Loading...
Docoh

Nuveen Missouri Quality Municipal Income Fund (NOM)

Filed: 24 Feb 22, 5:17pm

 

 

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 Missouri Quality Municipal Income Fund (NOM)
(Name of Registrant as Specified In Its Charter)
        
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
 No fee required.
 Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 1) 

Title of each class of securities to which transaction applies:

 

 

  

 

 2) 

Aggregate number of securities to which transaction applies:

 

 

  

 

 3) 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

  

 

 4) 

Proposed maximum aggregate value of transaction:

 

 

  

 

 5) Total fee paid:
      
  

 

 Fee paid previously with preliminary materials.
 Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 1) 

Amount Previously Paid:

 

 

  

 

 2) 

Form, Schedule or Registration Statement No.:

 

 

  

 

 3) 

Filing Party:

 

 

  

 

 4) 

Date Filed:

 

 

  

 

 

 

 


Notice of Annual Meeting of Shareholders to be held on April 8, 2022  

333 West Wacker Drive

Chicago, Illinois 60606

(800) 257-8787

 

February 24, 2022

Nuveen Core Equity Alpha Fund (JCE)

Nuveen Core Plus Impact Fund (NPCT)

Nuveen Corporate Income 2023 Target Term Fund (JHAA)

Nuveen Credit Opportunities 2022 Target Term Fund (JCO)

Nuveen Credit Strategies Income Fund (JQC)

Nuveen Dow 30SM Dynamic Overwrite Fund (DIAX)

Nuveen Emerging Markets Debt 2022 Target Term Fund (JEMD)

Nuveen Floating Rate Income Fund (JFR)

Nuveen Floating Rate Income Opportunity Fund (JRO)

Nuveen Georgia Quality Municipal Income Fund (NKG)

Nuveen Global High Income Fund (JGH)

Nuveen Intermediate Duration Municipal Term Fund (NID)

Nuveen Intermediate Duration Quality Municipal Term Fund (NIQ)

Nuveen Minnesota Quality Municipal Income Fund (NMS)

Nuveen Missouri Quality Municipal Income Fund (NOM)

Nuveen Mortgage and Income Fund (JLS)

Nuveen Multi-Asset Income Fund (NMAI)

Nuveen Multi-Market Income Fund (JMM)

Nuveen Municipal Credit Opportunities Fund (NMCO)

Nuveen NASDAQ 100 Dynamic Overwrite Fund (QQQX)

Nuveen Preferred & Income Opportunities Fund (JPC)

Nuveen Preferred & Income Securities Fund (JPS)

Nuveen Preferred and Income Term Fund (JPI)

Nuveen Preferred and Income 2022 Term Fund (JPT)

Nuveen Real Asset Income and Growth Fund (JRI)

Nuveen Real Estate Income Fund (JRS)

Nuveen S&P 500 Buy-Write Income Fund (BXMX)

Nuveen S&P 500 Dynamic Overwrite Fund (SPXX)

Nuveen Senior Income Fund (NSL)

Nuveen Short Duration Credit Opportunities Fund (JSD)

Nuveen Virginia Quality Municipal Income Fund (NPV)


To the Shareholders of the Above Funds:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen Core Equity Alpha Fund (“Core Equity Alpha”), Nuveen Core Plus Impact Fund (“Core Plus Impact”), Nuveen Corporate Income 2023 Target Term Fund (“Corporate Income 2023”), Nuveen Credit Opportunities 2022 Target Term Fund (“Credit Opportunities 2022”), Nuveen Credit Strategies Income Fund (“Credit Strategies”), Nuveen Dow 30SM Dynamic Overwrite Fund (“Dow Dynamic Overwrite”), Nuveen Emerging Markets Debt 2022 Target Term Fund (“Emerging Markets Debt”), Nuveen Floating Rate Income Fund (“Floating Rate Income”), Nuveen Floating Rate Income Opportunity Fund (“Floating Rate Opportunity”), Nuveen Georgia Quality Municipal Income Fund (“Georgia Municipal”), Nuveen Global High Income Fund (Global High Income”), Nuveen Intermediate Duration Municipal Term Fund (“Intermediate Duration”), Nuveen Intermediate Duration Quality Municipal Term Fund (“Intermediate Duration Quality”), Nuveen Minnesota Quality Municipal Income Fund (“Minnesota Municipal”), Nuveen Missouri Quality Municipal Income Fund (“Missouri Municipal”), Nuveen Mortgage and Income Fund (“Mortgage & Income”), Nuveen Multi-Asset Income Fund (“Multi-Asset Income”), Nuveen Multi-Market Income Fund (“Multi-Market Income”), Nuveen Municipal Credit Opportunities Fund (“Municipal Credit Opportunities”), Nuveen NASDAQ 100 Dynamic Overwrite Fund (“NASDAQ Dynamic Overwrite”), Nuveen Preferred & Income Opportunities Fund (“Preferred & Income Opportunities”), Nuveen Preferred & Income Securities Fund (“Preferred & Income Securities”), Nuveen Preferred and Income Term Fund (“Preferred & Income Term”), Nuveen Preferred and Income 2022 Term Fund (“Preferred & Income 2022”), Nuveen Real Asset Income and Growth Fund (“Real Asset”), Nuveen Real Estate Income Fund (“Real Estate Income”), Nuveen S&P 500 Buy-Write Income Fund (“S&P Buy-Write”), Nuveen S&P 500 Dynamic Overwrite Fund (“S&P Dynamic Overwrite”), Nuveen Senior Income Fund (“Senior Income”), Nuveen Short Duration Credit Opportunities Fund (“Short Duration”) and Nuveen Virginia Quality Municipal Income Fund (“Virginia Municipal”), each a Massachusetts business trust (each, a “Fund” and collectively, the “Funds”), will be held on Friday, April 8, 2022, at 2:00 p.m., Central time (for each Fund, an “Annual Meeting” and collectively, the “Annual Meetings”), for the following purposes and to transact such other business, if any, as may properly come before the Annual Meeting.

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: https://meetnow.global/MX6XKMJ at the meeting date and time described in the accompanying Joint Proxy Statement. If your shares are registered in your name, to participate in the Annual Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. If your shares are held through an intermediary, you will need to register for the Annual Meeting at least three (3) business days prior to the Annual Meeting. Instructions for registering are set forth in the enclosed Joint Proxy Statement. There is no physical location for the Annual Meeting.


Matters to Be Voted on by Shareholders:

 

1.

To elect Members to the Board of Trustees (each a “Board” and each Trustee a “Board Member”) of each Fund as outlined below:

 

 a.

For Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal, to elect five (5) Board Members.

 

 i)

three (3) Class I Board Members to be elected by the holders of Common Shares and Preferred Shares, voting together as a single class; and

 

 ii)

two (2) Board Members to be elected by the holders of Preferred Shares only, voting separately as a single class.

 

 b.

For Global High Income and Multi-Market Income, to elect four (4) Class I Board Members and three (3) Class III Board Members.

 

 c.

For each Fund (except Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Global High Income, Intermediate Duration, Intermediate Duration Quality, Minnesota Municipal, Missouri Municipal, Multi-Market Income, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal), to elect four (4) Class I Board Members.

 

2.

To transact such other business as may properly come before the Annual Meeting.

Shareholders of record at the close of business on January 18, 2022 are entitled to notice of and to vote at the Annual Meeting.

While all shareholders are cordially invited to attend the virtual Annual Meeting, we encourage you to vote your shares promptly, whether or not you plan to attend the virtual Annual Meeting in order to avoid delay and additional expense and to assure that your shares are represented. You may vote by mail, telephone or over the Internet. To vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if mailed in the United States. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote over the Internet, go to the Internet address provided on your proxy card and follow the instructions, using your proxy card as a guide.

Mark L. Winget

Vice President and Secretary


Joint Proxy Statement  

333 West Wacker Drive

Chicago, Illinois 60606

(800) 257-8787

February 24, 2022

This Joint Proxy Statement is first being mailed to shareholders on or about February 25, 2022.

Nuveen Core Equity Alpha Fund (JCE)

Nuveen Core Plus Impact Fund (NPCT)

Nuveen Corporate Income 2023 Target Term Fund (JHAA)

Nuveen Credit Opportunities 2022 Target Term Fund (JCO)

Nuveen Credit Strategies Income Fund (JQC)

Nuveen Dow 30SM Dynamic Overwrite Fund (DIAX)

Nuveen Emerging Markets Debt 2022 Target Term Fund (JEMD)

Nuveen Floating Rate Income Fund (JFR)

Nuveen Floating Rate Income Opportunity Fund (JRO)

Nuveen Georgia Quality Municipal Income Fund (NKG)

Nuveen Global High Income Fund (JGH)

Nuveen Intermediate Duration Municipal Term Fund (NID)

Nuveen Intermediate Duration Quality Municipal Term Fund (NIQ)

Nuveen Minnesota Quality Municipal Income Fund (NMS)

Nuveen Missouri Quality Municipal Income Fund (NOM)

Nuveen Mortgage and Income Fund (JLS)

Nuveen Multi-Asset Income Fund (NMAI)

Nuveen Multi-Market Income Fund (JMM)

Nuveen Municipal Credit Opportunities Fund (NMCO)

Nuveen NASDAQ 100 Dynamic Overwrite Fund (QQQX)

Nuveen Preferred & Income Opportunities Fund (JPC)

Nuveen Preferred & Income Securities Fund (JPS)

Nuveen Preferred and Income Term Fund (JPI)

Nuveen Preferred and Income 2022 Term Fund (JPT)

Nuveen Real Asset Income and Growth Fund (JRI)

Nuveen Real Estate Income Fund (JRS)

Nuveen S&P 500 Buy-Write Income Fund (BXMX)

Nuveen S&P 500 Dynamic Overwrite Fund (SPXX)

Nuveen Senior Income Fund (NSL)

Nuveen Short Duration Credit Opportunities Fund (JSD)

Nuveen Virginia Quality Municipal Income Fund (NPV)

 

1


General Information

This Joint Proxy Statement is furnished in connection with the solicitation by the Board of Trustees (each a “Board” and collectively, the “Boards,” and each Trustee, a “Board Member” and collectively, the “Board Members”) of each of Nuveen Core Equity Alpha Fund (“Core Equity Alpha”), Nuveen Core Plus Impact Fund (“Core Plus Impact”), Nuveen Corporate Income 2023 Target Term Fund (“Corporate Income 2023”), Nuveen Credit Opportunities 2022 Target Term Fund (“Credit Opportunities 2022”), Nuveen Credit Strategies Income Fund (“Credit Strategies”), Nuveen Dow 30SM Dynamic Overwrite Fund (“Dow Dynamic Overwrite”), Nuveen Emerging Markets Debt 2022 Target Term Fund (“Emerging Markets Debt”), Nuveen Floating Rate Income Fund (“Floating Rate Income”), Nuveen Floating Rate Income Opportunity Fund (“Floating Rate Opportunity”), Nuveen Georgia Quality Municipal Income Fund (“Georgia Municipal”), Nuveen Global High Income Fund (“Global High Income”), Nuveen Intermediate Duration Municipal Term Fund (“Intermediate Duration”), Nuveen Intermediate Duration Quality Municipal Term Fund (“Intermediate Duration Quality”), Nuveen Minnesota Quality Municipal Income Fund (“Minnesota Municipal”), Nuveen Missouri Quality Municipal Income Fund (“Missouri Municipal”), Nuveen Mortgage and Income Fund (“Mortgage & Income”), Nuveen Multi-Asset Income Fund (“Multi-Asset Income”), Nuveen Multi-Market Income Fund (“Multi-Market Income”), Nuveen Municipal Credit Opportunities Fund (“Municipal Credit Opportunities”), Nuveen NASDAQ 100 Dynamic Overwrite Fund (“NASDAQ Dynamic Overwrite”), Nuveen Preferred & Income Opportunities Fund (“Preferred & Income Opportunities”), Nuveen Preferred & Income Securities Fund (“Preferred & Income Securities”), Nuveen Preferred and Income Term Fund (“Preferred & Income Term”), Nuveen Preferred and Income 2022 Term Fund (“Preferred & Income 2022”), Nuveen Real Asset Income and Growth Fund (“Real Asset”), Nuveen Real Estate Income Fund (“Real Estate Income”), Nuveen S&P 500 Buy-Write Income Fund (“S&P Buy-Write”), Nuveen S&P 500 Dynamic Overwrite Fund (“S&P Dynamic Overwrite”), Nuveen Senior Income Fund (“Senior Income”), Nuveen Short Duration Credit Opportunities Fund (“Short Duration”) and Nuveen Virginia Quality Municipal Income Fund (“Virginia Municipal”), each a Massachusetts business trust (each, a “Fund” and collectively, the “Funds”), of proxies to be voted at the Annual Meeting of Shareholders to be held on Friday, April 8, 2022 at 2:00 p.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: https://meetnow.global/MX6XKMJ at the meeting date and time. If your shares are registered in your name, to participate in the Annual Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. There is no physical location for the Annual Meeting.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare. You must contact the bank or broker who holds your shares to obtain your legal proxy. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern

 

2


Time, three (3) business days prior to the meeting date. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us by emailing an image of your legal proxy to shareholdermeetings@computershare.com.

On the matters coming before each Annual Meeting as to which a choice has been specified by shareholders on the proxy, the shares will be voted accordingly. If a properly executed proxy is returned and no choice is specified, the shares will be voted FOR the election of the nominees as listed in this Joint Proxy Statement. Shareholders of a Fund who execute proxies may revoke them at any time before they are voted by filing with that Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the virtual Annual Meeting and voting at the Annual Meeting. A prior proxy can also be revoked by voting again through the toll-free number or the Internet address listed in the proxy card. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.

The Board of each Fund has determined that the use of this Joint Proxy Statement for each Annual Meeting is in the best interest of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders.

The following table indicates which shareholders are solicited with respect to each matter:

 

Matter    Common Shares(1) Preferred Shares(2)

1(a)(i)

 For Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal, election of three (3) Class I Board Members by all shareholders. X X

1(a)(ii)

 For Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal, election of two (2) Board Members by holders of Preferred Shares only.  X

1(b)

 For Global High Income and Multi-Market Income, election of four (4) Class I Board Members and three (3) Class III Board Members by all shareholders. X 

 

3


Matter    Common Shares(1) Preferred Shares(2)

1(c)

 For each Fund (except Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Global High Income, Intermediate Duration, Intermediate Duration Quality, Minnesota Municipal, Missouri Municipal, Multi-Market Income, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal), election of four (4) Class I Board Members by all shareholders. X 
(1)

Common shares of beneficial interest, $0.01 par value, of each Fund are collectively referred to herein as “Common Shares.”

(2)

Adjustable Rate MuniFund Term Preferred Shares (“AMTP Shares”) for Georgia Municipal, Intermediate Duration, Intermediate Duration Quality and Minnesota Municipal; MuniFund Preferred Shares (“MFP Shares”) for Missouri Municipal and Municipal Credit Opportunities; Taxable Fund Preferred Shares (“TFP Shares”) for Floating Rate Income, Floating Rate Opportunity, Senior Income and Short Duration; and Variable Rate Demand Preferred Shares (“VRDP Shares”) for Virginia Municipal are collectively referred to herein as “Preferred Shares.”

A quorum of shareholders is required to take action at each Annual Meeting. A majority of the shares entitled to vote at each Annual Meeting, represented in person (through participation by means of remote or “virtual” communication) or by proxy, will constitute a quorum of shareholders at that Annual Meeting, except that for the election of the two Board Member nominees by holders of Preferred Shares (for Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal), 3313% of the Preferred Shares entitled to vote and represented in person (through participation by means of remote or “virtual” communication) or by proxy will constitute a quorum. Votes cast by proxy or in person (through participation by means of remote or “virtual” communication) at each Annual Meeting will be tabulated by the inspectors of election appointed for that Annual Meeting. The inspectors of election will determine whether or not a quorum is present at the Annual Meeting. The inspectors of election will treat abstentions and “broker non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum. The proposal described in this Joint Proxy Statement is considered a “routine” matter under the rules of the New York Stock Exchange (“NYSE”), and beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their shares voted by broker-dealer firms on the proposal in the discretion of such broker-dealer firms.

