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 ☐
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Under §240.14a-12 |
Nuveen Mortgage and Income Fund
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing. |
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| Notice of Annual Meeting of Shareholders to be held on May 8, 2023 |
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333 West Wacker Drive Chicago, Illinois 60606
(800) 257-8787 |
March 30, 2023
Nuveen Core Equity Alpha Fund
(JCE)
Nuveen Core Plus Impact Fund (NPCT)
Nuveen Corporate Income 2023 Target Term Fund (JHAA)
Nuveen Credit Strategies Income Fund (JQC)
Nuveen Dow
30SM Dynamic Overwrite Fund (DIAX)
Nuveen Global High Income Fund (JGH)
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 Fund (JPT)
Nuveen
Preferred and Income Term Fund (JPI)
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 Variable Rate Preferred & Income Fund (NPFD)
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 Strategies Income Fund (“Credit Strategies”), Nuveen Dow
30SM Dynamic Overwrite Fund (“Dow Dynamic Overwrite”), Nuveen Global High Income Fund (“Global High Income”), 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 Fund (“Preferred & Income”), Nuveen Preferred and Income Term Fund (“Preferred & Income Term”), 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 Variable Rate Preferred & Income Fund (“Variable Rate Preferred &
Income”) 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, May 8, 2023, at
2:00 p.m., Central time (for each Fund, an “Annual Meeting” and collectively, the “Annual Meetings”), for the following purposes and to transact such other business, if any, as may properly come before the Annual Meeting.
We will be hosting this year’s Annual Meeting as a completely virtual meeting of shareholders, which will be conducted online via live webcast. You will be
able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: https://meetnow.global/MT2MA5A 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: |
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a. |
For Core Plus Impact, Credit Strategies, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities,
Preferred & Income Opportunities, Preferred & Income Securities, Variable Rate Preferred & Income and Virginia Municipal, to elect six (6) Board Members. |
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i) |
one (1) Class I Board Member and three (3) Class II Board Members to be elected by the holders of
Common Shares and Preferred Shares, voting together as a single class; and |
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ii) |
two (2) Board Members to be elected by the holders of Preferred Shares only, voting separately as a single class.
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b. |
For Multi-Market Income, to elect three (3) Class I Board Members, three (3) Class II Board Members
and three (3) Class III Board Members. |
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c. |
For each Fund (except Core Plus Impact, Credit Strategies, Minnesota Municipal, Missouri Municipal, Multi-Market Income,
Municipal Credit Opportunities, Preferred & Income Opportunities, Preferred & Income Securities, Variable Rate Preferred & Income and Virginia Municipal), to elect one (1) Class I Board Member and three
(3) Class II 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 20, 2023 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
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| Joint Proxy Statement |
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333 West Wacker Drive
Chicago, Illinois 60606
(800) 257-8787 |
March 30, 2023
This Joint
Proxy Statement is first being mailed to shareholders on or about March 31, 2023.
Nuveen Core Equity Alpha Fund (JCE)
Nuveen Core Plus Impact Fund (NPCT)
Nuveen Corporate
Income 2023 Target Term Fund (JHAA)
Nuveen Credit Strategies Income Fund (JQC)
Nuveen Dow 30SM Dynamic Overwrite Fund (DIAX)
Nuveen Global High Income Fund (JGH)
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 Fund (JPT)
Nuveen
Preferred and Income Term Fund (JPI)
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 Variable Rate Preferred & Income Fund (NPFD)
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 Strategies Income Fund (“Credit Strategies”), Nuveen Dow 30SM Dynamic Overwrite Fund (“Dow Dynamic
Overwrite”), Nuveen Global High Income Fund (“Global High Income”), 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 Fund
(“Preferred & Income”), Nuveen Preferred and Income Term Fund (“Preferred & Income Term”), 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 Variable Rate Preferred & Income Fund (“Variable Rate Preferred & Income”) 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, May 8, 2023 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.
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/MT2MA5A at the meeting date and time. If your shares are registered in your name, to participate in the Annual Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control
number can be found in the shaded box. There is no physical location for the Annual Meeting.
If you hold your shares through an intermediary, such as a bank or
broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with
your name and email address to Computershare. You must contact the bank or broker who holds your shares to obtain your legal proxy. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern
Time, three (3) business days prior to the meeting date. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us by emailing an image of your
legal proxy to shareholdermeetings@computershare.com.
On the matters coming before each Annual Meeting as to which a choice has been specified by shareholders on
the proxy, the shares will be voted accordingly. If a properly executed proxy is returned and no choice is specified, the shares will be voted FOR the election of the
2
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:
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Common Shares(1) |
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Preferred Shares(2) |
| 1(a)(i) |
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For Core Plus Impact, Credit Strategies, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Preferred & Income Opportunities,
Preferred & Income Securities, Variable Rate Preferred & Income and Virginia Municipal, election of one (1) Class I Board Member and three (3) Class II Board Members by all shareholders. |
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X |
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X |
| 1(a)(ii) |
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For Core Plus Impact, Credit Strategies, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Preferred & Income Opportunities,
Preferred & Income Securities, Variable Rate Preferred & Income and Virginia Municipal, election of two (2) Board Members by holders of Preferred Shares only. |
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X |
| 1(b) |
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For Multi-Market Income, election of three (3) Class I Board Members, three (3) Class II Board Members and three (3) Class III
Board Members by all shareholders. |
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X |
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— |
| 1(c) |
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For each Fund (except Core Plus Impact, Credit Strategies, Minnesota Municipal, Missouri Municipal, Multi-Market Income, Municipal Credit Opportunities,
Preferred & Income Opportunities, Preferred & Income Securities, Variable Rate Preferred & Income and Virginia Municipal), election of one (1) Class I Board Member and three (3) Class II Board Members
by all shareholders. |
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X |
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— |
| (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 Minnesota Municipal; MuniFund Preferred
Shares (“MFP Shares”) for Missouri Municipal and Municipal Credit Opportunities; Taxable Fund Preferred Shares (“TFP Shares”) for Core Plus Impact, Credit Strategies, Preferred & Income Opportunities,
Preferred & Income Securities and Variable Rate Preferred & Income; and Variable Rate Demand Preferred Shares (“VRDP Shares”) for Virginia Municipal are collectively referred to herein as “Preferred Shares.”
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3
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 Core Plus Impact, Credit Strategies, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Preferred & Income Opportunities, Preferred & Income Securities,
Variable Rate Preferred & Income and Virginia Municipal), 331⁄3% of the Preferred Shares entitled to vote and represented in person (through participation
by means of remote or “virtual” communication) or by proxy will constitute a quorum. Votes cast 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 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.
4
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| Fund |
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Preferred Shares |
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Mode(1) |
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NYSE Rule
452 Applies? |
| Core Plus Impact |
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TFP Series A |
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Variable Rate Mode |
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No |
| Credit Strategies |
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TFP Series A |
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Variable Rate Demand
Mode |
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Yes |
| Minnesota Municipal |
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AMTP Series 2028 |
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N/A |
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No |
| Missouri Municipal |
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MFP Series A |
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Variable Rate Mode |
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No |
| Municipal Credit Opportunities |
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MFP Series A |
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Variable Rate Demand
Mode |
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Yes |
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MFP Series B |
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Variable Rate Mode |
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No |
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MFP Series C |
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Variable Rate Mode |
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No |
| Preferred & Income Opportunities |
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TFP Series A |
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Variable Rate Demand
Mode |
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Yes |
| Preferred & Income Securities |
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TFP Series A |
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Variable Rate Demand
Mode |
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Yes |
| Variable Rate Preferred & Income |
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TFP Series A |
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Variable Rate Demand
Mode |
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Yes |
| Virginia Municipal |
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VRDP Series 1 |
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Special Rate VRDP |
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No |
| (1) |
As of March 23, 2023. 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 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 20, 2023 will be entitled to one vote for each share held and a
proportionate fractional vote for each fractional vote held. As of January 20, 2023, the shares of the Funds were issued and outstanding as follows:
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| Fund |
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Ticker Symbol(1) |
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Common Shares |
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Preferred Shares |
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| Core Equity Alpha |
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JCE |
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16,084,218 |
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N/A |
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| Core Plus Impact |
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NPCT |
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28,755,000 |
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TFP Series A |
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70,000 |
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| Corporate Income 2023 |
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JHAA |
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7,746,950 |
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N/A |
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5
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| Fund |
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Ticker Symbol(1) |
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Common Shares |
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Preferred Shares |
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| Credit Strategies |
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JQC |
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135,609,290 |
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TFP Series A |
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140,000 |
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| Dow Dynamic Overwrite |
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DIAX |
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36,366,913 |
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N/A |
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| Global High Income |
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JGH |
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23,177,392 |
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N/A |
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| Intermediate Duration Quality |
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NIQ |
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13,098,868 |
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N/A |
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| Minnesota Municipal |
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NMS |
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5,787,057 |
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AMTP Series 2028 |
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498 |
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| Missouri Municipal |
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NOM |
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2,349,992 |
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MFP Series A |
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180 |
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| Mortgage & Income |
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JLS |
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5,476,626 |
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N/A |
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| Multi-Asset Income |
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NMAI |
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33,425,645 |
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N/A |
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| Multi-Market Income |
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JMM |
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9,462,350 |
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N/A |
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| Municipal Credit Opportunities |
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NMCO |
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54,800,161 |
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MFP Series A |
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1,000 |
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MFP Series B |
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2,250 |
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MFP Series C |
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1,250 |
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| NASDAQ Dynamic Overwrite |
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QQQX |
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48,475,374 |
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N/A |
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| Preferred & Income Opportunities |
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JPC |
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105,069,231 |
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TFP Series A |
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150,000 |
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| Preferred & Income Securities |
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JPS |
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205,710,931 |
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TFP Series A |
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270,000 |
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| Preferred & Income |
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JPT |
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4,391,624 |
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N/A |
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| Preferred & Income Term |
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JPI |
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22,772,419 |
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N/A |
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| Real Asset |
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JRI |
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27,453,679 |
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N/A |
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| Real Estate Income |
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JRS |
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28,892,471 |
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N/A |
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| S&P Buy-Write |
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BXMX |
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104,165,285 |
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N/A |
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| S&P Dynamic Overwrite |
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SPXX |
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17,960,021 |
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N/A |
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| Variable Rate Preferred & Income |
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NPFD |
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24,164,141 |
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TFP Series A |
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85,000 |
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| Virginia Municipal |
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NPV |
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17,924,699 |
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VRDP Series 1 |
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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”). |
| 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 each Fund with Preferred Shares outstanding (Core Plus Impact, Credit Strategies, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Preferred & Income Opportunities,
Preferred & Income Securities, Variable Rate Preferred & Income and Virginia Municipal), 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.
