DEF 14A 1 d75749ddef14a.htm NUVEEN GEORGIA QUALITY MUNICIPAL INCOME FUND Nuveen Georgia Quality Municipal Income Fund

 

 

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.    )

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  Preliminary Proxy Statement.
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
  Definitive Proxy Statement.
  Definitive Additional Materials.
  Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

Nuveen Georgia Quality Municipal Income Fund (NKG)
(Name of Registrant as Specified In Its Charter)
        
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Notice of Annual Meeting

of Shareholders to be held on April 6, 2021

  

333 West Wacker Drive

Chicago, Illinois 60606

(800) 257-8787

 

March 4, 2021

Nuveen Core Equity Alpha Fund (JCE)

Nuveen Corporate Income 2023 Target Term Fund (JHAA)

Nuveen Corporate Income November 2021 Target Term Fund (JHB)

Nuveen Credit Opportunities 2022 Target Term Fund (JCO)

Nuveen Credit Strategies Income Fund (JQC)

Nuveen Diversified Dividend and Income Fund (JDD)

Nuveen Dow 30SM Dynamic Overwrite Fund (DIAX)

Nuveen Emerging Markets Debt 2022 Target Term Fund (JEMD)

Nuveen Floating Rate Income Fund (JFR)

Nuveen Floating Rate Income Opportunity Fund (JRO)

Nuveen Georgia Quality Municipal Income Fund (NKG)

Nuveen Intermediate Duration Municipal Term Fund (NID)

Nuveen Intermediate Duration Quality Municipal Term Fund (NIQ)

Nuveen Maryland Quality Municipal Income Fund (NMY)

Nuveen Minnesota Quality Municipal Income Fund (NMS)

Nuveen Missouri Quality Municipal Income Fund (NOM)

Nuveen Mortgage and Income Fund (JLS)

Nuveen Multi-Market Income Fund (JMM)

Nuveen Municipal Credit Opportunities Fund (NMCO)

Nuveen NASDAQ 100 Dynamic Overwrite Fund (QQQX)

Nuveen Preferred & Income Opportunities Fund (JPC)

Nuveen Preferred & Income Securities Fund (JPS)

Nuveen Preferred and Income Term Fund (JPI)

Nuveen Preferred and Income 2022 Term Fund (JPT)

Nuveen Real Asset Income and Growth Fund (JRI)

Nuveen Real Estate Income Fund (JRS)

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

Nuveen S&P 500 Dynamic Overwrite Fund (SPXX)

Nuveen Senior Income Fund (NSL)

Nuveen Short Duration Credit Opportunities Fund (JSD)

Nuveen Tax-Advantaged Dividend Growth Fund (JTD)

Nuveen Tax-Advantaged Total Return Strategy Fund (JTA)

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 Corporate Income 2023 Target Term Fund (“Corporate Income 2023”), Nuveen Corporate Income November 2021 Target Term Fund (“Corporate Income 2021”), Nuveen Credit Opportunities 2022 Target Term Fund (“Credit Opportunities 2022”), Nuveen Credit Strategies Income Fund (“Credit Strategies”), Nuveen Diversified Dividend and Income Fund (“Diversified Dividend”), Nuveen Dow 30SM Dynamic Overwrite Fund (“Dow Dynamic Overwrite”), Nuveen Emerging Markets Debt 2022 Target Term Fund (“Emerging Markets Debt”), Nuveen Floating Rate Income Fund (“Floating Rate Income”), Nuveen Floating Rate Income Opportunity Fund (“Floating Rate Opportunity”), Nuveen Georgia Quality Municipal Income Fund (“Georgia Municipal”), Nuveen Intermediate Duration Municipal Term Fund (“Intermediate Duration”), Nuveen Intermediate Duration Quality Municipal Term Fund (“Intermediate Duration Quality”), Nuveen Maryland Quality Municipal Income Fund (“Maryland Municipal”), 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-Market Income Fund (“Multi-Market Income”), Nuveen Municipal Credit Opportunities Fund (“Municipal Credit Opportunities”), Nuveen NASDAQ 100 Dynamic Overwrite Fund (“NASDAQ Dynamic Overwrite”), Nuveen Preferred & Income Opportunities Fund (“Preferred & Income Opportunities”), Nuveen Preferred & Income Securities Fund (“Preferred & Income Securities”), Nuveen Preferred and Income Term Fund (“Preferred & Income Term”), Nuveen Preferred and Income 2022 Term Fund (“Preferred & Income 2022”), Nuveen Real Asset Income and Growth Fund (“Real Asset”), Nuveen Real Estate Income Fund (“Real Estate Income”), Nuveen S&P 500 Buy-Write Income Fund (“S&P Buy-Write”), Nuveen S&P 500 Dynamic Overwrite Fund (“S&P Dynamic Overwrite”), Nuveen Senior Income Fund (“Senior Income”), Nuveen Short Duration Credit Opportunities Fund (“Short Duration”), Nuveen Tax-Advantaged Dividend Growth Fund (“Tax-Advantaged Dividend”), Nuveen Tax-Advantaged Total Return Strategy Fund (“Tax-Advantaged Return”) and Nuveen Virginia Quality Municipal Income Fund (“Virginia Municipal”), each a Massachusetts business trust (each, a “Fund” and collectively, the “Funds”), will be held in the offices of Nuveen, 333 West Wacker Drive, Chicago, Illinois, on Tuesday, April 6, 2021, at 1:00 p.m., Central time (for each Fund, an “Annual Meeting” and collectively, the “Annual Meetings”), for the following purposes and to transact such other business, if any, as may properly come before the Annual Meeting.

