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DEF 14A
1
d921906ddef14a.htm
NUVEEN NEW YORK AMT-FREE QUALITY MUNICIPAL INCOME FUND
Nuveen New York AMT-Free Quality Municipal Income 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 New York AMT-Free Quality Municipal Income Fund (NRK)
(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 August14, 2025
333 West Wacker Drive
Chicago, Illinois 60606
(800)
257-8787
June30, 2025
Nuveen
AMT-Free
Municipal Credit Income Fund (NVG)
Nuveen
AMT-Free
Municipal Value Fund (NUW)
Nuveen
AMT-Free
Quality Municipal Income Fund (NEA)
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
AMT-Free
Quality Municipal Income Fund (NRK)
Nuveen New York Municipal Value Fund (NNY)
Nuveen New York Quality Municipal Income Fund (NAN)
Nuveen Quality Municipal Income Fund (NAD)
Nuveen
Select Maturities Municipal Fund (NIM)
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
AMT-Free
Quality Municipal Income Fund
(“AMT-Free
Quality”),
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
AMT-Free
Quality Municipal Income Fund (“New York
AMT-Free”),
Nuveen New York Municipal
Value Fund (“New York Value”), Nuveen New York Quality Municipal Income Fund (“New York Quality Income”), Nuveen Quality Municipal Income Fund (“Quality Income”), Nuveen Select Maturities Municipal Fund (“Select
Maturities”), 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, August14, 2025, 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/MNRRJJC 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)ClassIII Board Members.
b.
For
AMT-Free
Value, Municipal Value, New York Value, Select Maturities and
Taxable Income, to elect four (4)ClassI Board Members.
c.
For
AMT-Free
Credit Income,
AMT-Free
Quality, Dynamic Municipal, Credit Income, Municipal High Income, New York
AMT-Free,
New York Quality Income and Quality Income, to elect five (5)Board Members.
i)
three (3)Class I 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 June20, 2025 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
June30, 2025
This Joint Proxy
Statement is first being mailed to shareholders on or about July2, 2025.
Nuveen
AMT-Free
Municipal Credit
Income Fund (NVG)
Nuveen
AMT-Free
Municipal Value Fund (NUW)
Nuveen
AMT-Free
Quality Municipal Income Fund (NEA)
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
AMT-Free
Quality Municipal Income Fund (NRK)
Nuveen New York Municipal Value Fund (NNY)
Nuveen New York Quality Municipal Income Fund (NAN)
Nuveen Quality Municipal Income Fund (NAD)
Nuveen
Select Maturities Municipal Fund (NIM)
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
AMT-Free
Quality Municipal Income Fund
(“AMT-Free
Quality”), 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
AMT-Free
Quality Municipal Income Fund (“New York
AMT-Free”),
Nuveen New York Municipal Value Fund (“New York Value”), Nuveen New York Quality
Municipal Income Fund (“New York Quality Income”), Nuveen Quality Municipal Income Fund (“Quality Income”), Nuveen Select Maturities Municipal Fund (“Select Maturities”) 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, August14, 2025 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/MMRRJJC 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.
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)ClassIII Board Members by all shareholders.
X
N/A
1(b)
For
AMT-Free
Value, Municipal Value, New York Value, Select Maturities and Taxable Income, election of four
(4)ClassI Board Members by all shareholders.
X
N/A
1(c)(i)
For
AMT-Free
Credit Income,
AMT-Free
Quality, Dynamic Municipal, Credit
Income, Municipal High Income, New York
AMT-Free,
New York Quality Income and Quality Income, election of three (3)ClassI Board Members by all shareholders.
X
X
1(c)(ii)
For
AMT-Free
Credit Income,
AMT-Free
Quality, Dynamic Municipal, Credit
Income, Municipal High Income, New York
AMT-Free,
New York Quality Income and Quality Income, election of two (2)Board Members by holders of Preferred Shares only.
N/A
X
2
(1)
Variable Rate Demand Preferred Shares (“VRDP Shares”) for
AMT-Free
Credit Income,
AMT-Free
Quality, Credit Income, New York
AMT-Free,
New York Quality Income and Quality Income; MuniFund Preferred Shares (“MFP Shares”) for
AMT-Free
Credit Income,
AMT-Free
Quality, Dynamic Municipal, Credit Income, New York
AMT-Free
and Quality Income; and Adjustable Rate
MuniFund Term Preferred Shares (“AMTP Shares”) for
AMT-Free
Quality, 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,
AMT-Free
Quality, Dynamic Municipal, Credit Income, Municipal High Income, New York
AMT-Free,
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.
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.
3
Fund
PreferredShares
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
AMT-Free
Quality
MFP Series A
Variable Rate Mode
No
MFP Series B
Variable Rate Mode
No
MFP Series C
Variable Rate Demand Mode
Yes
MFP Series D
Variable Rate Demand Mode
Yes
VRDP Series 1
Remarketing Mode
Yes
VRDP Series 3
Remarketing Mode
Yes
VRDP Series 4
Remarketing Mode
Yes
VRDP Series 5
Remarketing Mode
Yes
AMTP Series
2028-1
N/A
No
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
New York
AMT-Free
MFP Series A
Variable Rate Remarketed Mode
Yes
VRDP Series 1
Remarketing Mode
Yes
VRDP Series 2
Remarketing Mode
Yes
VRDP Series 3
Remarketing Mode
Yes
VRDP Series 5
Remarketing Mode
Yes
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, June20, 2025. 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.
4
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 Friday, June20, 2025 will be entitled to one vote for each share held and a proportionate
fractional vote for each fractional vote held. As of June20, 2025, 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,
AMT-Free
Quality, Dynamic Municipal, Credit Income, Municipal High Income, New York
AMT-Free,
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 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 Forrester,
Kenny, Wolff and Young have been designated as ClassIII Board Members and are nominees for election at the Annual Meeting to serve for a term expiring at the 2028 annual meeting of shareholders or until their successors have been duly elected
and qualified. Current Board Members Boateng, Lancellotta, Medero, Moschner, Nelson, Starr, Thornton and Toth are current and continuing Board Members. Current Board Members Boateng, Lancellotta, Nelson and Toth have been designated as ClassI
Board Members for a term expiring
6
at the 2026 annual meeting of shareholders or until their successors have been duly elected and qualified. Current Board Members Medero, Moschner, Starr and Thornton have been designated as
ClassII Board Members for a term expiring at the 2027 annual meeting of shareholders or until their successors have been duly elected and qualified.