6
| |
(a) |
For Core Plus Impact, Credit Strategies, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities,
Preferred & Income Opportunities, Preferred & Income Securities, Variable Rate Preferred & Income and Virginia Municipal: |
| |
(i) |
four (4) Board Members are to be elected by holders of Common and Preferred Shares, voting together as a single
class. Current Board Members Lancellotta, Nelson and Toth have been designated as Class II Board Members and are nominees for election at the Annual Meeting to serve for a term expiring at the 2026 annual meeting of shareholders or until their
successors have been duly elected and qualified. Current Board Member Young, previously designated as a Class II Board Member, has been designated as a Class I Board Member and is a nominee for election at the Annual Meeting to serve for a
term expiring at the 2025 annual meeting of shareholders or until his successor has been duly elected and qualified. Board Members Evans, Medero, Thornton and Wolff are current and continuing Board Members. Board Member Wolff has been designated as
a Class I Board Member for a term expiring at the 2025 annual meeting of shareholders or until her successor has 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. Current
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 Multi-Market Income: nine (9) Board Members are to be elected by all shareholders. Current Board Members
Lancellotta, Nelson and Toth have been designated as Class II Board Members and are nominees for election at the Annual Meeting to serve for a term expiring at the 2026 annual meeting of shareholders or until their successors have been duly
elected and qualified. Current Board Member Young, previously designated as a Class II Board Member, and current Board Members Hunter and Wolff have been designated as Class I Board Members and are nominees for election at the Annual
Meeting to serve for a term expiring at the 2025 annual meeting of shareholders or until their successors have been duly elected and qualified. Current Board Members Evans, Moschner and Thornton have been designated as Class III Board Members
and are nominees for election at the Annual Meeting to serve for a term expiring at the 2024 annual meeting or until their successors have been duly elected and qualified. Board Member Medero is a current and continuing Board Member. Board Member
Medero has been designated as a Class III Board 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 Core Plus Impact, Credit Strategies, Minnesota Municipal, Missouri Municipal, Multi-Market
Income, Municipal Credit Opportunities, Preferred & Income Opportunities, Preferred & Income Securities, Variable Rate Preferred & Income and Virginia Municipal): four
(4) Board Members are to be elected by all shareholders. Current Board Members |
7
| |
Lancellotta, Nelson and Toth have been designated as Class II Board Members and are nominees for election at the Annual Meeting to serve for a term expiring at the 2026 annual meeting of
shareholders or until their successors have been duly elected and qualified. Current Board Member Young, previously designated as a Class II Board Member, has been designated as a Class I Board Member and is a nominee for election at the
Annual Meeting to serve for a term expiring at the 2025 annual meeting of shareholders or until his successor has been duly elected and qualified. Board Members Evans, Hunter, Medero, Moschner, Thornton and Wolff are current and continuing Board
Members. Board Members Hunter and Wolff have been designated as Class I 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, 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 Variable Rate
Preferred & Income and Multi-Market Income, Board Members Hunter and Wolff were last elected to the Fund’s Board as Class I Board Members at the annual meeting of shareholders held on April 8, 2022. For Multi-Market Income,
Board Members Hunter 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, Municipal Credit Opportunities and Variable Rate
Preferred & Income, 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, Intermediate Duration Quality, Multi-Asset Income,
Multi-Market Income and Variable Rate Preferred & 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. For Global High 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 8, 2022. For Intermediate Duration Quality,
Board Members Evans and Thornton were last elected to the Fund’s Board as Class III Board Members at the annual meeting of shareholders held on April 6, 2021, and Board Member Moschner was last elected to the Fund’s Board by
holders of the Fund’s then outstanding Preferred Shares at the annual meeting of shareholders held on April 8, 2022. For Multi-Market Income, Board Members Evans and Moschner were last elected to the Fund’s Board as Class III
Board Members at the annual meeting of shareholders held on April 11, 2018.
Board Members Elected by Holders of Preferred Shares: For Minnesota
Municipal, Missouri Municipal, Municipal Credit Opportunities 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 8, 2022.
8
Board Member Appointments/Initial Elections: Board Members Lancellotta and Medero were appointed to each Fund’s
Board effective June 1, 2021. For Municipal Credit Opportunities, the appointment of Board Members Evans, Moschner, Nelson, Toth and Young was ratified and approved by the initial shareholder on September 16, 2019. For Multi-Market Income,
Board Member Thornton was appointed to the Board of the Fund effective November 16, 2020. For Core Plus Impact, the appointment of Board Members Evans, Moschner, Nelson, Thornton, Toth and Young was ratified and approved by the initial
shareholder on April 27, 2021. For Multi-Asset Income, the appointment of Board Members Evans, Lancellotta, Medero, Moschner, Nelson, Thornton, Toth and Young was ratified and approved by the initial shareholder on November 16, 2021. For
Variable Rate Preferred & Income, the appointment of Board Members Evans, Hunter, Lancellotta, Medero, Moschner, Nelson, Thornton, Toth, Wolff and Young was ratified and approved by the initial shareholder on December 15, 2021.
Holdover Trustees: For Multi-Market Income, Board Members Evans, Moschner and Thornton (the “Class III Trustees”) stood for election at the
annual meeting of shareholders held on April 6, 2021 (the “2021 Shareholder Meeting”). Pursuant to Multi-Market Income’s By-Laws, because the number of persons nominated for election as
trustees at Multi-Market Income’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
Multi-Market Income’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 Multi-Market Income’s 2021 Shareholder Meeting. Board Members
Hunter and Wolff (the “Class I Trustees”) and the Class III Trustees stood for election at the annual meeting of shareholders held on April 8, 2022 (the “2022 Shareholder Meeting”). Because a quorum was not present
at Multi-Market Income’s 2022 Shareholder Meeting, action could not be taken on the election of trustees at Multi-Market Income’s 2022 Shareholder Meeting. As a result, the Class I and Class III Trustees continue to serve a
“holdover” term as trustees of Multi-Market Income, until their successors have been duly elected and qualified. If elected at Multi-Market Income’s 2023 Annual Meeting, the Class I and Class III Trustees will serve for the
remainder of the terms of the Class I and Class III Trustees, expiring at the annual meeting of shareholders to be held in 2025 and 2024, respectively, 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 and nominee as Class II Board Member until 2026 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), formerly, Chair of its Investment Committee (2017-2022); 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 and, for Multi-Market Income, nominee as 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 Board Member until 2023 annual shareholder meeting and nominee for term until 2024 annual shareholder meeting or Class I Board Member
until 2025 annual shareholder meeting and, for Multi-Market Income, nominee as Class I Board Member until 2025 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 c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606 1959 |
|
Board Member |
|
Term: Class II Board Member until 2023 annual shareholder meeting and nominee for Class II Board Member until 2026 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 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 Board Member until 2023 annual shareholder meeting and nominee for term until 2024 annual shareholder meeting or Class III Board
Member until 2024 annual shareholder meeting and, for Multi-Market Income, nominee as 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 and nominee for Class II Board Member term until 2026 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 |
|
|
|
|
|
|
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 and, for Multi-Market Income, nominee as 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). |
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 |
|
|
|
|
|
|
Margaret L. Wolff
c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606
1955 |
|
Board Member |
|
Term: Class I Board Member until 2025 annual shareholder meeting and, for Multi-Market Income, nominee as Class I Board Member until 2025
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), formerly, Chair (2015-2022) 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.) |
|
|
|
|
|
|
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 and nominee as Class I Board Member until 2025 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. |
15
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, 2022
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, 2022 is also set forth in Appendix A. As of
January 20, 2023, each Board Member’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of the Fund. As of January 20, 2023, the Board Members and executive officers as a group
beneficially owned less than 1% of the outstanding shares of each Fund.
Compensation
Effective January 1, 2023, Independent Board Members receive a $210,000 annual retainer, increased from $205,000 as of January 1, 2022, plus they receive
(a) a fee of $7,250, increased from $7,000 as of January 1, 2022, per day for attendance at regularly scheduled meetings of the Board; (b) a fee of $4,000, increased from $3,000 as of January 1, 2022, per meeting for attendance
at special, non-regularly scheduled Board meetings; (c) a fee of $2,500 per meeting for attendance at Audit Committee meetings, Closed-End Fund Committee meetings
and Investment Committee Meetings; (d) a fee of $5,000 per meeting for attendance at Compliance, Risk Management and Regulatory Oversight Committee meetings; (e) a fee of $1,250 per meeting for attendance at Dividend Committee meetings;
(f) a fee of $500 per meeting for attendance at all other committee meetings, and $100 per meeting when the Executive Committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings, provided that
no fees are received for meetings held on days on which regularly scheduled Board meetings are held. In addition to the payments described above, the Chair of the Board receives $140,000, increased from $125,000 as of January 1, 2022, and the
chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Nominating and Governance Committee, the Closed-End Funds Committee and the
Investment Committee receive $20,000 each as additional retainers. Independent Board Members also receive a fee of $5,000, increased from $2,500 as of January 1, 2022, per day for site visits to entities that provide services to the Nuveen
Funds on days on which no Board meeting is held. Per meeting fees for unscheduled Committee meetings or meetings of Ad Hoc or Special Assignment Committees will be determined by the Chair of such Committee based on the complexity or time commitment
associated with the particular meeting. As of January 1, 2022, when Ad Hoc committees were organized, the Nominating and Governance Committee at the time of formation determined compensation to be paid to the members of such committee; however,
in general, such fees were $1,000 per meeting for attendance in person or by telephone at ad hoc committee meetings where in-person attendance was required and $500 per meeting for attendance by telephone or
in person at such meetings where in-person attendance was not required. The annual retainer, fees and expenses are allocated among the Nuveen Funds on
16
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.
The Funds do not have retirement or pension plans. Certain Nuveen funds (the “Participating
Funds”) participate in a deferred compensation plan (the “Deferred Compensation Plan”) that permits an Independent Board Member to elect to defer receipt of all or a portion of his or her compensation as an Independent Board Member.
The deferred compensation of a participating Independent Board Member is credited to a book reserve account of the Participating Fund when the compensation would otherwise have been paid to such Independent Board Member. The value of an Independent
Board Member’s deferral account at any time is equal to the value that the account would have had if contributions to the account had been invested and reinvested in shares of one or more of the eligible Nuveen funds. At the time for commencing
distributions from an Independent Board Member’s deferral account, the Independent Board Member may elect to receive distributions in a lump sum or over a period of five years. The Participating Fund will not be liable for any other fund’s
obligations to make distributions under the Deferred Compensation Plan.