Because of the public health concerns regarding the coronavirus (COVID-19) pandemic, we will be hosting this year’s Annual Meeting as a completely virtual meeting of shareholders, which will be conducted online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetingcenter.io/285265545 at the meeting date and time described in the accompanying Joint Proxy Statement. If your shares are registered in your name, to participate in the Annual Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. The password for the meeting is NUV2021. If your shares are held through an intermediary, you will need to register for the Annual Meeting at least three (3) business days prior to the Annual Meeting. Instructions for registering are set forth in the enclosed Joint Proxy Statement. There is no physical location for the Annual Meeting.


Matters to Be Voted on by Shareholders:

 

1.

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

 

  a.

For Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Maryland Municipal, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal, to elect four (4) Board Members.

 

  i)

two (2) Class III Board Members to be elected by the holders of Common Shares and Preferred Shares, voting together as a single class; and

 

  ii)

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

 

  b.

For each Fund (except Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Maryland Municipal, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal), to elect three (3) Class III 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 29, 2021 are entitled to notice of and to vote at the Annual Meeting.

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

Mark L. Winget

Vice President and Secretary


Joint Proxy Statement   

333 West Wacker Drive

Chicago, Illinois 60606

(800) 257-8787

March 4, 2021

This Joint Proxy Statement is first being mailed to shareholders on or about March 8, 2021.

Nuveen Core Equity Alpha Fund (JCE)

Nuveen Corporate Income 2023 Target Term Fund (JHAA)

Nuveen Corporate Income November 2021 Target Term Fund (JHB)

Nuveen Credit Opportunities 2022 Target Term Fund (JCO)

Nuveen Credit Strategies Income Fund (JQC)

Nuveen Diversified Dividend and Income Fund (JDD)

Nuveen Dow 30SM Dynamic Overwrite Fund (DIAX)

Nuveen Emerging Markets Debt 2022 Target Term Fund (JEMD)

Nuveen Floating Rate Income Fund (JFR)

Nuveen Floating Rate Income Opportunity Fund (JRO)

Nuveen Georgia Quality Municipal Income Fund (NKG)

Nuveen Intermediate Duration Municipal Term Fund (NID)

Nuveen Intermediate Duration Quality Municipal Term Fund (NIQ)

Nuveen Maryland Quality Municipal Income Fund (NMY)

Nuveen Minnesota Quality Municipal Income Fund (NMS)

Nuveen Missouri Quality Municipal Income Fund (NOM)

Nuveen Mortgage and Income Fund (JLS)

Nuveen Multi-Market Income Fund (JMM)

Nuveen Municipal Credit Opportunities Fund (NMCO)

Nuveen NASDAQ 100 Dynamic Overwrite Fund (QQQX)

Nuveen Preferred & Income Opportunities Fund (JPC)