(b) For
AMT-Free
Value, Municipal Value, New York Value, Select Maturities and Taxable
Income:
four (4)Board Members are to be elected by all shareholders. Current Board Members Forrester, Kenny, Wolff and Young have been designated as ClassI Board Members and are nominees for election at the Annual Meeting to serve
for a term expiring at the 2028 annual meeting of shareholders or until their successors have been duly elected and qualified. Current Board Members Boateng, Lancellotta, Medero, Moschner, Nelson, Starr, Thornton and Toth, are current and continuing
Board Members. 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. Current Board Members Medero, Moschner, Starr and Thornton have been designated as ClassIII Board Members for a term expiring at the 2027 annual meeting of shareholders or until their successors have been duly elected and qualified.
(c) For
AMT-Free
Credit Income,
AMT-Free
Quality, Dynamic Municipal, Credit Income, Municipal High Income, New York
AMT-Free,
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 Forrester, Kenny and Young have been designated as ClassI Board Members and are nominees for election at the Annual Meeting to serve for a term expiring at the 2028 annual meeting of shareholders or until their
successors have been duly elected and qualified. Current Board Members Boateng, Lancellotta, Medero, Nelson, Starr, Thornton and Toth are current and continuing Board Members. 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. Current Board Members Medero, Starr and Thornton have been designated as
ClassIII Board Members for a term expiring at the 2027 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 Members Moschner and Wolff are nominees for election by holders of Preferred Shares for a term expiring at the next annual meeting or until their successors have 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.
7
Class
I Board Members:
For each of
AMT-Free
Value,
Municipal Value, New York Value, Select Maturities and Taxable 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, and 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 the
Fund’s Board as ClassII Board Members at the annual meeting of shareholders held on August9, 2023, and 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 August8, 2024, and Board Member Starr was appointed by the Board to the
Fund’s Board effective January1, 2024.
Class
III Board Members:
For each of
AMT-Free
Value, Municipal Value, New York Value, Select Maturities and Taxable Income, 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
August8, 2024. For each of
AMT-Free
Credit Income, Dynamic Municipal, Credit Income, Municipal High Income, New York Quality Income and Quality Income, Board Members Medero, Starr and Thornton were last
elected to the Fund’s Board as ClassIII Board Members at the annual meeting of shareholders held on August8, 2024. For each of
AMT-Free
Quality and New York
AMT-Free,
Board Members Medero, Starr and Thornton were last elected the Fund’s Board as ClassIII Board Members at the annual meeting of shareholder held on August15, 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, and Board Members Forrester and Kenny were appointed by the Board to Municipal Income’s Board effective January1, 2024.
Board Members Elected by Holders of Preferred Shares
: For each of
AMT-Free
Credit Income, Dynamic Municipal, Credit
Income, Municipal High Income, New York Quality Income and Quality Income, Board Members Moschner and Wolff were last elected to the Fund’s Board at the annual meeting of shareholders held on August8, 2024. For each of
AMT-Free
Quality and New York
AMT-Free,
Board Members Moschner and Wolff were last elected to the Fund’s Board at the annual meeting of shareholders held on
August15, 2024.
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.”
8
The Board unanimously recommends that shareholders vote FOR the election of each Board Member nominee. Each Board
Member is listed in the table below in alphabetical order.
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
(3)
Overseen
by Board
Member
Other
Directorships
Held by
Board
Member
Duringthe
PastFiveYears
Board Members/Nominees who are not “interested persons” of the Funds
Joseph A. Boateng
333 West Wacker Drive
Chicago, IL 60606
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).
216
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 System; Investment Committee Member (since 2012), The Seattle Foundation; Trustee (2018-2023), the College Retirement Equities Fund; Manager (2019-2023), TIAA
Separate Account
VA-1.
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
(3)
Overseen
by Board
Member
Other
Directorships
Held by
Board
Member
Duringthe
PastFiveYears
Michael A. Forrester
333 West Wacker Drive
Chicago, IL 60606
1967
Board Member
Term: ClassI or III Board Member until 2025 annual shareholder meeting and nominee for ClassI or III Board Member until 2028 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.
216
Director, Aflac Incorporated (since 2025); Trustee, Dexter Southfield School (since 2019); Member (since 2020), Governing Council of the Independent Directors Council (IDC); Trustee, the College Retirement Equities Fund and Manager,
TIAA Separate Account
VA-1
(2007-2023).
Thomas J. Kenny
333 West Wacker Drive
Chicago, IL 60606
1963
Board Member
Term: ClassI or III Board Member until 2025 annual shareholder meeting and nominee for ClassI or III Board Member until 2028 annual
shareholder meeting
(2)
Length of Service:
Since 2011
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.
217
Director (since 2015) and Chair of the Finance and Investment Committee (since 2018), Aflac Incorporated; formerly, Director (2021-2022) ParentSquare; formerly Director (2021-2022) and Finance Committee Chair (2016-2022), Sansum
Clinic; formerly Advisory Board Member (2017-2019), B’Box; formerly Member (2011-2020), the University of California at Santa Barbara Arts and Lectures Advisory Council; formerly Investment
Committee
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
(3)
Overseen
by Board
Member
Other
Directorships
Held by
Board
Member
Duringthe
PastFiveYears
Member (2012-2020), Cottage Health System; formerly 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).
217
President (since 2023) and Member (since 2020) of the Board of Directors, Jewish Coalition Against Domestic Abuse (JCADA).
Joanne T. Medero
333 West Wacker Drive
Chicago, IL 60606
1954
Board Member
Term: ClassII or III Board Member until 2027 annual shareholder meeting
(2)
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 businesses) (2006- 2009); formerly, Managing Director,
217
Member (since 2019) of the Board of Directors, Baltic-American Freedom Foundation (seeks to provide opportunities for citizens of the Baltic states to gain education and professional development through exchanges in the
U.S.).
