UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement. | |||
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). | |||
| ☒ | Definitive Proxy Statement. | |||
| ☐ | Definitive Additional Materials. | |||
| ☐ | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 | |||
Nuveen Massachusetts Quality Municipal Income Fund (NMT) | ||||
| (Name of Registrant as Specified In Its Charter) | ||||
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
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| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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Notice of Annual Meeting of Shareholders to be held on November | 333 West Wacker Drive Chicago, Illinois 60606 (800)257-8787 |
October 3, 20189, 2020
Nuveen Arizona Quality Municipal Income Fund (NAZ)
Nuveen CaliforniaAMT-Free Quality Municipal Income Fund (NKX)
Nuveen California Municipal Value Fund, Inc. (NCA)
Nuveen California Municipal Value Fund 2 (NCB)
Nuveen California Quality Municipal Income Fund (NAC)
Nuveen Massachusetts Quality Municipal Income Fund (NMT)
Nuveen Michigan Quality Municipal Income Fund (NUM)
Nuveen New Jersey Quality Municipal Income Fund (NXJ)
Nuveen New Jersey Municipal Value Fund (NJV)
Nuveen Ohio Quality Municipal Income Fund (NUO)
Nuveen Pennsylvania Quality Municipal Income Fund (NQP)
Nuveen Pennsylvania Municipal Value Fund (NPN)
Nuveen Texas Quality Municipal Income Fund (NTX)
To the Shareholders of the Above Funds:
Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen Arizona Quality Municipal Income Fund (“Arizona Quality”), Nuveen CaliforniaAMT-Free Quality Municipal Income Fund (“CaliforniaAMT-Free”), Nuveen California Municipal Value Fund 2 (“California Value 2”), Nuveen California Quality Municipal Income Fund (“California Quality)Quality”), Nuveen Massachusetts Quality Municipal Income Fund (“Massachusetts Quality”), Nuveen Michigan Quality Municipal Income Fund (“Michigan Quality”), Nuveen New Jersey Quality Municipal Income Fund (“New Jersey Quality”), Nuveen New Jersey Municipal Value Fund (“New Jersey Value”), Nuveen Ohio Quality Municipal Income Fund (“Ohio Quality”), and Nuveen Pennsylvania Quality Municipal Income Fund (“Pennsylvania Quality”), Nuveen Pennsylvania Municipal Value Fund (“Pennsylvania Value”) and Nuveen Texas Quality Municipal Income Fund (“Texas Quality”), each aMassachusetts business trust (each, a “Massachusetts Fund” and collectively, the “Massachusetts Funds”), and Nuveen California Municipal Value Fund, Inc. (“California Value”), aMinnesota corporation (California Value and the Massachusetts Funds are each a “Fund” and collectively, the “Funds”), will be held in the offices of Nuveen, 333 West Wacker Drive, Chicago, Illinois, on Tuesday,Monday, November 13, 2018,16, 2020, at 12:8:00 p.m.a.m., Central time (for each Fund, an “Annual Meeting” and collectively, the “Annual Meetings”), for the following purposes and to transact such other business, if any, as may properly come before the Annual Meeting.
Because of the public health concerns regarding the coronavirus (COVID-19) pandemic, we will be hosting this year’s Annual Meeting as a completely virtual meeting of shareholders, which will be conducted online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetingcenter.io/281763948 at the meeting date and time described in the accompanying Joint Proxy Statement. If your shares are registered in your name, to participate in the Annual Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. The password for the meeting is NUV2020. If your shares are held through an intermediary, you will need to register for the Annual Meeting at least three (3) business days prior to the Annual Meeting. Instructions for registering are set forth in the enclosed Joint Proxy Statement. There is no physical location for the Annual Meeting.
Matters to Be Voted on by Shareholders:
| 1. | To elect Members to the Board of |
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three (3) Class |
two (2) Board Members to be elected by the holders of Preferred Shares only, voting separately as a single class. |
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| 2. | To transact such other business as may properly come before the Annual Meeting. |
Shareholders of record at the close of business on September 14, 201818, 2020 are entitled to notice of and to vote at the Annual Meeting.
AllWhile all shareholders are cordially invited to attend the virtual Annual Meeting. InMeeting, we encourage you to vote your shares promptly, whether or not you plan to attend the virtual Annual Meeting in order to avoid delay and additional expense and to assure that your shares are represented, please vote as promptly as possible, regardless of whether or not you plan to attend the Annual Meeting.represented. You may vote by mail, telephone or over the Internet. To vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if mailed in the United States. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote over the Internet, go to the Internet address provided on your proxy card and follow the instructions, using your proxy card as a guide.
If you intend to attend the Annual Meeting in person and you are a record holder of a Fund’s shares, in order to gain admission you must show photographic identification, such as your driver’s license. If you intend to attend the Annual Meeting in person and you hold your shares through a bank, broker or other custodian, in order to gain admission you must show photographic identification, such as your driver’s license, and satisfactory proof of ownership of shares of a Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of a recent date. If you hold your shares in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the Annual Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the Annual Meeting.
Gifford R. Zimmerman
Vice President and Secretary
| Joint Proxy Statement | 333 West Wacker Drive
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October 3, 20189, 2020
This Joint Proxy Statement is first being mailed to shareholders on or about October 5, 2018.12, 2020.
Nuveen Arizona Quality Municipal Income Fund (NAZ)
Nuveen CaliforniaAMT-Free Quality Municipal Income Fund (NKX)
Nuveen California Municipal Value Fund, Inc. (NCA)
Nuveen California Municipal Value Fund 2 (NCB)
Nuveen California Quality Municipal Income Fund (NAC)
Nuveen Massachusetts Quality Municipal Income Fund (NMT)
Nuveen Michigan Quality Municipal Income Fund (NUM)
Nuveen New Jersey Quality Municipal Income Fund (NXJ)
Nuveen New Jersey Municipal Value Fund (NJV)
Nuveen Ohio Quality Municipal Income Fund (NUO)
Nuveen Pennsylvania Quality Municipal Income Fund (NQP)
Nuveen Pennsylvania Municipal Value Fund (NPN)
Nuveen Texas Quality Municipal Income Fund (NTX)
General Information
This Joint Proxy Statement is furnished in connection with the solicitation by the Board of Trustees or Directors (each a “Board” and collectively, the “Boards,” and each Trustee, or Director, a “Board Member” and collectively, the “Board Members”) of each of Nuveen Arizona Quality Municipal Income Fund (“Arizona Quality”), Nuveen CaliforniaAMT-Free Quality Municipal Income Fund (“CaliforniaAMT-Free”), Nuveen California Municipal Value Fund 2 (“California Value 2”), Nuveen California Quality Municipal Income Fund (“California Quality)Quality”), Nuveen Massachusetts Quality Municipal Income Fund (“Massachusetts Quality”), Nuveen Michigan Quality Municipal Income Fund (“Michigan Quality”), Nuveen New Jersey Quality Municipal Income Fund (“New Jersey Quality”), Nuveen New Jersey Municipal Value Fund (“New Jersey Value”), Nuveen Ohio Quality Municipal Income Fund (“Ohio Quality”), and Nuveen Pennsylvania Quality Municipal Income Fund (“Pennsylvania Quality”), Nuveen Pennsylvania Municipal Value Fund (“Pennsylvania Value”) and Nuveen Texas Quality Municipal Income Fund (“Texas Quality”), each aMassachusetts business trust (each, a “Massachusetts Fund” and collectively, the “Massachusetts Funds”), and Nuveen California Municipal Value Fund, Inc. (“California Value”), aMinnesota corporation (California Value and the Massachusetts Funds are each a “Fund” and collectively, the “Funds”), of proxies to be voted at the Annual Meeting of Shareholders to be held in the offices of Nuveen, 333 West Wacker Drive, Chicago, Illinois, on Tuesday,Monday, November 13, 201816, 2020, at 12:8:00 p.m.a.m., Central time (for each Fund, an “Annual Meeting” and collectively, the “Annual Meetings”), and at any and all adjournments or postponements thereof.
Because of the public health concerns regarding the coronavirus (COVID-19) pandemic, the Annual Meeting will be held in a virtual meeting format only, which will be conducted online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetingcenter.io/281763948 at the meeting date and time. If your shares are registered in your name, to participate in the Annual Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. The password for the meeting is NUV2020. There is no physical location for the Annual Meeting.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare. You must contact the bank or broker who holds your shares to obtain your legal proxy. Requests for
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registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, three (3) business days prior to the meeting date. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us by emailing an image of your legal proxy to shareholdermeetings@computershare.com.
On the matters coming before each Annual Meeting as to which a choice has been specified by shareholders on the proxy, the shares will be voted accordingly. If a properly executed proxy is returned and no choice is specified, the shares will be votedFOR the election of the nominees as listed in this Joint Proxy Statement. Shareholders of a Fund who execute proxies may revoke them at any time before they are voted by filing with that Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the virtual Annual Meeting and voting in person.at the Annual Meeting. A prior proxy can also be revoked by voting again through the toll-free number or the Internet address listed in the proxy card. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.
The Board of each Fund has determined that the use of this Joint Proxy Statement for each Annual Meeting is in the best interest of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders.
The following table indicates which shareholders are solicited with respect to each matter:
| Matter | Common Shares(1) | Preferred Shares | ||||
1(a) | For each | X | X | |||
| For each | N/A | X | |||
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| (2) | Adjustable Rate MuniFund Term Preferred Shares (“ |
A quorum of shareholders is required to take action at each Annual Meeting. A majority of the shares entitled to vote at each Annual Meeting, represented in person or by proxy, will constitute a quorum of shareholders at that Annual Meeting, except that for the election of the two Board Member nominees by holders of Preferred Shares (forof each Fund, except California Value, California Value 2, New Jersey Value and Pennsylvania Value), 331/3% of the Preferred Shares entitled to vote and represented in person (virtually) or by proxy will constitute a quorum. Votes cast by proxy or in person (virtually) at each Annual Meeting will be tabulated by the inspectors of election appointed for that Annual Meeting. The inspectors of election will determine whether or not a quorum is present at the Annual Meeting. The inspectors of election will treat abstentions and “brokernon-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum.
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VRDPPursuant to Rule 452 of the New York Stock Exchange (“NYSE”), certain Preferred Shares held in “street name” as to which voting instructions have not been received from the beneficial
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owners or persons entitled to vote as of one business day before the Annual Meeting, or, if adjourned, one business day before the day to which the Annual Meeting is adjourned, and that would otherwise be treated as “brokernon-votes” non-votes,” may pursuant to Rule 452 of the New York Stock Exchange (“NYSE”), be voted by the broker on the proposal in the same proportion as the votes cast by all holders of VRDPPreferred Shares as a class who have voted on the proposal or in the same proportion as the votes cast by all holders of VRDP Shares of the Fund who have voted on that item.proposal. Rule 452 permits proportionate voting of VRDPPreferred Shares with respect to a particular item if, among other things, (i) a minimum of 30% of the VRDPPreferred Shares or shares of a series of VRDPPreferred Shares outstanding has been voted by the holders of such shares with respect to such item, (ii) less than 10% of the VRDPPreferred Shares or shares of a series of VRDPPreferred Shares outstanding has been voted by the holders of such shares against such item and (iii) for any proposal as to which holders of Common Shares and Preferred Shares vote as a single class, holders of Common Shares approve the proposal. For the purpose of meeting the 30% test, abstentions will be treated as shares “voted” and, for the purpose of meeting the 10% test, abstentions will not be treated as shares “voted” against the item. Rule 452 proportionate voting applies only to certain auction rate and remarketed preferred securities. AMTP Shares are typically issued to one or a small number of qualified institutional buyers and are subject to restrictions on transfer, thus Rule 452 typically does not apply to these shares. VRDP and MFP Shares may be subject to Rule 452, depending on their mode. The following table indicates whether Rule 452 applies to each series of Preferred Shares.
| Fund | Preferred Shares | Mode(1) | NYSE Rule 452 Applies | |||||
| Arizona Quality | AMTP Series 2028 | N/A | No | |||||
| California AMT-Free | VRDP Series 2 | Remarketed Mode | Yes | |||||
| VRDP Series 3 | Remarketed Mode | Yes | ||||||
| VRDP Series 4 | Remarketed Mode | Yes | ||||||
| VRDP Series 6 | Remarketed Mode | Yes | ||||||
| MFP Series A | Variable Rate Remarketed Mode | Yes | ||||||
| California Quality | VRDP Series 1 | Remarketed Mode | Yes | |||||
| VRDP Series 2 | Remarketed Mode | Yes | ||||||
| VRDP Series 3 | Remarketed Mode | Yes | ||||||
| VRDP Series 4 | Remarketed Mode | Yes | ||||||
| VRDP Series 5 | Special Rate VRDP | No | ||||||
| VRDP Series 6 | Remarketed Mode | Yes | ||||||
| VRDP Series 7 | Remarketed Mode | Yes | ||||||
| VRDP Series 8 | Special Rate VRDP | No | ||||||
| MFP Series A | Variable Rate Mode | No | ||||||
| Massachusetts Quality | VRDP Series 1 | Special Rate VRDP | No | |||||
| New Jersey Quality | VRDP Series 1 | Special Rate VRDP | No | |||||
| VRDP Series 2 | Special Rate VRDP | No | ||||||
| VRDP Series 3 | Special Rate VRDP | No | ||||||
| Ohio Quality | VRDP Series 1 | Special Rate VRDP | No | |||||
| Pennsylvania Quality | VRDP Series 2 | Special Rate VRDP | No | |||||
| VRDP Series 3 | Special Rate VRDP | No | ||||||
| (1) | As of September 18, 2020. The terms and conditions of each series of Preferred Shares, as well as the rights and privileges of each mode, if any, are described in the Statement Establishing and Designating the Rights and Preferences for each series of Preferred Shares, and any supplement or appendix thereto. |
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Broker-dealers who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your shares without instruction. We urge you to provide instructions to your broker or nominee so that your votes may be counted.
