3,959
VALIGN="bottom">
Municipal Value
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
561
VALIGN="bottom">
696
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
799
VALIGN="bottom">
1,311
VALIGN="bottom">
New York Quality Income
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
98
VALIGN="bottom">
141
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
164
VALIGN="bottom">
213
VALIGN="bottom">
New York Select
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
189
VALIGN="bottom">
272
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
316
VALIGN="bottom">
411
VALIGN="bottom">
New York Value
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
787
VALIGN="bottom">
1,136
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
1,325
VALIGN="bottom">
1,718
VALIGN="bottom">
Quality Income
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
55
VALIGN="bottom">
79
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
92
VALIGN="bottom">
120
VALIGN="bottom">
Select Maturities
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
144
VALIGN="bottom">
208
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
242
VALIGN="bottom">
315
VALIGN="bottom">
Select
Tax-Free
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
793
VALIGN="bottom">
1,145
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
1,331
VALIGN="bottom">
1,729
VALIGN="bottom">
Taxable Income
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
798
VALIGN="bottom">
1,151
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
VALIGN="bottom">
VALIGN="bottom" ALIGN="right">—
VALIGN="bottom">
1,339
VALIGN="bottom">
1,740
VALIGN="bottom">
21
Board Leadership Structure and Risk Oversight
The Board of each Fund oversees the operations and management of the Fund, including the duties performed for the Fund by the Adviser or its affiliates. The Board favors
a unitary board structure. A unitary board consists of one group of board members who serves on the board of the funds in the Fund Complex. Through a unitary board structure, the Board Members seek to provide effective governance through
establishing a board the overall composition of which will, as a body, possess the appropriate skills, diversity (including, among other things, gender, race and ethnicity), independence and experience to oversee the Funds’ business. With this
overall framework in mind, when the Board, through its Nominating and Governance Committee discussed below, seeks nominees for the Board, the Board Members consider not only the candidate’s particular background, skills and experience, among
other things, but also whether such background, skills and experience enhance the Board’s diversity and at the same time complement the Board given its current composition and the mix of skills and experiences of the incumbent Board Members.
The Nominating and Governance Committee believes that the Board generally benefits from diversity of background (including, among other things, gender, race and ethnicity), skills, experience and views among its members, and considers this a factor
in evaluating the composition of the Board, but has not adopted any specific policy on diversity or any particular definition of diversity. The Nominating and Governance Committee goes through a continuous Board refreshment process, seeking to
balance continuity with fresh perspective and diversity of viewpoints to ensure a well diversified, knowledgeable and effective Board. Eight of the Fund’s twelve current Board Members have served on the board of funds in the Fund Complex for
eight years or less.
The Board believes the unitary board structure enhances good and effective governance, particularly given the nature of the structure of the
investment company complex. Funds in the same complex generally are served by the same service providers and personnel and are governed by the same regulatory scheme which raises common issues that must be addressed by the Board Members across the
Fund Complex (such as compliance, valuation, liquidity, brokerage, trade allocation or risk management). The Board believes it is more efficient to have a single board review and oversee common policies and procedures which increases the
Board’s knowledge and expertise with respect to the many aspects of fund operations that are complex-wide in nature. The unitary structure also enhances the Board’s influence and oversight over the Adviser and other service providers.
In an effort to enhance the independence of the Board, the Board also has
Co-Chairs
who are Independent Board Members. The Board
recognizes that a chair can perform an important role in setting the agenda for the Board, establishing the boardroom culture, establishing a point person on behalf of the Board for Fund management and reinforcing the Board’s focus on the
long-term interests of shareholders. The Board recognizes that a chair may be able to better perform these functions without any conflicts of interests arising from a position with Fund management. Accordingly, the Board Members have elected Thomas
J. Kenny to serve as an independent
Co-Chair
of the Board for a
one-year
term expiring on December31, 2024, Terence J. Toth to serve as an independent
Co-Chair
of the Board for a
six-month
term ending on June30, 2024, and Robert L. Young to serve as an independent
Co-Chair
of the
Board for a
six-month
term from July1, 2024 through December31, 2024. Pursuant to the Fund’s
by-laws,
the
Co-Chairs
shall perform all duties incident to the office of Chair of the Board and such other duties as from time to time may be assigned to him or her by the Board Members or the
by-laws.
Specific responsibilities of the
Co-Chairs
include (i)coordinating with fund
22
management in the preparation of the agenda for each meeting of the Board; (ii)presiding at all meetings of the Board and of the shareholders; and (iii)serving as a liaison with other
Board Members, the Trust’s officers and other fund management personnel, and counsel to the Independent Board Members.
Although the Board has direct
responsibility over various matters (such as advisory contracts and underwriting contracts), the Board also exercises certain of its oversight responsibilities through several committees that it has established and which report back to the full
Board. The Board believes that a committee structure is an effective means to permit Board Members to focus on particular operations or issues affecting the Funds, including risk oversight. More specifically, with respect to risk oversight, the
Board has delegated matters relating to valuation, compliance and investment risk to certain committees (as summarized below). In addition, the Board believes that the periodic rotation of Board Members among the different committees allows the
Board Members to gain additional and different perspectives of a Fund’s operations. The Board has established seven standing committees: the Executive Committee, the Dividend Committee, the Audit Committee, the Compliance, Risk Management and
Regulatory Oversight Committee, the Investment Committee, the Nominating and Governance Committee and the
Closed-End
Fund Committee. In addition to the foregoing standing committees, the Nuveen
open-end
funds also have a committee for
open-end
fund matters. The Board may also from time to time create ad hoc committees to focus on particular issues as the need arises.
The membership and functions of the standing committees are summarized below. For more information on the Board, please visit www.nuveen.com/fundgovernance.
Executive Committee
. The Executive Committee, which may meet between regular meetings of the Board, is authorized to exercise all of the powers of the Board. The
members of the Executive Committee are Mr.Kenny
(Co-Chair)
Mr.Toth
(Co-Chair)
Mr.Nelson and Mr.Young. On July1, 2024, Mr.Young will
replace Mr.Toth as
Co-Chair
of the Executive Committee. The number of Executive Committee meetings of each Fund held during its last fiscal year is shown in
Appendix C
.
Audit Committee
. The Board has an Audit Committee, in accordance with Section3(a)(58)(A) of the Securities Exchange Act of 1934 (“1934 Act”), that
is composed of Independent Board Members who are also “independent” as that term is defined in the listing standards of the NYSE pertaining to
closed-end
funds. The Audit Committee assists the Board
in: the oversight and monitoring of the accounting and financial reporting policies, processes and practices of the Funds, and the audits of the financial statements of the Funds; the quality and integrity of the financial statements of the Funds;
the Funds’ compliance with legal and regulatory requirements relating to the Funds’ financial statements; the independent auditors’ qualifications, performance and independence; and the Valuation Policy of the Nuveen funds and the
Adviser, as valuation designee for the Nuveen funds. It is the responsibility of the Audit Committee to select, evaluate and replace any independent auditors (subject only to Board approval and, if applicable, shareholder ratification) and to
determine their compensation. The Audit Committee is also responsible for, among other things, overseeing the valuation of securities comprising the Funds’ portfolios. The Audit Committee is also primarily responsible for the oversight of the
Valuation Policy and actions taken by the Adviser, as valuation designee, through its internal valuation group, which provides regular reports to the Audit Committee, reviews any issues relating to the valuation of the Funds’ securities brought
to its attention, and considers the risks to the Funds in assessing the possible resolutions to these
23
matters. The Audit Committee may also consider any financial risk exposures for the Funds in conjunction with performing its functions.
To fulfill its oversight duties, the Audit Committee regularly meets with Fund management to discuss the Nuveen funds’ annual and semi-annual reports and has
regular meetings with the external auditors for the Funds and the Adviser’s internal audit group. In assessing financial risk disclosure, the Audit Committee also may review, in a general manner, the processes the Board or other Board
committees have in place with respect to risk assessment and risk management as well as compliance with legal and regulatory matters relating to the Funds’ financial statements. The Audit Committee operates under a written Audit Committee
Charter (the “Charter”) adopted and approved by the Board, which Charter conforms to the listing standards of the NYSE. Members of the Audit Committee shall be independent (as set forth in the Charter) and free of any relationship that, in
the opinion of the Board Members, would interfere with their exercise of independent judgment as an Audit Committee member. The members of the Audit Committee are Mr.Nelson (Chair), Mr.Boateng, Mr.Moschner, Mr.Starr,
Ms.Wolff and Mr.Young, each of whom is an Independent Board Member of the Funds. Mr.Boateng, Mr.Moschner, Mr.Nelson, Mr.Starr and Mr.Young have each been designated as an “audit committee financial
expert” as defined by the rules of the Securities and Exchange Commission (“SEC”). A copy of the Charter is available at www.nuveen.com/fundgovernance. The number of Audit Committee meetings of each Fund held during its last fiscal
year is shown in
Appendix
C
.