Pursuant to Rule 452 of the NYSE, certain Preferred Shares held in “street name” as to which voting instructions have not been received from the beneficial owners or persons otherwise entitled to vote as of one business day before the Annual Meeting, or, if adjourned or postponed, one business day before the day to which the Annual Meeting is adjourned or postponed, may be voted by the broker on the proposal in the same proportion as the votes cast by all holders of Preferred Shares as a class who have voted on the proposal. Rule 452 permits proportionate voting of Preferred Shares with respect to a particular item if, among other things, (i) a minimum of 30% of the Preferred Shares (or shares of a series of Preferred Shares if the matter must be voted on separately by series) outstanding has been voted by the holders of such shares with respect to such item, (ii) less than 10% of the Preferred Shares (or shares

 

4


of a series of Preferred Shares if the matter must be voted on separately by series) outstanding has been voted by the holders of such shares against such item and (iii) for any proposal as to which holders of Common Shares and Preferred Shares vote as a single class, holders of Common Shares approve the proposal. For the purpose of meeting the 30% test, abstentions will be treated as shares “voted” and, for the purpose of meeting the 10% test, abstentions will not be treated as shares “voted” against the item. Rule 452 proportionate voting applies only to certain auction rate and remarketed preferred securities. AMTP Shares are not remarketed, thus the proportionate voting provisions of Rule 452 do not apply to these shares. The proportionate voting provisions of Rule 452 may apply to MFP and TFP Shares depending on their mode. The proportionate voting provisions of Rule 452 may apply to VRDP shares depending on their current rate period. The following table indicates whether the proportionate voting provision of Rule 452 apply to each series of Preferred Shares.

 

    
Fund Preferred Shares Mode(1) NYSE Rule
452 Applies?
Floating Rate Income TFP Series A Variable Rate Demand
Mode
 

Yes

Floating Rate Opportunity TFP Series A Variable Rate Mode 

No

Georgia Municipal AMTP Series 2028 N/A 

No

Intermediate Duration AMTP Series 2023 N/A 

No

Intermediate Duration Quality AMTP Series 2023 N/A 

No

Minnesota Municipal AMTP Series 2028 N/A 

No

Missouri Municipal MFP Series A Variable Rate Mode 

No

Municipal Credit Opportunities MFP Series A Variable Rate Demand
Mode
 

Yes

  MFP Series B Variable Rate Mode 

No

  MFP Series C Variable Rate Mode 

No

Senior Income TFP Series A Variable Rate Mode 

No

Short Duration TFP Series A Variable Rate Demand
Mode
 

Yes

Virginia Municipal VRDP Series 1 Special Rate VRDP 

No

 

 

(1)

As of February 15, 2022. 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.

Broker-dealers who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your shares without instruction. We urge you to provide instructions to your broker or nominee so that your votes may be counted.

For each Fund, because the number of persons nominated for election as Board Members in accordance with the Fund’s By-Laws equals the number of Board Members to be elected, the affirmative vote of a plurality (the greatest number of affirmative votes) of the shares present and entitled to vote at the Annual Meeting will be required to elect each Board Member of that Fund. For example, if there are four nominees for election to the Board and four Board Members to be elected, a vote by plurality means the four nominees with the highest number of affirmative votes, regardless of the votes withheld for the nominees, will be elected. Because the election of Board Members in this case does not require that a minimum percentage of a Fund’s outstanding Common Shares be voted in favor of any nominee, assuming the

 

5


presence of a quorum, abstentions and broker non-votes will have no effect on the outcome of the election of that Fund’s Board Members by holders of Common Shares.

Those persons who were shareholders of record at the close of business on January 18, 2022 will be entitled to one vote for each share held and a proportionate fractional vote for each fractional vote held. As of January 18, 2022, the shares of the Funds were issued and outstanding as follows:

 

    
Fund Ticker Symbol(1) Common Shares  Preferred Shares 
Core Equity Alpha JCE  16,053,666  

N/A

    
Core Plus Impact NPCT  28,755,000  

N/A

    
Corporate Income 2023 JHAA  7,826,142  

N/A

    
Credit Opportunities 2022 JCO  27,774,406  

N/A

    
Credit Strategies JQC  135,609,290  

N/A

    
Dow Dynamic Overwrite DIAX  36,366,914  

N/A

    
Emerging Markets Debt JEMD  14,248,486  

N/A

    
Floating Rate Income JFR  56,918,468  

TFP Series A

  100,000 
Floating Rate Opportunity JRO  40,541,218  

TFP Series A

  75,000 
Georgia Municipal NKG  10,399,813  

AMTP Series 2028

  585 
Global High Income JGH  23,177,393  

N/A

    
Intermediate Duration NID  46,924,069  

AMTP Series 2023

  1,750 
Intermediate Duration Quality NIQ  13,098,868  

AMTP Series 2023

  550 
Minnesota Municipal NMS  5,784,307  

AMTP Series 2028

  528 
Missouri Municipal NOM  2,348,335  

MFP Series A

  180 
Mortgage & Income JLS  5,487,440  

N/A

    
Multi-Asset Income NMAI  33,425,646  

N/A

    
Multi-Market Income JMM  9,462,351  

N/A

    
Municipal Credit Opportunities NMCO  53,317,043  

MFP Series A

  1,000 
        

MFP Series B

  2,250 
        

MFP Series C

  1,250 
NASDAQ Dynamic Overwrite QQQX  45,134,803  

N/A

    
Preferred & Income Opportunities JPC  105,063,532  

N/A

    
Preferred & Income Securities JPS  205,706,076  

N/A

    
Preferred & Income Term JPI  22,772,419  

N/A

    
Preferred & Income 2022 JPT  6,846,241  

N/A

    
Real Asset JRI  27,453,680  

N/A

    
Real Estate Income JRS  28,892,471  

N/A

    
S&P Buy-Write BXMX  104,086,837  

N/A

    
S&P Dynamic Overwrite SPXX  17,296,672  

N/A

    
Senior Income NSL  38,611,472  

TFP Series A

  40,000 
Short Duration JSD  10,085,648  

TFP Series A

  70,000 
Virginia Municipal NPV  17,914,571  

VRDP Series 1

  1,280 

 

 

(1)

The Common Shares of each Fund are listed on the NYSE, except NASDAQ Dynamic Overwrite, whose Common Shares are listed on the NASDAQ Global Select Market (“NASDAQ”).

 

6


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 Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal, each 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.

 

 (a)

For Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal:

 

 (i)

three (3) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Members Stockdale, Stone and Wolff have been designated as Class I Board Members and as nominees for Board Members for a term expiring at the 2025 annual meeting of shareholders or until their successors have been duly elected and qualified. Board Members Evans, Lancellota, Medero, Nelson, Thornton, Toth and Young are current and continuing Board Members. Board Members Lancellotta, Nelson, Toth and Young have been designated as Class II Board Members for a term expiring at the 2023 annual meeting of shareholders or until their successors have been duly elected and qualified. Board Members Evans, Medero and Thornton have been designated as Class III Board Members for a term expiring at the 2024 annual meeting of shareholders or until their successors have been duly elected and qualified.

 

 (ii)

two (2) Board Members are to be elected by holders of Preferred Shares, voting separately as a single class. Board Members Hunter and Moschner are nominees for election by holders of Preferred Shares for a term expiring at the next annual meeting or until their successors have been duly elected and qualified.

 

 (b)

For Global High Income and Multi-Market Income: seven (7) Board Members are to be elected by all shareholders. Board Members Hunter, Stockdale, Stone and Wolff have been designated as Class I Board Members and as nominees for Board Members for a term expiring at the 2025 annual meeting or until their successors have been duly elected and qualified. Board Members Evans, Moschner and Thornton have been designated as Class III Board Members and as nominees for Board Members for a term expiring at the 2024 annual meeting or until their successor have been duly elected and qualified. Board Members Lancellotta, Medero, Nelson, Toth and Young are current and continuing Board Members; Board Members Lancellota, Nelson, Toth and Young have been designated as Class II Board Members for a term expiring at the 2023 annual meeting of shareholders or until their successors have been duly elected and qualified. Board Member Medero has been designated as a Class III Board

 

7


 

Member for a term expiring at the 2024 annual meeting of shareholders or until her successor has been duly elected and qualified.

 

 (c)

For each Fund (except Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Global High Income, Intermediate Duration, Intermediate Duration Quality, Minnesota Municipal, Missouri Municipal, Multi-Market Income, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal): four (4) Board Members are to be elected by all shareholders. Board Members Hunter, Stockdale, Stone and Wolff have been designated as Class I Board Members and as nominees for Board Members for a term expiring at the 2025 annual meeting of shareholders or until their successors have been duly elected and qualified. Board Members Evans, Lancellota, Medero, Moschner, Nelson, Thornton, Toth and Young are current and continuing Board Members. Board Members Lancellotta, Nelson, Toth and Young have been designated as Class II Board Members for a term expiring at the 2023 annual meeting of shareholders or until their successors have been duly elected and qualified. Board Members Evans, Medero, Moschner and Thornton have been designated as Class III Board Members for a term expiring at the 2024 annual meeting of shareholders or until their successors have been duly elected and qualified.

It is the intention of the persons named in the enclosed proxy to vote the shares represented thereby for the election of the nominees listed in the table below unless the proxy is marked otherwise. Each of the nominees has agreed to serve as a Board Member of each Fund if elected. However, should any nominee become unable to serve or for good cause will not serve, the proxies will be voted for substitute nominees, if any, designated by that Fund’s current Board.

Class I Board Members: For each Fund except Core Plus Impact, Corporate Income 2023, Mortgage & Income, Multi-Asset Income and Municipal Credit Opportunities, Board Members Hunter, Stockdale, Stone and Wolff were last elected to the Fund’s Board as Class I Board Members at the annual meeting of shareholders held on April 10, 2019. For Mortgage & Income, Board Members Hunter, Stockdale, Stone and Wolff were last elected to the Fund’s Board as Class I Board Members at the annual meeting of shareholders held on June 27, 2019.

Class II Board Members: For each Fund except Core Plus Impact, Multi-Asset Income and Municipal Credit Opportunities, Board Members Nelson, Toth and Young were last elected to the Fund’s Board as Class II Board Members at the annual meeting of shareholders held on April 22, 2020.

Class III Board Members: For each Fund except Core Plus Impact, Global High Income, Multi-Asset Income and Multi-Market Income, Board Members Evans, Moschner and Thornton were last elected to each Fund’s Board as Class III Board Members at the annual meeting of shareholders held on April 6, 2021.

Board Members Elected by Holders of Preferred Shares: For Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal, Board Members Hunter and Moschner were last elected to each Fund’s Board at the annual meeting of shareholders held on April 6, 2021.

 

8


Board Member Appointments/Initial Elections: Board Members Lancellotta and Medero were appointed to each Fund’s Board effective June 1, 2021. For Corporate Income 2023, the appointment of Board Members Evans, Hunter, Moschner, Nelson, Stockdale, Stone, Wolff, Toth and Young was ratified and approved by the initial shareholder on December 18, 2018. For Municipal Credit Opportunities, the appointment of Board Members Evans, Hunter, Moschner, Nelson, Stockdale, Stone, Toth, Wolff and Young was ratified and approved by the initial shareholder on September 16, 2019. For Core Plus Impact, the appointment of Board Members Evans, Hunter, Moschner, Nelson, Stockdale, Stone, Thornton, Toth, Wolff and Young was ratified and approved by the initial shareholder on April 27, 2021. For Multi-Asset Income, the appointment of Board Members Evans, Hunter, Lancellotta, Medero, Moschner, Nelson, Stockdale, Stone, Thornton, Toth, Wolff and Young was ratified and approved by the initial shareholder on November 16, 2021.

Holdover Trustees: For Global High Income and Multi-Market Income (each, an “Applicable Fund”), Board Members Evans, Moschner and Thornton stood for election at the annual meeting of shareholders held on April 6, 2021 (the “2021 Shareholder Meeting”). Pursuant to Global High Income’s By-Laws, because the number of persons nominated for election as trustees at the Fund’s 2021 Shareholder Meeting exceeded the number of trustees to be elected, the affirmative vote of a majority of the shares outstanding and entitled to vote on the matter was required to elect trustees at the Fund’s 2021 Shareholder Meeting. No trustee nominee received the affirmative vote of a majority of the shares outstanding and entitled to vote on the matter at Global High Income’s 2021 Shareholder Meeting. In addition, Multi-Market Income was not able to reach a quorum at its 2021 Shareholder Meeting. As a result, the Class III Trustees continue to serve a “holdover” term as trustees of each Applicable Fund, until their successors have been duly elected and qualified. Although pursuant to each Applicable Fund’s By-Laws Class III Trustees would not next stand for election until the annual meeting of shareholders to be held in 2024, the Board has determined to cause the Class III Trustees to stand for election at each Applicable Fund’s 2022 Annual Meeting. If elected at an Applicable Fund’s 2022 Annual Meeting, the Class III Trustees will serve for the remainder of the term of the Class III Trustees, expiring at the annual meeting of shareholders to be held in 2024 or until their successors have been duly elected and qualified.

All Board Member nominees and current and continuing Board Members are not “interested persons,” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), of the Funds or Nuveen Fund Advisors, LLC (the “Adviser”) and have never been an employee or director of Nuveen, LLC (“Nuveen”), the Adviser’s parent company, or any affiliate. Accordingly, such Board Members are deemed “Independent Board Members.”

The Board unanimously recommends that shareholders vote FOR the election of the nominees.

 

9


Board Members/Nominees

 

      

Name, Business Address

and Year of Birth

 Position(s)
Held with
Fund
 Term of Office
and Length of
Time Served
with Funds in
the Fund
Complex(1)
  Principal Occupation(s)
During Past Five Years
 Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member
 Other
Directorships
Held by
Board
Member
During the
Past Five
Years
Board Members/Nominees who are not “interested persons” of the Funds
Terence J. Toth
c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606
1959
 Chair of the Board; Board Member 

Term: Class II Board Member until 2023 annual shareholder meeting

 

Length of Service: Since 2008, Chair of the Board since July 2018

  Formerly, Co-Founding Partner, Promus Capital (investment advisory firm) (2008-2017); formerly, Director of Quality Control Corporation (manufacturing) (2012-2021); formerly, Director of Fulcrum IT Services LLC (information technology services firm to government entities) (2010-2019); formerly, Director, LogicMark LLC (health services) (2012-2016); formerly, Director, Legal & General Investment Management America, Inc. (asset management) (2008-2013); formerly, CEO and President, Northern Trust Global Investments (financial services) (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (financial services) (since 1994); Chair of the Board of the Kehrein Center for the Arts (philanthropy) (since 2021); Member of Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (philanthropy) (since 2012) and is Chair of its Investment Committee; formerly, Member, Chicago Fellowship Board (philanthropy) (2005-2016); formerly, Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004). 142 None

 

10


      
Name, Business Address
and Year of Birth
 Position(s)
Held with
Fund
 Term of Office
and Length of
Time Served
with Funds in
the Fund
Complex(1)
  Principal Occupation(s)
During Past Five Years
 Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member
 Other
Directorships
Held by
Board
Member
During the
Past Five
Years
Jack B. Evans
c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606
1948
 Board Member 

Term: Class III Board Member until 2024 annual shareholder meeting

 

Length of Service: Since 1999

  Chairman (since 2019), formerly, President (1996-2019), The Hall-Perrine Foundation (private philanthropic corporation); Life Trustee of Coe College; formerly, Director, Public Member, American Board of Orthopaedic Surgery (2015-2020); Director (1997-2003) Federal Reserve Bank of Chicago; President and Chief Operating Officer (1972-1995), SCI Financial Group, Inc. (regional financial services firm); Member and President Pro Tem of the Board of Regents for the State of Iowa University System (2007-2013); Director (1996-2015), The Gazette Company (media and publishing). 142 Formerly, Director and Chairman (2009-2021), United Fire Group, a publicly held company; Director (2000-2004), Alliant Energy.
William C. Hunter
c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606
1948
 Board Member 

Term: Annual or Class I Board Member until 2022 annual shareholder meeting

 

Length of Service: Since 2004

  Dean Emeritus, formerly, Dean (2006-2012), Tippie College of Business, University of Iowa; past Director (2005-2015) and past President (2010-2014) of 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 (2003-2006), School of Business at the University of Connecticut; previously, Senior Vice President and Director of Research (1995-2003) at the Federal Reserve Bank of Chicago. 142 Director (since 2009) of Wellmark, Inc.; formerly, Director (2004-2018) of Xerox Corporation.

