The composition of the Board of NCA, NCB, NXC, NXN, NJV, NPN, NNY and NYV is as follows:
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| (c) | For |
| Schreier have been designated as Class III Board Members |
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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 2017 or until their successors have been duly elected and qualified. |
For each of NAZ, NTX, NUM, NUO, NVX, NZH, NQP and NRK:
Board Members are standing for election at the Meeting as follows:
| (d) | For AMT-Free Income, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Dividend Advantage Municipal and Municipal High Income: |
| (i) |
| (ii) | two (2) Board Members are to be elected by holders of Preferred Shares, |
The composition of the Board of NAZ, NTX, NUM, NUO, NVX, NZH, NQP and NRK is as follows:
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32
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 abovein 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.
For all Funds, othereach Minnesota Fund, except Investment Quality, Municipal Income and Municipal Value, each Board Member was last elected to each Fund’s Board at the annual meeting of shareholders held on August 5, 2014. For Investment Quality, each Board Member was last elected to the Fund’s Board at the annual meeting of shareholders held on August 15, 2014.
For Municipal Income, Board Members Adams, Kundert, Nelson and Toth were lasted elected to the Fund’s Board as Class I Board Members at the annual meeting of shareholders held on August 5, 2014. Board Members Hunter, Stockdale, Stone and Stringer were last elected to the Fund’s Board as Class III Board Members at the annual meeting of shareholders held on August 7, 2013. Board Members Evans and Schneider were lasted elected to the Fund’s Board as Class II Board Members at the annual meeting of shareholders held on July 31, 2012.
For AMT-Free Value, Build America, Build America Opportunity, California Select, Enhanced Value, Municipal Value, New York Select, Select Maturities, Select Tax-Free, Select Tax-Free 2 and Select Tax-Free 3, Board Members Adams, Kundert, Nelson and Toth were lasted elected to each Fund’s Board as Class II Board Members at the annual meeting of shareholders held on August 5, 2014. Board Members Hunter, Stockdale, Stone and Stringer were last elected to each Fund’s Board as Class I Board Members at the annual meeting of shareholders held on August 7,
7
2013. Board Members Evans and Schneider were lasted elected to each Fund’s Board as Class III Board Members at the annual meeting of shareholders held on July 31, 2012.
For AMT-Free Income, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Dividend Advantage Municipal and Municipal High Income, Board Members Adams, Kundert, Nelson and Toth were lasted elected to each Fund’s Board as Class II Board Members and Board Members Hunter and Schneider were last elected to each Fund’s Board by holders of Preferred Shares at the annual meeting of shareholders held on August 5, 2014. For each Fund, except Municipal High Income, Board Members Stockdale, Stone and Stringer were lasted elected to each Fund’s Board as Class I Board Members at the annual meeting of shareholders held on August 7, 2013. For Municipal High Income, Board Members Stockdale, Stone and Stringer were lasted elected to the Fund’s Board as Class I Board Members at the annual meeting of shareholders held on May 16, 2013. For each Fund, Board Member Evans was last elected to each Fund’s Board as a Class III Board Member at the annual meeting of shareholders held on July 31, 2012.
On September 1, 2013, Mr. Schreier was appointed as a Board Member and designated as a Class II Board Member for Municipal Income and as a Class III Board Member for Municipal Value and each Massachusetts Fund.
For Dow Dynamic Overwrite, each Board Member was appointed by the initial shareholder of the Fund on December 12, 2014. For Global High Income, each Board Member was appointed by the initial shareholder of the Fund on November 21, 2014. For NASDAQ Dynamic Overwrite, each Board Member was appointed by the initial shareholder on December 12, 2014.
Other than Messrs. Adams and Schreier, all Board Member nominees 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, the Adviser’s parent company, or any affiliate. Accordingly, such Board Members are deemed “Independent Board Members.”
8
The Board of each Fund unanimously recommends that shareholders of the Fund vote FOR the election of the nominees named herein.nominees.
Board Nominees/Board Members and Nominees
| Name, and Year of Birth | Position(s) Held with | 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 | |||||||
William J. Schneider(2) c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606
| Chairman of the Board; Board Member | Term:
Length of | Chairman of Miller-Valentine Partners, a real estate investment company; Board Member of Med-America Health System, of Tech Town, Inc., a not-for-profit community development company, and of WDPR Public | None | ||||||||
|
| |||||||||||
33
| ||||||||||
Jack B. Evans c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606
| Board Member | Term:
Length of | President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Director, Source Media Group; Life Trustee of Coe College and | Director and | ||||||
9
| 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 | Number of Portfolios in Fund Complex Overseen by Board Member | Other Directorships Held by Board Member During the Past Five Years | |||||
William C. Hunter c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606
| Board Member | Term:
Length of | Dean Emeritus, | Director (since 2004) of Xerox | ||||||
3410
| Name, and Year of Birth | Position(s) Held with | 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
| Board Member | Term:
Length of | 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, | None | ||||||
3511
| Name, and Year of Birth | Position(s) Held with | 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, IL 60606
| Board Member | Term:
Length of | None | |||||||
3612
| Name, and Year of Birth | Position(s) Held with | 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
| Board Member | Term:
Length of | Board Member of the U.S. Endowment for Forestry and Communities (since 2013); Board Member of the Land Trust Alliance (since 2013); formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation; prior thereto, Executive Director, Great Lakes Protection Fund(1990-1994). | None | ||||||
Carole E. Stone c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606
| Board Member | Term:
Length of | 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 (2005-2010) | Director, CBOE Holdings, Inc. (since 2010). | ||||||
Virginia L. Stringer c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606
| Board Member | Term:
Length of | Board Member, Mutual Fund Directors Forum; former Member, Governing Board, Investment Company Institute’s Independent Directors Council; Governance consultant and non-profit board member; former Owner and President, Strategic Management Resources, Inc., a management consulting firm; previously, held several executive positions in general management, marketing and human resources at IBM and The Pillsbury Company. | Previously, Independent Director (1987-2010) and Chair (1997-2010), First American Fund | ||||||
3713
| Name, and Year of Birth | Position(s) Held with | 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
| Board Member | Term:
Length of | Managing Partner, Promus Capital (since 2008); Director, | None | ||||||
3814
| Name, and Year of Birth | Position(s) Held with | 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 | |||||||
William Adams IV c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606
| Board Member | Term:
Length of | Senior Executive Vice President, Global Structured Products (since 2010), formerly, Executive Vice President, U.S. Structured Products (1999-2010) of Nuveen Investments, Inc.; Executive Vice President of Nuveen Securities, LLC; Co-President of Nuveen Fund Advisors, LLC (since 2011); President (since 2011), formerly, Managing Director (2010-2011), of Nuveen Commodities Asset Management, LLC; Board Member of the Chicago Symphony Orchestra and of Gilda’s Club Chicago. | None | ||||||||
Thomas S. Schreier, Jr. c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606
| Board Member | Term: Length of | 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); 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 (2001-2010). | None | ||||||||
| (1) | Length of Time Served indicates the year in which the individual became a Board Member of a fund in the Nuveen fund complex. |
| (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. |
15
| (3) | For Municipal Value and each Massachusetts Fund, except AMT-Free Income, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Dividend Advantage Municipal and Municipal High Income, Board Member Hunter serves as a Class I Board Member and Board Member Schneider serves as a Class III Board Member. For Municipal Income, Board Members Adams, Kundert, Nelson and Toth serve as Class I Board Members; Board Members Evans, Schreier and Schneider serve as Class II Board Members; and Board Members Hunter, Stockdale, Stone and Stringer serve as Class III Board Members. |
| (4) | 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 |
39
affiliate of |
| Each of Messrs. Adams and Schreier is an “interested person” as defined in the 1940 Act by reason of his |
Share Ownership
In order to create an appropriate identity of interests between Board Members and shareholders, the boardsBoards of directors/trusteesDirectors/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.
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, 20132014 is set forth inAppendix F.A. The number of shares of each Fund beneficially owned by each Board Member and by the Board Members and executive officers of the Funds as a group as of December 31, 20132014 is also set forth inAppendix FA. On December 31, 2014, Board Members and executive officers as a group beneficially owned approximately 2,080,000 million 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 the Record Date,June 8, 2015, each Board Member’s and executive officer’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of eachthe Fund. As of the Record Date,June 8, 2015, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund. As of June 8, 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, 2014,2015, each Independent Board Member received a $140,000$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 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 meetings where in-person attendance was not required, provided that no fees were received for
16
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
40
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 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 might have, in its discretion, established a minimum amount to be allocated to each fund.
Effective January 1, 2014,2015, each Independent Board Members receiveMember receives a $150,000$160,000 annual retainer plus: (a) a fee of $5,000$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. In addition to the payments described above, the Chairman of the Board
17
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
41
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.
The Funds do not have retirement or pension plans. Certain Nuveen funds (the “Participating Funds”) participate in a deferred compensation plan (the “Deferred Compensation Plan”) that permits an Independent Board Member to elect to defer receipt of all or a portion of his or her compensation as an Independent Board Member. The deferred compensation of a participating Independent Board Member is credited to a book reserve account of the Participating Fund when the compensation would otherwise have been paid to such Independent Board Member. The value of the Independent Board Member’s deferral account at any time is equal to the value that the account would have had if contributions to the account had been invested and reinvested in shares of one or more of the eligible Nuveen funds. At the time for commencing distributions from an Independent Board Member’s deferral account, the Independent Board Member may elect to receive distributions in a lump sum or over a period of 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.
18
The tables set forth inAppendix G show,table below shows, for each Independent Board Member, the aggregate compensation paid by each Fund to each Board Member nominee for its last fiscal year and the aggregate compensation paid by all Nuveen funds to each Board Member for the calendar year ended December 31, 2013.
| Aggregate Compensation from the Funds(1) | ||||||||||||||||||||||||||||||||||||
| Fund Name | 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 | |||||||||||||||||||||||||||
AMT-Free Income | $ | 4,557 | $ | 4,122 | $ | 4,415 | $ | 3,994 | $ | 5,275 | $ | 4,407 | $ | 4,394 | $ | 3,979 | $ | 4,574 | ||||||||||||||||||
AMT-Free Value | 605 | 548 | 559 | 531 | 680 | 580 | 579 | 529 | 605 | |||||||||||||||||||||||||||
Build America | 1,929 | 1,640 | 1,791 | 1,627 | 1,988 | 1,700 | 1,744 | 1,576 | 1,845 | |||||||||||||||||||||||||||
Build America Opportunity | 511 | 436 | 455 | 432 | 527 | 454 | 478 | 419 | 494 | |||||||||||||||||||||||||||
California Select | 266 | 227 | 247 | 224 | 274 | 234 | 240 | 217 | 254 | |||||||||||||||||||||||||||
Dividend Advantage | 2,379 | 2,152 | 2,305 | 2,086 | 2,755 | 2,302 | 2,295 | 2,078 | 2,388 | |||||||||||||||||||||||||||
Dividend Advantage 2 | 1,792 | 1,621 | 1,736 | 1,570 | 2,052 | 1,713 | 1,728 | 1,564 | 1,798 | |||||||||||||||||||||||||||
Dividend Advantage 3 | 3,681 | 3,451 | 3,669 | 3,385 | 4,033 | 3,637 | 3,605 | 3,377 | 3,700 | |||||||||||||||||||||||||||
Dividend Advantage Municipal | 2,858 | 2,680 | 2,848 | 2,628 | 3,342 | 2,979 | 2,799 | 2,622 | 2,873 | |||||||||||||||||||||||||||
Dow Dynamic Overwrite | 1,790 | 1,654 | 1,742 | 1,609 | 2,011 | 1,712 | 1,681 | 1,603 | 1,775 | |||||||||||||||||||||||||||
Enhanced Value | 864 | 780 | 835 | 755 | 989 | 824 | 832 | 752 | 866 | |||||||||||||||||||||||||||
Global High Income | 2,171 | 2,008 | 2,127 | 1,950 | 2,456 | 2,078 | 2,034 | 1,943 | 2,160 | |||||||||||||||||||||||||||
Investment Quality | 2,209 | 1,998 | 2,140 | 1,936 | 2,530 | 2,112 | 2,130 | 1,929 | 2,217 | |||||||||||||||||||||||||||
Municipal Advantage | 2,826 | 2,576 | 2,754 | 2,502 | 3,206 | 2,742 | 2,734 | 2,494 | 2,837 | |||||||||||||||||||||||||||
Municipal High Income | 2,064 | 1,866 | 1,997 | 1,807 | 2,360 | 1,971 | 1,989 | 1,801 | 2,070 | |||||||||||||||||||||||||||
Municipal Income | 253 | 229 | 234 | 222 | 285 | 243 | 242 | 221 | 253 | |||||||||||||||||||||||||||
Municipal Market Opportunity | 2,824 | 2,554 | 2,736 | 2,475 | 3,234 | 2,700 | 2,723 | 2,465 | 2,834 | |||||||||||||||||||||||||||
Municipal Opportunity | 5,878 | 5,317 | 5,695 | 5,152 | 6,732 | 5,620 | 5,669 | 5,133 | 5,900 | |||||||||||||||||||||||||||
Municipal Value | 5,609 | 5,068 | 5,429 | 4,909 | 6,433 | 5,360 | 5,406 | 4,890 | 5,630 | |||||||||||||||||||||||||||
NASDAQ Dynamic Overwrite | 2,181 | 1,991 | 2,134 | 1,936 | 2,422 | 2,053 | 1,989 | 1,929 | 2,128 | |||||||||||||||||||||||||||
New York Select | 156 | 133 | 145 | 132 | 161 | 138 | 141 | 127 | 150 | |||||||||||||||||||||||||||
Performance Plus | 4,096 | 3,704 | 3,967 | 3,590 | 4,690 | 3,915 | 3,949 | 3,576 | 4,110 | |||||||||||||||||||||||||||
Premier Income | 1,169 | 1,057 | 1,133 | 1,025 | 1,339 | 1,118 | 1,127 | 1,021 | 1,173 | |||||||||||||||||||||||||||
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| Aggregate Compensation from the Funds(1) | ||||||||||||||||||||||||||||||||||||
| Fund Name | 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 | |||||||||||||||||||||||||||
Premium Income | $ | 3,746 | $ | 3,388 | $ | 3,629 | $ | 3,283 | $ | 4,290 | $ | 3,581 | $ | 3,612 | $ | 3,271 | $ | 3,760 | ||||||||||||||||||
Premium Income 2 | 4,315 | 3,903 | 4,181 | 3,782 | 4,942 | 4,126 | 4,162 | 3,768 | 4,331 | |||||||||||||||||||||||||||
Premium Income 4 | 2,377 | 2,150 | 2,303 | 2,083 | 2,722 | 2,272 | 2,292 | 2,075 | 2,386 | |||||||||||||||||||||||||||
Quality Income | 3,730 | 3,400 | 3,636 | 3,304 | 4,233 | 3,620 | 3,609 | 3,292 | 3,745 | |||||||||||||||||||||||||||
Quality Municipal | 2,216 | 2,004 | 2,146 | 1,942 | 2,537 | 2,118 | 2,136 | 1,934 | 2,224 | |||||||||||||||||||||||||||
Select Maturities | 365 | 312 | 324 | 307 | 376 | 324 | 341 | 298 | 352 | |||||||||||||||||||||||||||
Select Quality | 2,214 | 2,002 | 2,144 | 1,940 | 2,535 | 2,116 | 2,135 | 1,933 | 2,222 | |||||||||||||||||||||||||||
Select Tax-Free | 687 | 585 | 636 | 578 | 708 | 604 | 620 | 559 | 656 | |||||||||||||||||||||||||||
Select Tax-Free 2 | 704 | 600 | 652 | 592 | 725 | 619 | 635 | 573 | 673 | |||||||||||||||||||||||||||
Select Tax-Free 3 | 542 | 462 | 502 | 456 | 559 | 477 | 490 | 442 | 518 | |||||||||||||||||||||||||||
Total Compensation from Nuveen Funds Paid to Board Members/Nominees | $ | 316,080 | $ | 286,000 | $ | 305,850 | $ | 275,500 | $ | 353,138 | $ | 299,890 | $ | 287,819 | $ | 279,500 | $ | 313,964 | ||||||||||||||||||
| (1) | Includes deferred fees. Pursuant to a deferred compensation agreement with certain Participating Funds, deferred amounts are treated as though an equivalent dollar amount has been invested in shares of one or more Participating Funds. Total deferred fees for the Participating Funds (including the return from the assumed investment in the Participating Funds) payable are: |
| Fund Name | 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 | |||||||||||||||||||||||||||
AMT-Free Income | $ | 562 | $ | — | $ | 4,415 | $ | — | $ | 5,275 | $ | 978 | $ | 2,219 | $ | — | $ | 2,022 | ||||||||||||||||||
Build America | 196 | — | 1,791 | — | 1,988 | 503 | 844 | — | 916 | |||||||||||||||||||||||||||
California Select | 27 | — | 247 | — | 274 | 69 | 116 | — | 126 | |||||||||||||||||||||||||||
Dividend Advantage | 294 | — | 2,305 | — | 2,755 | 510 | 1,159 | — | 1,056 | |||||||||||||||||||||||||||
Dividend Advantage 2 | 221 | — | 1,736 | — | 2,052 | 384 | 872 | — | 795 | |||||||||||||||||||||||||||
Dividend Advantage 3 | 427 | — | 3,669 | — | 4,033 | 925 | 1,820 | — | 1,721 | |||||||||||||||||||||||||||
Dividend Advantage Municipal | 331 | — | 2,848 | — | 3,342 | 736 | 1,413 | — | 1,337 | |||||||||||||||||||||||||||
Dow Dynamic Overwrite | 140 | — | 1,172 | — | 1,330 | 253 | 518 | — | 511 | |||||||||||||||||||||||||||
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| Fund Name | 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 | |||||||||||||||||||||||||||
Enhanced Value | $ | 106 | $ | — | $ | 835 | $ | — | $ | 989 | $ | 186 | $ | 420 | $ | — | $ | 383 | ||||||||||||||||||
Global High Income | 196 | — | 1,627 | — | 1,856 | 345 | 720 | — | 707 | |||||||||||||||||||||||||||
Investment Quality | 273 | — | 2,140 | — | 2,530 | 473 | 1,076 | — | 980 | |||||||||||||||||||||||||||
Municipal Advantage | 344 | — | 2,754 | — | 3,206 | 635 | 1,380 | — | 1,268 | |||||||||||||||||||||||||||
Municipal High Income | 254 | — | 1,997 | — | 2,360 | 444 | 1,004 | — | 917 | |||||||||||||||||||||||||||
Municipal Market Opportunity | 348 | — | 2,736 | — | 3,234 | 606 | 1,375 | — | 1,253 | |||||||||||||||||||||||||||
Municipal Opportunity | 726 | — | 5,695 | — | 6,732 | 1,260 | 2,862 | — | 2,607 | |||||||||||||||||||||||||||
Municipal Value | 694 | — | 5,429 | — | 6,433 | 1,197 | 2,729 | — | 2,485 | |||||||||||||||||||||||||||
NASDAQ Dynamic Overwrite | 261 | — | 2,134 | — | 2,422 | 459 | 944 | — | 930 | |||||||||||||||||||||||||||
New York Select | 16 | — | 145 | — | 161 | 41 | 68 | — | 74 | |||||||||||||||||||||||||||
Performance Plus | 505 | — | 3,967 | — | 4,690 | 879 | 1,994 | — | 1,817 | |||||||||||||||||||||||||||
Premier Income | 144 | — | 1,133 | — | 1,339 | 251 | 569 | — | 519 | |||||||||||||||||||||||||||
Premium Income | 462 | — | 3,629 | — | 4,290 | 804 | 1,824 | — | 1,662 | |||||||||||||||||||||||||||
Premium Income 2 | 533 | — | 4,181 | — | 4,942 | 925 | 2,101 | — | 1,914 | |||||||||||||||||||||||||||
Premium Income 4 | 293 | — | 2,303 | — | 2,722 | 510 | 1,157 | — | 1,055 | |||||||||||||||||||||||||||
Quality Income | 454 | — | 3,636 | — | 4,233 | 838 | 1,822 | — | 1,674 | |||||||||||||||||||||||||||
Quality Municipal | 274 | — | 2,146 | — | 2,537 | 475 | 1,079 | — | 983 | |||||||||||||||||||||||||||
Select Quality | 273 | — | 2,144 | — | 2,535 | 475 | 1,078 | — | 983 | |||||||||||||||||||||||||||
Select Tax-Free | 70 | — | 636 | — | 708 | 179 | 300 | — | 326 | |||||||||||||||||||||||||||
Select Tax-Free 2 | 71 | — | 652 | — | 725 | 183 | 307 | — | 334 | |||||||||||||||||||||||||||
Select Tax-Free 3 | 55 | — | 502 | — | 559 | 141 | 237 | — | 257 | |||||||||||||||||||||||||||
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Board Leadership Structure and Risk Oversight
The Board of each Fund oversees the operations and management of the Fund, including the duties performed for the Fund by the Adviser. 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.