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
(3)
Overseen
by Board
Member
Other
Directorships
Held by
Board
Member
Duringthe
PastFiveYears
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).
Albin F. Moschner
333 West Wacker Drive
Chicago, IL 60606
1952
Board Member
Term: Board Member until 2025 annual shareholder meeting and nominee for term until 2026 annual shareholder meeting (Funds with Preferred Shares);
ClassII or III Board Member until 2027 annual shareholder meeting (funds without Preferred Shares)
(2)
Length of Service: Since 2016
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 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).
217
Formerly, Chairman (2019)and Director (2012-2019), USA Technologies, Inc. (a provider of solutions and services to facilitate electronic payment transactions); formerly, Director, Wintrust Financial Corporation
(1996-2016).
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
(3)
Overseen
by Board
Member
Other
Directorships
Held by
Board
Member
Duringthe
PastFiveYears
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 consulting and accounting (2012- 2014); Chief Executive Officer of ABN AMRO Bank N.V., North America (insurance), 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.
217
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).
Loren M. Starr
333 West Wacker Drive
Chicago, IL 60606
1961
Board Member
Term: ClassII or III Board Member until 2027 annual shareholder meeting
(2)
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);
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
(3)
Overseen
by Board
Member
Other
Directorships
Held by
Board
Member
Duringthe
PastFiveYears
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 2027 annual shareholder meeting
(2)
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.
217
Member of the Board of Directors (since 2014), The Sherwin-Williams Company (develops, manufactures, distributes and sells paints, coatings and related products); Member of the Board of Directors (since 2020), Crown Castle
International (provider of 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
Board Member
Term: ClassI orII Board Member until 2026 annual shareholder meeting
(2)
Length of Service: Since 2008
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,
217
Formerly, Chair and Member of the Board of Directors (2021-2024), Kehrein Center for the Arts (philanthropy); Member of the Board of Directors (since 2008), Catalyst Schools of Chicago (philanthropy); Member of
the
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
(3)
Overseen
by Board
Member
Other
Directorships
Held by
Board
Member
Duringthe
PastFiveYears
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).
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 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: Board Member until 2025 annual shareholder meeting and nominee for term until 2026 annual shareholder meeting (Funds with Preferred Shares); ClassI or III Board Member until 2025 annual shareholder meeting and
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
of older adults);
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
(3)
Overseen
by Board
Member
Other
Directorships
Held by
Board
Member
Duringthe
PastFiveYears
nominee for ClassI or III Board Member until 2028 annual shareholder meeting
(2)
Length of Service: Since 2016
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.).
Robert L. Young
333 West Wacker Drive
Chicago, IL 60606
1963
Chair of the Board; Board Member
Term: ClassI or III Board Member until 2025 annual shareholder meeting and nominee as
ClassI or III Board Member until 2028 annual shareholder meeting
(2)
Length of Service: Since 2017; Chair since 2025
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).
217
None
(1)
Length of Time Served indicates the year in which the individual became a Board Member of a fund in the Fund Complex.
16
(2)
For each of
AMT-Free
Value, Municipal Value, New York Value, Select Maturities and
Taxable 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)
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.
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, 2025 is
set forth in
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, 2025 is also set forth in
Appendix
A
. As of June20, 2025, each Board Member’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of the Fund. As of June20, 2025, 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, 2024:
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
$ 37,455
0.01%
KSHFO, LLC
4
Global Timber Resources Investor Fund, LP
None
$567,738
6.01%
KSHFO, LLC
4
TIAA-CREF Global Agriculture II LLC
None
$717,269
0.05%
KSHFO, LLC
4
GlobalAgricultureII AIV (US) LLC
None
$681,911
0.17%
(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, 2024. 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 6.60% of KSHFO, LLC.
17
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 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.
Prior to January1, 2025, Independent Board Members received a $350,000 annual retainer, plus they received (a)an annual retainer of $30,000 for membership on
the Audit Committee and Compliance, Risk Management and Regulatory Oversight Committee, respectively; (b)an annual retainer of $20,000 for membership on the Investment Committee; and (c)an annual retainer of $20,000 for membership on the
Dividend Committee, Nominating and Governance Committee and
Closed-End
Funds Committee, respectively. In addition to the payments described above, the Chair and/or
Co-Chair
of the Board received $140,000 annually; the chair and/or
co-chair
of the Audit Committee and Compliance, Risk Management and Regulatory Oversight Committee
received $30,000 annually; the chair and/or
co-chair
of the Investment Committee received $20,000 annually; and the chair and/or
co-chair
of the Dividend Committee,
Nominating and Governance Committee and
Closed-End
Funds Committee received $20,000 annually. Independent Board Members were paid either $1,000 or $2,500 for any ad hoc meetings of the Board or its Committees
depending upon the meeting’s length and immediacy. For any special assignment committees, the chair and/or
co-chair
were paid a quarterly fee starting at $1,250 and members were paid a quarterly fee
starting at $5,000. The annual retainers, fees and expenses of the Board were allocated among the funds in the Fund Complex in an equitable manner, although a minimum amount may have been established to be allocated to each fund. In certain
instances, fees and expenses were allocated only to those funds that are discussed at a given meeting.
18
Effective January1, 2025, Independent Board Members receive a $350,000 annual retainer, plus they receive
(a)an annual retainer of $35,000 for membership on the Audit Committee and Compliance, Risk Management and Regulatory Oversight Committee, respectively; (b)an annual retainer of $30,000 for membership on the Investment Committee; and
(c)an annual retainer of $25,000 for membership on the Dividend Committee, Nominating and Governance Committee and
Closed-End
Funds Committee, respectively. In addition to the payments described above,
the Chair of the Board receives $150,000 annually; the Chair of the Audit Committee and Compliance, Risk Management and Regulatory Oversight Committee receive $35,000 annually; the Chair and/or
Co-Chair
of the
Investment Committee receives $30,000 annually; and the Chair of the Dividend Committee, Nominating and Governance Committee and
Closed-End
Funds Committee receive $25,000 annually. Independent Board Members
will be paid either $1,000 or $2,500 for any ad hoc meetings of the Board or its Committees depending upon the meeting’s length and immediacy. For any special assignment committees, the Chair and/or
Co-Chair
will be paid a quarterly fee starting at $1,250 and members will be paid a quarterly fee starting at $5,000. The annual retainers, fees and expenses of the Board are allocated among the funds in the
Fund Complex in an equitable manner, 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 or “stub” period, as applicable.