Nominating and Governance Committee
. The Nominating and Governance Committee is responsible for
seeking, identifying and recommending to the Board qualified candidates for election or appointment to the Board. In addition, the Nominating and Governance Committee oversees matters of corporate governance, including the evaluation of Board
performance and processes, the assignment and rotation of committee members, and the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable, and matters related thereto. The Nominating and Governance
Committee recognizes that as demands on the Board evolve over time (such as through an increase in the number of funds overseen or an increase in the complexity of the issues raised), the Nominating and Governance Committee must continue to evaluate
the Board and committee structures and their processes and modify the foregoing as may be necessary or appropriate to continue to provide effective governance. Accordingly, the Nominating and Governance Committee has a separate meeting each year to,
among other things, review the Board and committee structures, their performance and functions, and recommend any modifications thereto or alternative structures or processes that would enhance the Board’s governance of the Funds.
In addition, the Nominating and Governance Committee, among other things: makes recommendations concerning the continuing education of Board Members; monitors
performance of legal counsel; establishes and monitors a process by which security holders are able to communicate in writing with Board Members; and periodically reviews and makes recommendations about any appropriate changes to Board Member
compensation. In the event of a vacancy on the Board, the Nominating and Governance Committee receives suggestions from various sources, including shareholders, as to suitable candidates. Suggestions should be sent in writing to William Siffermann,
Manager of Fund Board Relations, Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. The Nominating and Governance Committee sets appropriate standards and requirements for nominations for new Board Members and each nominee is evaluated using
the same standards. However, the Nominating and Governance
24
Committee reserves the right to interview any and all candidates and to make the final selection of any new Board Members. In considering a candidate’s qualifications, each candidate must
meet certain basic requirements, including relevant skills and experience, time availability (including the time requirements for due diligence meetings with
sub-advisers
and service providers) and, if
qualifying as an Independent Board Member candidate, independence from the Adviser,
sub-advisers,
underwriters or other service providers, including any affiliates of those entities. These skill and experience
requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills, diversity and experience, in the aggregate. Accordingly, the particular factors considered and weight given to these
factors will depend on the composition of the Board and the skills and backgrounds of the incumbent Board Members at the time of consideration of the nominees. All candidates, however, must meet high expectations of personal integrity, independence,
governance experience and professional competence. All candidates must be willing to be critical within the Board and with Fund management and yet maintain a collegial and collaborative manner toward other Board Members. The Nominating and
Governance Committee operates under a written charter adopted and approved by the Board, a copy of which is available on the Funds’ website at https://www.nuveen.com/fundgovernance, and is composed entirely of Independent Board Members, who are
also “independent” as defined by NYSE listing standards. The members of the Nominating and Governance Committee are Mr.Kenny
(Co-Chair),
Mr.Toth
(Co-Chair),
Mr.Boateng, Mr.Forrester, Ms.Lancellotta, Ms.Medero, Mr.Moschner, Mr.Nelson, Mr.Starr, Mr.Thornton, Ms.Wolff and Mr.Young. On
July1, 2024, Mr.Young will replace Mr.Toth as
Co-Chair
of the Nominating and Governance Committee. The number of Nominating and Governance Committee meetings of each Fund held during its last
fiscal year is shown in
Appendix C
.
Dividend Committee
. The Dividend Committee is authorized to declare distributions (with subsequent ratification by
the Board) on the Fund’s shares, including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The Dividend Committee regularly reviews the premium or discount to net asset value at which the
Funds’ shares trade in assessing the Funds’ distributions. The Dividend Committee operates under a written charter adopted and approved by the Board. The members of the Dividend Committee are Mr.Thornton (Chair),
Ms.Lancellotta, Mr.Nelson and Mr.Starr. The number of Dividend Committee meetings of each Fund held during its last fiscal year is shown in
Appendix C
.
Compliance, Risk Management and Regulatory Oversight Committee
. The Compliance, Risk Management and Regulatory Oversight Committee (the “Compliance
Committee”) is responsible for the oversight of compliance issues, risk management and other regulatory matters affecting the Funds that are not otherwise under or within the jurisdiction of the other committees. The Board has adopted and
periodically reviews policies and procedures designed to address the Funds’ compliance and risk matters. As part of its duties, the Compliance Committee: reviews the policies and procedures relating to compliance matters and recommends
modifications thereto as necessary or appropriate to the full Board; develops new policies and procedures as new regulatory matters affecting the Funds arise from time to time; evaluates or considers any comments or reports from examinations from
regulatory authorities and responses thereto; and performs any special reviews, investigations or other oversight responsibilities relating to risk management, compliance and/or regulatory matters as requested by the Board.
25
In addition, the Compliance Committee is responsible for risk oversight, including, but not limited to, the oversight of
general risks related to investments which are not reviewed by other committees, such as liquidity and derivatives usage; risks related to product structure elements, such as leverage; techniques that may be used to address the foregoing risks, such
as hedging and swaps; Fund operational risks and risks related to the overall operation of the TIAA/Nuveen enterprise and, in each case, the controls designed to address or mitigate such risks. In assessing issues brought to the Compliance
Committee’s attention or in reviewing a particular policy, procedure, investment technique or strategy, the Compliance Committee evaluates the risks to the Funds in adopting a particular approach compared to the anticipated benefits to the
Funds and their shareholders. In fulfilling its obligations, the Compliance Committee meets on a quarterly basis. The Compliance Committee receives written and oral reports from the Funds’ CCO and meets privately with the CCO at each of its
quarterly meetings. The CCO also provides an annual report to the full Board regarding the operations of the Funds’ and other service providers’ compliance programs as well as any recommendations for modifications thereto. Certain matters
not addressed at the committee level may be addressed by another committee or directly by the full Board. The Compliance Committee operates under a written charter adopted and approved by the Board. The members of the Compliance Committee are
Ms.Wolff (Chair), Mr.Forrester, Mr.Kenny, Ms.Lancellotta, Ms.Medero, Mr.Thornton and Mr.Toth. The number of Compliance Committee meetings of each Fund held during its last fiscal year is shown in
Appendix
C
.
Closed-End
Fund Committee
. The
Closed-End
Fund Committee is
responsible for assisting the Board in the oversight and monitoring of the Nuveen funds that are registered as
closed-end
management investment companies
(“Closed-End
Funds”). The
Closed-End
Fund Committee may review and evaluate matters related to the formation and the initial presentation to the Board of any
new
Closed-End
Fund and may review and evaluate any matters relating to any existing
Closed-End
Fund. The
Closed-End
Fund
Committee receives updates on the secondary
closed-end
fund market and evaluates the premiums and discounts of the Nuveen
closed-end
funds, including the Funds, at each
quarterly meeting. The
Closed-End
Fund Committee reviews, among other things, the premium and discount trends in the broader
closed-end
fund market, by asset category
and by
closed-end
fund; the historical total return performance data for the Nuveen
closed-end
funds, including the Funds, based on net asset value and price over
various periods; the volatility trends in the market; the use of leverage by the Nuveen
closed-end
funds, including the Funds; the distribution data of the Nuveen
closed-end
funds, including the Funds, and as compared to peer averages; and a summary of common share issuances, if any, and share repurchases, if any, during the applicable quarter by the Nuveen
closed-end
funds, including the Funds. The
Closed-End
Fund Committee regularly engages in more
in-depth
discussions of premiums and
discounts of the Nuveen
closed-end
funds. Additionally, the
Closed-End
Fund Committee members participate in in workshops to explore, among other things, actions to
address discounts of the Nuveen
closed-end
funds, potential share repurchases and available leverage strategies and their use. The
Closed-End
Fund Committee operates
under a written charter adopted and approved by the Board. The members of the
Closed-End
Fund Committee are Mr.Moschner (Chair), Mr.Kenny, Ms.Lancellotta, Mr.Nelson, Mr.Starr,
Mr.Toth, Ms.Wolff and Mr.Young. The number of
Closed-End
Fund Committee meetings of each Fund held during its last fiscal year is shown in
Appendix C
.
Investment Committee
. The Investment Committee is responsible for the oversight of Fund performance, investment risk management and other portfolio-related
matters affecting the Funds which are not otherwise the jurisdiction of the other Board committees. As part of such
26
oversight, the Investment Committee reviews each Fund’s investment performance and investment risks, which may include, but is not limited to, an evaluation of Fund performance relative to
investment objectives, benchmarks and peer group; a review of risks related to portfolio investments, such as exposures to particular issuers, market sectors, or types of securities, as well as consideration of other factors that could impact or are
related to Fund performance; and an assessment of Fund objectives, policies and practices as such may relate to Fund performance. In assessing issues brought to the Investment Committee’s attention or in reviewing an investment policy,
technique or strategy, the Investment Committee evaluates the risks to the Funds in adopting or recommending a particular approach or resolution compared to the anticipated benefits to the Funds and their shareholders.
In fulfilling its obligations, the Investment Committee receives quarterly reports from the investment oversight and the investment risk groups of the Adviser. Such
groups also report to the full Board on a quarterly basis and the full Board participates in further discussions with fund management at its quarterly meetings regarding matters relating to Fund performance and investment risks, including with
respect to the various drivers of performance and Fund use of leverage and hedging. Accordingly, the Board directly and/or in conjunction with the Investment Committee oversees the investment performance and investment risk management of the Funds.