 

11


      

Name, Business Address

and Year of Birth

 Position(s)
Held with
Fund
 Term of Office
and Length of
Time Served
with Funds in
the Fund
Complex(1)
  Principal Occupation(s)
During Past Five Years
 Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member
 Other
Directorships
Held by
Board
Member
During the
Past Five
Years

Amy B. R. Lancellotta(2)

c/o Nuveen

333 West Wacker Drive
Chicago, IL 60606

1959

 Board Member 

Term: Class II Board Member until 2023 annual shareholder meeting

 

Length of Service: Since 2021

  Formerly, Managing Director, Independent Directors Council (IDC) (supports the fund independent director community and is part of the Investment Company Institute (ICI), which represents regulated investment companies) (2006-2019); formerly, various positions with ICI (1989-2006); Member of the Board of Directors, Jewish Coalition Against Domestic Abuse (JCADA) (since 2020). 142 None

Joanne T. Medero(2)

c/o Nuveen

333 West Wacker Drive
Chicago, IL 60606

1954

 Board Member 

Term: Class III Board Member until 2024 annual shareholder meeting

 

Length of Service: Since 2021

  Formerly, Managing Director, Government Relations and Public Policy (2009-2020) and Senior Advisor to the Vice Chairman (2018-2020), BlackRock, Inc. (global investment management firm); formerly, Managing Director, Global Head of Government Relations and Public Policy, Barclays Group (IBIM) (investment banking, investment management and wealth management businesses) (2006-2009); formerly, Managing Director, Global General Counsel and Corporate Secretary, Barclays Global Investors (global investment management firm) (1996-2006); formerly, Partner, Orrick, Herrington & Sutcliffe LLP (law firm) (1993-1995); formerly, General Counsel, Commodity Futures Trading Commission (government agency overseeing U.S. derivatives markets) (1989-1993); formerly, Deputy Associate Director/Associate Director for Legal and Financial Affairs, Office of Presidential Personnel, The White House (1986-1989); Member of the Board of Directors, Baltic-American Freedom Foundation (seeks to provide opportunities for citizens of the Baltic states to gain education and professional development through exchanges in the U.S.) (since 2019). 142 None

 

12


      
Name, Business Address
and Year of Birth
 Position(s)
Held with
Fund
 Term of Office
and Length of
Time Served
with Funds in
the Fund
Complex(1)
  Principal Occupation(s)
During Past Five Years
 Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member
 Other
Directorships
Held by
Board
Member
During the
Past Five
Years
Albin F. Moschner
c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606
1952
 Board Member 

Term: Annual or Class III Board Member until 2024 annual shareholder meeting

 

Length of Service: Since 2016

  Founder and Chief Executive Officer, Northcroft Partners, LLC (management consulting) (since 2012); previously, held positions at Leap Wireless International, Inc. (consumer wireless services), including Consultant (2011-2012), Chief Operating Officer (2008-2011) and Chief Marketing Officer (2004-2008); formerly, President, Verizon Card Services division of Verizon Communications, Inc. (telecommunications services) (2000-2003); formerly, President, One Point Services at One Point Communications (telecommunications services) (1999-2000); formerly, Vice Chairman of the Board, Diba, Incorporated (internet technology provider) (1996-1997); formerly, various executive positions (1991-1996), including Chief Executive Officer (1995-1996) of Zenith Electronics Corporation (consumer electronics). 142 Formerly, Chairman (2019) and Director (2012-2019), USA Technologies, Inc., a provider of solutions and services to facilitate electronic payment transactions; formerly, Director, Wintrust Financial Corporation (1996-2016).

 

13


      
Name, Business Address
and Year of Birth
 Position(s)
Held with
Fund
 Term of Office
and Length of
Time Served
with Funds in
the Fund
Complex(1)
  Principal Occupation(s)
During Past Five Years
 Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member
 Other
Directorships
Held by
Board
Member
During the
Past Five
Years
John K. Nelson
c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606
1962
 Board Member 

Term: Class II Board Member until 2023 annual shareholder meeting

 

Length of Service: Since 2013

  Member of Board of Directors of Core12 LLC (private firm which develops branding, marketing and communications strategies for clients) (since 2008) served on The President’s Council of Fordham University (2010-2019) and previously 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); former Chair of the Board of Trustees of Marian University (2010-2014 as trustee, 2011-2014 as Chair); formerly Chief Executive Officer of ABN AMRO Bank N.V., North America, and Global Head of the Financial Markets Division (2007-2008), with various executive leadership roles in ABN AMRO Bank N.V. between 1996 and 2007. 142 None

 

14


      
Name, Business Address
and Year of Birth
 Position(s)
Held with
Fund
 Term of Office
and Length of
Time Served
with Funds in
the Fund
Complex(1)
  Principal Occupation(s)
During Past Five Years
 Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member
 Other
Directorships
Held by
Board
Member
During the
Past Five
Years
Judith M. Stockdale
c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606
1947
 Board Member 

Term: Class I Board Member until 2022 annual shareholder meeting

 

Length of Service: Since 1997

  Board Member of the Land Trust Alliance (national public charity addressing natural land and water conservation in the U.S.) (since 2013); formerly, Board Member of the U.S. Endowment for Forestry and Communities (national endowment addressing forest health, sustainable forest production and markets, and economic health of forest-reliant communities in the U.S.) (2013-2019); formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation (private foundation endowed to support both natural land conservation and artistic vitality); prior thereto, Executive Director, Great Lakes Protection Fund (endowment created jointly by seven of the eight Great Lake states’ Governors to take a regional approach to improving the health of the Great Lakes) (1990-1994). 142 None
Carole E. Stone
c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606
1947
 Board Member 

Term: Class I Board Member until 2022 annual shareholder meeting

 

Length of Service: Since 2007

  Former Director, Chicago Board Options Exchange (2006-2017) and C2 Options Exchange, Incorporated (2009-2017); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010). 142 Formerly, Director, Cboe Global Markets, Inc. (2010-2020) (formerly named CBOE Holdings, Inc.).

 

15


      
Name, Business Address
and Year of Birth
 Position(s)
Held with
Fund
 Term of Office
and Length of
Time Served
with Funds in
the Fund
Complex(1)
  Principal Occupation(s)
During Past Five Years
 Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member
 Other
Directorships
Held by Board
Member
During the
Past Five
Years
Matthew Thornton III
c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606
1958
 Board Member 

Term: Class III Board Member until 2024 annual shareholder meeting

 

Length of Service: Since 2020

  Formerly, Executive Vice President and Chief Operating Officer (2018-2019), FedEx Freight Corporation, a subsidiary of FedEx Corporation (“FedEx”) (provider of transportation, e-commerce and business services through its portfolio of companies); formerly, Senior Vice President, U.S. Operations (2006-2018), Federal Express Corporation, a subsidiary of FedEx; formerly, Member of the Board of Directors (2012-2018), Safe Kids Worldwide® (non-profit organization dedicated to preventing childhood injuries). 142 Member of the Board of Directors (since 2014), The Sherwin-Williams Company (develops, manufactures, distributes and sells paints, coatings and related products); Member of the Board of Directors (since 2020), Crown Castle International (provider of communications infrastructure).
Margaret L. Wolff
c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606
1955
 Board Member 

Term: Class I Board Member until 2022 annual shareholder meeting

 

Length of Service: Since 2016

  Formerly, Of Counsel (2005-2014), Skadden, Arps, Slate, Meagher & Flom LLP (Mergers & Acquisitions Group) (legal services); 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 (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. 142 Formerly, Member of the Board of Directors (2013-2017) of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each, a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.).

 

16


      
Name, Business Address
and Year of Birth
 Position(s)
Held with
Fund
 Term of Office
and Length of
Time Served
with Funds in
the Fund
Complex(1)
  Principal Occupation(s)
During Past Five Years
 Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member
 Other
Directorships
Held by Board
Member
During the
Past Five
Years
Robert L. Young
c/o Nuveen
333 West Wacker Drive Chicago, IL 60606
1963
 Board Member 

Term: Class II Board Member until 2023 annual shareholder meeting

 

Length of Service: Since 2017

  Formerly, Chief Operating Officer and Director, J.P. Morgan Investment Management Inc. (financial services) (2010-2016); formerly, President and Principal Executive Officer (2013-2016), and Senior Vice President and Chief Operating Officer (2005-2010), of J.P. Morgan Funds; formerly, Director and various officer positions for J.P. Morgan Investment Management Inc. (formerly, JPMorgan Funds Management, Inc. and formerly, One Group Administrative Services) and JPMorgan Distribution Services, Inc. (financial services) (formerly, One Group Dealer Services, Inc.) (1999-2017). 142 None

 

 

(1)

Length of Time Served indicates the year in which the individual became a Board Member of a fund in the Nuveen fund complex.

(2)

Board Members Lancellotta and Medero were appointed to the Board of each Fund effective June 1, 2021.

Board Member Investments in the Funds

In order to create an appropriate identity of interests between Board Members and shareholders, the Boards of Trustees of the Nuveen funds have adopted a governance principle pursuant to which each Board Member is expected to invest, either directly or on a deferred basis, at least the equivalent of one year of compensation in the funds in the Nuveen fund complex.

The dollar range of equity securities beneficially owned by each Board Member in each Fund and all Nuveen funds overseen by the Board Member as of December 31, 2021 is set forth in Appendix A. The number of shares of each Fund beneficially owned by each Board Member and by the Board Members and officers of the Funds as a group as of December 31, 2021 is also set forth in Appendix A. As of January 18, 2022, each Board Member’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of the Fund. As of January 18, 2022, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund.

 

17


Compensation

Effective January 1, 2022, Independent Board Members receive a $205,000 annual retainer, increased from $200,000 as of January 1, 2021, plus; (a) a fee of $7,000 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled Board meetings where in-person attendance is required and $3,000, increased from $2,000 as of January 1, 2021, per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance is required and $2,250, increased from $2,000 as of January 1, 2021, per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (d) a fee of $5,000 per meeting for attendance in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (e) a fee of $1,250, increased from $1,000 as of January 1, 2021, per meeting for attendance in person or by telephone at Dividend Committee meetings; (f) a fee of $500 per meeting for attendance in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) where in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required, and $100 per meeting when the Executive Committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings; provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held; and (g) a fee of $2,500 per meeting for attendance in person or by telephone at Closed-End Funds Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held. In addition to the payments described above, the Chair of the Board receives $125,000, increased from $100,000 as of January 1, 2021, and the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Nominating and Governance Committee and the Closed-End Funds Committee receive $20,000, increased from $15,000 as of January 1, 2021, each as additional retainers. Independent Board Members also receive a fee of $3,500 per day for site visits to entities that provide services to the Nuveen funds on days on which no Board meeting is held. When ad hoc committees are organized, the Nominating and Governance Committee will at the time of formation determine compensation to be paid to the members of such committee; however, in general, such fees will be $1,000 per meeting for attendance in person or by telephone at ad hoc committee meetings where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses are allocated among the Nuveen funds on the basis of relative net assets, although management may, in its discretion, establish a minimum amount to be allocated to each fund. 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.

 

18


The Funds do not have retirement or pension plans. Certain Nuveen funds (the “Participating Funds”) are investment options under 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. The Funds’ Chief Compliance Officer’s (“CCO”) compensation, which is composed of base salary and incentive compensation, is paid by the Adviser, with review and input by the Board. The Funds reimburse the Adviser for an allocable portion of the Adviser’s cost of the CCO’s incentive compensation.

 

19


The table below shows, for each Independent Board Member, 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
  Amy B.R.
Lancellotta(1)
  Joanne T.
Medero(1)
  Albin F.
Moschner
  John K.
Nelson
  Judith M.
Stockdale
  Carole
E. Stone
  Matthew
Thornton III
  Terence
J. Toth
  Margaret
L. Wolff
  Robert L.
Young
 

Core Equity Alpha

 $638  $774  $183  $183  $781  $693  $652  $676  $544  $797  $805  $643 

Core Plus Impact

  771   940   463   463   1,059   790   777   785   717   1,012   1,080   1,032 

Corporate Income 2023

  241   298   62   62   300   257   242   242   194   294   293   293 

Credit Opportunities 2022

  705   863   162   162   868   746   722   722   558   860   889   702 

Credit Strategies

  3,738   3,776   159   159   3,764   4,104   3,849   3,952   2,283   4,638   3,842   4,021 

Dow Dynamic Overwrite

  1,567   1,902   439   439   1,918   1,702   1,602   1,661   1,332   1,959   1,976   1,570 

Emerging Markets Debt

  349   430   89   89   432   384   350   363   295   438   425   422 

Floating Rate Income

  2,248   2,271   99   99   2,364   2,468   2,314   2,377   1,395   2,893   2,415   2,415 

Floating Rate Opportunity

  1,586   1,602   70   70   1,697   1,741   1,632   1,677   984   2,070   1,735   1,704 

Georgia Municipal

  558   584   122   122   570   627   569   573   200   689   561   562 

Global High Income

  1,957   1,985   319   319   1,994   2,079   1,988   2,052   1,752   2,274   2,595   1,076 

Intermediate Duration

  2,278   2,359   539   539   2,305   2,537   2,421   2,378   821   2,790   2,385   2,512 

Intermediate Duration Quality

  667   698   152   152   682   750   681   686   241   825   671   672 

Minnesota Municipal

  382   400   80   80   390   430   390   393   138   472   384   385 

Missouri Municipal

  137   143   29   29   140   154   140   141   49   169   138   138 

Mortgage & Income

  386   395   98   98   398   423   396   411   327   481   409   320 

Multi-Asset Income

  3,083   2,540   543   543   3,557   3,261   3,203   3,240   2,764   2,574   2,634   2,079 

Multi-Market Income

  267   280   59   59   274   301   272   275   97   332   269   270 

Municipal Credit Opportunities

  2,965   3,002   732   732   3,024   3,216   3,100   3,151   2,485   3,652   3,088   2,457 

NASDAQ Dynamic Overwrite

  2,932   3,555   880   880   3,587   3,177   2,997   3,106   2,501   3,661   3,698   2,976 

Preferred & Income Opportunities

  3,883   3,920   171   171   3,909   4,261   3,996   4,105   2,404   4,819   3,987   4,170 

Preferred & Income Securities

  7,723   7,798   337   337   7,775   8,475   7,950   8,164   4,760   9,584   7,933   8,299 

Preferred & Income Term

  2,085   2,106   93   93   2,099   2,288   2,146   2,204   1,293   2,589   2,141   2,239 

 

20


Aggregate Compensation from the Funds(*) 
Fund Name Jack B.
Evans
  William C.
Hunter
  Amy B.R.
Lancellotta(1)
  Joanne T.
Medero(1)
  Albin F.
Moschner
  John K.
Nelson
  Judith M.
Stockdale
  Carole
E. Stone
  Matthew
Thornton III
  Terence
J. Toth
  Margaret
L. Wolff
  Robert L.
Young
 

Preferred & Income 2022

 $501  $511  $23  $23  $509  $538  $502  $502  $290  $612  $497  $497 

Real Asset

  1,489   1,824   384   384   1,835   1,626   1,524   1,580   1,262   1,851   1,892   1,493 

Real Estate Income

  1,033   1,263   293   293   1,273   1,124   1,056   1,094   883   1,283   1,312   1,051 

S&P Buy-Write

  3,720   4,515   1,063   1,063   4,552   4,037   3,804   3,942   3,159   4,647   4,694   3,747 

S&P Dynamic Overwrite

  732   888   214   214   896   794   749   776   624   915   924   739 

Senior Income

  895   904   40   40   906   982   921   946   555   1,116   924   961 

Short Duration

  594   600   26   26   698   652   611   628   369   838   610   638 

Virginia Municipal

  1,083   1,122   233   233   1,096   1,206   1,151   1,130   387   1,325   1,134   1,195 

Total Compensation from Nuveen Funds Paid to Board Members

 $408,231  $415,750  $117,500  $117,500  $420,050  $434,500  $416,252  $420,404  $335,500  $499,050  $425,836  $350,055 

 

(1)

Board Members Lancellotta and Medero were appointed to the Board of each Fund effective June 1, 2021.

