Filed Pursuant to Rule 424(b)(3)
File No. 333-237289
NUVEEN MUNICIPAL INCOME FUND, INC. (NYSE: NMI)
(THE “FUND”)
SUPPLEMENT DATED JANUARY 2, 2024
TO THE FUND’S STATEMENT OF
ADDITIONAL INFORMATION (“SAI”)
DATED SEPTEMBER 23, 2020,
AS SUPPLEMENTED
As previously disclosed, on January 1, 2024, Joseph A. Boateng, Michael A.
Forrester, Thomas J. Kenny and Loren M. Starr were appointed to the Board of Trustees of the Fund (the “Board”). Relatedly, two former Board members, Jack B. Evans and William C. Hunter, retired from the Board on December 31, 2023.
Margaret L. Wolff was redesignated as a Board member to be elected by holders of preferred shares.
Thus, on January 1, 2024, the
current Board members of the Fund are Joseph A. Boateng, Michael A. Forrester, Thomas J. Kenny, Amy B. R. Lancellotta, Joanne T. Medero, Albin F. Moschner, John K. Nelson, Loren M. Starr, Matthew Thornton III, Terence J. Toth, Margaret L. Wolff and
Robert L. Young. Each of these Board members is considered to be independent, which means that they are not “interested persons” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940. Certain biographical
information regarding the Board members can be found in the Fund’s SAI and prior supplements thereto.
Additionally, the Board
approved the following actions effective January 1, 2024:
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1. |
Chair/Co-Chair of the Board: Thomas J. Kenny was elected as Co-Chair of the Board for a one-year term ending on December 31, 2024. Terence J. Toth was elected as Co-Chair of the Board for a six-month term ending on June 30, 2024. Robert L. Young was elected as Co-Chair of the Board for a six-month term from
July 1, 2024 through December 31, 2024. |
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2. |
Membership of Board Committees: The Board retained the seven standing committees applicable to the
Fund as described in its SAI and the members of each committee are listed below. |
Executive
Committee: Mr. Kenny and Mr. Toth, Co-Chairs, Mr. Nelson and Mr. Young. On July 1, 2024, Mr. Young will replace Mr. Toth as
Co-Chair of the Executive Committee.
Dividend Committee: Mr. Thornton,
Chair, Ms. Lancellotta, Mr. Nelson and Mr. Starr.
Audit Committee: Mr. Nelson, Chair, Mr. Boateng,
Mr. Moschner, Mr. Starr, Ms. Wolff and Mr. Young. Mr. Boateng, Mr. Moschner, Mr. Nelson, Mr. Starr and Mr. Young have each been designated as an “audit committee financial expert” as defined by
the rules of the Securities and Exchange Commission.
Compliance, Risk Management and Regulatory Oversight
Committee: Ms. Wolff, Chair, Mr. Forrester, Mr. Kenny, Ms. Lancellotta, Ms. Medero, Mr. Thornton and Mr. Toth.
Nominating and Governance Committee: Mr. Kenny and Mr. Toth,
Co-Chairs, Mr. Boateng, Mr. Forrester, Ms. Lancellotta, Ms. Medero, Mr. Moschner, Mr. Nelson, Mr.
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Starr, Mr. Thornton, Ms. Wolff and Mr. Young. On July 1, 2024, Mr. Young will replace Mr. Toth as Co-Chair of the Nominating
and Governance Committee.
Investment Committee: Mr. Boateng and Ms. Lancellotta,
Co-Chairs, Mr. Forrester, Mr. Kenny, Ms. Medero, Mr. Moschner, Mr. Nelson, Mr. Starr, Mr. Thornton, Mr. Toth, Ms. Wolff and Mr. Young.
Closed-End Funds Committee: Mr. Moschner, Chair, Mr. Kenny, Ms.
Lancellotta, Mr. Nelson, Mr. Starr, Mr. Toth, Ms. Wolff and Mr. Young.
For more information about the Board, please visit
www.nuveen.com/fundgovernance.