For each Fund, because the number of persons nominated for election as Board Members in accordance with the Fund’s By-Laws equals the number of Board Members to be elected, the affirmative vote of a plurality (the greatest number of affirmative votes) of the shares present and entitled to vote at the Annual Meeting will be required to elect theeach Board MembersMember of that Fund. For purposesexample, if there are three nominees for election to the Board and three Board Members to be elected, a vote by plurality means the three nominees with the highest number of determining the approvalaffirmative votes, regardless of the proposal to electvotes withheld for the nominees, will be elected. Because the election of Board Members for each Fund,in this case does not require that a minimum percentage of a Fund’s outstanding Common Shares be voted in favor of any nominee, assuming the presence of a quorum, abstentions and brokernon-votes will have no effect.effect on the outcome of the election of that Fund’s Board Members by holders of Common Shares.
Those persons who were shareholders of record at the close of business on Monday, September 14, 201818, 2020 will be entitled to one vote for each share held and a proportionate fractional vote for each fractional vote held. As of September 14, 2018,18, 2020, the shares of the Funds were issued and outstanding as follows:
| Fund | Ticker Symbol(1) | Common Shares | Preferred Shares | |||||||||
| Arizona Quality | NAZ | 11,698,657 | VMTP Series 2019 | 883 | ||||||||
| CaliforniaAMT-Free | NKX | 47,750,333 | VRDP Series 2 | 355 | ||||||||
VRDP Series 3 | 427 | |||||||||||
VRDP Series 4 | 1,090 | |||||||||||
VRDP Series 6 | 1,050 | |||||||||||
MFP Series A | 1,404 | |||||||||||
| California Quality | NAC | 145,105,058 | VRDP Series 1 | 1,362 | ||||||||
VRDP Series 2 | 910 | |||||||||||
VRDP Series 3 | 498 | |||||||||||
VRDP Series 4 | 1,056 | |||||||||||
VRDP Series 5 | 1,589 | |||||||||||
VRDP Series 6 | 1,581 | |||||||||||
VRDP Series 7 | 980 | |||||||||||
VRDP Series 8 | 1,600 | |||||||||||
MFP Series A | 3,200 | |||||||||||
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| Fund | Ticker Symbol(1) | Common Shares | Preferred Shares | |||||||||
| California Value | NCA | 28,090,999 | N/A | |||||||||
| California Value 2 | NCB | 3,299,377 | N/A | |||||||||
| Massachusetts Quality | NMT | 9,348,897 | VRDP Series 1 | 740 | ||||||||
| Michigan Quality | NUM | 20,541,312 | VMTP Series 2019 | 1,730 | ||||||||
| New Jersey Quality | NXJ | 41,933,304 | VRDP Series 1 | 810 | ||||||||
VRDP Series 2 | 1,443 | |||||||||||
VRDP Series 3 | 886 | |||||||||||
| New Jersey Value | NJV | 1,546,357 | N/A | |||||||||
| Ohio Quality | NUO | 18,493,254 | VRDP Series 1 | 1,480 | ||||||||
| Pennsylvania Quality | NQP | 37,582,041 | VMTP Series 2019 | 870 | ||||||||
VRDP Series 2 | 1,125 | |||||||||||
VRDP Series 3 | 1,050 | |||||||||||
| Pennsylvania Value | NPN | 1,222,574 | N/A | |||||||||
| Texas Quality | NTX | 10,017,210 | MFP Series A | 720 | ||||||||
| Fund | Ticker Symbol(1) | Common Shares | Preferred Shares | |||||||||
| Arizona Quality | NAZ | 11,571,158 | AMTP Series 2028 | 883 | ||||||||
| California AMT-Free | NKX | 47,520,334 | VRDP Series 2 | 355 | ||||||||
VRDP Series 3 | 427 | |||||||||||
VRDP Series 4 | 1,090 | |||||||||||
VRDP Series 6 | 1,050 | |||||||||||
MFP Series A | 1,404 | |||||||||||
| California Quality | NAC | 144,735,059 | VRDP Series 1 | 1,362 | ||||||||
VRDP Series 2 | 910 | |||||||||||
VRDP Series 3 | 498 | |||||||||||
VRDP Series 4 | 1,056 | |||||||||||
VRDP Series 5 | 1,589 | |||||||||||
VRDP Series 6 | 1,581 | |||||||||||
VRDP Series 7 | 980 | |||||||||||
VRDP Series 8 | 1,600 | |||||||||||
MFP Series A | 3,200 | |||||||||||
| Massachusetts Quality | NMT | 9,322,750 | VRDP Series 1 | 740 | ||||||||
| New Jersey Quality | NXJ | 41,482,936 | VRDP Series 1 | 810 | ||||||||
VRDP Series 2 | 1,443 | |||||||||||
VRDP Series 3 | 886 | |||||||||||
| Ohio Quality | NUO | 18,316,955 | VRDP Series 1 | 1,480 | ||||||||
| Pennsylvania Quality | NQP | 37,383,342 | VRDP Series 2 | 1,125 | ||||||||
VRDP Series 3 | 1,050 | |||||||||||
| (1) | The Common Shares of all of the Funds are listed on the NYSE. Reports, proxy statements and other information concerning the Funds can be inspected at the offices of the NYSE, 11 Wall Street, New York, New York 10005. |
As of September 18, 2020, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as provided in Appendix B.
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| 1. | Election of Board Members |
Pursuant to the organizational documents of each Fund, each Board is divided into three classes, Class I, Class II and Class III, to be elected by the holders of the outstanding Common Shares and any outstanding Preferred Shares, voting together as a single class to serve until the third succeeding annual meeting subsequent to their election or thereafter, in each case until their successors have been duly elected and qualified. For Arizona Quality, CaliforniaAMT-Free, California Quality, Massachusetts Quality, Michigan Quality, New Jersey Quality, Ohio Quality, Pennsylvania Quality and Texas Quality, each a Massachusetts Fund, with Preferred Shares outstanding, under normal circumstances, holders of Preferred Shares are entitled to elect two (2) Board Members. The Board Members elected by holders of Preferred Shares will be elected to serve until the next annual meeting or until their successors have been duly elected and qualified.
For each Fund:
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three (3) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Members |
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two (2) Board Members are to be elected by holders of Preferred Shares, voting separately as a single class. Board Members Hunter and |
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It is the intention of the persons named in the enclosed proxy to vote the shares represented thereby for the election of the nominees listed in the table below unless the proxy is marked otherwise. Each of the nominees has agreed to serve as a Board Member of each Fund if elected. However, should any nominee become unable to serve or unwilling to accept nomination for election,good cause will not serve, the proxies will be voted for substitute nominees, if any, designated by that Fund’s presentcurrent Board.
Class I Board Members:For California Quality,each Fund, Board Members Stockdale, Stone and Wolff were last elected to the Fund’s Board at the annual meeting of shareholders held on September 12, 2016. For Arizona Quality, CaliforniaAMT-Free, Massachusetts Quality, Michigan Quality, New Jersey Quality, Ohio Quality, Pennsylvania Quality and Texas Quality, Board Members Stockdale, Stone and Wolff were last elected to the Fund’s Board at the annual meeting of shareholders held on November 15, 2016. For California Value, California Value 2, New Jersey Value and Pennsylvania Value, Board Members Hunter, Stockdale, Stone and Wolff were last elected to the Fund’s Board at the annual meeting of shareholders held on November 15, 2016.December 5, 2019.
Class II Board Members: For each Fund, Board Members Nelson, Toth and Young were last elected to the Fund’s Board at the annual meeting of shareholders held on November 14, 2017.
Class III Board Members:For each Fund, Board Member Evans was last elected to theeach Fund’s Board at the annual meeting of shareholders held on November 17, 2015.13, 2018.
Board Members Elected by Holders of Preferred Shares:Shares: For Arizona Quality, CaliforniaAMT-Free, California Quality, Massachusetts Quality, Michigan Quality, New Jersey Quality, Ohio Quality, Pennsylvania Quality and Texas Quality,each Fund, Board Members Hunter and SchneiderMoschner were lasted elected to theeach Fund’s Board at the annual meeting of shareholders held on November 14, 2017.December 5, 2019.
Board Member Appointments/Initial Elections: Effective July 1, 2016, Board Member Cook and Board Member Moschner were appointed as Board Members and designated as Class III Board Members for each Fund.
Other than Board Member Cook, all
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All Board Member nominees and current and continuing Board Members are not “interested persons,” as defined in the Investment Company Act
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of 1940, as amended (the “1940 Act”), of the Funds or the Adviser, Nuveen Fund Advisors, LLC (“Adviser”(the “Adviser”), and have never been an employee or director of Nuveen, LLC (“Nuveen”), the Adviser’s parent company, or any affiliate. Accordingly, such Board Members are deemed “Independent Board Members.” Each Board currently has one vacancy due to the resignation of Margo L. Cook on February 27, 2020, who was considered an “interested person” of the Funds by reason of her position with Nuveen and/or certain of its subsidiaries. At its meeting held on August 4–6, 2020, the Board of each Fund appointed Matthew Thornton III as a new Board Member for each Fund designated as a Class III Board Member, effective November 16, 2020.
The Board unanimously recommends that shareholders vote FOR the election of the nominees.
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| Board |
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| 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 Board | |||||
Terence J. Toth c/o Nuveen 333 West Wacker Drive Chicago, IL 60606 1959 | Term: Class II Board Member until 2020 annual shareholder meeting
Length of Service: Since 2008, | Formerly,Co-Founding Partner, Promus Capital (2008-2017); Director, | None | |||||||
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| 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 Board | |||||
Jack B. Evans
1948 | Board Member | Term: Class III Board Member until
Length of Service: Since 1999 | Chairman (since 2019), formerly, President (1996-2019), The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Director, Public Member (since 2015); American Board of Orthopaedic Surgery; Life Trustee of Coe College and Iowa College Foundation; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm; formerly, Member and President Pro Tem of the Board of Regents for the State of Iowa University System; formerly, Director, The Gazette Company. | Director and Chairman, United Fire Group, a publicly held company; formerly, Director, Alliant Energy. | ||||||
William C. Hunter
1948 | Board Member | Term: Annual
Length of Service: Since 2004 | Dean Emeritus (since 2012), formerly, Dean (2006-2012), Henry B. Tippie College of Business, University of Iowa; past Director (2005-2015) and past President (2010-2014), Beta Gamma Sigma, Inc., The International Business Honor Society; formerly, Director (1997-2007), Credit Research Center at Georgetown University; formerly, Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003). | Director (since 2009) of Wellmark, | ||||||
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| 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 Board | |||||
Albin F. Moschner
1952 | Board Member | Term:
Length of Service: Since 2016 | Founder and Chief Executive Officer, Northcroft Partners, LLC, a management consulting firm (since 2012); previously, held positions at Leap Wireless International, Inc., including Consultant (2011-2012), Chief Operating Officer (2008-2011), and Chief Marketing Officer (2004-2008); formerly, President, Verizon Card Services division of Verizon Communications, Inc. (2000-2003); formerly, President, One Point Services at One Point Communications (1999-2000); formerly, Vice Chairman of the Board, Diba, Incorporated (1996-1997); formerly, various executive positions with Zenith Electronics Corporation (1991-1996). | Chairman (since 2019) and Director (since 2012), USA Technologies, Inc., a provider of solutions and services to facilitate electronic payment | ||||||
John K. Nelson 1962 | Board Member | Term: Class II Board Member until 2020 annual shareholder meeting Length of Service: Since 2013 | Member of Board of Directors of Core12 LLC. (since 2008), a private firm which develops branding, marketing and communications strategies for clients; served on The President’s Council, Fordham University (2010-2019) and previously was a Director of The Curran Center for Catholic American Studies (2009-2018); formerly, senior external advisor to the financial services practice of Deloitte Consulting LLP (2012-2014); formerly, Chairman of the Board of Trustees of Marian University (2010-2014 as trustee, 2011-2014 as Chairman); formerly, Chief Executive Officer of ABN AMRO N.V. North America and Global Head of the Financial Markets Division (2007-2008) and various executive leadership roles at ABN AMRO Bank N.V. (1996-2007). | 155 | None | |||||
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| 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 Board | |||||
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Judith M. Stockdale
1947 | Board Member | Term: Class I Board Member until
Length of Service: Since 1997 | Board Member of the Land Trust Alliance (since 2013); formerly, Board Member of the U.S. Endowment for Forestry and Communities (1990-1994). | None | ||||||
Carole E. Stone
1947 | Board Member | Term: Class I Board Member until
Length of Service: Since 2007 | Former Director, Chicago Board Options Exchange, Inc. (2006-2017) and C2 Options Exchange, Incorporated (2009-2017); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010). | Formerly, Director, (2010-2020) (formerly named CBOE Holdings, Inc. | ||||||
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Margaret L. Wolff
1955 | Board Member | Term: Class I Board Member until
Length of Service: | Formerly, Of Counsel, Skadden, Arps, Slate, Meagher & Flom LLP (Mergers & Acquisitions Group) (2005-2014); Member of the Board of Trustees of New York-Presbyterian Hospital (since 2005); Member (since 2004) and Chair (since 2015) of the Board of Trustees of The John A. Hartford Foundation (a philanthropy dedicated to improving the care of older adults); formerly, Member (2005-2015) and Vice Chair (2011-2015) of the Board of Trustees of Mt. Holyoke College. | Formerly, Member of the Board of Directors (2013-2017) of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each, a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.). | ||||||
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| 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 Board Member | |||||
Robert L. Young
1963 | Board Member | Term: Class II Board Member until 2020 annual shareholder meeting
Length of Service: | Formerly, Chief Operating Officer and Director, J.P. Morgan Investment Management Inc. (2010-2016); formerly, President and Principal Executive Officer (2013-2016), and Senior Vice President and Chief Operating Officer (2005-2010) of J.P. Morgan Funds; formerly, Director and various officer positions for J.P. Morgan Investment Management Inc. (formerly, JPMorgan Funds Management, Inc. and formerly, One Group Administrative Services) and JPMorgan Distribution Services, Inc. (formerly, One Group Dealer Services, Inc.) (1999-2017). | |||||||
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| 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. |
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| Board |
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In order to create an appropriate identity of interests between Board Members and shareholders, the Boards of Directors/Trustees of the Nuveen funds have adopted a governance principle pursuant to which each Board Member is expected to invest, either directly or on a deferred basis, at least the equivalent of one year of compensation in the funds in the Nuveen fund complex.