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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
22
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 six 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 inAppendix H.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, William C. Hunter, Judith M. Stockdale and Terence J. Toth. The number of Dividend Committee meetings of each Fund held during its last fiscal year is shown inAppendix H.C.
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Audit Committee. The Board has an Audit Committee, in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (“1934 Act”), that is composed of Independent Board Members who are also “independent” as that term is defined in the listing standards pertaining to closed-end funds of the NYSE, or NYSE MKT or NASDAQ, 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 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 standards of the NYSE, NYSE
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MKT or NYSE MKT,NASDAQ, as applicable. Members of the Audit Committee are independent (as set forth in the Charter) and free of any relationship that, in the opinion of the Board Members, would interfere with their exercise of independent judgment as an Audit Committee member. The members of the Audit Committee are Jack B. Evans, Chair, Robert P. Bremner, David J. Kundert, 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 available at www.nuveen.com/CEF/Shareholder/FundGovernance.aspx. The number of Audit Committee meetings of each Fund held during its last fiscal year is shown inAppendix H.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.
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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, William C. Hunter, John K. Nelson and Virginia L. Stringer.Judith M. Stockdale. The number of Compliance Committee meetings of each Fund held during its last fiscal year is shown inAppendix H.C.
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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 funds overseen or an increase in the complexity of the issues raised), the committee must continue to evaluate the Board and committee structures and their processes and modify the foregoing as may be necessary or appropriate to continue to provide effective governance. Accordingly, the Nominating and Governance Committee has a separate meeting each year to, among other things, review the Board and committee structures, their performance and functions, and recommend any modifications thereto or alternative structures or processes that would enhance the Board’s governance 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
45
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, Illinois 60606. The Nominating and Governance Committee sets appropriate standards and requirements for nominations for new Board Members and each nominee is evaluated using the same standards. However, the Nominating and Governance Committee reserves the right to interview any and all candidates and to make the final selection of any new Board Members. In considering a candidate’s qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability (including the time requirements for due diligence 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 or NASDAQ listing standards, as
25
applicable. Accordingly, the members of the Nominating and Governance Committee are William J. Schneider, Chair, Robert P. Bremner, Jack B. Evans, William C. Hunter, David J. Kundert, John K. Nelson, 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 inAppendix H.C.
Closed-End Funds Committee. The Closed-End Funds Committee is responsible for assisting the Board in the oversight and monitoring of the Nuveen funds that are registered as closed-end management investment companies (“Closed-End Funds”). The 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 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, 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 inAppendix H.C.
Number of Board MeetingsMember 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 inAppendix H.
Board Member Attendance.C. During each Fund’sthe 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
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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
. In determining that a particular Board Member was qualified to serve on the Board, the Board considered each Board Member’s background, skills, experience and other attributes in light of the composition of the Board with no particular factor controlling. The Board believes that Board Members need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties, and the Board believes each Board Member satisfies this standard. An effective Board Member may achieve this ability through his or her educational background; business, professional training or practice; public service or academic positions; experience from service as a board member or executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. Accordingly, set forth below is a summary of the experiences, qualifications, attributes, and skills that led to the conclusion, as of the date of this document, that each Board Member should 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.
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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 has also served as Co-President of Nuveen Fund Advisors, LLC since January 2011. 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)(“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.
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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 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
27
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 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 a senior external advisor to the financial services practice of Deloitte Consulting LLP. He 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. 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
48
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 and wasis 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, a real estate investment company. He is an owner in several other Miller-Valentine entities. He 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 Med-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.
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Thomas S. Schreier, JrJr..
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 asCo-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. 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 November 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 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
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1999. Ms. Stone is currently on the Board of Directors of the Chicago Board Options Exchange, CBOE Holdings, 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.
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
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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 Chairman 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.
Independent Chairman
William J. Schneider currently serves as the independent Chairman of the Board. Specific responsibilities of the Chairman include: (a) presiding atBoard Member Terms. For each Minnesota Fund except Municipal Income and Municipal Value, all meetings of the Board and of the shareholders; (b) seeing that all orders and resolutions of the Board Members are carried into effect;elected annually. For Municipal Income and (c) maintaining recordsMunicipal Value and each Massachusetts Fund, shareholders will be asked to elect Board Members as each Board Member’s term expires, and with respect to Board Members elected by holders of and, whenever necessary, certifying all proceedingsCommon Shares such Board Member shall be elected for a term expiring at the time of the Board Membersthird 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 shareholders.replacement of a majority of the Board.
5030
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, and Year of Birth | Position(s) Held with | Term of Office and Length of Time Served | 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: | 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) | |||||
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| ||||||||
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. | |||||
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) | ||||
Margo L. Cook
| Vice President | Term: Annual Length of Service: Since 2009 | Executive Vice President (since 2008) of Nuveen Investments, Inc. | |||||
Lorna C. Ferguson
| 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 (2013-2014) and Vice President of Nuveen Fund Advisors, LLC; Chief Financial Officer of Nuveen Commodities Asset Management, LLC (since 2010); | |||||
5232
| Name, and Year of Birth | Position(s) Held with | Term of Office and Length of Time Served | Principal Occupation(s) During Past | Number of Portfolios in Fund Complex Served by Officer(2) | ||||
Scott S. Grace
| Vice President and Treasurer | Term: Annual Length of Service: Since 2009 | Managing Director and Treasurer (since 2009) of Nuveen Fund Advisors, LLC, Nuveen Investments Advisers Inc., Nuveen Investments Holdings, Inc., Nuveen Securities, LLC and (since 2011) Nuveen Asset Management, LLC; Vice President and Treasurer of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC; Vice President of Santa Barbara Asset Management, LLC; formerly, Treasurer (2006-2009), Senior Vice President (2008-2009), | |||||
Walter M. Kelly
| Chief Compliance Officer and Vice President | Term: Annual Length of Service: Since 2003 | Senior Vice President (since 2008) of Nuveen Investments Holdings, Inc. and Nuveen Securities, LLC | |||||
Tina M. Lazar
| Vice President | Term: Annual Length of Service: Since 2002 | Senior Vice President of Nuveen Investments Holdings, Inc. | |||||
5333
| Name, and Year of Birth | Position(s) Held with | Term of Office and Length of Time Served | Principal Occupation(s) During Past | Number of Portfolios in Fund Complex Served by Officer(2) | ||||
Kevin J. McCarthy
| 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 Holdings, Inc. and Nuveen Investments Advisers Inc.; Vice President (since 2007) and Assistant Secretary of NWQ Investment Management Company, LLC, | |||||
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 | |||||
5434
| Name, and Year of Birth | Position(s) Held with | Term of Office and Length of Time Served | Principal Occupation(s) During Past | Number of Portfolios in Fund Complex Served by Officer(2) | ||||
Joel T. Slager
| Vice President and Assistant Secretary | Term: Annual Length of Service: | Fund Tax Director for Nuveen Funds (since | |||||
Independent Registered Public Accounting Firm
The Independent Board Members unanimously selected Ernst & Young LLP (“E&Y”) as the independent registered public accounting firm for each Fund to audit the books and records of each Fund for each Fund’s most recently completed fiscal year.
A representative of E&Y will be present at the Meeting to make a statement, if such representative so desires, and to respond to shareholders’ questions. E&Y has informed each applicable 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.
As of the date of this Proxy Statement, the Independent Board Members have not yet selected the independent public accounting firm to audit the books and records of each Fund for each Fund’s current fiscal year.
| (1) | Length of Time Served indicates the year the individual became an officer of a fund in the Nuveen fund complex. |
| (2) | Information as of June 1, 2015. |
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 Funds’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 Audit Committee also selects, retains, evaluates and may replace each Fund’s independent registered public accounting firm. The Audit Committee is currently composed of five Independent Board Members and operates under a written charter adopted and approved by each Board. Each Audit Committee member meets the independence and experience requirements, as applicable, of the New York Stock Exchange,NYSE, NYSE MKT, LLC, NASDAQ, Stock Market, LLC, Section 10A of the 1934 Act and the rules and regulations of the SEC.
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The Audit Committee, in discharging its duties, has met with and held discussions with management and each Fund’s independent registered public accounting firm. The Audit Committee has also reviewed and discussed the audited financial statements with management. Management has represented to the independent registered public accounting firm that each Fund’s financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards (“SAS”) No. 114 (The Auditor’s Communication With Those Charged With Governance), which supersedes SAS No. 61 (Communication with Audit Committees). Each Fund’s independent registered public accounting firm provided to the Audit Committee the written disclosure required by Public Company Accounting Oversight Board Rule 3526 (Communications with Audit Committees Concerning Independence), and the Audit Committee discussed with representatives of the independent registered public accounting firm their firm’s independence. As provided in the Audit Committee Charter, it is not the Audit Committee’s responsibility to determine, and the considerations and discussions referenced above do not ensure, that each
35
Fund’s financial statements are complete and accurate and presented in accordance with generally accepted accounting principles.
Based on the Audit Committee’s review and discussions with management and the independent registered public accounting firm, the representations of management and the report of the independent registered public accounting firm to the Audit Committee, the Audit Committee has recommended that the audited financial statements be included in each Fund’s Annual Report.
The current members of the Committee are:
Jack B. Evans
Robert P. Bremner
David J. Kundert
John K. Nelson
Carole E. Stone
Terence J. Toth
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Audit and Related Fees
Fees.The following tables set forth inAppendix I 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 Entitles | Fund | Adviser and Adviser Entitles | Fund | Adviser and Adviser Entitles | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | |||||||||||||||||||||||||||||||||||||||||||
AMT-Free Income | $ | 22,250 | $ | 22,500 | $ | 4,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||||||||
AMT-Free Value | 19,500 | 20,500 | 12,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Dividend Advantage | 22,250 | 22,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Dividend Advantage 2 | 22,250 | 22,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Dividend Advantage 3 | 22,250 | 22,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Dividend Advantage Municipal | 22,250 | 22,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Dow Dynamic Overwrite(5) | 29,080 | 33,418 | 0 | 5,000 | 0 | 0 | 3,250 | 810 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Enhanced Value | 19,500 | 20,500 | 12,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Global High Income(6) | 0 | 49,335 | 0 | 0 | 0 | 0 | 0 | 2,231 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Investment Quality(7) | 22,250 | 22,500 | 6,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Municipal Advantage | 22,250 | 22,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Municipal High Income | 22,250 | 25,500 | 22,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Municipal Income | 19,500 | 20,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Municipal Market Opportunity | 22,250 | 22,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Municipal Opportunity | 22,250 | 22,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Municipal Value | 19,500 | 20,500 | 17,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
NASDAQ Dynamic Overwrite(8) | 27,386 | 32,712 | 0 | 6,000 | 0 | 0 | 3,250 | 810 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Performance Plus | 22,250 | 22,500 | 1,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Premier Income | 22,250 | 22,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Premium Income | 22,250 | 22,500 | 1,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Premium Income 2 | 22,250 | 22,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Premium Income 4 | 22,250 | 22,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Quality Income | 22,250 | 22,500 | 1,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
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| Audit Fees(1) | Audit Related Fees(2) | Tax Fees(3) | All Other Fees(4) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund | Fund | Adviser and Adviser Entitles | Fund | Adviser and Adviser Entitles | Fund | Adviser and Adviser Entitles | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | |||||||||||||||||||||||||||||||||||||||||||
Quality Municipal | $ | 22,250 | $ | 22,500 | $ | 1,500 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||||||||
Select Quality | 22,250 | 22,500 | 9,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| (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 Common Shares and leverage. |
| (3) | “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculation performed by the principal accountant. |
| (4) | “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”. These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage. |
| (5) | The Fund acquired Dow 30SM Enhanced Premium & Income Fund and Dow 30SM Premium & Dividend Income Fund and commenced operations on December 22, 2014. |
| (6) | The Fund acquired Nuveen Global Income Opportunities Fund and Nuveen Diversified Currency Opportunities Fund and commenced operations on November 24, 2014. |
| (7) | The Fund acquired American Municipal Income Portfolio Inc. on October 6, 2014. |
| (8) | The Fund acquired Nuveen Equity Premium Advantage Fund and NASDAQ Premium Income & Growth Fund and commenced operations on December 22, 2014. |
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| Audit Fees(1) | Audit Related Fees(2) | Tax Fees(3) | All Other Fees(4) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund | Fund | Adviser and Adviser Entitles | Fund | Adviser and Adviser Entitles | Fund | Adviser and Adviser Entitles | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||||||||||||||||||||
Build America | $ | 24,750 | $ | 25,500 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||||||||
Build America Opportunity | 24,750 | 25,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
California Select | 21,750 | 22,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
New York Select | 21,750 | 22,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Select Maturities | 18,750 | 19,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Select Tax-Free | 21,750 | 22,500 | 5,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Select Tax-Free 2 | 21,750 | 22,500 | 5,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Select Tax-Free 3 | 21,750 | 22,500 | 5,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
| (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 Common Shares and leverage. |
| (3) | “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculation performed by the principal accountant. |
| (4) | “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”. These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage. |
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| 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 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | |||||||||||||||||||||||||
AMT-Free Income | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
AMT-Free Value | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Dividend Advantage | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Dividend Advantage 2 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Dividend Advantage 3 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Dividend Advantage Municipal | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Dow Dynamic Overwrite | 3,250 | 810 | 0 | 0 | 0 | 0 | 3,250 | 810 | ||||||||||||||||||||||||
Enhanced Value | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Global High Income | 0 | 2,231 | 0 | 0 | 0 | 0 | 0 | 2,231 | ||||||||||||||||||||||||
Investment Quality | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Municipal Advantage | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Municipal High Income | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Municipal Income | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Municipal Market Opportunity | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Municipal Opportunity | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Municipal Value | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
NASDAQ Dynamic Overwrite | 3,250 | 810 | 0 | 0 | 0 | 0 | 3,250 | 810 | ||||||||||||||||||||||||
Performance Plus | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Premier Income | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Premium Income | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Premium Income 2 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Premium Income 4 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Quality Income | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Quality Municipal | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Select Quality | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
40
| 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 | |||||||||||||||||||||||||
Build America | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Build America Opportunity | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
California Select | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
New York Select | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Select Maturities | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Select Tax-Free | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Select Tax-Free 2 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Select Tax-Free 3 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
41
Audit Committee Pre-Approval Policies and Procedures
Procedures.Generally, the Audit Committee must approve each Fund’s independent registered public accounting firm’s engagements (i) with the Fund for audit or non-audit services and (ii) with the Adviser and Adviser Entities for non-audit services if the engagement relates directly to the operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent registered public accounting firm for each Fund and the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund), such engagements will be (i) pre-approved by the Audit Committee if they are expected to be for amounts greater than $10,000; (ii) reported to the Audit Committee chairman for his verbal
56
approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000.