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3. |
Board Member Compensation: Effective January 1, 2024, for their service to the Nuveen
Fund Complex (defined below), Board members receive a $350,000 annual retainer, plus they receive (a) an annual retainer of $30,000 for membership on the Audit Committee and Compliance, Risk Management and Regulatory Oversight Committee,
respectively; and (b) an annual retainer of $20,000 for membership on the Dividend Committee, Investment Committee, Nominating and Governance Committee and Closed-End Fund Committee, respectively. In
addition to the payments described above, the Chair/Co-Chair of the Board receives $140,000 annually; the chair/co-chair of the Audit Committee and the Compliance, Risk
Management and Regulatory Oversight Committee receive $30,000 annually; and the chair/co-chair of the Dividend Committee, Investment Committee, Nominating and Governance Committee and Closed-End Fund Committee receive $20,000 annually. Board members will be paid either $1,000 or $2,500 for any ad hoc meetings of the Board or its standing committees depending upon the meeting’s length and
immediacy. For any special assignment committees, the chair/co-chair will be paid a quarterly fee of $1,250 and members will be paid a quarterly fee of $5,000. The annual retainers, fees and expenses of the
Board are allocated among the funds in the Nuveen Fund Complex on the basis of relative net assets, although a minimum amount may be established to be allocated to each fund. In certain instances fees and expenses will be allocated only to those
funds that are discussed at a given meeting. |
The Nuveen Fund Complex includes all registered open-end and closed-end investment companies advised by Nuveen Fund Advisors, LLC and certain open-end investment companies advised by
Teachers Advisors, LLC.
Because Mr. Boateng, Mr. Forrester, Mr. Kenny and Mr. Starr are new to the Board (the
“New Board Members”), they did not receive any compensation from the Fund prior to January 1, 2024. Additionally, information concerning New Board Members’ beneficial ownership of shares in the Fund is not presented since they
were not Board members as of December 31, 2023.
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4. |
Fund Officers: The Board approved the following slate of officers: |
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Name, Business Address
and Year of Birth |
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Position(s) Held
with the Fund |
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Term of Office
and Length of
Time Served
with Funds in
the Fund
Complex |
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Principal Occupation(s)
During Past Five Years |
| Officers of the Fund: |
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| David J. Lamb
333 West Wacker Drive Chicago, IL 60606
(1963) |
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Chief Administrative
Officer |
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Term—Indefinite
Length of Service— Since 2015 |
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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. |
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| Brett E. Black 333 West Wacker Drive
Chicago, IL 60606 (1972) |
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Vice President and
Chief Compliance Officer |
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Term—Indefinite Length of
Service— Since 2022 |
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Managing Director, Chief Compliance Officer of Nuveen (since 2022); formerly, Vice President (2014-2022), Chief Compliance Officer and Anti-Money Laundering Compliance Officer (2017-2022); Deputy Chief Compliance Officer (2014-2017)
of BMO Funds, Inc. |
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| Mark J. Czarniecki 901 Marquette Avenue
Minneapolis, MN 55402 (1979) |
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Vice President and
Assistant Secretary |
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Term—Indefinite Length of Service— Since 2013 |
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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 and Associate General Counsel (since January 2022), formerly, Vice President and Associate General Counsel of Nuveen (2013-2021); Managing Director (since 2022), formerly, Vice President
(2018-2022), Assistant Secretary and Associate General Counsel (since 2018) of Nuveen Asset Management, LLC; Managing Director, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC
(since 2023). |
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Name, Business Address
and Year of Birth |
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Position(s) Held
with the Fund |
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Term of Office
and Length of
Time Served
with Funds in
the Fund
Complex |
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Principal Occupation(s)
During Past Five Years |
| Jeremy D. Franklin
8500 Andrew Carnegie Blvd. Charlotte, NC 28262
(1983) |
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Vice President and Assistant Secretary |
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Term—Indefinite Length of
Service— Since 2024 |
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Vice President and Assistant Secretary, Nuveen Fund Advisors, LLC (since 2023); Vice President Associate General Counsel and Assistant Secretary, Nuveen Asset Management, LLC (since 2022); Vice President and Associate General
Counsel, Teachers Insurance and Annuity Association of America (since 2017); Vice President (since 2017), Associate General Counsel and Assistant Secretary (since 2015), Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Vice President