Nuveen Preferred & Income Securities Fund (JPS)

Nuveen Preferred and Income Term Fund (JPI)

Nuveen Preferred and Income 2022 Term Fund (JPT)

Nuveen Real Asset Income and Growth Fund (JRI)

Nuveen Real Estate Income Fund (JRS)

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

Nuveen S&P 500 Dynamic Overwrite Fund (SPXX)

Nuveen Senior Income Fund (NSL)

Nuveen Short Duration Credit Opportunities Fund (JSD)

Nuveen Tax-Advantaged Dividend Growth Fund (JTD)

 

1


Nuveen Tax-Advantaged Total Return Strategy Fund (JTA)

Nuveen Virginia Quality Municipal Income Fund (NPV)

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 Corporate Income 2023 Target Term Fund (“Corporate Income 2023”), Nuveen Corporate Income November 2021 Target Term Fund (“Corporate Income 2021”), Nuveen Credit Opportunities 2022 Target Term Fund (“Credit Opportunities 2022”), Nuveen Credit Strategies Income Fund (“Credit Strategies”), Nuveen Diversified Dividend and Income Fund (“Diversified Dividend”), Nuveen Dow 30SM Dynamic Overwrite Fund (“Dow Dynamic Overwrite”), Nuveen Emerging Markets Debt 2022 Target Term Fund (“Emerging Markets Debt”), Nuveen Floating Rate Income Fund (“Floating Rate Income”), Nuveen Floating Rate Income Opportunity Fund (“Floating Rate Opportunity”), Nuveen Georgia Quality Municipal Income Fund (“Georgia Municipal”), Nuveen Intermediate Duration Municipal Term Fund (“Intermediate Duration”), Nuveen Intermediate Duration Quality Municipal Term Fund (“Intermediate Duration Quality”), Nuveen Maryland Quality Municipal Income Fund (“Maryland Municipal”), 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-Market Income Fund (“Multi-Market Income”), Nuveen Municipal Credit Opportunities Fund (“Municipal Credit Opportunities”), Nuveen NASDAQ 100 Dynamic Overwrite Fund (“NASDAQ Dynamic Overwrite”), Nuveen Preferred & Income Opportunities Fund (“Preferred & Income Opportunities”), Nuveen Preferred & Income Securities Fund (“Preferred & Income Securities”), Nuveen Preferred and Income Term Fund (“Preferred & Income Term”), Nuveen Preferred and Income 2022 Term Fund (“Preferred & Income 2022”), Nuveen Real Asset Income and Growth Fund (“Real Asset”), Nuveen Real Estate Income Fund (“Real Estate Income”), Nuveen S&P 500 Buy-Write Income Fund (“S&P Buy-Write”), Nuveen S&P 500 Dynamic Overwrite Fund (“S&P Dynamic Overwrite”), Nuveen Senior Income Fund (“Senior Income”), Nuveen Short Duration Credit Opportunities Fund (“Short Duration”), Nuveen Tax-Advantaged Dividend Growth Fund (“Tax-Advantaged Dividend”), Nuveen Tax-Advantaged Total Return Strategy Fund (“Tax-Advantaged Return”) 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 in the offices of Nuveen, 333 West Wacker Drive, Chicago, Illinois, on Tuesday, April 6, 2021 at 1:00 p.m., Central time (for each Fund, an “Annual Meeting” and collectively, the “Annual Meetings”), and at any and all adjournments thereof.

Because of the public health concerns regarding the coronavirus (COVID-19) pandemic, the Annual Meeting will be held in a virtual meeting format only, which will be conducted online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetingcenter.io/285265545 at the meeting date and time. If your shares are registered in your name, to participate in the Annual Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. The password for the meeting is NUV2021. There is no physical location for the Annual Meeting.

 

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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 nominees as listed in this Joint Proxy Statement. Shareholders of a Fund who execute proxies may revoke them at any time before they are voted by filing with that Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the virtual Annual Meeting and voting at the Annual Meeting. A prior proxy can also be revoked by voting again through the toll-free number or the Internet address listed in the proxy card. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.