The Audit Committee has approved in advance all audit services and non-audit services that the independent registered public accounting firm provided to each Fund and to the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund). None of the services rendered by the independent registered public accounting firm to each Fund or the Adviser or Adviser Entities were pre-approved by the Audit Committee pursuant to the pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X.
Shareholder ApprovalAdditional Information
For each Fund, the affirmative vote of a pluralityAppointment of the shares present and entitled to vote at the Meeting will be required to elect the Board Members of that Fund. For purposes of determining the approval of the proposal to elect nominees for each Fund, abstentions and broker non-votes will have no effect on the election of Board Members.Independent Registered Public Accounting Firm
The Board of each Fund, unanimously recommends that shareholdersexcept Dow Dynamic Overwrite, Global High Income, Investment Quality and NASDAQ Dynamic Overwrite, has appointed KPMG LLP (“KPMG”) as independent registered public accounting firm to audit the books and records of the Fund vote FORfor its current fiscal year. For Dow Dynamic Overwrite, Global High Income, Investment Quality and NASDAQ Dynamic Overwrite, the electionBoard of each Fund has appointed PricewaterhouseCoopers LLP (“PwC”) as independent registered public accounting firm to audit the books and records of the nominees named herein.
57
ADDITIONAL INFORMATION
Attending the Meeting
If you wish to attend the MeetingFund for its current fiscal year. A representative of each of KPMG and vote in person, youPwC will be able to do so. If you intend to attend the 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 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 personpresent at the Meeting unless you have previously requestedAnnual Meetings to make a statement, if such representative so desires, and obtained a “legal proxy” from your broker, bankto respond to shareholders’ questions. Each of KPMG and PwC has informed each applicable Fund that it has no direct or other nominee and present it at the Meeting. You may contactindirect material financial interest in the Funds, at (877) 821-2278 to obtain directions toNuveen, the site of the Meeting.
Principal Shareholders
As of the Record Date, no shareholder beneficially owned more than 5% ofAdviser or any class of shares of any Fund, except as provided inAppendix J.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 New York Stock Exchange,NYSE, NYSE MKT LLC or NASDAQ, Stock Market, LLC, 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
42
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 inAppendix J.B.
Information About the Adviser
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as investment adviser and manager for each Fund. The Adviser is a wholly-owned subsidiary of Nuveen. Nuveen is a separate subsidiary of TIAA-CREF, a financial services organization based in New York, New York. TIAA-CREF acquired Nuveen on October 1, 2014.
Shareholder Proposals
NAZ, NCA, NTX, NUM, NUO, NVX, NZH, NCB, NQP, NJV and NPN. In order to align the dates of annual meetings of shareholders of certain Funds in the fund complex, the Funds currently anticipate that each Fund’s next annual meeting of shareholders will be held on or about November 15, 2015. To be considered for presentation at the next annual meeting of shareholders for the Funds shareholder proposals 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 thanJune 18, 2015. A shareholder wishing to provide noticeheld in the manner
58
prescribed by Rule 14a-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 thanOctober 1, 2015.
NXC, NXN, NNY, NRK and NYV. To be considered for presentation at the next annual meeting of shareholders for the Funds,2016, shareholder proposals 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 February 13, 2015.March 4, 2016. A shareholder wishing to provide notice in the manner prescribed by Rule 14a-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 May 4, 201518, 2016 or prior to April 19, 2015.
If a proposal is not timely within the meaning of Rule 14a-4(c), then the persons named as proxies in the proxies solicited by the Board for the annual meeting of shareholders may exercise discretionary voting power with respect to any such proposal. Any shareholder considering making a nomination or other proposal should carefully review and comply with the provisions of the Fund’s By-Laws.May 3, 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, 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
The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement and all other costs in connection with the solicitation of proxies will be paid by the Funds up topro rata based on the amountnumber of expenses incurred by each Fund in connection with its previous annual meeting of shareholders, with all costs in excess of such amount being paid by Nuveen/TIAA-CREF. Solicitationshareholder 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. The Funds have engaged ComputershareAny additional costs of solicitation will be paid by the Fund Services to assist in the solicitation of proxies at an estimated cost of $2,500 per Fund plus reasonable expenses.that requires additional solicitation.
59
Fiscal Year
The last fiscal year end for each Fund is as follows:except Build America, Build America Opportunity, California Select, Dow Dynamic Overwrite, Global High Income, NASDAQ Dynamic Overwrite, New York Select, Select Maturities, Select Tax-Free, Select Tax-Free 2 and Select Tax-Free 3
43
was October 31, 2014. The last fiscal year end for Dow Dynamic Overwrite, Global High Income and NASDAQ Dynamic Overwrite was December 31, 2014. The last fiscal year end for Build America, Build America Opportunity, California Select, New York Select, Select Maturities, Select Tax-Free, Select Tax-Free 2 and Select Tax-Free 3 was March 31, 2015.
Shareholder Report Delivery
Shareholder reports will be sent to shareholders of record of each Fund following 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 August 5, 2015:
Each Fund’s proxy statement is available at http://www.nuveenproxy.com/Closed-End-Fund-Proxy-Information/. For more information, shareholders may also contact the applicable Fund at the address and phone number set forth above.
Please note that only one annual report, semi-annual report or proxy statement may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report, semi-annual report or proxy statement, or for instructions as to how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on August 5, 2014
Each Fund’s proxy statement is available at www.nuveenproxy.com/ProxyInfo/CEF/Default.aspx. For more information, shareholders may also contact the applicable Fund at the address and phone number set forth above.
60
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, 60606, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Annual Meeting.
Failure of a quorum to be present at any Annual Meeting will necessitate adjournment and will subject that Fund to additional expense. The persons named in the enclosed proxy may also move for an adjournment of any Annual Meeting to permit further solicitation of proxies with respect to anythe proposal if they determine that adjournment and further solicitation is reasonable and in the best interests of the 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 the Meeting.meeting.
44
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
June 13, 201430, 2015
6145
Appendix A
DATES RELATING TO ORIGINAL INVESTMENT MANAGEMENT AGREEMENTS
A-1
Appendix B
INVESTMENT MANAGEMENT FEE INFORMATION
B-1
Fund-Level Fee Rates, Management Fees Paid and Managed Assets
| Fund | Fiscal Year End | Fund Average Daily Managed Assets* | Fund Level Fee Rate | Fees Paid to the Adviser During Last Fiscal Year | Managed Assets as of 12/31/2013 | ||||||||||||||||||||
| NAZ | February 28 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Next $3 billion Over $5 billion |
| 0.4500 0.4375 0.4250 0.4125 0.4000 0.3875 0.3750 | % % % % % % % | $ | 1,450,929 | $ | 235,608,099 | ||||||||||||||||
| NCA(1) | February 28 | First $500 million(2) Next $500 million(2) Over $1 billion(2) |
| 0.1500 0.1250 0.1000 | % % % | $ | 1,349,904 | $ | 244,814,316 | ||||||||||||||||
| NTX | February 28 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Next $3 billion Over $5 billion |
| 0.4500 0.4375 0.4250 0.4125 0.4000 0.3875 0.3750 | % % % % % % % | $ | 1,366,466 | $ | 213,803,003 | ||||||||||||||||
| NUM | February 28 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Next $3 billion Over $5 billion |
| 0.4500 0.4375 0.4250 0.4125 0.4000 0.3875 0.3750 | % % % % % % % | $ | 2,873,428 | $ | 455,720,139 | ||||||||||||||||
B-2
| Fund | Fiscal Year End | Fund Average Daily Managed Assets* | Fund Level Fee Rate | Fees Paid to the Adviser During Last Fiscal Year | Managed Assets as of 12/31/2013 | |||||||||||
| NUO | February 28 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Next $3 billion Over $5 billion |
| 0.4500 0.4375 0.4250 0.4125 0.4000 0.3875 0.3750 | % % % % % % % | $2,669,118 | $430,097,724 | |||||||||
| NVX | February 28 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion |
| 0.4500 0.4375 0.4250 0.4125 0.4000 0.3750 | % % % % % % | $2,013,322 | $304,268,635 | |||||||||
| NZH | February 28 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion |
| 0.4500 0.4375 0.4250 0.4125 0.4000 0.3750 | % % % % % % | $3,062,299 | $465,638,149 | |||||||||
| NCB | February 28 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion |
| 0.4000 0.3875 0.3750 0.3625 0.3500 0.3375 | % % % % % % | $343,980 | $52,851,574 | |||||||||
| NXC | March 31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion |
| 0.1000 0.0875 0.0750 0.0625 0.0500 0.0375 | % % % % % % | $248,961 | $89,734,226 | |||||||||
B-3
| Fund | Fiscal Year End | Fund Average Daily Managed Assets* | Fund Level Fee Rate | Fees Paid to the Adviser During Last Fiscal Year | Managed Assets as of 12/31/2013 | |||||||||||
| NXN | March 31 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion |
| 0.1000 0.0875 0.0750 0.0625 0.0500 0.0375 | % % % % % % | $146,047 | $53,239,908 | |||||||||
| NQP | April 30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Next $3 billion Over $5 billion |
| 0.4500 0.4375 0.4250 0.4125 0.4000 0.3875 0.3750 | % % % % % % % | $2,788,093 | $339,245,306 | |||||||||
| NJV | April 30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion |
| 0.4000 0.3875 0.3750 0.3625 0.3500 0.3375 | % % % % % % | $152,069 | $23,978,262 | |||||||||
| NPN | April 30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion |
| 0.4000 0.3875 0.3750 0.3625 0.3500 0.3375 | % % % % % % | $110,666 | $18,659,742 | |||||||||
| NNY(1) | September 30 | First $500 million(2) Next $500 million(2) Over $1 billion(2) |
| 0.1500 0.1250 0.1000 | % % % | $778,532 | $145,269,376 | |||||||||
B-4
| Fund | Fiscal Year End | Fund Average Daily Managed Assets* | Fund Level Fee Rate | Fees Paid to the Adviser During Last Fiscal Year | Managed Assets as of 12/31/2013 | |||||||||||
| NRK | September 30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion |
| 0.4500 0.4375 0.4250 0.4125 0.4000 0.3750 | % % % % % % | $6,515,427 | $1,732,887,840 | |||||||||
| NYV | September 30 | First $125 million Next $125 million Next $250 million Next $500 million Next $1 billion Over $2 billion |
| 0.4000 0.3875 0.3750 0.3625 0.3500 0.3375 | % % % % % % | $225,448 | $35,440,027 | |||||||||
The fees paid to the Adviser during the last fiscal year listed above include this income management fee.
B-5
Appendix C
DATES RELATING TO ORIGINAL SUB-ADVISORY AGREEMENTS
C-1
Appendix D
SUB-ADVISORY FEE RATES AND SUB-ADVISORY FEES PAID
| Fund | Fiscal Year End | Sub-Advisor | Sub-Advisory Fee Rate as a Percentage of the Net Management Fee Paid by the Fund to the Adviser | Fees Paid to the Sub-Adviser During Last Fiscal Year | Managed Assets as of 12/31/2013 | |||||
| NAZ | February 28 | NAM | 38.4615% | $565,423 | $235,608,098.68 | |||||
| NCA | February 28 | NAM | 71.4286% | $570,181 | $244,814,316.27 | |||||
| NTX | February 28 | NAM | 38.4615% | $525,563 | $213,803,002.85 | |||||
| NUM | February 28 | NAM | 38.4615% | $1,105,163 | $455,720,139.07 | |||||
| NUO | February 28 | NAM | 38.4615% | $1,037,039 | $430,097,723.84 | |||||
| NVX | February 28 | NAM | 38.4615% | $774,353 | $304,268,635.46 | |||||
| NZH | February 28 | NAM | 38.4615% | $1,177,806 | $465,638,149.08 | |||||
| NCB | February 28 | NAM | 41.6667% | $143,324 | $52,851,574.13 | |||||
| NXC | March 31 | NAM | 42.8571% | $106,697 | $89,734,225.66 | |||||
| NXN | March 31 | NAM | 42.8571% | $62,591 | $53,239,908.27 | |||||
| NQP | April 30 | NAM | 38.4615% | $1,100,885 | $339,245,306.24 | |||||
| NJV | April 30 | NAM | 41.6667% | $63,362 | $23,978,262.03 | |||||
| NPN | April 30 | NAM | 41.6667% | $46,110.92 | $18,659,741.73 | |||||
| NNY | September 30 | NAM | 71.4286% | $349,557 | $145,269,376.03 | |||||
| NRK | September 30 | NAM | 38.4615% | $2,629,053 | $1,732,887,839.87 | |||||
| NYV | September 30 | NAM | 41.6667% | $93,937 | $35,440,027.03 |
D-1
Appendix E
INFORMATION REGARDING OFFICERS AND DIRECTORS OF ADVISER AND SUB-ADVISERS
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E-1
Appendix F
SHARE OWNERSHIP
Dollar Range of Equity SecuritiesBeneficial Ownership
The following table lists the dollar range of equity securities beneficially owned by each Board Member nominee in each Fund and in all Nuveen funds overseen by the Board Member nominee as of December 31, 2013.2014. The information as to beneficial ownership is based on statements furnished by each Board Member.