The Funds have no employees. The officers of the Funds and the Board Members of each Fund
who are not Independent Board Members serve without any compensation from the Funds. 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.
17
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(2) |
|
|
Carole E.
Stone(2) |
|
|
Matthew
Thornton III |
|
|
Terence
J. Toth |
|
|
Margaret
L. Wolff |
|
|
Robert L.
Young |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Core Equity Alpha |
|
$ |
615 |
|
|
$ |
602 |
|
|
$ |
553 |
|
|
$ |
550 |
|
|
$ |
791 |
|
|
$ |
738 |
|
|
$ |
556 |
|
|
$ |
604 |
|
|
$ |
680 |
|
|
$ |
794 |
|
|
$ |
621 |
|
|
$ |
742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Core Plus Impact |
|
|
1,611 |
|
|
|
1,600 |
|
|
|
1,450 |
|
|
|
1,440 |
|
|
|
2,131 |
|
|
|
1,983 |
|
|
|
1,457 |
|
|
|
1,580 |
|
|
|
1,820 |
|
|
|
2,037 |
|
|
|
1,647 |
|
|
|
1,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Corporate Income 2023 |
|
|
234 |
|
|
|
228 |
|
|
|
209 |
|
|
|
208 |
|
|
|
304 |
|
|
|
285 |
|
|
|
215 |
|
|
|
231 |
|
|
|
261 |
|
|
|
299 |
|
|
|
239 |
|
|
|
296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Credit Strategies |
|
|
3,254 |
|
|
|
3,133 |
|
|
|
2,910 |
|
|
|
2,948 |
|
|
|
3,468 |
|
|
|
3,356 |
|
|
|
2,926 |
|
|
|
3,198 |
|
|
|
3,061 |
|
|
|
4,188 |
|
|
|
3,286 |
|
|
|
2,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dow Dynamic Overwrite |
|
|
1,538 |
|
|
|
1,496 |
|
|
|
1,381 |
|
|
|
1,373 |
|
|
|
1,973 |
|
|
|
1,843 |
|
|
|
1,391 |
|
|
|
1,510 |
|
|
|
1,698 |
|
|
|
1,987 |
|
|
|
1,547 |
|
|
|
1,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Global High Income |
|
|
1,098 |
|
|
|
1,030 |
|
|
|
987 |
|
|
|
981 |
|
|
|
1,196 |
|
|
|
1,150 |
|
|
|
994 |
|
|
|
1,077 |
|
|
|
1,041 |
|
|
|
1,397 |
|
|
|
1,067 |
|
|
|
1,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Intermediate Duration Quality |
|
|
544 |
|
|
|
532 |
|
|
|
379 |
|
|
|
388 |
|
|
|
569 |
|
|
|
562 |
|
|
|
520 |
|
|
|
544 |
|
|
|
513 |
|
|
|
676 |
|
|
|
541 |
|
|
|
552 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Minnesota Municipal |
|
|
303 |
|
|
|
297 |
|
|
|
210 |
|
|
|
215 |
|
|
|
317 |
|
|
|
314 |
|
|
|
290 |
|
|
|
304 |
|
|
|
286 |
|
|
|
376 |
|
|
|
302 |
|
|
|
308 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Missouri Municipal |
|
|
109 |
|
|
|
106 |
|
|
|
75 |
|
|
|
77 |
|
|
|
113 |
|
|
|
112 |
|
|
|
104 |
|
|
|
109 |
|
|
|
102 |
|
|
|
135 |
|
|
|
108 |
|
|
|
110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Mortgage & Income |
|
|
357 |
|
|
|
334 |
|
|
|
321 |
|
|
|
319 |
|
|
|
389 |
|
|
|
374 |
|
|
|
323 |
|
|
|
350 |
|
|
|
338 |
|
|
|
456 |
|
|
|
347 |
|
|
|
366 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Multi-Asset Income |
|
|
2,813 |
|
|
|
1,893 |
|
|
|
1,729 |
|
|
|
1,718 |
|
|
|
3,534 |
|
|
|
3,369 |
|
|
|
2,184 |
|
|
|
2,609 |
|
|
|
3,176 |
|
|
|
2,445 |
|
|
|
1,924 |
|
|
|
2,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Multi-Market Income |
|
|
214 |
|
|
|
210 |
|
|
|
148 |
|
|
|
151 |
|
|
|
224 |
|
|
|
222 |
|
|
|
202 |
|
|
|
213 |
|
|
|
202 |
|
|
|
266 |
|
|
|
211 |
|
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Municipal Credit Opportunities |
|
|
2,683 |
|
|
|
2,518 |
|
|
|
2,401 |
|
|
|
2,378 |
|
|
|
2,917 |
|
|
|
2,815 |
|
|
|
2,421 |
|
|
|
2,632 |
|
|
|
2,547 |
|
|
|
3,388 |
|
|
|
2,599 |
|
|
|
2,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| NASDAQ Dynamic Overwrite |
|
|
2,945 |
|
|
|
2,884 |
|
|
|
2,648 |
|
|
|
2,633 |
|
|
|
3,782 |
|
|
|
3,522 |
|
|
|
2,664 |
|
|
|
2,892 |
|
|
|
3,245 |
|
|
|
3,802 |
|
|
|
2,977 |
|
|
|
3,546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred & Income Opportunities |
|
|
1,396 |
|
|
|
1,389 |
|
|
|
357 |
|
|
|
364 |
|
|
|
1,428 |
|
|
|
1,413 |
|
|
|
376 |
|
|
|
401 |
|
|
|
1,375 |
|
|
|
503 |
|
|
|
401 |
|
|
|
132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred & Income Securities |
|
|
3,367 |
|
|
|
3,247 |
|
|
|
3,008 |
|
|
|
3,051 |
|
|
|
3,594 |
|
|
|
3,477 |
|
|
|
3,028 |
|
|
|
3,309 |
|
|
|
3,164 |
|
|
|
4,254 |
|
|
|
3,320 |
|
|
|
2,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred & Income |
|
|
6,552 |
|
|
|
6,318 |
|
|
|
5,851 |
|
|
|
5,937 |
|
|
|
6,994 |
|
|
|
6,766 |
|
|
|
5,892 |
|
|
|
6,440 |
|
|
|
6,157 |
|
|
|
8,278 |
|
|
|
6,460 |
|
|
|
5,452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred & Income Term |
|
|
1,822 |
|
|
|
1,757 |
|
|
|
1,627 |
|
|
|
1,651 |
|
|
|
1,945 |
|
|
|
1,881 |
|
|
|
1,639 |
|
|
|
1,791 |
|
|
|
1,712 |
|
|
|
2,304 |
|
|
|
1,796 |
|
|
|
1,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Real Asset |
|
|
1,424 |
|
|
|
1,395 |
|
|
|
1,279 |
|
|
|
1,271 |
|
|
|
1,872 |
|
|
|
1,752 |
|
|
|
1,289 |
|
|
|
1,397 |
|
|
|
1,609 |
|
|
|
1,814 |
|
|
|
1,442 |
|
|
|
1,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Real Estate Income |
|
|
1,027 |
|
|
|
1,010 |
|
|
|
922 |
|
|
|
916 |
|
|
|
1,348 |
|
|
|
1,258 |
|
|
|
928 |
|
|
|
1,007 |
|
|
|
1,155 |
|
|
|
1,304 |
|
|
|
1,041 |
|
|
|
1,262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| S&P Buy-Write |
|
|
3,649 |
|
|
|
3,561 |
|
|
|
3,279 |
|
|
|
3,261 |
|
|
|
4,687 |
|
|
|
4,372 |
|
|
|
3,302 |
|
|
|
3,584 |
|
|
|
4,028 |
|
|
|
4,716 |
|
|
|
3,680 |
|
|
|
4,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| S&P Dynamic Overwrite |
|
|
742 |
|
|
|
723 |
|
|
|
667 |
|
|
|
663 |
|
|
|
953 |
|
|
|
889 |
|
|
|
671 |
|
|
|
729 |
|
|
|
819 |
|
|
|
959 |
|
|
|
748 |
|
|
|
895 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Variable Rate Preferred & Income |
|
|
1,212 |
|
|
|
1,093 |
|
|
|
1,064 |
|
|
|
1,052 |
|
|
|
2,621 |
|
|
|
2,473 |
|
|
|
1,082 |
|
|
|
1,190 |
|
|
|
2,367 |
|
|
|
1,684 |
|
|
|
1,249 |
|
|
|
1,638 |
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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(2) |
|
|
Carole E.
Stone(2) |
|
|
Matthew
Thornton III |
|
|
Terence
J. Toth |
|
|
Margaret
L. Wolff |
|
|
Robert L.
Young |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Virginia Municipal |
|
$
|
846 |
|
|
$
|
843 |
|
|
$
|
597 |
|
|
$
|
612 |
|
|
$
|
900 |
|
|
$
|
891 |
|
|
$
|
781 |
|
|
$
|
840 |
|
|
$
|
812 |
|
|
$
|
1,067 |
|
|
$
|
848 |
|
|
$
|
814 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Compensation from Nuveen Funds Paid to Board Members |
|
$ |
412,281 |
|
|
$ |
382,750 |
|
|
$ |
368,508 |
|
|
$ |
366,323 |
|
|
$ |
443,950 |
|
|
$ |
429,000 |
|
|
$ |
371,848 |
|
|
$ |
402,906 |
|
|
$ |
390,250 |
|
|
$ |
526,950 |
|
|
$ |
396,076 |
|
|
$ |
416,325 |
|
| (1) |
Board Members Lancellotta and Medero were appointed to the Board of each Fund effective June 1, 2021.
|
| (2) |
Board Members Stockdale and Stone retired effective December 31, 2022. |
| (*) |
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:
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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(2) |
|
|
Carole E.
Stone(2) |
|
|
Matthew
Thornton III |
|
|
Terence J.
Toth |
|
|
Margaret
L. Wolff |
|
|
Robert L.