The Investment Committee operates under a written charter adopted and approved by the Board. This Investment Committee’s is composed of the Independent Board Members of the Funds. Accordingly, the members of the Investment Committee are
Ms.Lancellotta
(Co-Chair),
Mr.Boateng
(Co-Chair),
Mr.Forrester, Mr.Kenny, Ms.Medero, Mr.Moschner, Mr.Nelson, Mr.Starr,
Mr.Thornton, Mr.Toth, Ms.Wolff and Mr.Young. The number of Investment Committee meetings of each Fund held during its last fiscal year is shown in
Appendix C
.
Board Member Attendance.
The number of regular quarterly meetings and special meetings held by the Board of each Fund during the Fund’s last fiscal year is
shown in
Appendix
C
. During the last fiscal year, each Board Member attended 75% or more of each Fund’s Board meetings and the committee meetings (if a member thereof) held during the period for which such Board Member
was a Board Member. The policy of the Board relating to attendance by Board Members at annual meetings of shareholders of the Funds and the number of Board Members who attended the last annual meeting of shareholders of each Fund is posted on the
Funds’ website at https://www.nuveen.com/fund-governance.
Board Diversification and Board Member Qualifications.
In determining that a particular Board
Member was qualified to serve on the Board, the Board considered each Board Member’s background, skills, experience and other attributes in light of the composition of the Board with no particular factor controlling. The Board believes that
Board Members need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business
judgment in the performance of their duties, and the Board believes each Board Member satisfies this standard. An effective Board Member may achieve this ability through his or her educational background; business, professional training or practice;
public service or academic positions; experience from service as a board member or executive of investment funds, public companies or significant private or
not-for-profit
entities or other organizations; and/or other life experiences. Accordingly, set forth below is a summary of the experiences, qualifications, attributes
and skills that led to the conclusion, as of the date of this document, that each Board Member should continue to serve in that capacity. References
27
to the experiences, qualifications, attributes and skills of Board Members are pursuant to requirements of the SEC, do not constitute holding out the Board or any Board Member as having any
special expertise or experience and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.
Joseph A. Boateng
Mr.Boateng has been a trustee of
the TC Funds since 2019. Since 2007, Mr.Boateng has served as the Chief Investment Officer for Casey Family Programs. 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 from 2018 to 2023 and on the Management Committee for TIAA Separate Account
VA-1
from 2019 to 2023. Mr.Boateng received a B.S. from the University of Ghana and an M.B.A. from the University of California, Los Angeles. Mr.Boateng joined the Board in 2024.
Michael A. Forrester
Mr.Forrester has been a trustee
of the TC Funds since 2007. From 2007 to 2021, he held various positions with Copper Rock Capital Partners, LLC (“Copper Rock”), including Chief Executive Officer (2014-2021), Chief Operating Officer (“COO”) (2007-2014) and Board
Member (2007-2021). Mr.Forrester is currently a member of the Independent Directors Council Governing Council of the Investment Company Institute. He also serves on the Board of Trustees of the Dexter Southfield School. Mr.Forrester
previously served on the Board of Trustees for the College Retirement Equities Fund and on the Management Committee for TIAA Separate Account
VA-1
from 2007 to 2023. Mr.Forrester has a B.A. from
Washington and Lee University. Mr.Forrester joined the Board in 2024.
ThomasJ. Kenny
Mr.Kenny is an Independent
Co-Chair
of the Board for a
one-year
term expiring on
December31, 2024 and has been a trustee of the TC Funds since 2011. Mr.Kenny served as an Advisory Director (2010-2011), Partner (2004-2010), Managing Director (1999-2004) and
Co-Head
(2002-2010)
of Goldman Sachs Asset Management’s Global Cash and Fixed Income Portfolio Management team, having worked at Goldman Sachs since 1999. Mr.Kenny is a Director and the Chair of the Finance and Investment Committee of Aflac Incorporated and
a Director of ParentSquare. He is a Former Director and Finance Committee Chair for the Sansum Clinic; Former Advisory Board Member, B’Box; Former Member of the University of California at Santa Barbara Arts and Lectures Advisory Council;
Former Investment Committee Member, Cottage Health System; and Former President of the Board of Crane Country Day School. Mr.Kenny previously served on the Board of Trustees (2011-2023) and as Chairman (2017-2023) for the College Retirement
Equities Fund and on the Management Committee (2011-2023) and as Chairman (2017-2023) for TIAA Separate Account
VA-1.
He received a B.A. from the University of California, Santa Barbara, and an M.S. from
Golden Gate University. He is also a Chartered Financial Analyst. Mr.Kenny joined the Board in 2024.
28
Amy B. R. Lancellotta
After 30 years of service, Ms.Lancellotta retired at the end of 2019 from the Investment Company Institute (ICI), which represents regulated investment companies
on regulatory, legislative and securities industry initiatives that affect funds and their shareholders. From November 2006 until her retirement, Ms.Lancellotta served as Managing Director of ICI’s Independent Directors Council (IDC),
which supports fund independent directors in fulfilling their responsibilities to promote and protect the interests of fund shareholders. At IDC, Ms.Lancellotta was responsible for all ICI and IDC activities relating to the fund independent
director community. In conjunction with her responsibilities, Ms.Lancellotta advised and represented IDC, ICI, independent directors and the investment company industry on issues relating to fund governance and the role of fund directors. She
also directed and coordinated IDC’s education, communication, governance and policy initiatives. Prior to serving as Managing Director of IDC, Ms.Lancellotta held various other positions with ICI beginning in 1989. Before joining ICI,
Ms.Lancellotta was an associate at two Washington, D.C. law firms. In addition, she has been President, since 2023, and a member, since 2020, of the Board of Directors of the Jewish Coalition Against Domestic Abuse (JCADA), an organization
that seeks to end power-based violence, empower survivors and ensure safe communities. Ms.Lancellotta received a B.A. degree from Pennsylvania State University in 1981 and a J.D. degree from the National Law Center, George Washington
University (currently known as George Washington University Law School) in 1984. Ms.Lancellotta joined the Board in 2021.
Joanne T. Medero
Ms.Medero has over 30 years of financial services experience and, most recently, from December 2009 until her retirement in July 2020, she was a
Managing Director in the Government Relations and Public Policy Group at BlackRock, Inc. (BlackRock). From July 2018 to July 2020, she was also Senior Advisor to BlackRock’s Vice Chairman, focusing on public policy and corporate governance
issues. In 1996, Ms.Medero joined Barclays Global Investors (BGI), which merged with BlackRock in 2009. At BGI, she was a Managing Director and served as Global General Counsel and Corporate Secretary until 2006. Then, from 2006 to 2009,
Ms.Medero was a Managing Director and Global Head of Government Relations and Public Policy at Barclays Group (IBIM), where she provided policy guidance and directed legislative and regulatory advocacy programs for the investment banking,
investment management and wealth management businesses. Before joining BGI, Ms.Medero was a Partner at Orrick, Herrington Sutcliffe LLP from 1993 to 1995, where she specialized in derivatives and financial markets regulation issues.
Additionally, she served as General Counsel of the Commodity Futures Trading Commission (CFTC) from 1989 to 1993 and, from 1986 to 1989, she was Deputy Associate Director/Associate Director for Legal and Financial Affairs at The White House Office
of Presidential Personnel. Further, from 2006 to 2010, Ms.Medero was a member of the CFTC Global Markets Advisory Committee and she has been actively involved in financial industry associations, serving as Chair of the Steering Committee of
the SIFMA (Securities Industry and Financial Markets Association) Asset Management Group (2016-2018) and Chair of the CTA (Commodity Trading Advisor), CPO (Commodity Pool Operator) and Futures Committee of the Managed Funds Association (2010-2012).
Ms.Medero also chaired the Corporations, Antitrust and Securities Practice Group of The Federalist Society for Law and Public Policy (from 2010 to 2022 and 2000 to 2002). In addition, since 2019, she has been a member of the Board of Directors
of the Baltic-American Freedom Foundation, which seeks to provide
29
opportunities for citizens of the Baltic States to gain education and professional development through exchanges in the United States. Ms.Medero received a B.A. degree from St. Lawrence
University in 1975 and a J.D. degree from the National Law Center, George Washington University (currently known as George Washington University Law School) in 1978. Ms.Medero joined the Board in 2021.
Albin F. Moschner
Mr.Moschner is a consultant in the
wireless industry and, in July 2012, founded Northcroft Partners, LLC, a management consulting firm that provides operational, management and governance solutions. Prior to founding Northcroft Partners, LLC, Mr.Moschner held various positions
at Leap Wireless International, Inc., a provider of wireless services, where he was a consultant from February 2011 to July 2012, Chief Operating Officer from July 2008 to February 2011, and Chief Marketing Officer from August 2004 to June 2008.
Before he joined Leap Wireless International, Inc., Mr.Moschner was President of the Verizon Card Services division of Verizon Communications, Inc. from 2000 to 2003, and President of One Point Services at One Point Communications from 1999 to
2000. Mr.Moschner also served at Zenith Electronics Corporation as Director, President and Chief Executive Officer from 1995 to 1996, and as Director, President and Chief Operating Officer from 1994 to 1995. Mr.Moschner was Chairman of
the Board (2019)and a member of the Board of Directors (2012-2019) of USA Technologies, Inc. and, from 1996 until 2016, he was a member of the Board of Directors of Wintrust Financial Corporation. In addition, he is emeritus (since 2018) of
the Advisory Boards of the Kellogg School of Management (1995-2018) and the Archdiocese of Chicago Financial Council (2012-2018). Mr.Moschner received a Bachelor of Engineering degree in Electrical Engineering from The City College of New York
in 1974 and a Master of Science degree in Electrical Engineering from Syracuse University in 1979. Mr.Moschner joined the Board in 2016.