Independent Board Members | Interested Board | |||||||||||||||||||||||
| Fund | Bremner | Evans | Hunter | Kundert | Nelson(1) | Schneider | Stockdale | Stone | Stringer | Toth | Adams | Schreier | ||||||||||||
| NAZ | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| NCA | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| NTX | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| NUM | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| NUO | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| NVX | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| NZH | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| NCB | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| NXC | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| NXN | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| NQP | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| NJV | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| NPN | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| NNY | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| NRK | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| NYV | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Aggregate Range of Equity Securities in All Registered Investment Companies Overseen by Board Member in Family of Investment Companies | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | $0 | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | ||||||||||||
| Dollar Range of Equity Securities | ||||||||||||||||||||||||||||||||||||||||
| Board Member/Nominees | AMT-Free Income | AMT-Free Value | Build America | Build America Opportunity | California Select | Dividend Advantage | Dividend Advantage 2 | Dividend Advantage 3 | Dividend Advantage Municipal | Dow Dynamic Overwrite | ||||||||||||||||||||||||||||||
Board Members/Nominees who are not interested persons of the Funds | ||||||||||||||||||||||||||||||||||||||||
| Jack B. Evans | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| William C. Hunter | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| David J. Kundert | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| John K. Nelson | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| William J. Schneider | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| Judith M. Stockdale | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | | $10,001- $50,000 | | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||
| Carole E. Stone | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| Virginia L. Stringer | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| Terence J. Toth | $ | 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 | | Over $100,000 | | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||
| Thomas S. Schreier, Jr. | | Over $100,000 | | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||
A-1
| Dollar Range of Equity Securities | ||||||||||||||||||||||||||||||||||||||||
| Board Member/Nominees | Enhanced Value | Global High Income | Investment Quality | Municipal Advantage | Municipal High Income | Municipal Income | Municipal Market Opportunity | Municipal Opportunity | Municipal Value | NASDAQ Dynamic Overwrite | ||||||||||||||||||||||||||||||
Board Members/Nominees who are not interested persons of the Funds | ||||||||||||||||||||||||||||||||||||||||
| Jack B. Evans | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| William C. Hunter | $0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||
| David J. Kundert | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| John K. Nelson | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| William J. Schneider | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| Judith M. Stockdale | $ | 0 | | $10,001- $50,000 | | $ | 0 | $ | 0 | $ | 0 | $ | 0 | | $10,001- $50,000 | | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||
| Carole E. Stone | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| Virginia L. Stringer | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| Terence J. Toth | $ | 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 | | $50,001- $100,000 | | $ | 0 | |||||||||||||||||||
| Thomas S. Schreier, Jr. | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| Dollar Range of Equity Securities | ||||||||||||||||||||
| Board Member/Nominees | New York Select | Performance Plus | Premier Income | Premium Income | Premium Income 2 | Premium Income 4 | Quality Income | Quality Municipal | Select Maturities | Select Quality | ||||||||||
Board Members/Nominees who are not interested persons of the Funds | ||||||||||||||||||||
| Jack B. Evans | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| William C. Hunter | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| David J. Kundert | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| John K. Nelson | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| William J. Schneider | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Judith M. Stockdale | $0 | $0 | $0 | $0 | $10,001- $50,000 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Carole E. Stone | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Virginia L. Stringer | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Terence J. Toth | $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 | $50,001- $100,000 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| Thomas S. Schreier, Jr. | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
A-2
| Dollar Range of Equity Securities | ||||||||
| Board Member/Nominees | Select Tax-Free | Select Tax-Free 2 | Select Tax-Free 3 | 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 | ||||||||
| Jack B. Evans | $0 | $0 | $0 | Over $100,000 | ||||
| William C. Hunter | $0 | $0 | $0 | Over $100,000 | ||||
| David J. Kundert | $0 | $0 | $0 | Over $100,000 | ||||
| John K. Nelson | $0 | $0 | $0 | Over $100,000 | ||||
| William J. Schneider | $0 | $0 | $0 | Over $100,000 | ||||
| Judith M. Stockdale | $0 | $0 | $0 | Over $100,000 | ||||
| Carole E. Stone | $0 | $0 | $0 | Over $100,000 | ||||
| Virginia L. Stringer | $0 | $0 | $0 | Over $100,000 | ||||
| Terence J. Toth | $0 | $0 | $0 | Over $100,000 | ||||
Board Members/Nominees who are interested persons of the Funds | ||||||||
| William Adams IV | $0 | $0 | $0 | Over $100,000 | ||||
| Thomas S. Schreier, Jr. | $0 | $0 | $0 | Over $100,000 | ||||
| (1) |
F-1A-3
Fund Shares Owned By Board Members And Executive Officers*
The following table sets forth, for each Board Member nominee and for the Board MembersMember nominees and executive officers as a group, the amount of shares beneficially owned in each Fund as of December 31, 2013.2014. The information as to beneficial ownership is based on statements furnished by each Board Member nominee and executive officer.
| Independent Board Members | Interested Board Members | All Board Members and Executive Officers as a Group | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund | Bremner | Evans | Hunter | Kundert | Nelson(1) | Schneider | Stockdale | Stone | Stringer | Toth | Adams | Schreier | ||||||||||||||||||||||||||||||||||||||||
| NAZ | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
| NCA | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
| NTX | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
| NUM | 0 | 0 | 0 | 0 | 0 | �� | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||
| NUO | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
| NVX | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
| NZH | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
| NCB | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
| NXC | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
| NXN | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
| NQP | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
| NJV | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
| NPN | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
| NNY | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
| NRK | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
| NYV | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
| Fund Shares Owned By Board Members And Officers(1) | ||||||||||||||||||||
| Board Member/Nominees | AMT-Free Income | AMT-Free Value | Build America | Build America Opportunity | California Select | Dividend Advantage | Dividend Advantage 2 | Dividend Advantage 3 | Dividend Advantage Municipal | Dow Dynamic Overwrite | ||||||||||
Board Members/Nominees who are not interested persons of the Funds | ||||||||||||||||||||
| Jack B. Evans | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| William C. Hunter | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| David J. Kundert | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| John K. Nelson | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| William J. Schneider | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| Judith M. Stockdale | 0 | 0 | 0 | 0 | 0 | 1,427 | 0 | 0 | 0 | 0 | ||||||||||
| Carole E. Stone | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| Virginia L. Stringer | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| Terence J. Toth | 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 | 25,700 | 0 | 0 | 0 | 0 | ||||||||||
| Thomas S. Schreier, Jr. | 22,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
All Board Members/Nominees and Officers as a Group | 23,500 | 0 | 0 | 0 | 0 | 28,127 | 700 | 0 | 0 | 0 | ||||||||||
A-4
| Fund Shares Owned By Board Members And Officers(1) | ||||||||||||||||||||
| Board Member/Nominees | Enhanced Value | Global High Income | Investment Quality | Municipal Advantage | Municipal High Income | Municipal Income | Municipal Market Opportunity | Municipal Opportunity | Municipal Value | NASDAQ Dynamic Overwrite | ||||||||||
Board Members/Nominees who are not interested persons of the Funds | ||||||||||||||||||||
| Jack B. Evans | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| William C. Hunter | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| David J. Kundert | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| John K. Nelson | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| William J. Schneider | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| Judith M. Stockdale | 0 | 790 | 0 | 0 | 0 | 0 | 1,357 | 0 | 0 | 0 | ||||||||||
| Carole E. Stone | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| Virginia L. Stringer | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| Terence J. Toth | 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 | 10,000 | 0 | ||||||||||
| Thomas S. Schreier, Jr. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
All Board Members/Nominees and Officers as a Group | 0 | 1,496 | 0 | 0 | 0 | 0 | 1,357 | 0 | 10,000 | 0 | ||||||||||
| Fund Shares Owned By Board Members And Officers(1) | ||||||||||||||||||||
| Board Member/Nominees | New York Select | Performance Plus | Premier Income | Premium Income | Premium Income 2 | Premium Income 4 | Quality Income | Quality Municipal | Select Maturities | Select Quality | ||||||||||
Board Members/Nominees who are not interested persons of the Funds | ||||||||||||||||||||
| Jack B. Evans | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| William C. Hunter | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| David J. Kundert | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| John K. Nelson | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| William J. Schneider | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| Judith M. Stockdale | 0 | 0 | 0 | 0 | 1,315 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| Carole E. Stone | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| Virginia L. Stringer | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| Terence J. Toth | 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 | 7,000 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| Thomas S. Schreier, Jr. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
All Board Members/Nominees and Officers as a Group | 0 | 0 | 0 | 7,000 | 4,815 | 0 | 1,000 | 0 | 0 | 0 | ||||||||||
A-5
| Fund Shares Owned By Board Members And Officers(1) | ||||||
| Board Member/Nominees | Select Tax- Free | Select Tax- Free 2 | Select Tax- Free 3 | |||
Board Members/Nominees who are not interested persons of the Funds | ||||||
| Jack B. Evans | 0 | 0 | 0 | |||
| William C. Hunter | 0 | 0 | 0 | |||
| David J. Kundert | 0 | 0 | 0 | |||
| John K. Nelson | 0 | 0 | 0 | |||
| William J. Schneider | 0 | 0 | 0 | |||
| Judith M. Stockdale | 0 | 0 | 0 | |||
| Carole E. Stone | 0 | 0 | 0 | |||
| Virginia L. Stringer | 0 | 0 | 0 | |||
| Terence J. Toth | 0 | 0 | 0 | |||
Board Members/Nominees who are interested persons of the Funds | ||||||
| William Adams IV | 0 | 0 | 0 | |||
| Thomas S. Schreier, Jr. | 0 | 0 | 0 | |||
All Board Members/Nominees and Officers as a Group | 0 | 0 | 0 | |||
| The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described in the Proxy Statement. |
F-2A-6
Appendix GAPPENDIX B
BOARD MEMBER COMPENSATION
Aggregate Compensation from the Funds*
| Fund | Fiscal Year End | 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 | |||||||||||||||||||||||||||||||||
| NAZ | 2/28 | $689 | $601 | $561 | $623 | $189 | $740 | $620 | $637 | $576 | $666 | |||||||||||||||||||||||||||||||||
| NCA | 2/28 | $714 | $618 | $566 | $697 | $196 | $783 | $630 | $655 | $592 | $702 | |||||||||||||||||||||||||||||||||
| NTX | 2/28 | $621 | $542 | $506 | $562 | $171 | $661 | $552 | $575 | $519 | $601 | |||||||||||||||||||||||||||||||||
| NUM | 2/28 | $1,345 | $1,186 | $1,086 | $1,313 | $365 | $1,511 | $1,200 | $1,254 | $1,115 | $1,322 | |||||||||||||||||||||||||||||||||
| NUO | 2/28 | $1,268 | $1,112 | $1,027 | $1,205 | $344 | $1,433 | $1,169 | $1,180 | $1,054 | $1,238 | |||||||||||||||||||||||||||||||||
| NVX | 2/28 | $903 | $796 | $729 | $881 | $244 | $1,004 | $833 | $841 | $748 | $887 | |||||||||||||||||||||||||||||||||
| NZH | 2/28 | $1,378 | $1,214 | $1,112 | $1,344 | $373 | $1,586 | $1,266 | $1,284 | $1,142 | $1,354 | |||||||||||||||||||||||||||||||||
| NCB | 2/28 | $154 | $132 | $123 | $139 | $42 | $161 | $137 | $140 | $129 | $149 | |||||||||||||||||||||||||||||||||
| NXC | 3/31 | $267 | $231 | $211 | $265 | $72 | $298 | $235 | $243 | $221 | $263 | |||||||||||||||||||||||||||||||||
| NXN | 3/31 | $156 | $135 | $124 | $155 | $43 | $175 | $138 | $143 | $129 | $154 | |||||||||||||||||||||||||||||||||
| NQP | 4/30 | $2,222 | $2,170 | $1,964 | $2,243 | $1,127 | $2,656 | $2,117 | $2,233 | $1,986 | $2,315 | |||||||||||||||||||||||||||||||||
| NJV | 4/30 | $66 | $63 | $58 | $64 | $34 | $76 | $64 | $65 | $60 | $69 | |||||||||||||||||||||||||||||||||
| NPN | 4/30 | $51 | $49 | $44 | $49 | $26 | $58 | $49 | $50 | $46 | $53 | |||||||||||||||||||||||||||||||||
| NNY | 9/30 | $487 | $372 | $338 | $387 | $25 | $407 | $375 | $378 | $354 | $408 | |||||||||||||||||||||||||||||||||
| NRK | 9/30 | $5,966 | $4,707 | $4,207 | $5,065 | $297 | $5,369 | $4,727 | $4,720 | $4,315 | $5,002 | |||||||||||||||||||||||||||||||||
| NYV | 9/30 | $119 | $91 | $83 | $95 | $6 | $99 | $92 | $92 | $87 | $100 | |||||||||||||||||||||||||||||||||
| Total Compensation from Nuveen Funds Paid to Board Members | 12/31/13 | $ | 334,516 | $ | 287,880 | $ | 251,250 | $ | 311,158 | $ | 17,667 | $ | 337,104 | $ | 283,062 | $ | 283,276 | $ | 256,750 | $ | 305,513 | |||||||||||||||||||||||
G-1
| 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 | ||||||||||
| NAZ | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| NCA | $112 | $133 | $0 | $697 | $0 | $783 | $0 | $333 | $0 | $189 | ||||||||||
| NTX | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| NUM | $211 | $255 | $0 | $1,313 | $0 | $1,543 | $0 | $637 | $0 | $355 | ||||||||||
| NUO | $143 | $181 | $0 | $928 | $0 | $1,138 | $0 | $463 | $0 | $251 | ||||||||||
| NVX | $142 | $171 | $0 | $881 | $0 | $1,004 | $0 | $428 | $0 | $239 | ||||||||||
| NZH | $216 | $261 | $0 | $1,344 | $0 | $1,586 | $0 | $653 | $0 | $364 | ||||||||||
| NCB | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| NXC | $42 | $50 | $0 | $265 | $0 | $298 | $0 | $123 | $0 | $72 | ||||||||||
| NXN | $25 | $29 | $0 | $155 | $0 | $175 | $0 | $72 | $0 | $42 | ||||||||||
| NQP | $296 | $335 | $0 | $1945 | $0 | $2,303 | $156 | $971 | $0 | $658 | ||||||||||
| NJV | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| NPN | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| NNY | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||
| NRK | $811 | $982 | $0 | $4,416 | $0 | $4,678 | $1,329 | $1,179 | $0 | $624 | ||||||||||
| NYV | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
G-2
Appendix H
BOARD AND COMMITTEE MEETINGS HELD DURING EACH FUND’S LAST FISCAL YEAR
| Fund | Fiscal Year End | Regular Board Meetings | Special Board Meetings | Executive Committee | Dividend Committee | Audit Committee | Compliance Committee | Nominating and Governance Committee | Closed-End Funds Committee | |||||||||
| NAZ | 2/28 | 6 | 6 | 1 | 4 | 4 | 6 | 4 | 6 | |||||||||
| NCA | 2/28 | 6 | 6 | 0 | 4 | 4 | 6 | 4 | 6 | |||||||||
| NTX | 2/28 | 6 | 6 | 0 | 4 | 4 | 6 | 4 | 6 | |||||||||
| NUM | 2/28 | 6 | 6 | 1 | 4 | 4 | 6 | 4 | 6 | |||||||||
| NUO | 2/28 | 6 | 6 | 1 | 4 | 4 | 6 | 4 | 6 | |||||||||
| NVX | 2/28 | 6 | 6 | 1 | 4 | 4 | 6 | 4 | 6 | |||||||||
| NZH | 2/28 | 6 | 6 | 1 | 4 | 4 | 6 | 4 | 6 | |||||||||
| NCB | 2/28 | 6 | 6 | 0 | 4 | 4 | 6 | 4 | 6 | |||||||||
| NXC | 3/31 | 6 | 7 | 0 | 4 | 4 | 6 | 4 | 6 | |||||||||
| NXN | 3/31 | 6 | 7 | 0 | 4 | 4 | 6 | 4 | 6 | |||||||||
| NQP | 4/30 | 5 | 4 | 0 | 3 | 4 | 5 | 4 | 6 | |||||||||