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

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

 

Matter        Common Shares   Preferred  Shares(1)

1(a)(i)

  For Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Maryland Municipal, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal, election of two (2) Class III Board Members by all shareholders.   X   X

1(a)(ii)

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

 

3


Matter        Common Shares   Preferred  Shares(1)

1(b)

  For each Fund (except Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Maryland Municipal, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal), election of three (3) Class III Board Members by all shareholders.   X   N/A

 

(1)

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

A quorum of shareholders is required to take action at each Annual Meeting. A majority of the shares entitled to vote at each Annual Meeting, represented in person or by proxy, will constitute a quorum of shareholders at that Annual Meeting, except that for the election of the two Board Member nominees by holders of Preferred Shares (for Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Maryland Municipal, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal), 331/3% of the Preferred Shares entitled to vote and represented in person (virtually) or by proxy will constitute a quorum. Votes cast by proxy or in person (virtually) at each Annual Meeting will be tabulated by the inspectors of election appointed for that Annual Meeting. The inspectors of election will determine whether or not a quorum is present at the Annual Meeting. The inspectors of election will treat abstentions and “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, 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 New York Stock Exchange (“NYSE”), certain Preferred Shares held in “street name” as to which voting instructions have not been received from the beneficial owners or persons entitled to vote as of one business day before the Annual Meeting, or, if adjourned, one business day before the day to which the Annual Meeting is adjourned, and that would otherwise be treated as “broker non-votes,” 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 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 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

 

4


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 Shares and TFP Shares depending on their mode. The proportionate voting provisions of Rule 452 may apply to VRDP Shares depending on whether such shares are being remarketed during their current rate period. For the proposal described in this Joint Proxy Statement, the Funds do not expect that Rule 452 will apply to any series of Preferred Shares based on the current mode or rate period, as applicable, of the Preferred Shares. The terms and conditions of each series of Preferred Shares, as well as the rights and privileges of each mode, if any, are set forth 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 three nominees for election to the Board and three Board Members to be elected, a vote by plurality means the three nominees with the highest number of 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 29, 2021 will be entitled to one vote for each share held and a proportionate fractional vote for each fractional vote held. As of January 29, 2021, the shares of the Funds were issued and outstanding as follows:

 

       
Fund   Ticker Symbol(1)   Common Shares     Preferred Shares  
Core Equity Alpha   JCE     16,029,281    

N/A

       
Corporate Income 2023   JHAA     7,825,459    

N/A

       
Corporate Income 2021   JHB     55,900,049    

N/A

       
Credit Opportunities 2022   JCO     27,750,492    

N/A

       
Credit Strategies   JQC     135,609,290    

N/A

       
Diversified Dividend   JDD     19,668,517    

N/A

       
Dow Dynamic Overwrite   DIAX     36,366,914    

N/A

       
Emerging Markets Debt   JEMD     14,246,992    

N/A

       
Floating Rate Income   JFR     56,918,468    

TFP Series A

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

TFP Series A

    75,000  
Georgia Municipal   NKG     10,399,812    

AMTP Series 2028

    585  
Intermediate Duration   NID     46,909,660    

AMTP Series 2023

    1,750  

 

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Fund   Ticker Symbol(1)   Common Shares     Preferred Shares  
Intermediate Duration Quality   NIQ     13,097,144    

AMTP Series 2023

    550  
Maryland Municipal   NMY     23,099,664    

AMTP Series 2028

    1,820  
Minnesota Municipal   NMS     5,782,386    

AMTP Series 2028

    528  
Missouri Municipal   NOM     2,346,537    

MFP Series A

    180  
Mortgage & Income   JLS     5,487,440    

N/A

       
Multi-Market Income   JMM     9,462,351    

N/A

       
Municipal Credit Opportunities   NMCO     53,276,080    

MFP Series A

    1,000  
               

MFP Series B

    2,250  
               

MFP Series C

    1,250  
NASDAQ Dynamic Overwrite   QQQX     41,507,902    

N/A

       
Preferred & Income Opportunities   JPC     103,355,149    

N/A

       
Preferred & Income Securities   JPS     203,790,147    

N/A

       
Preferred & Income Term   JPI     22,761,391    

N/A

       
Preferred & Income 2022   JPT     6,841,072    

N/A

       
Real Asset   JRI     27,453,680    

N/A

       
Real Estate Income   JRS     28,892,471    

N/A

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

N/A

       
S&P Dynamic Overwrite   SPXX     17,191,758    

N/A

       
Senior Income   NSL     38,611,472    

TFP Series A

    40,000  
Short Duration   JSD     10,085,648    

TFP Series A

    70,000  
Tax-Advantaged Dividend   JTD     14,484,340    

N/A

       
Tax-Advantaged Return   JTA     13,850,897    

N/A

       
Virginia Municipal   NPV     17,888,801    

VRDP Series 1

    1,280  

 

 

(1)

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

 

1.