Young |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Core Equity Alpha |
|
$ |
57 |
|
|
$ |
— |
|
|
$ |
127 |
|
|
$ |
193 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
371 |
|
|
$ |
143 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
261 |
|
|
$ |
593 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Core Plus Impact |
|
|
150 |
|
|
|
— |
|
|
|
333 |
|
|
|
505 |
|
|
|
— |
|
|
|
— |
|
|
|
971 |
|
|
|
371 |
|
|
|
— |
|
|
|
— |
|
|
|
689 |
|
|
|
1,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Corporate Income 2023 |
|
|
17 |
|
|
|
— |
|
|
|
51 |
|
|
|
77 |
|
|
|
— |
|
|
|
— |
|
|
|
120 |
|
|
|
43 |
|
|
|
— |
|
|
|
— |
|
|
|
84 |
|
|
|
171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Credit Strategies |
|
|
283 |
|
|
|
— |
|
|
|
497 |
|
|
|
753 |
|
|
|
— |
|
|
|
— |
|
|
|
1,789 |
|
|
|
735 |
|
|
|
— |
|
|
|
— |
|
|
|
1,288 |
|
|
|
2,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dow Dynamic Overwrite |
|
|
144 |
|
|
|
— |
|
|
|
323 |
|
|
|
490 |
|
|
|
— |
|
|
|
— |
|
|
|
932 |
|
|
|
357 |
|
|
|
— |
|
|
|
— |
|
|
|
656 |
|
|
|
1,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Global High Income |
|
|
102 |
|
|
|
— |
|
|
|
232 |
|
|
|
351 |
|
|
|
— |
|
|
|
— |
|
|
|
666 |
|
|
|
254 |
|
|
|
— |
|
|
|
— |
|
|
|
459 |
|
|
|
894 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Intermediate Duration Quality |
|
|
13 |
|
|
|
— |
|
|
|
38 |
|
|
|
57 |
|
|
|
— |
|
|
|
— |
|
|
|
90 |
|
|
|
32 |
|
|
|
— |
|
|
|
— |
|
|
|
63 |
|
|
|
103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Minnesota Municipal |
|
|
7 |
|
|
|
— |
|
|
|
22 |
|
|
|
33 |
|
|
|
— |
|
|
|
— |
|
|
|
52 |
|
|
|
18 |
|
|
|
— |
|
|
|
— |
|
|
|
36 |
|
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Missouri Municipal |
|
|
3 |
|
|
|
— |
|
|
|
8 |
|
|
|
12 |
|
|
|
— |
|
|
|
— |
|
|
|
18 |
|
|
|
6 |
|
|
|
— |
|
|
|
— |
|
|
|
13 |
|
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Mortgage & Income |
|
|
33 |
|
|
|
— |
|
|
|
77 |
|
|
|
116 |
|
|
|
— |
|
|
|
— |
|
|
|
218 |
|
|
|
83 |
|
|
|
— |
|
|
|
— |
|
|
|
150 |
|
|
|
291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Multi-Asset Income |
|
|
168 |
|
|
|
— |
|
|
|
409 |
|
|
|
619 |
|
|
|
— |
|
|
|
— |
|
|
|
1,113 |
|
|
|
417 |
|
|
|
— |
|
|
|
— |
|
|
|
798 |
|
|
|
1,795 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Multi-Market Income |
|
|
5 |
|
|
|
— |
|
|
|
14 |
|
|
|
21 |
|
|
|
— |
|
|
|
— |
|
|
|
33 |
|
|
|
12 |
|
|
|
— |
|
|
|
— |
|
|
|
23 |
|
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Municipal Credit Opportunities |
|
|
251 |
|
|
|
— |
|
|
|
565 |
|
|
|
856 |
|
|
|
— |
|
|
|
— |
|
|
|
1,631 |
|
|
|
622 |
|
|
|
— |
|
|
|
— |
|
|
|
1,122 |
|
|
|
2,187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| NASDAQ Dynamic Overwrite |
|
|
275 |
|
|
|
— |
|
|
|
607 |
|
|
|
919 |
|
|
|
— |
|
|
|
— |
|
|
|
1,773 |
|
|
|
682 |
|
|
|
— |
|
|
|
— |
|
|
|
1,250 |
|
|
|
2,839 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred & Income Opportunities |
|
|
108 |
|
|
|
— |
|
|
|
48 |
|
|
|
73 |
|
|
|
— |
|
|
|
— |
|
|
|
116 |
|
|
|
41 |
|
|
|
— |
|
|
|
— |
|
|
|
80 |
|
|
|
132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred & Income Securities |
|
|
292 |
|
|
|
— |
|
|
|
489 |
|
|
|
741 |
|
|
|
— |
|
|
|
— |
|
|
|
1,830 |
|
|
|
760 |
|
|
|
— |
|
|
|
— |
|
|
|
1,279 |
|
|
|
2,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred & Income |
|
|
568 |
|
|
|
— |
|
|
|
948 |
|
|
|
1,436 |
|
|
|
— |
|
|
|
— |
|
|
|
3,558 |
|
|
|
1,479 |
|
|
|
— |
|
|
|
— |
|
|
|
2,486 |
|
|
|
5,452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred & Income Term |
|
|
158 |
|
|
|
— |
|
|
|
265 |
|
|
|
401 |
|
|
|
— |
|
|
|
— |
|
|
|
990 |
|
|
|
411 |
|
|
|
— |
|
|
|
— |
|
|
|
692 |
|
|
|
1,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Real Asset |
|
|
133 |
|
|
|
— |
|
|
|
308 |
|
|
|
466 |
|
|
|
— |
|
|
|
— |
|
|
|
870 |
|
|
|
330 |
|
|
|
— |
|
|
|
— |
|
|
|
616 |
|
|
|
1,395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Real Estate Income |
|
|
96 |
|
|
|
— |
|
|
|
216 |
|
|
|
327 |
|
|
|
— |
|
|
|
— |
|
|
|
622 |
|
|
|
237 |
|
|
|
— |
|
|
|
— |
|
|
|
440 |
|
|
|
1,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| S&P Buy-Write |
|
|
341 |
|
|
|
— |
|
|
|
761 |
|
|
|
1,153 |
|
|
|
— |
|
|
|
— |
|
|
|
2,206 |
|
|
|
847 |
|
|
|
— |
|
|
|
— |
|
|
|
1,554 |
|
|
|
3,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| S&P Dynamic Overwrite |
|
|
69 |
|
|
|
— |
|
|
|
155 |
|
|
|
235 |
|
|
|
— |
|
|
|
— |
|
|
|
449 |
|
|
|
172 |
|
|
|
— |
|
|
|
— |
|
|
|
316 |
|
|
|
714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Variable Rate Preferred & Income |
|
|
95 |
|
|
|
— |
|
|
|
279 |
|
|
|
423 |
|
|
|
— |
|
|
|
— |
|
|
|
664 |
|
|
|
236 |
|
|
|
— |
|
|
|
— |
|
|
|
463 |
|
|
|
1,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Virginia Municipal |
|
|
70 |
|
|
|
— |
|
|
|
60 |
|
|
|
91 |
|
|
|
— |
|
|
|
— |
|
|
|
416 |
|
|
|
192 |
|
|
|
— |
|
|
|
— |
|
|
|
288 |
|
|
|
757 |
|
20
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 and underwriting contracts), 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, compliance and investment risk to certain committees (as summarized below). In
21
addition, the Board believes that the periodic rotation of Board Members among the different committees allows the Board Members to gain additional and different perspectives of a Fund’s
operations. The Board has established seven standing committees: the Executive Committee, the Dividend Committee, the Audit Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Investment Committee, the Nominating and
Governance Committee and the Closed-End 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. For more information on the Board, please visit www.nuveen.com/fundgovernance.
Executive Committee. The Executive
Committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board. The members of the Executive Committee are Mr. Toth, Chair, Mr. Nelson 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. Nelson, Ms. Lancellotta 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 (the “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
22
listing standards of the NYSE or NASDAQ, as applicable. Members of the Audit Committee are independent (as set forth in the Charter) and free of any relationship that, in the opinion of the Board
Members, would interfere with their exercise of independent judgment as an Audit Committee member. The members of the Audit Committee are Mr. Nelson, Chair, Mr. Evans, Mr. Moschner, Ms. Wolff 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/fundgovernance. The number of Audit Committee meetings of each Fund held during its last fiscal year is shown in
Appendix C.
Compliance, Risk Management and Regulatory Oversight Committee. The Compliance, Risk Management and Regulatory
Oversight Committee (the “Compliance Committee”) is responsible for the oversight of compliance issues, risk management and other regulatory matters affecting the Funds that are not otherwise under or within the jurisdiction of the other
committees. The Board has adopted and periodically reviews policies and procedures designed to address the Funds’ compliance and risk matters. As part of its duties, the Compliance Committee: reviews the policies and procedures relating to
compliance matters and recommends modifications thereto as necessary or appropriate to the full Board; develops new policies and procedures as new regulatory matters affecting the Funds arise from time to time; evaluates or considers any comments or
reports from examinations from regulatory authorities and responses thereto; and performs any special reviews, investigations or other oversight responsibilities relating to risk management, compliance and/or regulatory matters as requested by the
Board.
In addition, the Compliance Committee is responsible for risk oversight, including, but not limited to, the oversight of general risks related to investments
which are not reviewed by other committees, such as liquidity and derivatives usage; risks related to product structure elements, such as leverage; techniques that may be used to address the foregoing risks, such as hedging and swaps and Fund
operational risk and risks related to the overall operation of the Nuveen enterprise and, in each case, the controls designed to address or mitigate such risks. In assessing issues brought to the Compliance Committee’s attention or in reviewing
a particular policy, procedure, investment technique or strategy, the Compliance Committee evaluates the risks to the Funds in adopting a particular approach or resolution compared to the anticipated benefits to the Funds and their shareholders. In
fulfilling its obligations, the Compliance Committee meets on a quarterly basis, and at least once a year in person. The Compliance Committee receives written and oral reports from the Funds’ Chief Compliance Officer (“CCO”) and meets
privately with the CCO at each of its quarterly meetings. The CCO also provides an annual report to the full Board regarding the operations of the Funds’ and other service providers’ compliance programs as well as any recommendations for
modifications thereto. 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. Thornton and Mr. Toth. The number of Compliance Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.
Nominating and Governance Committee. The Nominating and Governance Committee is responsible for seeking, identifying and recommending to the Board qualified
candidates for election or appointment to the Board. In addition, the Nominating and Governance Committee oversees matters of corporate governance, including the evaluation of Board performance and processes, the assignment and rotation of committee
members, and the establishment of
23
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/fundgovernance, and is composed entirely of Independent Board Members, who are also “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, 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.
24
Investment Committee. The Investment Committee is responsible for the oversight of Fund performance, investment risk
management and other portfolio-related matters affecting the Funds which are not otherwise the jurisdiction of the other Board committees. As part of such oversight, the Investment Committee reviews each Fund’s investment performance and
investment risks, which may include, but is not limited to, an evaluation of Fund performance relative to investment objectives, benchmarks and peer group; a review of risks related to portfolio investments, such as exposures to particular issuers,
market sectors, or types of securities, as well as consideration of other factors that could impact or are related to Fund performance; and an assessment of Fund objectives, policies and practices as such may relate to Fund performance. In assessing
issues brought to the committee’s attention or in reviewing an investment policy, technique or strategy, the Investment Committee evaluates the risks to the Funds in adopting or recommending a particular approach or resolution compared to the
anticipated benefits to the Funds and their shareholders.