John
K. Nelson
Mr.Nelson formerly served on the Board of Directors of Core12, LLC. a private firm that develops branding, marketing, and communications
strategies for clients, from 2008 to 2023. 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). At Fordham University, he served as a director of The President’s Council (2010-2019) and previously served as a director of The Curran Center for Catholic American Studies (2009-2018). He served as a trustee and Chairman of The
Board of Trustees of Marian University (2011-2013). Mr.Nelson is a graduate of Fordham University, holding a BA in Economics and an MBA in Finance. Mr.Nelson joined the Board in 2013.
30
Loren M. Starr
Mr.Starr has served as a trustee of the TC Funds since 2022. 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 member 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
from 2022 to 2023. Mr.Starr received a B.A. and a B.S. from Columbia College, an M.B.A. from Columbia Business School, and an M.S. from Carnegie Mellon University.
Mr.Starr joined the board in 2024.
Matthew Thornton III
Mr.Thornton has over 40 years of broad leadership and operating experience from his career with FedEx Corporation (“FedEx”), which, through its portfolio
of companies, provides transportation,
e-commerce
and business services. In November 2019, Mr.Thornton retired as Executive Vice President and Chief Operating Officer of FedEx Freight Corporation (FedEx
Freight), a subsidiary of FedEx, where, from May 2018 until his retirement, he had been responsible for
day-to-day
operations, strategic guidance, modernization of
freight operations and delivering innovative customer solutions. From September 2006 to May 2018, Mr.Thornton served as Senior Vice President, U.S. Operations at Federal Express Corporation (FedEx Express), a subsidiary of FedEx. Prior to
September 2006, Mr.Thornton held a range of positions of increasing responsibility with FedEx, including various management positions. In addition, Mr.Thornton currently (since 2014) serves on the Board of Directors of The
Sherwin-Williams Company, where he is a member of the Audit Committee and the Nominating and Corporate Governance Committee, and the Board of Directors of Crown Castle International (since 2020), where he is a member of the Strategy Committee and
the Compensation Committee. Formerly (2012-2018), he was a member of the Board of Directors of Safe Kids Worldwide
, a
non-profit
organization dedicated
to the prevention of childhood injuries. Mr.Thornton is a member (since 2014) of the Executive Leadership Council (ELC), the nation’s premier organization of global black senior executives. He is also a member of the National Association
of Corporate Directors (NACD). Mr.Thornton has been recognized by Black Enterprise on its 2017 list of the Most Powerful Executives in Corporate America and by Ebony on its 2016 Power 100 list of the world’s most influential and inspiring
African Americans. Mr.Thornton received a B.B.A. degree from the University of Memphis in 1980 and an M.B.A. from the University of Tennessee in 2001. Mr.Thornton joined the Board in 2020.
Terence J. Toth
Mr.Toth, Independent
Co-Chair
of the Board for a
six-month
term ending on June30, 2024, was a
Co-Founding
Partner of Promus Capital (2008-2017). From
2012 to 2021, he was a Director of Quality Control Corporation, from 2010 to 2019, he was a Director of Fulcrum IT Services, LLC and from 2012 to 2016, he was a Director of LogicMark LLC. From 2008 to 2013, he was a Director of Legal
General Investment Management America, Inc. From 2004 to 2007, he was Chief Executive Officer and President of Northern Trust Global Investments, and Executive Vice President of Quantitative Management Securities Lending from 2000 to
31
2004. He also formerly served on the Board of the Northern Trust Mutual Funds. He joined Northern Trust in 1994 after serving as Managing Director and Head of Global Securities Lending at Bankers
Trust (1986 to 1994) and Head of Government Trading and Cash Collateral Investment at Northern Trust from 1982 to 1986. He currently serves as Chair of the Board of the Kehrein Center for the Arts (since 2021) and is on the Board of Catalyst Schools
of Chicago (since 2008). He is on the Mather Foundation Board (since 2012) and was Chair of its Investment Committee from 2017 to 2022. Mr.Toth graduated with a Bachelor of Science degree from the University of Illinois, and received his MBA
from New York University. In 2005, he graduated from the CEO Perspectives Program at Northwestern University. Mr.Toth joined the Board in 2008.
Margaret L. Wolff
Ms.Wolff retired from Skadden,
Arps, Slate, Meagher Flom LLP in 2014 after more than 30 years of providing client service in the Mergers Acquisitions Group. During her legal career, Ms.Wolff devoted significant time to advising boards and senior
management on U.S. and international corporate, securities, regulatory and strategic matters, including governance, shareholder, fiduciary, operational and management issues. From 2013 to 2017, she was a board member of Travelers Insurance Company
of Canada and The Dominion of Canada General Insurance Company (each of which is a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.) Ms.Wolff has been a trustee of New York-Presbyterian Hospital since 2005 and,
since 2004, she has served as a trustee of The John A. Hartford Foundation (a philanthropy dedicated to improving the care of older adults) where she formerly served as Chair from 2015 to 2022. From 2005 to 2015, she was a trustee of Mt. Holyoke
College and served as Vice Chair of the Board from 2011 to 2015. Ms.Wolff received her Bachelor of Arts from Mt. Holyoke College and her Juris Doctor from Case Western Reserve University School of Law. Ms.Wolff joined the Board in 2016.
Robert L. Young
Mr.Young, who will serve as
Independent
Co-Chair
of the Board from July1, 2024 through December31, 2024, 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.
32
Mr.Young holds a Bachelor of Business Administration degree in Accounting from the University of Dayton and, from 2008 to 2011, he served on the Investment Committee of its Board of
Trustees. Mr.Young joined the Board in 2017.
Board Member Terms
. For each Fund, shareholders will be asked to elect Board Members as each Board
Member’s term expires, and with respect to Board Members elected by holders of Common Shares, such Board Members shall be elected for a term expiring at the time of the third succeeding annual meeting of shareholders subsequent to their
election or thereafter, in each case when their respective successors are duly elected and qualified. These provisions could delay for up to two years the replacement of a majority of the Board. Board Members elected by the holders of Preferred
Shares voting separately serve for a term expiring at the next succeeding annual meeting of shareholders subsequent to their election or thereafter when their respective successors are duly elected and qualified.
33
The Officers
The
following table sets forth information with respect to each officer of the Funds. Officers receive no compensation from the Funds. The officers are elected by the Board on an annual basis to serve until successors are elected and qualified.
Name, Address
and Year of Birth
Position(s)
Held
with Fund
Term of
Office and
Length of
Time
Served
(1)
Principal Occupation(s)
During Past 5 Years
(2)
DavidJ. Lamb
333 West Wacker Drive
Chicago, IL 60606
1963
Senior Managing Director of Nuveen Fund Advisors, LLC; Senior Managing Director of Nuveen Securities, LLC; Senior Managing Director of Nuveen; has previously held various positions with Nuveen.
Brett E. Black
333 West Wacker Drive
Chicago, IL 60606
1972
Vice President and Chief Compliance Officer
Term: Indefinite
Length of Service: Since 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.
Mark J. Czarniecki
901 Marquette Avenue
Minneapolis, MN 55402
1979
Vice President and Assistant Secretary
Term: Indefinite Length of Service: Since 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 held various positions with Nuveen since 2013; Managing Director, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management,
LLC.
34
Name, Address
and Year of Birth
Position(s)
Held
with Fund
Term of
Office and
Length of
Time
Served
(1)
Principal Occupation(s)
During Past 5 Years
(2)
Jeremy D. Franklin
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
1983
Vice President and Assistant Secretary
Term: Indefinite Length of Service: Since 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; has previously held various positions with TIAA.
Diana R. Gonzalez
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
1978
Vice President and Assistant Secretary
Term: Indefinite Length of Service: Since 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
333 West Wacker Drive
Chicago, IL 60606
1979
Vice President and Treasurer
Term: Indefinite Length of Service: Since 2016
Senior Managing Director of Nuveen; Senior Managing Director of Nuveen Fund Advisors, LLC; has previously held various positions with Nuveen; Chartered Financial Analyst
Brian H. Lawrence
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
1982
Vice President and Assistant Secretary
Term: Indefinite Length of Service: Since 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).
35
Name, Address
and Year of Birth
Position(s)
Held
with Fund
Term of
Office and
Length of
Time
Served
(1)
Principal Occupation(s)
During Past 5 Years
(2)
Tina M. Lazar
333 West Wacker Drive
Chicago, IL 60606
1961
Vice President
Term: Indefinite Length of Service: Since 2002
Managing Director of Nuveen Securities, LLC
Brian J. Lockhart
333 West Wacker Drive
Chicago, IL 60606
1974
Vice President
Term: Indefinite Length of Service: Since 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.
John M. McCann
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
1975
Vice President and Assistant Secretary
Term: Indefinite Length of Service: Since 2022
Managing Director, General Counsel and Secretary of Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary of Nuveen Asset 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, Teachers Advisors LLC, TIAA-CREF Investment Management, LLC, and Nuveen Alternative Advisors LLC; has previously held various positions with
Nuveen/TIAA.