(*)

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:

 

21


Fund Name Jack B.
Evans
  William C.
Hunter
  Amy B.R.
Lancellotta(1)
  Joanne T.
Medero(1)
  Albin F.
Moschner
  John K.
Nelson
  Judith M.
Stockdale
  Carole
E. Stone
  Matthew
Thornton III
  Terence
J. Toth
  Margaret
L. Wolff
  Robert L.
Young
 

Core Equity Alpha

 $59  $  $  $  $  $  $295  $183  $  $  $268  $643 

Core Plus Impact

  80                  402   212         353   1,032 

Corporate Income 2023

                                    

Credit Opportunities 2022

  63                  316   195         296   702 

Credit Strategies

  307                  1,517   1,069         1,251   4,021 

Dow Dynamic Overwrite

  144                  722   449         658   1,570 

Emerging Markets Debt

                                    

Floating Rate Income

  186                  918   642         787   2,415 

Floating Rate Opportunity

  131                  648   453         566   1,704 

Georgia Municipal

                                    

Global High Income

  184                  920   552         868   1,076 

Intermediate Duration

  161                  829   639         797   2,512 

Intermediate Duration Quality

                                    

Minnesota Municipal

                                    

Missouri Municipal

                                    

Mortgage & Income

  35                  177   111         136   320 

Multi-Asset Income

  301                  1,535   886         876   2,079 

Multi-Market Income

                                    

Municipal Credit Opportunities

  293                  1,433   873         1,014   2,457 

NASDAQ Dynamic Overwrite

  270                  1,359   840         1,231   2,976 

Preferred & Income Opportunities

  321                  1,583   1,109         1,297   4,170 

Preferred & Income Securities

  637                  3,142   2,207         2,581   8,299 

Preferred & Income Term

  172                  851   596         696   2,239 

Preferred & Income 2022

                                    

Real Asset

  135                  681   426         629   1,493 

Real Estate Income

  95                  477   295         436   1,051 

 

22


Fund Name Jack B.
Evans
  William C.
Hunter
  Amy B.R.
Lancellotta(1)
  Joanne T.
Medero(1)
  Albin F.
Moschner
  John K.
Nelson
  Judith M.
Stockdale
  Carole
E. Stone
  Matthew
Thornton III
  Terence
J. Toth
  Margaret
L. Wolff
  Robert L.
Young
 

S&P Buy-Write

 $341  $  $  $  $  $  $1,715  $1,066  $  $  $1,563  $3,747 

S&P Dynamic Overwrite

  67                  338   210         308   739 

Senior Income

  74                  365   256         301   961 

Short Duration

  49                  243   170         198   638 

Virginia Municipal

  76                  393   304         379   1,195 

 

23


Board Leadership Structure and Risk Oversight

The Board of each Fund oversees the operations and management of the Fund, including the duties performed for the Fund by the Adviser. The Board has adopted a unitary board structure. A unitary board consists of one group of 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, diversity (including, among other things, gender, race and ethnicity), independence and experience to oversee the Funds’ business. With this overall framework in mind, when the Board, through its Nominating and Governance Committee discussed below, seeks nominees for the Board, the Board Members consider not only the candidate’s particular background, skills and experience, among other things, but also whether such background, skills and experience enhance the Board’s diversity and at the same time complement the Board given its current composition and the mix of skills and experiences of the incumbent Board Members. The Nominating and Governance Committee believes that the Board generally benefits from diversity of background (including, among other things, gender, race and ethnicity), skills, experience and views among Board Members, and considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy on diversity or any particular definition of diversity.

The Board believes the unitary board structure enhances good and effective governance, particularly given the nature of the structure of the investment company complex. Funds in the same complex generally are served by the same service providers and personnel and are governed by the same regulatory scheme which raises common issues that must be addressed by the Board Members across the fund complex (such as compliance, valuation, liquidity, brokerage, trade allocation and risk management). The Board believes it is more efficient to have a single board review and oversee common policies and procedures which increases the Board’s knowledge and expertise with respect to the many aspects of fund operations that are complex-wide in nature. The unitary structure also enhances the Board’s influence and oversight over the Adviser and other service providers.

In an effort to enhance the independence of the Board, the Board also has a Chair who is an Independent Board Member. The Board recognizes that a chair can perform an important role in setting the agenda for the Board, establishing the boardroom culture, establishing a point person on behalf of the Board for Fund management and reinforcing the Board’s focus on the long-term interests of shareholders. The Board recognizes that a chair may be able to better perform these functions without any conflicts of interests arising from a position with Fund management. Accordingly, the Board Members have elected Mr. Toth as the independent Chair of the Board. Pursuant to the Fund’s By-Laws, the Chair shall perform all duties incident to the office of Chair of the Board and such other duties as from time to time may be assigned to him or her by the Board Members or the By-Laws.

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 matters relating to valuation and compliance to certain committees (as summarized below) as

 

24


well as certain aspects of investment risk. In addition, the Board believes that the periodic rotation of Board Members among the different committees allows the Board Members to gain additional and different perspectives of a Fund’s operations. The Board has established six standing committees: the Executive Committee, the Dividend Committee, the Audit Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Nominating and Governance Committee and the Closed-End Funds Committee. The Board may also from time to time create ad hoc committees to focus on particular issues as the need arises. The membership and functions of the standing committees are summarized below.

Executive Committee. The Executive Committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board. The members of the Executive Committee are Mr. Toth, Chair, Ms. Wolff and Mr. Young. The number of Executive Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

Dividend Committee. The Dividend Committee is authorized to declare distributions on each Fund’s shares, including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The Dividend Committee operates under a written charter adopted and approved by the Board. The members of the Dividend Committee are Mr. Young, Chair, Mr. Moschner, Mr. Nelson and Mr. Thornton. The number of Dividend Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

Audit Committee. The Board has an Audit Committee, in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (“1934 Act”), that is composed of Independent Board Members who are also “independent” as that term is defined in the listing standards pertaining to closed-end funds of the NYSE or NASDAQ, as applicable. The Audit Committee assists the Board in: the oversight and monitoring of the accounting and 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 and reviews annual and semi-annual reports and has regular meetings with the external auditors for the Funds and the internal audit group at Nuveen. The Audit Committee also may review, in a general manner, the processes the Board or other Board committees have in place with respect to risk assessment and risk management as well as compliance with legal and regulatory matters relating to the Funds’ financial statements. The Audit Committee operates under a written Audit Committee Charter (the “Charter”) adopted and approved by the Board, which Charter conforms to the

 

25


listing standards of the NYSE or NASDAQ, as applicable. Members of the Audit Committee are independent (as set forth in the Charter) and free of any relationship that, in the opinion of the Board Members, would interfere with their exercise of independent judgment as an Audit Committee member. The members of the Audit Committee are Ms. Stone, Chair, Mr. Evans, Mr. Moschner, Mr. Nelson, Ms. Stockdale and Mr. Young, each of whom is an Independent Board Member of the Funds. A copy of the Charter is available at https://www.nuveen.com/fund-governance. The number of Audit Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

Compliance, Risk Management and Regulatory Oversight Committee. The Compliance, Risk Management and Regulatory Oversight Committee (the “Compliance Committee”) is responsible for the oversight of compliance issues, risk management and other regulatory matters affecting the Funds that are not otherwise under or within the jurisdiction of the other committees. The Board has adopted and periodically reviews policies and procedures designed to address the Funds’ compliance and risk matters. As part of its duties, the Compliance Committee: reviews the policies and procedures relating to compliance matters and recommends modifications thereto as necessary or appropriate to the full Board; develops new policies and procedures as new regulatory matters affecting the Funds arise from time to time; evaluates or considers any comments or reports from examinations from regulatory authorities and responses thereto; and performs any special reviews, investigations or other oversight responsibilities relating to risk management, compliance and/or regulatory matters as requested by the Board.

In addition, the Compliance Committee is responsible for risk oversight, including, but not limited to, the oversight of risks related to investments and operations. Such risks include, among other things, exposures to: particular issuers, market sectors, or types of securities; risks related to product structure elements, such as leverage; and techniques that may be used to address those risks, such as hedging and swaps. In assessing issues brought to the Compliance Committee’s attention or in reviewing a particular policy, procedure, investment technique or strategy, the Compliance Committee evaluates the risks to the Funds in adopting a particular approach or resolution compared to the anticipated benefits to the Funds and their shareholders.

In fulfilling its obligations, the Compliance Committee meets on a quarterly basis, and at least once a year in person. The Compliance Committee receives written and oral reports from the Funds’ 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 oversight 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 oversight 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 Ms. Wolff, Chair, Dr. Hunter, Ms. Lancellotta, Ms. Medero, Mr. Nelson, Mr. Thornton and Mr. Toth. The number of Compliance Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

 

26


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 Board and committee structures have been developed over the years and the Nominating and Governance Committee believes these structures have 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 meetings with internal and external sub-advisers and service providers) and, if qualifying as an Independent Board Member candidate, independence from the Adviser, sub-advisers, underwriters or other service providers, including any affiliates of these entities. These skill and experience requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills, diversity and experience, in the aggregate. Accordingly, the particular factors considered and weight given to these factors will depend on the composition of the Board and the skills and backgrounds of the incumbent Board Members at the time of consideration of the nominees. All candidates, however, must meet high expectations of personal integrity, independence, governance experience and professional competence. All candidates must be willing to be critical within the Board and with management and yet maintain a collegial and collaborative manner toward other Board Members. The Nominating and Governance Committee operates under a written charter adopted and approved by the Board, a copy of which is available on the Funds’ website at https://www.nuveen.com/fund-governance, and is composed entirely of Independent Board Members, who are also

 

27


“independent” as defined by NYSE or NASDAQ listing standards, as applicable. The members of the Nominating and Governance Committee are Mr. Toth, Chair, Mr. Evans, Dr. Hunter, Ms. Lancellotta, Ms. Medero, Mr. Moschner, Mr. Nelson, Ms. Stockdale, Ms. Stone, Mr. Thornton, Ms. Wolff and Mr. Young. The number of Nominating and Governance Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

Closed-End Funds Committee. The Closed-End Funds Committee was established by the Board in 2012 and is responsible for assisting the Board in the oversight and monitoring of the Nuveen funds that are registered as closed-end management investment companies (“Closed-End Funds”). The Closed-End Funds Committee may review and evaluate matters related to the formation and the initial presentation to the Board of any new Closed-End Fund and may review and evaluate any matters relating to any existing Closed-End Fund. The Closed-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 by the Nuveen closed-end funds, including the Funds. 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 the Closed-End Funds Committee are Mr. Evans, Chair, Dr. Hunter, Ms. Lancellotta, Mr. Nelson, Mr. Toth and Ms. Wolff. The number of Closed-End Funds Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

Board Member Attendance. The number of regular quarterly meetings and special meetings held by the Board of each Fund during the Fund’s last fiscal year is shown in Appendix C. During the last fiscal year, each Board Member attended 75% or more of each Fund’s Board meetings and the committee meetings (if a member thereof) held during the period for which such Board Member was a Board Member. The policy of the Board relating to attendance by Board Members at annual meetings of shareholders of the Funds and the number of Board Members who attended the last annual meeting of shareholders of each Fund is posted on the Funds’ website at https://www.nuveen.com/fund-governance.

Board Diversification and Board Member Qualifications. In determining that a particular Board Member was qualified to serve on the Board, the Board considered each Board Member’s background, skills, experience and other attributes in light of the composition of the Board with no particular factor controlling. The Board believes that Board Members need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties, and the Board believes each Board Member satisfies this standard. An effective Board Member may achieve this ability

 

28


through his or her educational background; business, professional training or practice; public service or academic positions; experience from service as a board member or executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. Accordingly, set forth below is a summary of the experiences, qualifications, attributes and skills that led to the conclusion, as of the date of this document, that each Board Member should serve in that capacity. References to the experiences, qualifications, attributes and skills of Board Members are pursuant to requirements of the 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.

Jack B. Evans

Mr. Evans has served as Chairman (since 2019), formerly, President from 1996-2019 of the Hall-Perrine Foundation, a private philanthropic corporation. Mr. Evans was formerly President and Chief Operating Officer (1972-1995) 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 from 1997 to 2003 as well as a Director of Alliant Energy from 2000 to 2004 and Member and President Pro Tem of the Board of Regents for the State of Iowa University System from 2007 to 2013. Mr. Evans is a Life Trustee of Coe College and formerly served as Chairman of the Board of United Fire Group from 2009 to 2021, served as a Director and Public Member of the American Board of Orthopaedic Surgery from 2015 to 2020 and served on the Board of The Gazette Company from 1996 to 2015. He has a Bachelor of Arts from Coe College and an M.B.A. from the University of Iowa. Mr. Evans joined the Board in 1999.

William C. Hunter

Dr. Hunter became Dean Emeritus of the Henry B. Tippie College of Business at the University of Iowa in 2012, after having served as Dean of the College since July 2006. He had 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. He has held faculty positions at Emory University, Atlanta University, the University of Georgia and Northwestern University. He has consulted with numerous foreign central banks and official agencies in Europe, Asia, Central America and South America. He has been a Director of Wellmark, Inc. since 2009. He is a past Director (2005-2015) and a past President (2010-2014) of Beta Gamma Sigma, Inc., The International Business Honor Society, and a past Director (2004-2018) of the Xerox Corporation. Dr. Hunter received his PhD (1978) and MBA (1970) from Northwestern University and his BS from Hampton University (1970). Dr. Hunter joined the Board in 2004.

Amy B. R. Lancellotta

After 30 years of service, Ms. Lancellotta retired at the end of 2019 from the Investment Company Institute (ICI), which represents regulated investment companies on regulatory,

 

29


legislative and securities industry initiatives that affect funds and their shareholders. From November 2006 until her retirement, Ms. Lancellotta served as Managing Director of ICI’s Independent Directors Council (IDC), which supports fund independent directors in fulfilling their responsibilities to promote and protect the interests of fund shareholders. At IDC, Ms. Lancellotta was responsible for all ICI and IDC activities relating to the fund independent director community. In conjunction with her responsibilities, Ms. Lancellotta advised and represented IDC, ICI, independent directors and the investment company industry on issues relating to fund governance and the role of fund directors. She also directed and coordinated IDC’s education, communication, governance and policy initiatives. Prior to serving as Managing Director of IDC, Ms. Lancellotta held various other positions with ICI beginning in 1989. Before joining ICI, Ms. Lancellotta was an associate at two Washington, D.C. law firms. In addition, since 2020, she has been a member of the Board of Directors of the Jewish Coalition Against Domestic Abuse (JCADA), an organization that seeks to end power-based violence, empower survivors and ensure safe communities. Ms. Lancellotta received a B.A. degree from Pennsylvania State University in 1981 and a J.D. degree from the National Law Center, George Washington University (currently known as George Washington University Law School) in 1984. Ms. Lancellotta joined the Board in 2021.

Joanne T. Medero

Ms. Medero has over 30 years of financial services experience and, most recently, from December 2009 until her retirement in July 2020, she was a Managing Director in the Government Relations and Public Policy Group at BlackRock, Inc. (BlackRock). From July 2018 to July 2020, she was also Senior Advisor to BlackRock’s Vice Chairman, focusing on public policy and corporate governance issues. In 1996, Ms. Medero joined Barclays Global Investors (BGI), which merged with BlackRock in 2009. At BGI, she was a Managing Director and served as Global General Counsel and Corporate Secretary until 2006. Then, from 2006 to 2009, Ms. Medero was a Managing Director and Global Head of Government Relations and Public Policy at Barclays Group (IBIM), where she provided policy guidance and directed legislative and regulatory advocacy programs for the investment banking, investment management and wealth management businesses. Before joining BGI, Ms. Medero was a Partner at Orrick, Herrington & Sutcliffe LLP from 1993 to 1995, where she specialized in derivatives and financial markets regulation issues. Additionally, she served as General Counsel of the Commodity Futures Trading Commission (CFTC) from 1989 to 1993 and, from 1986 to 1989, she was Deputy Associate Director/Associate Director for Legal and Financial Affairs at The White House Office of Presidential Personnel. Further, from 2006 to 2010, Ms. Medero was a member of the CFTC Global Markets Advisory Committee and she has been actively involved in financial industry associations, serving as Chair of the Steering Committee of the SIFMA (Securities Industry and Financial Markets Association) Asset Management Group (2016-2018) and Chair of the CTA (Commodity Trading Advisor), CPO (Commodity Pool Operator) and Futures Committee of the Managed Funds Association (2010-2012). Currently, Ms. Medero chairs the Corporations, Antitrust and Securities Practice Group of The Federalist Society for Law and Public Policy (since 2010 and from 2000 to 2002). In addition, since 2019, she has been a member of the Board of Directors of the Baltic-American Freedom Foundation, which seeks to provide opportunities for citizens of the Baltic states to gain education and professional development through exchanges in the United States. Ms. Medero received a B.A. degree from St. Lawrence University in 1975 and a J.D. degree from the National Law Center, George Washington

 

30


University (currently known as George Washington University Law School) in 1978. Ms. Medero joined the Board in 2021.