In fulfilling its obligations, the Investment Committee receives quarterly reports from the investment
oversight and the investment risk groups at Nuveen. Such groups also report to the full Board on a quarterly basis and the full Board participates in further discussions with fund management at its quarterly meetings regarding matters relating to
Fund performance and investment risks, including with respect to the various drivers of performance and Fund use of leverage and hedging. Accordingly, the Board directly and/or in conjunction with the Investment Committee oversees the investment
performance and investment risk management of the Funds. The Investment Committee operates under a written charter adopted and approved by the Board. This committee is composed of the Independent Board Members of the Funds. Accordingly, the members
of the Investment Committee are Dr. Hunter, Chair, Mr. Evans, Ms. Lancellotta, Ms. Medero, Mr. Moschner, Mr. Nelson, Mr. Thornton, Mr. Toth, Ms. Wolff and Mr. Young. The Investment Committee was
formed in January 2023 and did not meet during any Fund’s last fiscal year.
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
25
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 through his or her educational background; business, professional training or practice;
public service or academic positions; experience from service as a board member or executive of investment funds, public companies or significant private or
not-for-profit entities or other organizations; and/or other life experiences. Accordingly, set forth below is a summary of the experiences, qualifications, attributes
and skills that led to the conclusion, as of the date of this document, that each Board Member should serve in that capacity. References to the experiences, qualifications, attributes and skills of Board Members are pursuant to requirements of the
SEC, 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.
26
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, 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
27
Policy at Barclays Group (IBIM), where she provided policy guidance and directed legislative and regulatory advocacy programs for the investment banking, investment management and wealth
management businesses. Before joining BGI, Ms. Medero was a Partner at Orrick, Herrington & Sutcliffe LLP from 1993 to 1995, where she specialized in derivatives and financial markets regulation issues. Additionally, she served as
General Counsel of the Commodity Futures Trading Commission (CFTC) from 1989 to 1993 and, from 1986 to 1989, she was Deputy Associate Director/Associate Director for Legal and Financial Affairs at The White House Office of Presidential Personnel.
Further, from 2006 to 2010, Ms. Medero was a member of the CFTC Global Markets Advisory Committee and she has been actively involved in financial industry associations, serving as Chair of the Steering Committee of the SIFMA (Securities
Industry and Financial Markets Association) Asset Management Group (2016-2018) and Chair of the CTA (Commodity Trading Advisor), CPO (Commodity Pool Operator) and Futures Committee of the Managed Funds Association (2010-2012). Ms. Medero also
chaired the Corporations, Antitrust and Securities Practice Group of The Federalist Society for Law and Public Policy (2010-2023 and 2000-2002). 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 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
28
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.
Matthew Thornton III
Mr. Thornton has over 40 years of
broad leadership and operating experience from his career with FedEx Corporation (“FedEx”), which, through its portfolio of companies, provides transportation, e-commerce and business services. In
November 2019, Mr. Thornton retired as Executive Vice President and Chief Operating Officer of FedEx Freight Corporation (FedEx Freight), a subsidiary of FedEx, where, from May 2018 until his retirement, he had been responsible for day-to-day operations, strategic guidance, modernization of freight operations and delivering innovative customer solutions. From September 2006 to May 2018, Mr. Thornton
served as Senior Vice President, U.S. Operations at Federal Express Corporation (FedEx Express), a subsidiary of FedEx. Prior to September 2006, Mr. Thornton held a range of positions of increasing responsibility with FedEx, including various
management positions. In addition, Mr. Thornton currently (since 2014) serves on the Board of Directors of The Sherwin-Williams Company, where he is a member of the Audit Committee and the Nominating and Corporate Governance Committee, and the
Board of Directors of Crown Castle International (since 2020), where he is a member of the Strategy Committee and the Compensation Committee. Formerly (2012-2018), he was a member of the Board of Directors of Safe Kids Worldwide®, a non-profit organization dedicated to the prevention of childhood injuries. Mr. Thornton is a member (since 2014) of the Executive Leadership
Council (ELC), the nation’s premier organization of global black senior executives. He is also a member of the National Association of Corporate Directors (NACD). Mr. Thornton has been recognized by Black Enterprise on its 2017 list of the
Most Powerful Executives in Corporate America and by Ebony on its 2016 Power 100 list of the world’s most influential and inspiring African Americans. Mr. Thornton received a B.B.A. degree from the University of Memphis in 1980 and an
M.B.A. from the University of Tennessee in 2001. Mr. Thornton joined the Board in 2020.
Terence J. Toth
Mr. Toth, 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
29
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 was Chair of its Investment Committee from 2017 to 2022 and previously served as a Director of LogicMark LLC (2012-2016) and of Fulcrum IT Service LLC (2010-2019). Mr. Toth graduated with a Bachelor of Science
degree from the University of Illinois, and received his MBA from New York University. In 2005, he graduated from the CEO Perspectives Program at Northwestern University. Mr. Toth joined the Board in 2008.
Margaret L. Wolff
Ms. Wolff retired from Skadden,
Arps, Slate, Meagher & Flom LLP in 2014 after more than 30 years of providing client service in the Mergers & Acquisitions Group. During her legal career, Ms. Wolff devoted significant time to advising boards and senior
management on U.S. and international corporate, securities, regulatory and strategic matters, including governance, shareholder, fiduciary, operational and management issues. Ms. Wolff has been a trustee of New York-Presbyterian Hospital since
2005 and, since 2004, she has served as a trustee of The John A. Hartford Foundation (a philanthropy dedicated to improving the care of older adults) where she formerly served as Chair from 2015 to 2022. From 2013 to 2017, she was a Board member of
Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each of which is a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.). From 2005 to 2015, she was a trustee of Mt. Holyoke
College and served as Vice Chair of the Board from 2011 to 2015. Ms. Wolff received her Bachelor of Arts from Mt. Holyoke College and her Juris Doctor from Case Western Reserve University School of Law. Ms. Wolff joined the Board in 2016.
Robert L. Young
Mr. Young has more than 30 years
of experience in the investment management industry. From 1997 to 2017, he held various positions with J.P. Morgan Investment Management Inc. (“J.P. Morgan Investment”) and its affiliates (collectively, “J.P. Morgan”). Most
recently, he served as Chief Operating Officer and Director of J.P. Morgan Investment (from 2010 to 2016) and as President and Principal Executive Officer of the J.P. Morgan Funds (from 2013 to 2016). As Chief Operating Officer of J.P. Morgan
Investment, Mr. Young led service, administration and business platform support activities for J.P. Morgan’s domestic retail mutual fund and institutional commingled and separate account businesses, and
co-led these activities for J.P. Morgan’s global retail and institutional investment management businesses. As President of the J.P. Morgan Funds, Mr. Young interacted with various service providers
to these funds, facilitated the relationship between such funds and their boards, and was directly involved in establishing board agendas, addressing regulatory matters, and establishing policies and procedures. Before joining J.P. Morgan,
Mr. Young, a former Certified Public Accountant (CPA), was a Senior Manager (Audit) with Deloitte & Touche LLP (formerly, Touche Ross LLP), where
30
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.
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|
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|
| |
|
|
|
Name, Address
and Year of Birth |
|
Position(s)
Held
with Fund |
|
Term of
Office and
Length of
Time
Served(1) |
|
Principal Occupation(s)
During Past 5 Years(2) |
|
|
|
|
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. |
|
|
|
|
| Brett E. Black 333 West Wacker Drive
Chicago, IL 60606 1972 |
|
Vice President and Chief Compliance Officer |
|
Term: Indefinite
Length of Service: Since 2022 |
|
Managing Director of Nuveen (since 2022); formerly, Vice President (2014-2022), Chief Compliance Officer (2017-2022), Deputy Chief Compliance Officer (2014-2017) of BMO Funds
Inc. |
31
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| |
|
|
|
Name, Address
and Year of Birth |
|
Position(s)
Held
with Fund |
|
Term of
Office and
Length of
Time
Served(1) |
|
Principal Occupation(s)
During Past 5 Years(2) |
|
|
|
|
| Mark J. Czarniecki 901 Marquette Avenue
Minneapolis, MN 55402 1979 |
|
Vice President and Assistant Secretary |
|
Term: Indefinite
Length of Service: Since 2013 |
|
Managing Director (since 2022), formerly, Vice President (2016-2022), and Assistant Secretary (since 2016) of Nuveen Securities, LLC; Managing Director (since 2022), formerly, Vice President (2017-2022) and Assistant Secretary
(since 2017) of Nuveen Fund Advisors, LLC; Managing Director (since 2022), formerly, Vice President (2018-2022), Associate General Counsel and Assistant Secretary (since 2018) of Nuveen Asset Management, LLC; Managing Director and Associate General
Counsel (since 2022), formerly, Vice President and Associate General Counsel of Nuveen (2013-2021). |
|
|
|
|
| Diana R. Gonzalez 8500 Andrew Carnegie Blvd.
Charlotte, NC 28262 1978 |
|
Vice President and Assistant Secretary |
|
Term: Indefinite
Length of Service: Since 2017 |
|
Vice President and Assistant Secretary of Nuveen Fund Advisors (since 2017); Vice President, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2022); 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 |
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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) of Nuveen; Managing Director (since 2015) of Nuveen Fund Advisors, LLC; Chartered Financial Analyst. |
|
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| 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. |
|
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|
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| Brian J. Lockhart 333 West Wacker Drive
Chicago, IL 60606 1974 |
|
Vice President |
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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 2017), formerly,
Team Leader of Manager Oversight (2015-2017); Chartered Financial Analyst and Certified Financial Risk Manager. |
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|
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|
|
|
| |
|
|
|
Name, Address
and Year of Birth |
|
Position(s)
Held
with Fund |
|
Term of
Office and
Length of
Time
Served(1) |
|
Principal Occupation(s)
During Past 5 Years(2) |
|
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|
|
| John M. McCann 8500 Andrew Carnegie Blvd.