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 May 31, 2018June 30, 2020 is set forth in Appendix A.A. The number of shares of each Fund beneficially owned by each Board Member and by the Board Members and officers of the Funds as a group as of May 31, 2018June 30, 2020 is also set forth in Appendix A.A. On May 31, 2018,September 30, 2020, Board Members and executive officers as a group beneficially owned approximately 1.31.08 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 September 14, 2018,18, 2020, each Board Member’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of the Fund. As of September 14, 2018,18, 2020, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund. As of September 14, 2018, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as provided in Appendix B.
Compensation
Prior to
| Compensation |
Effective January 1, 2018,2020, each Independent Board Member receivedreceives a $177,500$195,000 annual retainer, increased from $190,000 as of January 1, 2019, plus: (a) a fee of $5,750$6,750 per day, which was increased from $6,500 per day as of January 1, 2019, for attendancein-person in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendancein-person in person or by telephone at special,non-regularly scheduled meetings of the Board wherein-person attendance wasis required and $2,000 per meeting for attendance by telephone orin-person in person at such meetings wherein-person attendance wasis not required; (c) a fee of $2,500 per meeting for attendancein-person in person or by telephone at Audit Committee meetings wherein-person attendance wasis required and $2,000 per meeting for attendance by telephone orin-person in person at such meetings wherein-person attendance wasis not required; (d) a fee of $5,000 per meeting, which was increased from $2,500 per meetingday as of January 1, 2019, for attendancein-person in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings wherein-person attendance wasis required and $2,000 per meeting for attendance by telephone orin-person in person at such meetings wherein-person attendance wasis not required; (e) a fee of $1,000 per meeting for attendancein-person in person or by telephone at Dividend Committee meetings; (f) a fee of $2,500 per meeting for attendancein-person in person or by telephone atClosed-End Funds Committee meetings wherein-person attendance wasis required and $2,000 per meeting for attendance by telephone orin-person in person at such meetings wherein-person attendance wasis not required; and (g) a fee of $500 per meeting for attendancein-person in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) wherein-person attendance was required and $250 per meeting for attendance by telephone orin-person at such committee meetings (excluding shareholder meetings) wherein-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. In addition to the payments described above, the
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Chairman of the Board received $80,000, the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee, theClosed-End Funds Committee and the Nominating and Governance Committee received $12,500 each as additional retainers. Independent Board Members also received a fee of $3,000 per day for site visits to entities that provided 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 would at the time of formation determine compensation to be paid to the members of such committee; however, in general, such fees were $1,000 per meeting for attendancein-person or by telephone at ad hoc committee meetings wherein-person attendance was required and $500 per meeting for attendance by telephone orin-person at such meetings wherein-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 may, in its discretion, have established a minimum amount to be allocated to each fund. In certain instances fees and expenses were allocated only to those Nuveen funds that were discussed at a given meeting.
Effective January 1, 2018, each Independent Board Member receives a $185,000 annual retainer plus: (a) a fee of $6,000 per day for attendancein-person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendancein-person or by telephone at special,non-regularly scheduled meetings of the Board wherein-person attendance is required and $2,000 per meeting for attendance by telephone orin-person at such meetings wherein-person attendance is not required; (c) a fee of $2,500 per meeting for attendancein-person or by telephone at Audit Committee meetings wherein-person attendance is required and $2,000 per meeting for attendance by telephone orin-person at such meetings wherein-person attendance is not required; (d) a fee of $2,500 per meeting for attendancein-person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings wherein-person attendance is required and $2,000 per meeting for attendance by telephone orin-person at such meetings wherein-person attendance is not required; (e) a fee of $1,000 per meeting for attendancein-person or by telephone at Dividend Committee meetings; (f) a fee of $2,500 per meeting for attendancein-person or by telephone atClosed-End Funds Committee meetings wherein-person attendance is required and $2,000 per meeting for attendance by telephone orin-person at such meetings wherein-person attendance is not required; and (g) a fee of $500 per meeting for attendancein-person or by telephone at all other committee meetings ($1,000 for shareholder meetings) wherein-person attendance is required and $250 per meeting for attendance by telephone orin-person in person at such committee meetings (excluding shareholder meetings) wherein-person attendance is not required, and $100 per meeting when the Executive Committee acts as pricing committee for IPOs,IPOs; plus, in each case, expenses incurred in attending such meetings;meetings, provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held.
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In addition to the payments described above, the ChairmanChair of the Board receives $90,000, and the chairpersons of the Audit Committee,Committee; the Dividend Committee,Committee; the Compliance, Risk Management and Regulatory Oversight Committee,Committee; theClosed-End Funds CommitteeCommittee; and the Nominating and Governance Committee receive $12,500$15,000 each as additionalannual retainers. Independent Board Members also receive a fee of $3,000 per day for site visits tomeetings with entities that provide services to the Nuveen funds on days on which no Board meeting is held. When ad hoc committees are organized, the Nominating and Governance Committee will at the time of formation determine compensation to be paid to the members of such committee; however, in general, such fees will be $1,000 per meeting for attendancein-person in person or by telephone at
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ad hoc committee meetings wherein-person attendance is required and $500 per meeting for attendance by telephone orin-person in person at such meetings wherein-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. In certain instances fees and expenses will be allocated only to those Nuveen funds that are discussed at a given meeting. In certain circumstances, such as during the COVID-19 pandemic, the Board may hold in-person meetings by telephonic or videographic means and be compensated at the in-person rate.
The Funds do not have retirement or pension plans. Certain Nuveen funds (the “Participating Funds”) participate in a deferred compensation plan (the “Deferred Compensation Plan”) that permits an Independent Board Member to elect to defer receipt of all or a portion of his or her compensation as an Independent Board Member. The deferred compensation of a participating Independent Board Member is credited to a book reserve account of the Participating Fund when the compensation would otherwise have been paid to such Independent Board Member. The value of an Independent Board Member’s deferral account at any time is equal to the value that the account would have had if contributions to the account had been invested and reinvested in shares of one or more of the eligible Nuveen funds. At the time for commencing distributions from an Independent Board Member’s deferral account, the Independent Board Member may elect to receive distributions in a lump sum or over a period of 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.
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The table below shows, for each Independent Board Member, the aggregate compensation paid by each Fund to the Independent Board Member/nominee for its last fiscal year.
| Aggregate Compensation from the Funds(*) | ||||||||||||||||||||||||||||||||||||||||||||
| Fund Name | Jack B. Evans | William C. Hunter | David J. Kundert(1) | Albin F. Moschner | John K. Nelson | William J. Schneider | Judith M. Stockdale | Carole E. Stone | Terence J. Toth | Margaret L. Wolff | Robert L. Young(2) | |||||||||||||||||||||||||||||||||
Arizona Quality | $ | 675 | $ | 648 | $ | 646 | $ | 617 | $ | 705 | $ | 763 | $ | 638 | $ | 673 | $ | 666 | $ | 635 | $ | 312 | ||||||||||||||||||||||
CaliforniaAMT-Free | 3,101 | 2,978 | 3,113 | 2,837 | 3,242 | 3,767 | 2,941 | 3,101 | 3,310 | 2,881 | 1,418 | |||||||||||||||||||||||||||||||||
California Quality | 8,825 | 8,474 | 8,861 | 8,075 | 9,227 | 10,025 | 8,347 | 8,825 | 8,709 | 8,198 | 4,030 | |||||||||||||||||||||||||||||||||
California Value | 761 | 731 | 764 | 697 | 796 | 865 | 720 | 761 | 751 | 707 | 349 | |||||||||||||||||||||||||||||||||
California Value 2 | 142 | 136 | 136 | 130 | 148 | 161 | 134 | 142 | 140 | 134 | 65 | |||||||||||||||||||||||||||||||||
Massachusetts Quality | 550 | 543 | 406 | 508 | 578 | 721 | 520 | 547 | 643 | 519 | 372 | |||||||||||||||||||||||||||||||||
Michigan Quality | 1,293 | 1,241 | 1,298 | 1,183 | 1,352 | 1,468 | 1,223 | 1,293 | 1,276 | 1,201 | 590 | |||||||||||||||||||||||||||||||||
New Jersey Quality | 2,572 | 2,470 | 2,582 | 2,353 | 2,689 | 2,921 | 2,432 | 2,571 | 2,538 | 2,389 | 1,179 | |||||||||||||||||||||||||||||||||
New Jersey Value | 64 | 61 | 61 | 58 | 67 | 72 | 60 | 64 | 63 | 60 | 29 | |||||||||||||||||||||||||||||||||
Ohio Quality | 1,195 | 1,147 | 1,200 | 1,093 | 1,249 | 1,358 | 1,130 | 1,195 | 1,179 | 1,110 | 545 | |||||||||||||||||||||||||||||||||
Pennsylvania Quality | 2,297 | 2,206 | 2,306 | 2,102 | 2,402 | 2,609 | 2,173 | 2,297 | 2,267 | 2,134 | 1,050 | |||||||||||||||||||||||||||||||||
Pennsylvania Value | 49 | 47 | 47 | 45 | 51 | 55 | 46 | 49 | 48 | 46 | 22 | |||||||||||||||||||||||||||||||||
Texas Quality | 594 | 570 | 569 | 543 | 621 | 772 | 561 | 592 | 686 | 559 | 273 | |||||||||||||||||||||||||||||||||
Total Compensation from Nuveen Funds Paid to Board Members/Nominees | $ | 352,156 | $ | 337,875 | $ | 365,903 | $ | 318,125 | $ | 366,125 | $ | 420,018 | $ | 329,708 | $ | 358,638 | $ | 355,825 | $ | 329,503 | $ | 82,707 | ||||||||||||||||||||||
| Aggregate Compensation from the Funds* | ||||||||||||||||||||||||||||||||||||
| Fund Name | Jack B. Evans | William C. Hunter | Albin F. Moschner | John K. Nelson | Judith M. Stockdale | Carole E. Stone | Terence J. Toth | Margaret L. Wolff | Robert L. Young | |||||||||||||||||||||||||||
Arizona Quality | $ | 683 | $ | 713 | $ | 629 | $ | 715 | $ | 656 | $ | 679 | $ | 840 | $ | 629 | $ | 638 | ||||||||||||||||||
California AMT-Free | 3,137 | 3,291 | 2,903 | 3,301 | 2,985 | 3,034 | 3,874 | 2,840 | 2,754 | |||||||||||||||||||||||||||
California Quality | 9,328 | 9,786 | 8,632 | 9,816 | 8,876 | 9,023 | 11,520 | 8,445 | 8,188 | |||||||||||||||||||||||||||
Massachusetts Quality | 548 | 576 | 517 | 592 | 527 | 558 | 675 | 511 | 538 | |||||||||||||||||||||||||||
New Jersey Quality | 2,587 | 2,714 | 2,393 | 2,722 | 2,461 | 2,502 | 3,194 | 2,342 | 2,270 | |||||||||||||||||||||||||||
Ohio Quality | 2,590 | 2,855 | 2,707 | 2,659 | 3,503 | 2,522 | 3,878 | 2,638 | 2,576 | |||||||||||||||||||||||||||
Pennsylvania Quality | 2,098 | 2,201 | 1,941 | 2,208 | 1,996 | 2,029 | 2,591 | 1,899 | 1,841 | |||||||||||||||||||||||||||
Total Compensation from Nuveen Funds Paid to Board Members/ Nominees | 400,437 | 420,625 | 376,050 | 420,625 | 388,232 | 409,035 | 490,225 | 384,667 | 363,189 | |||||||||||||||||||||||||||
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Includes deferred fees. Pursuant to the Deferred Compensation Plan with certain Participating Funds, deferred amounts are treated as though an equivalent dollar amount has been invested in shares of one or more Participating Funds. Total deferred fees for the Participating Funds (including the return from the assumed investment in the Participating Funds) payable are: |
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| Fund Name | Jack B. Evans | William C. Hunter | David J. Kundert | Albin F. Moschner | John K. Nelson | William J. Schneider | Judith M. Stockdale | Carole E. Stone | Terence J. Toth | Margaret L. Wolff | Robert L. Young | Jack B. Evans | William C. Hunter | Albin F. Moschner | John K. Nelson | Judith M. Stockdale | Carole E. Stone | Terence J. Toth | Margaret L. Wolff | Robert L. Young | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Arizona Quality | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||||||||||||||
CaliforniaAMT-Free | 310 | — | 3,113 | — | — | 3,767 | 302 | 1,554 | — | 955 | 1,418 | 299 | — | — | — | 565 | 1,467 | — | 895 | 2,754 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
California Quality | 881 | — | 8,861 | — | — | 10,025 | 837 | 4,424 | — | 2,718 | 4,030 | 890 | — | — | — | 1,681 | 4,362 | — | 2,662 | 8,188 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
California Value | 76 | — | 764 | — | — | 865 | 72 | 382 | — | 234 | 349 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
California Value 2 | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Massachusetts Quality | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michigan Quality | 129 | — | 1,298 | — | — | 1,468 | 123 | 648 | — | 398 | 590 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
New Jersey Quality | 257 | — | 2,582 | — | — | 2,921 | 244 | 1,289 | — | 792 | 1,179 | 247 | — | — | — | 466 | 1,209 | — | 738 | 2,270 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
New Jersey Value | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ohio Quality | 119 | — | 1,200 | — | — | 1,358 | 113 | 599 | — | 368 | 545 | 248 | — | — | — | 661 | 1,224 | — | 825 | 2,576 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pennsylvania Quality | 229 | — | 2,306 | — | — | 2,609 | 218 | 1,151 | — | 707 | 1,050 | 200 | — | — | — | 378 | 981 | — | 599 | 1,841 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pennsylvania Value | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Texas Quality | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1715
| Board |
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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 board members who serves on the board of every fund in the complex. In adopting a unitary board structure, the Board Members seek to provide effective governance through establishing a board, the overall composition of which will, as a body, possess the appropriate skills, independence and experience to oversee the Funds’ business. With this overall framework in mind, when the Board, through its Nominating and Governance Committee discussed below, seeks nominees for the Board, the Board Members consider not only the candidate’s particular background, skills and experience, among other things, but also whether such background, skills and experience enhance the Board’s diversity and at the same time complement the Board given its current composition and the mix of skills and experiences of the incumbent Board Members. The Nominating and Governance Committee believes that the Board generally benefits from diversity of background, experience and views among its members, and considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy on diversity or any particular definition of diversity.