Election of Board Members

Pursuant to the organizational documents of each Fund, each Board is divided into three classes, Class I, Class II and Class III, to be elected by the holders of the outstanding Common Shares and any outstanding Preferred Shares, voting together as a single class to serve until the third succeeding annual meeting subsequent to their election or thereafter, in each case until their successors have been duly elected and qualified. For Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Maryland Municipal, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal, each Fund with Preferred Shares outstanding, under normal circumstances, holders of Preferred Shares are entitled to elect two (2) Board Members. The Board Members elected by holders of Preferred Shares will be elected to serve until the next annual meeting or until their successors have been duly elected and qualified.

 

6


  (a)

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

 

  (i)

two (2) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Members Evans and Thornton have been designated as Class III Board Members and as nominees for Board Members for a term expiring at the 2024 annual meeting of shareholders or until their successors have been duly elected and qualified. Board Members Nelson, Stockdale, Stone, Toth, Wolff and Young are current and continuing Board Members. Board Members Stockdale, Stone and Wolff have been designated as Class I Board Members for a term expiring at the 2022 annual meeting of shareholders or until their successors have been duly elected and qualified. Board Members Nelson, Toth and Young have been designated as Class II Board Members for a term expiring at the 2023 annual meeting of shareholders or until their successors have been duly elected and qualified.

 

  (ii)

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

 

  (b)

For each Fund (except Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Maryland Municipal, Minnesota Municipal, Missouri Municipal, Senior Income, Short Duration and Virginia Municipal): three (3) Board Members are to be elected by all shareholders. Board Members Evans, Moschner and Thornton have been designated as Class III Board Members and as nominees for Board Members for a term expiring at the 2024 annual meeting of shareholders or until their successors have been duly elected and qualified. Board Members Hunter, Moschner, Nelson, Stockdale, Stone, Toth, Wolff and Young are current and continuing Board Members. Board Members Hunter, Stockdale, Stone and Wolff have been designated as Class I Board Members for a term expiring at the 2022 annual meeting of shareholders or until their successors have been duly elected and qualified. Board Members Nelson, Toth and Young have been designated as Class II Board Members for a term expiring at the 2023 annual meeting of shareholders or until their successors have been duly elected and qualified.

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 Corporate Income 2023, Mortgage & Income and Municipal Credit Opportunities, Board Members Hunter, Stockdale, Stone and Wolff were last elected to the Fund’s Board as Class I Board Members at the annual meeting of shareholders held on April 10, 2019. For Mortgage & Income, Board Members Hunter, Stockdale,

 

7


Stone and Wolff were last elected to the Fund’s Board as Class I Board Members at the annual meeting of shareholders held on June 27, 2019.

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

Class III Board Members: For each Fund except Corporate Income 2023 and Municipal Credit Opportunities, Board Members Evans and Moschner were last elected to each 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 Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Maryland Municipal, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal, Board Members Hunter and Moschner were last elected to each Fund’s Board at the annual meeting of shareholders held on April 22, 2020.

Board Member Appointments/Initial Elections: Board Member Thornton was appointed to the Board of each Fund effective November 16, 2020. For Corporate Income 2023, the appointment of Board Members Evans, Hunter, Moschner, Nelson, Stockdale, Stone, Wolff, Toth and Young was ratified and approved by the initial shareholder on December 18, 2018. For Municipal Credit Opportunities, the appointment of Board Members Evans, Hunter, Moschner, Nelson, Stockdale, Stone, Wolff, Toth and Young was ratified and approved by the initial shareholder on September 16, 2019.

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.