Charlotte, NC 28262 1975 |
|
Vice President and Assistant Secretary |
|
Term: Indefinite
Length of Service: Since 2022 |
|
Managing Director and Assistant Secretary of Nuveen Fund Advisors, LLC (since 2021); Managing Director, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2021); Managing Director (since 2021)
and Assistant Secretary (since 2016) of TIAA SMA Strategies LLC; Managing Director (since 2019), formerly, Vice President and Director, Associate General Counsel and Assistant Secretary of the College Retirement Equities Fund, TIAA Separate Account VA-1, TIAA-CREF Funds and TIAA-CREF Life Funds; Managing Director (since 2018), formerly, Vice President and Director, Associate General Counsel and Assistant Secretary of Teachers Insurance and Annuity Association
of America, Teacher Advisors LLC and TIAA-CREF Investment Management, LLC; Vice President (since 2017), Associate General Counsel and Assistant Secretary (since 2011) of Nuveen Alternative Advisors LLC; General Counsel and Assistant Secretary of
Covariance Capital Management, Inc. (2014-2017). |
|
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| Kevin J. McCarthy 333 West Wacker Drive
Chicago, IL 60606 1966 |
|
Vice President and Assistant Secretary |
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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); Senior Managing Director (since 2017) and Assistant Secretary (since
2008) of Nuveen Securities, LLC, formerly Executive Vice President (2016-2017); Senior Managing Director (since 2017), Secretary (since 2016) of Nuveen Fund Advisors, LLC, formerly, Co-General Counsel
(2011-2020), Executive Vice President (2016-2017); Senior Managing Director (since 2017), Secretary (since 2016) of Nuveen Asset Management, LLC, formerly Associate General Counsel (2011-2020), Executive Vice President (2016-2017); formerly, Vice
President (2007-2021) and Secretary (2016-2021), of NWQ Investment Management Company, LLC and Santa Barbara Asset Management, LLC; Vice President and Secretary of Winslow Capital Management, LLC (since 2010); Senior Managing Director (since 2017)
and Secretary (since 2016) of Nuveen Alternative Investments, LLC. |
33
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| |
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|
|
Name, Address
and Year of Birth |
|
Position(s)
Held
with Fund |
|
Term of
Office and
Length of
Time
Served(1) |
|
Principal Occupation(s)
During Past 5 Years(2) |
|
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|
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| 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. |
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|
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William A. Siffermann
333 West Wacker Drive
Chicago, IL 60606
1975 |
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Vice President |
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Term: Indefinite
Length of Service: Since 2017 |
|
Managing Director (since 2017), formerly, Senior Vice President (2016-2017) of Nuveen. |
|
|
|
|
| Trey S. Stenersen 8500 Andrew Carnegie Blvd.
Charlotte, NC 28262 1965 |
|
Vice President |
|
Term: Indefinite
Length of Service: Since 2022 |
|
Senior Managing Director of Teacher Advisors LLC and TIAA-CREF Investment Management, LLC (since 2018); Senior Managing Director (since 2019) and Chief Risk Officer (since 2022), formerly Head of Investment Risk Management
(2017-2022) of Nuveen; Senior Managing Director (since 2018) of Nuveen Alternative Advisors LLC. |
|
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|
|
| 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; has held various positions with TIAA since 2006. |
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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) of Nuveen. |
34
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| |
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|
Name, Address
and Year of Birth |
|
Position(s)
Held
with Fund |
|
Term of
Office and
Length of
Time
Served(1) |
|
Principal Occupation(s)
During Past 5 Years(2) |
|
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|
|
Rachael Zufall
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
1973 |
|
Vice President and Assistant Secretary |
|
Term: Indefinite
Length of Service: Since 2022 |
|
Managing Director (since 2017), Associate General Counsel and Assistant Secretary (since 2014) of the CREF Accounts, TIAA Separate Account VA-1, TIAA-CREF Funds and TIAA-CREF Life Funds;
Managing Director (since 2017), Associate General Counsel and Assistant Secretary (since 2011) of Teacher Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director of Nuveen, LLC and of TIAA (since 2017). |
| (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 March 2, 2023. |
Audit Committee Report
The Audit Committee of each Board is
responsible for the oversight and monitoring of (1) the accounting and reporting policies, processes and practices, and the audit of the financial statements, of each Fund, (2) the quality and integrity of each Fund’s financial
statements and (3) the independent registered public accounting firm’s qualifications, performance and independence. In its oversight capacity, the Audit Committee reviews each Fund’s annual financial statements with both management
and the independent registered public accounting firm and the Audit Committee meets periodically with the independent registered public accounting firm and internal auditors to consider their evaluation of each Fund’s financial and internal
controls. The Audit Committee also selects, retains, evaluates and may replace each Fund’s independent registered public accounting firm. The Audit Committee is currently composed of 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.
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
35
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, Chair
Margaret L. Wolff
Robert L. Young
36
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”).
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Audit Fees(1) |
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Audit Related Fees(2) |
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Tax Fees(3) |
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All Other Fees(4) |
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Fund |
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Fund |
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Adviser and
Adviser Entities |
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Fund |
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Adviser and
Adviser Entities |
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Fund |
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Adviser and
Adviser Entities |
|
| |
|
Fiscal
Year
Ended
2021 |
|
|
Fiscal
Year
Ended
2022 |
|
|
Fiscal
Year
Ended
2021 |
|
|
Fiscal
Year
Ended
2022 |
|
|
Fiscal
Year
Ended
2021 |
|
|
Fiscal
Year
Ended
2022 |
|
|
Fiscal
Year
Ended
2021 |
|
|
Fiscal
Year
Ended
2022 |
|
|
Fiscal
Year
Ended
2021 |
|
|
Fiscal
Year
Ended
2022 |
|
|
Fiscal
Year
Ended
2021 |
|
|
Fiscal
Year
Ended
2022 |
|
|
Fiscal
Year
Ended
2021 |
|
|
Fiscal
Year
Ended
2022 |
|
| Core Equity Alpha |
|
$ |
35,690 |
|
|
$ |
41,171 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,430 |
|
|
$ |
10 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
| Core Plus Impact |
|
|
56,800 |
|
|
|
61,350 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
30 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Corporate Income 2023 |
|
|
33,560 |
|
|
|
37,797 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Credit Strategies |
|
|
43,960 |
|
|
|
45,700 |
|
|
|
— |
|
|
|
40,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Dow Dynamic Overwrite |
|
|
36,830 |
|
|
|
41,171 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,430 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Global High Income |
|
|
56,130 |
|
|
|
61,350 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
30 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Intermediate Duration Quality |
|
|
29,010 |
|
|
|
30,150 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Minnesota Municipal |
|
|
25,580 |
|
|
|
26,580 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Missouri Municipal |
|
|
25,580 |
|
|
|
26,580 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Mortgage & Income |
|
|
54,935 |
|
|
|
63,850 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,800 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Multi-Asset Income |
|
|
58,280 |
|
|
|
69,378 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Multi-Market Income |
|
|
36,990 |
|
|
|
42,450 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Municipal Credit Opportunities |
|
|
35,135 |
|
|
|
33,870 |
|
|
|
5,500 |
|
|
|
2,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| NASDAQ Dynamic Overwrite |
|
|
35,860 |
|
|
|
35,896 |
|
|
|
— |
|
|
|
5,000 |
|
|
|
— |
|
|
|
— |
|
|
|
2,430 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Preferred & Income Opportunities |
|
|
29,010 |
|
|
|
30,150 |
|
|
|
5,500 |
|
|
|
2,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Preferred & Income Securities |
|
|
29,010 |
|
|
|
30,150 |
|
|
|
5,500 |
|
|
|
2,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Preferred & Income |
|
|
27,230 |
|
|
|
28,300 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Preferred & Income Term |
|
|
29,010 |
|
|
|
30,150 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Real Asset |
|
|
29,010 |
|
|
|
30,400 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Real Estate Income |
|
|
29,010 |
|
|
|
30,400 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| S&P Buy-Write |
|
|
36,865 |
|
|
|
35,896 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,430 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| S&P Dynamic Overwrite |
|
|
33,215 |
|
|
|
35,896 |
|
|
|
5,000 |
|
|
|
5,500 |
|
|
|
— |
|
|
|
— |
|
|
|
2,430 |
|
|
|
10 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Variable Rate Preferred & Income |
|
|
0 |
|
|
|
35,790 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Virginia Municipal |
|
|
25,580 |
|
|
|
26,580 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
37
| (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. |
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
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 2021 |
|
|
Fiscal Year
Ended 2022 |
|
|
Fiscal Year
Ended 2021 |
|
|
Fiscal Year
Ended 2022 |
|
|
Fiscal Year
Ended 2021 |
|
|
Fiscal Year
Ended 2022 |
|
|
Fiscal Year
Ended 2021 |
|
|
Fiscal Year
Ended 2022 |
|
| Core Equity Alpha |
|
$ |
2,430 |
|
|
$ |
10 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
$— |
|
| Core Plus Impact |
|
|
— |
|
|
|
30 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Corporate Income 2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Credit Strategies |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Dow Dynamic Overwrite |
|
|
2,430 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Global High Income |
|
|
— |
|
|
|
30 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Intermediate Duration Quality |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Minnesota Municipal |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Missouri Municipal |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Mortgage & Income |
|
|
5,800 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Multi-Asset Income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Multi-Market Income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Municipal Credit Opportunities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| NASDAQ Dynamic Overwrite |
|
|
2,430 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Preferred & Income Opportunities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Preferred & Income Securities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Preferred & Income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Preferred & Income Term |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Real Asset |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Real Estate Income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| S&P Buy-Write |
|
|
2,430 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| S&P Dynamic Overwrite |
|
|
2,430 |
|
|
|
10 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Variable Rate Preferred & Income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Virginia Municipal |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
39
Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit
Committee must approve each Fund’s independent registered public accounting firm’s engagements (i) with the Fund for audit or non-audit services and (ii) with the Adviser and Adviser
Entities for non-audit services if the engagement relates directly to the operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent registered public
accounting firm for each Fund and the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund), such engagements will be (i) pre-approved by the Audit Committee
if they are expected to be for amounts greater than $10,000; (ii) reported to the Audit Committee Chair for his or her verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and
(iii) reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000.
The Audit Committee has
approved in advance all audit services and non-audit services that the independent registered public accounting firm provided to each Fund and to the Adviser and Adviser Entities (with respect to the
operations and financial reporting of each Fund). None of the services rendered by the independent registered public accounting firm to each Fund or the Adviser or Adviser Entities were pre-approved by the
Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(C) or Rule 2-01(c)(7)(ii) of Regulation S-X.
Additional Information
Appointment of the Independent Registered Public Accounting Firm
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
40
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.
Principal Shareholders
As of January 20, 2023, 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.
