UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x 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 Rule 14a-6(e)(2)). | |||
x | Definitive Proxy Statement. | |||
¨ | Definitive Additional Materials. | |||
¨ | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 | |||
Municipal Fund | ||||
(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): | ||||
x | No fee required. | |||
¨ | Fee computed on table below per Exchange Act Rules 14a-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 Rule 0-11 (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 Rule 0-11(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:
| |||
|
Important Notice to Fund Shareholders
October 17, 2013
Although we recommend that you read the complete Joint Proxy Statement, for your convenience, we have provided a brief overview of the issues to be voted on.
Your Fund’s Board of Trustees/Directors (“Board”), including your Board’s independent members, unanimously recommends that you voteFOR each proposal.
Your vote is very important. We encourage you as a shareholder to participate in your Fund’s governance by returning your vote as soon as possible. If enough shareholders don’t cast their votes, your Fund may not be able to hold its meeting or the vote on each issue, and will be required to incur additional solicitation costs in order to obtain sufficient shareholder participation.
Proposal Regarding New Fundamental Investment Policy Relating to Loans
Nuveen’s municipal bond closed-end funds have been brought to market at different intervals over the course of more than 20 years, and reflect various policies and investment capabilities prevalent at the time of their creation. The investment policies of older funds generally do not reflect subsequent developments in the municipal bond market, including new types of securities and investment strategies. Consequently, many of Nuveen’s more recently offered municipal bond closed-end funds feature investment capabilities not uniformly enjoyed by older municipal bond closed-end funds. The proposal set forth in the Joint Proxy Statement is designed to provide California Dividend Advantage 2 with the same portfolio management tools currently available to Nuveen’s more recently offered funds.
|
A loan to an issuer in distress involves risks. In this circumstance, it is possible the Fund could lose its entire investment with an issuer as well as the amount loaned.
General
We recognize the inconvenience of the proxy solicitation process and would not impose on you if we did not believe that the matters being proposed were important and in the best interests of the Funds. Once your vote has been registered with the proxy solicitor, your name will be removed from the solicitor’s follow-up contact list.
Notice of Annual Meeting of Shareholders to be held on November | 333 West Wacker Drive Chicago, Illinois 60606 (800) 257-8787 |
October 17, 20137, 2015
Nuveen Arizona Premium Income Municipal Fund (NAZ, NAZ PrC, NAZ PrD)(NAZ)
Nuveen California AMT-Free Municipal Income Fund (NKX)
Nuveen California Dividend Advantage Municipal Fund (NAC)
Nuveen California Dividend Advantage Municipal Fund 2 (NVX)
Nuveen California Dividend Advantage Municipal Fund 3 (NZH)
Nuveen California Municipal Value Fund, Inc. (NCA)
Nuveen California Municipal Value Fund 2 (NCB)
Nuveen ConnecticutMassachusetts Premium Income Municipal Fund (NTC, NTC PrC, NTC PrD, NTC PrE, NTC PrF, NTC PrG)
Nuveen Floating Rate Income Fund (JFR)
Nuveen Floating Rate Income Opportunity Fund (JRO)
Nuveen Georgia Dividend Advantage Municipal Fund 2 (NKG, NKG PrC, NKG PrD, NKG PrE)
Nuveen Maryland Premium Income Municipal Fund (NMY, NMY PrC, NMY PrD, NMY PrE, NMY PrF, NMY PrG, NMY PrH)(NMT)
Nuveen Michigan Quality Income Municipal Fund (NUM, NUM PrC)
Nuveen Missouri Premium Income Municipal Fund (NOM, NOM PrC)(NUM)
Nuveen New Jersey Dividend Advantage Municipal Fund (NXJ)
Nuveen New Jersey Dividend Advantage Municipal Fund 2 (NUJ, NUJ PrC)
Nuveen New Jersey Investment Quality Municipal Fund, Inc. (NQJ)
Nuveen New Jersey Municipal Value Fund (NJV)
Nuveen New Jersey Premium Income Municipal Fund, Inc. (NNJ)
Nuveen North Carolina Premium Income Municipal Fund (NNC, NNC PrC, NNC PrD, NNC PrE, NNC PrF, NNC PrG)
Nuveen Ohio Quality Income Municipal Fund (NUO)
Nuveen Pennsylvania Investment Quality Municipal Fund (NQP)
Nuveen Pennsylvania Municipal Value Fund (NPN)
Nuveen Preferred and Income Term Fund (JPI)
Nuveen Senior Income Fund (NSL)
Nuveen Short Duration Credit Opportunities Fund (JSD)
Nuveen Texas Quality Income Municipal Fund (NTX, NTX PrC)(NTX)
Nuveen Virginia Premium Income Municipal Fund (NPV)
To the Shareholders of the Above Funds:
Notice is hereby given that the Annual Meeting of Shareholders (the “Annual Meeting”) of Nuveen California Municipal Value Fund, Inc. (“California Value”), Nuveen New Jersey Investment Quality Municipal Fund, Inc. (“New Jersey Investment Quality”) and Nuveen New Jersey Premium Income Municipal Fund, Inc. (“New Jersey Premium Income”),each a Minnesota corporation (each a “Minnesota Fund” and collectively, the “Minnesota Funds”), andof Nuveen Arizona Premium Income Municipal Fund (“Arizona Premium Income”Premium”), Nuveen California AMT-Free Municipal Income Fund (“California AMT-Free”), Nuveen California Dividend Advantage Municipal Fund (“California Dividend”), Nuveen California Dividend Advantage Municipal Fund 2 (“California Dividend Advantage 2”), Nuveen California Dividend Advantage Municipal Fund 3 (“California Dividend Advantage 3”), Nuveen California Municipal Value Fund 2 (“California Value 2”), Nuveen ConnecticutMassachusetts Premium Income Municipal Fund (“Connecticut Premium Income”), Nuveen Floating Rate Income Fund (“Floating Rate Income”), Nuveen Floating Rate Income Opportunity Fund (“Floating Rate Income Opportunity”), Nuveen Georgia Dividend Advantage Municipal Fund 2 (“Georgia Dividend Advantage 2”), Nuveen Maryland Premium Income Municipal Fund (“Maryland Premium Income”Massachusetts Premium”), Nuveen Michigan Quality Income Municipal Fund (“Michigan Quality Income”), Nuveen Missouri Premium Income Municipal Fund (“Missouri Premium Income”Quality”), Nuveen New Jersey Dividend Advantage Municipal Fund (“New Jersey Dividend Advantage”), Nuveen New Jersey Dividend Advantage Municipal Fund 2 (“New Jersey Dividend Advantage 2”Dividend”), Nuveen New Jersey Municipal Value Fund (“New Jersey Value”), Nuveen North Carolina Premium Income Municipal Fund (“North Carolina Premium Income”), Nuveen Ohio Quality Income Municipal Fund (“Ohio Quality”), Nuveen Pennsylvania Investment Quality Income”Municipal Fund (“Pennsylvania Investment Quality”), Nuveen Pennsylvania Municipal Value Fund (“Pennsylvania Value”), Nuveen Preferred and Income Term Fund (“Preferred and Income”), Nuveen Senior Income Fund (“Senior Income”), Nuveen Short Duration Credit Opportunities Fund (“Short Duration Credit Opportunities”), Nuveen Texas Quality Income Municipal Fund (“Texas Quality Income”) and Nuveen Virginia Premium Income Municipal Fund (“Virginia Premium Income”Quality”), each aMassachusetts business trust (each, a “Massachusetts Fund” and collectively, the “Massachusetts Funds”) (the, and Nuveen California Municipal Value Fund, Inc. (“California Value”), a Minnesota Fundscorporation (California Value and the Massachusetts Funds are each a “Fund” and collectively, the “Funds”), will be held in the offices of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois, 60606, on Tuesday, November 26, 2013,17, 2015, 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: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 each |
two (2) Board Members to be elected by the holders of Preferred Shares only, voting separately as a single class. |
b. | For California Value, California Value 2, New Jersey Value and Pennsylvania Value, to elect |
|
|
2. |
To transact such other business as may properly come before the Annual Meeting. |
Shareholders of record at the close of business on October 8, 2013September 21, 2015 are entitled to notice of and to vote at the Annual Meeting.
All shareholders are cordially invited to attend the Annual Meeting. In order to avoid delay and additional expense and to assure that your shares are represented, please vote as promptly as possible, regardless of whether or not you plan to attend the Annual Meeting. 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.
If you intend to attend the Annual Meeting in person and you are a record holder of a Fund’s shares, in order to gain admission you must show photographic identification, such as your driver’s license. If you intend to attend the Annual Meeting in person and you hold your shares through a bank, broker or other custodian, in order to gain admission you must show photographic identification, such as your driver’s license, and satisfactory proof of ownership of shares of a Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of a recent date. If you hold your shares in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the Annual Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the Annual Meeting.
Kevin J. McCarthy
Vice President and Secretary
Joint Proxy Statement | 333 West Wacker Drive Chicago, Illinois 60606 (800) 257-8787 |
October 17, 20137, 2015
This Joint Proxy Statement is first being mailed to shareholders on or about October 22, 2013.9, 2015.
Nuveen Arizona Premium Income Municipal Fund (NAZ, NAZ PrC, NAZ PrD)(NAZ)
Nuveen California AMT-Free Municipal Income Fund (NKX)
Nuveen California Dividend Advantage Municipal Fund (NAC)
Nuveen California Dividend Advantage Municipal Fund 2 (NVX)
Nuveen California Dividend Advantage Municipal Fund 3 (NZH)
Nuveen California Municipal Value Fund, Inc. (NCA)
Nuveen California Municipal Value Fund 2 (NCB)
Nuveen ConnecticutMassachusetts Premium Income Municipal Fund (NTC, NTC PrC, NTC PrD, NTC PrE, NTC PrF, NTC PrG)
Nuveen Floating Rate Income Fund (JFR)
Nuveen Floating Rate Income Opportunity Fund (JRO)
Nuveen Georgia Dividend Advantage Municipal Fund 2 (NKG, NKG PrC, NKG PrD, NKG PrE)
Nuveen Maryland Premium Income Municipal Fund (NMY, NMY PrC, NMY PrD, NMY PrE, NMY PrF, NMY PrG, NMY PrH)(NMT)
Nuveen Michigan Quality Income Municipal Fund (NUM, NUM PrC)
Nuveen Missouri Premium Income Municipal Fund (NOM, NOM PrC)(NUM)
Nuveen New Jersey Dividend Advantage Municipal Fund (NXJ)
Nuveen New Jersey Dividend Advantage Municipal Fund 2 (NUJ, NUJ PrC)
Nuveen New Jersey Investment Quality Municipal Fund, Inc. (NQJ)
Nuveen New Jersey Municipal Value Fund (NJV)
Nuveen New Jersey Premium Income Municipal Fund, Inc. (NNJ)
Nuveen North Carolina Premium Income Municipal Fund (NNC, NNC PrC, NNC PrD, NNC PrE, NNC PrF, NNC PrG)
Nuveen Ohio Quality Income Municipal Fund (NUO)
Nuveen Pennsylvania Investment Quality Municipal Fund (NQP)
Nuveen Pennsylvania Municipal Value Fund (NPN)
Nuveen Preferred and Income Term Fund (JPI)
Nuveen Senior Income Fund (NSL)
Nuveen Short Duration Credit Opportunities Fund (JSD)
Nuveen Texas Quality Income Municipal Fund (NTX, NTX PrC)(NTX)
Nuveen Virginia Premium Income Municipal Fund (NPV)
1
General Information
This Joint Proxy Statement is furnished in connection with the solicitation by the Board of DirectorsTrustees or TrusteesDirectors (each a “Board” and collectively, the “Boards,” and each DirectorTrustee or Trustee,Director, a “Board Member” and collectively, the “Board Members”) of Nuveen California Municipal Value Fund, Inc. (“California Value”), Nuveen New Jersey Investment Quality Municipal Fund, Inc. (“New Jersey Investment Quality”) and Nuveen New Jersey Premium Income Municipal Fund, Inc. (“New Jersey Premium Income”),each a Minnesota Corporation (each a “Minnesota Fund” and collectively, the “Minnesota Funds”), andof Nuveen Arizona Premium Income Municipal Fund (“Arizona Premium Income”Premium”), Nuveen California AMT-Free Municipal Income Fund (“California AMT-Free”), Nuveen California Dividend Advantage Municipal Fund (“California Dividend”), Nuveen California Dividend Advantage Municipal Fund 2 (“California Dividend Advantage 2”), Nuveen California Dividend Advantage Municipal Fund 3 (“California Dividend Advantage 3”), Nuveen California Municipal Value Fund 2 (“California Value 2”), Nuveen ConnecticutMassachusetts Premium Income Municipal Fund (“Connecticut Premium Income”), Nuveen Floating Rate Income Fund (“Floating Rate Income”), Nuveen Floating Rate Income Opportunity Fund (“Floating Rate Income Opportunity”), Nuveen Georgia Dividend Advantage Municipal Fund 2 (“Georgia Dividend Advantage 2”), Nuveen Maryland Premium Income Municipal Fund (“Maryland Premium Income”Massachusetts Premium”), Nuveen Michigan Quality Income Municipal Fund (“Michigan Quality Income”), Nuveen Missouri Premium Income Municipal Fund (“Missouri Premium Income”Quality”), Nuveen New Jersey Dividend Advantage Municipal Fund (“New Jersey Dividend Advantage”), Nuveen New Jersey Dividend Advantage Municipal Fund 2 (“New Jersey Dividend Advantage 2”Dividend”), Nuveen New Jersey Municipal Value Fund (“New Jersey Value”), Nuveen North Carolina Premium Income Municipal Fund (“North Carolina Premium Income”), Nuveen Ohio Quality Income Municipal Fund (“Ohio Quality”), Nuveen Pennsylvania Investment Quality Income”Municipal Fund (“Pennsylvania Investment Quality”), Nuveen Pennsylvania Municipal Value Fund (“Pennsylvania Value”), Nuveen Preferred and Income Term Fund (“Preferred and Income”), Nuveen Senior Income Fund (“Senior Income”), Nuveen Short Duration Credit Opportunities Fund (“Short Duration Credit Opportunities”), Nuveen Texas Quality Income Municipal Fund (“Texas Quality Income”) and Nuveen Virginia Premium Income Municipal Fund (“Virginia Premium Income”Quality”), each aMassachusetts Business Trustbusiness trust (each, a “Massachusetts Fund” and collectively, the “Massachusetts Funds”) (the, and Nuveen California Municipal Value Fund, Inc. (“California Value”), aMinnesota corporation (California Value and the Massachusetts Funds and Minnesota Funds are each a “Fund” and collectively, the “Funds”), of proxies to
1
be voted at the Annual Meeting of Shareholders to be held in the offices of Nuveen Investments, Inc. (“Nuveen” or “Nuveen Investments”), 333 West Wacker Drive, Chicago, Illinois, 60606, on Tuesday, November 26, 2013,17, 2015 at 2:00 p.m., Central time (for each Fund, an “Annual Meeting” and collectively, the “Annual Meetings”), and at any and all adjournments thereof.
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 votedFOR the election of the nominees as listed in this Joint Proxy Statement andFOR the elimination of the current fundamental investment policy and the adoption of a new fundamental investment policy for California Dividend Advantage 2.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 Annual Meeting and voting in person. A prior proxy can also be revoked by voting again through the toll-free number or the Internet address listed in the proxy card. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.
The Board of each Fund has determined that the use of this Joint Proxy Statement for each Annual Meeting is in the best interest of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders.
2
The following table indicates which shareholders are solicited with respect to each matter:
Matter | Common Shares | Preferred Shares(1) | ||||
1(a)(i) | For each | X | X | |||
1(a)(ii) | For each | X | ||||
1(b) | For California Value, California Value 2, New Jersey Value and Pennsylvania Value, election of | X | N/A | |||
| ||||||
| ||||||
| ||||||
| ||||||
| ||||||
|
3
|
(1) |
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 or by proxy, will constitute a quorum of shareholders at that Annual Meeting, except that for the election of the two Board Member nominees to be elected by holders of Preferred Shares of(for each Fund (exceptexcept California Value, California Value 2, Floating Rate Income, Floating Rate Income Opportunity, New Jersey Value and Pennsylvania Value, Preferred and Income, Senior Income and Short Duration Credit Opportunities)Value), 33-33 1/3% of the Preferred Shares entitled to vote and represented in person or by proxy will constitute a quorum. Votes cast by proxy or in person 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.
VRDP Shares held in “street name” as to which voting instructions have not been received from the beneficial owners or persons entitled to vote as of one business day before the Annual Meeting, or, if adjourned, one business day before the day to which the Annual Meeting is adjourned, and that would otherwise be treated as “broker non-votes” may, pursuant to Rule 452 of the New York Stock Exchange (“NYSE”), be voted by the broker on the proposal in the same proportion as the votes cast by all holders of VRDP Shares as a class who have voted on the proposal or in the same proportion as the votes cast by all holders of VRDP Shares of the Fund who have voted on that item. Rule 452 permits proportionate voting of VRDP Shares with respect to a particular item if, among other things, (i) a minimum of 30% of the VRDP Shares or shares of a series of VRDP Shares outstanding has been voted by the holders of such shares with respect to such item, (ii) less than 10% of the VRDP Shares or shares of a series of VRDP Shares 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
3
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.