36
Name, Address
and Year of Birth
Position(s)
Held
with Fund
Term of
Office and
Length of
Time
Served
(1)
Principal Occupation(s)
During Past 5 Years
(2)
Kevin J. McCarthy
333 West Wacker Drive
Chicago, IL 60606
1966
Vice President and Assistant Secretary
Term: Indefinite Length of Service: Since 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; Executive Vice President, General Counsel and Secretary of 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/TIAA; 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.
Jon Scott Meissner
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
1973
Vice President and Assistant Secretary
Term: Indefinite Length of Service: Since 2019
Managing Director, Mutual Fund Tax and Expense Administration of Nuveen, TIAA-CREF Funds, TIAA-CREF Life Funds, TIAA Separate Account
VA-1
and the CREF Accounts; Managing Director of Nuveen
Fund Advisors, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; has previously held various positions with Nuveen/TIAA
James N. Nelson III
730 Third Avenue
New York, NY 10017
1976
Vice President
Term: Indefinite Length of Service: Since 2024
Senior Managing Director, Global Head of Product, Publics, Nuveen; formerly, Head of North American Product Management Pricing, Invesco (2018-2023).
37
Name, Address
and Year of Birth
Position(s)
Held
with Fund
Term of
Office and
Length of
Time
Served
(1)
Principal Occupation(s)
During Past 5 Years
(2)
Mary Beth Ramsay
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
1965
Vice President
Term: Indefinite Length of Service: Since 2024
Chief Risk Officer, Nuveen and TIAA Financial Risk; Head of Nuveen Risk Compliance; Executive Vice President, Teachers Insurance and Annuity Association of America; formerly, Senior Vice President, Head of Sales and
Client Solutions (2019-2022) and U.S. Chief Pricing Actuary (2016- 2019), SCOR Global Life Americas; Member of the Board of Directors of Society of Actuaries.
William A. Siffermann
333 West Wacker Drive
Chicago, IL 60606
1975
Vice President
Term: Indefinite Length of Service: Since 2017
Managing Director of Nuveen.
E. Scott Wickerham
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
1973
Vice President and Controller (Principal Financial Officer)
Term: Indefinite Length of Service: Since 2019
Senior Managing Director, Head of Public Investment Finance of Nuveen; Senior Managing Director of Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC; Principal Financial Officer, Principal Accounting Officer and Treasurer
of the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account
VA-1
and the CREF Accounts; has previously held various positions with TIAA since 2006.
Mark L. Winget
333 West Wacker Drive
Chicago, IL 60606
1968
Vice President and Secretary
Term: Indefinite Length of Service: Since 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, TIAA-CREF Investment Management, LLC and
Nuveen Asset Management, LLC; Vice President and Associate General Counsel of Nuveen.
38
Name, Address
and Year of Birth
Position(s)
Held
with Fund
Term of
Office and
Length of
Time
Served
(1)
Principal Occupation(s)
During Past 5 Years
(2)
Rachael Zufall
8500 Andrew
Carnegie Blvd.
Charlotte, NC 28262
1973
Vice President and Assistant Secretary
Term: Indefinite Length of Service: Since 2022
Managing Director and Assistant Secretary of Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary of the CREF Accounts, TIAA Separate Account
VA-1,
TIAA-CREF Funds and TIAA-CREF Life Funds; Managing Director, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director of Nuveen,
LLC and of TIAA
(1)
Length of Time Served indicates the year the individual became an officer of a fund in the Nuveen fund complex.
(2)
Information as of June13, 2024.
39
Audit Committee Report
The Audit Committee of each Board is responsible for the oversight and monitoring of (1)the accounting and reporting policies, processes and practices, and the
audit of the financial statements, of each Fund, (2)the quality and integrity of each Fund’s financial statements and (3)the independent registered public accounting firm’s qualifications, performance and independence. In its
oversight capacity, the Audit Committee reviews each Fund’s annual financial statements with both management and the independent registered public accounting firm and the Audit Committee meets periodically with the independent registered public
accounting firm and internal auditors to consider their evaluation of each Fund’s financial and internal controls. The Audit Committee also selects, retains, evaluates and may replace each Fund’s independent registered public accounting
firm. The Audit Committee is currently composed of five Independent Board Members and operates under a written charter adopted and approved by each Board. Each Audit Committee member meets the independence and experience requirements, as applicable,
of the NYSE, Section10A of the 1934 Act and the rules and regulations of the SEC.
The Audit Committee, in discharging its duties, has met with and held
discussions with management and each Fund’s independent registered public accounting firm. The Audit Committee has also reviewed and discussed the audited financial statements with management. Management has represented to the independent
registered public accounting firm that each Fund’s financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee has also discussed with the independent registered public accounting firm the
matters required to be discussed by Statement on Auditing Standards (“SAS”) No.114 (The Auditor’s Communication With Those Charged With Governance), which supersedes SAS No.61 (Communication with Audit Committees). Each
Fund’s independent registered public accounting firm provided to the Audit Committee the written disclosure required by Public Company Accounting Oversight Board Rule 3526 (Communications with Audit Committees Concerning Independence), and the
Audit Committee discussed with representatives of the independent registered public accounting firm their firm’s independence. As provided in the Audit Committee Charter, it is not the Audit Committee’s responsibility to determine, and the
considerations and discussions referenced above do not ensure, that each Fund’s financial statements are complete and accurate and presented in accordance with generally accepted accounting principles.
Based on the Audit Committee’s review and discussions with management and the independent registered public accounting firm, the representations of management and
the report of the independent registered public accounting firm to the Audit Committee, the Audit Committee has recommended that the audited financial statements be included in each Fund’s Annual Report.
The current members of the Audit Committee are:
Joseph A. Boateng
Albin F. Moschner
John K. Nelson, Chair
Loren M. Starr
Margaret L. Wolff
Robert L. Young
40
Audit and Related Fees.
The following tables provide the aggregate fees billed during each Fund’s last two
fiscal years by each Fund’s independent registered public accounting firm for engagements directly related to the operations and financial reporting of each Fund including those relating (i)to each Fund for services provided to the Fund
and (ii)to the Adviser and certain entities controlling, controlled by, or under common control with the Adviser that provide ongoing services to each Fund (“Adviser Entities”).
Audit Fees
(1)
Audit Related Fees
(2)
Tax Fees
(3)
All Other Fees
(4)
Fund
Fund
ALIGN="center" STYLE="border-bottom:1.00px solid #000000">
Adviser and
AdviserEntitles
Fund
ALIGN="center" STYLE="border-bottom:1.00px solid #000000">
Adviser and
AdviserEntitles
ALIGN="center" STYLE="border-bottom:1.00px solid #000000">
Fund
ALIGN="center" STYLE="border-bottom:1.00px solid #000000">
Adviser and
AdviserEntitles
“Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual
financial statements and services provided in connection with statutory and regulatory filings or engagements.
(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 Fund’s common shares and leverage.
(3)
“Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax
planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculation performed by the principal accountant.
(4)
“All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees,”
“Audit-Related Fees” and “Tax Fees.” These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage.
41
Audit Fees
(1)
Audit Related Fees
(2)
Tax Fees
(3)
All Other Fees
(4)
Fund
Fund
ALIGN="center" STYLE="border-bottom:1.00px solid #000000">
Adviser and
AdviserEntitles
ALIGN="center" STYLE="border-bottom:1.00px solid #000000">
Fund
ALIGN="center" STYLE="border-bottom:1.00px solid #000000">
Adviser and
AdviserEntitles
ALIGN="center" STYLE="border-bottom:1.00px solid #000000">
Fund
ALIGN="center" STYLE="border-bottom:1.00px solid #000000">
Adviser and
AdviserEntitles
“Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual
financial statements and services provided in connection with statutory and regulatory filings or engagements.
(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 Fund’s common shares and leverage.
(3)
“Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax
planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculation performed by the principal accountant.
(4)
“All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees,”
“Audit-Related Fees” and “Tax Fees.” These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage.
42
TotalNon-AuditFees
Billed to Fund
TotalNon-AuditFees
Billed to Adviser and
Adviser
Entities
(EngagementsRelated
DirectlytotheOperations
and Financial Reporting
of Fund)
TotalNon-AuditFees
Billed to Adviser and
Adviser
Entities
(AllOtherEngagements)
Audit Committee
Pre-Approval
Policies and Procedures
. Generally, the Audit
Committee must approve each Fund’s independent registered public accounting firm’s engagements (i)with the Fund for audit or
non-audit
services and (ii)with the Adviser and Adviser
Entities for
non-audit
services if the engagement relates directly to the operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent registered public
accounting firm for each Fund and the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund), such engagements will be
(i)pre-approved
by the Audit Committee
if they are expected to be for amounts greater than $10,000; (ii) reported to the Audit Committee Chair for his or her verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and
(iii)reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000.
The Audit Committee has
approved in advance all audit services and
non-audit
services that the independent registered public accounting firm provided to each Fund and to the Adviser and Adviser Entities (with respect to the
operations and financial reporting of each Fund). None of the services rendered by the independent registered public accounting firm to each Fund or the Adviser or Adviser Entities were
pre-approved
by the
Audit Committee pursuant to the
pre-approval
exception under Rule
2-01(c)(7)(i)(C)
or Rule
2-01(c)(7)(ii)
of Regulation
S-X.