Shareholder Proposals
To be considered for presentation at the 2024 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 December 2, 2023. 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 January 1, 2024 and no later than January 16, 2024. 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 Investments, 333 West Wacker Drive, Chicago, Illinois 60606. The letter should indicate that you are a Fund shareholder and note the Fund or Funds that you own. If the communication is intended for a specific Board Member and
so indicates, it will be sent only to that Board Member. If a communication does not indicate a specific Board Member it will
41
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 Intermediate Duration Quality,
Minnesota Municipal, Missouri Municipal and Virginia Municipal was May 31, 2022. The last fiscal year end for Multi-Market Income was June 30, 2022. The last fiscal year end for Credit Strategies, Preferred & Income Opportunities,
Preferred & Income Securities, Preferred & Income, Preferred & Income Term and Variable Rate Preferred & Income was July 31, 2022. The last fiscal year end for Municipal Credit Opportunities was
October 31, 2022. The last fiscal year end for Core Equity Alpha, Core Plus Impact, Dow Dynamic Overwrite, 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, 2022.
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 May 8, 2023:
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.
42
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 January 14, 2021, a
shareholder of certain Nuveen closed-end funds (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 Provision violates the 1940 Act and rescission of the Subject Fund’s Control Share Provision. On February 18, 2022, the District Court
granted summary judgment in favor of the plaintiff on its claims for rescission and declaratory judgment. Following careful review of the judgment of the District Court, on February 24, 2022, the Board of Trustees amended the by-laws of the Subject Funds and all other Nuveen closed-end funds whose by-laws include a Control Share Provision, including the Funds
included in this Joint Proxy Statement, to provide that the Control Share Provision 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 Control Share Provision 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 Funds’ Control
Share Provision will not be in effect with respect to this meeting. On February 25, 2022, the Subject Funds and their trustees filed a notice of 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
43
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.
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
March 30, 2023
44
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, 2022. 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
Strategies |
|
Dow
Dynamic
Overwrite |
|
Global
High
Income |
|
Intermediate
Duration
Quality |
|
Minnesota
Municipal |
|
| 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 |
|
$0 |
| John K. Nelson |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
| Judith M. Stockdale* |
|
$0 |
|
$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 |
A-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dollar Range of Equity Securities |
| Board Members/Nominees |
|
Missouri
Municipal |
|
Mortgage &
Income |
|
Multi-Asset
Income |
|
Multi-Market
Income |
|
Municipal
Credit
Opportunities |
|
NASDAQ
Dynamic
Overwrite |
|
Preferred &
Income
Opportunities |
|
Preferred &
Income
Securities |
|
| Board Members/Nominees who are not “interested persons” of the
Funds |
| Jack B. Evans |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$10,001-$50,000 |
| 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* |
|
$0 |
|
$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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dollar Range of Equity Securities |
| Board Members/Nominees |
|
Preferred &
Income |
|
Preferred &
Income Term |
|
Real
Asset |
|
Real
Estate
Income |
|
S&P
Buy-Write |
|
S&P
Dynamic
Overwrite |
|
Variable
Rate
Preferred &
Income |
|
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 |
|
$0 |
|
$0 |
|
Over $100,000 |
| William C. Hunter |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| Amy B.R. Lancellotta |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$50,001-$100,000 |
| Joanne T. Medero |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| Albin F. Moschner |
|
$0 |
|
$0 |
|
$0 |
|
$1-$10,000 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| John K. Nelson |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| Judith M. Stockdale* |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| Carole E. Stone* |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| Matthew Thornton III |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| Terence J. Toth |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| Margaret L. Wolff |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| Robert L. Young |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| (1) |
The amounts reflect the aggregate dollar range of equity securities of the number of shares beneficially owned by the
Board Member/nominee in the Funds and in all Nuveen funds overseen by each Board Member/nominee. |
| * |
Board Members Stockdale and Stone retired effective December 31, 2022. |
A-2
The following table sets forth, for each Board Member/nominee and for the Board Members/nominees and officers as a group,
the amount of shares beneficially owned in each Fund as of December 31, 2022. 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
Strategies |
|
Dow
Dynamic
Overwrite |
|
Global
High Income |
|
Intermediate
Duration
Quality |
|
Minnesota
Municipal |
|
| 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 |
|
0 |
| John K. Nelson |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
| Judith M. Stockdale* |
|
0 |
|
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 |
|
77 |
|
0 |
|
0 |
|
641 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fund Shares Owned by Board Members and Officers (1) |
| Board Members/Nominees |
|
Missouri
Municipal |
|
Mortgage &
Income |
|
Multi-Asset
Income |
|
Multi-Market
Income |
|
Municipal
Credit
Opportunities |
|
NASDAQ
Dynamic
Overwrite |
|
Preferred &
Income
Opportunities |
|
Preferred &
Income
Securities |
|
| Board Members/Nominees who are not “interested persons” of the
Funds |
| Jack B. Evans |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
5,539 |
| 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* |
|
0 |
|
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 |
|
0 |
|
66 |
|
178 |
|
0 |
|
0 |
|
0 |
|
1,302 |
|
5,539 |
A-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fund Shares Owned by Board Members and Officers (1) |
| Board Members/Nominees |
|
Preferred &
Income |
|
Preferred &
Income
Term |
|
Real Asset |
|
Real Estate
Income |
|
S&P
Buy-Write |
|
S&P Dynamic
Overwrite |
|
Variable
Rate
Preferred &
Income |
|
Virginia
Municipal |
|
| Board Members/Nominees who are not “interested persons” of the
Funds |
| Jack B. Evans |
|
0 |
|
1,000 |
|
0 |
|
0 |
|
1,468 |
|
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 |
|
861 |
|
0 |
|
0 |
|
0 |
|
0 |
| John K. Nelson |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
| Judith M. Stockdale* |
|
0 |
|
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 |
|
0 |
|
1,000 |
|
5,655 |
|
1,159 |
|
8,159 |
|
0 |
|
0 |
|
0 |
| (1) |
The numbers include share equivalents of certain Nuveen funds in which the Board Member/nominee is deemed to be invested
pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described in the Joint Proxy Statement. |
| * |
Board Members Stockdale and Stone retired effective December 31, 2022. |
A-4
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 20,
2023*:
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
| 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 |
|
|
1,437,638 |
|
|
|
8.94 |
% |
|
|
|
|
| Core Plus Impact
— Common Shares |
|
Saba Capital Management, L.P.(c)
Saba Capital Management GP, LLC(c)
Boaz R. Weinstein(c)
405 Lexington Avenue, 58th Floor, New York, New York 10174 |
|
|
2,739,940 |
|
|
|
9.5 |
% |
|
|
|
|
|
|
1607 Capital Partners, LLC 13 S. 13th Street, Suite 400
Richmond, Virginia 23219 |
|
|
1,676,307 |
|
|
|
5.8 |
% |
|
|
|
|
| Credit Strategies — Common Shares |
|
Morgan Stanley(e)
1585 Broadway
New York, New York 10036
Parametric Portfolio Associates LLC(e)
800 Fifth Avenue, Suite 2800 Seattle, Washington 98104 |
|
|
11,055,996 |
|
|
|
8.2 |
% |
|
|
|
|
| Intermediate Duration Quality — Common Shares |
|
Morgan Stanley(b)
Morgan Stanley Smith Barney LLC(b)
1585 Broadway
New York, New York 10036 |
|
|
824,066 |
|
|
|
6.3 |
% |
|
|
|
|
|
|
Relative Value Partners Group, LLC 1033 Skokie Boulevard, Suite
470
Northbrook, Illinois 60062 |
|
|
755,545 |
|
|
|
5.76 |
% |
|
|
|
|
| Minnesota Municipal
— AMTP Shares (Series 2028) |
|
Bank of America Corporation(d)
100 North Tyron Street
Charlotte, North Carolina 28255
Banc of America Preferred Funding Corporation(d)
214 North Tryon Street
Charlotte, North Carolina 28255 |
|
|
498 |
|
|
|
100 |
% |
|
|
|
|
| Mortgage & Income
— Common Shares |
|
Sit Investment Associates, Inc. 3300 IDS Center
80 South Eighth Street Minneapolis, Minnesota 55402 |
|
|
1,500,440 |
|
|
|
27.40 |
% |
|
|
|
|
|
|
Relative Value Partners Group, LLC 1033 Skokie Blvd. Suite
470 Northbrook, Illinois 60062 |
|
|
499,420 |
|
|
|
9.10 |
% |
B-1
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
| Fund and Class |
|
Shareholder Name and Address |
|
Number of
Shares Owned
of Class |
|
|
Percentage
Owned of
Class |
|
|
|
|
|
| Multi-Asset Income
— Common Shares |
|
Saba Capital Management, L.P.(c)
Saba Capital Management GP, LLC(c)
Boaz R. Weinstein(c)
405 Lexington Avenue, 58th Floor, New York, New York 10174 |
|
|
2,456,568 |
|
|
|
7.35 |
% |
|
|
|
|
| Multi-Market Income
— Common Shares |
|
Sit Investment Associates, Inc.
3300 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402 |
|
|
4,206,920 |
|
|
|
44.46 |
% |
|
|
|
|
|
|
1607 Capital Partners, LLC(e)
13 S. 13th Street, Suite 400
Richmond, Virginia 23219 |
|
|
1,232,696 |
|
|
|
13.0 |
% |
|
|
|
|
|
|
The Walt Disney Company Retirement Plan Master Trust(e)
500 South Buena Vista Street
Burbank, California 91521-050 |
|
|
603,407 |
|
|
|
6.4 |
% |
|
|
|
|
| Real Asset
— Common Shares |
|
Morgan Stanley(f)
1585 Broadway
New York, New York 10036 |
|
|
2,051,612 |
|
|
|
7.5 |
% |
|
|
|
|
|
|
Parametric Portfolio Associates LLC(f)
800 Fifth Avenue, Suite 2800 Seattle, Washington 98104 |
|
|
|
|
|
|
|
|
|
|
|
|
| S&P Buy-Write
— Common Shares |
|
Morgan Stanley(b)
Morgan Stanley Smith Barney LLC(b)
1585 Broadway
New York, New York 10036 |
|
|
11,145,552 |
|
|
|
10.7 |
% |
|
|
|
|
| Virginia Municipal
— VRDP Shares (Series 1) |
|
Toronto Dominion Investments, Inc. (g)
Toronto Dominion Holdings (U.S.A.), Inc.(g)
TD Group US Holdings LLC(g)
The Toronto-Dominion Bank(g)
31 West 52nd Street, Floor 18
New York, New York 10019 |
|
|
1,280 |
|
|
|
100 |
% |
| * |
The information contained in this table is based on Schedule 13D and 13G filings made on or before January 20, 2023.