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, the affirmative vote of a plurality of the shares present and entitled to vote at the Annual Meeting will be required to elect the Board Members of that Fund. For purposes of determining the approval of the proposal to elect nomineesBoard Members for each Fund, abstentions and broker non-votes will have no effect on the election of Board Members. For purposes of determining the approval of the elimination of the fundamental investment policy and the approval of the new fundamental investment policy for California Dividend Advantage 2, a change will only be consummated if approved by the affirmative vote of the holders of a majority of the outstanding shares of the Fund’s Common Shares and Preferred Shares, voting together as a single class, and by the affirmative vote of a majority of the Fund’s outstanding Preferred Shares, voting as a separate class. For this purpose, a majority of the outstanding shares means, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), (a) 67% or more of the voting securities present at the Annual Meeting, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy; or (b) more than 50% of the outstanding voting securities, whichever is less. For purposes of determining the approval of the elimination of the fundamental investment policy and the approval of the new fundamental investment policy, abstentions and broker non-votes will have the same effect as shares voted against the proposal.
Variable Rate Demand Preferred Shares held in “street name” as to which voting instructions have not been received from the beneficial owners or persons entitled to vote as of one
4
business day before the Annual Meeting, or, if adjourned, one business day before the day to which the Annual Meeting is adjourned, and that would otherwise be treated as “broker non-votes” may, pursuant to Rule 452 of the New York Stock Exchange, be voted by the broker on the proposal in the same proportion as the votes cast by all holders of Variable Rate Demand Preferred Shares as a class who have voted on the proposal or in the same proportion as the votes cast by all holders of Preferred Shares of the Fund who have voted on that item. Rule 452 permits proportionate voting of Variable Rate Demand Preferred Shares with respect to a particular item if, among other things, (i) a minimum of 30% of the Variable Rate Demand Preferred Shares or shares of a series of Variable Rate Demand Preferred Shares outstanding has been voted by the holders of such shares with respect to such item and (ii) less than 10% of the Variable Rate Demand Preferred Shares or shares of a series of Variable Rate Demand Preferred Shares outstanding has been voted by the holders of such shares against such item. 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.effect.
Those persons who were shareholders of record at the close of business on October 8, 2013Monday, September 21, 2015 will be entitled to one vote for each share held and a proportionate fractional vote for each fractional sharevote held. As of October 8, 2013,September 21, 2015, the shares of the Funds were issued and outstanding as follows:
Fund | Ticker Symbol* | Common Shares | Preferred Shares | |||||||||
Arizona Premium Income | NAZ | 11,563,884 | MTP NAZ PrC | 2,982,500 | ||||||||
MTP NAZ PrD | 2,084,600 | |||||||||||
VMTP Series 2014 | 280 | |||||||||||
California Dividend Advantage 2 | NVX | 14,759,237 | VRDP Series 1 | 980 | ||||||||
California Dividend Advantage 3 | NZH | 24,151,884 | VRDP Series 1 | 1,600 | ||||||||
California Value | NCA | 25,283,751 | N/A | |||||||||
California Value 2 | NCB | 3,287,900 | N/A | |||||||||
Connecticut Premium Income | NTC | 14,688,976 | MTP NTC PrC | 1,830,000 | ||||||||
MTP NTC PrD | 1,778,000 | |||||||||||
MTP NTC PrE | 2,047,000 | |||||||||||
MTP NTC PrF | 1,695,000 | |||||||||||
MTP NTC PrG | 3,200,000 | |||||||||||
Floating Rate Income | JFR | 55,169,216 | N/A | |||||||||
Floating Rate Income Opportunity | JRO | 38,478,782 | N/A | |||||||||
Georgia Dividend Advantage 2 | NKG | 10,548,789 | MTP NKG PrC | 3,226,500 | ||||||||
MTP NKG PrD | 2,834,000 | |||||||||||
MTP NKG PrE | 1,434,000 | |||||||||||
Maryland Premium Income | NMY | 24,104,664 | MTP NMY PrC | 3,877,500 | ||||||||
MTP NMY PrD | 3,581,800 | |||||||||||
MTP NMY PrE | 2,648,500 | |||||||||||
MTP NMY PrF | 2,730,000 | |||||||||||
MTP NMY PrG | 2,070,000 | |||||||||||
MTP NMY PrH | 1,706,600 |
5
Fund | Ticker Symbol* | Common Shares | Preferred Shares | |||||||||
Michigan Quality Income | NUM | 20,848,188 | MTP NUM PrC | 1,631,300 | ||||||||
VMTP Series 2014 | 1,418 | |||||||||||
Missouri Premium Income | NOM | 2,329,104 | MTP NOM PrC | 1,788,000 | ||||||||
New Jersey Dividend Advantage | NXJ | 6,570,688 | VRDP Series 1 | 450 | ||||||||
New Jersey Dividend Advantage 2 | NUJ | 4,527,014 | MTP NUJ PrC | 3,505,000 | ||||||||
New Jersey Investment Quality | NQJ | 20,490,335 | VRDP Series 2 | 1,443 | ||||||||
New Jersey Value | NJV | 1,565,036 | N/A | |||||||||
New Jersey Premium Income | NNJ | 12,083,027 | VRDP Series 2 | 886 | ||||||||
North Carolina Premium Income | NNC | 16,548,508 | MTP NNC PrC | 2,430,000 | ||||||||
MTP NNC PrD | 2,553,500 | |||||||||||
MTP NNC PrE | 1,660,000 | |||||||||||
MTP NNC PrF | 2,970,000 | |||||||||||
MTP NNC PrG | 2,872,500 | |||||||||||
Ohio Quality Income | NUO | 18,521,955 | VRDP Series 1 | 1,480 | ||||||||
Pennsylvania Value | NPN | 1,219,352 | N/A | |||||||||
Preferred and Income | JPI | 22,752,777 | N/A | |||||||||
Senior Income | NSL | 38,626,872 | N/A | |||||||||
Short Duration Credit Opportunities | JSD | 10,095,286 | N/A | |||||||||
Texas Quality Income | NTX | 10,027,210 | MTP NTX PrC | 7,092,000 | ||||||||
Virginia Premium Income | NPV | 17,933,247 | VRDP Series 1 | 1,280 |
Fund | Ticker Symbol(1) | Common Shares | Preferred Shares | |||||||||
Arizona Premium | NAZ | 11,567,285 | VMTP Series 2016 | 790 | ||||||||
California AMT-Free | NKX | 47,708,455 | VRDP Series 2 | 355 | ||||||||
VRDP Series 3 | 427 | |||||||||||
VRDP Series 4 | 1,090 | |||||||||||
VRDP Series 5 | 1,044 | |||||||||||
iMTP Series 2018 | 7,200 | |||||||||||
California Dividend | NAC | 107,383,777 | VRDP Series 1 | 1,362 | ||||||||
VRDP Series 2 | 910 | |||||||||||
VRDP Series 3 | 498 | |||||||||||
VRDP Series 4 | 1,056 | |||||||||||
VRDP Series 5 | 1,589 | |||||||||||
VRDP Series 6 | 1,581 | |||||||||||
California Dividend 2 | NVX | 14,759,237 | VRDP Series 1 | 980 | ||||||||
California Dividend 3 | NZH | 24,151,884 | VRDP Series 1 | 1,600 | ||||||||
California Value | NCA | 25,774,349 | N/A | |||||||||
California Value 2 | NCB | 3,287,900 | N/A | |||||||||
Massachusetts Premium | NMT | 9,346,876 | VMTP Series 2017 | 740 | ||||||||
Michigan Quality | NUM | 20,828,388 | VMTP Series 2016 | 1,590 | ||||||||
New Jersey Dividend | NXJ | 42,702,278 | VRDP Series 1 | 810 | ||||||||
VRDP Series 2 | 1,443 | |||||||||||
VRDP Series 3 | 886 | |||||||||||
New Jersey Value | NJV | 1,550,036 | N/A | |||||||||
Ohio Quality | NUO | 18,521,955 | VRDP Series 1 | 1,480 | ||||||||
Pennsylvania Investment Quality | NQP | 37,760,842 | VMTP Series 2017 | 480 | ||||||||
VRDP Series 2 | 1,125 | |||||||||||
VRDP Series 3 | 1,050 | |||||||||||
Pennsylvania Value | NPN | 1,219,352 | N/A | |||||||||
Texas Quality | NTX | 10,027,210 | iMTP Series 2018 | 14,400 |
The Common Shares of all of the Funds are listed on the |
4
1. | Election of Board Members |
Minnesota Funds
At the Annual Meeting of each Minnesota Fund, except California Value, Board Members are to be elected to serve until the next annual meeting or until their successors have been duly elected and qualified. Under the terms of each Minnesota Fund’s organizational documents (except California Value), under normal circumstances, holders of Preferred Shares are entitled to elect two (2) Board Members, and the remaining Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Pursuant to the organizational documents of California Value, its Board is divided into three classes, with each class being elected to serve until the third succeeding annual meeting subsequent to their election or thereafter in each case when their respective successors are duly elected and qualified. For California Value, four (4) Board Members are nominated to be elected at this Annual Meeting.
6
With respect to California Value, Board Members Hunter, Stockdale, Stone and Stringer have been designated as Class I Board Members and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2016 or until their successors have been duly elected and qualified. Board Members Adams, Bremner, Evans, Kundert, Nelson, Schneider, Schreier and Toth are current and continuing Board Members. Board Members Adams, Kundert, Nelson and Toth have been designated as Class II Board Members for a term expiring at the annual meeting of shareholders in 2014 or until their successors have been duly elected and qualified. Board Members Bremner, Evans, Schneider and Schreier have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2015 or until their successors have been duly elected and qualified.
Massachusetts Funds
Pursuant to the organizational documents of each Massachusetts Fund, each Board is divided into three classes, Class I, Class II and Class III, 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 Arizona Premium, California AMT-Free, California Dividend, California Dividend 2, California Dividend 3, Massachusetts Premium, Michigan Quality, New Jersey Dividend, Ohio Quality, Pennsylvania Investment Quality and Texas Quality, each Massachusetts Fund with Preferred Shares outstanding, under normal circumstances, 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.
For each Massachusetts Fund, except California Value 2, |
(i) |
|
7
|
(ii) |
For California Value, California Value 2, |
Board Members Hunter, Stockdale, Stone and Stringer have been designated as Class I Board Members for a term expiring at the annual meeting of shareholders in 2016 or until their successors have been duly elected and qualified. Board Members Adams, Bremner, Evans, Kundert, Nelson, Schneider, Schreier and Toth are current and continuing Board Members. Board Members Adams, Kundert, Nelson and Toth have been designated Class II Board Members for a term expiring at the annual meeting of shareholders in 2014 or until their successors have been duly elected and qualified. Board Members Bremner, Evans, Schneider and Schreier have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2015 or until their successors have been duly elected and qualified.
5
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 or unwilling to accept nomination for election, the proxies will be voted for substitute nominees, if any, designated by that Fund’s present Board.
Class II Board Members:For each Minnesota Fund, except forArizona Premium, California Value, each Board Member exceptCalifornia Value 2, California AMT-Free, California Dividend, California Dividend 2, California Dividend 3, Michigan Quality, New Jersey Dividend, Ohio Quality and Pennsylvania Investment Quality, Board Members Adams, Kundert, Nelson and SchreierToth were lasted elected to the Fund’s Board at the annual meeting of shareholders held on August 5, 2014. For New Jersey Value, Pennsylvania Value and Texas Quality, Board Members Adams, Kundert, Nelson and Toth were lasted elected to the Fund’s Board at the annual meeting of shareholders held on August 5, 2014 and adjourned to August 15, 2014. For Massachusetts Premium, Board Members Adams, Kundert, Nelson and Toth were lasted elected to the Fund’s Board at the annual meeting of shareholders held on September 11, 2014.
Class I Board Members: For Pennsylvania Investment Quality, Board Members Stockdale, Stone and Stringer were last elected to the Fund’s Board at the annual meeting of shareholders held on November 22, 2013. For Arizona Premium, California Dividend 2, California Dividend 3, Michigan Quality, New Jersey Dividend, Ohio Quality and Texas Quality, Board Members Stockdale, Stone and Stringer were last elected to the Fund’s Board at the annual meeting of shareholders held on November 26, 2013. For Massachusetts Premium, Board Members Stockdale, Stone and Stringer were last elected to the Fund’s Board at the annual meeting of shareholders held on January 3, 2014. For California AMT-Free and California Dividend 2, Board Members Stockdale, Stone and Stringer were last elected to the Fund’s Board at the annual meeting of shareholders held on February 24, 2014. For California Value, California Value 2, New Jersey Value and Pennsylvania Value, Board Members Hunter, Stockdale, Stone and Stringer were last elected to the Fund’s Board at the annual meeting of shareholders held on November 26, 2013.
Class III Board Members: For California Dividend 2 and Massachusetts Premium, Board Member Evans was last elected to eachthe Fund’s Board at the annual meeting of shareholders held on November 14, 2012, and adjourned to December 14, 2012.
For California Value,AMT-Free, California Dividend, California Dividend 3, New Jersey Dividend, Pennsylvania Investment Quality and Texas Quality, Board Members Bremner,Member Evans and Schneider werewas last elected to the Fund’s Board as Class III Board Members at the annual meeting of shareholders held on November 14, 2012, and adjourned to December 14, 2012. Board Members Kundert and Toth were last elected to the Fund’s Board as Class II Board Members at the annual meeting of shareholders held on November 15, 2011, and adjourned to December 16, 2011. Board Members Hunter, Stockdale and Stone were last elected to the Fund’s Board as Class I Board Members at the annual meeting of shareholders held on November 16, 2010.
For each Massachusetts Fund, except Arizona Premium Income, California Dividend Advantage 2, Michigan Quality Income, New Jersey Dividend Advantage 2, Ohio Quality Income and Preferred and Income, Board Members Bremner and Evans were last elected to each Fund’s Board as Class III Board Members at the annual meeting of shareholders held on November 14, 2012, and adjourned to December 14, 2012. For California Dividend Advantage 2 and New Jersey Dividend
8
Advantage 2, Board Members Bremner and Evans were last elected to each Fund’s Board as Class III Board Members at the annual meeting of shareholders held on November 14, 2012.
For each Massachusetts Fund, except Arizona Premium Income, California Value 2, Connecticut Premium Income, Floating Rate Income, Floating Rate Income Opportunity, Georgia Dividend Advantage 2, Michigan Quality Income, New Jersey Value, North Carolina Premium Income, Ohio Quality Income, Pennsylvania Value, Preferred and Income, Senior Income and Short Duration Credit Opportunities, Board Members Kundert and Toth were last elected to each Fund’s Board as Class II Board Members at the annual meeting of shareholders held on November 15, 2011 and adjourned to December 16, 2011. For Connecticut Premium Income, Georgia Dividend Advantage 2 and North Carolina Premium Income, Board Members Kundert and Toth were last elected to each Fund’s Board as Class II Board Members at the annual meeting of shareholders held on December 16, 2011 and adjourned to January 31, 2012.
For each Massachusetts Fund, except Arizona Premium Income, California Value 2, Floating Rate Income, Floating Rate Income Opportunity, Michigan Quality Income, New Jersey Value, Ohio Quality Income, Pennsylvania Value, Preferred and Income, Senior Income and Short Duration Credit Opportunities, Board Members Stockdale and Stone were last elected to the Fund’s Board as Class I Board Members at the annual meeting of shareholders held on November 16, 2010 and, for Missouri Premium Income and Texas Quality Income, adjourned to January 6, 2011.
For each Massachusetts Fund, except Arizona Premium Income, California Dividend Advantage 2, California Value 2, Floating Rate Income, Floating Rate Income Opportunity, Michigan Quality Income, New Jersey Dividend Advantage 2, New Jersey Value, Ohio Quality Income, Pennsylvania Value, Preferred and Income, Senior Income and Short Duration Credit Opportunities, Board Members Hunter and Schneider were last elected to each Fund’s Board at the annual meeting of shareholders held on November 14, 2012 and adjourned to December 14, 2012. For California Dividend Advantage 2 and New Jersey Dividend Advantage 2, Board Members Hunter and Schneider were last elected to each Fund’s Board at the annual meeting of shareholders held on November 14, 2012.
ForValue, California Value 2, Floating Rate Income, Floating Rate Income Opportunity, New Jersey Value and Pennsylvania Value, Senior Income and Short Duration Credit Opportunities, Board Members Bremner, Evans and Schneider were last elected to each Fund’sthe Funds Board as Class III Board Members at the annual meeting of shareholders held on November 14, 2012 and adjourned to December 14, 2012.
For California Value 2, Floating Rate Income, Floating Rate Income Opportunity, New Jersey Value, Pennsylvania Value and Senior Income, Board Members Kundert and Toth were last elected to each Fund’s Board as Class II Board Members at the annual meeting of shareholders held on November 15, 2011. Board Members Hunter, Stockdale and Stone were last elected to each Fund’s Board as Class I Board Members at the annual meeting of shareholders held on November 16, 2010.
For Short Duration Credit Opportunities, each Board Member except Board Members Adams, Bremner, Evans, Nelson, Schneider and Schreier was approved by the initial shareholder of the Fund, Nuveen Funds Advisors, LLC f/k/a Nuveen Fund Advisors, Inc. (the “Adviser”), on May 23, 2011.
9
For Preferred and Income, each Board Member except Board Members Adams, Nelson and Schreier was approved by the initial shareholder of the Fund, the Adviser, on July 26, 2012.
For Michigan Quality, Income, each Board Member except Board Members Adams, Nelson and SchreierEvans was elected by the initial shareholder of the Fund Nuveen Michigan Quality Income Municipal Fund, Inc., on January 7, 2013.
For Arizona Premium Income, each Board Member except Board Members Adams, Nelson and SchreierEvans was elected by the initial shareholder of the Fund, Nuveeneach of Arizona Premium Income Municipal Fund, Inc.,and Ohio Quality on April 8, 2013.