Aggregate Compensation from the Funds
(*)
Fund Name
ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000">
Period
ALIGN="center" STYLE="BORDER-BOTTOM:1px solid #000000">
Joseph A.
Boateng
(1)
“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
(2)
Aggregate compensation for the fiscal year ended October31, 2024.
(3)
Mr.Boateng, Mr.Forrester, Mr.Kenny and Mr.Starr were appointed as Board Members of the Fund as of
January1, 2024.
(4)
Effective March1, 2024, 2024, the Board approved a change of New York
AMT-Free,
New York Quality Income and New York Value’s fiscal year end from February 28/29 to August 31. Information is provided for the fiscal year end February29, 2024 and for the “stub”
period from March1, 2024 through each Fund’s new fiscal year end of August31, 2024.
(5)
Aggregate compensation for the fiscal year ended March31, 2025.
(*)
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
Period
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
FiscalYear
$
2,208
VALIGN="bottom">
$
9,214
VALIGN="bottom">
$
2,933
VALIGN="bottom">
$
4,384
VALIGN="bottom">
$
4,601
VALIGN="bottom">
$
0
VALIGN="bottom">
$
0
VALIGN="bottom">
$
3,251
VALIGN="bottom">
$
0
VALIGN="bottom">
$
0
VALIGN="bottom">
$
5,447
VALIGN="bottom">
$
9,299
VALIGN="bottom">
AMT-Free
Value
Fiscal Year
129
VALIGN="bottom">
538
VALIGN="bottom">
171
VALIGN="bottom">
257
VALIGN="bottom">
270
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
190
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
319
VALIGN="bottom">
545
VALIGN="bottom">
Credit Income
Fiscal Year
1,869
VALIGN="bottom">
7,801
VALIGN="bottom">
2,483
VALIGN="bottom">
3,716
VALIGN="bottom">
3,901
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
2,752
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
4,619
VALIGN="bottom">
7,878
VALIGN="bottom">
AMT-Free
Quality
Fiscal Year
2,837
VALIGN="bottom">
11,833
VALIGN="bottom">
3,766
VALIGN="bottom">
5,684
VALIGN="bottom">
5,987
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
4,174
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
7,091
VALIGN="bottom">
12,063
VALIGN="bottom">
Dynamic Municipal
FiscalYear
425
VALIGN="bottom">
1,773
VALIGN="bottom">
564
VALIGN="bottom">
841
VALIGN="bottom">
881
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
626
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
1,043
VALIGN="bottom">
1,784
VALIGN="bottom">
Municipal High Income
Fiscal Year
758
VALIGN="bottom">
3,162
VALIGN="bottom">
1,007
VALIGN="bottom">
1,494
VALIGN="bottom">
1,564
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
1,116
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
1,851
VALIGN="bottom">
3,167
VALIGN="bottom">
Municipal Income
Fiscal Year
48
VALIGN="bottom">
199
VALIGN="bottom">
63
VALIGN="bottom">
94
VALIGN="bottom">
99
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
70
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
117
VALIGN="bottom">
200
VALIGN="bottom">
Municipal Value
Fiscal Year
911
VALIGN="bottom">
3,802
VALIGN="bottom">
1,210
VALIGN="bottom">
1,815
VALIGN="bottom">
1,908
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
1,342
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
2,259
VALIGN="bottom">
3,853
VALIGN="bottom">
New York
AMT-Free
Fiscal Year
0
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
1,898
VALIGN="bottom">
2,739
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
3,185
VALIGN="bottom">
4,138
VALIGN="bottom">
“Stub”Period
536
VALIGN="bottom">
2,247
VALIGN="bottom">
711
VALIGN="bottom">
757
VALIGN="bottom">
664
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
775
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
775
VALIGN="bottom">
1,401
VALIGN="bottom">
New York Quality Income
Fiscal Year
0
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
667
VALIGN="bottom">
962
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
1,119
VALIGN="bottom">
1,454
VALIGN="bottom">
“Stub” Period
188
VALIGN="bottom">
789
VALIGN="bottom">
250
VALIGN="bottom">
266
VALIGN="bottom">
233
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
272
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
272
VALIGN="bottom">
492
VALIGN="bottom">
New York Value
Fiscal Year
0
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
189
VALIGN="bottom">
272
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
316
VALIGN="bottom">
411
VALIGN="bottom">
“Stub” Period
53
VALIGN="bottom">
223
VALIGN="bottom">
71
VALIGN="bottom">
75
VALIGN="bottom">
66
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
77
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
77
VALIGN="bottom">
139
VALIGN="bottom">
Quality Income
Fiscal Year
2,255
VALIGN="bottom">
9,406
VALIGN="bottom">
2,994
VALIGN="bottom">
4,535
VALIGN="bottom">
4,783
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
3,318
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
5,666
VALIGN="bottom">
9,624
VALIGN="bottom">
Select Maturities
Fiscal Year
78
VALIGN="bottom">
325
VALIGN="bottom">
104
VALIGN="bottom">
111
VALIGN="bottom">
98
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
115
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
112
VALIGN="bottom">
239
VALIGN="bottom">
Taxable Income
Fiscal Year
431
VALIGN="bottom">
1,798
VALIGN="bottom">
575
VALIGN="bottom">
613
VALIGN="bottom">
541
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
637
VALIGN="bottom">
0
VALIGN="bottom">
0
VALIGN="bottom">
622
VALIGN="bottom">
1,322
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 has
adopted a unitary board structure. A unitary board consists of one group of board members who serves on the board of every fund in the Nuveen Fund complex (except with respect to certain Nuveen Funds where certain directors may instead serve as
consultants, as indicated in the “Board Members/Nominees” table included herein). In adopting 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 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 and 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
that 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 Mr.Young to serve as an independent Chair of the Board. Pursuant to the Fund
by-laws,
the Chair 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 Chair include
(i)coordinating with fund 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
22
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. 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 meets
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.Young, Chair, Mr.Kenny, Mr.Nelson and Mr.Toth. The number of Executive 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 each Fund’s shares, including, but not limited to, regular and special dividends, capital gains and ordinary income 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.Kenny, 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
.