| NJV | 4/30 | 5 | 4 | 0 | 3 | 4 | 5 | 4 | 6 | |||||||||
| NPN | 4/30 | 5 | 4 | 0 | 3 | 4 | 5 | 4 | 6 | |||||||||
| NNY | 9/30 | 6 | 7 | 0 | 4 | 4 | 5 | 4 | 6 | |||||||||
| NRK | 9/30 | 6 | 7 | 1 | 4 | 4 | 5 | 4 | 6 | |||||||||
| NYV | 9/30 | 6 | 7 | 0 | 4 | 4 | 5 | 4 | 6 |
H-1
Appendix I
AUDIT AND RELATED FEES
| Audit Fees(1) | Audit Related Fees(2) | Tax Fees(3) | All Other Fees(4) | |||||||||||||||||||||||||||
| Funds | Funds | Adviser and Related Entities | Funds | Adviser and Related Entities | Funds | Adviser and Related Entities | ||||||||||||||||||||||||
| Fund | Fiscal Year End | 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 | |||||||||||||||
NNY | 9/30 | $16,200 | $19,500 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NRK | 9/30 | $21,200 | $22,250 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NYV | 9/30 | $16,200 | $19,500 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
| Audit Fees(1) | Audit Related Fees(2) | Tax Fees(3) | All Other Fees(4) | |||||||||||||||||||||||||||
| Funds | Funds | Adviser and Related Entities | Funds | Adviser and Related Entities | Funds | Adviser and Related Entities | ||||||||||||||||||||||||
| Fund | Fiscal Year End | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | |||||||||||||||
NAZ | 2/28 | $22,250 | $27,750 | $6,250 | $6,500 | $0 | $0 | $0 | $673 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NCA | 2/28 | $19,500 | $21,750 | $0 | $4,000 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NTX | 2/28 | $22,250 | $24,750 | $4,000 | $0 | $0 | $0 | $0 | $673 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NUM | 2/28 | $22,250 | $24,750 | $6,250 | $6,500 | $0 | $0 | $0 | $673 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NUO | 2/28 | $22,250 | $27,750 | $6,250 | $6,500 | $0 | $0 | $0 | $673 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NVX | 2/28 | $22,250 | $24,750 | $0 | $1,500 | $0 | $0 | $0 | $673 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NZH | 2/28 | $22,250 | $24,750 | $0 | $1,500 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NCB | 2/28 | $19,500 | $21,750 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NXC | 3/31 | $19,500 | $21,750 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NXN | 3/31 | $19,500 | $21,750 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NQP | 4/30 | $22,250 | $27,750 | $1,500 | $4,000 | $0 | $0 | $0 | $673 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NJV | 4/30 | $19,500 | $21,750 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
NPN | 4/30 | $19,500 | $21,750 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||||||||
I-1
| 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 | |||||||||||||||
| Fund | Fiscal Year End | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | Fiscal Year Ended 2012 | Fiscal Year Ended 2013 | Fiscal Year Ended 2012 | |||||||||
NNY | 9/30 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||
NRK | 9/30 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||
NYV | 9/30 | $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 | |||||||||||||||
| Fund | Fiscal Year End | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | |||||||||
NAZ | 2/28 | $0 | $673 | $0 | $0 | $0 | $0 | $673 | $0 | |||||||||
NCA | 2/28 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||
NTX | 2/28 | $0 | $673 | $0 | $0 | $0 | $0 | $673 | $0 | |||||||||
NUM | 2/28 | $0 | $673 | $0 | $0 | $0 | $0 | $673 | $0 | |||||||||
NUO | 2/28 | $0 | $673 | $0 | $0 | $0 | $0 | $673 | $0 | |||||||||
NVX | 2/28 | $0 | $673 | $0 | $0 | $0 | $0 | $673 | $0 | |||||||||
NZH | 2/28 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||
NCB | 2/28 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||
NXC | 3/31 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||
NXN | 3/31 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||
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| 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 | |||||||||||||||
| Fund | Fiscal Year End | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | Fiscal Year Ended 2014 | Fiscal Year Ended 2014 | Fiscal Year Ended 2013 | |||||||||
NQP | 4/30 | $0 | $673 | $0 | $0 | $0 | $0 | $673 | $0 | |||||||||
NJV | 4/30 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||
NPN | 4/30 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||||||||
I-3
Appendix J
LIST OF BENEFICIAL OWNERS WHO OWN MORE THANList of Beneficial Owners Who Own More Than 5% OF ANY CLASS OF SHARES IN ANY FUNDof Any Class of Shares in Any Fund
The following chart lists each shareholder or group of shareholders who beneficially owned more than 5% of any class of shares for each Fund as of June 6, 20148, 2015*:
| Fund | Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | ||||||||
NAZ | VMTP Shares | Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94104
Wells Fargo Municipal Capital Strategies, LLC 375 Park Avenue New York, NY 10151 | 790 | 100 | % | |||||||
NCA | None | |||||||||||
NTX | MTP Shares | Karpus Management, Inc. d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, NY 14534 | 1,200,058 | 16.92 | % | |||||||
NUM | None | |||||||||||
NUO | None | |||||||||||
NVX | Common Shares | First Trust Portfolios First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 1,720,464 | 11.66 | % | |||||||
NZH | Common Shares | First Trust Portfolios First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 3,026,702 | 12.53 | % | |||||||
NCB | Common Shares | First Trust Portfolios First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 331,691 | 10.09 | % | |||||||
NXC | None | |||||||||||
NXN | Common Shares | First Trust Portfolios First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 254,782 | 6.49 | % | |||||||
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
AMT-Free Income — VMTP Shares | Wells Fargo & Company(a) 420 Montgomery Street San Francisco, CA 94104 | 1,510 | 100 | % | ||||||
Wells Fargo Municipal Capital Strategies, LLC(a) 375 Park Avenue New York, NY 10152 | ||||||||||
Build America Opportunity | University of Minnesota Foundation 45 S. Seventh Street, Suite 2650 Minneapolis, MN 55402 | 592,208 | 8.22 | % | ||||||
Tortoise Investment Management, LLC 239 Central Avenue, 2nd Floor White Plains, NY 10606 | 401,576 | 5.60 | % | |||||||
California Select | 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 | 344,162 | 5.48 | % | ||||||
Dividend Advantage | Bank of America Corporation(c) 100 North Tyron Street Charlotte, NC 28255
Banc of America Preferred Funding Corporation(c) 214 North Tryon Street Charlotte, NC 28255 | 2,650 | 100 | % | ||||||
Dividend Advantage 3 | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 3,114,095 | 8.57 | % | ||||||
Dividend Advantage 3 | Citibank, N.A.(d) Citicorp(d) Citigroup Inc.(d) 399 Park Avenue New York, NY 10022 | 810 | 100 | % | ||||||
Dividend Advantage Municipal | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 1,337,570 | 5.02 | % | ||||||
J-1B-1
| Fund | Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | ||||||||
NQP | VMTP Shares | Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94104
Wells Fargo Municipal Capital Strategies, LLC 375 Park Avenue New York, NY 10151 | 480 | 100 | % | |||||||
NJV | Common Shares | First Trust Portfolios First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 273,989 | 17.51 | % | |||||||
NPN | None | |||||||||||
NNY | None | |||||||||||
NRK | None | |||||||||||
NYV | Common Shares | First Trust Portfolios First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 243,879 | 10.38 | % | |||||||
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Dow Dynamic Overwrite | 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 | 2,769,871 | 7.68 | % | ||||||
Enhanced 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 | 1,170,117 | 5.55 | % | ||||||
Global High Income | 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 | 2,828,418 | 11.75 | % | ||||||
Investment Quality | 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 | 2,142,301 | 5.15 | % | ||||||
Investment Quality | Bank of America Corporation(c) 100 North Tyron Street Charlotte, NC 28255
Banc of America Preferred Funding Corporation(c) 214 North Tryon Street Charlotte, NC 28255 | 435 | 100 | % | ||||||
Municipal High Income | 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 | 2,997,598 | 5.99 | % | ||||||
Municipal High Income | Bank of America Corporation(c) 100 North Tyron Street Charlotte, NC 28255
Banc of America Preferred Funding Corporation(c) 214 North Tryon Street Charlotte, NC 28255 | 510 | 100 | % | ||||||
Municipal High Income | Bank of America Corporation(c) 100 North Tyron Street Charlotte, NC 28255
Banc of America Preferred Funding Corporation(c) 214 North Tryon Street Charlotte, NC 28255 | 360 | 100 | % | ||||||
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| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
NASDAQ Dynamic Overwrite | 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 | 2,510,591 | 6.87 | % | ||||||
New York Select | 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 | 284,825 | 7.26 | % | ||||||
Performance Plus | Morgan Stanley(e) Morgan Stanley Smith Barney LLC(e) 1585 Broadway New York, NY 10036 | 3,517,532 | 5.90 | % | ||||||
Performance Plus | 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 | 5,350 | 100 | % | ||||||
Premium Income | 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 | 4,070 | 100 | % | ||||||
Premium Income 4 | Morgan Stanley(e) Morgan Stanley Smith Barney LLC(e) 1585 Broadway New York, NY 10036 | 2,427,833 | 5.60 | % | ||||||
Quality Municipal | 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 | 2,404 | 100 | % | ||||||
Select Quality | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 | 1,809,084 | 5.14 | % | ||||||
| * | The information contained in this table is based on Schedule 13D and 13G filings made on or before June |
| (a) | Wells Fargo & Company and Wells Fargo Municipal Capital Strategies, LLC filed their Schedule 13D or Schedule 13G, as applicable, jointly and did not differentiate holdings as to each entity. |
| (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. |
B-3
| (c) | Bank of America Corporation and Banc of America Preferred Fund Corporation filed their Schedule 13D jointly and did not differentiate holdings as between each entity. |
| (d) | Citibank N.A., Citicorp and Citigroup Inc. filed their Schedule 13G jointly and did not differentiate holdings as to each entity. |
| (e) | Morgan Stanley and Morgan Stanley Smith Barney LLC filed their Schedule 13G jointly and did not differentiate holdings as between each entity. |
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: NUODividend Advantage 2 (Series 2): Goldman Sachs (293 shares (14.9%)), Federated (1,274 shares (65.0%)); Investment Quality (Series 1): Federated (250 shares (16.9%)), JP Morgan (230(803 shares (15.5%)), Northern Trust (260 shares (17.6%)), Deutsche Bank (150 shares (10.1%)), Morgan Stanley (170 shares (11.5%)); NVX (Series 1): Schwab (380 shares (38.8%)), Morgan Stanley (150 shares (15.3%(33.9%)), Deutsche Bank (200 shares (20.4%(8.4%)), Morgan Stanley (200 shares (8.4%)), Northern Trust (400 shares (16.9%)), Federated (300 shares (12.7%)), Goldman Sachs (465 shares (19.6%)); NZHMunicipal Advantage (Series 1): Blackrock (139 shares (5.2%)), Federated (882 shares (32.8%)); Municipal Market Opportunity (Series 1): JP Morgan (240(1,145 shares (15.0%(32.6%)), Goldman Sachs (764 shares (21.8%)), Federated (550 shares (15.7%)), Morgan Stanley (751 shares (21.4%)); Premier Income (Series 1): JP Morgan (967 shares (75.7%)), Morgan Stanley (120 shares (9.4%)), Goldman Sachs (140 shares (11.0%)); Premium Income 2 (Series 1): JP Morgan (900 shares (18.4%)), Deutsche Bank (150(525 shares (9.3%(10.7%)), Morgan Stanley (280(850 shares (17.5%(17.4%)), Northern Trust (360(1,137 shares (22.5%(23.2%)), Federated (220(500 shares (13.8%(10.2%)); NQP (Series 2): BlackRock (110 shares (9.8%)), Federated (280 shares (24.9%)), JP Morgan (175 shares (15.6%)), Northern Trust (170 shares (15.1%)); NQP (Series 3): Federated (220 shares (20.1%)), JP Morgan (190 shares (18.1%)), Schwab (85 shares (8.1%)); NRKPremium Income 4 (Series 1): BlackRock (87Federated (150 shares (7.7%)), JP Morgan (286 shares (25.5%)), Schwab (200 shares (17.8%)), Federated (200 shares (17.8%(5.7%)), Bank of America (150(772 shares (13.4%(29.5%)); NRKQuality Income (Series 2)1): JP Morgan (474Bank of America (346 shares (28.8%)), Schwab (310 shares (18.8%(9.0%)), Federated (310(481 shares (18.8%)), Bank of America (168 shares (10.2%); NRK (Series 3): BlackRock (85 shares (5.3%)), JP Morgan (262 shares (16.2%)), Federated (310 shares (19.2%)), Bank of America (170 shares (10.5%(12.5%)), Morgan Stanley (170(450 shares (10.5%(11.7%)), Schwab (449 shares (11.6%)); NRKand Select Quality (Series 4)1): Federated (210JP Morgan (400 shares (42.0%(15.0%)), Schwab (395 shares (14.8%)), Deutsche Bank (400 shares (15.0%)), Morgan Stanley (290(230 shares (58.0%(8.6%)), Northern Trust (500 shares (18.7%)), Federated (250 shares (9.3%)), Goldman Sachs (250 shares (9.3%)).
J-2
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: NUODividend Advantage 2 (Series 2): Vanguard Tax-Exempt Money Market Fund (393 shares (20.1%)); Municipal Advantage (Series 1): Vanguard Tax-Exempt Money Market Fund (110(1,667 shares (7.4%(62.0%)); NUO (Series 1): Vanguard Ohio Tax-Exempt MoneyMunicipal Market Fund (210 shares (14.2%)); NVX (Series 1): Vanguard California Tax-Exempt Money Market Fund (250 shares (25.5%)); NZH (Series 1): Vanguard California Tax-Exempt Money Market Fund (350 shares (21.9%)); NQP (Series 2): Vanguard Pennsylvania Tax-Exempt Money Market Fund (390 shares (34.7%)); NQP (Series 3): Vanguard Tax-Exempt Money Market Fund (220 shares (21.0%)); NQP (Series 3): Vanguard Pennsylvania Tax-Exempt Money Market Fund (285 shares (27.0%)); NRKOpportunity (Series 1): Vanguard Tax-Exempt Money Market Fund (200(299 shares (17.8%(8.5%)); NRKPremium Income 2 (Series 1): Vanguard New York Tax-Exempt Money Market Fund (200 shares (17.8%)); NRK (Series 2): Vanguard Tax-Exempt Money Market Fund (310(608 shares (18.8%(12.4%)); NRKPremium Income 4 (Series 2): Vanguard New York Tax-Exempt Money Market Fund (310 shares (18.8%)); NRK (Series 3)1): Vanguard Tax-Exempt Money Market Fund (255(1,700 shares (15.8%(64.8%)); NRKQuality Income (Series 3)1): Vanguard New York Tax-Exempt Money Market Fund (365(2,128 shares (22.6%(55.2%)); and Select Quality (Series 1): Vanguard Tax-Exempt Money Market Fund (250 shares (9.3%)).
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 one or more Funds,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 one or more Funds. Information with respect to aggregate holdings of these iMTP Shares associated with fund complexes identified by the initial purchasers as holding greater than 5% of the outstanding iMTP Shares of a Fund, other than with respect to the Vanguard complex, including the number of iMTP Shares associated with the fund complex and percentage of total outstanding, is as follows: NRK (Series 2017): Northern Trust (150 shares (19.0%)), Wells Fargo Advantage (170 shares (21.5%)), Federated (100 shares (12.7%)).
Information with respect to the holdings of iMTP Shares by funds in the Vanguard complex identified by Vanguard, including number of iMTP Shares held and percentage of total outstanding, is as follows: NRK (Series 2017): Vanguard Short-Term Tax-Exempt Fund (175 shares (22.1%)), Vanguard Limited-Term Tax-Exempt Fund (175 shares (22.1%)).Fund.
J-3
Appendix K
FORM OF INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this [ ] day of [ ], by and between [Name of Fund], a [State of Organization] [Form of Organization] (the “Fund”), and NUVEEN FUND ADVISORS, LLC, a Delaware limited liability company (the “Adviser”).
W I T N E S S E T H
In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:
1. The Fund hereby employs the Adviser to act as the investment adviser for, and to manage the investment and reinvestment of the assets of the Fund in accordance with the Fund’s investment objective and policies and limitations, and to administer the Fund’s affairs to the extent requested by and subject to the supervision of the Board of [Trustees/Directors] of the Fund for the period and upon the terms herein set forth. The investment of the Fund’s assets shall be subject to the Fund’s policies, restrictions and limitations with respect to securities investments as set forth in the Fund’s then current registration statement under the Investment Company Act of 1940, and all applicable laws and the regulations of the Securities and Exchange Commission relating to the management of registered closed-end, diversified management investment companies.
The Adviser accepts such employment and agrees during such period to render such services, to furnish office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Fund’s transfer agent) for the Fund, to permit any of its officers or employees to serve without compensation as [trustees/directors] or officers of the Fund if elected to such positions, and to assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for nor represent the Fund in any way, nor otherwise be deemed an agent of the Fund.
2. For the services and facilities described in Section l, the Fund will pay to the Adviser, at the end of each calendar month, an investment management fee equal to the sum of a Fund-Level Fee and a Complex-Level Fee.