For Ohio Quality Income, each Board Member except Board Members Adams, Nelson and Schreier was elected by the initial shareholder of the Fund, Nuveen Ohio Income Municipal Fund, Inc., on April 8, 2013.
Effective January 1, 2011, Ms. Stringer was appointed as a Board Member for each Fund except Short Duration Credit Opportunities and Preferred and Income, and designated as a Class I Board Member with respect to California Value and each Massachusetts Fund.
Effective September 1, 2013, Mr. Adams and Mr. Nelson were appointed as Board Members for each Fund and designated as Class II Board Members with respect to California Value and each Massachusetts Fund. Effective On September 1, 2013, Mr. Schreier was appointed as ato the Board Member forof each FundFund.
Board Members Elected by Holders of Preferred Shares: For Arizona Premium, CaliforniaAMT-Free, California Dividend, California Dividend 2, California Dividend 3, Michigan Quality, New Jersey Dividend, Ohio Quality and designated as a Class IIIPennsylvania Investment Quality, Board Member with respectMembers Hunter and Schneider were lasted elected to California Valuethe Fund’s Board at the annual meeting of
6
shareholders held on August 5, 2014. For Texas Quality, Board Members Hunter and eachSchneider were lasted elected to the Fund’s Board at the annual meeting of shareholders held on August 5, 2014 and adjourned to August 15, 2014. For Massachusetts Fund.Premium, Board Members Hunter and Schneider were lasted elected to the Fund’s Board at the annual meeting of shareholders held on September 11, 2014.
Other than Messrs. Adams and Schreier, (for all Funds), all Board Member nominees and current and continuing Board Members are not “interested persons”persons,” as defined in the Investment Company Act of 1940, Act,as amended (the “1940 Act”), of the Funds or of the Adviser, Nuveen Fund Advisors, LLC (“Adviser”), and have never been an employee or director of Nuveen, Investments, Inc. (“Nuveen” or “Nuveen Investments”), the Adviser’s parent company, or any affiliate. Accordingly, such Board Members are deemed “Independent Board Members.”
10
The Board unanimously recommends that shareholders vote FOR the election of the nominees named below.nominees.
Board Nominees/Board Members
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 | Number of Portfolios in Fund Complex Overseen by Board Member | Other Directorships Held by Board Member During the Past Five Years | |||||
Nominees/Board Members who are not | ||||||||||
William J. Schneider(2) c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 1944 | Chairman of the | Term: Annual or Class III Board Member until 2015 annual shareholder meeting(3)
Length of Service: Since 1996, Chairman of the Board Since July 1, 2013 | Chairman of Miller-Valentine Partners, | |||||||
|
| None |
117
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 | Number of Portfolios in Fund Complex Overseen by Board Member | Other Directorships Held by Board Member During the Past Five Years | |||||
Jack B. Evans c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 1948 | Board Member | Term:
Length of Service: Since 1999 | President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Director, Source Media Group; Life Trustee of Coe College and | Director and Chairman, United Fire Group, a publicly held company; formerly, Director, Alliant | ||||||
William C. Hunter c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 1948 | Board Member | Term: Annual or Class I Board Member until
Length of Service: Since 2004 | Dean Emeritus (since | Director (since 2004) of Xerox |
128
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 | Number of Portfolios in Fund Complex Overseen by Board Member | Other Directorships Held by Board Member During the Past Five Years | |||||
David J. Kundert c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 1942 | Board Member | Term:
Length of Service: Since 2005 | Formerly, Director, Northwestern Mutual Wealth Management Company (2006-2013); retired (since 2004) as Chairman, JPMorgan Fleming Asset Management, President and CEO, Banc One Investment Advisors Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Bank One Corporation and Chairman and CEO, Banc One Investment Management Group; Regent Emeritus, Member of Investment Committee, Luther College; Member of the Wisconsin Bar Association; Member of Board of Directors | None |
139
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 | Number of Portfolios in Fund Complex Overseen by Board Member | Other Directorships Held by Board Member During the Past Five Years | |||||
John K. Nelson c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, 1962 | Board Member | Term:
Length of Service: Since 2013 |
formerly, Trustee at St. Edmund Preparatory School in New York | None |
1410
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 | Number of Portfolios in Fund Complex Overseen by Board Member | Other Directorships Held by Board Member During the Past Five Years | |||||
Judith M. Stockdale c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 1947 | Board Member | Term:
Length of Service: Since 1997 | None | |||||||
Carole E. Stone c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 1947 | Board Member | Term:
Length of Service: Since 2007 | Director, Chicago Board Options Exchange, Inc. (since 2006); Director, C2 Options Exchange, Incorporated (since 2009); formerly, Commissioner, New York State Commission on Public Authority Reform | Director, CBOE Holdings, Inc. (since 2010). | ||||||
Virginia L. Stringer c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 1944 | Board Member | Term:
Length of Service: Since 2011 | Board Member, Mutual Fund Directors Forum; former Member, Governing Board, Investment Company Institute’s Independent Directors Council; non-profit board member and former | Previously, Independent Director (1987-2010) and Chair(1997-2010), First American Fund Complex. |
1511
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 | Number of Portfolios in Fund Complex Overseen by Board Member | Other Directorships Held by Board Member During the Past Five Years | |||||
Terence J. Toth c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 1959 | Board Member | Term:
Length of Service: Since 2008 | Managing Partner, Promus Capital (since 2008); Director, Fulcrum IT Service LLC (since 2010), Quality Control Corporation (since 2012) and LogicMark LLC (since 2012); formerly, Director, Legal & General Investment Management America, Inc. (2008-2013); formerly, CEO and President, Northern Trust Global Investments(2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); Member, Chicago Fellowship Board (since 2005), Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (since 2012) | None |
1612
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 | Number of Portfolios in Fund Complex Overseen by Board Member | Other Directorships Held by Board Member During the Past Five Years | |||||
Nominees/Board Members who are “interested persons” of the Funds | ||||||||||
William Adams IV
| Board Member | Term: Class II Board Member until
Length of Service: Since 2013 | Senior Executive Vice President, Global Structured Products (since 2010) of Nuveen Investments, Inc. | None | ||||||
Thomas S. Schreier, Jr.
| Board Member | Term: Class III Board Member until 2015 annual shareholder meeting Length of Service: Since 2013 | Vice Chairman, Wealth Management of Nuveen Investments, Inc. (since 2011); Co-President of Nuveen Fund Advisors, LLC; Chairman of Nuveen Asset Management, LLC (since 2011); Co-Chief Executive Officer of Nuveen Securities, LLC (since 2011); Director of Allina Health and a member of its Finance, Audit and Investment Committees; Member of the Board of Governors and Chairman’s Council of the Investment Company Institute; formerly, Chief Executive Officer (2000-2010) and Chief Investment Officer (2007-2010) of FAF Advisors, Inc.; formerly, President of First American Funds | None |
(1) | Length of Time Served indicates the year in which the individual became a Board Member of a fund in the Nuveen |
(2) | Mr. Schneider is one of several owners and managing members in two limited liability companies and a general partner and one member of the governing body of a general partnership, each engaged in real estate ownership activities. In connection with their ordinary course of investment activities, court appointed receivers have been named for certain individual properties owned by such entities. The individual properties for which a receiver has been appointed represent an immaterial portion of the portfolio assets owned by these entities. |
13
(3) | For California Value, California Value 2, New Jersey Value and Pennsylvania Value, Board Member Hunter serves as a Class I Board Member and Board Member Schneider serves as a Class III Board Member. |
(4) | Ms. Stringer has announced her intention to retire from the Board as of December 31, 2015. She will continue to serve as a Class I Board Member until her retirement on December 31, 2015. |
(5) | Mr. Toth serves as a director on the Board of Directors of the Mather Foundation (the “Foundation”) and is a member of its investment committee. The Foundation is the parent of the Mather LifeWays organization, a non-profit charitable organization. Prior to Mr. Toth joining the Board of the Foundation, the Foundation selected Gresham Investment Management (“Gresham”), an affiliate of |
In order to create an appropriate identity of interests between Board Members and shareholders, the Boards of Directors/Trustees of the Nuveen funds 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 Nuveen fund complex.
17
The dollar range of equity securities beneficially owned by each Board Member in each Fund and all Nuveen funds overseen by the Board Member as of December 31, 20122014 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 December 31, 20122014 is also set forth in Appendix A. On December 31, 2012,2014, Board Members and executive officers as a group beneficially owned approximately 1,700,0002,100,000 shares of all funds managed by the Adviser (including shares held by the Board Members through the Deferred Compensation Plan for Independent Board Members and by executive officers in Nuveen’s 401(k)/profit sharing plan). As of October 8, 2013,September 21, 2015, each Board Member’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of eachthe Fund. As of October 8, 2013,September 21, 2015, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund. As of October 8, 2013,September 21, 2015, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as provided in Appendix B.
Compensation
Prior to January 1, 2013,2015, each Independent Board Member received a $130,000$150,000 annual retainer plus: (a) a fee of $4,500$5,000 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled meetings of the Board meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (d) a fee of $2,500 per meeting for attendance in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone at Dividend Committee meetings; (f) a fee of $2,500 per meeting for attendance in person or by telephone at Closed-End Funds Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such
14
meetings where in-person attendance was not required, provided that no fees were received for meetings held on days on which regularly scheduled Board meetings were held; and (g) a fee of $500 per meeting for attendance in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) where in-person attendance was required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance was not required, 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; and (g) a fee of $2,500 per meeting for attendance in person or by telephone at Closed-End Funds Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required, 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 Chairman of the Board received $75,000, the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee and the Closed-End Funds Committee received $12,500 each and the chairperson of the Nominating and Governance Committee received $5,000 as additional annual retainers. Independent Board Members also received a fee of $3,000 per day for site visits to entities that providedprovide services to the Nuveen funds on days on which no Board meeting was held. When ad hoc committees
18
were organized, the Nominating and Governance Committee at the time of formation determined compensation to be paid to the members of such committees; however, in general, such fees were $1,000 per meeting for attendance in person or by telephone at ad hoc committee meetings where in-person attendance was required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required. The annual retainer, fees and expenses were allocated among the Nuveen funds on the basis of relative net assets, although management mightmay have, in its discretion, established a minimum amount to be allocated to each fund.
Effective January 1, 2013,2015, each Independent Board Members receiveMember receives a $140,000$160,000 annual retainer plus: (a) a fee of $4,500$5,250 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled meetings of the Board where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (d) a fee of $2,500 per meeting for attendance in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone at Dividend Committee meetings; (f) a fee of $2,500 per meeting for attendance in person or by telephone at Closed-End Funds Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required, provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held; and (g) a fee of $500 per meeting for attendance in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) where in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required, and $100 per meeting when the Executive Committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings, provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held; and (g) a fee of $2,500 per meeting for attendance in person or by telephone at Closed-End Funds Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required, provided that no fees are received for meetings held on days on which regularly scheduled Board
15
meetings are held. In addition to the payments described above, the Chairman of the Board receives $75,000, the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee and the Closed-End Funds Committee receive $12,500 each and the chairperson of the Nominating and Governance Committee receives $5,000 as additional annual retainers. Independent Board Members also receive a fee of $3,000 per day for site visits to entities that provide services to the Nuveen funds on days on which no Board meeting is held. When ad hoc committees are organized, the Nominating and Governance Committee will at the time of formation determine compensation to be paid to the members of such committees;committee; however, in general, such fees will be $1,000 per meeting for attendance in person or by telephone at ad hoc committee meetings where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses are allocated among the Nuveen funds on the basis of relative net assets, although management may, in its discretion, establish a minimum amount to be allocated to each fund.
19
The boards of certainFunds do not have retirement or pension plans. Certain Nuveen funds (the “Participating Funds”) establishedparticipate in a Deferreddeferred compensation plan (the “Deferred Compensation Plan forPlan”) that permits an Independent Board Members (“Deferred Compensation Plan”). Under the Deferred Compensation Plan, Independent Board Members of the Participating Funds mayMember 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 they earn for their serviceswould 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 Participating Funds, in lieu of receiving current payments of such compensation. Any deferred amount is treated as though an equivalent dollar amountvalue 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 five 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 and the Board Members of each Fund who are not Independent Board Members serve without any compensation from the Funds.
2016
The table below shows, for each Independent Board Member, the aggregate compensation paid by each Fund to eachthe Independent Board Member Member/nominee for its last fiscal year:year.
Aggregate Compensation from the Funds(1) | ||||||||||||||||||||||||||||||||||||||||
Fund | Robert P. Bremner | Jack B. Evans | William C. Hunter | David J. Kundert | John K. Nelson* | William J. Schneider | Judith M. Stockdale | Carole E. Stone | Virginia L. Stringer | Terence J. Toth | ||||||||||||||||||||||||||||||
Arizona Premium Income | $ | 323 | $ | 241 | $ | 222 | $ | 247 | $ | — | $ | 271 | $ | 241 | $ | 246 | $ | 222 | $ | 265 | ||||||||||||||||||||
California Dividend Advantage 2 | 1,125 | 847 | 770 | 887 | — | 971 | 861 | 855 | 770 | 923 | ||||||||||||||||||||||||||||||
California Dividend Advantage 3 | 1,707 | 1,285 | 1,169 | 1,346 | — | 1,473 | 1,306 | 1,297 | 1,169 | 1,400 | ||||||||||||||||||||||||||||||
California Value | 866 | 649 | 589 | 679 | — | 745 | 659 | 655 | 589 | 708 | ||||||||||||||||||||||||||||||
California Value 2 | 187 | 139 | 127 | 142 | — | 156 | 139 | 142 | 127 | 153 | ||||||||||||||||||||||||||||||
Connecticut Premium Income | 7,633 | 5,295 | 6,215 | 656 | — | 688 | 3,744 | 5,942 | 6,243 | 6,874 | ||||||||||||||||||||||||||||||
Floating Rate Income | 3,277 | 2,686 | 2,434 | 2,904 | — | 3,057 | 2,713 | 2,680 | 2,487 | 2,811 | ||||||||||||||||||||||||||||||
Floating Rate Income Opportunity | 2,155 | 1,766 | 1,600 | 1,907 | — | 2,010 | 1,782 | 1,763 | 1,635 | 1,848 | ||||||||||||||||||||||||||||||
Georgia Dividend Advantage 2 | 967 | 643 | 783 | — | — | — | 436 | 742 | 786 | 855 | ||||||||||||||||||||||||||||||
Maryland Premium Income | 534 | 495 | 241 | 1,311 | — | 1,373 | 710 | 416 | 242 | 365 | ||||||||||||||||||||||||||||||
Michigan Quality Income | 1,674 | 1,256 | 1,148 | 1,303 | — | 1,427 | 1,268 | 1,274 | 1,148 | 1,375 | ||||||||||||||||||||||||||||||
Missouri Premium Income | 483 | 369 | 342 | 381 | — | 403 | 372 | 367 | 344 | 397 | ||||||||||||||||||||||||||||||
New Jersey Dividend Advantage | 483 | 369 | 342 | 381 | — | 403 | 372 | 367 | 344 | 397 | ||||||||||||||||||||||||||||||
New Jersey Dividend Advantage 2 | 340 | 260 | 241 | 268 | — | 284 | 262 | 259 | 242 | 279 | ||||||||||||||||||||||||||||||
New Jersey Investment Quality | 1,510 | 1,168 | 1,063 | 1,275 | — | 1,341 | 1,207 | 1,143 | 1,067 | 1,233 | ||||||||||||||||||||||||||||||
New Jersey Value | 84 | 64 | 59 | 66 | — | 70 | 64 | 63 | 59 | 69 | ||||||||||||||||||||||||||||||
New Jersey Premium Income | 922 | 713 | 649 | 778 | — | 819 | 737 | 698 | 651 | 753 | ||||||||||||||||||||||||||||||
North Carolina Premium Income | 404 | 373 | 188 | 961 | — | 1,010 | 533 | 311 | 189 | 278 | ||||||||||||||||||||||||||||||
Ohio Quality Income | 821 | 614 | 564 | 629 | — | 688 | 614 | 626 | 564 | 676 | ||||||||||||||||||||||||||||||
Pennsylvania Value | 64 | 49 | 45 | 50 | — | 53 | 49 | 48 | 45 | 52 | ||||||||||||||||||||||||||||||
Preferred and Income | 4,538 | 3,952 | 3,684 | 4,289 | — | 4,372 | 4,168 | 3,889 | 3,731 | 4,004 | ||||||||||||||||||||||||||||||
Senior Income | 1,333 | 1,092 | 990 | 1,180 | — | 1,243 | 1,103 | 1,091 | 1,011 | 1,143 |
Aggregate Compensation from the Funds(1) | ||||||||||||||||||||||||||||||||||||
Fund | Jack B. Evans | William C. Hunter | David J. Kundert | John K. Nelson | William J. Schneider | Judith M. Stockdale | Carole E. Stone | Virginia L. Stringer | Terence J. Toth | |||||||||||||||||||||||||||
Arizona Premium | $ | 702 | $ | 598 | $ | 624 | $ | 593 | $ | 724 | $ | 624 | $ | 656 | $ | 575 | $ | 677 | ||||||||||||||||||