Albin F. Moschner

Mr. Moschner is a consultant in the wireless industry and, in July 2012, founded Northcroft Partners, LLC, a management consulting firm that provides operational, management and governance solutions. Prior to founding Northcroft Partners, LLC, Mr. Moschner held various positions at Leap Wireless International, Inc., a provider of wireless services, where he was a consultant from February 2011 to July 2012, Chief Operating Officer from July 2008 to February 2011, and Chief Marketing Officer from August 2004 to June 2008. Before he joined Leap Wireless International, Inc., Mr. Moschner was President of the Verizon Card Services division of Verizon Communications, Inc. from 2000 to 2003, and President of One Point Services at One Point Communications from 1999 to 2000. Mr. Moschner also served at Zenith Electronics Corporation as Director, President and Chief Executive Officer from 1995 to 1996, and as Director, President and Chief Operating Officer from 1994 to 1995. Mr. Moschner was formerly Chairman (2019) and a member of the Board of Directors (2012-2019) of USA Technologies, Inc. and, from 1996 until 2016, he was a member of the Board of Directors of Wintrust Financial Corporation. In addition, he is emeritus (since 2018) of the Advisory Boards of the Kellogg School of Management (1995-2018) and the Archdiocese of Chicago Financial Council (2012-2018). Mr. Moschner received a Bachelor of Engineering degree in Electrical Engineering from The City College of New York in 1974 and a Master of Science degree in Electrical Engineering from Syracuse University in 1979. Mr. Moschner joined the Board in 2016.

John K. Nelson

Mr. Nelson is on the Board of Directors of Core12, LLC. (since 2008), a private firm which develops branding, marketing, and communications strategies for clients. Mr. Nelson has extensive experience in global banking and markets, having served in several senior executive positions with ABN AMRO Holdings N.V. and its affiliated entities and predecessors, including LaSalle Bank Corporation from 1996 to 2008, ultimately serving as Chief Executive Officer of ABN AMRO N.V. North America. During his tenure at the bank, he also served as Global Head of its Financial Markets Division, which encompassed the bank’s Currency, Commodity, Fixed Income, Emerging Markets, and Derivatives businesses. He was a member of the Foreign Exchange Committee of the Federal Reserve Bank of the United States and during his tenure with ABN AMRO served as the bank’s representative on various committees of The Bank of Canada, European Central Bank, and The Bank of England. Mr. Nelson previously served as a senior, external advisor to the financial services practice of Deloitte Consulting LLP (2012-2014). At Fordham University, he served as a director of The President’s Council (2010-2019) and previously served as a director of The Curran Center for Catholic American Studies (2009-2018). He served as a trustee and Chairman of The Board of Trustees of Marian University (2011-2013). Mr. Nelson is a graduate of Fordham University, holding a BA in Economics and an MBA in Finance. Mr. Nelson joined the Board in 2013.

 

31


Judith M. Stockdale

Ms. Stockdale retired in 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 Land Trust Alliance (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 been a member of the Boards of Brushwood Center, Forefront f/k/a Donors Forum and the 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.

Carole E. Stone

Ms. Stone recently retired from the Board of Directors of Cboe Global Markets, Inc. (2010-May 2020) (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 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 from Skidmore College in Business Administration. Ms. Stone joined the Board in 2007.

Matthew Thornton III

Mr. Thornton has over 40 years of broad leadership and operating experience from his career with FedEx Corporation (“FedEx”), which, through its portfolio of companies, provides transportation, e-commerce and business services. In November 2019, Mr. Thornton retired as Executive Vice President and Chief Operating Officer of FedEx Freight Corporation (FedEx Freight), a subsidiary of FedEx, where, from May 2018 until his retirement, he had been responsible for day-to-day operations, strategic guidance, modernization of freight operations and delivering innovative customer solutions. From September 2006 to May 2018, Mr. Thornton served as Senior Vice President, U.S. Operations at Federal Express Corporation (FedEx Express), a subsidiary of FedEx. Prior to September 2006, Mr. Thornton held a range of positions of increasing responsibility with FedEx, including various management positions. In addition, Mr. Thornton currently (since 2014) serves on the Board of Directors of The Sherwin-Williams Company, where he is a member of the Audit Committee and the Nominating and Corporate Governance Committee, and the Board of Directors of Crown Castle International (since 2020), where he is a member of the Strategy Committee and the Compensation Committee. Formerly (2012-2018), he was a member of the Board of Directors of Safe Kids Worldwide®, a non-profit organization dedicated to the prevention of childhood injuries. Mr. Thornton is a member (since 2014) of the Executive Leadership Council (ELC), the nation’s premier organization of global black senior executives. He is also a member of the National

 

32


Association of Corporate Directors (NACD). Mr. Thornton has been recognized by Black Enterprise on its 2017 list of the Most Powerful Executives in Corporate America and by Ebony on its 2016 Power 100 list of the world’s most influential and inspiring African Americans. Mr. Thornton received a B.B.A. degree from the University of Memphis in 1980 and an M.B.A. from the University of Tennessee in 2001. Mr. Thornton joined the Board in 2020.

Terence J. Toth

Mr. Toth, the Nuveen Funds’ Independent Chair, was a Co-Founding Partner of Promus Capital (2008-2017). From 2012 to 2021, he was a Director of Quality Control Corporation, from 2008 to 2013, he was a Director of Legal & General Investment Management America, Inc. From 2004 to 2007, he was Chief Executive Officer and President of Northern Trust Global Investments, and Executive Vice President of Quantitative Management & Securities Lending from 2000 to 2004. He also formerly served on the Board of the Northern Trust Mutual Funds. He joined Northern Trust in 1994 after serving as Managing Director and Head of Global Securities Lending at Bankers Trust (1986 to 1994) and Head of Government Trading and Cash Collateral Investment at Northern Trust from 1982 to 1986. He currently serves as Chair of the Board of the Kehrein Center for the Arts (since 2021) and is on the Board of Catalyst Schools of Chicago since 2008. He is on the Mather Foundation Board since 2012 and is Chair of its Investment Committee and previously served as a Director of LogicMark LLC (2012-2016) and of Fulcrum IT Service LLC (2010-2019). Mr. Toth graduated with a Bachelor of Science degree from the University of Illinois, and received his MBA from New York University. In 2005, he graduated from the CEO Perspectives Program at Northwestern University. Mr. Toth joined the Board in 2008.

Margaret L. Wolff

Ms. Wolff retired from Skadden, Arps, Slate, Meagher & Flom LLP in 2014 after more than 30 years of providing client service in the Mergers & Acquisitions Group. During her legal career, Ms. Wolff devoted significant time to advising boards and senior management on U.S. and international corporate, securities, regulatory and strategic matters, including governance, shareholder, fiduciary, operational and management issues. Ms. Wolff has been a trustee of New York-Presbyterian Hospital since 2005 and, since 2004, she has served as a trustee of The John A. Hartford Foundation (a philanthropy dedicated to improving the care of older adults) where she currently is the Chair. From 2013 to 2017, she was a Board member of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each of which is a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.).From 2005 to 2015, she was a trustee of Mt. Holyoke College and served as Vice Chair of the Board from 2011 to 2015. Ms. Wolff received her Bachelor of Arts from Mt. Holyoke College and her Juris Doctor from Case Western Reserve University School of Law. Ms. Wolff joined the Board in 2016.

Robert L. Young

Mr. Young 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.

 

33


(“J.P. Morgan Investment”) and its affiliates (collectively, “J.P. Morgan”). Most recently, he served as Chief Operating Officer and Director of J.P. Morgan Investment (from 2010 to 2016) and as President and Principal Executive Officer of the J.P. Morgan Funds (from 2013 to 2016). As Chief Operating Officer of J.P. Morgan Investment, Mr. Young led service, administration and business platform support activities for J.P. Morgan’s domestic retail mutual fund and institutional commingled and separate account businesses, and co-led these activities for J.P. Morgan’s global retail and institutional investment management businesses. As President of the J.P. Morgan Funds, Mr. Young interacted with various service providers to these funds, facilitated the relationship between such funds and their boards, and was directly involved in establishing board agendas, addressing regulatory matters, and establishing policies and procedures. Before joining J.P. Morgan, Mr. Young, a former Certified Public Accountant (CPA), was a Senior Manager (Audit) with Deloitte & Touche LLP (formerly, Touche Ross LLP), where he was employed from 1985 to 1996. During his tenure there, he actively participated in creating, and ultimately led, the firm’s midwestern mutual fund practice. Mr. Young holds a Bachelor of Business Administration degree in Accounting from the University of Dayton and, from 2008 to 2011, he served on the Investment Committee of its Board of Trustees. Mr. Young joined the Board in 2017.

Board Member Terms. For each Fund, shareholders will be asked to elect Board Members as each Board Member’s term expires, and with respect to Board Members elected by holders of common shares, such Board Members shall be elected for a term expiring at the time of the third succeeding annual meeting of shareholders subsequent to their election or thereafter, in each case when their respective successors are duly elected and qualified. These provisions could delay for up to two years the replacement of a majority of the Board.

The Officers

The following table sets forth information with respect to each officer of the Funds. Officers receive no compensation from the Funds. The officers are elected by the Board on an annual basis to serve until successors are elected and qualified.

 

    
Name, Address
and Year of Birth
 Position(s)
Held
with Fund
 Term of
Office and
Length of
Time
Served(1)
 Principal Occupation(s)
During Past 5 Years(2)
David J. Lamb
333 West Wacker Drive
Chicago, IL 60606
1963
 Chief Administrative Officer 

Term: Indefinite

 

Length of Service: since 2015

 Managing Director of Nuveen Fund Advisors, LLC (since 2019); Senior Managing Director (since 2021), formerly, Managing Director (2020-2021) of Nuveen Securities, LLC; Senior Managing Director (since 2021), formerly, Managing Director (2017-2021), Senior Vice President (2006-2017) of Nuveen, Vice President prior to 2006.

 

34


    
Name, Address
and Year of Birth
 Position(s)
Held
with Fund
 Term of
Office and
Length of
Time
Served(1)
 Principal Occupation(s)
During Past 5 Years(2)

Mark J. Czarniecki

901 Marquette Avenue

Minneapolis, MN 55402

1979

 Vice President and Assistant Secretary 

Term: Indefinite

 

Length of Service: Since 2013

 Vice President and Assistant Secretary of Nuveen Securities, LLC (since 2016) and Nuveen Fund Advisors, LLC (since 2017); Vice President, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2018); Managing Director and Associate General Counsel (since January 2022), formerly, Vice President and Associate General Counsel of Nuveen (2013-2021).

Diana R. Gonzalez

333 West Wacker Drive

Chicago, IL 60606

1978

 Vice President and Assistant Secretary 

Term: Indefinite

 

Length of Service: Since 2017

 Vice President and Assistant Secretary of Nuveen Fund Advisors (since 2017); Vice President and Associate General Counsel of Nuveen (since 2017); formerly, Associate General Counsel of Jackson National Asset Management (2012-2017).

Nathaniel T. Jones

333 West Wacker Drive

Chicago, IL 60606

1979

 Vice President and Treasurer 

Term: Indefinite

 

Length of Service: Since 2016

 Senior Managing Director (since 2021), formerly, Managing Director (2017-2021), Senior Vice President (2016-2017), Vice President (2011-2016) of Nuveen; Managing Director (since 2015) of Nuveen Fund Advisors, LLC; Chartered Financial Analyst.

Tina M. Lazar

333 West Wacker Drive

Chicago, IL 60606

1961

 Vice President 

Term: Indefinite

 

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

 Vice President 

Term: Indefinite

 

Length of Service: Since 2019

 Managing Director (since 2019) of Nuveen Fund Advisors, LLC; Senior Managing Director (since 2021), formerly, Managing Director (2017-2021), Vice President (2010-2017) of Nuveen; Head of Investment Oversight (since September 2017), formerly, Team Leader of Manager Oversight (2015-2017); Chartered Financial Analyst and Certified Financial Risk Manager.

Jacques M. Longerstaey

8500 Andrew Carnegie Blvd.

Charlotte, NC 28262

1963

 Vice President 

Term: Indefinite

 

Length of Service: Since 2019

 Senior Managing Director, Chief Risk Officer, Nuveen, LLC (since May 2019); 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) (2013-2019).

 

35


    
Name, Address
and Year of Birth
 Position(s)
Held
with Fund
 Term of
Office and
Length of
Time
Served(1)
 Principal Occupation(s)
During Past 5 Years(2)

Kevin J. McCarthy

333 West Wacker Drive

Chicago, IL 60606

1966

 Vice President and Assistant Secretary 

Term: Indefinite

 

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) of Nuveen Fund Advisors, LLC, formerly, Co-General Counsel (2011-2020), Executive Vice President (2016-2017), Managing Director (2008-2016) and Assistant Secretary (2007-2016); Senior Managing Director (since 2017), Secretary (since 2016) of Nuveen Asset Management, LLC, formerly Associate General Counsel (2011-2020), Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2011-2016); Vice President (since 2007) and Secretary (since 2016), (formerly, Assistant Secretary) of NWQ Investment Management Company, 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

8500 Andrew Carnegie Blvd.

Charlotte, NC 28262

1973

 Vice President and Assistant Secretary 

Term: Indefinite

 

Length of Service: Since 2019

 Managing Director of Mutual Fund Tax and Financial Reporting groups at Nuveen (since 2017); Managing Director (since 2019) of Nuveen Fund Advisors, LLC; Senior Director of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC (since 2016); Senior Director (since 2015) Mutual Fund Taxation to 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.

 

36


    
Name, Address
and Year of Birth
 Position(s)
Held
with Fund
 Term of
Office and
Length of
Time
Served(1)
 Principal Occupation(s)
During Past 5 Years(2)

Deann D. Morgan

730 Third Avenue

New York, NY 10017

1969

 Vice President 

Term: Indefinite

 

Length of Service: Since February 2020

 President of Nuveen Fund Advisors, LLC (since 2020); Executive Vice President, Global Head of Product at Nuveen, LLC (since November 2019); Co-Chief Executive Officer of Nuveen Securities, LLC (since 2020); Managing Member of MDR Collaboratory LLC (since 2018), formerly, Managing Director, Head of Wealth Management Product Structuring & COO Multi Asset Investing, The Blackstone Group (2013-2017).
Christopher M. Rohrbacher
333 West Wacker Drive
Chicago, IL 60606
1971
 Vice President and Assistant Secretary 

Term: Indefinite

 

Length of Service: Since 2008

 Managing Director (since 2017), General Counsel (since 2020) and Assistant Secretary (since 2016), formerly, Senior Vice President (2016-2017), of Nuveen Fund Advisors, LLC; Managing Director and Assistant Secretary (since 2017) of Nuveen Securities LLC; Managing Director, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2020); Managing Director (since 2017), and Associate General Counsel (since 2016), formerly, Senior Vice President (2012-2017) and Assistant General Counsel (2008-2016) of Nuveen.
William A. Siffermann
333 West Wacker Drive
Chicago, IL 60606
1975
 Vice President 

Term: Indefinite

 

Length of Service: Since 2017

 Managing Director (since 2017), formerly, Senior Vice President (2016-2017) and Vice President (2011-2016) of Nuveen.

E. Scott Wickerham
8500 Andrew Carnegie Blvd.

Charlotte, NC 28262
1973

 Vice President and Controller 

Term: Indefinite

 

Length of Service: Since 2019

 Senior Managing Director, Head of Public Investment Finance at Nuveen (since 2019), formerly, Managing Director, Senior Managing Director (since 2019), of Nuveen Fund Advisors, LLC; Principal Financial Officer, Principal Accounting Officer and Treasurer (since 2017) of the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account VA-1 and Principal Financial Officer, Principal Accounting Officer (since 2020) and Treasurer (since 2017) to the CREF Accounts; Senior Director, TIAA-CREF Fund Administration (2014-2015); has held various positions with TIAA since 2006.