The Board believes the unitary board structure enhances good and effective governance, particularly given the nature of the structure of the investment company complex. Funds in the same complex generally are served by the same service providers and personnel and are governed by the same regulatory scheme which raises common issues that must be addressed by the Board Members across the fund complex (such as compliance, valuation, liquidity, brokerage, trade allocation or risk management). The Board believes it is more efficient to have a single board review and oversee common policies and procedures which increases the Board’s knowledge and expertise with respect to the many aspects of fund operations that are complex-wide in nature. The unitary structure also enhances the Board’s influence and oversight over the Adviser and other service providers.
In an effort to enhance the independence of the Board, the Board also has a ChairmanChair that is an Independent Board Member. The Board recognizes that a chairmanchair 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 chairmanchair 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 Terence J. Toth as the independent ChairmanIndependent Chair of the Board. Specific responsibilities of the ChairmanChair 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
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matters relating to valuation and compliance to certain committees (as summarized below) as
16
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 theClosed-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 Terence J. Toth, Chair, MargoAlbin F. Moschner and Margaret L. Cook and William J. Schneider.Wolff. The number of Executive Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.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 Robert L. Young, Chair, William C. Hunter, Chair, Albin F. Moschner Terence J. Toth and Margaret L. Wolff. The number of Dividend Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.C.
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 toclosed-end funds of the NYSE. 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-annualsemiannual 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
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standards of the NYSE. Members of the Audit Committee are independent (as set forth in the
17
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 Carole E. Stone, Chair, Jack B. Evans, Chair, William C. Hunter, John K. Nelson Carole E. Stone and Terence J. Toth,Judith M. Stockdale, each of whom is an Independent Board Member of the Funds. A copy of the Charter is available atwww.nuveen.com/CEF/Shareholder/FundGovernance.aspx.fund-governance. The number of Audit Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.C.
Compliance, Risk Management and Regulatory Oversight Committee.Committee. The Compliance, Risk Management and Regulatory Oversight Committee (the “Compliance Committee”) is responsible for the oversight of compliance issues, risk management and other regulatory matters affecting the Funds that are not otherwise under or within the jurisdiction of the other committees. The Board has adopted and periodically reviews policies and procedures designed to address the Funds’ compliance and risk matters. As part of its duties, the Compliance Committee: reviews the policies and procedures relating to compliance matters and recommends modifications thereto as necessary or appropriate to the full Board; develops new policies and procedures as new regulatory matters affecting the Funds arise from time to time; evaluates or considers any comments or reports from examinations from regulatory authorities and responses thereto; and performs any special reviews, investigations or other oversight responsibilities relating to risk management, compliance and/or regulatory matters as requested by the Board.
In addition, the Compliance Committee is responsible for risk oversight, including, but not limited to, the oversight of risks related to investments and operations. Such risks include, among other things, exposures to: particular issuers, market sectors, or types of securities; risks related to product structure elements, such as leverage; and techniques that may be used to address those risks, such as hedging and swaps. In assessing issues brought to the Compliance Committee’s attention or in reviewing a particular policy, procedure, investment technique or strategy, the Compliance Committee evaluates the risks to the Funds in adopting a particular approach or resolution compared to the anticipated benefits to the Funds and their shareholders. In fulfilling its obligations, the Compliance Committee meets on a quarterly basis, and at least once a yearin-person. 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 John K. Nelson, Chair, Albin F. Moschner, Judith M. Stockdale,Terence J. Toth, Margaret L. Wolff and Robert L. Young. The number of Compliance Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.C.
2018
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 Nominating and Governance Committee recognizes that, as demands on the Board evolve over time (such as through an increase in the number of funds overseen or an increase in the complexity of the issues raised), the Nominating and Governance Committee must continue to evaluate the Board and committee structures and their processes and modify the foregoing as may be necessary or appropriate to continue to provide effective governance. Accordingly, the Nominating and Governance Committee has a separate meeting each year to, among other things, review the Board and committee structures, their performance and functions, and recommend any modifications thereto or alternative structures or processes that would enhance the Board’s governance over the Funds’ business.
In addition, the Nominating and Governance Committee, among other things: makes recommendations concerning the continuing education of Board Members; monitors performance of legal counsel and other service providers; establishes and monitors a process by which security holders are able to communicate in writing with Board Members; and periodically reviews and makes recommendations about any appropriate changes to Board Member compensation. In the event of a vacancy on the Board, the Nominating and Governance Committee receives suggestions from various sources, including shareholders, as to suitable candidates. Suggestions should be sent in writing to William Siffermann, Manager of Fund Board Relations, Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. The Nominating and Governance Committee sets appropriate standards and requirements for nominations for new Board Members and each nominee is evaluated using the same standards. However, the Nominating and Governance Committee reserves the right to interview any and all candidates and to make the final selection of any new Board Members. In considering a candidate’s qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability (including the time requirements for due diligence site visits tomeetings with internal and externalsub-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,fund-governance, and is composed entirely of Independent Board Members, who are also “independent” as
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“independent” as defined by NYSE listing standards. The members of the Nominating and Governance Committee are Terence J. Toth, Chair, Jack B. Evans, William C. Hunter, Albin F. Moschner, John K. Nelson, William J. Schneider, Judith M. Stockdale, Carole E. Stone, Margaret L. Wolff and Robert L. Young. The number of Nominating and Governance Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.C.
Closed-End Funds Committee. TheClosed-End Funds Committee is responsible for assisting the Board in the oversight and monitoring of the Nuveen funds that are registered asclosed-end management investment companies(“ (“Closed-End Funds”). TheClosed-End Funds Committee may review and evaluate matters related to the formation and the initial presentation to the Board of any newClosed-End Fund and may review and evaluate any matters relating to any existingClosed-End Fund. TheClosed-End Funds Committee receives updates on the secondary closed-end fund market and evaluates the premiums and discounts of the Nuveen closed-end funds, including the Funds, at each quarterly meeting. The Closed-End Funds Committee, reviews, among other things, the premium and discount trends in the broader closed-end fund market, by asset category and by closed-end fund; the historical total return performance data for the Nuveen closed-end funds, including the Funds, based on net asset value and price over various periods; the volatility trends in the market; the use of leverage by the Nuveen closed-end funds, including the Funds; the distribution data of the Nuveen closed-end funds, including the Funds, and as compared to peer averages; and a summary of common share issuances, if any, and share repurchases, if any, during the applicable quarter. The Closed-End Funds Committee regularly engages in more in-depth discussions of premiums and discounts of the Nuveen closed-end funds. Additionally, the Closed-End Funds Committee members participate in in-depth workshops to explore, among other things, actions to address discounts of the Nuveen closed-end funds, potential share repurchases and available leverage strategies and their use. The Closed-End Funds Committee operates under a written charter adopted and approved by the Board. The members of theClosed-End Funds Committee are Jack B. Evans, Chair, Carole E. Stone, Chair, Margo L. Cook, Jack B. Evans, Albin F. Moschner, Terence J. Toth, Margaret L. Wolff and Robert L. Young. The number ofClosed-End Funds Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.C.
Board Member Attendance. The number of regular quarterly meetings and special meetings held by the Board of each Fund during the Fund’s last fiscal year is shown in Appendix C.C. During the last fiscal year, each Board Member attended 75% or more of each Fund’s Board meetings and the committee meetings (if a member thereof) held during the period for which such Board Member was a Board Member. The policy of the Board relating to attendance by Board Members at annual meetings of shareholders of the Funds and the number of Board Members who attended the last annual meeting of shareholders of each Fund is posted on the Funds’ website atwww.nuveen.com/CEF/Shareholder/FundGovernance.aspx.fund-governance.
Board Diversification and Board Member Qualifications. In determining that a particular Board Member was qualified to serve on the Board, the Board considered each Board Member’s background, skills, experience and other attributes in light of the composition of the Board with no particular factor controlling. The Board believes that Board Members need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties, and the Board believes each Board Member satisfies this standard. An effective Board Member may achieve this ability through his or her educational background; business, professional training or practice; public
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service or academic positions; experience from service as a board member or executive of investment funds, public companies or significant private ornot-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 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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Margo L. Cook
Ms. Cook, an interested Board Member of the Funds, has been President of Nuveen Investments, Inc. since April 2017, prior to which she had beenCo-Chief Executive Officer andCo-President from 2016-2017, prior to which she had been Senior Executive Vice President since July 2015. Ms. Cook is a member of the Senior Leadership Team and Executive Vice President (since February 2017) of Nuveen, LLC, as well asco-chair of Nuveen Investments’ Management and Operating Committees. She is President (since August 2017), formerly,Co-President (October 2016-August 2017), formerly Senior Executive Vice President (2015-2016) of Nuveen Fund Advisors, LLC and President, Global Products and Solutions (since July 2017) andCo-Chief Executive Officer (since 2015) of Nuveen Securities, LLC. Since joining in 2008, she has held various leadership roles at Nuveen Investments, including as Head of Investment Services, responsible for investment-related efforts across the firm. Ms. Cook also serves on the Board of Nuveen Global Fund Investors. Before joining Nuveen Investments, she was the Global Head of Bear Stearns Asset Management’s institutional business. Prior to that, she spent over 20 years within BNY Mellon’s asset management business, including as Chief Investment Officer for Institutional Asset Management and Head of Institutional Fixed Income. Ms. Cook earned her Bachelor of Science degree in finance from the University of Rhode Island, her Executive MBA from Columbia University, and is a Chartered Financial Analyst. She serves as Vice Chair of the University of Rhode Island Foundation Board of Trustees, and Chair of the All Stars Project of Chicago Board. Ms. Cook joined the Board in 2016.
Jack B. Evans
Mr. Evans has served as Chairman since 2019 and President (1996-2019) of The Hall-Perrine Foundation, a private philanthropic corporation, since 1996,corporation. 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 as well as 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, sitsa Life Trustee of Coe College and formerly served on the Board of The American Board of Orthopaedic Surgery as a Public Member Director (since 2015) and is a Life Trustee of Coe College.Gazette Company. He has a Bachelor of Arts degree from Coe College and an MBAM.B.A. from the University of Iowa. Mr. Evans joined the Board in 1999.