A. The Fund Level Fee shall be computed by applying the following annual rate [ ].
[NCA AND NNY ONLY:
A. The Fund Level Fee shall be an amount equal to the sum of % of the average weekly net assets of the Fund and % of the gross interest income (i.e. income other than gains from the sale of securities or gains realized from futures contracts), computed in each case on an annualized basis.]
K-1
B. The Complex-Level Fee for the Fund shall be computed by applying the Complex-Level Fee Rate, expressed as a daily equivalent, to the average total daily managed assets of the Fund. The Complex-Level Fee Rate shall be determined based upon the total daily net assets of all Eligible Funds, as defined below (with such daily net assets to include — in the case of Eligible Funds whose advisory fees are calculated by reference to net assets that include net assets attributable to preferred stock issued by or borrowings by the Eligible Fund — such leveraging net assets), pursuant to the annual fee schedule shown below in this section, with the following exclusions (as adjusted, “Complex-Level Assets”):
The Complex-Level Fee Rate shall be calculated in such a manner that it results in the effective rate at the specified Complex-Level Asset amounts shown in the following annual fee schedule:
Complex-Level Asset | Effective Rate at Breakpoint Level (%) | |||||
| 55,000 | 0.2000 | |||||
| 56,000 | 0.1996 | |||||
| 57,000 | 0.1989 | |||||
| 60,000 | 0.1961 | |||||
| 63,000 | 0.1931 | |||||
| 66,000 | 0.1900 | |||||
| 71,000 | 0.1851 | |||||
| 76,000 | 0.1806 | |||||
| 80,000 | 0.1773 | |||||
| 91,000 | 0.1691 | |||||
| 125,000 | 0.1599 | |||||
| 200,000 | 0.1505 | |||||
| 250,000 | 0.1469 | |||||
| 300,000 | 0.1445 | |||||
C. “Eligible Funds,” for purposes of the Agreement, shall mean all Nuveen-branded closed-end and open-end registered investment companies organized in the United States. Any open-end or closed-end funds that subsequently become a Nuveen-branded fund because either (a) Nuveen Investments, Inc. or its affiliates acquire the investment adviser to such funds (or the adviser’s parent), or (b) Nuveen Investments, Inc. or its affiliates acquire the fund’s adviser’s rights under the management agreement for such fund (in either case, such acquisition an “Acquisition” and such fund an “Acquired Fund”), will be evaluated by both Nuveen management and the Nuveen Funds’ Board, on
K-2
a case-by-case basis, as to whether or not the assets of such Acquired Funds would be included in Complex-Level Assets and, if so, whether there would be a basis for any adjustments to the complex-level breakpoint schedule and/or its application.
D. The “Fund Asset Limit Amount” as of any calculation date shall for each Fund be equal to the lesser of (i) the Initial Fund Asset Limit Amount (defined below), and (ii) the Eligible Fund’s current net assets. The “Initial Fund Asset Limit Amount” for an Eligible Fund shall be determined as follows:
i. In the case of Nuveen-branded Funds that qualified as Eligible Funds on or prior to June 30, 2010, as well as Eligible Funds launched thereafter that are not Acquired Funds, the Initial Fund Asset Limit Amount shall be equal to zero, except to extent that such Fund may later participate in a subsequent Fund consolidation as described in (iii) below;
ii. In the case of Acquired Funds, the Initial Fund Asset Limit Amount is equal to the product of (i) 1 minus the Aggregate Eligible Asset Percentage (defined below), and (ii) an Acquired Fund’s net assets as of the effective date of such Fund’s Acquisition; and
iii. In the event of a consolidation or merger of one or more Eligible Funds, the Initial Fund Asset Limit Amount of the combined fund will be equal to the sum of the Initial Fund Asset Limit Amounts of each individual Eligible Fund.
E. Following are additional definitions of terms used above:
i. “Acquisition Assets”: With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.
ii. “Aggregate Eligible Asset Amount”: With respect to an Acquisition, that portion of the aggregate net assets of Acquired Funds as of the effective date of such Acquisition that is included in Complex-Level Assets. With respect to the series of First American Investment Funds, Inc. that became Acquired Funds as of December 31, 2010, the Aggregate Eligible Asset Amount is $2 billion.
iii. “Aggregate Eligible Asset Percentage”: The ratio of the Aggregate Eligible Asset Amount to Acquisition Assets.
F. For the month and year in which this Agreement becomes effective, or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement shall have been in effect during the month and year, respectively. The services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby.
3. The Adviser shall arrange for officers or employees of the Adviser to serve, without compensation from the Fund, as [trustees/directors], officers or agents of the Fund, if duly elected or appointed to such positions, and subject to their individual consent and to any limitations imposed by law.
4. Subject to applicable statutes and regulations, it is understood that officers, [trustees/directors], or agents of the Fund are, or may be, interested in the Adviser as officers, directors,
K-3
agents, shareholders or otherwise, and that the officers, directors, shareholders and agents of the Adviser may be interested in the Fund otherwise than as [trustees/directors], officers or agents.
5. The Adviser shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Adviser in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.
6. The Adviser currently manages other investment accounts and funds, including those with investment objectives similar to the Fund, and reserves the right to manage other such accounts and funds in the future. Securities considered as investments for the Fund may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Fund and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Fund and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Fund and such other accounts and funds, the size of investment commitments generally held by the Fund and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Fund and such other accounts and funds.
7. This Agreement shall continue in effect until [August 1, 2015], unless and until terminated by either party as hereinafter provided, and shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved, at least annually, in the manner required by the Investment Company Act of 1940.
This Agreement shall automatically terminate in the event of its assignment, and may be terminated at any time without the payment of any penalty by the Fund or by the Adviser upon no less than sixty (60) days’ written notice to the other party. The Fund may effect termination by action of the Board of [Trustees/Directors] or by vote of a majority of the outstanding voting securities of the Fund, accompanied by appropriate notice.
This Agreement may be terminated, at any time, without the payment of any penalty, by the Board of [Trustees/Directors] of the Fund, or by vote of a majority of the outstanding voting securities of the Fund, in the event that it shall have been established by a court of competent jurisdiction that the Adviser, or any officer or director of the Adviser, has taken any action which results in a breach of the covenants of the Adviser set forth herein.
Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the compensation, described in Section 2, earned prior to such termination.
K-4
8. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder shall not be thereby affected.
9. Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for receipt of such notice.
[NAZ, NUM, NUO, NJV, NPN, NVX, NZH, NCB, NXC, NYV, NXN:
10. The Fund’s Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts. This Agreement is executed on behalf of the Fund by the Fund’s officers as officers and not individually and the obligations imposed upon the Fund by this Agreement are not binding upon any of the Fund’s Trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund.]
[NAZ, NUM, NUO, NJV, NPN, NVX, NZH, NCB, NXC, NYV:
11. This Agreement shall be construed in accordance with applicable federal law and (except as to Section 10 hereof which shall be construed in accordance with the laws of Massachusetts) the laws of the State of Illinois.]
IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to be executed on the day and year above written.
[NAME OF FUND]
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K-5
Appendix L
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made as of the [ ] day of [ ], between Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Nuveen Asset Management, LLC a Delaware limited liability company (the “Sub-Adviser” and with the Adviser, a “Party” or “Parties”).
WHEREAS, the Adviser acts as the investment adviser for each of the closed-end management investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”) listed on Appendix A (each a “Fund” and collectively, the “Funds”), ,pursuant to investment advisory agreements between the Adviser and each Fund (the “Advisory Agreement”);
WHEREAS, the Adviser desires to retain the Sub-Adviser to furnish investment advisory services for each Fund, upon the terms and conditions hereafter set forth;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained herein, the parties agree as follows:
1. Appointment of Sub-Adviser. The Adviser desires to engage and hereby appoints the Sub-Adviser to provide certain sub-investment advisory services to each Fund for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts the appointment and agrees to furnish the services described herein for the compensation set forth below.
2. Duties of Sub-Adviser.
The Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the assets in each Fund. In connection therewith, the Sub-Adviser will (a) make investment decisions for the Fund; (b) place purchase and sale orders for portfolio transactions in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision of the Fund’s investment program and to monitor the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision of each Fund’s Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will manage the assets in each Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations.
The Adviser has furnished to the Sub-Adviser each Fund’s compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”),
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the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (the “Charter Documents”), and each Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide to the Sub-Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictions.
3. Brokerage. In selecting brokers or dealers to execute transactions on behalf of a Fund, the Sub-Adviser will seek the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, and in evaluating the best overall terms available, the Sub-Adviser is authorized to consider brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended). The Sub-Adviser will not execute any portfolio transactions with a broker or dealer which is an “affiliated person” (as defined in the 1940 Act) of the Sub-Adviser or the Adviser, except pursuant to the any 17e-1 Policies and Procedures for affiliated brokerage transactions that have been approved by Board for such Fund. The Adviser will provide the Sub-Adviser with a list of brokers and dealers that are “affiliated persons” of the Adviser.
4. Proxy Voting. The Sub-Adviser shall vote all proxies with respect to securities held in a Fund in accordance with the Sub-Adviser’s proxy voting guidelines and procedures in effect from time to time. In the event material changes are made to such proxy voting guidelines, the Sub-Adviser agrees to provide the Adviser with a copy of the revised proxy voting guidelines. The Adviser agrees to instruct each Fund’s custodian to forward all proxy materials and related shareholder communications to the Sub-Adviser promptly upon receipt. The Sub-Adviser agrees to promptly inform the Adviser and any Fund of any conflict of interest of which the Sub-Adviser is aware that the Sub-Adviser has in voting proxies with respect to securities held in such Fund. The Sub-Adviser shall not be liable with regard to voting of proxies or other corporate actions if the proxy materials and related communications are not received in a timely manner.
5. Information Provided to the Adviser.
(a) The Sub-Adviser will keep the Adviser informed of developments materially affecting any Fund and will, on its own initiative, furnish the Adviser from time to time with whatever information the Sub-Adviser believes is appropriate for this purpose.
(b) The Sub-Adviser will confer with the Adviser as the Adviser may reasonably request regarding the investment and management of each Fund. The Sub-Adviser will not be required to advise the Adviser or act for the Adviser or any Fund in any legal proceedings, including bankruptcies or class actions, involving securities in any Fund or the issuers of the securities.
(c) The Sub-Adviser agrees to comply with all reporting requirements that the Board or the Adviser reasonably adopt and communicate to the Sub-Adviser in writing, including reporting requirements related to performance of any Fund, brokerage practices, and proxy voting.
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(d) The Sub-Adviser will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of each Fund, and will notify the Adviser promptly of any issuer-specific or market events or other situations that occur that may materially impact the pricing of one or more securities in such Fund. In addition, upon the request of Adviser, the Sub-Adviser will assist the Adviser in evaluating the impact that such an event may have on the net asset value of a Fund and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by any Fund, unless such determination is made based upon information provided by the Sub-Adviser that is materially incorrect or incomplete as a result of the Sub-Adviser’s gross negligence.
(e) The Sub-Adviser has provided the Adviser with a true and complete copy of its compliance policies and procedures that are reasonably designed to prevent violations of the “federal securities laws” (as such term is defined in Rule 38a-1 under the 1940 Act) and Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (the “Sub-Adviser Compliance Policies”). The Sub-Adviser’s chief compliance officer (the “Sub-Adviser CCO”) shall provide to the Fund’s chief compliance officer (the “Fund CCO”) or his or her delegate, promptly (and in no event more than 10 business days) after the occurrence of the triggering event, the following:
(i) a report of any material changes to the Sub-Adviser Compliance Policies;
(ii) a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Sub-Adviser Compliance Policies;
(iii) a copy of a summary of the Sub-Adviser CCO’s report with respect to the annual review of the Sub-Adviser Compliance Policies pursuant to Rule 206(4)-7 under the Advisers Act; and
(iv) an annual (or more frequently as the Fund CCO may request) certification regarding the Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 under the 1940 Act as well as the foregoing sub-paragraphs (i) - (iii).
(f) The Sub-Adviser will timely notify the Adviser of any material violations by the Sub-Adviser of a Fund’s investment policies or restrictions or any applicable law or regulation.
6. Standard of Care. The Sub-Adviser shall exercise its best judgment in rendering the services described in paragraphs 2, 3 and 4 above. The Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser’s part in the performance of its duties or from reckless disregard by the Sub-Adviser of its obligations and duties under this Agreement (each such act or omission shall be referred to as “Disqualifying Conduct”). Neither the Sub-Adviser nor its members, partners, officers, employees and agents shall be liable to the Adviser, any Fund, any Fund’s shareholders or any other person (a) for the acts, omissions, errors of judgment or mistakes of law of any other fiduciary or other person with respect to a Fund or (b) for any failure or delay in performance of the Sub-Adviser’s obligations
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under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.
The Sub-Adviser does not guarantee the future performance of any Fund or any specific level of performance, the success of any investment decision or strategy that the Sub-Adviser may use, or the success of the Sub-Adviser’s overall management of a Fund. The Adviser understands that investment decisions made for a Fund by the Sub-Adviser are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable.
7. Compensation. In consideration of the services rendered pursuant to this Agreement, the Adviser will pay the Sub-Adviser on the fifth business day of each month a fee equal to the percentage allocation of the fees (net of applicable breakpoints, waivers and reimbursements) paid by each Fund to the Adviser under the Advisory Agreement for such Fund as set forth in Appendix A. The fee for the period from the date of this Agreement to the end of the calendar month shall be prorated according to the proportion that such period bears to the full monthly period. Upon any termination of this Agreement before the end of a month, the fee for such part of that month shall be prorated according to the proportion that such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement.
8. Expenses. The Sub-Adviser will bear all of its expenses in connection with the performance of its services under this Agreement. All other expenses to be incurred in the operation of a Fund will be borne by such Fund, except to the extent specifically assumed by the Adviser or Sub-Adviser. The expenses to be borne by a Fund include, by way of example, but not by way of limitation, (a) brokerage and commission expenses; (b) Federal, state, local and foreign taxes, including issue and transfer taxes incurred by or levied on the Fund; (c) interest charges on borrowings; (d) the Fund’s organizational and offering expenses; (e) fees and expenses of registering the Fund’s shares under the appropriate Federal securities laws and qualifying the Fund’s shares under applicable state securities laws; (f) fees and expenses of listing and maintaining the listing of the Fund’s shares on the principal securities exchanges where listed, or, if the Fund’s shares are not so listed, fees and expenses of listing and maintaining the quotation of the Fund’s shares on the principal securities market where traded; (g) expenses of printing and distributing reports to shareholders; (h) expenses of shareholders’ meetings and proxy solicitation; (i) charges and expenses of the Fund’s administrator, custodian and registrar, transfer agent and dividend disbursing agent; (j) compensation of the Fund’s officers, directors and employees that are not affiliated persons or interested persons (as defined in Section 2(a)(19) of the 1940 Act and the rules, regulations and releases relating thereto) of the Adviser or Sub-Adviser; (k) legal and auditing expenses; (l) cost of certificates representing shares of the Fund; (m) costs of stationery and supplies; (n) insurance expenses; and (o) association membership dues.
9. Services to Other Companies or Accounts. The Adviser understands that the Sub-Adviser now acts, will continue to act and may act in the future as investment adviser to fiduciary and other managed accounts and as investment adviser to other investment companies,
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and the Adviser has no objection to the Sub-Adviser so acting, provided that whenever a Fund and one or more other accounts or investment companies advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a methodology believed to be equitable to each entity. The Sub-Adviser agrees to similarly allocate opportunities to sell securities. The Adviser recognizes that, in some cases, this procedure may limit the size of the position that may be acquired or sold for a Fund. In addition, the Adviser understands that the persons employed by the Sub-Adviser to assist in the performance of the Sub-Adviser’s duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict the right of the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time and attention to other business or to render services of whatever kind or nature.
10. Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it specifically maintains for a Fund are the property of the Fund and further agrees to surrender promptly to the Fund copies of any of such records upon the Fund’s or the Adviser’s request. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records relating to its activities hereunder required to be maintained by Rule 31a-1 under the 1940 Act and to preserve the records relating to its activities hereunder required by Rule 204-2 under the Advisers Act for the period specified in said Rule.
11. Term of Agreement. Unless sooner terminated, this Agreement shall continue in effect until [August 1, 2014]. Thereafter, this Agreement shall continue automatically for successive annual periods, provided such continuance is specifically approved at least annually by the Board of each Fund in the manner required by the 1940 Act. This Agreement is terminable, without penalty, on 60 days’ written notice (the date of termination may be less than 60 days after the written notice of termination so long as the duration of the notice period is agreed upon by the Adviser and Sub-Adviser) by the Adviser, by a Fund’s Board, by vote of a majority of a Fund’s outstanding voting securities, or by the Sub-Adviser, and will immediately terminate upon termination of the Advisory Agreement with respect to a Fund. This Agreement also will terminate automatically in the event of its assignment (as defined in the 1940 Act). Any termination of this Agreement with respect to a Fund or Funds will not result in the termination of this Agreement with respect to any other Fund or Funds.