California AMT-Free | 2,992 | 2,545 | 2,795 | 2,525 | 3,215 | 2,743 | 2,720 | 2,445 | 2,878 | |||||||||||||||||||||||||||
California Dividend | 6,658 | 5,663 | 6,225 | 5,618 | 6,925 | 5,879 | 6,048 | 5,442 | 6,402 | |||||||||||||||||||||||||||
California Dividend 2 | 1,012 | 854 | 861 | 867 | 957 | 860 | 885 | 814 | 937 | |||||||||||||||||||||||||||
California Dividend 3 | 1,421 | 1,209 | 1,331 | 1,199 | 1,478 | 1,254 | 1,289 | 1,161 | 1,366 | |||||||||||||||||||||||||||
California Value | 729 | 621 | 681 | 614 | 759 | 642 | 661 | 594 | 701 | |||||||||||||||||||||||||||
California Value 2 | 158 | 135 | 140 | 133 | 163 | 140 | 147 | 129 | 152 | |||||||||||||||||||||||||||
Massachusetts Premium | 578 | 512 | 520 | 510 | 606 | 617 | 552 | 488 | 570 | |||||||||||||||||||||||||||
Michigan Quality | 1,361 | 1,158 | 1,275 | 1,148 | 1,416 | 1,202 | 1,235 | 1,113 | 1,308 | |||||||||||||||||||||||||||
New Jersey Dividend | 5,939 | 5,605 | 2,136 | 5,609 | 2,453 | 4,653 | 4,121 | 5,368 | 4,378 | |||||||||||||||||||||||||||
New Jersey Value | 70 | 62 | 63 | 61 | 73 | 62 | 67 | 59 | 69 | |||||||||||||||||||||||||||
Ohio Quality | 1,288 | 1,096 | 1,206 | 1,087 | 1,340 | 1,137 | 1,169 | 1,053 | 1,238 | |||||||||||||||||||||||||||
Pennsylvania Investment Quality | 2,338 | 2,069 | 2,148 | 2,058 | 2,509 | 2,135 | 2,190 | 1,970 | 2,307 | |||||||||||||||||||||||||||
Pennsylvania Value | 54 | 48 | 48 | 47 | 56 | 48 | 51 | 45 | 53 | |||||||||||||||||||||||||||
Texas Quality | 635 | 541 | 565 | 537 | 655 | 565 | 594 | 520 | 613 | |||||||||||||||||||||||||||
Total Compensation from Nuveen Funds Paid to Independent Board Members/Nominees | $ | 316,080 | $ | 286,000 | $ | 305,850 | $ | 275,500 | $ | 353,138 | $ | 299,890 | $ | 287,819 | $ | 279,500 | $ | 313,964 |
21
Aggregate Compensation from the Funds(1) | ||||||||||||||||||||||||||||||||||||||||
Fund | Robert P. Bremner | Jack B. Evans | William C. Hunter | David J. Kundert | John K. Nelson* | William J. Schneider | Judith M. Stockdale | Carole E. Stone | Virginia L. Stringer | Terence J. Toth | ||||||||||||||||||||||||||||||
Short Duration Credit Opportunities | $ | 1,049 | $ | 861 | $ | 781 | $ | 933 | $ | — | $ | 981 | $ | 872 | $ | 858 | $ | 797 | $ | 901 | ||||||||||||||||||||
Texas Quality Income | 751 | 561 | 515 | 575 | — | 629 | 561 | 572 | 515 | 617 | ||||||||||||||||||||||||||||||
Virginia Premium Income | 389 | 363 | 173 | 975 | — | 1,022 | 525 | 303 | 174 | 265 | ||||||||||||||||||||||||||||||
Total Compensation from Nuveen Funds Paid to Board Members/Nominees | $ | 343,204 | $ | 262,670 | $ | 240,509 | $ | 267,712 | $ | — | $ | 284,299 | $ | 261,411 | $ | 263,100 | $ | 248,600 | $ | 298,475 |
(1) | Includes deferred fees. Pursuant to a deferred compensation agreement with certain |
Fund | Robert P. Bremner | Jack B. Evans | William C. Hunter | David J. Kundert | John K. Nelson(1) | William J. Schneider | Judith M. Stockdale | Carole E. Stone | Virginia L. Stringer | Terence J. Toth | ||||||||||||||||||||||||||||||
California Dividend Advantage 2 | $ | 171 | $ | 219 | $ | — | $ | 887 | $ | — | $ | 971 | $ | 568 | $ | — | $ | — | $ | — | ||||||||||||||||||||
California Dividend Advantage 3 | 260 | 332 | — | 1,346 | — | 1,473 | 861 | — | — | — | ||||||||||||||||||||||||||||||
California Value | 132 | 167 | — | 679 | — | 745 | 434 | — | — | — | ||||||||||||||||||||||||||||||
Connecticut Premium Income | 121 | 148 | — | 656 | — | 688 | 287 | 96 | — | 52 | ||||||||||||||||||||||||||||||
Floating Rate Income | 513 | 657 | — | 2,904 | — | 3,057 | 1,078 | 613 | — | 326 | ||||||||||||||||||||||||||||||
Floating Rate Income Opportunity | 337 | 431 | — | 1,907 | — | 2,010 | 701 | 409 | — | 217 | ||||||||||||||||||||||||||||||
Maryland Premium Income | 194 | 235 | — | 1,042 | — | 1,089 | 448 | 158 | — | 86 | ||||||||||||||||||||||||||||||
Michigan Quality Income | 141 | 180 | — | 732 | — | 801 | 468 | — | — | — | ||||||||||||||||||||||||||||||
New Jersey Investment Quality | 236 | 296 | — | 1,275 | — | 1,341 | 632 | 136 | — | 73 | ||||||||||||||||||||||||||||||
New Jersey Premium Income | 144 | 180 | — | 778 | — | 819 | 386 | 83 | — | 44 | ||||||||||||||||||||||||||||||
North Carolina Premium Income | 139 | 170 | — | 752 | — | 788 | 329 | 110 | — | 60 | ||||||||||||||||||||||||||||||
Preferred and Income | 712 | 1,014 | — | 4,289 | — | 4,372 | 2,167 | 527 | — | 281 | ||||||||||||||||||||||||||||||
Senior Income | 209 | 267 | — | 1,180 | — | 1,243 | 435 | 252 | — | 134 | ||||||||||||||||||||||||||||||
Short Duration Credit Opportunities | 164 | 212 | — | 933 | — | 981 | 358 | 187 | — | 100 | ||||||||||||||||||||||||||||||
Virginia Premium Income | 146 | 176 | — | 783 | — | 818 | 337 | 118 | — | 64 |
2217
Fund | Jack B. Evans | William C. Hunter | David J. Kundert | John K. Nelson | William J. Schneider | Judith M. Stockdale | Carole E. Stone | Virginia L. Stringer | Terence J. Toth | |||||||||||||||||||||||||||
California AMT-Free | $ | 291 | $ | — | $ | 2,688 | $ | — | $ | 3,099 | $ | 782 | $ | 1,268 | $ | — | $ | 1,378 | ||||||||||||||||||
California Dividend | 658 | — | 6,069 | — | 6,757 | 1,696 | 2,861 | — | 3,109 | |||||||||||||||||||||||||||
California Dividend 2 | 93 | — | 861 | — | 957 | 241 | 405 | — | 441 | |||||||||||||||||||||||||||
California Dividend 3 | 144 | — | 1,331 | — | 1,478 | 372 | 626 | — | 681 | |||||||||||||||||||||||||||
California Value | 74 | — | 681 | — | 759 | 190 | 321 | — | 349 | |||||||||||||||||||||||||||
Michigan Quality | 138 | — | 1,275 | — | 1,416 | 356 | 600 | — | 652 | |||||||||||||||||||||||||||
New Jersey Dividend | 236 | — | 2,136 | — | 2,453 | 615 | 1,083 | — | 1,094 | |||||||||||||||||||||||||||
Ohio Quality | 131 | — | 1,206 | — | 1,340 | 337 | 568 | — | 617 | |||||||||||||||||||||||||||
Pennsylvania Investment Quality | 237 | — | 2,148 | — | 2,509 | 612 | 1,076 | — | 1,101 |
18
Board Leadership Structure and Risk Oversight
The Board of each Fund (collectively, the “Board”) oversees the operations and management of the Fund, including the duties performed for the FundsFund by the Adviser. The Board has adopted a unitary board structure. A unitary board consists of one group of directors who serve on the board of every fund in the complex. 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, 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, 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 or risk management). The Board believes it is more efficient to have a single board review and oversee common policies and procedures which increases the Board’s knowledge and expertise with respect to the many aspects of fund operations that are complex-wide in nature. The unitary structure also enhances the Board’s influence and oversight over the Adviser and other service providers.
In an effort to enhance the independence of the Board, the Board also has a Chairman that is an Independent Board Member. The Board recognizes that a chairman 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 chairman 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 William J. Schneider as the independent Chairman of the Board. Specific responsibilities of the Chairman include: (i) presiding at all meetings of the Board and of the shareholders; (ii) seeing that all orders and resolutions of the Board Members are carried into effect; and (iii) maintaining records of and, whenever necessary, certifying all proceedings of the Board Members and the shareholders.
Although the Board has direct responsibility over various matters (such as advisory contracts, underwriting contracts and Fund performance), the Board also exercises certain of its oversight responsibilities through several committees that it has established and which report back to the full Board. The Board believes that a committee structure is an effective means to permit Board Members to focus on particular operations or issues affecting the Funds, including risk oversight. More specifically, with respect to risk oversight, the Board has delegated
2319
matters relating to valuation and compliance to certain committees (as summarized below) as well as certain aspects of investment risk. 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 sevensix standing committees: the Executive Committee, the Dividend Committee, the Audit Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Nominating and Governance Committee and the Closed-End Funds 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.
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 William J. Schneider, Chair, William Adams IV and Judith M. Stockdale. 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 on each Fund’s shares including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The members of the Dividend Committee are William C. Hunter, Chair, Jack B. Evans, Chair, Judith M. Stockdale and Terence J. Toth. 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 Section 3(a)(58)(A) of the Securities Exchange Act of 1934 Act,(“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 NYSE MKT, as applicable. The Audit Committee assists the Board in: the oversight and monitoring of the accounting and 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 pricing procedures of the Funds and the internal valuation group of Nuveen. It is the responsibility of the Audit Committee to select, evaluate and replace any independent auditors (subject only to Board 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. Subject to the Board’s general supervision of such actions, the Audit Committee addresses any valuation issues, oversees the Funds’ pricing procedures and actions taken by Nuveen’s internal valuation group which provides regular reports to the committee,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 of these matters. The Audit Committee may also consider any financial risk exposures for the Funds in conjunction with performing its functions.
To fulfill its oversight duties, the Audit Committee receives annual and semi-annual reports and has regular meetings with the external auditors for the Funds and the internal audit group at Nuveen. 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 stan-
2420
standardsdards of the NYSE or NYSE MKT, 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 Jack B. Evans, Chair, David J. Kundert, Chair, Robert P. Bremner, William J. Schneider,John K. Nelson, Carole E. Stone and Terence J. Toth, each of whom is an Independent Board Member of the Funds. A copy of the Charter is attached as Appendix D.available at www.nuveen.com/CEF/Shareholder/FundGovernance.aspx. The number of Audit Committee Meetingsmeetings 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 risks related to investments and operations. Such risks include, among other things, exposures to: particular issuers, market sectors, or types of securities; risks related to product structure elements, such as leverage; and techniques that may be used to address those risks, such as hedging and swaps. 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 or resolution compared to the anticipated benefits to the Funds and their shareholders. In fulfilling its obligations, the Compliance Committee meets on a quarterly basis, and at least once a year in person. 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. The Compliance Committee also receives reports from the investment services group of Nuveen regarding various investment risks. Notwithstanding the foregoing, the full Board also participates in discussions with management regarding certain matters relating to investment risk, such as the use of leverage and hedging. The investment services group therefore also reports to the full Board at its quarterly meetings regarding, among other things, Fund performance and the various drivers of such performance. Accordingly, the Board directly and/or in conjunction with the Compliance Committee oversees matters relating to investment risks. Matters not addressed at the committee level are addressed 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 Judith M. Stockdale,Virginia L. Stringer, Chair, Jack B. Evans, William C. Hunter, John K. Nelson William J. Schneider and Virginia L. Stringer.Judith M. Stockdale. The number of Compliance Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.
2521
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. Although the unitary and committee structure has been developed over the years and the Nominating and Governance Committee believes the structure has provided efficient and effective governance, the committee recognizes that, as demands on the Board evolve over time (such as through an increase in the number of Fundsfunds overseen or an increase in the complexity of the issues raised), the Nominating and Governance Committeecommittee 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 over the Funds’ business.
In addition, the Nominating and Governance Committee, among other things: makes recommendations concerning the continuing education of Board Members; monitors performance of legal counsel and other service providers; 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 Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, ILIllinois 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 site visits to internal and external sub-advisers and service providers) and, if qualifying as an Independent Board Member candidate, independence from the Adviser, sub-advisers, underwriters or other service providers, including any affiliates of 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 management and yet maintain a collegial and collaborative manner toward other Board Members. The Nominating and Governance Committee operates under a written charter adopted and approved by the Board, a copy of which is available on the Funds’ website at www.nuveen.com/CEF/Shareholder/FundGovernance.aspx, and is composed entirely of Independent Board Members, who are also “independent” as defined by NYSE or NYSE MKT listing standards, as
2622
listing standards, as applicable. Accordingly, the members of the Nominating and Governance Committee are Robert P. Bremner,William J. Schneider, Chair, Jack B. Evans, William C. Hunter, David J. Kundert, John K. Nelson, William J. Schneider, Judith M. Stockdale, Carole E. Stone, Virginia L. Stringer and Terence J. Toth. The number of Nominating and Governance Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.
Closed-End Funds Committee. The Closed-End Funds Committee is responsible for assisting the Board in the oversight and monitoring of the Nuveen Fundsfunds that are registered as closed-end management investment companies (“Closed-End Funds”). The committeeClosed-End Funds 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 committeeClosed-End Funds Committee operates under a written charter adopted and approved by the Board. The members of the Closed-End Funds Committee are Carole E. Stone, Chair, Robert P. Bremner,William Adams IV, Jack B. Evans, William C. Hunter, John K. Nelson and William J. Schneider. The number of Closed-End Funds 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 www.nuveen.com/CEF/Shareholder/.FundGovernance.aspx.
Board Diversification and Board Member Qualifications.Qualifications. In determining that a particular Board Member was qualified to serve on the Board, the Board considersconsidered 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 serve in that capacity. References to the experiences, qualifications, attributes and skills of Board Members are pursuant to requirements of the SEC,Securities and Exchange Commission (“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.
William Adams IV
Mr. Adams, an interested Board Member of the Funds, has been Senior Executive Vice President, Global Structured Products of Nuveen Investments since November 2010. Mr. Adams
23
has also served as Co-President of Nuveen Fund Advisors, LLC since January 2011.
27
Prior to that, he was Executive Vice President, U.S. Structured Products from December 1999 until November 2010 and served as Managing Director of Structured Investments from September 1997 to December 1999 and Vice President and Manager, Corporate Marketing from August 1994 to September 1997. Mr. Adams earned his Bachelor of Arts degree from Yale University and his Masters of Business Administration (“MBA”) from the University of Chicago’s Graduate School of Business. He is an Associate Fellow of Yale’s Timothy Dwight College and is currently on the Board of the Chicago Symphony Orchestra and of Gilda’s Club Chicago.
Robert P. Bremner
Mr. Bremner is a private investor and management consultant in Washington, D.C. His biography of William McChesney Martin, Jr., a former chairman of the Federal Reserve Board, was published by Yale University Press in November 2004. From 1994 to 1997, he was a Senior Vice President at Samuels International Associates, an international consulting firm specializing in governmental policies, where he served in a part-time capacity. Previously, Mr. Bremner was a partner in the LBK Investors Partnership and was chairman and majority stockholder with ITC Investors Inc., both private investment firms. He currently serves on the Board and as Treasurer of the Humanities Council of Washington D.C. and is a Board Member of the Independent Directors Council affiliated with the Investment Company Institute. From 1984 to 1996, Mr. Bremner was an independent trustee of the Flagship Funds, a group of municipal open-end funds. He began his career at the World Bank in Washington D.C. He graduated with a Bachelor of Science degree from Yale University and received his MBA from Harvard University.
Jack B. Evans
President of the Hall-Perrine Foundation, a private philanthropic corporation, since 1996, Mr. Evans was formerly President and Chief Operating Officer of the SCI Financial Group, Inc., a regional financial services firm headquartered in Cedar Rapids, Iowa. Formerly, he was a member of the Board of the Federal Reserve Bank of Chicago, a Director of Alliant Energy and a Member and President Pro Tem of the Board of Regents for the State of Iowa University System. Mr. Evans is Chairman of the Board of United Fire Group, sits on the Board of the Source Media Group and is a Life Trustee of Coe College. He has a Bachelor of Arts degree from Coe College and an MBA from the University of Iowa.
William C. Hunter
Mr. Hunter became Dean Emeritus of the Henry B. Tippie College of Business at the University of Iowa on June 30, 2012. He was appointed Dean of the College on July 1, 2006. He was previously Dean and Distinguished Professor of Finance at the University of Connecticut School of Business from 2003 to 2006. From 1995 to 2003, he was the Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago. While there he served as the Bank’s Chief Economist and was an Associate Economist on the Federal Reserve System’s Federal Open Market Committee (FOMC). In addition to serving as a Vice President in charge of financial markets and basic research at the Federal Reserve Bank in Atlanta, he held faculty positions at Emory University, Atlanta University, the University of Georgia and Northwestern University. A past Director of the Credit Research Center at Georgetown University SS&C
28
Technologies, Inc. (2005) and past President of the Financial Management Association International, he has consulted with numerous foreign central banks and official agencies in Western, Central and Eastern Europe, Asia, Central America and South America. From 1990 to 1995, he was a U.S. Treasury Advisor to Central and Eastern Europe. He has been a Director of the Xerox Corporation since 2004 and Wellmark, Inc. since 2009. He is Director and President of Beta Gamma Sigma, Inc., The International Business Honor Society.