William C. Hunter
Mr.Dr. Hunter became Dean Emeritus of the Henry B. Tippie College of Business at the University of Iowa on June 30, 2012. He was appointedin 2012, after having served as Dean of the College onsince July 1, 2006. He was previouslyhad been 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, heHe has 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
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International, heHe 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 Wellmark, Inc. since 2009 and was a Director of the Xerox Corporation (2004-2018).2009. He is a past Director (2005-2015) and a past President (2010-2014) of Beta Gamma Sigma, Inc., The International Business Honor Society. Mr.Society and a past Director (2004-2018) of the Xerox Corporation. Dr. Hunter joined the Board in 2004.
Albin F. Moschner
Mr. Moschner is a consultant in the wireless industry and, in July 2012, founded Northcroft Partners, LLC, a management consulting firm that provides operational, management and governance solutions. Prior to founding Northcroft Partners, LLC, Mr. Moschner held various positions at Leap Wireless International, Inc., a provider of wireless services, where he was a consultant from February 2011 to July 2012, Chief Operating Officer from July 2008 to February 2011, and Chief Marketing Officer from August 2004 to June 2008. Before he joined Leap Wireless International, Inc., Mr. Moschner was President of the Verizon Card Services division of Verizon Communications, Inc. from 2000 to 2003, and President of One Point Services at
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One Point Communications from 1999 to 2000. Mr. Moschner also served at Zenith Electronics Corporation as Director, President and Chief Executive Officer from 1995 to 1996, and as Director, President and Chief Operating Officer from 1994 to 1995. Since 2012, Mr. Moschner has been Chairman of the Board (since 2019) and a member of the Board of Directors (since 2012) of USA Technologies, Inc. and, from 1996 until 2016, he was a member of the Board of Directors of Wintrust Financial Corporation. In addition, he currently serves onis emeritus (since 2018) of the Advisory Boards of the Kellogg School of Management (since 1995)(1995-2018) and the Archdiocese of Chicago Financial Council (since May 2012)(2012-2018). Mr. Moschner received a Bachelor of Engineering degree in Electrical Engineering from The City College of New York in 1974 and a Master of Science degree in Electrical Engineering from Syracuse University in 1979. Mr. Moschner joined the Board in 2016.
John K. Nelson
Mr. Nelson is currently serves on the Board of Directors of Core12, LLCLLC. (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 extensive experience in global banking and markets, having served in several senior executive positions with ABN AMRO Holdings N.V. and its affiliated entities and predecessors, including LaSalle Bank Corporation from 1996 to 2008. From 2007 to 2008, Mr. Nelson wasultimately serving as Chief Executive Officer of ABN AMRO N.V. North America, andAmerica. During his tenure at the bank, he also served as Global Head of its Financial Markets Division.Division, which encompassed the bank’s Currency, Commodity, Fixed Income, Emerging Markets, and Derivatives businesses. He was a member of the Foreign Exchange Committee of the Federal Reserve Bank of the United States and during his tenure with ABN AMRO served as the bank’s representative on various committees of theThe Bank of Canada, European Central Bank, and theThe Bank of England. Mr. Nelson previously served as a senior, external advisor to the financial services practice of Deloitte Consulting LLP (2012-2104). At Fordham University, he currently servesserved as a director of The President’s Council (2010- 2019) and previously served as a director of The Curran Center for Catholic American Studies (2009-2018). He served as a trustee and The President’s Council. He is also a memberChairman of The Economic Club of Chicago and was formerly a member of The Hyde Park Angels and a Trustee at St. Edmund Preparatory School in New York City. He is former chair of the Board of Trustees of Marian University.University (2011-2013). Mr. Nelson received hisis a graduate of Fordham University and holds a BA in Economics (1984) and an MBA from Fordham University.in Finance (1991). Mr. Nelson joined the Board in 2013.
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William J. Schneider
Mr. Schneider is currently Chairman, formerly Senior Partner and Chief Operating Officer (retired 2004) of Miller-Valentine Partners Ltd., a real estate investment company. He is an owner in several other Miller-Valentine entities. He is currently a member of the Board of WDPR Public Radio Station. He was formerly a Director and Past Chair of the Dayton Development Coalition. He was formerly a member of the Community Advisory Board of the National City Bank in Dayton as well as a former member of 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 municipalopen-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. Mr. Schneider joined the Board in 1996.
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 Low Country of South Carolina. She is currently a board member of the U.S. Endowment for Forestry and Communities (since 2013) and rejoined the board of the Land Trust Alliance in June 2013.(since 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 Advisory Council of the National Zoological Park, the Governor’s Science Advisory Council (Illinois) and the Nancy Ryerson Ranney Leadership Grants Program. She has served on the Boards of Brushwood Center, Forefront f/k/a Donors Forum and the Donors Forum.U.S. Endowment for Forestry and Communities. 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. Ms. Stockdale joined the Board in 1997.
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Carole E. Stone
Ms. Stone is currently onrecently retired from the Board of Directors of the CBOECboe Global Markets, Inc. (formerly, CBOE Holdings, Inc.) having served from 2010-2020. She previously served on the Boards of the Chicago Board Options Exchange and C2 Options Exchange, Incorporated. Ms. Stone retired from the New York State Division of the Budget in 2004, having served as its Director for nearly five years and as Deputy Director from 1995 through 1999. 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. Ms. Stone joined the Board in 2006.
Matthew Thornton III
25Mr. Thornton has over 40 years of broad leadership and operating experience from his career with FedEx Corporation (“FedEx”), which, through its portfolio of companies, provides transportation, e-commerce and business services. In November 2019, Mr. Thornton retired as Executive Vice President and Chief Operating Officer of FedEx Freight Corporation (FedEx Freight), a subsidiary of FedEx, where, from May 2018 until his retirement, he had been responsible for day-to-day operations, strategic guidance, modernization of freight operations and delivering innovative customer solutions. From September 2006 to May 2018, Mr. Thornton served as Senior Vice President, U.S. Operations at Federal Express Corporation (FedEx Express), a subsidiary of FedEx. Prior to September 2006, Mr. Thornton held a range of positions of increasing responsibility with FedEx, including various management positions. In addition, Mr. Thornton currently (since 2014) serves on the Board of Directors of The Sherwin-Williams Company, where he is a member of the Audit Committee and the Nominating and Corporate Governance Committee. Formerly (2012-2018), he was a member of the Board of Directors of Safe Kids Worldwide®, a non-profit organization dedicated to the prevention of childhood injuries. Mr. Thornton is a member (since 2014) of the Executive Leadership Council (ELC), the nation’s premier organization of global black senior executives. He is also a member of the National Association of Corporate Directors (NACD). Mr. Thornton has been recognized by Black Enterprise on its 2017 list of the Most Powerful Executives in Corporate America and by Ebony on its 2016 Power 100 list of the world’s most influential and inspiring African Americans. Mr. Thornton received a B.B.A. degree from the University of Memphis in 1980 and an M.B.A. from the University of Tennessee in 2001. Mr. Thornton has been appointed to the Board effective November 16, 2020.
Terence J. Toth
Mr. Toth, the Board’s Independent Chairman,Chair, was aCo-Founding Partner of Promus Capital (2008 to 2017). From 2010 to 2019, he was a Director of Fulcrum IT Services, LLC and 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
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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 Catalyst Schools of Chicago.Chicago (since 2008). He is on the Mather Foundation Board (since 2012) and is Chair 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. Mr. Toth joined the Board in 2008.
Margaret L. Wolff
Ms. Wolff retired from Skadden, Arps, Slate, Meagher & Flom LLP in 2014 after more than 30 years of providing client service in the Mergers & Acquisitions Group. During her legal career, Ms. Wolff devoted significant time to advising boards and senior management on U.S. and international corporate, securities, regulatory and strategic matters, including governance, shareholder, fiduciary, operational and management issues. From 2013 to November 2017, she was a Boardboard member of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each of which is a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.). Ms. Wolff has been a trustee of New York-Presbyterian Hospital since 2005 and, since 2004, she has served as a trustee of The John A. Hartford Foundation (a philanthropy dedicated to improving the care of older adults) where she currently is the Chair. From 2005 to 2015, she was a trustee of Mt. Holyoke College and served as Vice Chair of the Board from 2011 to 2015. Ms. Wolff received her Bachelor of Arts from Mt. Holyoke College and her Juris Doctor from Case Western Reserve University School of Law. Ms. Wolff joined the Board in 2016.
Robert L. Young
Mr. Young has more than 30 years of experience in the investment management industry. From 1997 to 2017, he held various positions with J.P. Morgan Investment Management Inc. (“J.P. Morgan Investment”) and its affiliates (collectively, “J.P. Morgan”). Most recently, he served as Chief Operating Officer and Director of J.P. Morgan Investment (from 2010 to 2016) and as President and Principal Executive Officer of the J.P. Morgan Funds (from 2013 to 2016). As Chief Operating Officer of J.P. Morgan Investment, Mr. Young led service, administration and business platform support activities for J.P. Morgan’s domestic retail mutual fund and institutional commingled and separate account businesses, andco-led these activities for J.P. Morgan’s global retail and institutional investment management businesses. As President of the J.P. Morgan Funds, Mr. Young interacted with various service providers to these funds, facilitated the relationship between such funds and their boards, and was directly involved in
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establishing board agendas, addressing regulatory matters, and establishing policies and procedures. Before joining J.P. Morgan, Mr. Young, a former Certified Public Accountant (CPA), was a Senior Manager (Audit) with Deloitte & Touche LLP (formerly, Touche Ross LLP), where he was employed from 1985 to 1996. During his tenure there, he actively participated in creating, and ultimately led, the firm’s midwestern mutual fund practice. Mr. Young holds a Bachelor of Business Administration degree in Accounting from the University of Dayton and, from 2008 to 2011, he served on the Investment Committee of its Board of Trustees. Mr. Young joined the Board in 2017.
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Board Member Terms. For each Fund, shareholders will be asked to elect Board Members as each Board Member’s term expires, and with respect to Board Members elected by holders of Common Shares, such Board Members shall be elected for a term expiring at the time of the third succeeding annual meeting of shareholders subsequent to their election or thereafter, in each case when their respective successors are duly elected and qualified. These provisions could delay for up to two years the replacement of a majority of the Board.
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| The |
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The following table sets forth information with respect to each officer of the Funds. Officers receive no compensation from the Funds. The officers are elected by the Board on an annual basis to serve until successors are elected and qualified.