 

8


Board Nominees/Board Members

 

           
Name, Address
and Year of Birth
  Position(s)
Held with
Fund
  Term of Office
and Length
of Time Served(1)
   Principal Occupation(s)
During Past 5 Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member
  Other
Directorships
Held by
Board
Member
During the
Past 5
Years
Board Members/Nominees who are not “interested persons” of the Funds

Terence J. Toth

c/o Nuveen

333 West Wacker Drive

Chicago, IL 60606

1959

  Chair of the Board; Board Member  

Term: Class II Board Member until 2023 annual shareholder meeting

 

Length of Service: Since 2008, Chair of the Board since July 1, 2018

   Formerly, Co-Founding Partner, Promus Capital (investment advisory firm) (2008-2017); Director of Quality Control Corporation (manufacturing) (since 2012); formerly, Director, Fulcrum IT Service 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); Member of Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (philanthropy) (since 2012) and is Chair of its Investment Committee; formerly, Member, Chicago Fellowship Board (philanthropy) (2005-2016); formerly, Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004).   147   None

 

9


           
Name, Address
and Year of Birth
  Position(s)
Held with
Fund
  Term of Office
and Length
of Time Served(1)
   Principal Occupation(s)
During Past 5 Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member
  Other
Directorships
Held by
Board
Member
During the
Past 5
Years

Jack B. Evans

c/o Nuveen

333 West Wacker Drive

Chicago, IL 60606

1948

  Board Member  

Term: Class III Board Member until 2021 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 and the Iowa College Foundation; formerly, Director, Public Member, American Board of Orthopaedic Surgery (2015-2020); formerly, Director (1998-2003), Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer (1972-1995), SCI Financial Group, Inc. (regional financial services firm); formerly, Member and President Pro Tem of the Board of Regents for the State of Iowa University System (2000-2004); formerly, Director (1996-2015), The Gazette Company (media and publishing).   147   Director and Chairman (since 2009), United Fire Group, a publicly held company; formerly, Director (2000-2004), Alliant Energy.

William C. Hunter

c/o Nuveen

333 West Wacker Drive

Chicago, IL 60606

1948

  Board Member  

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

 

Length of Service: Since 2004

   Dean Emeritus, formerly, Dean (2006-2012), Tippie College of Business, University of Iowa; past Director (2005-2015) and past President (2010-2014) of Beta Gamma Sigma, Inc., The International Business Honor Society; formerly, Director (1997-2007), Credit Research Center at Georgetown University; formerly, Dean and Distinguished Professor of Finance (2003-2006), School of Business at the University of Connecticut; previously, Senior Vice President and Director of Research (1995-2003) at the Federal Reserve Bank of Chicago.   147   Director (since 2009) of Wellmark, Inc; formerly, Director (2004-2018) of Xerox Corporation.

 

10


           
Name, Address
and Year of Birth
  Position(s)
Held with
Fund
  Term of Office
and Length
of Time Served(1)
   Principal Occupation(s)
During Past 5 Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member
  Other
Directorships
Held by
Board
Member
During the
Past 5
Years

Albin F. Moschner

c/o Nuveen

333 West Wacker Drive

Chicago, IL 60606

1952

  Board Member  

Term: Annual or Class III Board Member until 2021 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), with Zenith Electronics Corporation (consumer electronics).   147   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).

 

11


           
Name, Address
and Year of Birth
  Position(s)
Held with
Fund
  Term of Office
and Length
of Time Served(1)
   Principal Occupation(s)
During Past 5 Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member
  Other
Directorships
Held by
Board
Member
During the
Past 5
Years

John K. Nelson

c/o Nuveen

333 West Wacker Drive

Chicago, IL 60606

1962

  Board Member  

Term: Class II Board Member until 2023 annual shareholder meeting

 

Length of Service: Since 2013

   Member of Board of Directors of Core12 LLC (private firm which develops branding, marketing and communications strategies for clients) (since 2008); served 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.   147   None

 

12


           
Name, Address
and Year of Birth
  Position(s)
Held with
Fund
  Term of Office
and Length
of Time Served(1)
   Principal Occupation(s)
During Past 5 Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member
  Other
Directorships
Held by
Board
Member
During the
Past 5
Years

Judith M. Stockdale

c/o Nuveen

333 West Wacker Drive

Chicago, IL 60606

1947

  Board Member  

Term: Class I Board Member until 2022 annual shareholder meeting

 