David J. Kundert
Mr. Kundert retired in 2004 as Chairman of JPMorgan Fleming Asset Management, and as President and CEO of Banc One Investment Advisors Corporation, and as President of One Group Mutual Funds. Prior to the merger between Bank One Corporation and JPMorgan Chase and Co., he was Executive Vice President, Bank One Corporation and, since 1995, the Chairman and CEO, Banc One Investment Management Group. From 1988 to 1992, he was President and CEO of Bank One Wisconsin Trust Company. Mr. Kundert recently retired in 2013 as a
24
Director of the Northwestern Mutual Wealth Management Company (2006-2013).Company. He started his career as an attorney for Northwestern Mutual Life Insurance Company. Mr. Kundert has served on the Board of Governors of the Investment Company Institute and he is currently a member of the Wisconsin Bar Association. He is on the Board of the Greater Milwaukee Foundation and chairs its Investment Committee. He is a Regent Emeritus and a Member of the Investment Committee of Luther College. He is also a Member of the Board of Directors (Milwaukee), College Possible. He received his Bachelor of Arts degree from Luther College and his Juris Doctor from Valparaiso University.
John K. Nelson
Mr. Nelson is currently serves on the Board of Directors of Core12 LLC (since 2008), a private firm which develops branding, marketing, and communications strategies for clients. He was formerly a senior external advisor to the financial services practice of Deloitte Consulting LLP. He currently serves as the Chairman of The Board of Trustees of Marian University, and is on the Board of Directors of Core12 LLC, a private firm which develops branding, marketing, and communications strategies for clients. Mr. Nelson has 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. From 2007 to 2008, Mr. Nelson was Chief Executive Officer of ABN AMRO N.V. North America, and Global Head of its Financial Markets Division. 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. At Fordham University, he currently serves as a director of The Curran Center for Catholic American Studies, and The President’s Council. He is also a member of The Economic Club of Chicago and The Hyde Park Angels, and was formerly a Trustee at St. Edmund Preparatory School in New York City.City and is former chair of the Board of Trustees of Marian University. Mr. Nelson graduated and received his MBA from Fordham University.
William J. Schneider
Mr. Schneider, the Board’s Independent Chairman, is currently Chairman, formerly Senior Partner and Chief Operating Officer (retired, December 2004) of Miller-Valentine Partners, Ltd., a real estate investment company. He is an owner in several other Miller-Valentine entities. He
29
is currently a member of the Boards of Tech Town, Inc., a not-for-profit community development company,corporation, of WDPR Public Radio Station and of Mid-AmericaMed-America Health System. He was formerly a Director and Past Chair of the Dayton Development Coalition. He was formerlyCoalition as well as a former member of the Community Advisory Board of the National City Bank in Dayton as well as a former member ofand the Business Advisory Council of the Cleveland Federal Reserve Bank. Mr. Schneider was also a member of the Business Advisory Council for the University of Dayton College of Business. He also served as Chair of the Miami Valley Hospital and as Chair of the Finance Committee of its parent holding company. Mr. Schneider was an independent trustee of the Flagship Funds, a group of municipal open-end funds. Mr. Schneider has a Bachelor of Science in Community Planning from the University of Cincinnati and a Masters of Public Administration from the University of Dayton.
25
Thomas S. Schreier, Jr.
Mr. Schreier, an interested Board Member of the Funds, has been Vice Chairman, Wealth Management of Nuveen Investments since January 2011. Mr. Schreier has also served as Co-President of Nuveen Fund Advisors, LLC since January 2011. Until Nuveen Investments’ acquisition of FAF Advisors on January 1, 2011, Mr. Schreier was Chief Executive Officer of FAF Advisors from November 2000, Chief Investment Officer of FAF Advisors from September 2007 and President of First American Funds from February 2001 to December 2010. From 1998 to November 2000, Mr. Schreier served as Senior Managing Director and Head of Equity Research for U.S. Bancorp Piper Jaffray, Inc. He received a Bachelor’s degree from the University of Notre Dame and an MBA from Harvard University. He is a Director of Allina Health and a member of its Finance, Audit and Investment Committees. Mr. Schreier is a member of the Board of Governors of the Investment Company Institute and is on its Chairman’s Council. He has also served as director, chairman of the finance committee, and member of the audit committee for Pinnacle Airlines Corp. Mr. Schreier is former chairman of the Saint Thomas Academy Board of Trustees, a founding investor of Granite Global Ventures, and a member of the Applied Investment Management Advisory Board for the University of Notre Dame.
Judith M. Stockdale
Ms. Stockdale retired at the end of 2012 as Executive Director of the Gaylord and Dorothy Donnelley Foundation, a private foundation working in land conservation and artistic vitality in the Chicago region and the LowcountryLow country of South Carolina. She is currently a board member of the U.S. Endowment for Forestry and Communities (since 2013) and rejoined the board of the Land Trust Alliance in June 2013. Her previous positions include Executive Director of the Great Lakes Protection Fund, Executive Director of Openlands and Senior Staff Associate at the Chicago Community Trust. She has served on the Boards of the Land Trust Alliance, the National Zoological Park, the Governor’s Science Advisory Council (Illinois), and the Nancy Ryerson Ranney Leadership Grants Program, FriendsProgram. She has been a member of Ryerson Woodsthe Boards of Brushwood Center and the Donors Forum. Ms. Stockdale, a native of the United Kingdom, has a Bachelor of Science degree in geography from the University of Durham (UK) and a Master of Forest Science degree from Yale University.
Carole E. Stone
Ms. Stone retired from the New York State Division of the Budget in 2004, having served as its Director for nearly five years and as Deputy Director from 1995 through 1999. Ms. Stone is currently on the Board of Directors of the Chicago Board Options Exchange, CBOE Holdings,
30
Inc. and C2 Options Exchange, Incorporated. She has also served as the Chair of the New York Racing Association Oversight Board, as Chair of the Public Authorities Control Board, as a Commissioner on the New York State Commission on Public Authority Reform and as a member of the boards of directors of several New York State public authorities. Ms. Stone has a Bachelor of Arts in Business Administration from Skidmore College.
26
Virginia L. Stringer
Ms. Stringer served as the independent chair of the Board of the First American Fund Complex from 1997 to 2010, having joined such Board in 1987. Ms. Stringer serves on the Board of the Mutual Fund Directors Forum. She is a recipient of the Outstanding Corporate Director award from Twin Cities Business Monthly and the Minnesota Chapter of the National Association of Corporate Directors. Ms. Stringer is the past board chair of the Oak Leaf Trust, director emeritus and former Chair of the Saint Paul Riverfront Corporation and also served as President of the Minneapolis Club’s Governing Board. She is a director and former board chair of the Minnesota Opera and a Life Trustee and former board member of the Voyageur Outward Bound School. She also served as a trustee of Outward Bound USA. She was appointed by the Governor of Minnesota to the Board on Judicial Standards and also served on a Minnesota Supreme Court Judicial Advisory Committee to reform the state’s judicial disciplinary process. She is a member of the International Women’s Forum and attended the London Business School as an International Business Fellow. Ms. Stringer recently served as board chair of the Human Resource Planning Society, the Minnesota Women’s Campaign Fund and the Minnesota Women’s Economic Roundtable. Ms. Stringer is the retired founder of Strategic Management Resources, a consulting practice focused on corporate governance, strategy and leadership. She has twenty-five years of corporate experience, having held executive positions in general management, marketing and human resources with IBM and the Pillsbury Company.
Terence J. Toth
Mr. Toth is a Managing Partner atof Promus Capital (since 2008). From 2008 to 2013, he served as 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 currently serves on the Boards of Chicago Fellowship, Fulcrum IT Service LLC (since 2010), Quality Control Corporation (since 2012) and LogicMark LLC (since 2012), and is Chairmana member of the Board of Catalyst Schools of Chicago. He is on the Mather Foundation Board (since 2012) and is a member of its investment committee. 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.
Board Member Terms. For each Minnesota Fund, except California Value, all Board Members are elected annually. For each Massachusetts Fund, and California Value, shareholders will be asked to elect Board Members as each Board Member’s term expires, and with respect to
31
Board Members elected by holders of Common Shares such Board Member 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.
3227
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 | Number of Portfolios in Fund Complex Served by Officer(2) | ||||
Gifford R. Zimmerman
| Chief Administrative Officer | Term: Annual Length of Service: Since 1988 | Managing Director (since 2002) and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2002), Assistant Secretary (since 1997) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Managing Director and Assistant Secretary of Symphony Asset Management LLC (since 2003); Vice President and Assistant Secretary of NWQ Investment Management Company, LLC and Nuveen Investments Advisers Inc. (since 2002) | |||||
Cedric H. Antosiewicz
| Vice President | Term: Annual Length of Service: Since 2007 | Managing Director (since 2004) of Nuveen Securities LLC; Managing Director (since 2014) of Nuveen Fund Advisors, LLC. | |||||
|
|
3328
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 | Number of Portfolios in Fund Complex Served by Officer(2) | ||||
Margo L. Cook
| Vice President | Term: Annual Length of Service: Since 2009 | Senior Executive Vice President of Nuveen Investments, Inc; Executive Vice President, Investment Services, of Nuveen Fund Advisors, LLC (since 2011); Co-Chief Executive Officer (since 2015), formerly, Executive Vice President (2013-2015), of Nuveen Securities, LLC; Managing Director — Investment Services of Nuveen Commodities Asset Management, LLC (since 2011); Chartered Financial Analyst. | 196 | ||||
Lorna C. Ferguson 333 West Wacker Drive Chicago, IL 60606 1945 | Vice President | Term: Annual Length of Service: Since 1998 | Managing Director of Nuveen Investments Holdings, Inc. | |||||
Stephen D. Foy
| Vice President and Controller | Term: Annual Length of Service: Since 1993 | Managing Director (since 2014), formerly, Senior Vice President | |||||
|
| |||||||
|
| |||||||
|
|
3429
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 | Number of Portfolios in Fund Complex Served by Officer(2) | ||||
Sherri A. Hlavacek
| Vice President and Treasurer | Term: Annual Length of Service: Since 2015 | Executive Vice President (since May 2015, formerly, Managing Director) and Controller of Nuveen Fund Advisors, LLC; Managing Director and Controller of Nuveen Commodities Asset Management, LLC; Executive Vice President (since May 2015, formerly, Managing Director), Treasurer and Controller of Nuveen Asset Management, LLC; Executive Vice President, Principal Financial Officer (since July 2015, formerly, Managing Director), Treasurer and Corporate Controller of Nuveen Investments, Inc.; Executive Vice President (since May 2015, formerly, Managing Director), Treasurer and Corporate Controller of Nuveen Investments Advisers Inc. and Nuveen Investments Holdings, Inc.; Managing Director, Chief Financial Officer and Corporate Controller of Nuveen Securities, LLC; Vice President, Controller and Treasurer of NWQ Investment Management Company, LLC; Vice President and Controller of Santa Barbara Asset Management, LLC , Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC; Certified Public Accountant. | 196 | ||||
Walter M. Kelly 333 West Wacker Drive Chicago, IL 60606 1970 | Chief Compliance Officer and Vice President | Term: Annual Length of Service: Since 2003 | Senior Vice President (since 2008) of Nuveen Investments Holdings, Inc. | 196 | ||||
Tina M. Lazar 333 West Wacker Drive Chicago, IL 60606 1961 | Vice President | Term: Annual Length of Service: Since 2002 | Senior Vice President of Nuveen Investments Holdings, Inc. and Nuveen Securities, LLC. | 196 |
30
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) | Number of Portfolios in Fund Complex Served by Officer(2) | ||||
Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606 1966 | Vice President and Secretary | Term: Annual Length of Service: Since 2007 | Managing Director and Assistant Secretary (since 2008) of Nuveen Securities, LLC and Nuveen Investments, Inc.; Managing Director (since 2008), Assistant Secretary (since 2007) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Managing Director (since 2008) and Assistant Secretary of Nuveen Investments | |||||
Kathleen L. Prudhomme
| Vice President and Assistant Secretary | Term: Annual Length of Service: Since 2011 | Managing Director and Assistant Secretary of Nuveen Securities, LLC (since 2011); Managing Director, Assistant Secretary and |
31
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) | Number of Portfolios in Fund Complex Served by Officer(2) | ||||
Joel T. Slager
| Vice President and Assistant Secretary | Term: Annual Length of Service: Since August 2013 | Fund Tax Director for Nuveen Funds (since |
(1) | Length of Time Served indicates the year the individual became an officer of a fund in the Nuveen fund complex. |
35
Information as of |
California Dividend Advantage 2 has adopted a fundamental investment policy relating to the Fund’s ability to make loans (the “Current Fundamental Policy”), that can be changed only by shareholder vote. The Current Fundamental Policy adopted by California Dividend Advantage 2 reflects industry and other market conditions present at the time of the inception of the Fund.
As a general matter, Nuveen’s municipal closed-end funds are seeking to adopt a uniform set of investment policies. Investment policies currently vary across otherwise-similar Nuveen municipal closed-end funds, reflecting evolving markets and guidelines as the different funds were launched over the past 20 years. As part of a continuing broader “best practices” initiative begun approximately four years ago, all Nuveen municipal closed-end funds, including California Dividend Advantage 2, are seeking to adopt a uniform set of investment policies that reflect municipal market and regulatory developments over time.
The proposed new fundamental investment policy with respect to loans (the “New Investment Policy”) would permit California Dividend Advantage 2 to make loans to the extent permitted by the 1940 Act. Among other things, this change is intended to provide the Fund with the flexibility to make loans in circumstances where a municipal issuer is in distress, if the Adviser believes that doing so would both:
facilitate a timely workout of the issuer’s situation in a manner that benefits the Fund; and
be or represent the best choice for reducing the likelihood or severity of loss on the Fund’s investment.
Loans to issuers in distress, however, involve risks. It is possible the Fund could lose its entire investment with an issuer as well as the amount loaned.
Conforming and updating this investment policy is intended to benefit common shareholders by increasing portfolio manager efficiency and flexibility to take advantage of a wide range of appropriate opportunities in the municipal bond markets in pursuit of California Dividend Advantage 2’s investment objectives. Providing California Dividend Advantage 2 with the option of making loans to help facilitate a timely workout of a distressed issuer’s situation merely provides the Fund with an additional tool to help preserve shareholder value and should not be viewed as a commentary on the state of the municipal bond market or as indicative of an immediate need or desire to make a loan to an issuer facing a credit workout situation.
In order to implement the New Investment Policy, California Dividend Advantage 2 must change its Current Fundamental Policy, which requires your approval. In particular, shareholders must first approve the elimination of California Dividend Advantage 2’s Current Fundamental Policy as well as the implementation of the New Investment Policy.
The primary purpose of this change is to provide California Dividend Advantage 2 with increased flexibility in diversifying portfolio risks and optimizing returns on current investments in order to pursue the preservation of and possible growth of capital which, if successful, will help to sustain and build net asset value, and to create consistent investment policies for all Nuveen municipal bond funds to promote operational efficiencies.
36
The Board has unanimously approved, and unanimously recommends, the approval by shareholders of California Dividend Advantage 2, the elimination of the Current Fundamental Policy of California Dividend Advantage 2 and the approval of the New Investment Policy, described below.
Make loans, other than by entering into repurchase agreements and through the purchase of municipal bonds or short-term investments in accordance with its investment objectives, policies and limitations.
Make loans, except as permitted by the Investment Company Act of 1940, as amended, and exemptive orders granted under the Investment Company Act of 1940, as amended.
California Dividend Advantage 2 has no current intention of seeking exemptive relief under the 1940 Act for the purpose of making loans. If such relief was sought, there is no guarantee that it would be granted.
Board Recommendation
The Board believes that eliminating the Current Fundamental Policy and adopting the New Investment Policy gives the Adviser flexibility to rapidly respond to continuing developments in the municipal bond market and would enhance the portfolio managers’ ability to meet California Dividend Advantage 2’s investment objective. In addition, the Board believes that the proposed changes will create consistent investment policies for all Nuveen municipalclosed-end funds and will help to promote operational efficiencies.
The Board recommends that shareholders of California Dividend Advantage 2 approve the elimination of the Current Fundamental Policy and vote to approve the New Investment Policy.
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 the Fund’s financial statements and (3) the independent registered public accounting firm’s qualifications, performance and independence. In its oversight capacity, the committeeAudit Committee reviews each Fund’s annual financial statements with both management and the independent registered public accounting firm and the 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 committeeAudit Committee also selects, retains, evaluates and may replace each Fund’s independent
37
registered public accounting firm. The committeeAudit Committee is currently composed of five Independent Board Members and operates under a written charter adopted and approved by each Board. Each committeeAudit Committee member meets the independence and experience requirements, as applicable, of the NYSE, NYSE MKT, Section 10A of the 1934 Act and the rules and regulations of the SEC.
The committee,Audit Committee, in discharging its duties, has met with and held discussions with management and each Fund’s independent registered public accounting firm. The committeeAudit 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 committeeAudit 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 committeeAudit Committee the written disclosure required by Public Company Accounting Oversight Board Rule 3526 (Communications with Audit Committees Concerning Independence), and the committeeAudit 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 committee’sAudit Committee’s responsibility to
32
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 committee’sAudit 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 committee,Audit Committee, the committeeAudit Committee has recommended that the audited financial statements be included in each Fund’s Annual Report.