| Name, Address and Year of Birth | Position(s) Held with Fund | Term of Office and Length of Time Served(1) | Principal Occupation(s) During Past 5 Years(2) | |||||
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David J. Lamb 333 West Wacker Drive Chicago, IL 60606 1963 | Term: Annual Length of Service: since 2015 | Managing Director (since 2017), formerly, Senior Vice President of Nuveen (2006-2017), Vice President prior to | ||||||
Nathaniel T. Jones 333 West Wacker Drive Chicago, IL 60606 1979 | Term: Annual Length of Service: Since 2016 | Managing Director (since 2017), formerly, Senior Vice President (2016-2017), formerly, Vice President (2011-2016) of Nuveen; Managing Director (since 2015) of Nuveen Fund Advisors, LLC; Chartered Financial Analyst. | ||||||
Walter M. Kelly 333 West Wacker Drive Chicago, IL 60606 1970 | Chief Compliance Officer and Vice President | Term: Annual Length of Service: Since 2003 | Managing Director (since 2017), formerly, Senior Vice President (2008-2017) of Nuveen. | |||||
Tina M. Lazar 333 West Wacker Drive Chicago, IL 60606 1961 | Vice President | Term: Annual Length of Service: Since 2002 | Managing Director (since 2017), formerly, Senior Vice President (2014-2017) of Nuveen Securities, LLC. | |||||
Brian J. Lockhart 333 West Wacker Drive Chicago, IL 60606 1974 | Term: Annual Length of Service: Since 2019 | Managing Director (since 2019) of Nuveen Fund Advisors, LLC; Managing Director (since 2017), formerly, Vice President (2010-2017) of Nuveen; Head of Investment Oversight (since 2017), formerly, Team Leader of Manager Oversight (2015-2017). | ||||||
Jacques M. Longerstaey 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 1963 | Vice President | Term: Annual Length of Service: Since 2019 | Senior Managing Director, Chief Risk Officer (since May 2019) of Nuveen; Senior Managing Director (since May 2019) of Nuveen Fund Advisors, LLC; formerly, Chief Investment and Model Risk Officer, Wealth & Investment Management Division, Wells Fargo Bank (NA) (from 2013-2019). | |||||
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| Name, Address and Year of Birth | Position(s) Held with Fund | Term of Office and Length of Time Served(1) | Principal Occupation(s) During Past 5 Years(2) | |||||
Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606 1966 | Vice President and Assistant Secretary | Term: Annual Length of Service: Since 2007 | Senior Managing Director (since 2017) and Secretary and General Counsel (since 2016) of Nuveen Investments, Inc., formerly, Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2008-2016); Senior Managing Director (since 2017) and Assistant Secretary (since 2008) of Nuveen Securities, LLC, formerly Executive Vice President (2016-2017) and Managing Director (2008-2016); Senior Managing Director (since 2017), Secretary (since 2016) andCo-General Counsel (since 2011) of Nuveen Fund Advisors, LLC, formerly, Executive Vice President (2016-2017),Managing Director (2008-2016) and Assistant Secretary (2007-2016); Senior Managing Director (since 2017), Secretary (since 2016) and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC, formerly Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2011- 2016); Senior Managing Director (since 2017) and Secretary (since 2016) of Nuveen Investments Advisers, LLC, formerly Executive Vice President (2016-2017); Vice President (since 2007) and Secretary (since 2016), formerly, Assistant Secretary, of NWQ Investment Management Company, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and Winslow Capital Management, LLC (since 2010); Senior Managing Director (since 2017) and Secretary (since 2016) of Nuveen Alternative Investments, LLC. | |||||
Jon Scott Meissner TIAA 8500 Andrew Carnegie Boulevard Charlotte, NC 28262 1973 | Term: Annual Length of Service: Since 2019 | Managing Director of Mutual Fund Tax and Financial Reporting (since 2017) of Nuveen; Managing Director (since 2019) of Nuveen Fund Advisors, LLC; Senior Director (since 2016) of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Senior Director, Mutual Fund Taxation (since 2015) of the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account VA-1 and the CREF Accounts; has held various positions with TIAA since 2004. | ||||||
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| Name, Address and Year of Birth | Position(s) Held with Fund | Term of Office and Length of Time Served(1) | Principal Occupation(s) During Past 5 Years(2) | |||||
William T. Meyers 333 West Wacker Drive Chicago, IL 60606 1966 | Vice President | Term: Annual Length of Service: Since 2018 | Senior Managing Director (since 2017), formerly, Managing Director (2016-2017), Senior Vice President (2010-2016) of Nuveen Securities, LLC; Senior Managing Director (since 2016) of Nuveen Fund Advisors, LLC; Senior Managing Director (since 2017), formerly, Managing Director (2016-2017), Senior Vice President (2010-2016) of Nuveen, has held various positions with Nuveen since 1991. | |||||
New York, NY 10016 1969 | Vice President | Term: Annual Length of Service: Since | Co-Chief Executive | |||||
Christopher M. Rohrbacher 333 West Wacker Drive Chicago, IL 60606 1971 | Vice President and Assistant Secretary | Term: Annual Length of Service: Since 2008 | Managing Director (since 2017) and Co-General Counsel (since 2019), formerly, Senior Vice President | |||||
William A. Siffermann 333 West Wacker Drive Chicago, IL 60606 1975 | Vice President | Term: Annual Length of Service: Since 2017 | Managing Director (since 2017), formerly, Senior Vice President (2016-2017) and Vice President (2011-2016) of Nuveen. | |||||
730 Third Avenue New York, NY 10017 1973 | Vice President and | Term: Annual Length of Service: Since | Senior Managing Director, Head of Fund | |||||
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| 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) | |||||||
Mark L. Winget 333 West Wacker Drive Chicago, IL 60606 1968 | Vice President and Assistant Secretary | Term: Annual Length of Service: Since 2008 | Vice President and Assistant Secretary of Nuveen Securities, LLC (since 2008) and Nuveen Fund Advisors, LLC (since 2019); Vice President
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Gifford R. Zimmerman 333 West Wacker Drive Chicago, IL 60606 1956 | Vice President and Secretary | Term: Annual Length of Service: Since 1988 | Managing Director (since 2002) and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2002), Assistant Secretary (since 1997) andCo-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); Vice President (since 2017), formerly, Managing Director (2003-2017) and Assistant Secretary (since 2003) of Symphony Asset Management LLC; Managing Director and Assistant Secretary (since 2002) of Nuveen Investments Advisers, LLC; Vice President and Assistant Secretary of NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC (since 2006) and of Winslow Capital Management, LLC (since 2010); Chartered Financial Analyst. | |||||||
| (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 |
| Audit |
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The Audit Committee of each Board is responsible for the oversight and monitoring of (1) the accounting and reporting policies, processes and practices, and the audit of the financial statements, of each Fund, (2) the quality and integrity of the Fund’s financial statements and
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(3) the independent registered public accounting firm’s qualifications, performance and independence. In its oversight capacity, the Audit Committee reviews each Fund’s annual financial statements with both management and the independent registered public accounting firm and the Audit Committee meets periodically with the independent registered public accounting firm and internal auditors to consider their evaluation of each Fund’s financial and internal controls. The Audit Committee also selects, retains, evaluates and may replace each Fund’s independent registered public accounting firm. The Audit Committee is currently composed of
29
five Independent Board Members and operates under a written charter adopted and approved by each Board. Each Audit Committee member meets the independence and experience requirements, as applicable, of the NYSE, Section 10A of the 1934 Act and the rules and regulations of the SEC.
The Audit Committee, in discharging its duties, has met with and held discussions with management and each Fund’s independent registered public accounting firm. The Audit Committee has also reviewed and discussed the audited financial statements with management. Management has represented to the independent registered public accounting firm that each Fund’s financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards (“SAS”) No. 114 (The Auditor’s Communication With Those Charged With Governance), which supersedes SAS No. 61 (Communication with Audit Committees). Each Fund’s independent registered public accounting firm provided to the Audit Committee the written disclosure required by Public Company Accounting Oversight Board Rule 3526 (Communications with Audit Committees Concerning Independence), and the Audit Committee discussed with representatives of the independent registered public accounting firm their firm’s independence. As provided in the Audit Committee Charter, it is not the Audit Committee’s responsibility to determine, and the considerations and discussions referenced above do not ensure, that each Fund’s financial statements are complete and accurate and presented in accordance with generally accepted accounting principles.
Based on the Audit Committee’s review and discussions with management and the independent registered public accounting firm, the representations of management and the report of the independent registered public accounting firm to the Audit Committee, the Audit Committee has recommended that the audited financial statements be included in each Fund’s Annual Report.
The current members of the Audit Committee are:
Jack B. Evans
William C. Hunter
John K. Nelson
Carole E. Stone
Terence J. TothJudith M. Stockdale
3230
Audit and Related Fees.Fees. The following tables provide the aggregate fees billed during each Fund’s last two fiscal years by each Fund’s independent registered public accounting firm for engagements directly related to the operations and financial reporting of each Fund including those relating (i) to each Fund for services provided to the Fund and (ii) to the Adviser and certain entities controlling, controlled by, or under common control with the Adviser that provide ongoing services to each Fund (“Adviser Entities”).
| Audit Fees(1) | Audit Related Fees(2) | Tax Fees(3) | All Other Fees(4) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund | Fund | Adviser and Adviser Entitles | Fund | Adviser and Adviser Entitles | Fund | Adviser and Adviser Entitles | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Fiscal Year Ended 2017 | Fiscal Year Ended 2018 | Fiscal Year Ended 2017 | Fiscal Year Ended 2018 | Fiscal Year Ended 2017 | Fiscal Year Ended 2018 | Fiscal Year Ended 2017 | Fiscal Year Ended 2018 | Fiscal Year Ended 2017 | Fiscal Year Ended 2018 | Fiscal Year Ended 2017 | Fiscal Year Ended 2018 | Fiscal Year Ended 2017 | Fiscal Year Ended 2018 | |||||||||||||||||||||||||||||||||||||||||||
Arizona Quality | $ | 27,290 | $ | 28,040 | $ | 0 | $ | 9,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||||||||
CaliforniaAMT-Free | 27,290 | 28,040 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
California Quality(5) | 37,290 | 28,040 | 10,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
California Value | 24,090 | 24,750 | 4,000 | 12,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
California Value 2 | 24,090 | 24,750 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Massachusetts Quality | 23,950 | 24,160 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Michigan Quality | 27,290 | 28,040 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
New Jersey Quality(6) | 24,090 | 24,750 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
New Jersey Value(6) | 21,960 | 22,560 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Ohio Quality | 27,290 | 28,040 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Pennsylvania Quality(6) | 24,090 | 24,750 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Pennsylvania Value(6) | 21,960 | 22,560 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Texas Quality | 27,290 | 28,040 | 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) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund | Fund | Adviser and Adviser Entitles | Fund | Adviser and Adviser Entitles | Fund | Adviser and Adviser Entitles | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Fiscal Year Ended 2019 | Fiscal Year Ended 2020 | Fiscal Year Ended 2019 | Fiscal Year Ended 2020 | Fiscal Year Ended 2019 | Fiscal Year Ended 2020 | Fiscal Year Ended 2019 | Fiscal Year Ended 2020 | Fiscal Year Ended 2019 | Fiscal Year Ended 2020 | Fiscal Year Ended 2019 | Fiscal Year Ended 2020 | Fiscal Year Ended 2019 | Fiscal Year Ended 2020 | |||||||||||||||||||||||||||||||||||||||||||
Arizona Quality | $ | 28,040 | $ | 28,590 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||
California AMT-Free | 28,040 | 28,590 | 25,000 | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
California Quality | 28,040 | 28,590 | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Massachusetts Quality | 24,610 | 25,090 | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
New Jersey Quality | 24,750 | 25,240 | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Ohio Quality | 28,040 | 28,590 | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Pennsylvania Quality | 24,750 | 25,240 | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| (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 |
31
| ||||||||||||||||||||||||||||||||
| 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 2019 | Fiscal Year Ended 2020 | Fiscal Year Ended 2019 | Fiscal Year Ended 2020 | Fiscal Year Ended 2019 | Fiscal Year Ended 2020 | Fiscal Year Ended 2019 | Fiscal Year Ended 2020 | |||||||||||||||||||||||||
Arizona Quality | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
California AMT-Free | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
California Quality | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Massachusetts Quality | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
New Jersey Quality | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Ohio Quality | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Pennsylvania Quality | — | — | — | — | — | — | — | — |
33
| TotalNon-Audit Fees Billed to Fund | TotalNon-Audit Fees Billed to Advisers and Adviser Entities (Engagements Related Directly to the Operations and Financial Reporting of Fund) | TotalNon-Audit Fees Billed to Advisers and Adviser Entities (All Other Engagements) | Total | |||||||||||||||||||||||||||||
| Fiscal Year Ended 2017 | Fiscal Year Ended 2018 | Fiscal Year Ended 2017 | Fiscal Year Ended 2018 | Fiscal Year Ended 2017 | Fiscal Year Ended 2018 | Fiscal Year Ended 2017 | Fiscal Year Ended 2018 | |||||||||||||||||||||||||
Arizona Quality | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
CaliforniaAMT-Free | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
California Quality | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
California Value | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
California Value 2 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Massachusetts Quality | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Michigan Quality | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
New Jersey Quality | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
New Jersey Value | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Ohio Quality | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Pennsylvania Quality | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Pennsylvania Value | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Texas Quality | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Audit CommitteePre-Approval Policies and Procedures. Generally, the Audit Committee must approve each Fund’s independent registered public accounting firm’s engagements (i) with the Fund for audit ornon-audit services and (ii) with the Adviser and Adviser Entities fornon-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 chairmanChair for his or her verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000.
34
The Audit Committee has approved in advance all audit services andnon-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 werepre-approved by the Audit Committee pursuant to thepre-approval exception under Rule2-01(c)(7)(i)(C) or Rule2-01(c)(7)(ii) of RegulationS-X.
32
Additional Information
Appointment of the Independent Registered Public Accounting Firm
The Board of each Fund has appointed KPMG LLP (“KPMG”) as independent registered public accounting firm to audit the books and records of the Fund for its current fiscal year. A representative of KPMG will be present at the Annual Meetings to make a statement, if such representative so desires, and to respond to shareholders’ questions. KPMG has informed each Fund that it has no direct or indirect material financial interest in the Funds, Nuveen, the Adviser or any other investment company sponsored by Nuveen.
Section 16(a) Beneficial Interest Reporting Compliance
Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require Board Members and officers, the Adviser, affiliated persons of the Adviser and persons who own more than 10% of a registered class of a Fund’s equity securities to file forms reporting their affiliation with that Fund and reports of ownership and changes in ownership of that Fund’s shares with the SEC and the NYSE, as applicable. These persons and entities are required by SEC regulation to furnish the Funds with copies of all Section 16(a) forms they file. Based on a review of these forms furnished to each Fund, each Fund believes that its Board Members and officers, Adviser and affiliated persons of the Adviser have complied with all applicable Section 16(a) filing requirements during its last fiscal year. To the knowledge of management of the Funds, no shareholder of a Fund owns more than 10% of a registered class of a Fund’s equity securities, except as provided in Appendix B.
Information About the Adviser
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as investment adviser and manager for each Fund. The Adviser is an indirect subsidiary of Nuveen, LLC, the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). TIAA is a life insurance company founded in 1918 by the Carnegie Foundation for the Advancement of Teaching and is the companion organization of College Retirement Equities Fund.