Additional Information
Appointment of the Independent Registered Public Accounting Firm
The Board of
each Fund has appointed KPMG LLP (“KPMG”) as independent registered public accounting firm to audit the books and records of the Fund for its current fiscal year. A representative of KPMG will be present at the Annual Meetings to make a
statement, if such representative so desires, and to respond to shareholders’ questions. KPMG has informed each Fund that it has no direct or indirect material financial interest in the Funds, Nuveen, the Adviser or any other investment company
sponsored by Nuveen.
Delinquent Section16(a) Reports
Section30(h) of the 1940 Act and Section16(a) of the 1934 Act require Board Members and officers, the Adviser, affiliated persons of the Adviser and persons
who own more than 10% of a registered class of a Fund’s equity securities to file forms reporting their affiliation with that Fund and reports of ownership and changes in ownership of that Fund’s shares with the SEC and the NYSE. These
persons and entities are required by SEC regulation to furnish the Funds with copies of all Section16(a) forms they file. Based on a review of these forms furnished to each Fund, each Fund believes that its Board Members and officers, the
Adviser and affiliated persons of the Adviser have complied with all applicable Section16(a) filing requirements during its last fiscal year, and complied with all applicable Section16(a) filing requirements in the previous fiscal year
except as follows: David Lamb filed a late Form 4 filing with respect to Credit Income.
Principal Shareholders
As of June13, 2024, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as provided in
Appendix B
.
44
Information About the Adviser
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as investment adviser and manager for each Fund. The Adviser is an indirect subsidiary of
Nuveen, the investment management arm of TIAA. TIAA is a life insurance company founded in 1918 by the Carnegie Foundation for the Advancement of Teaching and is the companion organization of College Retirement Equities Fund.
Shareholder Proposals
To be considered for presentation at the 2024 annual
meeting of shareholders for a Fund, shareholder proposals submitted pursuant to Rule
14a-8
under the 1934 Act must be received at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not
later than March4, 2025. A shareholder wishing to provide notice in the manner prescribed by
Rule14a-4(c)(1)
under the 1934 Act of a proposal submitted outside of the process of
Rule14a-8
for the Annual Meeting must, pursuant to each Fund’s
by-laws,
submit such written notice to the Fund no earlier than April3, 2025 and no later than
April18, 2025 for the Massachusetts Funds and no earlier than May18 , 2025 and no later than May3, 2025 for the Minnesota Funds. Timely submission of a proposal does not mean that such proposal will be included in a proxy
statement.
Proposals may be presented by shareholders only if advance notice is duly submitted in accordance with applicable law and a Fund’s governing
documents, and the subject matter of such proposal is a matter upon which the proposing shareholder is entitled to vote. Each Fund’s
by-laws
require shareholders submitting advance notices of proposals of
business or nominations for election as Board Members to provide the Fund with certain information and representations about the proponent shareholder and the nominees or business being proposed. No shareholder proposal will be considered at any
meeting of shareholders of a Fund if such proposal does not satisfy all applicable requirements set forth in the
by-laws
and, unless required by applicable law, no matter shall be considered at or brought
before any meeting of shareholders unless such matter has been deemed a proper matter for shareholder action by the chair of the meeting, the Chief Administrative Officer of the Fund or at least
sixty-six
and
two-thirds
percent (66 2/3%) of the Fund’s Board Members. A shareholder wishing to present a proposal of business or nomination is encouraged to carefully review the applicable Fund’s
by-laws.
Copies of the
by-laws
of each Fund are available on the EDGAR Database on the
SEC’s website at www.sec.gov.
Shareholder Communications
Fund
shareholders who want to communicate with the Board or any individual Board Member should write to the attention of William Siffermann, Manager of Fund Board Relations, Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. The letter should
indicate that you are a Fund shareholder and note the Fund or Funds that you own. If the communication is intended for a specific Board Member and so indicates, it will be sent only to that Board Member. If a communication does not indicate a
specific Board Member, it will be sent to the Independent Chair and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons.
45
Expenses of Proxy Solicitation
The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement and all other costs in connection with the solicitation of
proxies will be paid by the Funds pro rata based on the number of shareholder accounts. Additional solicitation may be made by letter or telephone by officers or employees of Nuveen or the Adviser, or by dealers and their representatives. Any
additional costs of solicitation will be paid by the Fund that requires additional solicitation.
Fiscal Year
The last fiscal year end for
AMT-Free
Credit Income,
AMT-Free
Value, Dynamic Municipal,
Credit Income, Municipal High Income, Municipal Income, Municipal Value and Quality Income was October31, 2023. The last fiscal year end for California Select, New York Value, New York Quality Income and New York Select was February28,
2024. The last fiscal year end for Select Maturities, Select
Tax-Free
and Taxable Income was March31, 2024.
Shareholder Report Delivery
Shareholder reports will be furnished to
shareholders of record of each Fund following the applicable period. As permitted by regulations adopted by the SEC, shareholder reports will be made available on the Funds’ website
(www.nuveen.com/closed-end-funds/),
and shareholders will be notified by mail each time a report is posted and provided with a website link to access the report. Shareholders may elect to receive all future
reports in paper free of charge. If you own shares of a Fund through a financial intermediary, such as a broker-dealer or bank, you may contact your financial intermediary to request that you continue to receive paper copies of your shareholder
reports. If you invest directly with a Fund, you can inform the Fund that you wish to receive paper copies of your shareholder reports by writing to the Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling
1-800-257-8787.
Your election to receive shareholder reports in paper will apply to all Nuveen funds if you invest directly with the
Fund or to all funds held in your account if you invest through your financial intermediary.
Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting To Be Held on August8, 2024:
Each Fund’s proxy statement is available at
http://www.nuveenproxy.com/Closed-End-Fund-Proxy-Information/.
For more information, shareholders may also contact the applicable Fund at the address and phone number set forth above.
Please note that only one annual report, semi-annual report or proxy statement may be delivered to two or more shareholders of a Fund who share an address, unless the
Fund has received instructions to the contrary. To request a separate copy of an annual report, semi-annual report or proxy statement, or for instructions as to how to request a separate copy of such documents or as to how to request a single copy
if multiple copies of such documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above.
46
Additional Information About the Solicitation
The Funds’
by-laws
previously included “control share” provisions, the effectiveness of which was suspended as of
February24, 2022. On February28, 2024, the Funds amended the
by-laws
to eliminate the control share provisions from the
by-laws.
General
Management does not intend to present and does not have
reason to believe that any other items of business will be presented at the Annual Meetings. However, if other matters are properly presented to the Annual Meetings for a vote, the proxies will be voted by the persons acting under the proxies upon
such matters in accordance with their judgment of the best interests of the Fund.
Under each Fund’s
by-laws,
upon at
least five business days advance written notice to the Fund, a shareholder is entitled to inspect and copy, during regular business hours at the office where they are maintained, copies of certain records of the Fund, including a list of the names
and addresses of all shareholders of record, in alphabetical order by class, showing the number and class of shares held by each shareholder of record, only to the extent that the written notice describes with reasonable particularity the purpose of
the demand and the records the shareholder desires to inspect, the demand is made in good faith and for a proper purpose, the records requested are directly connected with such purpose, and the Board Members shall not have determined in good faith
that disclosure of the records sought would adversely affect the Fund in the conduct of its business or constitute material
non-public
information at the time when the shareholder’s notice of demand to
inspect and copy is received by the Fund. Shareholders interested in seeking to inspect the list of shareholders of record for their respective Fund(s) should contact (800)
257-8787
for additional information.
To email the Fund(s), please visit
www.nuveen.com/contact-us.
Failure of a quorum to be present at any Annual Meeting will
necessitate adjournment and will subject that Fund to additional expense. Under each Fund’s
by-laws,
the Annual Meeting, whether or not a quorum is present, may, by announcement of the person appointed to
serve as chair of the meeting, be adjourned with respect to one or more or all matters to be considered at the meeting from time to time to a designated time and place. The appointed chair may adjourn any Annual Meeting to permit further
solicitation of proxies.
IF YOU CANNOT BE PRESENT AT THE VIRTUAL MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES.
Mark L. Winget
Vice President and Secretary
June27, 2024
47
APPENDIX A
Beneficial Ownership
The following table lists the dollar range of
equity securities beneficially owned by each Board Member/nominee in each Fund and in the Fund Complex overseen by the Board Member/nominee as of May31, 2024. The information as to beneficial ownership is based on statements furnished by each
Board Member/nominee.