The current members of the committeeAudit Committee are:
Robert P. BremnerJack B. Evans
David J. Kundert
William J. SchneiderJohn K. Nelson
Carole E. Stone
Terence J. Toth
3833
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 | Adviser and Adviser Entities | Fund | Adviser and Adviser Entities | Fund | Adviser and Adviser Entities | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | |||||||||||||||||||||||||||||||||||||||||||
Arizona Premium Income(5) | $ | 21,200 | $ | 22,250 | $ | 1,500 | $ | 6,250 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 1,700 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||||||||
California Dividend Advantage 2 | 21,200 | 22,250 | 1,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
California Dividend Advantage 3 | 21,200 | 22,250 | 25,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
California Value | 16,200 | 19,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
California Value 2 | 16,200 | 19,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Connecticut Premium Income(6) | 21,200 | 22,250 | 1,980 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Floating Rate Income | 27,000 | 28,250 | 18,000 | 8,000 | 0 | 0 | 0 | 0 | 0 | 0 | 8,000 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Floating Rate Income Opportunity | 27,000 | 28,250 | 18,000 | 16,000 | 0 | 0 | 0 | 0 | 0 | 0 | 8,000 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Georgia Dividend Advantage 2(7) | 21,200 | 22,250 | 1,160 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Maryland Premium Income(8) | 21,200 | 22,250 | 0 | 4,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Michigan Quality | 21,200 | 22,250 | 1,500 | 6,250 | 0 | 0 | 0 | 0 | 0 | 0 | 1,700 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Missouri Premium Income | 21,200 | 22,250 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
New Jersey Dividend Advantage | 21,200 | 22,250 | 6,250 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
New Jersey Dividend Advantage 2 | 21,200 | 22,250 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
New Jersey Investment Quality | 21,200 | 22,250 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
New Jersey Value | 16,200 | 19,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
New Jersey Premium Income | 21,200 | 22,250 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
North Carolina Premium Income(10) | 21,200 | 22,250 | 2,524 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Ohio Quality Income(11) | 21,200 | 22,250 | 1,500 | 6,250 | 0 | 0 | 0 | 0 | 0 | 0 | 1,700 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Pennsylvania Value | 16,200 | 19,500 | 0 | 6,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Preferred and | 6,075 | 25,300 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Senior Income | 27,000 | 28,250 | 18,000 | 16,000 | 0 | 0 | 0 | 0 | 0 | 0 | 8,000 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Short Duration Credit Opportunities | 27,000 | 28,250 | 6,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Texas Quality Income | 21,200 | 22,250 | 0 | 4,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Virginia Premium Income(13) | 21,200 | 22,250 | 20,000 | 4,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Audit Fees(1) | Audit Related Fees(2) | Tax Fees(3) | All Other Fees(4) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Fund | Fund | Adviser and Adviser Entities | Fund | Adviser and Adviser Entities | Fund | Adviser and Adviser Entities | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fiscal Year Ended 2014 | Fiscal Year Ended 2015 | Fiscal Year Ended 2014 | Fiscal Year Ended 2015 | Fiscal Year Ended 2014 | Fiscal Year Ended 2015 | Fiscal Year Ended 2014 | Fiscal Year Ended 2015 | Fiscal Year Ended 2014 | Fiscal Year Ended 2015 | Fiscal Year Ended 2014 | Fiscal Year Ended 2015 | Fiscal Year Ended 2014 | Fiscal Year Ended 2015 | |||||||||||||||||||||||||||||||||||||||||||
Arizona Premium | $ | 27,750 | $ | 25,500 | $ | 6,500 | $ | — | $ | — | $ | — | $ | 673 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||
California AMT-Free | 24,750 | 25,500 | 13,000 | 20,000 | — | — | 673 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
California Dividend | 24,750 | 25,500 | 1,000 | — | — | — | 673 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
California Dividend 2 | 24,750 | 25,500 | 1,500 | — | — | — | 673 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
California Dividend 3 | 24,750 | 25,500 | 1,500 | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
California Value | 21,750 | 22,500 | 4,000 | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
California Value 2 | 21,750 | 22,500 | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Massachusetts Premium | 24,750 | 22,500 | — | — | — | — | 673 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Michigan Quality | 24,750 | 25,000 | 6,500 | — | — | — | 673 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
New Jersey Dividend | 24,750 | 22,500 | 1,500 | — | — | — | 673 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
New Jersey Value | 21,750 | 20,500 | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Ohio Quality | 27,750 | 25,500 | 6,500 | — | — | — | 673 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Pennsylvania Investment Quality | 27,750 | 22,500 | 4,000 | — | — | — | 673 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Pennsylvania Value | 21,750 | 20,500 | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Texas Quality | 24,750 | 25,500 | — | — | — | — | 673 | — | — | — | — | — | — | — |
39
(1) | “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 |
(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. |
4034
Non-Audit Fees. The following tables provide the aggregate non-audit fees billed by each Fund’s independent registered accounting firm for services rendered to each Fund, the Adviser and the Adviser Entities during each Fund’s last two fiscal years.
Total Non-Audit Fees Billed to Fund | Total Non-Audit Fees Billed to Adviser and Adviser Entities (Engagements Related Directly to the Operations and Financial Reporting of Fund) | Total Non-Audit Fees Billed to Adviser and Adviser Entities (All Other Engagements) | Total | |||||||||||||||||||||||||||||
Fund | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | ||||||||||||||||||||||||
Arizona Premium Income | $ | 1,700 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 1,700 | $ | 0 | ||||||||||||||||
California Dividend Advantage 2 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
California Dividend Advantage 3 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
California Value | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
California Value 2 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Connecticut Premium Income | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Floating Rate Income | 8,000 | 0 | 0 | 0 | 0 | 0 | 8,000 | 0 | ||||||||||||||||||||||||
Floating Rate Income Opportunity | 8,000 | 0 | 0 | 0 | 0 | 0 | 8,000 | 0 | ||||||||||||||||||||||||
Georgia Dividend Advantage 2 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Maryland Premium Income | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Michigan Quality Income | 1,700 | 0 | 0 | 0 | 0 | 0 | 1,700 | 0 | ||||||||||||||||||||||||
Missouri Premium Income | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
New Jersey Dividend Advantage | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
New Jersey Dividend Advantage 2 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
New Jersey Investment Quality | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
New Jersey Value | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
New Jersey Premium Income | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
North Carolina Premium Income | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Ohio Quality Income | 1,700 | 0 | 0 | 0 | 0 | 0 | 1,700 | 0 | ||||||||||||||||||||||||
Pennsylvania Value | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Preferred and Income | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Senior Income | 8,000 | 0 | 0 | 0 | 0 | 0 | 8,000 | 0 | ||||||||||||||||||||||||
Short Duration Credit Opportunities | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Texas Quality Income | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Virginia Premium Income | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Total Non-Audit Fees Billed to Fund | Total Non-Audit Fees Billed to Advisers and Adviser Entities (Engagements Related Directly to the Operations and Financial Reporting of Fund) | Total Non-Audit Fees Billed to Advisers and Adviser Entities (All Other Engagements) | Total | |||||||||||||||||||||||||||||
Fiscal Year Ended 2014 | Fiscal Year Ended 2015 | Fiscal Year Ended 2014 | Fiscal Year Ended 2015 | Fiscal Year Ended 2014 | Fiscal Year Ended 2015 | Fiscal Year Ended 2014 | Fiscal Year Ended 2015 | |||||||||||||||||||||||||
Arizona Premium | $ | 673 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 673 | $ | — | ||||||||||||||||
California AMT-Free | 673 | — | — | — | — | — | 673 | — | ||||||||||||||||||||||||
California Dividend | 673 | — | — | — | — | — | 673 | — | ||||||||||||||||||||||||
California Dividend 2 | 673 | — | — | — | — | — | 673 | — | ||||||||||||||||||||||||
California Dividend 3 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
California Value | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
California Value 2 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Massachusetts Premium | 673 | — | — | — | — | — | 673 | — | ||||||||||||||||||||||||
Michigan Quality | 673 | — | — | — | — | — | 673 | — | ||||||||||||||||||||||||
New Jersey Dividend | 673 | — | — | — | — | — | 673 | — | ||||||||||||||||||||||||
New Jersey Value | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Ohio Quality | 673 | — | — | — | — | — | 673 | — | ||||||||||||||||||||||||
Pennsylvania Investment Quality | 673 | — | — | — | — | — | 673 | — | ||||||||||||||||||||||||
Pennsylvania Value | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Texas Quality | 673 | — | — | — | — | — | 673 | — |
4135
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 (a)(i) pre-approved by the Audit Committee if they are expected to be for amounts greater than $10,000; (b)(ii) reported to the Audit Committee chairman for his verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (c)(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 committeeAudit Committee pursuant to the pre-approval exception under Rule 2.01(c)(7)(i)(c)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X.
Additional Information
Appointment of the Independent Registered Public Accounting Firm
EachThe Board of each Fund has appointed Ernst & YoungKPMG LLP (“KPMG”) as independent registered public accounting firm to audit the books and records of eachthe Fund for its current fiscal year. A representative of Ernst & Young LLPKPMG will be present at the Annual Meetings to make a statement, if such representative so desires, and to respond to shareholders’ questions. Ernst & Young LLPKPMG 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.
Section 16(a) Beneficial Interest Reporting Compliance
Section 30(h) of the 1940 Act and Section 16(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 or NYSE MKT, as applicable. These persons and entities are required by SEC regulation to furnish the Funds with copies of all Section 16(a) forms they file. Based on a review of these forms furnished to each Fund, each Fund believes that its Board Members and officers, Adviser and affiliated persons of the Adviser have complied with all applicable Section 16(a) filing requirements during its last fiscal year. To the knowledge of management of the Funds, no shareholder of a Fund owns more than 10% of a registered class of a Fund’s equity securities, except as provided in Appendix B.
4236
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 a wholly-owned subsidiary of Nuveen. Nuveen is a wholly-ownedseparate subsidiary of Windy City,TIAA-CREF, a corporation formed by investors led by Madison Dearborn Partners, LLC (“MDP”), a private equity investment firmfinancial services organization based in Chicago, Illinois. Windy City is controlled by MDPNew York, New York. TIAA-CREF acquired Nuveen on behalf of the Madison Dearborn Capital Partner V funds.October 1, 2014.
Shareholder Proposals
To be considered for presentation at the annual meeting of shareholders offor the Funds to be held in 2014, a2016, shareholder proposalproposals submitted pursuant to Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later than June 24, 2014.11, 2016. A shareholder wishing to provide notice in the manner prescribed by Rule14a-4(c)(1) 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 not later than September 7, 2014August 25, 2016 or prior to August 23, 2014.10, 2016. Timely submission of a proposal does not mean that such proposal will be included in a proxy statement.
Shareholder Communications
Fund shareholders who want to communicate with the Board or any individual Board Member should write to the attention of Lorna Ferguson, Manager of Fund Board Relations, Nuveen, Investments, 333 West Wacker Drive, Chicago, Illinois 60606. The letter should indicate that you are a Fund shareholder and note the Fund or Funds that you own. If the communication is intended for a specific Board Member and so indicates, it will be sent only to that Board Member. If a communication does not indicate a specific Board Member, it will be sent to the Independent Chairman and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons.
Expenses of Proxy Solicitation
With respect to routine items, such as the election of Board Members, theThe 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. For non-routine items, such as updating investment policies, the costs in connection with the solicitation of proxies will be paid by California Dividend Advantage 2 subject to such non-routine items 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 is:for each Fund except Massachusetts Premium, New Jersey Dividend, New Jersey Value, Pennsylvania Investment Quality and Pennsylvania Value was February 28, for Arizona Premium Income, California Dividend Advantage 2, California Dividend Advantage 3, California Value, California Value 2, Michigan Quality
43
Income, Ohio Quality Income and Texas Quality Income; April 302015. The last fiscal year end for New Jersey Dividend, Advantage, New Jersey Dividend Advantage 2, New Jersey Investment Quality, New Jersey Value, New Jersey Premium IncomePennsylvania Investment Quality and Pennsylvania Value;Value was April 30, 2015. The last fiscal year end for Massachusetts Premium was May 31, for Connecticut Premium Income, Georgia Dividend Advantage 2, Maryland Premium Income, Missouri Premium Income, North Carolina Premium Income and Virginia Premium Income; and July 31 for Floating Rate Income, Floating Rate Income Opportunity, Preferred and Income, Senior Income and Short Duration Credit Opportunities.2015.
37
Shareholder Report Delivery
Shareholder reports will be sent to shareholders of record of each Fund following each Fund’s fiscal year end.the applicable period. Each Fund will furnish, without charge, a copy of its annual report and/or semi-annual report as available upon request. Such written or oral requests should be directed to such Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on November 26, 2013:17, 2015:
Each Fund’s Proxy Statementproxy statement is available at http://www.nuveenproxy.com/proxyinfo/CEF/ Default.aspx.Closed-End-Fund-Proxy-Information/. For more information, shareholders may also contact the applicable Fund at the address and phone number set forth above.
Please note that only one annual report, semi-annual report or proxy statement may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report, semi-annual report or proxy statement, or for instructions as to how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above.
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.
A list of shareholders entitled to be present and to vote at each Annual Meeting will be available at the offices of the Funds, 333 West Wacker Drive, Chicago, Illinois, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Annual Meeting.
In the absence of a quorum, business may proceed on any other matter or matters which may properly come before the Annual Meeting if there shall be present, in person or by proxy, a quorum of shareholders in respect of such other matters. Failure of a quorum of any Fund to be present at theany Annual Meeting will necessitate adjournment and will subject the applicablethat Fund to additional expense. Abstentions and broker non-votes will be treated as shares that
44
are present for purposes of determining the presence of a quorum for transacting business at the Annual Meeting. If a quorum is present and a Fund has not received enough votes by the time of the Annual Meeting to approve a proposal, the shareholders of the Fund present in person or by proxy and entitled to vote at the Annual Meeting may propose that such Annual Meeting be adjourned one or more times with respect to such Fund to permit further solicitation of proxies. The persons named in the enclosed proxy may also move for an adjournment of the meetingany Annual Meeting to permit further solicitation of proxies with respect to any of the proposalsproposal if they determine that adjournment and further solicitation is reasonable and in the best interests of the shareholders whether or not a quorum is present.Funds. Under each Fund’s By-Laws, an adjournment of a meeting with respect to a matter requires the affirmative vote of a majority of the shares entitled to vote on the matter present in person or represented by proxy at suchthe meeting.
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
Kevin J. McCarthy
Vice President and Secretary
October 17, 20137, 2015
4538
APPENDIX A
Beneficial Ownership
The following table lists the dollar range of equity securities beneficially owned by each Board Member Member/nominee in each Fund and in all Nuveen funds overseen by the Board Member Member/nominee as of December 31, 2012.2014. The information as to beneficial ownership is based on statements furnished by each Board Member and officer.Member/nominee.
Dollar Range of Equity Securities | Dollar Range of Equity Securities | Dollar Range of Equity Securities | ||||||||||||||||||||||||||||||||||
Board Member Nominees | Arizona Premium Income | California Dividend Advantage 2 | California Dividend Advantage 3 | California Value | California Value 2 | Connecticut Premium Income | Floating Rate Income | Floating Rate Income Opportunity | Georgia Dividend Advantage 2 | |||||||||||||||||||||||||||
Board Members/Nominees | Arizona Premium | California AMT-Free | California Dividend | California Dividend 2 | California Dividend 3 | California Value | California Value 2 | Massachusetts Premium | Michigan Quality | |||||||||||||||||||||||||||
Board Members/Nominees who are not interested persons of the Funds | Board Members/Nominees who are not interested persons of the Funds | |||||||||||||||||||||||||||||||||||
Robert P. Bremner | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||||||||
Jack B. Evans | $0 | $0 | $0 | $0 | $0 | $0 | $10,001- $50,000 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
William C. Hunter | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
David J. Kundert | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
John K. Nelson | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
William J. Schneider | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
Judith M. Stockdale | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
Carole E. Stone | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
Virginia L. Stringer | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
Terence J. Toth | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
Board Members/Nominees who are interested persons of the Funds | ||||||||||||||||||||||||||||||||||||
William Adams IV | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
Thomas S. Schreier, Jr. | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
A-1
Dollar Range of Equity Securities | Dollar Range of Equity Securities | Dollar Range of Equity Securities | ||||||||||||||||||||||||||||||
Board Member Nominees | Maryland Premium Income | Michigan Premium Income | Missouri Premium Income | New Jersey Dividend Advantage | New Jersey Dividend Advantage 2 | New Jersey Investment Quality | New Jersey Value | New Jersey Premium Income | North Carolina Premium Income | |||||||||||||||||||||||
Board Members/Nominees | New Jersey Dividend | New Jersey Value | Ohio Quality | Pennsylvania Investment Quality | Pennsylvania Value | Texas Quality | Aggregate Range of Equity; Securities in All Registered Investment Companies Overseen by Board Members/Nominees in Family of Investment Companies(1) | |||||||||||||||||||||||||
Board Members/Nominees who are not interested persons of the Funds | Board Members/Nominees who are not interested persons of the Funds | |||||||||||||||||||||||||||||||
Robert P. Bremner | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||||||||||
Jack B. Evans | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||||||||||
William C. Hunter | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||||||||||
David J. Kundert | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||||||||||
John K. Nelson | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||||||||||
William J. Schneider | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||||||||||
Judith M. Stockdale | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||||||||||
Carole E. Stone | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||||||||||
Virginia L. Stringer | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||||||||||
Terence J. Toth | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||||||||||
Board Members/Nominees who are interested persons of the Funds | ||||||||||||||||||||||||||||||||
William Adams IV | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||||||||||
Thomas S. Schreier, Jr. | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 |
Dollar Range of Equity Securities | ||||||||||||||||
Board Member Nominees | Ohio Quality Income | Pennsylvania Value | Preferred and Income | Senior Income | Short Duration Credit Opportunities | Texas Quality Income | Virginia Premium Income | Aggregate Range of Equity; Securities in All Registered Investment Companies Overseen by Board Member Nominees in Family of Investment Companies(1) | ||||||||
Board Members/Nominees who are not interested persons of the Funds | ||||||||||||||||
Robert P. Bremner | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||
Jack B. Evans | $0 | $0 | $0 | $50,001- $100,000 | $0 | $0 | $0 | Over $100,000 | ||||||||
William C. Hunter | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||
David J. Kundert | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||
John K. Nelson(2) | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||
William J. Schneider | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||
Judith M. Stockdale | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||
Carole E. Stone | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||
Virginia L. Stringer | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||
Terence J. Toth | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||
Board Members/Nominees who are interested persons of the Fund | ||||||||||||||||
William Adams IV(2) | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||
Thomas S. Schreier, Jr(2). | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 |
(1) | The amounts reflect the aggregate dollar range of equity securities |
A-2
The following table sets forth, for each Board Member and Board Member NomineeMember/nominee and for the Board Members and Board Member NomineesMembers/nominees and officers as a group, the amount of shares beneficially owned in each Fund as of December 31, 2012.2014. The information as to beneficial ownership is based on statements furnished by each Board MemberMember/nominee and officer.