Length of Service: Since 1997

   Board Member of the Land Trust Alliance (national public charity addressing natural land and water conservation in the U.S.) (since 2013); formerly, Board Member of the U.S. Endowment for Forestry and Communities (national endowment addressing forest health, sustainable forest production and markets, and economic health of forest-reliant communities in the U.S.) (2013-2019); formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation (private foundation endowed to support both natural land conservation and artistic vitality); prior thereto, Executive Director, Great Lakes Protection Fund (endowment created jointly by seven of the eight Great Lake states’ Governors to take a regional approach to improving the health of the Great Lakes) (1990-1994).   147   None
Carole E. Stone
c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606
1947
  Board Member  

Term: Class I Board Member until 2022 annual shareholder meeting

 

Length of Service: Since 2007

   Former Director, Chicago Board Options Exchange (2006-2017) and C2 Options Exchange, Incorporated (2009-2017); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010).   147   Formerly, Director, Cboe Global Markets, Inc. (2010-2020) (formerly named CBOE Holdings, Inc.).

 

13


           
Name, Address
and Year of Birth
  Position(s)
Held with
Fund
  Term of Office
and Length
of Time Served(1)
   Principal Occupation(s)
During Past 5 Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member
  Other
Directorships
Held by
Board
Member
During the
Past 5
Years
Matthew Thornton III(2)
c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606
1964
  Board Member  

Term: Class III Board Member until 2021 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).   147   Member of the Board of Directors (since 2014), The Sherwin-Williams Company (develops, manufactures, distributes and sells paints, coatings and related products); Member of the Board of Directors (since 2020), Crown Castle International (provider of communications infrastructure).
Margaret L. Wolff
c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606
1955
  Board Member  

Term: Class I Board Member until 2022 annual shareholder meeting

 

Length of Service: Since 2016

   Formerly, Of Counsel (2005-2014), Skadden, Arps, Slate, Meagher & Flom LLP (Mergers & Acquisitions Group) (legal services); Member of the Board of Trustees of New York-Presbyterian Hospital (since 2005); Member (since 2004) and Chair (since 2015) of the Board of Trustees of The John A. Hartford Foundation (philanthropy dedicated to improving the care of older adults); formerly, Member (2005-2015) and Vice Chair (2011- 2015) of the Board of Trustees of Mt. Holyoke College.   147   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.).

 

14


           
Name, Address
and Year of Birth
  Position(s)
Held with
Fund
  Term of Office
and Length
of Time Served(1)
   Principal Occupation(s)
During Past 5 Years
  Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member
  Other
Directorships
Held by
Board
Member
During the
Past 5
Years

Robert L. Young

c/o Nuveen

333 West Wacker Drive

Chicago, IL 60606

1963

  Board Member  

Term: Class II Board Member until 2023 annual shareholder meeting

 

Length of Service: Since 2017

   Formerly, Chief Operating Officer and Director, J.P. Morgan Investment Management Inc. (financial services) (2010-2016); formerly, President and Principal Executive Officer (2013-2016), and Senior Vice President and Chief Operating Officer (2005-2010), of J.P. Morgan Funds; formerly, Director and various officer positions for J.P. Morgan Investment Management Inc. (formerly, JPMorgan Funds Management, Inc. and formerly, One Group Administrative Services) and JPMorgan Distribution Services, Inc. (financial services) (formerly, One Group Dealer Services, Inc.) (1999-2017).   147   None

 

 

(1)

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

(2)

Board Member Thornton was appointed to the Board of each Fund effective November 16, 2020.

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, 2020 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, 2020 is also set forth in Appendix A. As of January 29, 2021, each Board Member’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of the Fund. As of January 29, 2021, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund.