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 pertaining to
closed-end
funds of the NYSE or NASDAQ as applicable. 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 internal valuation group of 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 of the Fund,
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 matters. The Audit Committee may also consider any financial risk exposures for the Funds in conjunction with performing its functions.
23
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 or NASDAQ, as applicable. Members of the Audit Committee are 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, Ms.Lancellotta, Mr.Starr, Mr.Thornton, Ms.Wolff and Mr.Young, each of whom is an Independent Board Member of the Funds. Mr.Boateng, 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 https://www.nuveen.com/fundgovernance. The number of
Audit 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.
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 and Fund operational risk 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’ Chief Compliance Officer (“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
24
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.Medero, Mr.Moschner and Mr.Toth. The number of Compliance 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 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 and other service providers, including any affiliates of these 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
25
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 or NASDAQ listing standards. Accordingly, the members of the Nominating and Governance Committee are Mr.Young, Chair, Mr.Boateng, Mr.Forrester, Mr.Kenny, Ms.Lancellotta, Ms.Medero, Mr.Moschner,
Mr.Nelson, Mr.Starr, Mr.Thornton, Mr.Toth and Ms.Wolff. The number of Nominating and Governance 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 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 at Nuveen. 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 Mr.Boateng and Ms.Lancellotta,
Co-Chairs,
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
.
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,
26
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-depth
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, Mr.Nelson, Mr.Starr, Mr.Thornton, 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
.
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 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 TC Board
Member 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
27
(2018-2023) and on the Management Committee for TIAA Separate Account
VA-1
(2019-2023). 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 TC Board Member since 2007. From 2007 to 2021, Mr.Forrester 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 as a Director of Aflac Incorporated and is 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
(2007-2023). Mr.Forrester has a B.A. from Washington and Lee University. Mr.Forrester joined the Board in 2024.
ThomasJ. Kenny
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.
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
28
addition, since 2020, she has been a member 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 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 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
29
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 formerly Chairman (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 from 2008 to 2023 a private firm which develops branding, marketing, and communications
strategies for clients. Mr.Nelson has extensive experience in global banking and markets, having served in several senior executive positions with ABN AMRO Holdings N.V. and its affiliated entities and predecessors, including LaSalle Bank
Corporation from 1996 to 2008, ultimately serving as Chief Executive Officer of ABN AMRO N.V. North America. During his tenure at the bank, he also served as Global Head of its Financial Markets Division, which encompassed the bank’s Currency,
Commodity, Fixed Income, Emerging Markets, and Derivatives businesses. He was a member of the Foreign Exchange Committee of the Federal Reserve Bank of the United States and during his tenure with ABN AMRO served as the bank’s representative on
various committees of The Bank of Canada, European Central Bank, and The Bank of England. Mr.Nelson previously served as a senior, external advisor to the financial services practice of Deloitte Consulting LLP (2012-2014). 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.
Loren M. Starr
Mr.Starr was Vice Chair, Senior
Managing Director from 2020 to 2021, and Chief Financial Officer, Senior Managing Director from 2005 to 2020, for Invesco Ltd. Mr.Starr is also a Director and Chair of the Audit Committee for AMG. He is former Chair and member of the Board of
Directors, Georgia Leadership Institute for School Improvement (GLISI); former Chair and member of the Board of Trustees, Georgia Council on Economic Education (GCEE). Mr.Starr previously served on the Board of Trustees for the College
Retirement Equities Fund and on the Management Committee for TIAA Separate Account
VA-1
(2022-2023). Mr.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.
30
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 was a
Co-Founding
Partner of Promus Capital (2008-2017). From 2012 to 2021, he was a Director of Quality Control Corporation, 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 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 formerly served as Chair of the Board of the Kehrein Center for the Arts (2021-2024) 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 and previously served as a Director of LogicMark LLC (2012-2016) and of Fulcrum IT Service LLC (2010-2019). 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.
31
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. 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 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.). 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, the Nuveen Funds’ Independent Chair 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. 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.
32
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.
33
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)
Marc Cardella
8500 Andrew Carnegie Blvd
Charlotte, NC 28262
1984
Vice President and Controller (Principal Financial Officer)
Term: Indefinite Length of Service: Since 2024
Senior Managing Director, Head of Public Investment Finance of Nuveen; Senior Managing Director of Nuveen Fund Advisors, LLC, Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC, Managing
Director of Teachers Insurance and Annuity Association of America and TIAA SMA Strategies LLC; Principal Financial Officer, Principal Accounting Officer and Treasurer of TIAA Separate Account
VA-1
and the
College Retirement Equities Fund.
Joseph T. Castro
333 West Wacker Drive
Chicago, IL 60606
1964
Vice President
Term: Indefinite Length of Service: Since 2025
Executive Vice President, Chief Risk and Compliance Officer, formerly, Senior Managing Director and Head of Compliance, Nuveen; Senior Managing Director, Nuveen Fund Advisors, LLC, Nuveen Securities, LLC and Nuveen, LLC.
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; Vice President, 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.
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)
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, Head of Public Product of Nuveen; President, formerly, Senior Managing Director, of Nuveen Fund Advisors, LLC; has previously held various positions with Nuveen; Chartered Financial Analyst
Brian H. Lawrence
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).
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.