Fund Shares Owned By Board Members And Officers(1) | Fund Shares Owned By Board Members And Officers(1) | Fund Shares Owned By Board Members And Officers(1) | ||||||||||||||||||||||||||||||||
Board Member Nominees | Arizona Premium Income | California Dividend Advantage 2 | California Dividend Advantage 3 | California Value | California Value 2 | Connecticut Premium Income | Floating Rate Income | Floating Rate Income Opportunity | Georgia Dividend Advantage 2 | |||||||||||||||||||||||||
Board Members/Nominees | Arizona Premium | California AMT-Free | California Dividend | California Dividend 2 | California Dividend 3 | California Value | California Value 2 | Massachusetts Premium | ||||||||||||||||||||||||||
Board Members/Nominees who are not interested persons of the Funds | Board Members/Nominees who are not interested persons of the Funds | Board Members/Nominees who are not interested persons of the Funds | ||||||||||||||||||||||||||||||||
Robert P. Bremner | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
Jack B. Evans | 0 | 0 | 0 | 0 | 0 | 0 | 1,600 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
William C. Hunter | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
David J. Kundert | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
John K. Nelson | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
William J. Schneider | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Judith M. Stockdale | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Carole E. Stone | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Virginia L. Stringer | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Terence J. Toth | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Board Members/Nominees who are interested persons of the Funds | Board Members/Nominees who are interested persons of the Funds | Board Members/Nominees who are interested persons of the Funds | ||||||||||||||||||||||||||||||||
William Adams IV | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Thomas S. Schreier, Jr. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
All Board Members and Officers as a Group | 0 | 0 | 0 | 0 | 0 | 0 | 1,600 | 0 | 0 | |||||||||||||||||||||||||
All Board Members/Nominees and Officers as a Group | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
A-3
Fund Shares Owned By Board Members And Officers(1) | ||||||||||||||||||
Board Member Nominees | Maryland Premium Income | Michigan Premium Income | Missouri Premium Income | New Jersey Dividend Advantage | New Jersey Dividend Advantage 2 | New Jersey Investment Quality | New Jersey Value | New Jersey Premium Income | North Carolina Premium Income | |||||||||
Board Members/Nominees who are not interested persons of the Funds | ||||||||||||||||||
Robert P. Bremner | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
Jack B. Evans | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
William C. Hunter | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
David J. Kundert | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
John K. Nelson | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
William J. Schneider | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
Judith M. Stockdale | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
Carole E. Stone | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
Virginia L. Stringer | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
Terence J. Toth | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
Board Members/Nominees who are interested persons of the Funds | ||||||||||||||||||
William Adams IV | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
Thomas S. Schreier, Jr. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
All Board Members and Officers as a Group | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Fund Shares Owned By Board Members And Officers(1) | Fund Shares Owned By Board Members And Officers(1) | Fund Shares Owned By Board Members And Officers(1) | ||||||||||||||||||||||||||
Board Member Nominees | Ohio Quality Income | Pennsylvania | Preferred and | Senior Income | Short Duration Credit Opportunities | Texas Quality Income | Virginia Premium Income | |||||||||||||||||||||
Board Members/Nominees | Michigan Quality | New Jersey Dividend | New Jersey Value | Ohio Quality | Pennsylvania Investment Quality | Pennsylvania Value | Texas Quality | |||||||||||||||||||||
Board Members/Nominees who are not interested persons of the Funds | Board Members/Nominees who are not interested persons of the Funds | Board Members/Nominees who are not interested persons of the Funds | ||||||||||||||||||||||||||
Robert P. Bremner | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Jack B. Evans | 0 | 0 | 0 | 10,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||
William C. Hunter | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||
David J. Kundert | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||
John K. Nelson | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||
William J. Schneider | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||
Judith M. Stockdale | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||
Carole E. Stone | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||
Virginia L. Stringer | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||
Terence J. Toth | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||
Board Members/Nominees who are interested persons of the Funds | Board Members/Nominees who are interested persons of the Funds | Board Members/Nominees who are interested persons of the Funds | ||||||||||||||||||||||||||
William Adams IV | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||
Thomas S. Schreier, Jr. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||
All Board Members and Officers as a Group | 0 | 0 | 0 | 10,000 | 0 | 0 | 0 | |||||||||||||||||||||
All Board Members/Nominees and Officers as a Group | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
(1) | The numbers include share equivalents of certain Nuveen funds in which the Board |
A-4
APPENDIX B
List of Beneficial Owners Who Own More Than 5% of Any Class of Shares in Any Fund*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 September 21, 2015*:
Fund and Class | Shareholder Name and Address | Amount of Shares Owned | Percentage Owned | |||||||
Arizona Premium Income (NAZ) | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 307,506 | 10.31 | % | ||||||
(NAZ) — Variable Rate MuniFund Term Preferred Shares | Citibank, N.A.(a) 399 Park Avenue New York, NY 10022 | 280 | 100 | % | ||||||
Citicorp(a) 399 Park Avenue New York, NY 10022 | ||||||||||
Citigroup Inc.(a) 399 Park Avenue New York, NY 10022 | ||||||||||
California Dividend Advantage 2 (NVX) — Common Shares | First Trust Portfolios L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 1,875,878 | 12.72 | % | ||||||
First Trust Advisors L.P.(b) 1001 Warrenville Road Lisle, IL 60532 | ||||||||||
The Charger Corporation(b) 1001 Warrenville Road Lisle, IL 60532 | ||||||||||
California Dividend Advantage 3 (NZH) — Common Shares | First Trust Portfolios L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 3,780,817 | 15.66 | % | ||||||
First Trust Advisors L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
The Charger Corporation(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
California Value (NCA) | First Trust Portfolios L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 1,986,900 | 7.87 | % | ||||||
First Trust Advisors L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
The Charger Corporation(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
California Value 2 (NCB) | First Trust Portfolios L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 453,121 | 13.78 | % |
Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Arizona Premium | Wells Fargo & Company(a) 420 Montgomery Street San Francisco, CA 94104 | 790 | 100 | % | ||||||
Wells Fargo Municipal Capital Strategies, LLC(a) 375 Park Avenue New York, NY 10152 | ||||||||||
California Dividend 2 | First Trust Portfolios L.P.(b) First Trust Advisors L.P.(b) The Charger Corporation(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 1,445,624 | 9.79 | % | ||||||
California Dividend 3 | First Trust Portfolios L.P.(b) First Trust Advisors L.P.(b) The Charger Corporation(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 2,546,106 | 10.54 | % | ||||||
California Value 2 | First Trust Portfolios L.P.(b) First Trust Advisors L.P.(b) The Charger Corporation(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 204,062 | 6.21 | % | ||||||
Massachusetts Premium | Gerald Fels(c) Marilyn Fels(c) 271 Thompson Road Webster, Massachusetts 05170 | 1,200,000 | 12.84 | % | ||||||
Massachusetts Premium | Wells Fargo & Company(a) 420 Montgomery Street San Francisco, CA 94104
Wells Fargo Municipal Capital Strategies, LLC(a) 375 Park Avenue New York, NY 10152 | 740 | 100 | % | ||||||
Michigan Quality | Wells Fargo & Company(a) 420 Montgomery Street San Francisco, CA 94104
Wells Fargo Municipal Capital Strategies, LLC(a) 375 Park Avenue New York, NY 10152 | 1,590 | 100 | % |
B-1
Fund and Class | Shareholder Name and Address | Amount of Shares Owned | Percentage Owned | |||||||
First Trust Advisors L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
The Charger Corporation(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
Connecticut Premium Income (NTC PrC) — MuniFund Term Preferred Shares | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 150,875 | 8.21 | % | ||||||
(NTC PrD) — MuniFund Term Preferred Shares | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 140,225 | 7.89 | % | ||||||
(NTC PrE) — MuniFund Term Preferred Shares | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 178,625 | 8.73 | % | ||||||
(NTC PrF) — MuniFund Term Preferred Shares | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 93,947 | 5.54 | % | ||||||
Floating Rate Income (JFR) | First Trust Portfolios L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 9,142,328 | 18.99 | % | ||||||
First Trust Advisors L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
The Charger Corporation(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
Floating Rate Income Opportunity (JRO) — Common Shares | First Trust Portfolios L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 6,364,263 | 20.56 | % | ||||||
First Trust Advisors L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
The Charger Corporation(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
Georgia Dividend Advantage 2 | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 405,927 | 12.58 | % | ||||||
(NKG PrD) — MuniFund Term Preferred Shares | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 275,309 | 9.71 | % |
B-2
Fund and Class | Shareholder Name and Address | Amount of Shares Owned | Percentage Owned | |||||||
(NKG PrE) — MuniFund Term | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 282,560 | 19.70 | % | ||||||
Maryland Premium Income (NMY PrC) — MuniFund Term Preferred Shares | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 293,534 | 7.57 | % | ||||||
(NMY PrE) — MuniFund Term Preferred Shares | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 326,104 | 12.31 | % | ||||||
(NMY PrG) — MuniFund Term Preferred Shares | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 236,647 | 11.43 | % | ||||||
(NMY PrF) — MuniFund Term Preferred Shares | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 405,171 | 14.84 | % | ||||||
Michigan Quality Income (NUM) | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 234,414 | 14.37 | % | ||||||
Missouri Premium Income (NOM) | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 96,220 | 5.40 | % | ||||||
New Jersey Dividend Advantage (NXJ) — Common Shares | First Trust Portfolios L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 938,446 | 14.28 | % | ||||||
First Trust Advisors L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
The Charger Corporation(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
New Jersey Dividend Advantage 2 (NUJ) — MuniFund Term Preferred Shares | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 401,358 | 11.45 | % | ||||||
(NUJ) — Common Shares | First Trust Portfolios L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 585,120 | 12.93 | % | ||||||
First Trust Advisors L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 |
B-3
Fund and Class | Shareholder Name and Address | Amount of Shares Owned | Percentage Owned | |||||||
The Charger Corporation(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
New Jersey Investment Quality (NQJ) — Common Shares | First Trust Portfolios L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 1,232,545 | 6.03 | % | ||||||
First Trust Advisors L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
The Charger Corporation(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
New Jersey Value (NJV) | First Trust Portfolios L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 363,180 | 23.26 | % | ||||||
First Trust Advisors L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
The Charger Corporation(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
New Jersey Premium Income (NNJ) | First Trust Portfolios L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 1,028,326 | 8.54 | % | ||||||
First Trust Advisors L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
The Charger Corporation(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
North Carolina Premium Income | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 136,125 | 5.60 | % | ||||||
(NNC PrD) — MuniFund Term Preferred Shares | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 170,942 | 6.70 | % | ||||||
(NNC PrE) — MuniFund Term Preferred Shares | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 102,791 | 6.19 | % | ||||||
(NNC PrF) — MuniFund Term Preferred Shares | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 164,744 | 5.55 | % |
B-4
Fund and Class | Shareholder Name and Address | Amount of Shares Owned | Percentage Owned | |||||||
(NNC PrG) — MuniFund Term Preferred Shares | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 191,615 | 6.67 | % | ||||||
Senior Income (NSL) | First Trust Portfolios L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 7,699,942 | 20.02 | % | ||||||
First Trust Advisors L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
The Charger Corporation(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
(NSL) — Common Shares | Guggenheim Capital, LLC(c) 227 West Monroe Street Chicago, IL 60606 | 1,901,432 | 5.85 | % | ||||||
Guggenheim Partners, LLC(c) 227 West Monroe Street Chicago, IL 60606 | ||||||||||
GP Holdo, LLC(c) 227 West Monroe Street Chicago, IL 60606 | ||||||||||
GPFT Holdco, LLC(c) 227 West Monroe Street Chicago, IL 60606 | ||||||||||
Guggenheim Funds Services Holdings, LLC(c) 2455 Corporate West Drive Lisle, IL 60532 | ||||||||||
Guggenheim Funds Services, LLC(c) 2455 Corporate West Drive Lisle, IL 60532 | ||||||||||
Guggenheim Funds Distributors, LLC(c) 2455 Corporate West Drive Lisle, IL 60532 | ||||||||||
Short Duration Credit Opportunities (JSD) — Common Shares | First Trust Portfolios L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 2,308,573 | 23.06 | % | ||||||
First Trust Advisors L.P.(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
The Charger Corporation(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | ||||||||||
(JSD) — Common Shares | Guggenheim Capital, LLC(c) 227 West Monroe Street Chicago, IL 60606 | 1,024,033 | 10.06 | % |
B-5
Fund and Class | Shareholder Name and Address | Amount of Shares Owned | Percentage Owned | |||||||
Guggenheim Partners, LLC(c) 227 West Monroe Street Chicago, IL 60606 | ||||||||||
GP Holdo, LLC(c) 227 West Monroe Street Chicago, IL 60606 | ||||||||||
GPFT Holdco, LLC(c) 227 West Monroe Street Chicago, IL 60606 | ||||||||||
Guggenheim Funds Services Holdings, LLC(c) 2455 Corporate West Drive Lisle, IL 60532 | ||||||||||
Guggenheim Funds Services, LLC(c) 2455 Corporate West Drive Lisle, IL 60532 | ||||||||||
Guggenheim Funds Distributors, LLC(c) 2455 Corporate West Drive Lisle, IL 60532 | ||||||||||
Texas Quality Income (NTX) — MuniFund Term Preferred Shares | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 1,265,568 | 17.85 | % |
Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
New Jersey Dividend | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 505,750 | 14.43 | % | ||||||
New Jersey Value | First Trust Portfolios L.P.(b) First Trust Advisors L.P.(b) The Charger Corporation(b) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 209,109 | 13.49 | % | ||||||
Pennsylvania Investment Quality | Wells Fargo & Company(a) 420 Montgomery Street San Francisco, CA 94104
Wells Fargo Municipal Capital Strategies, LLC(a) 375 Park Avenue New York, NY 10152 | 480 | 100 | % |
* | The information contained in this table is based on Schedule 13D and 13G filings made on or before |
(a) |
(b) | First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation filed their Schedule 13G jointly and did not differentiate holdings as to each entity. |
(c) |
Variable Rate Demand PreferredVRDP Shares (“VRDP Shares”) are designed to be eligible for purchase by money market funds. Based on information provided by remarketing agents for the VRDP Shares, money market funds within certain fund complexes may hold, in the aggregate, greater than 5% of the outstanding VRDP Shares of one or more Funds, and individual money market funds within such complexes may beneficially own an indeterminable amount of VRDP Shares exceeding 5% of the outstanding VRDP Shares of one or more 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, other than with respect to the Vanguard complex, including the number of VRDP Shares associated with the fund complex and percentage of total outstanding, is as follows: California AMT-Free (Series 3): JP Morgan (265 shares (62.1%)); California AMT-Free (Series 5): JP Morgan (491 shares (47.0%)), Schwab (553 shares (53.0%)); California Dividend Advantage(Series 1): JP Morgan (662 shares (48.6%)), Schwab (600 shares (44.1%)), Deutsche Bank (100 shares (7.3%)); California Dividend (Series 3): Federated (60 shares (12.0%)), Wells Fargo (90 shares (18.1%)); California Dividend (Series 4): Blackrock (100 shares (9.5%)), Federated (180 shares (17.0%)), JP Morgan (200 shares (18.9%)), Morgan Stanley (340 shares (32.2%)), Schwab (56 shares (5.3%)); California Dividend 2 (Series 1): Deutsche Bank (50 shares (5.1%)), Morgan Stanley (250 shares (25.5%)), Schwab (380 shares (38.8%)), Vanguard (250 shares (25.5%)), Morgan Stanley (150 shares (15.3%)), Deutsche Bank (200 shares (20.4%)); California Dividend Advantage 3 (Series 1): Deutsche Bank (150JP Morgan (140 shares (9.4%(8.8%)), Federated (220Schwab (159 shares (13.8%)), JP Morgan (240 shares (15%(9.9%)), Morgan Stanley (280 shares (17.5%)), Northern Trust (160Federated (220 shares (10%)), Schwab (400 shares (25%)), Vanguard
B-6
(150 shares (9.4%(13.8%)); New Jersey Dividend Advantage (Series 1): Schwab (100 shares (12.3%)), Northern Trust (100 shares
B-2
(12.3%)), Federated (450(193 shares (33.3%(23.8%)), Morgan Stanley (50 shares (11.1%(6.2%)), Northern TrustWells Fargo (100 shares (22.2%)), Vanguard (150 shares (33.3%(12.3%)); New Jersey Investment QualityDividend (Series 1)2): Blackrock (80Federated (410 shares (5.5%(28.4%)), JP Morgan (250 shares (17.3%)), Schwab (430(105 shares (29.8%)), Vanguard (383 shares (26.5%)), Federated (300 shares (20.8%(7.3%)); New Jersey Premium IncomeDividend (Series 1)3): Blackrock (40Federated (360 shares (4.5%(40.6%)), JP Morgan (146 shares (16.5%), Schwab (260 shares (29.3%)), Vanguard (240 shares (27.1%)), Federated (200 shares (22.6%)); Ohio Quality Income (Series 1): Blackrock (30Deutsche Bank (150 shares (2%(10.1%)), Federated (278 shares (18.8%)), JP Morgan (230 shares (15.5%)), Schwab (70 shares, (4.7%)), Vanguard (320 shares (21.6%)), Federated (250 shares (16.9%)), Morgan Stanley (170 shares (11.5%)), Deutsche Bank (150 shares (10.1%)), Northern Trust (260 shares (17.6%)); Virginia Premium IncomePennsylvania Investment Quality (Series 1)2): Blackrock (110 shares (9.8%)), Deutsche Bank (150(175 shares (11.7%(15.6%)), Federated (300(280 shares (23.4%(24.9%)), Northern Trust (170 shares (15.1%)); and Pennsylvania Investment Quality (Series 3): Federated (220 shares (21.0%)), JP Morgan (380(190 shares (18.1%)), Schwab (85 shares (8.1%)).