 

37


    
Name, Address
and Year of Birth
 Position(s)
Held
with Fund
 Term of
Office and
Length of
Time
Served(1)
 Principal Occupation(s)
During Past 5 Years(2)
Mark L. Winget
333 West Wacker Drive
Chicago, IL 60606
1968
 Vice President and Secretary 

Term: Indefinite

 

Length of Service: Since 2008

 Vice President and Assistant Secretary of Nuveen Securities, LLC (since 2008); Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC (since 2019); Vice President, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2020); Vice President (since 2010) and Associate General Counsel (since 2019), formerly, Assistant General Counsel (2008-2016) of Nuveen.
Gifford R. Zimmerman
333 West Wacker Drive
Chicago, IL 60606
1956
 Chief Compliance Officer and Vice President 

Term: Indefinite

 

Length of Service: Since 1988

 Formerly, Managing Director (2002-2020) and Assistant Secretary (2002-2020) of Nuveen Securities, LLC; formerly, Managing Director (2002-2020), Assistant Secretary (1997-2020) and Co-General Counsel (2011-2020) of Nuveen Fund Advisors, LLC; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; formerly, Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (2011-2020); formerly Vice President and Assistant Secretary of NWQ Investment Management Company, LLC (2002-2020), Santa Barbara Asset Management, LLC (2006-2020) and Winslow Capital Management, LLC (2010-2020); 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 February 14, 2022.

Audit Committee Report

The Audit Committee of each Board is responsible for the oversight and monitoring of (1) the accounting and reporting policies, processes and practices, and the audit of the financial statements of each Fund, (2) the quality and integrity of the Fund’s financial statements and (3) the independent registered public accounting firm’s qualifications, performance and independence. In its oversight capacity, the Audit Committee reviews each Fund’s annual financial statements with both management and the independent registered public accounting firm, and the Audit Committee meets periodically with the independent registered public accounting firm and internal auditors to consider their evaluation of each Fund’s financial and internal controls. The Audit Committee also selects, retains, evaluates and may replace each Fund’s independent registered public accounting firm. The Audit Committee is currently composed of five Independent Board Members and operates under a written charter adopted and approved by each Board. Each Audit Committee member meets the independence and experience requirements, as applicable, of the NYSE, NASDAQ, Section 10A of the 1934 Act and the rules and regulations of the SEC.

 

38


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

Albin F. Moschner

John K. Nelson

Judith M. Stockdale

Carole E. Stone, Chair

Robert L. Young

 

39


Audit and Related Fees. The following tables provide the aggregate fees billed during each Fund’s last two fiscal years by each Fund’s independent registered public accounting firm for engagements directly related to the operations and financial reporting of each Fund including those relating (i) to each Fund for services provided to the Fund and (ii) to the Adviser and certain entities controlling, controlled by, or under common control with the Adviser that provide ongoing services to each Fund (“Adviser Entities”).

 

   Audit Fees(1)   Audit Related Fees(2)   Tax Fees(3)   All Other Fees(4) 
   Fund   Fund   Adviser and
Adviser Entities
   Fund   Adviser and
Adviser Entities
   Fund   Adviser and
Adviser Entities
 
    Fiscal
Year
Ended
2020
   Fiscal
Year
Ended
2021
   Fiscal
Year
Ended
2020
   Fiscal
Year
Ended
2021
   Fiscal
Year
Ended
2020
   Fiscal
Year
Ended
2021
   Fiscal
Year
Ended
2020
   Fiscal
Year
Ended
2021
   Fiscal
Year
Ended
2020
   Fiscal
Year
Ended
2021
   Fiscal
Year
Ended
2020
   Fiscal
Year
Ended
2021
   Fiscal
Year
Ended
2020
   Fiscal
Year
Ended
2021
 

Core Equity Alpha

  $34,935   $35,690   $   $   $   $   $4,720   $2,430   $   $   $   $   $   $ 

Core Plus Impact

   0    56,800                                                 

Corporate Income 2023

   32,910    33,560                                                 

Credit Opportunities 2022

   31,960    32,590                                                 

Credit Strategies

   41,150    43,960                                                 

Dow Dynamic Overwrite

   36,240   ��36,830                    4,720    2,430                         

Emerging Markets Debt

   35,100    35,790                                                 

Floating Rate Income

   41,150    43,960        24,000                                         

Floating Rate Opportunity

   41,150    43,960                                                 

Georgia Municipal

   25,090    25,580                                                 

Global High Income

   55,255    56,130                                                 

Intermediate Duration

   25,090    25,580                                                 

Intermediate Duration Quality

   28,450    29,010                                                 

Minnesota Municipal

   25,090    25,580                                                 

Missouri Municipal

   25,090    25,580                                                 

Mortgage & Income

   53,905    54,935                    112,140    5,800                         

Multi-Asset Income

   0    58,280                                                 

Multi-Market Income

   36,270    36,990                                                 

Municipal Credit Opportunities

   31,960    35,135    10,000    5,500                                         

NASDAQ Dynamic Overwrite

   34,740    35,860    5,500                4,720    2,430                         

Preferred & Income Opportunities

   28,450    29,010        5,500                                         

Preferred & Income Securities

   28,450    29,010        5,500                                         

Preferred & Income Term

   28,450    29,010                                                 

Preferred & Income 2022

   26,710    27,230                                                 

 

40


   Audit Fees(1)   Audit Related Fees(2)   Tax Fees(3)   All Other Fees(4) 
   Fund   Fund   Adviser and
Adviser Entities
   Fund   Adviser and
Adviser Entities
   Fund   Adviser and
Adviser Entities
 
    Fiscal
Year
Ended
2020
   Fiscal
Year
Ended
2021
   Fiscal
Year
Ended
2020
   Fiscal
Year
Ended
2021
   Fiscal
Year
Ended
2020
   Fiscal
Year
Ended
2021
   Fiscal
Year
Ended
2020
   Fiscal
Year
Ended
2021
   Fiscal
Year
Ended
2020
   Fiscal
Year
Ended
2021
   Fiscal
Year
Ended
2020
   Fiscal
Year
Ended
2021
   Fiscal
Year
Ended
2020
   Fiscal
Year
Ended
2021
 

Real Asset

  $28,450   $29,010   $   $   $   $   $   $   $   $   $   $   $   $ 

Real Estate Income

   28,450    29,010                                                 

S&P Buy-Write

   36,185    36,865                    4,720    2,430                         

S&P Dynamic Overwrite

   32,505    32,505        5,000            4,720    2,430                         

Senior Income

   41,150    43,960                                                 

Short Duration

   31,800    34,430        24,000                                         

Virginia Municipal

   25,090    25,580        0                                         

 

(1)

“Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements.

(2)

“Audit Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees.” These fees include offerings related to the Fund’s Common Shares and leverage.

(3)

“Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculation performed by the principal accountant.

(4)

“All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees,” “Audit-Related Fees” and “Tax Fees.” These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage.

 

41


    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 2020
   Fiscal Year
Ended 2021
   Fiscal Year
Ended 2020
   Fiscal Year
Ended 2021
   Fiscal Year
Ended 2020
   Fiscal Year
Ended 2021
   Fiscal Year
Ended 2020
   Fiscal Year
Ended 2021
 

Core Equity Alpha

  $4,720   $2,430   $   $   $   $   $4,720   $2,430 

Core Plus Impact

                                

Corporate Income 2023

                                

Credit Opportunities 2022

                                

Credit Strategies

                                

Dow Dynamic Overwrite

   4,720    2,430                    4,720    2,430 

Emerging Markets Debt

                                

Floating Rate Income

                                

Floating Rate Opportunity

                                

Georgia Municipal

                                

Global High Income

                                

Intermediate Duration

                                

Intermediate Duration Quality

                                

Minnesota Municipal

                                

Missouri Municipal

                                

Mortgage & Income

   112,140    5,800                    112,140    5,800 

Multi-Asset Income

                                

Multi-Market Income

                                

Municipal Credit Opportunities

                                

NASDAQ Dynamic Overwrite

   4,720    2,430                    4,720    2,430 

Preferred & Income Opportunities

                                

Preferred & Income Securities

                                

Preferred & Income Term

                                

Preferred & Income 2022

                                

Real Asset

                                

Real Estate Income

                                

S&P Buy-Write

   4,720    2,430                    4,720    2,430 

S&P Dynamic Overwrite

   4,720    2,430                    4,720    2,430 

Senior Income

                                

 

42


    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 2020
   Fiscal Year
Ended 2021
   Fiscal Year
Ended 2020
   Fiscal Year
Ended 2021
   Fiscal Year
Ended 2020
   Fiscal Year
Ended 2021
   Fiscal Year
Ended 2020
   Fiscal Year
Ended 2021
 

Short Duration

  $   $   $   $   $   $   $   $ 

Virginia Municipal

                                

Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit Committee must approve each Fund’s independent registered public accounting firm’s engagements (i) with the Fund for audit or non-audit services and (ii) with the Adviser and Adviser Entities for non-audit services if the engagement relates directly to the operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent registered public accounting firm for each Fund and the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund), such engagements will be (i) pre-approved by the Audit Committee if they are expected to be for amounts greater than $10,000; (ii) reported to the Audit Committee Chair for his or her verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000.

The Audit Committee has approved in advance all audit services and non-audit services that the independent registered public accounting firm provided to each Fund and to the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund). None of the services rendered by the independent registered public accounting firm to each Fund or the Adviser or Adviser Entities were pre-approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(C) or Rule 2-01(c)(7)(ii) of Regulation S-X.

 

43


Additional Information

Appointment of the Independent Registered Public Accounting Firm

The Board of each Fund, except Core Equity Alpha, Core Plus Impact, Dow Dynamic Overwrite, Global High Income, Mortgage & Income, NASDAQ Dynamic Overwrite, S&P Buy-Write and S&P Dynamic Overwrite, 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. The Board of each of Core Equity Alpha, Core Plus Impact, Dow Dynamic Overwrite, Global High Income, Mortgage & Income, NASDAQ Dynamic Overwrite, S&P Buy-Write and S&P Dynamic Overwrite has appointed PricewaterhouseCoopers LLP (“PwC”) as independent registered public accounting firm to audit the books and records of the Fund for its current fiscal year. A representative of each of KPMG and PwC will be present at the Annual Meetings to make a statement, if such representative so desires, and to respond to shareholders’ questions. Each of KPMG and PwC has informed each applicable Fund that it has no direct or indirect material financial interest in the Funds, Nuveen, the Adviser or any other investment company sponsored by Nuveen.

Delinquent Section 16(a) Reports

Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require Board Members and officers, the Adviser, affiliated persons of the Adviser and persons who own more than 10% of a registered class of a Fund’s equity securities to file forms reporting their affiliation with that Fund and reports of ownership and changes in ownership of that Fund’s shares with the SEC and the NYSE or NASDAQ, 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, and complied with all applicable Section 16(a) filing requirements in the previous fiscal year except as follows: Scott C. Caraher filed a late Form 4 filing with respect to Floating Rate Opportunity. Aashh Parekh filed five late Form 4 filings and filed a late Form 3 filing with respect to Mortgage & Income. Nicholas Travaglino filed a late Form 3 filing with respect to Mortgage & Income. Stephen Virgilio filed a late Form 3 filing with respect to Mortgage & Income. Gifford Zimmerman filed a late Form 4 filing with respect to Intermediate Duration Quality.

Principal Shareholders

As of January 18, 2022, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as provided in Appendix B.

Information About the Adviser

The Adviser, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as investment adviser and manager for each Fund. The Adviser is an indirect subsidiary of Nuveen, 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.

 

44


Shareholder Proposals

To be considered for presentation at the 2022 annual meeting of shareholders for a Fund, shareholder proposals submitted pursuant to Rule 14a-8 under the 1934 Act must be received at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later than October 28, 2022. 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 November 27, 2022 and no later than December 12, 2022. Timely submission of a proposal does not mean that such proposal will be included in a proxy statement.

Proposals may be presented by shareholders only if advance notice is duly submitted in accordance with applicable law and a Fund’s governing documents, and the subject matter of such proposal is a matter upon which the proposing shareholder is entitled to vote. Each Fund’s By-Laws require shareholders submitting advance notices of proposals of business or nominations for election as Board Members to provide the Fund with certain information and representations about the proponent shareholder and the nominees or business being proposed. A shareholder wishing to present a proposal of business or nomination is encouraged to carefully review the applicable Fund’s By-Laws.

Copies of the By-Laws of each Fund are available on the EDGAR Database on the SEC’s website at www.sec.gov.

Shareholder Communications

Fund shareholders who want to communicate with the Board or any individual Board Member should write to the attention of William Siffermann, Manager of Fund Board Relations, Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. The letter should indicate that you are a Fund shareholder and note the Fund or Funds that you own. If the communication is intended for a specific Board Member and so indicates, it will be sent only to that Board Member. If a communication does not indicate a specific Board Member, it will be sent to the Independent Chair and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons.

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 Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Minnesota Municipal, Missouri Municipal and Virginia Municipal was May 31, 2021. The last fiscal year end for Multi-Market Income was June 30, 2021. The last fiscal year end

 

45


for Credit Strategies, Floating Rate Income, Floating Rate Opportunity, Preferred & Income Opportunities, Preferred & Income Securities, Preferred & Income Term, Preferred & Income 2022, Senior Income and Short Duration was July 31, 2021. The last fiscal year end for Municipal Credit Opportunities was October 31, 2021. The last fiscal year end for Core Equity Alpha, Core Plus Impact, Credit Opportunities 2022, Dow Dynamic Overwrite, Emerging Markets Debt, Global High Income, Corporate Income 2023, Mortgage & Income, Multi-Asset Income, NASDAQ Dynamic Overwrite, Real Asset, Real Estate Income, S&P Buy-Write and S&P Dynamic Overwrite was December 31, 2021.

Shareholder Report Delivery

Shareholder reports will be furnished to shareholders of record of each Fund following the applicable period. As permitted by regulations adopted by the SEC, shareholder reports will be made available on the Funds’ website (www.nuveen.com/closed-end-funds/), and shareholders will be notified by mail each time a report is posted and provided with a website link to access the report. Shareholders may elect to receive all future reports in paper free of charge. If you own shares of a Fund through a financial intermediary, such as a broker-dealer or bank, you may contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with a Fund, you can inform the Fund that you wish to receive paper copies of your shareholder reports by writing to the Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787. Your election to receive shareholder reports in paper will apply to all Nuveen funds if you invest directly with the Fund or to all funds held in your account if you invest through your financial intermediary.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on April 8, 2022:

Each Fund’s proxy statement is available at http://www.nuveenproxy.com/Closed-End-Fund-Proxy-Information/. For more information, shareholders may also contact the applicable Fund at the address and phone number set forth above.

Please note that only one annual report, semi-annual report or proxy statement may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report, semi-annual report or proxy statement, or for instructions as to how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above.

Additional Information About the Solicitation

On October 5, 2020, the Funds and certain other Nuveen closed-end funds amended their by-laws. Among other things, the amended by-laws included provisions pursuant to which, in summary, a shareholder who obtains beneficial ownership of common shares in a Control Share Acquisition (as defined in the by-laws) shall have the same voting rights as other common shareholders only to the extent authorized by the other disinterested shareholders (the “Control

 

46


Share By-Laws”). On January 14, 2021, a shareholder of certain Nuveen closed-end funds, including Floating Rate Income, Floating Rate Opportunity, Global High Income, Short Duration and Senior Income (the “Subject Funds”), filed a civil complaint in the U.S. District Court for the Southern District of New York (the “District Court”) against the Subject Funds and their trustees, seeking a declaration that the Subject Funds’ Control Share By-Laws violate the 1940 Act, rescission of the Subject Funds’ Control Share By-Laws and a permanent injunction against the Subject Funds applying the Control Share By-Laws. On February 18, 2022, the District Court granted judgment in favor of the plaintiff’s claim for rescission of the Subject Funds’ Control Share By-Laws and the plaintiff’s declaratory judgment claim, and declared that the Subject Funds’ Control Share By-Laws violate Section 18(i) of the 1940 Act. Following review of the judgment of the District Court, on February 24, 2022, the Board of Trustees amended the Funds’ by-laws to provide that the Funds’ Control Share By-Laws shall be of no force and effect for so long as the judgment of the District Court is effective and that if the judgment of the District Court is reversed, overturned, vacated, stayed, or otherwise nullified, the Funds’ Control Share By-Laws will be automatically reinstated and apply to any beneficial owner of common shares acquired in a Control Share Acquisition, regardless of whether such Control Share Acquisition occurs before or after such reinstatement, for the duration of the stay or upon issuance of the mandate reversing, overturning, vacating or otherwise nullifying the judgment of the District Court. As a result, the voting rights of beneficial owners of common shares will not be limited by the Control Share By-laws at this meeting. The Subject Funds and their trustees have announced their intention to appeal the District Court’s decision.