Board Members/Nominees
AMT-Free
CreditIncome
AMT-Free
Value
California
Select
Dynamic
Municipal
Credit
Income
Municipal High
Income
Municipal
Income
Municipal
Value
NewYork
Value
Board Members/Nominees who are not “interested persons” of the Funds
Joseph A. Boateng
(2)(3)
$0
$0
$0
$0
$0
$0
$0
$0
$0
Michael A. Forrester
(2)(3)
$0
$0
$0
$0
$0
$0
$0
$0
$0
Thomas J. Kenny
(2)(3)
$0
$0
$0
$0
$0
$0
$0
$0
$0
Amy B. R. Lancellotta
$0
$0
$0
$0
$0
$0
$0
$0
$0
Joanne T. Medero
$0
$0
$0
$0
$0
$0
$0
$0
$0
Albin F. Moschner
$0
$0
$0
$0
$0
$50,001-$100,000
$0
$0
$0
John K. Nelson
$0
$0
$0
$0
$0
$0
$0
$0
$0
Loren M. Starr
(2)(3)
$0
$0
$0
$0
$0
$0
$0
$0
$0
Matthew Thornton III
$0
$0
$0
$0
$0
$0
$0
$0
$0
TerenceJ. Toth
$0
$0
$0
$0
$0
$0
$0
$0
$0
Margaret L. Wolff
$0
$0
$0
$0
$0
$0
$0
$0
$0
Robert L. Young
$0
$0
$0
$0
$0
$0
$0
$0
$0
A-1
Dollar Range of Equity Securities
Board Members/
Nominees
NewYork
Quality
Income
NewYork
Select
Quality
Income
Select
Maturities
Select
Tax-Free
Taxable
Income
AggregateRangeofEquitySecuritiesinAll
Registered Investment Companies
Overseen in Family of
Investment Companies
(1)
Board Members/Nominees who are not “interested persons” of the Funds
JosephA.Boateng
(2)(3)
$0
$0
$0
$0
$0
$0
Over $100,000
MichaelA.Forrester
(2)(3)
$0
$0
$0
$0
$0
$0
Over $100,000
Thomas J. Kenny
(2)(3)
$0
$0
$0
$0
$0
$0
Over $100,000
AmyB.R.Lancellotta
$0
$0
$0
$0
$0
$0
Over $100,000
Joanne T. Medero
$0
$0
$0
$0
$0
$0
Over $100,000
Albin F. Moschner
$0
$0
$0
$0
$0
$0
Over $100,000
John K. Nelson
$0
$0
$0
$0
$0
$0
Over $100,000
Loren M. Starr
(2)(3)
$0
$0
$0
$0
$0
$0
Over $100,000
MatthewThorntonIII
$0
$0
$0
$0
$0
$0
Over$100,000
TerenceJ. Toth
$0
$0
$10,001-$50,000
$0
$0
$0
Over $100,000
Margaret L. Wolff
$0
$0
$0
$0
$0
$0
Over $100,000
Robert L. Young
$0
$0
Over $100,000
$0
$0
$0
Over $100,000
(1)
The amounts reflect the aggregate dollar range of equity securities of the number of shares beneficially owned by the
Board Member/nominee in the Funds and in all Nuveen funds overseen by each Board Member/nominee.
(2)
Mr.Boateng, Mr.Forrester, Mr.Kenny and Mr.Starr were appointed to the Board, effective
January1, 2024.
(3)
“Aggregate Range of Equity Securities in All Registered Investment Companies Overseen in Family of Investment
Companies” for Mr.Boateng, Mr.Forrester, Mr.Kenny and Mr.Starr includes holdings in College Retirement Equities Fund (“CREF”) and TIAA Separate Account
VA-1
(“VA-1”),
as each was a member of the board and management committee of CREF and
VA-1,
respectively, as of December31, 2023.
A-2
The following table sets forth, for each Board Member/nominee and for the Board Members/nominees and officers as a group,
the amount of shares beneficially owned in each Fund as of May31, 2024. The information as to beneficial ownership is based on statements furnished by each Board Member/nominee and officer.
Board Members/
Nominees
AMT-Free
CreditIncome
AMT-Free
Value
California
Select
Dynamic
Municipal
Credit
Income
Municipal
HighIncome
Municipal
Income
Municipal
Value
Board Members/Nominees who are not “interested persons” of the Funds
Joseph A. Boateng
0
0
0
0
0
0
0
0
Michael A. Forrester
0
0
0
0
0
0
0
0
Thomas J. Kenny
0
0
0
0
0
0
0
0
Amy B. R. Lancellotta
0
0
0
0
0
0
0
0
Joanne T. Medero
0
0
0
0
0
0
0
0
Albin F. Moschner
0
0
0
0
0
5,600
0
0
John K. Nelson
0
0
0
0
0
0
0
0
Loren M. Starr
0
0
0
0
0
0
0
0
Matthew Thornton III
0
0
0
0
0
0
0
0
TerenceJ. Toth
0
0
0
0
0
0
0
0
Margaret L. Wolff
0
0
0
0
0
0
0
0
Robert L. Young
0
0
0
0
0
0
0
0
All Board Members/Nominees and Officers as a Group
2,500
0
0
0
11,426
7,126
0
0
Fund Shares Owned By Board Members And Officers
(1)
Board Members/Nominees
NewYork
Value
New York
QualityIncome
NewYork
Select
Quality
Income
Select
Maturities
Select
Tax-Free
Taxable
Income
Board Members/Nominees who are not “interested persons” of the Funds
Joseph A. Boateng
0
0
0
0
0
0
0
Michael A. Forrester
0
0
0
0
0
0
0
Thomas J. Kenny
0
0
0
0
0
0
0
Amy B. R. Lancellotta
0
0
0
0
0
0
0
Joanne T. Medero
0
0
0
0
0
0
0
Albin F. Moschner
0
0
0
0
0
0
0
John K. Nelson
0
0
0
0
0
0
0
Loren M. Starr
0
0
0
0
0
0
0
Matthew Thornton III
0
0
0
0
0
0
0
TerenceJ. Toth
0
0
0
4,131
0
0
0
Margaret L. Wolff
0
0
0
0
0
0
0
Robert L. Young
0
0
0
15,750
0
0
0
All Board Members/Nominees and Officers as a Group
0
0
0
21,415
0
0
467
(1)
The numbers include share equivalents of certain Nuveen funds in which the Board Member/nominee is deemed to be invested
pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described in the Proxy Statement.
A-3
APPENDIX B
List of Beneficial Owners Who Own More Than 5% of Any Classof Shares in Any Fund
The following chart lists each shareholder or group of shareholders who beneficially owned more than 5% of any class of shares for each Fund as of June13, 2024
*
:
Fund and Class
Shareholder Name and Address
Numberof
SharesOwned
Percentage
Owned
AMT-Free
Value — Common Shares
1607 Capital Partners, LLC
13 S. 13
th
Street, Suite 400
Richmond Virginia 23219
1,533,697
VALIGN="top">
8.5
VALIGN="top">%
Karpus Investment Management
183 Sully’s Trail,
Pittsford, New York 14534
1,076,067
VALIGN="top">
5.99
VALIGN="top">%
Municipal High Income —
AMTP Shares (Series 2028)
Bank of America Corporation
(a)
100 North Tryon Street
Charlotte, North Carolina 28255
Banc of America Preferred Funding
Corporation
(a)
214 North Tryon Street
Charlotte, North Carolina 28255
870
VALIGN="top">
100
VALIGN="top">%
Municipal High Income —
AMTP Shares (Series 2031)
Wells Fargo Company
(b)
420 Montgomery Street
San Francisco, California 94104
Wells Fargo Municipal Capital Strategies,
LLC
(b)
30 Hudson Yards
New
York, NY 10001
1,700
VALIGN="top">
100
VALIGN="top">%
Municipal High Income —
AMTP Shares (Series 2032)
Bank of America Corporation
(a)
100 North Tryon Street
Charlotte, North Carolina 28255
Banc of America Preferred Funding
Corporation
(a)
214 North Tryon Street
Charlotte, North Carolina 28255
1,000
VALIGN="top">
100
VALIGN="top">%
Municipal Income — Common Shares
1607 Capital Partners, LLC
13 S. 13
th
Street, Suite 400
Richmond Virginia 23219
785,667
VALIGN="top">
7.8
VALIGN="top">%
New York Quality Income —
AMTP Shares (Series 2028)
Bank of America Corporation
(a)
100 North Tryon Street
Charlotte, North Carolina 28255
Banc of America Preferred Funding
Corporation
(a)
214 North Tryon Street
Charlotte, North Carolina 28255
1,270
VALIGN="top">
100
VALIGN="top">%
New York Select — Common Shares
1607 Capital Partners, LLC
13 S. 13th Street, Suite 400
Richmond Virginia 23219
348,394
VALIGN="top">
8.9
VALIGN="top">%
B-1
Fund and Class
Shareholder Name and Address
Numberof
SharesOwned
Percentage
Owned
Quality Income — Common Shares
Karpus Investment Management
183 Sully’s Trail,
Pittsford, New York 14534
11,763,244
VALIGN="top">
5.04
VALIGN="top">%
Quality Income — AMTP Shares
(Series 2028)
Bank of America Corporation
(a)
100 North Tryon Street
Charlotte, North Carolina 28255
Banc of America Preferred Funding
Corporation
(a)
214 North Tryon Street
Charlotte, North Carolina 28255
3,370
VALIGN="top">
100
VALIGN="top">%
Quality Income — AMTP Shares
(Series
2028-1)
Bank of America Corporation
(a)
100 North Tryon Street
Charlotte, North Carolina 28255
Banc of America Preferred Funding
Corporation
(a)
214 North Tryon Street
Charlotte, North Carolina 28255
2,085
VALIGN="top">
100
VALIGN="top">%
Quality Income — AMTP Shares
(Series
2028-2)
Bank of America Corporation
(a)
100 North Tryon Street
Charlotte, North Carolina 28255
Banc of America Preferred Funding
Corporation
(a)
214 North Tryon Street
Charlotte, North Carolina 28255
1,820
VALIGN="top">
100
VALIGN="top">%
Select Maturities— Common Shares
1607 Capital Partners, LLC
13 S. 13th Street, Suite 400
Richmond Virginia 23219
1,188,726
VALIGN="top">
9.6
VALIGN="top">%
Morgan Stanley
(c)
Morgan Stanley Smith Barney LLC
(c)
1585 Broadway
New York, New York 10036
702,648
VALIGN="top">
5.6
VALIGN="top">%
Taxable Income— Common Shares
Sit Investment Associates, Inc.