Information with respect to the holdings of VRDP Shares by funds in the Vanguard complex identified by Vanguard, including the number of VRDP Shares held and percentage of total outstanding, is as follows: California AMT-Free (Series 3): Vanguard California Tax-Exempt Money Market Fund (162 shares (37.9%)); California Dividend (Series 3): Vanguard California Tax-Exempt Money Market Fund (148 shares (29.7%)), Morgan StanleyVanguard Tax-Exempt Money Market Fund (200 shares (15.6%(40.2%)); California Dividend (Series 4): Vanguard California Tax-Exempt Money Market Fund (180 shares (17.0%)); California Dividend 2 (Series 1): Vanguard California Tax-Exempt Money Market Fund (300 shares (30.6%)); California Dividend 3 (Series 1): Vanguard California Tax-Exempt Money Market Fund (789 shares (49.3%)); New Jersey Dividend (Series 1): Vanguard Tax-Exempt Money Market Fund (240 shares (29.6%)); New Jersey Dividend (Series 2): Vanguard New Jersey Tax-Exempt Money Market Fund (473 shares (32.8%)), Northern Trust (250Vanguard Tax-Exempt Money Market Fund (150 shares (19.5%(13.4%)); New Jersey Dividend (Series 3): Vanguard New Jersey Tax-Exempt Money Market Fund (100 shares (11.3%)), Vanguard Tax-Exempt Money Market Fund (280 shares (31.6%)); Ohio Quality (Series 1): Vanguard Ohio Tax-Exempt Money Market Fund (210 shares (14.2%)), Vanguard Tax-Exempt Money Market Fund (110 shares (7.4%)); Pennsylvania Investment Quality (Series 2): Vanguard Pennsylvania Tax-Exempt Money Market Fund (390 shares (34.7%)); and Pennsylvania Investment Quality (Series 3): Vanguard Pennsylvania Tax-Exempt Money Market Fund (505 shares (48.1%)).
iMTP Shares are designed to be eligible for purchase by institutional investors. Based on information provided by the initial purchasers for the iMTP Shares, money market funds within certain fund complexes may hold, in the aggregate, greater than 5% of the outstanding iMTP Shares of a Fund, and individual money market funds within such complexes may beneficially own an indeterminable amount of iMTP Shares exceeding 5% of the outstanding iMTP Shares of a Fund.
B-7B-3
APPENDIX C
NUMBER OF BOARD AND COMMITTEE MEETINGS
HELD DURING EACH FUND’S LAST FISCAL YEAR
Fund | Regular Board Meeting | Special Board Meeting | Executive Committee Meeting | Dividend Committee Meeting | Compliance, Risk Management and Regulatory Oversight Committee Meeting | Audit Committee Meeting | Nominating and Governance Committee Meeting | Closed- End Funds Committee Meeting | ||||||||||||||||||||||||
Arizona Premium Income | 5 | 6 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
California Dividend Advantage 2 | 5 | 6 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
California Dividend Advantage 3 | 5 | 6 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
California Value | 5 | 6 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
California Value 2 | 5 | 6 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
Connecticut Premium Income | 5 | 4 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
Floating Rate Income | 5 | 6 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
Floating Rate Income Opportunity | 5 | 6 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
Georgia Dividend Advantage 2 | 5 | 4 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
Maryland Premium Income | 5 | 4 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
Michigan Quality Income | 5 | 6 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
Missouri Premium Income | 5 | 4 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
New Jersey Dividend Advantage | 5 | 4 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
New Jersey Dividend Advantage 2 | 5 | 4 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
New Jersey Investment Quality | 5 | 4 | 1 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
New Jersey Value | 5 | 4 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
New Jersey Premium Income | 5 | 4 | 1 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
North Carolina Premium Income | 5 | 4 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
Ohio Quality Income | 5 | 6 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
Pennsylvania Value | 5 | 4 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
Preferred and Income | 5 | 7 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
Senior Income | 5 | 6 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
Short Duration Credit Opportunities | 5 | 6 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
Texas Quality Income | 5 | 6 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
Virginia Premium Income | 5 | 4 | 0 | 4 | 5 | 4 | 6 | 4 |
Fund | Regular Board Meeting | Special Board Meeting | Executive Committee Meeting | Dividend Committee Meeting | Compliance, Risk Management and Regulatory Oversight Committee Meeting | Audit Committee Meeting | Nominating and Governance Committee Meeting | Closed- End Funds Committee | ||||||||||||||||||||||||
Arizona Premium | 6 | 8 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
California AMT-Free | 6 | 8 | 1 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
California Dividend | 6 | 8 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
California Dividend 2 | 6 | 8 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
California Dividend 3 | 6 | 8 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
California Value | 6 | 8 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
California Value 2 | 6 | 8 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
Massachusetts Premium | 6 | 7 | 1 | 5 | 5 | 4 | 5 | 4 | ||||||||||||||||||||||||
Michigan Quality | 6 | 8 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
New Jersey Dividend | 6 | 7 | 1 | 5 | 6 | 4 | 6 | 4 | ||||||||||||||||||||||||
New Jersey Value | 6 | 7 | 0 | 5 | 6 | 4 | 6 | 4 | ||||||||||||||||||||||||
Ohio Quality | 6 | 8 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
Pennsylvania Investment Quality | 6 | 7 | 1 | 5 | 6 | 4 | 6 | 4 | ||||||||||||||||||||||||
Pennsylvania Value | 6 | 7 | 0 | 5 | 6 | 4 | 6 | 4 | ||||||||||||||||||||||||
Texas Quality | 6 | 8 | 0 | 4 | 5 | 4 | 6 | 4 |
C-1
APPENDIX D
NUVEEN FUND BOARD
AUDIT COMMITTEE CHARTER
There shall be a committee of each Board of Directors/Trustees (the “Board”) of the Nuveen Management Investment Companies (the “Funds” or, individually, a “Fund”) to be known as the Audit Committee. The Audit Committee shall be comprised of at least three Directors/ Trustees. Audit Committee members shall be independent of the Funds and free of any relationship that, in the opinion of the Directors/Trustees, would interfere with their exercise of independent judgment as an Audit Committee member. In particular, each member must meet the independence and experience requirements applicable to the Funds of the exchanges on which shares of the Funds are listed, Section 10A of the Securities Exchange Act of 1934 (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”). Each such member of the Audit Committee shall have a basic understanding of finance and accounting, be able to read and understand fundamental financial statements, and be financially literate, and at least one such member shall have accounting or related financial management expertise, in each case as determined by the Directors/ Trustees, exercising their business judgment (this person may also serve as the Audit Committee’s “financial expert” as defined by the Commission). The Board shall appoint the members and the Chairman of the Audit Committee, on the recommendation of the Nominating and Governance Committee. The Audit Committee shall meet periodically but in any event no less frequently than on a semi-annual basis. Except for the Funds, Audit Committee members shall not serve simultaneously on the audit committees of more than two other public companies.
The Audit Committee shall assist the Board in oversight and monitoring of (1) the accounting and reporting policies, processes and practices, and the audits of the financial statements, of the Funds; (2) the quality and integrity of the financial statements of the Funds; (3) the Funds’ compliance with legal and regulatory requirements, (4) the independent auditors’ qualifications, performance and independence; and (5) oversight of the Pricing Procedures of the Funds and the Valuation Group. In exercising this oversight, the Audit Committee can request other committees of the Board to assume responsibility for some of the monitoring as long as the other committees are composed exclusively of independent directors.
In doing so, the Audit Committee shall seek to maintain free and open means of communication among the Directors/Trustees, the independent auditors, the internal auditors and the management of the Funds. The Audit Committee shall meet periodically with Fund management, the Funds’ internal auditor, and the Funds’ independent auditors, in separate executive sessions. The Audit Committee shall prepare reports of the Audit Committee as required by the Commission to be included in the Fund’s annual proxy statements or otherwise.
The Audit Committee shall have the authority and resources in its discretion to retain special legal, accounting or other consultants to advise the Audit Committee and to otherwise discharge its responsibilities, including appropriate funding as determined by the Audit Committee for compensation to independent auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for a Fund, compensation
D-1
to advisers employed by the Audit Committee, and ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties, as determined in its discretion. The Audit Committee may request any officer or employee of Nuveen Investments, Inc. (or its affiliates) (collectively, “Nuveen”) or the Funds’ independent auditors or outside counsel to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. The Funds’ independent auditors and internal auditors shall have unrestricted accessibility at any time to Committee members.
Responsibilities
Fund management has the primary responsibility to establish and maintain systems for accounting, reporting, disclosure and internal control.
The independent auditors have the primary responsibility to plan and implement an audit, with proper consideration given to the accounting, reporting and internal controls. Each independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Funds shall report directly to the Audit Committee. The independent auditors are ultimately accountable to the Board and the Audit Committee. It is the ultimate responsibility of the Audit Committee to select, appoint, retain, evaluate, oversee and replace any independent auditors and to determine their compensation, subject to ratification of the Board, if required. These Audit Committee responsibilities may not be delegated to any other Committee or the Board.
The Audit Committee is responsible for the following:
With respect to Fund financial statements:
D-2
With respect to the independent auditors:
D-3
D-4
With respect to any internal auditor:
With respect to pricing and valuation oversight:
D-5
Other responsibilities:
D-6
Although the Audit Committee shall have the authority and responsibilities set forth in this Charter, it is not the responsibility of the Audit Committee to plan or conduct audits or to determine that the Funds’ financial statements are complete and accurate and are in accordance with generally accepted accounting principles. That is the responsibility of management and the independent auditors. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditors or to ensure compliance with laws and regulations.
D-7
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.com |
NUVEEN FUNDS PROXY THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR AN ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 17, 2015
|
COMMON SHARES
The Annual Meeting of Shareholders will be held Tuesday, November 26, 201317, 2015 at 2:00 p.m. Central time, in the offices of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois, 60606. At this meeting, you will be asked to vote on the proposalsproposal described in the proxy statement attached. The undersigned hereby appoints Kevin J. McCarthy, Kathleen L. Prudhomme and Gifford R. Zimmerman, 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 Tuesday, November 26, 2013,17, 2015, or any adjournment or adjournmentsadjournment(s) thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE 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 BY TELEPHONE: 1-800-337-3503 NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF SHARES ARE HELD JOINTLY, EACH HOLDER MUST SIGN THE PROXY. IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY. Signature Signature Date NUV_27080_Com_093015 FUNDS FUNDS FUNDS Nuveen Arizona Premium Income Municipal Fund Nuveen California AMT-Free Municipal Income Fund Nuveen CA Dividend Advantage Municipal Fund Nuveen CA Dividend Advantage Municipal Fund 2 Nuveen CA Dividend Advantage Municipal Fund 3 Nuveen California Municipal Value Fund, Inc. Nuveen California Municipal Value Fund 2 Nuveen MA Premium Income Municipal Fund Nuveen Michigan Quality Income Municipal Fund Nuveen NJ Dividend Advantage Municipal Fund Nuveen New Jersey Municipal Value Fund Nuveen Ohio Quality Income Municipal Fund Nuveen PA Investment Quality Municipal Fund Nuveen Pennsylvania Municipal Value Fund Nuveen Texas Quality Income Municipal Fund VOTE ON THE INTERNET Log on to:
or scan the QR code Follow the on-screen instructions available 24 hours
| ||||||||||||
| ||||||||||||
|
|
|
VOTING OPTIONS
Read your proxy statement and have it at hand when voting.
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded
instructions
available 24 hours
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return it in the
postage-paid envelope.
VOTE IN PERSON
Attend Shareholders Meeting
333 West Wacker Dr.
Chicago. IL 60606
On November 17, 2015
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL.
In their discretion, the proxy holders are authorized to vote upon such other matters as may properly come before the meetingAnnual Meeting or any adjournmentadjournment(s) thereof.
Properly executed proxies will be voted as specified. If no other specification is made, such shares will be voted “FOR” eachthe proposal.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example:
1a. Election of Board Members: To withhold authority to vote for any individual nominee(s) mark the “FOR ALL EXCEPT” and write the nominee
number(s) on the line provided.
|
|
|
| |||
|
|
|
| |||
|
|
Class III:
|
|
| ||||||
01. Jack B. Evans 02. Thomas S. Schreier, Jr. FOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL ALL ALL EXCEPT ALL ALL EXCEPT 01 Nuveen Arizona Premium Income Municipal Fund | ¨¨¨ 02 Nuveen California AMT-Free Municipal Income Fund¨¨¨ 03 Nuveen CA Dividend Advantage Municipal Fund¨¨¨ 04 Nuveen CA Dividend Advantage Municipal Fund 2¨¨¨ 05 Nuveen CA Dividend Advantage Municipal Fund 3¨¨¨ 06 Nuveen MA Premium Income Municipal Fund¨¨¨ 07 Nuveen Michigan Quality Income Municipal Fund¨¨¨ 08 Nuveen NJ Dividend Advantage Municipal Fund¨¨¨ 09 Nuveen Ohio Quality Income Municipal Fund¨¨¨ 10 Nuveen PA Investment Quality Municipal Fund¨¨¨ 11 Nuveen Texas Quality Income Municipal Fund¨¨¨ 1b. Election of Board Members: To withhold authority to vote for any individual nominee(s) mark the “FOR ALL EXCEPT” and write the nominee number(s) on the line provided. Class III: 01. Jack B. Evans 02. William J. Schneider 03. Thomas S. Schreier, Jr. FOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL ALL ALL EXCEPT ALL ALL EXCEPT 01 Nuveen California Municipal Value Fund, Inc.¨¨¨ 02 Nuveen California Municipal Value Fund 2¨¨¨ 03 Nuveen New Jersey Municipal Value Fund¨¨¨ 04 Nuveen Pennsylvania Municipal Value Fund¨¨¨ | |||||||
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
| |||||||||
Important Notice Regarding the Availability of Proxy Materials for the Nuveen Annual
Meeting of Shareholders to Be Held on November 26, 2013.17, 2015.
The Proxy Statement for this meeting is available at:
http://www.nuveenproxy.com/ProxyInfo/CEF/Default.aspxClosed-End-Fund-Proxy-Information/
IMPORTANT: PLEASE SIGN AND DATE BEFORE MAILING.
NUV_24977_Com_092413NUV_27080_Com_093015
DO NOT TEAR
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
IMPORTANT!
Please detach at perforation before mailing.
NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND
THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR AN ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 17, 2015
|
| |||||
PREFERRED SHARES
The Annual Meeting of Shareholders will be held Tuesday, November 26, 201317, 2015 at 2:00 p.m. Central time, in the offices of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois, 60606. At this meeting, you will be asked to vote on the proposalsproposal described in the proxy statement attached. The undersigned hereby appoints Kevin J. McCarthy, Kathleen L. Prudhomme and Gifford R. Zimmerman, 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 Tuesday, November 26, 2013,17, 2015, or any adjournment or adjournmentsadjournment(s) thereof.
| ||||||||
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE VOTECOMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN THIS PROXY PROMPTLY USINGIT IN THE ENCLOSED ENVELOPE.ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED.
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF SHARES ARE HELD JOINTLY, EACH HOLDER MUST SIGN THE PROXY. IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY.
Signature
Signature
Date NAZ_27080_092815_Pref
PROXY
EVERY SHAREHOLDER’S VOTE IS IMPORTANTIMPORTANT!
VOTE THIS PROXY CARD TODAY!
Important Notice Regarding the Availability of Proxy Materials for the Nuveen Annual
Meeting of Shareholders to Be Held on November 26, 2013.17, 2015.
The Proxy Statement for this meeting is available at:
http://www.nuveenproxy.com/ProxyInfo/CEF/Default.aspx
Closed-End-Fund-ProxyInformation/
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 meetingAnnual Meeting or any adjournmentadjournment(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. Example:
|
| FOR WITHHOLD FOR ALL
| ||||||||||
|
|
| ||||||||||
| ||||||||||||
WE URGE YOU TOALL ALL EXCEPT
1a. Election of Board Members:
Class III: Preferred Shares Only:
01. Jack B. Evans 03. William C. Hunter
02. Thomas S. Schreier, Jr. 04. William J. Schneider
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 below.
PLEASE SIGN AND DATE AND MAIL THIS PROXY PROMPTLYON THE REVERSE SIDE
24977_092413-Pref-CNAZ_27080_092815_Pref