Shareholder Proposals
To be considered for presentation at the 2021 annual meeting of shareholders for the Funds, to be held in 2019, shareholder proposals submitted pursuant to Rule14a-8 of the 1934 Act must be received at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later
35
than June 12, 2019. A shareholder wishing to provide notice in the manner prescribed byRule 14a-4(c)(1) of a proposal submitted outside of the process of Rule14a-8 for the annual meeting must, pursuant to each Fund’sBy-Laws, submit such written notice to the Fund not later than August 26, 2019 or prior to August 11, 2019.14, 2021. Timely submission of a proposal does not mean that such proposal will be included in a proxy statement. 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 no earlier than July 14, 2021 and no later than July 29, 2021.
Proposals may be presented by shareholders only if advance notice is duly submitted in accordance with applicable law and a Fund’s governing documents, and the subject matter of such proposal is a matter upon which the proposing shareholder is entitled to vote. Each Fund’s By-Laws require shareholders submitting advance notices of proposals of business or nominations for election as Board Members to provide the Fund with certain information and representations about the proponent shareholder and the nominees or business being proposed. A shareholder wishing to present a proposal of business or nomination is encouraged to carefully review the applicable Fund’s By-Laws.
Copies of the By-Laws of each Fund are available on the EDGAR Database on the SEC’s website at www.sec.gov.
Shareholder Communications
Fund shareholders who want to communicate with the Board or any individual Board Member should write to the attention of William Siffermann, Manager of Fund Board Relations, Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. The letter should indicate that you
33
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 ChairmanChair and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons.
Expenses of Proxy Solicitation
The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement and all other costs in connection with the solicitation of proxies will be paid by the Funds pro rata based on the number of shareholder accounts. Additional solicitation may be made by letter or telephone by officers or employees of Nuveen or the Adviser, or by dealers and their representatives. Any additional costs of solicitation will be paid by the Fund that requires additional solicitation.
Fiscal Year
The last fiscal year end for each Fund except Massachusetts Quality was February 28, 2018.29, 2020. The last fiscal year end for Massachusetts Quality was May 31, 2018.2020.
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 calling1-800-257-8787.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on November 13, 2018:16, 2020:
Each Fund’s proxy statement is available athttp://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.
36
Please note that only one annual report, semi-annual report or proxy statement may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report,semi-annual report or proxy statement, or for instructions as to how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above.
General
Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Annual Meetings. However, if other matters are properly presented to the Annual Meetings for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Fund.
34
A list of shareholders entitled to be present and to vote at each Annual Meeting will be available at the offices of the Funds, 333 West Wacker Drive, Chicago, Illinois, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Annual Meeting.Meeting for inspection by any shareholder for any legally valid purpose related to the Annual Meetings. Shareholders interested in inspecting the list of shareholders for their respective Fund(s) should contact (800) 257-8787 for additional information. To email the Fund(s), please visit www.nuveen.com/contact-us.
Failure of a quorum to be present at any Annual Meeting will necessitate adjournment and will subject that Fund to additional expense. Under each Fund’s By-Laws, the Annual Meeting, whether or not a quorum is present, may, by announcement of the person appointed to serve as chair of the meeting, be adjourned with respect to one or more or all matters to be considered at the meeting from time to time to a designated time and place. The persons named in the enclosed proxyappointed chair may also move for an adjournment ofadjourn any Annual Meeting to permit further solicitation of proxies with respect to the proposal if they determine that adjournment and further solicitation is reasonable and in the best interests of the Funds. Under each Fund’sBy-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.proxies.
IF YOU CANNOT BE PRESENT AT THE VIRTUAL MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
Gifford R. Zimmerman
Vice President and Secretary
October 3, 2018
9, 2020
3735
APPENDIX A
Beneficial Ownership
The following table lists the dollar range of equity securities beneficially owned by each Board Member/nominee in each Fund and in all Nuveen funds overseen by the Board Member/nominee as of May 31, 2018.June 30, 2020. The information as to beneficial ownership is based on statements furnished by each Board Member/nominee.
| ||||||||||||||||
| ||||||||||||||||
A-1
| ||||||||||||
| ||||||||||||
| Dollar Range of Equity Securities | ||||||||||||||||
| Board Member/Nominees | Arizona Quality | California AMT-Free | California Quality | Massachusetts Quality | New Jersey Quality | Ohio Quality | Pennsylvania Quality | Aggregate Range of Equity Securities in All Registered Investment Companies Overseen by Board Member in Family of Investment Companies(1) | ||||||||
| Jack B. Evans | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||
| William C. Hunter | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||
| Albin F. Moschner | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||
| John K. Nelson | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||
| Judith M. Stockdale | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||
| Carole E. Stone | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||
| Terence J. Toth | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||
| Margaret L. Wolff | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||
| Robert L. Young | $0 | $0 | $0 | $0 | $0 | $0 | $0 | Over $100,000 | ||||||||
| (1) | The amounts reflect the aggregate dollar range of equity securities of the number of shares beneficially owned by the Board Member/nominee in the Funds and in all Nuveen funds overseen by each Board Member/nominee. |
|
A-2A-1
The following table sets forth, for each Board Member/nominee and for the Board Member/nominees and officers as a group, the amount of shares beneficially owned in each Fund as of May 31, 2018.June 30, 2020. The information as to beneficial ownership is based on statements furnished by each Board Member/nominee and officer.
| Fund Shares Owned By Board Members And Officers(1) | ||||||||||||||
| Board Members/Nominees | Arizona Quality | California AMT-Free | California Quality | California Value | California Value 2 | Massachusetts Quality | Michigan Quality | |||||||
Board Members/Nominees who are not “interested persons” of the Funds | ||||||||||||||
| Jack B. Evans | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| William C. Hunter | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Albin F. Moschner | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| John K. Nelson | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| William J. Schneider | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Judith M. Stockdale | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Carole E. Stone | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Terence J. Toth | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Margaret L. Wolff | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Robert L. Young(2) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
Board Member/Nominee who is an “interested person” of the Funds | ||||||||||||||
| Margo L. Cook | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
All Board Members/Nominees and Officers as a Group | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
A-3
| Fund Shares Owned By Board Members And Officers(1) | Fund Shares Owned By Board Members And Officers(1) | Fund Shares Owned By Board Members And Officers(1) | ||||||||||||||||||||||||
| Board Member/Nominees | New Jersey Quality | New Jersey Value | Ohio Quality | Pennsylvania Quality | Pennsylvania Value | Texas Quality | ||||||||||||||||||||
| Board Members/Nominees | Arizona Quality | California AMT-Free | California Quality | Massachusetts Quality | New Jersey Quality | Ohio Quality | Pennsylvania 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 | 0 | 0 | 0 | |||||||||||||
| William C. Hunter | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Albin F. Moschner | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| John K. Nelson | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| William J. Schneider | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||
| Judith M. Stockdale | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Carole E. Stone | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Terence J. Toth | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Margaret L. Wolff | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| Robert L. Young(2) | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||
Board Member/Nominee who is an “interested person” of the Funds | ||||||||||||||||||||||||||
| Margo L. Cook | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||
| Robert L. Young | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||
All Board Members/Nominees and Officers as a Group | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| (1) | The numbers include share equivalents of certain Nuveen funds in which the Board Member/nominee is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described in the Joint Proxy Statement. |
|
A-4A-2
APPENDIX B
List of Beneficial Owners Who Own More Than 5% of 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 September 14, 201818, 2020*:
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Arizona Quality | Wells Fargo & Company(a)
Wells Fargo Municipal Capital Strategies, LLC(a) | 883 | 100 | % | ||||||
CaliforniaAMT-Free | Citigroup Global Markets Inc.(b) Citigroup Financial Products Inc.(b) Citigroup Global Markets Holdings Inc.(b) Citigroup Inc.(b) 388 Greenwich Street New York, NY 10013 | 160 | 14.7 | % | ||||||
California Quality | Wells Fargo & Company(a)
Wells Fargo Municipal Capital Strategies, LLC(a) | 4,800 | 37.57 | % | ||||||
California Quality | Citibank, N.A.(c) Citicorp LLC(c) Citigroup Inc.(c) 388 Greenwich Street New York, NY 10013 | 1,589 | 12.4 | % | ||||||
Massachusetts Quality | Gerald Fels(d) Marilyn Fels(d) 271 Thompson Road Webster, Massachusetts 05170 | 1,200,000 | 12.84 | % | ||||||
Massachusetts Quality | Wells Fargo & Company(a)
Wells Fargo Municipal Capital Strategies, LLC(a) | 740 | 100 | % | ||||||
B-1
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Michigan Quality | Wells Fargo & Company(e)
Wells Fargo Municipal Capital Strategies, LLC(e)
Wells Fargo Bank, National Association(e) 101 N. Phillips Street Sioux Falls, SD 57104 | 1,730 | 100 | % | ||||||
New Jersey Quality | Wells Fargo & Company(a)
Wells Fargo Municipal Capital Strategies, LLC(a) | 2,329 | 74.20 | % | ||||||
New Jersey Quality | Toronto Dominion Investments, Inc.(f) Toronto Dominion Holdings (U.S.A.), Inc.(f) 909 Fannin Street, STE 1700 Houston, TX 77010
TD Group US Holdings LLC(f) 251 Little Falls Drive, Wellington, DE 19808
The Toronto-Dominion Bank(f) Toronto-Dominion Centre, P.O. Box 1 Toronto, Ontario, Canada M5K 1A2 | 810 | 25.8 | % | ||||||
New Jersey Quality | Karpus Management, Inc., d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, NY 14534 | 505,750 | 14.43 | % | ||||||
New Jersey Value | First Trust Portfolios L.P.(g) First Trust Advisors L.P.(g) The Charger Corporation(g) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 123,303 | 7.95 | % | ||||||
Ohio Quality | Bank of America Corporation(h) Bank of America Preferred Funding Corporation(h) Bank of America Corporate Center 100 North Tryon Street Charlotte, NC 28255 | 1,480 | 100 | % | ||||||
B-2
| Fund and Class | Shareholder Name and Address | Number of Shares Owned | Percentage Owned | |||||||
Pennsylvania Quality | Wells Fargo & Company(a)
Wells Fargo Municipal Capital Strategies, LLC(a) | 870 | 100 | % | ||||||
Pennsylvania Quality | Wells Fargo & Company(a)
Wells Fargo Municipal Capital Strategies, LLC(a) | 3,045 | 100 | % | ||||||
Texas Quality | Bank of America Corporation(h) Bank of America Preferred Funding Corporation(h) Bank of America Corporate Center 100 North Tryon Street Charlotte, NC 28255 | 720 | 100 | % | ||||||
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| Fund and Class | Shareholder Name and Address | Number of Shares Owned of Class | Percentage Owned of Class | |||||||
Arizona Quality | Wells Fargo & Company(a) 420 Montgomery Street
Wells Fargo Municipal Capital Strategies, LLC(a) | 883 | 100.00 | % | ||||||
Ohio Quality | Saba Capital Management, L.P.(b) Mr. Boaz R. Weinstein(b) 405 Lexington Avenue, 58th Floor New York, NY 10174 | 1,173,593 | 6.40 | % | ||||||
Pennsylvania Quality | Saba Capital Management, L.P.(b) Mr. Boaz R. Weinstein(b) 405 Lexington Avenue, 58th Floor New York, NY 10174 | 1,975,335 | 5.30 | % | ||||||
| (a) | Wells Fargo & Company and Wells Fargo Municipal Capital Strategies, LLC filed their Schedule 13D jointly and did not differentiate holdings as to each entity. |
| (b) |
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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
B-3
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, including the number of VRDP Shares associated with the fund complex and percentage of total outstanding, is as follows: CaliforniaAMT-Free (Series 2): Vanguard (355 shares (100%(100.00%)); CaliforniaAMT-Free (Series 3): Federated (177 shares (41.45%)), JP Morgan (265(150 shares (62.06%(35.13%)), Schwab (100 shares (23.42%)); CaliforniaAMT-Free (Series 3): Vanguard (162 shares (37.94%)); CaliforniaAMT-Free (Series 4): Vanguard (970(770 shares (88.99%(70.64%)), BlackRock (320 shares (29.36%)); CaliforniaAMT-Free (Series 4): BlackRock (120 shares (11.01%)); CaliforniaAMT-Free (Series 6): Vanguard (400(500 shares (38.10%(47.62%)); CaliforniaAMT-Free (Series 6): JP Morgan (300, Federated (285 shares (28.57%(27.14%)); CaliforniaAMT-Free (Series 6):, BlackRock (250 shares (23.81%)); CaliforniaAMT-Free (Series 6): Federated (100 shares (9.52%)); California Quality (Series 1): JP Morgan (662 shares (48.60%)); California Quality (Series 1): Charles, Schwab (600(605 shares (44.50%(44.42%)); California Quality (Series 1):, Deutsche IM (100Bank (95 shares (7.34%(6.98%)); California Quality (Series 2): Vanguard (440 shares (48.35%)); California Quality (Series 2):, JP Morgan (275 shares (30.22%)); California Quality (Series 2): Federated, Schwab (195 shares (21.43%)); California Quality (Series 3): JP Morgan (268 shares (53.82%)); California Quality (Series 3):, Vanguard (200 shares (40.16%)); California Quality (Series 3):, Wells Fargo (30 shares (6.02%)); California Quality (Series 4): JP Morgan (755 shares (71.50%)); California Quality (Series 4):, Vanguard (136 shares (12.88%)); California Quality (Series 4): Charles, Schwab (110 shares (10.42%)); California Quality (Series 4): Deutsche IM, Federated (55 shares (5.21%)); California Quality (Series 5): CitibankJP Morgan (1,589 shares (100%(100.00%)); California Quality (Series 6): JP Morgan (726(727 shares (45.92%(45.98%)); California Quality (Series 6): Vanguard (605, Schwab (242 shares (38.27%)); California Quality (Series 6): Charles Schwab (235 shares (14.86%(15.31%)); California Quality (Series 7): Charles Schwab (610 shares (62.24%)); California Quality (Series 7):, JP Morgan (210 shares (21.43%)); California Quality (Series 7):, Vanguard (91 shares (9.29%(9.23%)); California Quality (Series 8): Wells Fargo (1,600 shares (100%(100.00%));
B-1
Massachusetts Quality (Series 1): Wells Fargo (740 shares (100%(100.00%)); New Jersey Quality (Series 1): Toronto DominionVanguard (810 shares (100%(100.00%)); New Jersey Quality (Series 2): Wells Fargo (1,443 shares (100%(100.00%)); New Jersey Quality (Series 3): Wells Fargo (886 shares (100%(100.00%)); Ohio Quality (Series 1): Bank of America (1,480 shares (100%(100.00%)); Pennsylvania Quality (Series 2): Wells Fargo (1,125 shares (100%(100.00%)); and Pennsylvania Quality (Series 3): Wells Fargo (1,050 shares (100%(100.00%)).