General

Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Annual Meetings. However, if other matters are properly presented to the Annual Meetings for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Fund.

Under each Fund’s By-Laws, upon at least five business days advance written notice to the Fund, a shareholder is entitled to inspect and copy, during regular business hours at the office where they are maintained, copies of certain records of the Fund, including a list of the names and addresses of all shareholders of record, in alphabetical order by class, showing the number and class of shares held by each shareholder of record, only to the extent that the written notice describes with reasonable particularity the purpose of the demand and the records the shareholder desires to inspect, the demand is made in good faith and for a proper purpose, the records requested are directly connected with such purpose, and the Board Members shall not have determined in good faith that disclosure of the records sought would adversely affect the Fund in the conduct of its business or constitute material non-public information at the time when the shareholder’s notice of demand to inspect and copy is received by the Fund. Shareholders interested in seeking to inspect the list of shareholders of record for their respective Fund(s) should contact (800) 257-8787 for additional information.

Failure of a quorum to be present at any Annual Meeting will necessitate adjournment and will subject that Fund to additional expense. Under each Fund’s By-Laws, the Annual Meeting, whether or not a quorum is present, may, by announcement of the person appointed to serve as chair of the meeting, be adjourned with respect to one or more or all matters to be considered at the meeting from time to time to a designated time and place. The appointed chair may adjourn any Annual Meeting to permit further solicitation of proxies.

 

47


IF YOU CANNOT BE PRESENT AT THE VIRTUAL MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

Mark L. Winget

Vice President and Secretary

February 24, 2022

 

48


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 December 31, 2021. The information as to beneficial ownership is based on statements furnished by each Board Member/nominee.

 

Dollar Range of Equity Securities
Board Members/Nominees Core Equity
Alpha
 Core Plus
Impact
 Corporate
Income 2023
 Credit
Opportunities
2022
 

Credit

Strategies

 

Dow

Dynamic
Overwrite

 Emerging
Markets
Debt
 Floating Rate
Income

Board Members/Nominees who are not “interested persons” of the Funds

Jack B. Evans $0 $0 $0 $0 $0 $0 $0 $0
William C. Hunter $0 $0 $0 $0 $0 $0 $0 $0
Amy B.R. Lancellotta $0 $0 $0 $0 $0 $0 $0 $0
Joanne T. Medero $0 $0 $0 $0 $0 $0 $0 $0
Albin F. Moschner $0 $0 $0 $0 $0 $0 $0 Over $100,000
John K. Nelson $0 $0 $0 $0 $0 $0 $0 $0
Judith M. Stockdale $0 $0 $0 $0 $10,000-$50,001, $0 $0 $0
Carole E. Stone $0 $0 $0 $0 $0 $0 $0 $0
Matthew Thornton III $0 $0 $0 $0 $0 $0 $0 $0
Terence J. Toth $0 $0 $0 $0 $0 $0 $0 $0
Margaret L. Wolff $0 $0 $0 $0 $0 $0 $0 $0
Robert L. Young $0 $0 $0 $0 $0 $0 $0 $0

 

A-1


Dollar Range of Equity Securities
Board Members/Nominees Floating Rate
Opportunity
 Georgia
Municipal
 Global High
Income
 Intermediate
Duration
 Intermediate
Duration Quality
 Minnesota
Municipal
 Missouri
Municipal
 Mortgage &
Income

Board Members/Nominees who are not “interested persons” of the Funds

Jack B. Evans $10,001-$50,000 $0 $0 $0 $0 $0 $0 $0
William C. Hunter $0 $0 $0 $0 $0 $0 $0 $0
Amy B.R. Lancellotta $0 $0 $0 $0 $0 $0 $0 $0
Joanne T. Medero $0 $0 $0 $0 $0 $0 $0 $0
Albin F. Moschner $10,001-$50,000 $0 $0 $0 $0 $0 $0 $0
John K. Nelson $0 $0 $0 $0 $0 $0 $0 $0
Judith M. Stockdale $0 $0 $0-$10,000 $0 $0 $0 $0 $0
Carole E. Stone $0 $0 $0 $0 $0 $0 $0 $0
Matthew Thornton III $0 $0 $0 $0 $0 $0 $0 $0
Terence J. Toth $0 $0 $0 $0 $0 $0 $0 $0
Margaret L. Wolff $0 $0 $0 $0 $0 $0 $0 $0
Robert L. Young $0 $0 $0 $0 $0 $0 $0 $0

 

Dollar Range of Equity Securities
Board Members/Nominees Multi-Asset
Income
 Multi-Market
Income
 Municipal
Credit
Opportunities
 NASDAQ
Dynamic
Overwrite
 Preferred &
Income
Opportunities
 

Preferred &
Income

Securities

 

Preferred &
Income

Term

 Preferred &
Income
2022
 Real
Asset

Board Members/Nominees who are not “interested persons” of the Funds

Jack B. Evans $0 $0 $0 $0 $0 $50,001-$100,000 $10,001-$50,000 $0 $0
William C. Hunter $0 $0 $0 $0 $0 $0 $0 $0 $0
Amy B.R. Lancellotta $0 $0 $0 $0 $0 $0 $0 $0 $0
Joanne T. Medero $0 $0 $0 $0 $0 $0 $0 $0 $0
Albin F. Moschner $0 $0 $0 $0 $0 $0 $0 $0 $0
John K. Nelson $0 $0 $0 $0 $0 $0 $0 $0 $0
Judith M. Stockdale $10,001-$50,000 $0 $0 $0 $0 $0 $0 $0 $0
Carole E. Stone $0 $0 $0 $0 $0 $0 $0 $0 $0
Matthew Thornton III $0 $0 $0 $0 $0 $0 $0 $0 $0
Terence J. Toth $0 $0 $0 $0 $0 $0 $0 $0 $0
Margaret L. Wolff $0 $0 $0 $0 $0 $0 $0 $0 $0
Robert L. Young $0 $0 $0 $0 $0 $0 $0 $0 $0

 

A-2


Board Members/Nominees 

Real

Estate
Income

 S&P
Buy-Write
 S&P
Dynamic
Overwrite
 Senior
Income
 Short
Duration
 Virginia
Municipal
 

Aggregate Range of Equity Securities in All

Registered Investment Companies

Overseen by Board

Member Nominees in

Family of Investment Companies(1)

Board Members/Nominees who are not “interested persons” of the Funds

Jack B. Evans $0 $10,001-$50,000 $0 $0 $10,001-$50,000 $0 Over $100,000
William C. Hunter $0 $0 $0 $0 $0 $0 Over $100,000
Amy B.R. Lancellotta $0 $0 $0 $0 $0 $0 $0
Joanne T. Medero $0 $0 $0 $0 $0 $0 $0
Albin F. Moschner $0 $0 $0 $0 $0 $0 Over $100,000
John K. Nelson $0 $0 $0 $0 $0 $0 Over $100,000
Judith M. Stockdale $0 $0 $0 $0 $0 $0 Over $100,000
Carole E. Stone $0 $0 $0 $0 $0 $0 Over $100,000
Matthew Thornton III $0 $0 $0 $0 $0 $0 $0
Terence J. Toth $0 $0 $0 $0 $10,001-$50,000 $0 Over $100,000
Margaret L. Wolff $0 $0 $0 $0 $0 $0 Over $100,000
Robert L. Young $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-3


The following table sets forth, for each Board Member/nominee and for the Board Members/nominees and officers as a group, the amount of shares beneficially owned in each Fund as of December 31, 2021. 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 Core Equity
Alpha
 Core
Plus Impact
 Corporate
Income 2023
 Credit
Opportunities
2022
 Credit
Strategies
 Dow
Dynamic
Overwrite
 Emerging
Markets Debt
 Floating
Rate Income

Board Members/Nominees who are not “interested persons” of the Funds

Jack B. Evans 0 0 0 0 0 0 0 0
William C. Hunter 0 0 0 0 0 0 0 0
Amy B.R. Lancellotta 0 0 0 0 0 0 0 0
Joanne T. Medero 0 0 0 0 0 0 0 0
Albin F. Moschner 0 0 0 0 0 0 0 36,243
John K. Nelson 0 0 0 0 0 0 0 0
Judith M. Stockdale 0 0 0 0 2,433 0 0 0
Carole E. Stone 0 0 0 0 0 0 0 0
Matthew Thornton III 0 0 0 0 0 0 0 0
Terence J. Toth 0 0 0 0 0 0 0 0
Margaret L. Wolff 0 0 0 0 0 0 0 0
Robert L. Young 0 0 0 0 0 0 0 0
All Board Members/Nominees and Officers as a Group 66 0 0 0 3,018 0 5,587 42,218

 

Fund Shares Owned by Board Members and Officers (1)
Board Members/Nominees Floating Rate
Opportunity
 Georgia
Municipal
 Global
High Income
 Intermediate
Duration
 Intermediate
Duration
Quality
 Minnesota
Municipal
 Missouri
Municipal
 Mortgage &
Income

Board Members/Nominees who are not “interested persons” of the Funds

Jack B. Evans 4,225 0 0 0 0 0 0 0
William C. Hunter 0 0 0 0 0 0 0 0
Amy B.R. Lancellotta 0 0 0 0 0 0 0 0
Joanne T. Medero 0 0 0 0 0 0 0 0
Albin F. Moschner 3,956 0 0 0 0 0 0 0
John K. Nelson 0 0 0 0 0 0 0 0
Judith M. Stockdale 0 0 1,101 0 0 0 0 0
Carole E. Stone 0 0 0 0 0 0 0 0
Matthew Thornton III 0 0 0 0 0 0 0 0
Terence J. Toth 0 0 0 0 0 0 0 0
Margaret L. Wolff 0 0 0 0 0 0 0 0
Robert L. Young 0 0 0 0 0 0 0 0
All Board Members/Nominees and Officers as a Group 15,394 0 1,101 28,397 0 0 0 61

 

A-4


Fund Shares Owned by Board Members and Officers (1)
Board Members/Nominees Multi-Asset
Income
 Multi-Market
Income
 Municipal
Credit
Opportunities
 NASDAQ
Dynamic
Overwrite
 Preferred &
Income
Opportunities
 Preferred &
Income
Securities
 Preferred &
Income
Term
 Preferred &
Income 2022

Board Members/Nominees who are not “interested persons” of the Funds

Jack B. Evans 0 0 0 0 0 5,539 1,000 0
William C. Hunter 0 0 0 0 0 0 0 0
Amy B.R. Lancellotta 0 0 0 0 0 0 0 0
Joanne T. Medero 0 0 0 0 0 0 0 0
Albin F. Moschner 0 0 0 0 0 0 0 0
John K. Nelson 0 0 0 0 0 0 0 0
Judith M. Stockdale 1,408 0 0 0 0 0 0 0
Carole E. Stone 0 0 0 0 0 0 0 0
Matthew Thornton III 0 0 0 0 0 0 0 0
Terence J. Toth 0 0 0 0 0 0 0 0
Margaret L. Wolff 0 0 0 0 0 0 0 0
Robert L. Young 0 0 0 0 0 0 0 0
All Board Members/Nominees and Officers as a Group 2,558 0 0 0 1,269 5,539 1,000 0

 

Fund Shares Owned by Board Members and Officers (1)
Board Members/Nominees Real Asset Real Estate
Income
 S&P
Buy-Write
 S&P Dynamic
Overwrite
 Senior
Income
 Short
Duration
 Virginia
Municipal

Board Members/Nominees who are not “interested persons” of the Funds

Jack B. Evans 0 0 1,468 0 0 2,750 0
William C. Hunter 0 0 0 0 0 0 0
Amy B.R. Lancellotta 0 0 0 0 0 0 0
Joanne T. Medero 0 0 0 0 0 0 0
Albin F. Moschner 0 0 0 0 0 0 0
John K. Nelson 0 0 0 0 0 0��0
Judith M. Stockdale 0 0 0 0 0 0 0
Carole E. Stone 0 0 0 0 0 0 0
Matthew Thornton III 0 0 0 0 0 0 0
Terence J. Toth 0 0 0 0 0 2,550 0
Margaret L. Wolff 0 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 4,745 272 7,240 0 520 5,750 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-5


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 January 18, 2022*:

 

    
Fund and Class Shareholder Name and Address Number of
Shares Owned
of Class
  Percentage
Owned of
Class
 

Core Equity Alpha
— Common Shares

 First Trust Portfolios L.P.(a)
First Trust Advisors L.P.(a)
The Charger Corporation(a)
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
  3,372,926   21.02

Core Plus Impact
— Common Shares

 

1607 Capital Partners, LLC

13 S. 13th Street, Suite 400

Richmond, Virginia 23219

  1,484,761   5.2

Corporate Income 2023
— Common Shares

 Morgan Stanley(b)
Morgan Stanley Smith Barney LLC(b)
1585 Broadway
New York, New York 10036
  633,565   8.1

Credit Opportunities 2022
— Common Shares

 Morgan Stanley(b)
Morgan Stanley Smith Barney LLC(b)
1585 Broadway
New York, New York 10036
  2,313,337   8.3

Credit Strategies
— Common Shares

 

Morgan Stanley(f)
1585 Broadway
New York, New York 10036

 

Parametric Portfolio Associates LLC(f)

800 Fifth Avenue, Suite 2800

Seattle, Washington 98104

  7,939,964   5.9

Dow Dynamic Overwrite

 First Trust Portfolios L.P.(a)
First Trust Advisors L.P.(a)
The Charger Corporation(a)
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
  2,082,974   5.73

Emerging Markets Debt
— Common Shares

 Morgan Stanley(b)
Morgan Stanley Smith Barney LLC(b)
1585 Broadway
New York, New York 10036
  965,095   6.8

Floating Rate Income
— Common Shares

 

LPL Financial LLC (“LPL”)

75 State Street,

Boston, Massachusetts 02109

  2,873,704.61   5.1

Floating Rate Opportunity
— Common Shares

 First Trust Portfolios L.P.(a)
First Trust Advisors L.P.(a)
The Charger Corporation(a)
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
  2,636,994   6.50
 

Bank of America Corporation

Bank of America Corporate Center

100 N Tyron St.

Charlotte, North Carolina 28255

  2,194,017   5.4

 

B-1


    
Fund and Class Shareholder Name and Address Number of
Shares Owned
of Class
  Percentage
Owned of
Class
 

Georgia Municipal
— AMTP Shares (Series 2028)

 

Wells Fargo & Company(d)
420 Montgomery Street
San Francisco, California 94104

 

Wells Fargo Municipal Capital Strategies, LLC(d)
375 Park Avenue
New York, New York 10152

  585   100

Global High Income
— Common Shares

 First Trust Portfolios L.P.(a)
First Trust Advisors L.P.(a)
The Charger Corporation(a)
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
  2,238,503   9.66
 

McGowan Group Asset Management, Inc.

300 Crescent Court, Suite 1776

Dallas, Texas 75201

  2,857,226   12.33
 

Sit Investment Associates, Inc.

3300 IDS Center

80 South Eighth Street

Minneapolis, Minnesota 55402

  1,309,127   5.65

Intermediate Duration
— AMTP Shares (Series 2023)

 

Bank of America Corporation(e)
100 North Tyron Street
Charlotte, North Carolina 28255

 

Banc of America Preferred Funding Corporation(e)
214 North Tryon Street
Charlotte, North Carolina 28255

  1,750   100

Intermediate Duration Quality
— Common Shares

 

Relative Value Partners Group, LLC

1033 Skokie Boulevard, Suite 470

Northbrook, Illinois 60062

  755,545   5.76

Intermediate Duration Quality
— AMTP Shares (Series 2023)

 

Bank of America Corporation(e)
100 North Tyron Street
Charlotte, North Carolina 28255

 

Banc of America Preferred Funding Corporation(e)
214 North Tryon Street
Charlotte, North Carolina 28255

  550   100

Minnesota Municipal
— AMTP Shares (Series 2028)

 

Bank of America Corporation(e)
100 North Tyron Street
Charlotte, North Carolina 28255

 

Banc of America Preferred Funding Corporation(e)
214 North Tryon Street
Charlotte, North Carolina 28255

  528   100

Mortgage & Income
— Common Shares

 

Sit Investment Associates, Inc.