|
| (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., Saba Capital Management GP, LLC and Boaz R. Weinstein filed their Schedule 13G jointly and
did not differentiate holdings as between each entity/person. |
| (d) |
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. |
| (e) |
1607 Capital Partners, LLC and The Walt Disney Company Retirement Plan Master Trust filed their Schedule 13G jointly. The
holdings reported by The Walt Disney Company Retirement Plan Master Trust, an investment advisory client of 1607 Capital Partners, LLC, are included within the holdings reported by 1607 Capital Partners, LLC. |
B-2
| (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. |
| (g) |
Toronto Dominion Investments, Inc., Toronto Dominion Holdings (U.S.A.), Inc., TD Group US Holdings LLC and The
Toronto-Dominion Bank filed their Schedule 13G jointly and did not differentiate holdings as between each entity. |
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 (587 shares (58.7%)), DWS Group
GMBH & Co (83 shares (8.30%)), The Vanguard Group (330 shares (33.00%)); Municipal 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: Core Plus Impact (Series A): The Toronto-Dominion Bank (70,000 shares (100.00%)); Credit Strategies (Series A): Allspring Global
Investments Family of Funds (31,000 shares (22.14%)), American Century Investment Management Inc. (16,000 shares (11.43%)), Charles Schwab Family of Funds (31,000 shares (22.14%)), Federated Hermes, Inc. (31,000 shares (34.00%)) Goldman Sachs Asset
Management (31,000 shares (22.14%)); Preferred & Income Opportunities (Series A): Allspring Global Investments Family of Funds (40,000 shares (26.67%)), American Century (20,000 shares (13.33%)), Charles Schwab Family of Funds (37,500
shares (25%)), Federated (37,500 shares (25%)), Goldman Sachs Asset Management (15,000 shares (10%)); Preferred & Income Securities (Series A): Allspring Global Investments Family of Funds (25,000 shares (9.3%)), Charles Schwab Family of
Funds (75,000 shares (27.78%)), Federated Hermes, Inc. (135,000 shares (50%)), Goldman Sachs Asset Management (35,000 shares (12.96%)); Variable Rate Preferred & Income (Series A): Allspring Global Investments Family of Funds (21,250 shares
(25%)), American Century Investment Services, Inc. (21,250 shares (25%)), Charles Schwab Family of Funds (21,250 shares (25%)), Federated Hermes, Inc. (21,250 shares (25%)).
B-3
APPENDIX C
NUMBER OF BOARD AND COMMITTEE MEETINGS
HELD DURING EACH FUND’S LAST FISCAL YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fund |
|
Regular
Board
Meeting |
|
|
Special
Board
Meeting |
|
|
Executive
Committee
Meeting |
|
|
Dividend
Committee
Meeting |
|
|
Compliance, Risk
Management
and Regulatory
Oversight
Committee
Meeting |
|
|
Audit
Committee
Meeting |
|
|
Nominating
and
Governance
Committee
Meeting |
|
|
Closed-
End Funds
Committee |
|
| Core Equity Alpha |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Core Plus Impact |
|
|
5 |
|
|
|
11 |
|
|
|
1 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Corporate Income 2023 |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Credit Strategies |
|
|
5 |
|
|
|
11 |
|
|
|
1 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Dow Dynamic Overwrite |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Global High Income |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Intermediate Duration Quality |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Minnesota Municipal |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Missouri Municipal |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Mortgage & Income |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Multi-Asset Income |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Multi-Market Income |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Municipal Credit Opportunities |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| NASDAQ Dynamic Overwrite |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Preferred & Income Opportunities |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Preferred & Income Securities |
|
|
5 |
|
|
|
11 |
|
|
|
1 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Preferred & Income |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Preferred & Income Term |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Real Asset |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Real Estate Income |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| S&P Buy-Write |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| S&P Dynamic Overwrite |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Variable Rate Preferred & Income |
|
|
5 |
|
|
|
11 |
|
|
|
1 |
|
|
|
9 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
| Virginia Municipal |
|
|
5 |
|
|
|
11 |
|
|
|
0 |
|
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C-1
Nuveen
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
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NUVEEN FUNDS
THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
FOR AN ANNUAL MEETING OF SHAREHOLDERS, MAY 8, 2023 |
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COMMON SHARES
The Annual
Meeting of Shareholders will be held Monday, May 8, 2023 at 2:00 p.m. Central time virtually at the following Website: https://meetnow.global/MT2MA5A. 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, John M. McCann and Mark L. Winget, and each of them,
with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Annual Meeting of Shareholders to be held on Monday, May 8, 2023, or any adjournments or postponements 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.
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IMPORTANT NOTICE |
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REGARDING THE AVAILABILITY OF PROXY MATERIALS
for the Annual Meeting of Shareholders on May 8, 2023.
The Joint Proxy Statement for this meeting is available at:
http://www.nuveenproxy.com/Closed-End-Fund-Proxy-Information/
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NUV_33130_032323
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| FUNDS |
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FUNDS |
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FUNDS |
| Nuveen Core Equity Alpha Fund |
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Nuveen Core Plus Impact Fund |
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Nuveen Corporate Income 2023 Target Term Fund |
| Nuveen Credit Strategies Income Fund |
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Nuveen Dow 30SM Dynamic Overwrite Fund |
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Nuveen Global High Income Fund |
| Nuveen Intermediate Duration Quality Municipal Term Fund |
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Nuveen Minnesota Quality Municipal Income Fund |
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Nuveen Missouri Quality Municipal Income Fund |
| Nuveen Mortgage and Income Fund |
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Nuveen Multi-Asset Income Fund |
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Nuveen Multi-Market Income Fund |
| Nuveen Municipal Credit Opportunities Fund |
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Nuveen NASDAQ 100 Dynamic Overwrite Fund |
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Nuveen Preferred & Income Opportunities Fund |
| Nuveen Preferred & Income Securities Fund |
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Nuveen Preferred and Income Fund |
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Nuveen Preferred and Income Term Fund |
| Nuveen Real Asset Income and Growth Fund |
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Nuveen Real Estate Income Fund |
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Nuveen S&P 500 Buy-Write Income Fund |
| Nuveen S&P 500 Dynamic Overwrite Fund |
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Nuveen Variable Rate Preferred & Income Fund |
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Nuveen Virginia Quality Municipal Income Fund |
VOTING OPTIONS
Read your proxy statement and have it at hand when voting.
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VOTE ON THE INTERNET Log on
to: www.proxy-direct.com
or scan the QR code Follow
the on-screen instructions available 24 hours |
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VOTE BY PHONE
Call 1-800-337-3503 Follow
the recorded instructions
available 24 hours |
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VOTE BY MAIL
Vote, sign and date this Proxy Card and return it in the postage-paid envelope. |
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VOTE AT THE VIRTUAL MEETING at the following Website:
https://meetnow.globalMT2MA5A on May 8, 2023 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. |
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: ☒
| 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 * and Class II **:
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| 01. Robert L. Young* |
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02. Amy B.R. Lancellotta** |
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03. John K. Nelson** |
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04. Terence J. Toth** |
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FOR |
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WITHHOLD |
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FOR ALL |
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ALL |
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ALL |
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EXCEPT |
| 01 Nuveen Core Plus Impact Fund |
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☐ |
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☐ |
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☐ |
| 02 Nuveen Credit Strategies Income Fund |
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☐ |
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☐ |
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☐ |
| 03 Nuveen Minnesota Quality Municipal Income Fund |
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☐ |
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☐ |
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☐ |
| 04 Nuveen Missouri Quality Municipal Income Fund |
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☐ |
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☐ |
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☐ |
| 05 Nuveen Municipal Credit Opportunities Fund |
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☐ |
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☐ |
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☐ |
| 06. Nuveen Preferred & Income Opportunities Fund |
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☐ |
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☐ |
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☐ |
| 07 Nuveen Preferred & Income Securities Fund |
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☐ |
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☐ |
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☐ |
| 08 Nuveen Variable Rate Preferred & Income Fund |
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☐ |
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☐ |
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☐ |
| 09 Nuveen Virginia Quality Municipal Income |
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☐ |
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☐ |
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☐ |
| 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 *. Class II** and Class III ***:
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| 01. William C. Hunter* |
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02. Robert L. Young* |
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03. Amy B.R. Lancellotta** |
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04. Margaret L. Wolff* |
| 05. Jack B. Evans*** |
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06. Albin F. Moschner*** |
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07. Matthew Thornton III*** |
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08. John K. Nelson** |
| 09. Terence J. Toth** |
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FOR |
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WITHHOLD |
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FOR ALL |
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ALL |
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ALL |
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EXCEPT |
| 01. Nuveen Multi-Market Income Fund |
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☐ |
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☐ |
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☐ |
| 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 * and Class II **:
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| 01. Robert L. Young* |
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02. Amy B.R. Lancellotta** |
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03. John K. Nelson** |
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04. Terence J. Toth** |
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FOR |
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WITHHOLD |
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FOR ALL |
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ALL |
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ALL |
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EXCEPT |
| 01 Nuveen Core Equity Alpha Fund |
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☐ |
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☐ |
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☐ |
| 02 Nuveen Corporate Income 2023 Target Term Fund |
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☐ |
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☐ |
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☐ |
| 03 Nuveen Dow 30SM Dynamic
Overwrite Fund |
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☐ |
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☐ |
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☐ |
| 04 Nuveen Global High Income Fund |
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☐ |
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☐ |
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☐ |
| 05 Nuveen Intermediate Duration Quality Municipal Term Fund |
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☐ |
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☐ |
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☐ |
| 06 Nuveen Mortgage and Income Fund |
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☐ |
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☐ |
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☐ |
| 07 Nuveen Multi-Asset Income Fund |
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☐ |
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☐ |
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☐ |
| 08 Nuveen NASDAQ 100 Dynamic Overwrite Fund |
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☐ |
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☐ |
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☐ |
| 09 Nuveen Preferred & Income Fund |
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☐ |
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☐ |
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☐ |
| 10 Nuveen Preferred and Income Term Fund |
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☐ |
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☐ |
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☐ |
| 11 Nuveen Real Asset Income and Growth Fund |
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☐ |
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☐ |
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☐ |
| 12 Nuveen Real Estate Income Fund |
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☐ |
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☐ |
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☐ |
| 13 Nuveen S&P 500 Buy-Write Income Fund |
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☐ |
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☐ |
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☐ |
| 14 Nuveen S&P 500 Dynamic Overwrite Fund |
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☐ |
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☐ |
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☐ |
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| B |
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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.
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| Date (mm/dd/yyyy) — Please print date below |
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Signature 1 — Please keep signature within the box |
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Signature 2 — Please keep signature within the box |
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| xxxxxxxxxxxxxx |
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NUV 33130 |
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