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)
John M. McCann
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
1975
Vice President and Assistant Secretary
Term: Indefinite
Length of Service: Since 2022
Senior Managing Director, Division General Counsel of Nuveen; Senior Managing Director, General Counsel and Secretary of Nuveen Fund Advisors, LLC; Senior Managing Director, Associate General Counsel and Assistant Secretary of
Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director and Assistant Secretary of TIAA SMA Strategies LLC; Managing Director, Associate General Counsel and Assistant Secretary of College
Retirement Equities Fund, TIAA Separate Account
VA-1,
TIAA-CREF Funds, TIAA-CREF Life Funds, Teachers Insurance and Annuity Association of America and Nuveen Alternative Advisors LLC; has previously held
various positions with Nuveen/TIAA.
Kevin J. McCarthy
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; Teacher 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.
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)
William A. Siffermann
333 West Wacker Drive
Chicago, IL 60606
1975
Vice President
Term: Indefinite
Length of Service: Since 2017
Senior Managing Director of Nuveen.
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 and TIAA-CREF Investment Management, LLC and
Nuveen Asset Management, LLC; Vice President and Associate General Counsel of Nuveen.
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 College Retirement Equities Fund, TIAA
Separate Account
VA-1,
TIAA-CREF Funds and TIAA-CREF Life Funds; Managing Director, Associate General Counsel and Assistant Secretary of Teacher Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing
Director of Nuveen, LLC and of TIAA
(1)
Length of Time Served indicates the year the individual became an officer of a fund in the Nuveen fund complex.
(2)
Information as of June20, 2025.
37
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 seven 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, NASDAQ, 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
Amy Lancellotta
John K. Nelson, Chair
Loren M. Starr
Matthew Thornton III
Margaret L. Wolff
Robert L. Young
38
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
AdviserEntities
Fund
ALIGN="center" STYLE="border-bottom:1.00px solid #000000">
Adviser and
AdviserEntities
ALIGN="center" STYLE="border-bottom:1.00px solid #000000">
Fund
ALIGN="center" STYLE="border-bottom:1.00px solid #000000">
Adviser and
AdviserEntities
“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.
(5)
Information provided for fiscal years ended February 28/29.
39
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
AdviserEntities
ALIGN="center" STYLE="border-bottom:1.00px solid #000000">
Fund
ALIGN="center" STYLE="border-bottom:1.00px solid #000000">
Adviser and
AdviserEntities
ALIGN="center" STYLE="border-bottom:1.00px solid #000000">
Fund
ALIGN="center" STYLE="border-bottom:1.00px solid #000000">
Adviser and
AdviserEntities
“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.
“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
(5)
Effective March1, 2024, the Board approved a change of New York
AMT-Free,
New York Value and New York Quality Income’s fiscal year end from February 28/29 to August 31. Information is provided for the “stub” period from March1, 2024 through each Funds new fiscal year end of August31, 2024.
40
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)
Effective March1, 2024, the Board approved a change of New York
AMT-Free,
New York Value and New York Quality Income’s fiscal year end from February 28/29 to August 31. Information is provided for the “stub” period from March1, 2024 through each Fund’s new fiscal year end of August31, 2024.
42
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
KPMG LLP
(“KPMG”) served as independent registered public accounting firm for each Fund for the fiscal year ended in 2024. The Board of each Fund has appointed PricewaterhouseCoopers LLP (“PwC”) as independent registered public accounting
firm to audit the books and records of the Fund for its current fiscal year. A representative of PwC will be present at the Annual Meetings to make a statement, if such representative so desires, and to respond to shareholders’ questions. PwC
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.
43
Principal Shareholders
As
of June20, 2025, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as provided in
Appendix B
.
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
2026 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 March5, 2026. A shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1)
under the 1934 Act of a proposal submitted outside of the process of Rule
14a-8
for the Annual Meeting must, pursuant to each Fund’s
by-laws,
submit such written notice to the Fund no earlier than April4, 2026 and no later than
April19, 2026 for the Massachusetts Funds and no earlier than May4, 2026 and no later than May19, 2026 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
44
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.
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 New York
AMT-Free,
New York Value and New York Quality Income was August31, 2024. The last fiscal year end for
AMT-Free
Credit Income,
AMT-Free
Value,
AMT-Free
Quality, Dynamic Municipal, Credit Income, Municipal High Income, Municipal Income, Municipal Value and Quality Income was October31,
2024. The last fiscal year end for Select Maturities and Taxable Income was March31, 2025.
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 August14, 2025:
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.
45
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.
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
June30, 2025
46
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, 2025. The information as to beneficial ownership is based on statements furnished by each
Board Member/nominee.
BoardMembers/Nominees
AMT-Free
CreditIncome
AMT-Free
Value
AMT-Free
Quality
Dynamic
Municipal
Credit
Income
Municipal High
Income
Municipal
Income
Municipal
Value
New York
AMT-Free
NewYork
Value
Board Members/Nominees who are not “interested persons” of the Funds
Joseph A. Boateng
(2)
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
Michael A. Forrester
(2)
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
Thomas J. Kenny
(2)
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
Amy B. R. Lancellotta
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
Joanne T. Medero
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
Albin F. Moschner
$0
$0
$0
$0
$0
$50,000-$100,000
$0
$0
$0
$0
John K. Nelson
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
Loren M. Starr
(2)
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
Matthew Thornton III
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
TerenceJ. Toth
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
Margaret L. Wolff
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
Robert L. Young
$0
$0
$0
$0
Over
$100,000
$0
$0
$0
$0
$0
A-1
Dollar Range of Equity Securities
Board Members/Nominees
NewYork
Quality
Income
Quality
Income
Select
Maturities
Taxable
Income
AggregateRangeofEquitySecuritiesinAll
Registered Investment Companies
Overseen in Family of
Investment Companies
(1)
Board Members/Nominees who are not “interested persons” of the Funds
Joseph A. Boateng
$0
$0
$0
$0
Over$100,000
Michael A. Forrester
$0
$0
$0
$0
Over $100,000
Thomas J. Kenny
$0
$0
$0
$0
Over $100,000
Amy B. R. Lancellotta
$0
$0
$0
$0
Over $100,000
Joanne T. Medero
$0
$0
$0
$0
Over $100,000
Albin F. Moschner
$0
$0
$0
$0
Over $100,000
John K. Nelson
$0
$0
$0
$0
Over $100,000
Loren M. Starr
$0
$0
$0
$0
Over $100,000
Matthew Thornton III
$0
$0
$0
$0
Over $100,000
TerenceJ. Toth
$0
$10,000-$50,000
$0
$0
Over $100,000
Margaret L. Wolff
$0
$0
$0
$0
Over $100,000
Robert L. Young
$0
Over $100,000
$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.