MFP Shares are designed to be eligible for purchase by institutional investors. Based on information provided by the initial purchasersremarketing agent for the MFPVRDP Shares of California Quality (Series 6), money market funds within certain fund complexes may hold, in the aggregate, greater than 5% of the outstanding MFPVRDP Shares of athe Fund, and individual money market funds within such complexes may beneficially own an indeterminable amount of MFPVRDP Shares exceeding 5% of the outstanding VRDP Shares of the Fund.
MFP Shares are designed to be eligible for purchase by institutional investors. With confirmation of a Fund. Informationthe holders of each series of MFP Shares, information with respect to aggregate holdings of MFP Shares associated with fund complexes identified by the remarketing agent for the Fundsshareholders (number of MFP Shares and percentage of total outstanding) is as follows: CaliforniaAMT-Free (Series A): Payden & Rygel (750 shares (53.42%)); CaliforniaAMT-Free (Series A): Wells Fargo (644(444 shares (45.87%(31.62%)), MacKay Shields (380 shares (27.07%)), Federated (300 shares (21.37%)), Vanguard (200 shares (14.25%)); California Quality (Series A): Wells Fargo (3,200 shares (100%)); and Texas Quality (Series A): Bank of America (720 shares (100%(100.00%)).
B-4B-2
APPENDIX C
NUMBER OF BOARD AND COMMITTEE MEETINGS
HELD DURING EACH FUND’S LAST FISCAL YEAR
| Fund | Regular Board Meeting | Special Board Meeting | Executive Committee Meeting | Dividend Committee Meeting | Compliance, Risk Management and Regulatory Oversight Committee Meeting | Audit Committee Meeting | Nominating and Governance Committee Meeting | Closed- End Funds Committee | ||||||||||||||||||||||||
| Arizona Quality | 6 | 8 | 0 | 4 | 9 | 4 | 5 | 4 | ||||||||||||||||||||||||
| CaliforniaAMT-Free | 6 | 8 | 1 | 4 | 9 | 4 | 5 | 4 | ||||||||||||||||||||||||
| California Quality | 6 | 8 | 0 | 4 | 9 | 4 | 5 | 4 | ||||||||||||||||||||||||
| California Value | 6 | 8 | 0 | 4 | 9 | 4 | 5 | 4 | ||||||||||||||||||||||||
| California Value 2 | 6 | 8 | 0 | 4 | 9 | 4 | 5 | 4 | ||||||||||||||||||||||||
| Massachusetts Quality | 6 | 7 | 1 | 4 | 9 | 4 | 4 | 4 | ||||||||||||||||||||||||
| Michigan Quality | 6 | 8 | 0 | 4 | 9 | 4 | 5 | 4 | ||||||||||||||||||||||||
| New Jersey Quality | 6 | 8 | 0 | 4 | 9 | 4 | 5 | 4 | ||||||||||||||||||||||||
| New Jersey Value | 6 | 8 | 0 | 4 | 9 | 4 | 5 | 4 | ||||||||||||||||||||||||
| Ohio Quality | 6 | 8 | 0 | 4 | 9 | 4 | 5 | 4 | ||||||||||||||||||||||||
| Pennsylvania Quality | 6 | 8 | 0 | 4 | 9 | 4 | 5 | 4 | ||||||||||||||||||||||||
| Pennsylvania Value | 6 | 8 | 0 | 4 | 9 | 4 | 5 | 4 | ||||||||||||||||||||||||
| Texas Quality | 6 | 8 | 1 | 4 | 9 | 4 | 5 | 4 | ||||||||||||||||||||||||
| Fund | Regular Board Meeting | Special Board Meeting | Executive Committee Meeting | Dividend Committee Meeting | Compliance, Risk Management and Regulatory Oversight Committee Meeting | Audit Committee Meeting | Nominating and Governance Committee Meeting | Closed- End Funds Committee | ||||||||||||||||||||||||
| Arizona Quality | 6 | 7 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
| California AMT-Free | 6 | 7 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
| California Quality | 6 | 7 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
| Massachusetts Quality | 6 | 13 | 0 | 4 | 5 | 4 | 5 | 4 | ||||||||||||||||||||||||
| New Jersey Quality | 6 | 7 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
| Ohio Quality | 6 | 11 | 0 | 5 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
| Pennsylvania Quality | 6 | 7 | 0 | 4 | 5 | 4 | 6 | 4 | ||||||||||||||||||||||||
C-1
Nuveen
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
| www.nuveen.com |
nuveen A TIAA CompanyEVERY SHAREHOLDER’S VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE AT THE VIRTUAL MEETING Visit: www.meetingcenter.io/281763948 on November 16 at 8:00 a.m. Central Time. To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. The Password for this meeting is NUV2020. Please detach at perforation before mailing. NUVEEN FUNDS THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR AN ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 13, 201816, 2020 COMMON SHARES The Annual Meeting of Shareholders will be held Tuesday,Monday, November 13, 201816, 2020 at 12:8:00 p.m.a.m. Central time invirtually at the offices of Nuveen, LLC, 333 West Wacker Drive, Chicago, Illinois, 60606.following Website: www.meetingcenter.io/281763948. At this meeting, you will be asked to vote on the proposalelection of board members as described in the proxy statement attached. The undersigned, revoking previous proxies, hereby appoints Kevin J. McCarthy, Christopher M. Rohrbacher, Mark L. Winget and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Annual Meeting of Shareholders to be held on Tuesday,Monday, November 13, 2018,16, 2020, or any adjournment(s) thereof. WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE AT1-800-337-3503 OR OVER THE INTERNET (www.proxy-direct.com). IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALSTo participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. The Password for this meeting is NUV2020. 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 or postponement thereof. Receipt of the Notice of the Annual Meeting of Shareholders and the accompanying Joint Proxy Statement is hereby acknowledged. The shares of the Fund(s). represented hereby will be voted as indicated or FOR the proposal if no choice is indicated. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 NUV_31616_100720 PLEASE SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
EVERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! Important Notice Regarding the Availability of Proxy Materials for The Annual Meeting of Shareholders to Be Held Virtually on November 13, 2018.16, 2020. The Joint Proxy Statement for this meeting is available at:http://www.nuveenproxy.com/Closed-End-Fund-Proxy-Information/ NUV_30166_092018 DOMutual-Fund-Proxy-Information/ IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT TEARRETURN THIS PROXY CARD FUNDS FUNDS Nuveen Arizona Quality Municipal Income Fund Nuveen California AMT-Free Quality Municipal ValueIncome Fund Inc. Nuveen California Quality Municipal Income Fund Nuveen MichiganMassachusetts Quality Municipal Income Fund Nuveen New Jersey Quality Municipal Income Fund Nuveen Pennsylvania Municipal Value Fund Nuveen Texas Quality Municipal Income Fund FUNDS Nuveen CaliforniaAMT-Free Quality Municipal Income Fund Nuveen California Municipal Value Fund 2 Nuveen Massachusetts Quality Municipal Income Fund Nuveen New Jersey Municipal Value Fund Nuveen Ohio Quality Municipal Income Fund Nuveen Pennsylvania Quality Municipal Income Fund VOTING OPTIONS Read your proxy statement and have itPlease detach at hand when voting. VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow theon-screen instructions available 24 hours VOTE BY PHONE Call1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return it in the postage-paid envelope. VOTE IN PERSON Attend Shareholder Meeting 333 West Wacker Dr. Chicago, IL 60606 on November 13, 2018
THE BOARD OF DIRECTORS/TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS.perforation before mailing. In their discretion, the proxy holders are authorized to vote upon such other matters as may properly come before the Annual Meetingmeeting or any adjournment(s)adjournments or postponements thereof. Properly executed proxies will be voted as specified. If no other specification is made, such shares will be voted “FOR” the proposal(s).proposal. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals 1a.Proposal THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. 1. Election of Board Members: To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided. Class III:II: 01. MargoJohn K. Nelson 02. Terence J. Toth 03. Robert L. Cook 02. Jack B. Evans 03. Albin F. MoschnerYoung FOR WITHHOLD FOR ALL WITHHOLD ALL FOR ALL EXCEPT 01 Nuveen Arizona Quality Municipal Income FundFund☐☐☐ 02 Nuveen CaliforniaAMT-Free Quality Municipal Income FundFund☐☐☐ 03 Nuveen California Quality Municipal Income Fund ☐☐☐ 04 Nuveen Massachusetts Quality Municipal Income FundFund☐☐☐ 05 Nuveen Michigan Quality Municipal Income Fund 06 Nuveen New Jersey Quality Municipal Income Fund 07☐☐☐ 06 Nuveen Ohio Quality Municipal Income Fund 08Fund☐☐☐ 07 Nuveen Pennsylvania Quality Municipal Income Fund 09 Nuveen Texas Quality Municipal Income Fund 1b. Election of Board Members: To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided. Class III: 01. Margo L. Cook 02. Jack B. Evans 03. Albin F. Moschner 04. William J. Schneider FOR ALL WITHHOLD ALL FOR ALL EXCEPT 01 Nuveen California Municipal Value Fund, Inc. 02 Nuveen California Municipal Value Fund 2 03 Nuveen New Jersey Municipal Value Fund 04 Nuveen Pennsylvania Municipal Value Fund☐☐☐ B Authorized Signatures —? This section must be completed for your vote to be counted.— ? Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this proxy card,Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) —? Please print date below Signature 1 —? Please keep signature within the box Signature 2 —? Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx NUV 3016631616 M xxxxxxxx
EVERY SHAREHOLDER’S VOTE IS IMPORTANT! Please detach at perforation before mailing. NUVEEN MASSACHUSETTS QUALITY MUNICIPAL INCOME FUND THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR AN ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 13, 2018 NUVEEN A TIAA Company16, 2020 PREFERRED SHARES The Annual Meeting of Shareholders will be held Tuesday,Monday, November 13, 201816, 2020 at 12:8:00 p.m.a.m. Central time in the offices of Nuveen LLC., 333 West Wacker Drive, Chicago, Illinois, 60606.virtually via live webcast. At this meeting, you will be asked to vote on the proposalelection of board members as described in the proxy statement attached. The undersigned, revoking previous proxies, hereby appoints Kevin J. McCarthy, Christopher M. Rohrbacher, Mark L. Winget and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Annual Meeting of Shareholders to be held on Tuesday,Monday, November 13, 2018,16, 2020, or any adjournment(s) thereof. WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. NMT_31616_100720_Pref WE URGE YOU TO SIGN, DATE AND MAIL THIS PROXY PROMPTLY NMT_30166_092018_Prefxxxxxxxxxxxxxx code
EVERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! Important Notice Regarding the Availability of Proxy Materials for the Nuveen Annual Meeting of Shareholders to Be Held on November 13, 2018.16, 2020. The Joint Proxy Statement for this meeting is available at: http://www.nuveenproxy.com/Closed-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 Annual Meeting or any adjournment(s) thereof. Properly executed proxies will be voted as specified. If no other specification is made, such shares will be voted “FOR” the proposal. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒X A Proposal 1a.1. Election of Board Members: Class III:II Preferred Shares Only: FOR ALL WITHHOLD ALL FOR ALL EXCEPT 01. Margo L. CookJohn K. Nelson 04. William C. Hunter 02. Jack B. EvansTerence J. Toth 05. William J. Schneider 03. Albin F. Moschner 03. Robert L. Young INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below. B Authorized Signatures —This? This section must be completed for your vote to be counted.—? Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) —Please? Please print date below Signature 1—1 ? Please keep signature within the box Signature 2 —? Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx NMT 3016631616 M xxxxxxxx FOR WITHHOLD FOR ALL ALL ALL EXCEPT ☐☐☐ / /