(since 2020) and Assistant Secretary (since 2023), formerly, Associate General Counsel (2020-2022), TIAA-CREF Funds and TIAA-CREF Life Funds; Vice President and Associate General Counsel (since 2020), Assistant Secretary (since 2023), TIAA Separate
Account VA-1 and College Retirement Equities Fund. |
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| Diana R. Gonzalez
8500 Andrew Carnegie Blvd. Charlotte, NC 28262
(1978) |
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Vice President and Assistant Secretary |
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Term—Indefinite Length of Service—
Since 2017 |
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Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC (since 2017); Vice President, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2022); Vice President, Associate General
Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF investment Management, LLC (since 2023); Vice President and Associate General Counsel of Nuveen (since 2017); formerly, Associate General Counsel of Jackson National Asset
Management (2012-2017). |
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| Nathaniel T. Jones 333 West Wacker Drive
Chicago, IL 60606 (1979) |
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Vice President and Treasurer |
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Term—Indefinite Length of Service—
Since 2016 |
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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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| Brian H. Lawrence 8500 Andrew Carnegie
Blvd. Charlotte, NC 28262 (1982) |
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Vice President and Assistant Secretary |
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Term—Indefinite Length of Service—
Since 2023 |
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Vice President and Associate General Counsel of Nuveen (Since 2023); Vice President, Associate General Counsel and Assistant Secretary (Since 2023) of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; formerly
Corporate Counsel of Franklin Templeton (2018-2022). |
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Name, Business Address
and Year of Birth |
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Position(s) Held
with the Fund |
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Term of Office
and Length of
Time Served
with Funds in
the Fund
Complex |
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Principal Occupation(s)
During Past Five Years |
| Tina M. Lazar
333 West Wacker Drive Chicago, IL 60606
(1961) |
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Vice President |
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Term—Indefinite Length of Service—
Since 2002 |
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Managing Director (since 2017), formerly, Senior Vice President (2014-2017), of Nuveen Securities, LLC. |
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| Brian J. Lockhart
333 West Wacker Drive Chicago, IL 60606
(1974) |
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Vice President |
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Term—Indefinite Length of Service—
Since 2019 |
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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); Managing
Director (since 2019), of Nuveen Fund Advisors, LLC; Chartered Financial Analyst and Certified Financial Risk Manager. |
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| John M. McCann
8500 Andrew Carnegie Blvd. Charlotte, NC 28262
(1975) |
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Vice President and Assistant Secretary |
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Term—Indefinite Length of Service—
Since 2022 |
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Managing Director (since 2021), General Counsel and Secretary (since 2023), formerly, Assistant Secretary (2021-2023), of Nuveen Fund Advisors, LLC; 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 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; Managing Director (since 2022), formerly, Vice President (2017-2022), 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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Name, Business Address
and Year of Birth |
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Position(s) Held
with the Fund |
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Term of Office
and Length of
Time Served
with Funds in
the Fund
Complex |
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Principal Occupation(s)
During Past Five Years |
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| Kevin J. McCarthy
333 West Wacker Drive Chicago, IL 60606
(1966) |
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Vice President and
Assistant Secretary |
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Term—Indefinite Length of Service—
Since 2007 |
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Executive Vice President (since 2022) and Secretary and General Counsel (since 2016) of Nuveen Investments, Inc., formerly, Senior Managing Director (2017-2022); Executive Vice President (since 2023) and Assistant Secretary (since
2008) of Nuveen Securities, LLC, formerly, Senior Managing Director (2017-2023); Executive Vice President and Assistant Secretary (since 2023) of Nuveen Fund Advisors, LLC, formerly, Senior Managing Director (2017-2023), Secretary (2016-2023) and Co-General Counsel (2011-2020); Executive Vice President (since 2023) and Secretary (since 2016) of Nuveen Asset Management, LLC, formerly, Senior Managing Director (2017-2023) and Associate General Counsel