12. Trade Settlement at Termination. Termination will be without prejudice to the completion of any transaction already initiated. On, or after, the effective date of termination, the Sub-Adviser shall be entitled, without prior notice to the Adviser or a Fund, to direct the Fund’s custodian to retain and/or realize any assets of the Fund as may be required to settle transactions already initiated. Following the date of effective termination, any new transactions will only be executed by mutual agreement between the Adviser and the Sub-Adviser.
13. Indemnification. (a) The Adviser agrees to indemnify and hold harmless the Sub-Adviser and its members, partners, officers, employees, agents, successors and assigns (each a “Sub-Adviser Indemnified Person”) from and against any and all claims, losses, liabilities or damages (including reasonable attorneys’ fees and other related expenses) to which any Sub-Adviser Indemnified Person may become subject as a result of the Adviser’s material breach of this Agreement or as a result of the Adviser’s willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties hereunder or violation of applicable
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law;provided,however, that no Sub-Adviser Indemnified Person shall be indemnified for any claim, loss, liability or damage that may be sustained as a result of the Sub-Adviser’s Disqualifying Conduct.
(b) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and any Fund and their respective shareholders, members, partners, directors, officers, employees, agents, successors and assigns (each an “Adviser Indemnified Person”) from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) to which any Adviser Indemnified Person may become subject as a result of the Sub-Adviser’s material breach of this Agreement or as a result of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties hereunder or violation of applicable law;provided,however, that no Adviser Indemnified Person shall be indemnified for any claim, loss, liability or damage that may be sustained as a result of the Adviser’s Disqualifying Conduct.
14. Delegation to Third Parties. Except where prohibited by applicable law or regulation, the Sub-Adviser may delegate or may employ a third party to perform any accounting, administrative, reporting and ancillary services required to enable the Sub-Adviser to perform its functions under this Agreement. Notwithstanding any other provision of the Agreement, the Sub-Adviser may provide information about the Adviser and any Fund to any such third party for the purposes of this paragraph, provided that the third party is subject to a confidentiality agreement that specifically prevents the misuse of any such information, including portfolio holdings. The Sub-Adviser will act in good faith and with due diligence in the selection, use and monitoring of third parties and shall be solely responsible for any loss, mistake, gross negligence or misconduct caused by such third party.
15. Disclosure. (a) Neither the Adviser, on its own behalf or on behalf of any Fund, or the Sub-Adviser shall disclose information of a confidential nature acquired in consequence of this Agreement, except for information that they may be entitled or bound to disclose by law, regulation or that is disclosed to their advisors where reasonably necessary for the performance of their professional services or, in the case of the Sub-Adviser, as permitted in accordance with Section 14 of this Agreement.
(b) Notwithstanding the provisions of Subsection 15(a), to the extent that any market counterparty with whom the Sub-Adviser deals requires information relating to any Fund (including, but not limited to, the identity of the Adviser or the Fund and market value of the Fund), the Sub-Adviser shall be permitted to disclose such information to the extent necessary to effect transactions on behalf of a Fund in accordance with the terms of this Agreement.
(c) Notwithstanding the provisions of Subsections 15(a) and 15(b), the Sub-Adviser acknowledges that the Adviser and each Fund intend to rely on Rule 17a-7, Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act.
16. Instructions to Custodian. The Sub-Adviser shall have authority to issue to each Fund’s custodian such instructions as it may consider appropriate in connection with the settlement of any transaction relating to a Fund that it has initiated. The Adviser shall ensure that each Fund’s custodian is obliged to comply with any instructions of the Sub-Adviser given in accordance with this Agreement. The Sub-Adviser will not be responsible for supervising a Fund’s custodian.
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17. Representations and Warranties. (a) The Adviser represents and warrants to the Sub-Adviser that the Adviser:
(i) has full power and authority to appoint the Sub-Adviser to manage a Fund in accordance with the terms of this Agreement; and
(ii) this Agreement is valid and has been duly authorized by appropriate action of the Adviser, the Board of each Fund and each Fund’s shareholders, does not violate any obligation by which the Adviser is bound, and when so executed and delivered, will be binding upon the Adviser in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and general principles of equity.
(b) The Sub-Adviser represents and warrants to the Adviser that the Sub-Adviser:
(i) is registered as an “investment adviser” under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect;
(ii) is not currently the subject of, and has not been the subject of during the last three (3) years, any enforcement action by a regulator, except as previously disclosed to the Adviser; and
(iii) maintains insurance coverage in an appropriate amount and shall upon request provide to the Adviser any information it may reasonably require concerning the amount of or scope of such insurance.
18. Miscellaneous.
(a) Notices. All notices provided for by this Agreement shall be in writing and shall be deemed given when received, against appropriate receipt, by the General Counsel of the Adviser or Sub-Adviser, as the case may be, or such other person as a party shall designate by notice to the other parties.
(b) Amendment. This Agreement may be amended at any time, but only by written agreement between the Adviser and the Sub-Adviser, which amendment must be approved by the Board of each affected Fund in the manner required by the 1940 Act. Notwithstanding the foregoing and subject to approval by the Board of a new Fund in the manner required by the 1940 Act, this Agreement may be amended at any time to add additional Funds and the compensation to the Sub-Adviser for such additional Funds to Appendix A, such mutual agreement between the Adviser and the Sub-Adviser to be evidenced by a revised Appendix A and performance of each parties obligations hereunder with respect to such new Funds.
(c) Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto and supersedes any prior agreement among the parties relating to the subject matter hereof.
(d) Severability. If any provision of this Agreement will be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby.
(e) Headings. The paragraph headings of this Agreement are for convenience of reference and do not constitute a part hereof.
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(f) Governing Law. This Agreement shall be governed in accordance with the internal laws of the State of Illinois, without giving effect to principles of conflict of laws.
(g) Use of Sub-Adviser’s Name. The Adviser shall furnish to the Sub-Adviser all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution which refers to the Sub-Adviser by name prior to the use thereof. The Adviser shall not use or cause any Fund to use any such materials if the Sub-Adviser reasonably objects to such use. This paragraph shall survive the termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the date first written above.
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APPENDIX AC
NUMBER OF BOARD AND COMMITTEE MEETINGS
HELD DURING EACH FUND’S LAST FISCAL YEAR
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| 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 | ||||||||||||||||||||||||
| AMT-Free Income | 6 | 8 | 1 | 6 | 6 | 4 | 6 | 4 | ||||||||||||||||||||||||
| AMT-Free Value | 6 | 8 | 0 | 6 | 6 | 4 | 6 | 4 | ||||||||||||||||||||||||
| Build America | 6 | 8 | 0 | 5 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
| Build America Opportunity | 6 | 8 | 0 | 5 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
| California Select | 6 | 8 | 0 | 5 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
| Dividend Advantage | 6 | 8 | 1 | 6 | 6 | 4 | 6 | 4 | ||||||||||||||||||||||||
| Dividend Advantage 2 | 6 | 8 | 0 | 6 | 6 | 4 | 6 | 4 | ||||||||||||||||||||||||
| Dividend Advantage 3 | 6 | 8 | 2 | 6 | 6 | 4 | 6 | 4 | ||||||||||||||||||||||||
| Dividend Advantage Municipal | 6 | 8 | 2 | 6 | 6 | 4 | 6 | 4 | ||||||||||||||||||||||||
| Dow Dynamic Overwrite | 3 | 2 | 0 | 2 | 2 | 2 | 3 | 2 | ||||||||||||||||||||||||
| Enhanced Value | 6 | 8 | 0 | 6 | 6 | 4 | 6 | 4 | ||||||||||||||||||||||||
| Global High Income | 3 | 2 | 0 | 2 | 2 | 2 | 3 | 2 | ||||||||||||||||||||||||
| Investment Quality | 6 | 8 | 0 | 6 | 6 | 4 | 6 | 4 | ||||||||||||||||||||||||
| Municipal Advantage | 6 | 8 | 1 | 6 | 6 | 4 | 6 | 4 | ||||||||||||||||||||||||
| Municipal High Income | 6 | 8 | 0 | 6 | 6 | 4 | 6 | 4 | ||||||||||||||||||||||||
| Municipal Income | 6 | 8 | 0 | 6 | 6 | 4 | 6 | 4 | ||||||||||||||||||||||||
| Municipal Market Opportunity | 6 | 8 | 0 | 6 | 6 | 4 | 6 | 4 | ||||||||||||||||||||||||
| Municipal Opportunity | 6 | 8 | 0 | 6 | 6 | 4 | 6 | 4 | ||||||||||||||||||||||||
| Municipal Value | 6 | 8 | 0 | 6 | 6 | 4 | 6 | 4 | ||||||||||||||||||||||||
| NASDAQ Dynamic Overwrite | 3 | 2 | 0 | 2 | 2 | 2 | 3 | 2 | ||||||||||||||||||||||||
| New York Select | 6 | 8 | 0 | 5 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
| Performance Plus | 6 | 8 | 0 | 6 | 6 | 4 | 6 | 4 | ||||||||||||||||||||||||
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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 Premier Income 6 8 0 6 6 4 6 4 Premium Income 6 8 0 6 6 4 6 4 Premium Income 2 6 8 0 6 6 4 6 4 Premium Income 4 6 8 0 6 6 4 6 4 Quality Income 6 8 1 6 6 4 6 4 Quality Municipal 6 8 0 6 6 4 6 4 Select Maturities 6 8 0 5 5 4 6 4 Select Tax-Free 6 8 0 5 5 4 6 4 Select Tax-Free 2 6 8 0 5 5 4 6 4 Select Tax-Free 3 6 8 0 5 5 4 6 4
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
| www.nuveen.com |
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[GRAPHIC APPEARS HERE]
NUVEEN FUNDS PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
FOR AN ANNUAL MEETING OF SHAREHOLDERS, AUGUST 5, 2015
COMMON SHARES
The Annual Meeting of Shareholders will be held Tuesday,Wednesday, August 5, 20142015 at 10:11:00 a.m. Central time, in the offices of Nuveen Investments, 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 Gifford R. Zimmerman, Kevin J. McCarthy , Kathleen L. Prudhomme and Kathleen Prudhomme,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,Wednesday, August 5, 2014,2015, or any adjournment(s), postponement(s)adjournment or delay(s)adjournments 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)(www.proxy-direct.com).
VOTE VIA THE INTERNET: www.proxy-direct.com
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VOTE BY TELEPHONE: 1-800-337-3503
FUNDS FUNDS FUNDS
Nuveen AMT-Free Municipal Income Fund Nuveen AMT-Free Municipal Value Fund Nuveen Build America Bond Fund
Nuveen Build America Bond Opportunity Fund Nuveen California Select Tax-Free Income Portfolio Nuveen Dividend Advantage Municipal Fund
Nuveen Dividend Advantage Municipal Fund 2 Nuveen Dividend Advantage Municipal Fund 3 Nuveen Dividend Advantage Municipal Income Fund
Nuveen Dow 30SM Dynamic Overwrite Fund Nuveen Enhanced Municipal Value Fund Nuveen Global High Income Fund
Nuveen Investment Quality Municipal Fund, Inc. Nuveen Municipal Advantage Fund, Inc. Nuveen Municipal High Income Opportunity Fund
Nuveen Municipal Income Fund, Inc. Nuveen Municipal Market Opportunity Fund, Inc. Nuveen Municipal Opportunity Fund, Inc.
Nuveen Municipal Value Fund, Inc. Nuveen NASDAQ 100 Dynamic Overwrite Fund Nuveen New York Select Tax-Free Income Portfolio
Nuveen Performance Plus Municipal Fund, Inc. Nuveen Premier Municipal Income Fund, Inc. Nuveen Premium Income Municipal Fund, Inc.
Nuveen Premium Income Municipal Fund 2, Inc. Nuveen Premium Income Municipal Fund 4, Inc. Nuveen Quality Income Municipal Fund, Inc.
Nuveen Quality Municipal Fund, Inc. Nuveen Select Maturities Municipal Fund Nuveen Select Quality Municipal Fund, Inc.
Nuveen Select Tax-Free Income Portfolio Nuveen Select Tax-Free Income Portfolio 2 Nuveen Select Tax-Free Income Portfolio 3
VOTING OPTIONS
Read your proxy statement and have it at hand when voting.
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_26795_Com_061715
DO NOT TEAR
VOTE IN PERSON
Attend Shareholder Meeting
333 West Wacker Dr.
Chicago. IL 60606
On August 5, 2015
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return it in the
postage-paid envelope.
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded
instructions
available 24 hours
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS.
In their discretion, the proxy holders are authorized to vote upon such other matters as may properly come before the meeting or any adjournment thereof.
Properly executed proxies will be voted as specified. If no other specification is made, such shares will be voted “FOR” each proposal.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example:n
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FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
| 01 | Nuveen Arizona Premium Income Municipal Fund | ¨ | ¨ | ¨ | 02 | Nuveen California Municipal Value Fund, Inc. | ¨ | ¨ | ¨ | |||||||||||||||||
| 03 | Nuveen Texas Quality Income Municipal Fund | ¨ | ¨ | ¨ | 04 | Nuveen Michigan Quality Income Municipal Fund | ¨ | ¨ | ¨ | |||||||||||||||||
| 05 | Nuveen Ohio Quality Income Municipal Fund | ¨ | ¨ | ¨ | 06 | Nuveen California Dividend Advantage Muni Fund 2 | ¨ | ¨ | ¨ | |||||||||||||||||
| 07 | Nuveen California Dividend Advantage Muni Fund 3 | ¨ | ¨ | ¨ | 08 | Nuveen California Municipal Value Fund 2 | ¨ | ¨ | ¨ | |||||||||||||||||
| 09 | Nuveen California Select Tax-Free Income Portfolio | ¨ | ¨ | ¨ | 10 | Nuveen New York Select Tax-Free Income Portfolio | ¨ | ¨ | ¨ | |||||||||||||||||
| 11 | Nuveen Pennsylvania Investment Quality Muni Fund | ¨ | ¨ | ¨ | 12 | Nuveen New Jersey Municipal Value Fund | ¨ | ¨ | ¨ | |||||||||||||||||
| 13 | Nuveen Pennsylvania Municipal Value Fund | ¨ | ¨ | ¨ | 14 | Nuveen New York Municipal Value Fund, Inc. | ¨ | ¨ | ¨ | |||||||||||||||||
| 15 | Nuveen New York AMT-Free Municipal Income Fund | ¨ | ¨ | ¨ | 16 | Nuveen New York Municipal Value Fund 2 | ¨ | ¨ | ¨ | |||||||||||||||||
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FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
| 01 | Nuveen Arizona Premium Income Municipal Fund | ¨ | ¨ | ¨ | 02 | Nuveen California Municipal Value Fund, Inc. | ¨ | ¨ | ¨ | |||||||||||||||||
| 03 | Nuveen Texas Quality Income Municipal Fund | ¨ | ¨ | ¨ | 04 | Nuveen Michigan Quality Income Municipal Fund | ¨ | ¨ | ¨ | |||||||||||||||||
| 05 | Nuveen Ohio Quality Income Municipal Fund | ¨ | ¨ | ¨ | 06 | Nuveen California Dividend Advantage Muni Fund 2 | ¨ | ¨ | ¨ | |||||||||||||||||
| 07 | Nuveen California Dividend Advantage Muni Fund 3 | ¨ | ¨ | ¨ | 08 | Nuveen California Municipal Value Fund 2 | ¨ | ¨ | ¨ | |||||||||||||||||
| 09 | Nuveen California Select Tax-Free Income Portfolio | ¨ | ¨ | ¨ | 10 | Nuveen New York Select Tax-Free Income Portfolio | ¨ | ¨ | ¨ | |||||||||||||||||
| 11 | Nuveen Pennsylvania Investment Quality Muni Fund | ¨ | ¨ | ¨ | 12 | Nuveen New Jersey Municipal Value Fund | ¨ | ¨ | ¨ | |||||||||||||||||
| 13 | Nuveen Pennsylvania Municipal Value Fund | ¨ | ¨ | ¨ | 14 | Nuveen New York Municipal Value Fund, Inc. | ¨ | ¨ | ¨ | |||||||||||||||||
| 15 | Nuveen New York AMT-Free Municipal Income Fund | ¨ | ¨ | ¨ | 16 | Nuveen New York Municipal Value Fund 2 | ¨ | ¨ | ¨ | |||||||||||||||||
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| 01. William Adams IV | 02. | David J. Kundert | 03. | John K. Nelson | 04. | Terence J. Toth | ||||||||||||
| FOR | WITHHOLD | FOR ALL | FOR | WITHHOLD | FOR ALL | |||||||||||||||||||||||||||||
| ALL | ALL | EXCEPT | ALL | ALL | EXCEPT | |||||||||||||||||||||||||||||
01 | Nuveen Arizona Premium Income Municipal Fund | ¨ | ¨ | ¨ | 02 | Nuveen California Municipal Value Fund, Inc. | ¨ | ¨ | ¨ | |||||||||||||||||||||||||
03 | Nuveen Texas Quality Income Municipal Fund | ¨ | ¨ | ¨ | 04 | Nuveen Michigan Quality Income Municipal Fund | ¨ | ¨ | ¨ | |||||||||||||||||||||||||
05 | Nuveen Ohio Quality Income Municipal Fund | ¨ | ¨ | ¨ | 06 | Nuveen California Dividend Advantage Muni Fund 2 | ¨ | ¨ | ¨ | |||||||||||||||||||||||||
07 | Nuveen California Dividend Advantage Muni Fund 3 | ¨ | ¨ | ¨ | 08 | Nuveen California Municipal Value Fund 2 | ¨ | ¨ | ¨ | |||||||||||||||||||||||||
09 | Nuveen California Select Tax-Free Income Portfolio | ¨ | ¨ | ¨ | 10 | Nuveen New York Select Tax-Free Income Portfolio | ¨ | ¨ | ¨ | |||||||||||||||||||||||||
11 | Nuveen Pennsylvania Investment Quality Muni Fund | ¨ | ¨ | ¨ | 12 | Nuveen New Jersey Municipal Value Fund | ¨ | ¨ | ¨ | |||||||||||||||||||||||||
13 | Nuveen Pennsylvania Municipal Value Fund | ¨ | ¨ | ¨ | 14 | Nuveen New York Municipal Value Fund, Inc. | ¨ | ¨ | ¨ | |||||||||||||||||||||||||
15 | Nuveen New York AMT-Free Municipal Income Fund | ¨ | ¨ | ¨ | 16 | Nuveen New York Municipal Value Fund 2 | ¨ | ¨ | ¨ | |||||||||||||||||||||||||
Important Notice Regarding the Availability of Proxy Materials for the Nuveen Annual
Meeting of Shareholders to Be Held on August 5, 2014.