3300 IDS Center

80 South Eighth Street

Minneapolis, Minnesota 55402

  1,490,355   27.16
 

Relative Value Partners Group, LLC

1033 Skokie Blvd. Suite 470

Northbrook, Illinois 60062

  499,420   9.10

 

B-2


    
Fund and Class Shareholder Name and Address Number of
Shares Owned
of Class
  Percentage
Owned of
Class
 

Multi-Market Income
— Common Shares

 

Sit Investment Associates, Inc.

3300 IDS Center

80 South Eighth Street

Minneapolis, Minnesota 55402

  3,954,023   41.79
 

1607 Capital Partners, LLC

13 S. 13th Street, Suite 400

Richmond, Virginia 23219

  1,179,596   12.5

Real Asset
— Common Shares

 

Morgan Stanley(f)
1585 Broadway
New York, New York 10036

 

Parametric Portfolio Associates LLC(f)

800 Fifth Avenue, Suite 2800

Seattle, Washington 98104

  2,359,131   8.6

S&P Buy-Write
— Common Shares

 Morgan Stanley(b)
Morgan Stanley Smith Barney LLC(b)
1585 Broadway
New York, New York 10036
  9,748,562   9.4

S&P Dynamic Overwrite
— Common Shares

 First Trust Portfolios L.P.(a)
First Trust Advisors L.P.(a)
The Charger Corporation(a)
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
  1,242,810   7.19

Senior Income
— Common Shares

 First Trust Portfolios L.P.(a)
First Trust Advisors L.P.(a)
The Charger Corporation(a)
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
  6,276,410   16.26

Short Duration
— Common Shares

 

Sit Investment Associates, Inc.

3300 IDS Center

80 South Eighth Street

Minneapolis, Minnesota 55402

  894,090   8.86
 First Trust Portfolios L.P.(a)
First Trust Advisors L.P.(a)
The Charger Corporation(a)
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
  2,112,260   20.94
 

Saba Capital Management, L.P.(c)

Boaz R. Weinstein(c)

405 Lexington Avenue, 58th Floor

New York, New York 10174

  1,091,217   10.82

 

(*)

The information contained in this table is based on Schedule 13D and 13G filings made on or before February 22, 2022.

(a)

First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation filed their Schedule 13G jointly and did not differentiate holdings as between each entity.

(b)

Morgan Stanley and Morgan Stanley Smith Barney LLC filed their Schedule 13G jointly and did not differentiate holdings as between each entity.

(c)

Saba Capital Management, L.P. and Boaz R. Weinstein filed their Schedule 13D jointly and did not differentiate holdings as between each entity/person.

(d)

Wells Fargo & Company filed Schedule 13G on its own behalf and on behalf of its subsidiaries, Wells Capital Management Incorporated and Wells Fargo Clearing Services, LLC. Aggregate beneficial ownership reported by Wells Fargo & Company is on a consolidated basis and includes any beneficial ownership separately reported by a subsidiary.

 

B-3


(e)

Bank of America Corporation and Banc of America Preferred Fund Corporation filed their Schedule 13D jointly and did not differentiate holdings as between each entity.

(f)

Morgan Stanley filed a Schedule 13G on its own behalf and on behalf of its subsidiary, Parametric Portfolio Associates LLC. Because securities owned by a subsidiary may be deemed owned by the parent, the aggregate beneficial ownership reported by Morgan Stanley includes beneficial ownership reported by Parametric Portfolio Associates LLC.

VRDP Shares are designed to be eligible for purchase by money market funds. Information with respect to aggregate holdings of these VRDP Shares associated with fund complexes identified by the remarketing agents as holding greater than 5% of the outstanding VRDP Shares of a Fund, including the number of VRDP Shares associated with the fund complex and percentage of total outstanding, is as follows: Virginia Municipal (series 1): The Toronto-Dominion Bank (1,280 shares (100.00%)).

MFP Shares are designed to be eligible for purchase by institutional investors. With confirmation of the holders of each series of MFP Shares, information with respect to aggregate holdings of MFP Shares associated with shareholders (number of MFP Shares and percentage of total outstanding) is as follows: Missouri Municipal (Series A): Banc of America Preferred Funding Corporation (180 shares (100.00%)); Municipal Credit Opportunities (Series A): Charles Schwab Family of Funds (200 shares (20.00%)), DWS Group GMBH & Co (93 shares (9.30%)), Federated Hermes Incorporated (377 shares (37.70%)), The Vanguard Group (330 shares (33.00%)); Credit Opportunities (Series B): Banc of America Preferred Funding Corporation (2,250 shares (100.00%)); Municipal Credit Opportunities (Series C): JPMorgan Chase Bank, N.A. (1,250 shares (100.00%)).

With assistance of the underwriter for each series of TFP Shares, information with respect to aggregate holdings of TFP Shares associated with shareholders (number of TFP Shares and percentage of total outstanding) is as follows: Floating Rate Income (Series A): Allspring Global Investments Family of Funds (34,000 shares (34.00%)), Charles Schwab Family of Funds (32,000 shares (32.00%)), Federated Hermes Institutional Prime Obligations Fund (34,000 shares (34.00%)); Floating Rate Opportunity (Series A): The Toronto-Dominion Bank (75,000 shares (100.00%)); Senior Income (Series A): The Toronto-Dominion Bank (40,000 shares (100.00%)); Short Duration (Series A): Allspring Global Investments Family of Funds (23,000 shares (33.00%)), Charles Schwab Family of Funds (24,000 shares (34.00%)), Federated Massachusetts Municipal Depository Trust Cash Portfolio (23,000 shares (33.00%)).

 

B-4


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
 
Core Equity Alpha   5    7    0    8    4    4    6    4 
Core Plus Impact   5    7    1    8    4    4    6    4 
Corporate Income 2023   5    7    0    8    4    4    6    4 
Credit Opportunities 2022   5    7    0    8    4    4    6    4 
Credit Strategies   5    7    0    8    4    4    7    4 
Dow Dynamic Overwrite   5    7    0    8    4    4    6    4 
Emerging Markets Debt   5    7    0    8    4    4    6    4 
Floating Rate Income   5    8    1    8    4    4    7    4 
Floating Rate Opportunity   5    8    1    8    4    4    7    4 
Georgia Municipal   5    8    0    8    4    4    8    4 
Global High Income   5    9    0    6    4    4    6    4 
Intermediate Duration   5    8    0    8    4    4    8    4 
Intermediate Duration Quality   5    8    0    8    4    4    8    4 
Minnesota Municipal   5    8    0    8    4    4    8    4 
Missouri Municipal   5    8    0    8    4    4    8    4 
Mortgage & Income   5    7    0    8    4    4    6    4 
Multi-Asset Income   5    7    0    8    4    4    6    4 
Multi-Market Income   5    7    0    8    4    4    7    4 
Municipal Credit Opportunities   5    7    0    8    4    4    7    4 
NASDAQ Dynamic Overwrite   5    7    0    8    4   ��4    6    4 
Preferred & Income Opportunities   5    7    0    8    4    4    7    4 
Preferred & Income Securities   5    7    0    8    4    4    7    4 

 

C-1


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
 
Preferred & Income Term   5    7    0    8    4    4    7    4 
Preferred & Income 2022   5    7    0    8    4    4    7    4 
Real Asset   5    7    0    8    4    4    6    4 
Real Estate Income   5    7    0    8    4    4    6    4 
S&P Buy-Write   5    7    0    8    4    4    6    4 
S&P Dynamic Overwrite   5    7    0    8    4    4    6    4 
Senior Income   5    8    1    8    4    4    7    4 
Short Duration   5    8    0    8    4    4    7    4 
Virginia Municipal   5    8    0    8    4    4    8    4 

 

 

C-2


 

LOGO

 

Nuveen

333 West Wacker Drive

Chicago, IL 60606-1286

(800) 257-8787

 

www.nuveen.com  JCE0422


LOGO

nuveen A TIAA Company NUVEEN FUNDS THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR AN ANNUAL MEETING OF SHAREHOLDERS, APRIL 8, 2022 COMMON SHARES The Annual Meeting of Shareholders will be held Friday, April 8, 2022 at 2:00 p.m. Central time virtually at the following Website: https://meetnow.global/MX6XKMJ. At this meeting, you will be asked to vote on the election of board members as described in the proxy statement attached. The undersigned, revoking previous proxies, hereby appoints Kevin J. McCarthy, Christopher M. Rohrbacher and Mark L. Winget, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Annual Meeting of Shareholders to be held on Friday, April 8, 2022, or any adjournment(s) thereof. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournments or postponements thereof. Receipt of the Notice of the Annual Meeting of Shareholders and the accompanying Joint Proxy Statement is hereby acknowledged. The shares of the Fund(s). represented hereby will be voted as indicated or FOR the proposals if no choice is indicated. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS for the Annual Meeting of Shareholders on April 8, 2022. The Joint Proxy Statement for this meeting is available at: http://www.nuveenproxy.com/Closed-End-Fund-Proxy-Information/ NUV_32535_021122 DO NOT TEAR FUNDS FUNDS FUNDS Nuveen Core Equity Alpha Fund Nuveen Core Plus Impact Fund Nuveen Corporate Income 2023 Target Term Fund Nuveen Credit Opportunities 2022 Target Term Fund Nuveen Credit Strategies Income Fund Nuveen Dow 30SM Dynamic Overwrite Fund Nuveen Emerging Markets Debt 2022 Target Term Fund Nuveen Global High Income Fund Nuveen Mortgage and Income Fund Nuveen Multi-Asset Income Fund Nuveen Multi-Market Income Fund Nuveen NASDAQ 100 Dynamic Overwrite Fund Nuveen Preferred & Income Opportunities Fund Nuveen Preferred & Income Securities Fund Nuveen Preferred and Income Term Fund Nuveen Preferred and Income 2022 Term Fund Nuveen Real Asset Income and Growth Fund Nuveen Real Estate Income Fund Nuveen S&P 500 Buy-Write Income Fund Nuveen S&P 500 Dynamic Overwrite Fund Nuveen Short Duration Credit Opportunities Fund Nuveen Georgia Quality Municipal Income Fund Nuveen Minnesota Quality Municipal Income Fund Nuveen Missouri Quality Municipal Income Fund Nuveen Virginia Quality Municipal Income Fund Nuveen Senior Income Fund Nuveen Floating Rate Income Fund Nuveen Floating Rate Income Opportunity Fund Nuveen Intermediate Duration Municipal Term Fund Nuveen Intermediate Duration Quality Municipal Term Fund Nuveen Municipal Credit Opportunities Fund VOTING OPTIONS Read your proxy statement and have it at hand when voting. 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 it in the postage-paid envelope. VOTE AT THE VIRTUAL MEETING at the following Website: https://meetnow.global/MX6XKMJ on April 8, 2022 at 2:00 p.m. Central Time. To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. xxxxxxxxxxxxxx code


LOGO

THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS. In their discretion, the proxy holders are authorized to vote upon such other matters as may properly come before the Annual Meeting or any 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 proposals. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: [X] A Proposals 1a. Election of Board Members: To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided. Class I: 01. Judith M. Stockdale 02. Carole E. Stone 03. Margaret L. Wolff FOR ALL WITHHOLD ALL FOR AL EXCEPT 01 Nuveen Short Duration Credit Opportunities Fund [    ] [    ] [    ] 02 Nuveen Georgia Quality Municipal Income Fund [    ] [    ] [    ] 03 Nuveen Minnesota Quality Municipal Income Fund 04 Nuveen Missouri Quality Municipal Income Fund [    ] [    ] [    ] 05 Nuveen Virginia Quality Municipal Income Fund [    ] [    ] [    ] 06 Nuveen Senior Income Fund [    ] [    ] [    ] 07 Nuveen Floating Rate Income Fund [    ] [    ] [    ] 08 Nuveen Floating Rate Income Opportunity Fund [    ] [    ] [    ] 09 Nuveen Intermediate Duration Municipal Term Fund [    ] [    ] [    ] 10 Nuveen Intermediate Duration Quality Municipal Term Fund [    ] [    ] [    ] 11 Nuveen Municipal Credit Opportunities 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 I * and Class III **: 01. William C. Hunter* 02. Judith M. Stockdale* 03. Carole E. Stone* 04. Margaret L. Wolff* 05. Jack B. Evans** 06. Albin F. Moschner** 07. Matthew Thornton III** FOR ALL WITHHOLD ALL FOR ALL EXCEPT 01. Nuveen Global High Income Fund [    ] [    ] [    ] 02. Nuveen Multi-Market Income Fund [    ] [    ] [    ] 1c. Election of Board Members: To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided. Class I: 01. William C. Hunter 02. Judith M. Stockdale 03. Carole E. Stone 04. Margaret L. Wolff FOR ALL WITHHOLD ALL FOR AL EXCEPT 01 Nuveen Core Equity Alpha Fund [    ] [    ] [    ] 02 Nuveen Core Plus Impact Fund [    ] [    ] [    ] 03 Nuveen Corporate Income 2023 Target Term Fund [    ] [    ] [    ] 04 Nuveen Credit Opportunities 2022 Target Term Fund [    ] [    ] [    ] 05 Nuveen Credit Strategies Income Fund [    ] [    ] [    ] 06 Nuveen Dow 30SM Dynamic Overwrite Fund [    ] [    ] [    ] 07 Nuveen Emerging Markets Debt 2022 Target Term Fund [    ] [    ] [    ] 08 Nuveen Mortgage and Income Fund [    ] [    ] [    ] 09 Nuveen Multi-Asset Income Fund [    ] [    ] [    ] 10 Nuveen NASDAQ 100 Dynamic Overwrite Fund [    ] [    ] [    ] 11 Nuveen Preferred & Income Opportunities Fund [    ] [    ] [    ] 12 Nuveen Preferred & Income Securities Fund [    ] [    ] [    ] 13 Nuveen Preferred and Income Term Fund [    ] [    ] [    ] 14 Nuveen Preferred and Income 2022 Term Fund [    ] [    ] [    ] 15 Nuveen Real Asset Income and Growth Fund [    ] [    ] [    ] 16 Nuveen Real Estate Income Fund [    ] [    ] [    ] 17 Nuveen S&P 500 Buy-Write Income Fund [    ] [    ] [    ] 18 Nuveen S&P 500 Dynamic Overwrite 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, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx NUV 32535 xxxxxxxx


LOGO

EVERY SHAREHOLDER’S VOTE IS IMPORTANT! Please detach at perforation before mailing. nuveen A TIAA Company NUVEEN MISSOURI QUALITY MUNICIPAL INCOME FUND THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR AN ANNUAL MEETING OF SHAREHOLDERS, APRIL 8, 2022 PREFERRED SHARES The Annual Meeting of Shareholders will be held Friday, April 8, 2022 at 2:00 p.m. Central time virtually via live webcast. At this meeting, you will be asked to vote on the election of board members as described in the proxy statement attached. The undersigned, revoking previous proxies, hereby appoints Kevin J. McCarthy, Christopher M. Rohrbacher and Mark L. Winget, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Annual Meeting of Shareholders to be held on Friday, April 8, 2022, or any adjournments or postponements thereof. PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. NOM_32535_021122_Pref WE URGE YOU TO SIGN, DATE AND MAIL THIS PROXY PROMPTLY


LOGO

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 April 8, 2022. The 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 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. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒ A Proposal 1a. Election of Board Members: Class I: Preferred Shares Only FOR ALL [    ] WITHHOLD ALL [    ] FOR ALL EXCEPT [    ] 01. Judith M. Stockdale 04. William C. Hunter 02. Carole E. Stone 05. Albin F. Moschner 03. Margaret L. Wolff 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 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, guardian, administrator, trustee, 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 NOM 32535 xxxxxxxx