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, 2025. 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
AMT-Free
Quality
Dynamic
Municipal
Credit
Income
Municipal
HighIncome
Municipal
Income
Municipal
Value
New York
AMT-Free
Board Members/Nominees who are not “interested persons” of the Funds
Joseph A. Boateng
0
0
0
0
0
0
0
0
0
Michael A. Forrester
0
0
0
0
0
0
0
0
0
Thomas J. Kenny
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
7,136
0
0
0
John K. Nelson
0
0
0
0
0
0
0
0
0
Loren M. Starr
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
16,131
0
0
0
0
All Board Members/Nominees and Officers as a Group
5,575
0
6,808
0
28,757
8,988
0
0
1,000
Fund Shares Owned By Board Members And Officers
(1)
Board Members/Nominees
NewYork
Value
NewYork
QualityIncome
Quality
Income
Select
Maturities
Taxable
Income
Board Members/Nominees who are not “interested persons” of the Funds
Joseph A. Boateng
0
0
0
0
0
Michael A. Forrester
0
0
0
0
0
Thomas J. Kenny
0
0
0
0
0
Amy B. R. Lancellotta
0
0
0
0
0
Joanne T. Medero
0
0
0
0
0
Albin F. Moschner
0
0
0
0
0
John K. Nelson
0
0
0
0
0
Loren M. Starr
0
0
0
0
0
Matthew Thornton III
0
0
0
0
0
TerenceJ. Toth
0
0
1,310
0
0
Margaret L. Wolff
0
0
0
0
0
Robert L. Young
0
0
32,727
0
0
All Board Members/Nominees and Officers as a Group
0
0
35,764
0
497
(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 June20, 2025
*
:
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
1,254,393
VALIGN="top">
6.99
VALIGN="top">%
Tortoise Investment Management, LLC
2 Westchester Park Drive,
Suite 215
White Plains, New York 10604
984,288
VALIGN="top">
5.0
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, New York 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">%
New York
AMT-Free
— Common Shares
Karpus Management, Inc.
183 Sully’s Trail
Pittsford, New York 14534
16,070,785
VALIGN="top">
18.42
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
273,085
VALIGN="top">
6.96
VALIGN="top">%
B-1
Fund and Class
Shareholder Name and Address
Numberof
SharesOwned
Percentage
Owned
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
1,021,532
VALIGN="top">
8.21
VALIGN="top">%
Tortoise Investment Management, LLC
2 Westchester Park Drive
Suite 215
White Plains, New York 10604
751,335
VALIGN="top">
5.36
VALIGN="top">%
Taxable Income— Common Shares
Sit Investment Associates, Inc.
3300 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
3,022,481
VALIGN="top">
10.28
VALIGN="top">%
Morgan Stanley
(c)
1585 Broadway
New York, New York 10036
Morgan Stanley Smith Barney LLC
(c)
1585 Broadway
New York, New York 10036
1,641,466
VALIGN="top">
5.6
VALIGN="top">%
*
The information contained in this table is based on Schedule 13D and 13G filings made on or before June20, 2025.
(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): BlackRock (558 shares (31.17%)), Schwab shares (962 shares (53.74%)), Federated (140 shares (7.82%)), Morgan Stanley (100
shares (5.59%)), Vanguard (30 shares (1.68%));
AMT-Free
Credit Income (Series 2): Schwab (249 shares (8.43%)), Federated (1,780 shares (60.26%)), Vanguard (925 shares (31.31%));
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): Schwab (297 shares (10.36%)), JP Morgan (2,570 shares (89.64%)); Credit Income (Series 3): Schwab (200
shares (13.70%)), Vanguard (1,260 shares (86.30%)); New York Quality Income (Series 1): JP Morgan (205 shares (23.03%)), Vanguard (685 shares (76.97%)); Quality Income (Series 1): Schwab (1,822 shares (76.94%)), Federated (30 shares (1.27%)), JP
Morgan (516 shares (21.79%)); Quality Income (Series 2): Schwab (956 shares (35.74%)), JP Morgan (1,719 shares (64.26%)); New York
AMT-Free
(Series 1): BlackRock (102 shares (9.08%)), Schwab (435 shares
(38.74%)), Federated (400 shares (35.62%)), JP Morgan (186 shares (16.56%)); New York
AMT-Free
(Series 2): Federated (491 shares (36.42%)), JP Morgan (404 shares (29.97)), Vanguard (453 shares (33.61%)); New
York
AMT-Free
(Series 3): Schwab (766 shares (47.37%)), JP Morgan (432 shares (26.72%)), Vanguard (419 shares (25.91%)); New York
AMT-Free
(Series 5): BlackRock (300
shares (17.14%)), Schwab (400 shares (22.86%)), JP Morgan (542 shares (30.97%)), Vanguard (508 shares (29.03%));
AMT-Free
Quality (Series 1): Vanguard (2,190 shares (100%));
AMT-Free
Quality (Series 3): Schwab (357 shares (10.17%)), Federated (490 shares (13.96%)), JP Morgan (2,319 shares (66.09%)), Vanguard (343 shares (9.77%));
AMT-Free
Quality (Series 4): Allspring (150 shares (3.06%)), BlackRock (852 shares (17.41%)), Schwab (710 shares (14.50%)), Federated (1,559 shares (31.85%)), Goldman Sachs AM (750 shares (15.32%)), JP Morgan (594 shares (12.13%)), Morgan Stanley (100 shares
(2.04%)), Wells Fargo (50 shares (1.02%));
AMT-Free
Quality (Series 5): Schwab (250 shares (25%)), Federated (200 shares (20%)), JP Morgan (250 shares (25%)), Vanguard (300 shares (30%)).