The Proxy Statement for this meeting is available at:
http://www.nuveenproxy.com/ProxyInfo/CEF/Default.aspx
IMPORTANT: PLEASE SIGN AND DATE BEFORE MAILING.
NUV_25748_060914-BK5
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Please detach at perforation before mailing.
 |
|
PREFERRED SHARES
THIS PROXY IS BEING SOLICITED BY THE BOARD OF THE FUND. The undersigned shareholder(s) of the Nuveen Texas Quality Income Municipal Fund, revoking previous proxies, hereby appoints Gifford R. Zimmerman, Kevin J. McCarthy and Kathleen Prudhomme, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of Nuveen Texas Quality Income Municipal Fund which the undersigned is entitled to vote, at the Annual Meeting of Shareholders to be held on August 5, 2014, at 10:00 a.m. Central time, at the offices of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, 60606, and at any adjournment(s), postponement(s) or delay(s) thereof as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournment(s), postponement(s) or delay(s) thereof.
Receipt of the Notice of the Annual Meeting and the accompanying Proxy Statement is hereby acknowledged. The shares of Nuveen Texas Quality Income Municipal Fund represented hereby will be voted as indicated or FOR the proposals if no choice is indicated.
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the Annual
Meeting of Shareholders to Be Held on August 5, 2014.
The Proxy Statement for this meeting is available at:
http://www.nuveenproxy.com/ProxyInfo/CEF/Default.aspx
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 meeting or any adjournment thereof.
Properly executed proxies will be voted as specified. If no other specification is made, such shares will be voted “FOR” the proposal.proposals.
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.
01. William Adams IV 02. John P. Amboian 03. Jack B. Evans 04. David J. Kundert
05. John K. Nelson 06. Thomas S. Schreier, Jr. 07. Judith M. Stockdale 08. Carole E. Stone
09. Virginia L. Stringer
FOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL
ALL ALL EXCEPT ALL ALL EXCEPT
n01 Nuveen Investment Quality Municipal Fund, Inc.¨¨¨ 02 Nuveen Municipal Advantage Fund, Inc.¨¨¨
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05 Nuveen Performance Plus Municipal Fund, Inc.¨¨¨ 06 Nuveen Premier Municipal Income Fund, Inc.¨¨¨
07 Nuveen Premium Income Municipal Fund, Inc.¨¨¨ 08 Nuveen Premium Income Municipal Fund 2, Inc.¨¨¨
WE URGE YOU TO SIGN, DATE AND MAIL THIS PROXY PROMPTLY
NTX_25748_060914-BK5_Pref
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Please detach at perforation before mailing.
|
|
PREFERRED SHARES
THIS PROXY IS BEING SOLICITED BY THE BOARD OF THE FUND. The undersigned shareholder(s) of the09 Nuveen MichiganPremium Income Municipal Fund 4, Inc.¨¨¨ 10 Nuveen Quality Income Municipal Fund, revoking previous proxies, hereby appoints Gifford R. Zimmerman, Kevin J. McCarthy and Kathleen Prudhomme, or any oneInc.¨¨¨
11 Nuveen Quality Municipal Fund, Inc.¨¨¨ 12 Nuveen Select Quality Municipal Fund, Inc¨¨¨
1b. Election of them true and lawful attorneys with power of substitution of each,Board Members: To withhold authority to vote all sharesfor any individual nominee(s) mark the “For All Except” and write the nominee
number(s) on the line provided.
Class II:
01. Jack B. Evans 02. William J. Schneider 03. Thomas S. Schreier, Jr.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
Nuveen Municipal Income Fund, Inc.¨¨¨
1c. 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 Michigan QualityAMT-Free Municipal Value Fund¨¨¨ 02 Nuveen Build America Bond Fund¨¨¨
03 Nuveen Build America Bond Opportunity Fund¨¨¨ 04 Nuveen California Select Tax-Free Income Portfolio¨¨¨
05 Nuveen Dow 30SM Dynamic Overwrite Fund¨¨¨ 06 Nuveen Enhanced Municipal Value Fund¨¨¨
07 Nuveen Global High Income Fund¨¨¨ 08 Nuveen Municipal Value Fund, Inc.¨¨¨
09 Nuveen NASDAQ 100 Dynamic Overwrite Fund¨¨¨ 10 Nuveen New York Select Tax-Free Income Portfolio¨¨¨
11 Nuveen Select Maturities Municipal Fund¨¨¨ 12 Nuveen Select Tax-Free Income Portfolio¨¨¨
13 Nuveen Select Tax-Free Income Portfolio 2¨¨¨ 14 Nuveen Select Tax-Free Income Portfolio 3¨¨¨
1d. 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 AMT-Free Municipal Income Fund¨¨¨ 02 Nuveen Dividend Advantage Municipal Fund¨¨¨
03 Nuveen Dividend Advantage Municipal Fund which the undersigned is entitled to vote, at the Annual Meeting of Shareholders to be held on August 5, 2014, at 10:00 a.m. Central time, at the offices of2¨¨¨ 04 Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, 60606, and at any adjournment(s), postponement(s) or delay(s) thereof as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournment(s), postponement(s) or delay(s) thereof.
Receipt of the Notice of the Annual Meeting and the accompanying Proxy Statement is hereby acknowledged. The shares of Nuveen Michigan Quality IncomeDividend Advantage Municipal Fund represented hereby will be voted as indicated or FOR the proposals if no choice is indicated.3¨¨¨
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the Nuveen Annual
Meeting of Shareholders to Be Held on August 5, 2014.2015.
The Proxy Statement for this meeting is available at:
http://www.nuveenproxy.com/ProxyInfo/CEF/Default.aspxClosed-End-Fund-Proxy-Information/
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 meeting or any adjournment 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: n
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|
| ||||||||||
IMPORTANT: PLEASE SIGN AND DATE BEFORE MAILING.
NUV_26795_Com_061715
WE URGE YOU TO SIGN, DATE AND MAIL THIS PROXY PROMPTLY
NUM_25748_060914-BK5_Pref
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Please detach at perforation before mailing.
|
|
PREFERRED SHARES
THIS PROXY IS BEING SOLICITED BY THE BOARD OF THE FUND. The undersigned shareholder(s) of the Nuveen Ohio Quality Income Municipal Fund, revoking previous proxies, hereby appoints Gifford R. Zimmerman, Kevin J. McCarthy and Kathleen Prudhomme, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of Nuveen Ohio Quality Income Municipal Fund which the undersigned is entitled to vote, at the Annual Meeting of Shareholders to be held on August 5, 2014, at 10:00 a.m. Central time, at the offices of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, 60606, and at any adjournment(s), postponement(s) or delay(s) thereof as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournment(s), postponement(s) or delay(s) thereof.
Receipt of the Notice of the Annual Meeting and the accompanying Proxy Statement is hereby acknowledged. The shares of Nuveen Ohio Quality Income Municipal Fund represented hereby will be voted as indicated or FOR the proposals if no choice is indicated.
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the Annual
Meeting of Shareholders to Be Held on August 5, 2014.
The Proxy Statement for this meeting is available at:
http://www.nuveenproxy.com/ProxyInfo/CEF/Default.aspx
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 meeting or any adjournment 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: n
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WE URGE YOU TO SIGN, DATE AND MAIL THIS PROXY PROMPTLY
NUO_25748_060914-BK5_Pref
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Please detach at perforation before mailing.
|
|
PREFERRED SHARES
THIS PROXY IS BEING SOLICITED BY THE BOARD OF THE FUND. The undersigned shareholder(s) of the Nuveen California Dividend Advantage Municipal Fund 2, revoking previous proxies, hereby appoints Gifford R. Zimmerman, Kevin J. McCarthy and Kathleen Prudhomme, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of Nuveen California Dividend Advantage Municipal Fund 2 which the undersigned is entitled to vote, at the Annual Meeting of Shareholders to be held on August 5, 2014, at 10:00 a.m. Central time, at the offices of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, 60606, and at any adjournment(s), postponement(s) or delay(s) thereof as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournment(s), postponement(s) or delay(s) thereof.
Receipt of the Notice of the Annual Meeting and the accompanying Proxy Statement is hereby acknowledged. The shares of Nuveen California Dividend Advantage Municipal Fund 2 represented hereby will be voted as indicated or FOR the proposals if no choice is indicated.
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the Annual
Meeting of Shareholders to Be Held on August 5, 2014.
The Proxy Statement for this meeting is available at:
http://www.nuveenproxy.com/ProxyInfo/CEF/Default.aspx
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 meeting or any adjournment 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: n
WE URGE YOU TO SIGN, DATE AND MAIL THIS PROXY PROMPTLY
NVX_25748_060914-BK5_Pref
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Please detach at perforation before mailing.
|
|
PREFERRED SHARES
THIS PROXY IS BEING SOLICITED BY THE BOARD OF THE FUND. The undersigned shareholder(s) of the Nuveen California Dividend Advantage Municipal Fund 3, revoking previous proxies, hereby appoints Gifford R. Zimmerman, Kevin J. McCarthy and Kathleen Prudhomme, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of Nuveen California Dividend Advantage Municipal Fund 3 which the undersigned is entitled to vote, at the Annual Meeting of Shareholders to be held on August 5, 2014, at 10:00 a.m. Central time, at the offices of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, 60606, and at any adjournment(s), postponement(s) or delay(s) thereof as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournment(s), postponement(s) or delay(s) thereof.
Receipt of the Notice of the Annual Meeting and the accompanying Proxy Statement is hereby acknowledged. The shares of Nuveen California Dividend Advantage Municipal Fund 3 represented hereby will be voted as indicated or FOR the proposals if no choice is indicated.
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the Annual
Meeting of Shareholders to Be Held on August 5, 2014.
The Proxy Statement for this meeting is available at:
http://www.nuveenproxy.com/ProxyInfo/CEF/Default.aspx
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 meeting or any adjournment 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: n
WE URGE YOU TO SIGN, DATE AND MAIL THIS PROXY PROMPTLY
NZH_25748_060914-BK5_Pref
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Please detach at perforation before mailing.
|
|
PREFERRED SHARES
THIS PROXY IS BEING SOLICITED BY THE BOARD OF THE FUND. The undersigned shareholder(s) of the Nuveen New York AMT-Free Municipal Income Fund, revoking previous proxies, hereby appoints Gifford R. Zimmerman, Kevin J. McCarthy and Kathleen Prudhomme, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of Nuveen New York AMT-Free Municipal Income Fund which the undersigned is entitled to vote, at the Annual Meeting of Shareholders to be held on August 5, 2014, at 10:00 a.m. Central time, at the offices of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, 60606, and at any adjournment(s), postponement(s) or delay(s) thereof as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournment(s), postponement(s) or delay(s) thereof.
Receipt of the Notice of the Annual Meeting and the accompanying Proxy Statement is hereby acknowledged. The shares of Nuveen New York AMT-Free Municipal Income Fund represented hereby will be voted as indicated or FOR the proposals if no choice is indicated.
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the Annual
Meeting of Shareholders to Be Held on August 5, 2014.
The Proxy Statement for this meeting is available at:
http://www.nuveenproxy.com/ProxyInfo/CEF/Default.aspx
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 meeting or any adjournment 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: n
WE URGE YOU TO SIGN, DATE AND MAIL THIS PROXY PROMPTLY
NRK_25748_060914-BK5_Pref
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Please detach at perforation before mailing.
|
|
PREFERRED SHARES
THIS PROXY IS BEING SOLICITED BY THE BOARD OF THE FUND. The undersigned shareholder(s) of the Nuveen Arizona Premium Income Municipal Fund, revoking previous proxies, hereby appoints Gifford R. Zimmerman, Kevin J. McCarthy and Kathleen Prudhomme, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of Nuveen Arizona Premium Income Municipal Fund which the undersigned is entitled to vote, at the Annual Meeting of Shareholders to be held on August 5, 2014, at 10:00 a.m. Central time, at the offices of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, 60606, and at any adjournment(s), postponement(s) or delay(s) thereof as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournment(s), postponement(s) or delay(s) thereof.
Receipt of the Notice of the Annual Meeting and the accompanying Proxy Statement is hereby acknowledged. The shares of Nuveen Arizona Premium Income Municipal Fund represented hereby will be voted as indicated or FOR the proposals if no choice is indicated.
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the Annual
Meeting of Shareholders to Be Held on August 5, 2014.
The Proxy Statement for this meeting is available at:
http://www.nuveenproxy.com/ProxyInfo/CEF/Default.aspx
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 meeting or any adjournment 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: n
WE URGE YOU TO SIGN, DATE AND MAIL THIS PROXY PROMPTLY
NAZ_25748_060914-BK5_Pref
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Please detach at perforation before mailing.
|
|
PREFERRED SHARES
THIS PROXY IS BEING SOLICITED BY THE BOARD OF THE FUND. The undersigned shareholder(s) of the Nuveen Pennsylvania Investment Quality Municipal Fund, revoking previous proxies, hereby appoints Gifford R. Zimmerman, Kevin J. McCarthy and Kathleen Prudhomme, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of Nuveen Pennsylvania Investment Quality Municipal Fund which the undersigned is entitled to vote, at the Annual Meeting of Shareholders to be held on August 5, 2014, at 10:00 a.m. Central time, at the offices of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, 60606, and at any adjournment(s), postponement(s) or delay(s) thereof as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournment(s), postponement(s) or delay(s) thereof.
Receipt of the Notice of the Annual Meeting and the accompanying Proxy Statement is hereby acknowledged. The shares of Nuveen Pennsylvania Investment Quality Municipal Fund represented hereby will be voted as indicated or FOR the proposals if no choice is indicated.
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the Annual
Meeting of Shareholders to Be Held on August 5, 2014.
The Proxy Statement for this meeting is available at:
http://www.nuveenproxy.com/ProxyInfo/CEF/Default.aspx
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 meeting or any adjournment 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: n
WE URGE YOU TO SIGN, DATE AND MAIL THIS PROXY PROMPTLY
NQP_25748_060914-BK5_Pref