3300 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
3,022,481
VALIGN="top">
10.28
VALIGN="top">%
*
The information contained in this table is based on Schedule 13D and 13G filings made on or before June13, 2024.
(a)
Bank of America Corporation and Banc of America Preferred Fund Corporation filed their Schedule 13D jointly and did not
differentiate holdings as between each entity.
(b)
Wells Fargo Company filed Schedule 13G on its own behalf and on behalf of its subsidiary, Wells Fargo Municipal
Capital Strategies, LLC. Aggregate beneficial ownership reported by Wells Fargo Company is on a consolidated basis and includes any beneficial ownership separately reported by the subsidiary.
(c)
Morgan Stanley and Morgan Stanley Smith Barney LLC filed their Schedule 13G jointly and did not differentiate holdings as
between each entity.
B-2
VRDP Shares are designed to be eligible for purchase by money market funds. Information with respect to aggregate holdings
of these VRDP Shares associated with fund complexes identified by the remarketing agents as holding greater than 5% of the outstanding VRDP Shares of a Fund, including the number of VRDP Shares associated with the fund complex and percentage of
total outstanding, is as follows:
AMT-Free
Credit Income (Series 1): Schwab (608 shares (33.97%)), Morgan Stanley (100 shares (5.59%)), Vanguard (1,082 shares (60.45%));
AMT-Free
Credit Income (Series 2): Federated (930 shares (31.48%)), Vanguard (2,024 shares (68.52%));
AMT-Free
Credit Income (Series 4): Schwab (400 shares (22.22%)),
Federated (1,400 shares (77.78%));
AMT-Free
Credit Income (Series 5): Schwab (1,323 shares (44.77%)), Federated (356 shares (12.05%)), JP Morgan (1,276 shares (43.18%)); AMT-Free Credit Income (Series 6): JP
Morgan (2,570 shares (89.64%)), Vanguard (297 shares (10.36%)); Credit Income (Series 1): Wells Fargo (2,688 shares (100%)); Credit Income (Series 2): Banc of America (2,622 shares (100%)); Credit Income (Series 3): Vanguard (1,460 shares (100%));
New York Quality Income (Series 1): JP Morgan (205 shares (23.03%)), Vanguard (685 shares (76.97%)); Quality Income (Series 1): Allspring (40 shares (1.69%)), Schwab (1,812 shares (76.52%)), JP Morgan (516 shares (21.79%)); Quality Income (Series
2): Schwab (956 shares (35.74%)), JP Morgan (1,719 shares (64.26%)).
MFP Shares are designed to be eligible for purchase by institutional investors. With
confirmation of the holders of each series of MFP Shares, information with respect to aggregate holdings of MFP Shares associated with shareholders (number of MFP Shares and percentage of total outstanding) is as follows:
AMT-Free
Credit Income (Series A): Wells Fargo (674 shares (100%));
AMT-Free
Credit Income (Series B): Federated (28,800 shares (14.40%)), Invesco (5,750 shares (1.38%));
Mackay (32,405 shares (16.20%)); Maineline West (2,500 shares (1.25%)), Neuberger Berman (19,903 shares (9.95%)), Vanguard (110,375 shares (55.19%));
AMT-Free
Credit Income (Series C): Allspring (2,000 shares
(0.80%)); Federated (13,300 shares (5.32%)), Neuberger Berman (1,000 shares (0.40%)), Vanguard (233,700 shares (93.48%)); Dynamic Municipal (Series A): Toronto Dominion (2,400 shares (100%)); Credit Income (Series A): Toronto Dominion (1,500 shares
(100%)); Credit Income (Series B): Wells Fargo (1,550 shares (100%)); Credit Income (Series C): Wells Fargo (3,360 shares (100%)); Quality Income (Series A): Wells Fargo (4,338 shares (100%)); Quality Income (Series B): Banc of America (720 shares
(100%)).
PO Box 43131 Providence, RI 02940-3131 FUNDS FUNDS FUNDS Nuveen AMT-Free Municipal Credit Income Fund Nuveen AMT-Free Municipal Value
Fund Nuveen California Select Tax-Free Income Portfolio Nuveen Dynamic Municipal Opportunities Fund Nuveen Municipal Credit Income Fund Nuveen Municipal High Income Opportunity Fund Nuveen Municipal Income Fund, Inc. Nuveen Municipal Value Fund,
Inc. Nuveen New York Municipal Value Fund Nuveen New York Quality Municipal Income Fund Nuveen New York Select Tax-Free Income Portfolio Nuveen Quality Municipal Income Fund Nuveen Select Maturities Municipal Fund Nuveen Select Tax-Free Income
Portfolio Nuveen Taxable Municipal Income Fund NUVEEN FUNDS THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES/DIRECTORS FOR AN ANNUAL MEETING OF SHAREHOLDERS, AUGUST 8, 2024 COMMON SHARES The Annual Meeting of Shareholders will be held Thursday,
August 8, 2024 at 2:00 p.m. Central time virtually at the following Website: www.meetnow.global/MHL4JNF. At this meeting, you will be asked to vote on the election of board members as described in the Joint Proxy Statement attached. The undersigned,
revoking previous proxies, hereby appoints Kevin J. McCarthy, John M. McCann and Mark L. Winget, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Annual
Meeting of Shareholders to be held on Thursday, August 8, 2024, or any adjournment(s) or postponement(s) thereof. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. In their discretion, the
proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournment(s) or postponement(s) thereof. Receipt of the Notice of the Annual Meeting of Shareholders and the accompanying Joint
Proxy Statement is hereby acknowledged. The shares of the Fund(s) represented hereby will be voted as indicated or FOR the proposals if no choice is indicated. WHETHER OR NOT YOU PLAN TO PARTICIPATE IN THE VIRTUAL MEETING, PLEASE COMPLETE, DATE AND
SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE AT 1-800-337-3503 OR OVER THE INTERNET (www.proxy-direct.com). VOTE VIA THE INTERNET:
www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 NUV_34013_062424 PLEASE SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
END THE BOARD OF TRUSTEES/DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS. In their discretion , the proxy holders are
authorized to vote upon such other matters as may properly come before the Annual Meeting or any adjournment(s)/postponement(s) thereof. Properly executed proxies will be voted as specified. If no other specification is made, such shares will be
voted “FOR” the proposals. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals 1a. Election of Board Members: To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL
EXCEPT” and write the nominee number(s) on the line provided. Class II 01. Joanne T. Medero 02. Albin F. Moschner 03. Loren M. Starr 04. Matthew Thornton III FOR WITHHOLD FOR ALL ALL ALL EXCEPT 01 Nuveen Municipal Income Fund, Inc. 1b. Election
of Board Members: To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided. Class III 01. Joanne T. Medero 02. Albin F. Moschner 03. Loren M. Starr 04.
Matthew Thornton III FOR WITHHOLD FOR ALL ALL ALL EXCEPT 01 Nuveen AMT-Free Municipal Value Fund 02 Nuveen California Select Tax-Free Income Portfolio 03 Nuveen Municipal Value Fund, Inc. 04 Nuveen New York Municipal Value Fund 05 Nuveen New York
Select Tax-Free Income Portfolio 06 Nuveen Select Maturities Municipal Fund 07 Nuveen Select Tax-Free Income Portfolio 08 Nuveen Taxable Municipal Income Fund 1c. Election of Board Members: To withhold authority to vote for any individual nominee(s)
mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided. Class III 01. Joanne T. Medero 02. Loren M. Starr 03. Mathew Thornton III FOR WITHHOLD FOR ALL ALL ALL EXCEPT 01 Nuveen AMT-Free Municipal Credit Income
Fund 02 Nuveen Dynamic Municipal Opportunities Fund 03 Nuveen Municipal Credit Income Fund 04 Nuveen Municipal High Income Opportunity Fund 05 Nuveen New York Quality Municipal Income Fund 06 Nuveen Quality Municipal Income Fund IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF PROXY MATERIALS for the Annual Meeting of Shareholders on August 8, 2024. The Joint Proxy Statement for this meeting is available at: https://www.nuveen.com/en-us/investments/proxy-information#closed-end-funds B
Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When
signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) Please print date below Signature 1
Please keep signature within the box Signature 2 Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx NUV 34013 xxxxxxxx
TABLE OF CONTENTS
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* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR
WHICH
THE 13F WAS FILED.
FUND
NUMBER OF SHARES
VALUE ($)
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