(2011-2020); Executive Vice President (since 2021) and Secretary (since 2023) of Teachers Advisors, LLC, formerly, General Counsel and Assistant Secretary (2021-2023); Executive Vice President (since 2017) and Secretary (since 2023) of TIAA-CREF
Investment Management, LLC, formerly, General Counsel and Assistant Secretary (2017-2023); Executive Vice President, Associate General Counsel (since 2022) and Assistant Secretary (since 2018) of TIAA-CREF Funds and TIAA-CREF Life Funds; 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); Executive Vice President (since
2023) and Secretary (since 2016) of Nuveen Alternative Investments, LLC., formerly, Senior Managing Director (2017-2023). |
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Name, Business Address
and Year of Birth |
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Position(s) Held
with the Fund |
|
Term of Office
and Length of
Time Served
with Funds in
the Fund
Complex |
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Principal Occupation(s)
During Past Five Years |
| Jon Scott Meissner
8500 Andrew Carnegie Blvd. Charlotte, NC 28262
(1973) |
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Vice President and
Assistant Secretary |
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Term—Indefinite Length of
Service— Since 2019 |
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Managing Director, Mutual Fund Tax and Expense Administration (since 2022), formerly, Managing Director of Mutual Fund Tax and Financial Reporting groups (2017-2022) at Nuveen; Managing Director (since 2019) of Nuveen Fund Advisors,
LLC; Managing Director (since 2021), formerly, Senior Director (2016-2021), of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director, Mutual Fund and Tax Expense Administration (since 2022), formerly, Senior Director
Mutual Fund Taxation (2015-2022), 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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| James Nelson III 730 Third Avenue
New York, NY 10017 (1976) |
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Vice President |
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Term—Indefinite Length of
Service— Since 2024 |
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Senior Managing Director, Global Head of Product, Publics, Nuveen (since 2023); Head of North American Product Management & Pricing, Invesco (2018-2023). |
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| Mary Beth Ramsay
8500 Andrew Carnegie Blvd. Charlotte, NC 28262
(1965) |
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Vice President |
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Term—Indefinite Length of
Service— Since 2024 |
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Chief Risk Officer, Nuveen and TIAA Financial Risk (since 2023); Head of Nuveen Risk & Compliance (2022-2023); Executive Vice President, Teachers Insurance and Annuity Association of America (since 2022); Senior Vice
President, Head of Sales and Client Solutions (2019-2022) and U.S. Chief Pricing Actuary (2016-2019), SCOR Global Life Americas; Member of the Board of Directors of Society of Actuaries (since 2021). |
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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 |
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Managing Director (since 2017), formerly Senior Vice President (2016-2017) of Nuveen. |
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Name, Business Address
and Year of Birth |
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Position(s) Held
with the Fund |
|
Term of Office
and Length of
Time Served
with Funds in
the Fund
Complex |
|
Principal Occupation(s)
During Past Five Years |
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| E. Scott Wickerham
8500 Andrew Carnegie Blvd. Charlotte, NC 28262
(1973) |
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Vice President and Controller |
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Term—Indefinite Length of Service—
Since 2019 |
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Senior Managing Director, Head of Public Investment Finance of Nuveen (since 2019), formerly, Managing Director; Senior Managing Director (since 2019) of Nuveen Fund Advisors, LLC; Senior Managing Director (since 2022) of Nuveen
Asset Management, 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 the 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) |
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Vice President and Secretary |
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Term—Indefinite Length of Service—
Since 2008 |
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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
Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC (since 2023) and Nuveen Asset Management, LLC (since 2020); Vice President (since 2010) and Associate General Counsel (since 2019) of Nuveen. |
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| Rachael Zufall 8500 Andrew Carnegie Blvd.
Charlotte, NC 28262 (1973) |
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Vice President and Assistant Secretary |
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Term – Indefinite Length of Service –
Since 2022 |
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Managing Director and Assistant Secretary (since 2023) of Nuveen Fund Advisors, LLC; 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). |
PLEASE KEEP THIS WITH YOUR
FUND’S SAI FOR FUTURE REFERENCE
EPR-NMI-0124P
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