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): Alliance Bernstein (20,355 shares (10.18%)), Allspring (3,750 shares (1.88%)), Federated (18,300 shares (9.15%)), Invesco (7,500 shares (3.75%)), Principal Global Investors (150
shares (0.08%)), Vanguard (110,375 shares (55.19%)), Wells Fargo (3,174 shares (1.59%));
AMT-Free
Credit Income (Series C): Allspring (2,500 shares (1.00%)), Federated (13,800 shares (5.52%)), Vanguard
(233,700 shares (93.48%)); Dynamic Municipal (Series A): Toronto Dominion Bank, NY Branch (2,400 shares (100%)); Credit Income Fund (Series A): Toronto Dominion Investments, Inc. (1,500 shares (100%)); Credit Income Fund (Series B): Toronto Dominion
Investments, Inc. (1,550 shares (100%)); Credit Income Fund (Series C): Wells Fargo Bank NA (3,360 shares (100%)); Quality Income (Series A): Wells Fargo Bank NA (3,488 shares (100%)); Quality Income (Series B): Bank of America Preferred Funding
Corporation (Banc of America) (720 shares (100%)); New York
AMT-Free
(Series A): Alliance Bernstein (50 shares (6.25%)), Federated (107 shares
Effective March1, 2024, the Board approved a change of New York
AMT-Free,
New York Value and New York Quality Income’s fiscal year end from February 28/29 to August 31. Information is provided for the “stub” period from March1, 2024 through each Funds new fiscal year end of August31, 2024.
C-2
Nuveen
333 West Wacker Drive
Chicago, IL 60606-1286
(800)
257-8787
www.nuveen.com
NVG 0825
PO Box 43131 Providence, RI 02940-3131 FUNDS FUNDS FUNDS Nuveen
AMT-Free
Municipal Credit Income
Fund Nuveen
AMT-Free
Municipal Value Fund Nuveen
AMT-Free
Quality Municipal Income Fund 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 NY
AMT-Free
Quality Municipal Income Fund Nuveen New York Municipal Value Fund Nuveen
New York Quality Municipal Income Fund Nuveen Quality Municipal Income Fund Nuveen Select Maturities Municipal Fund Nuveen Taxable Municipal Income Fund NUVEEN FUNDS THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES/DIRECTORS FOR AN ANNUAL MEETING OF
SHAREHOLDERS, AUGUST14, 2025 COMMON SHARES The Annual Meeting of Shareholders will be held Thursday, August14, 2025 at 2:00 p.m. Central time virtually at the following Website: www.meetnow.global/MNRRJJC. 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, August14, 2025, 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_34604_061625 PLEASE SIGN, DATE ON THE
REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
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 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. ClassIII 01. Michael A. Forrester 02. Thomas J. Kenny 03. Margaret L. Wolff 04. Robert L. Young 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. ClassI 01. Michael A. Forrester
02. Thomas J. Kenny 03. Margaret L. Wolff 04. Robert L. Young FOR WITHHOLD FOR ALL ALL ALL EXCEPT 01 Nuveen
AMT-Free
Municipal Value Fund ☐ ☐ ☐ 02 Nuveen Municipal Value Fund, Inc. ☐
☐ ☐ 03 Nuveen New York Municipal Value Fund ☐ ☐ ☐ 04 Nuveen Select Maturities Municipal Fund ☐ ☐ ☐ 05 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. ClassI 01. Michael A. Forrester 02. Thomas J. Kenny 03. Robert L. Young FOR WITHHOLD FOR ALL
ALL ALL EXCEPT 01 Nuveen
AMT-Free
Municipal Credit Income Fund ☐ ☐ ☐ 02 Nuveen
AMT-Free
Quality Municipal Income Fund ☐ ☐ ☐ 03 Nuveen
Dynamic Municipal Opportunities Fund ☐ ☐ ☐ 04 Nuveen Municipal Credit Income Fund ☐ ☐ ☐ 05 Nuveen Municipal High Income Opportunity Fund ☐ ☐ ☐ 06 Nuveen NY
AMT-Free
Quality Municipal Income Fund ☐ ☐ ☐ 07. Nuveen New York Quality Municipal Income Fund ☐ ☐ ☐ 08. Nuveen Quality Municipal Income Fund ☐ ☐ ☐
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS for the Annual Meeting of Shareholders on August14, 2025. The Joint Proxy Statement for this meeting is available at:
https://www.nuveen.com/en-us/investments/proxy-information#closed-end-funds
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 34604 xxxxxxxx
PO Box 43131 Providence, RI 02940-3131 Please detach at perforation before mailing. NUVEEN NY
AMT-FREE
QUALITY MUNICIPAL INCOME FUND THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES FOR AN ANNUAL MEETING OF SHAREHOLDERS, AUGUST14, 2025 PREFERRED SHARES The Annual Meeting of Shareholders will be
held Thursday, August14, 2025 at 2:00 p.m. Central time virtually via live webcast. 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, August14, 2025, or any adjournment(s) or postponement(s) thereof. PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED.
NRK_34604_061625_Pref WE URGE YOU TO SIGN, DATE AND MAIL THIS PROXY PROMPTLY xxxxxxxxxxxxxx code
EVERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! Important Notice Regarding the Availability of Proxy Materials
for the Nuveen Annual Meeting of Shareholders to Be Held on August14, 2025. The Joint Proxy Statement for this meeting is available at:
https://www.nuveen.com/en-us/investments/proxy-information#closed-end-funds
Please detach at perforation before mailing. 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) or postponement(s) thereof. Properly executed proxies will be voted as specified. If no other
specification is made, such shares will be voted “FOR” the proposal. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X Proposal 1c. Election of Board Members: ClassI Preferred Shares Only: 01. Michael A.
Forrester 04. Albin F. Moschner 02. Thomas J. Kenny 05. Margaret L. Wolff 03. Robert L. Young INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on
the line provided. 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 NRK 34604 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 ($)
PUT OR CALL
Directors of NUVEEN NEW YORK AMT-FREE QUALITY MUNICIPAL INCOME FUND - as per the
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