 

15


Compensation

Prior to January 1, 2020, Independent Board Members received a $190,000 annual retainer plus (a) a fee of $6,500 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled Board meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (d) a fee of $2,500 per meeting for attendance in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone at Dividend Committee meetings; (f) a fee of $500 per meeting for attendance in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) where in-person attendance was required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance was not required, and $100 per meeting when the Executive Committee acted as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings; provided that no fees were received for meetings held on days on which regularly scheduled Board meetings were held; and (g) a fee of $2,500 per meeting for attendance in person or by telephone at Closed-End Funds Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; provided that no fees were received for meetings held on days on which regularly scheduled Board meetings were held. In addition to the payments described above, the Chair of the Board received $90,000, and the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Nominating and Governance Committee and the Closed-End Funds Committee received $15,000 each as additional retainers. Independent Board Members also received a fee of $3,000 per day for site visits to entities that provided services to the Nuveen funds on days on which no Board meeting was held. When ad hoc committees were organized, the Nominating and Governance Committee 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 were allocated among the Nuveen funds on the basis of relative net assets, although management might have, in its discretion, established a minimum amount to be allocated to each fund.

Effective January 1, 2020, Independent Board Members receive a $195,000 annual retainer, increased to $200,000 as of January 1, 2021, plus they receive (a) a fee of $6,750 per day, increased to $7,000 per day as of January 1, 2021, for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled Board meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at

 

16


such meetings where in-person attendance is not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (d) a fee of $5,000 per meeting for attendance in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone at Dividend Committee meetings; (f) a fee of $500 per meeting for attendance in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) where in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required, and $100 per meeting when the Executive Committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings; provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held; and (g) a fee of $2,500 per meeting for attendance in person or by telephone at Closed-End Funds Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held. In addition to the payments described above, the Chair of the Board receives $90,000, increased to $100,000 as of January 1, 2021, and the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Nominating and Governance Committee and the Closed-End Funds Committee receive $15,000 each as additional retainers. Independent Board Members also receive a fee of $3,000 per day, increased to $3,500 per day as of January 1, 2021, for site visits to entities that provide services to the Nuveen funds on days on which no Board meeting is held. When ad hoc committees are organized, the Nominating and Governance Committee will at the time of formation determine compensation to be paid to the members of such committee; however, in general, such fees will be $1,000 per meeting for attendance in person or by telephone at ad hoc committee meetings where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses are allocated among the Nuveen funds on the basis of relative net assets, although management may, in its discretion, establish a minimum amount to be allocated to each fund. In certain instances fees and expenses will be allocated only to those Nuveen funds that are discussed at a given meeting. In certain circumstances, such as during the COVID-19 pandemic, the Board may hold in-person meetings by telephonic or videographic means and be compensated at the in-person rate.

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

 

17


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.

 

18


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
     Albin F.
Moschner
     John K.
Nelson
     Judith M.
Stockdale
     Carole E.
Stone
     Matthew
Thornton  III(1)
     Terence J.
Toth
     Margaret
L. Wolff
     Robert L.
Young
 

Core Equity Alpha

   $ 580      $ 617      $ 597      $ 618      $ 590      $ 598      $      $ 695      $ 609      $ 666  

Corporate Income 2023

     264        283        275        284        260        262               320        269        276  

Corporate Income 2021

     1,632        1,717        1,664        1,733        1,656        1,688               1,959        1,701        1,871  

Credit Opportunities 2022

     861        911        883        915        874        890               1,035        903        990  

Credit Strategies

     4,273        4,747        4,111        4,705        4,206        4,440               5,163        4,287        4,566  

Diversified Dividend

     711        752        726        756        721        734               851        742        544  

Dow Dynamic Overwrite

     1,518        1,608        1,555        1,615        1,542        1,567               1,820        1,588        1,738  

Emerging Markets Debt

     387        415        402        416        381        385               470        394        404  

Floating Rate Income

     2,459        2,610        2,364        2,700        2,421        2,552               2,980        2,352        2,513  

Floating Rate Opportunity

     1,727        1,832        1,660        1,895        1,700        1,792               2,093        1,651        1,765  

Georgia Municipal

     527        554        497        569        506        536               648        491        517  

Intermediate Duration

     2,159        2,276        2,041        2,336        2,069        2,173               2,660        2,016        2,076  

Intermediate Duration Quality

     628        661        593        678        604        639               773        585        617  

Maryland Municipal

     1,359        1,431        1,285        1,469        1,302        1,368               1,675        1,269        1,308  

Minnesota Municipal

     364        383        344        393        350        371               448        339        357  

Missouri Municipal

     131        137        123        141        126        133               161        122        128  

Mortgage & Income

     405        410        396        431        412        419               487        405        445  

Multi-Market Income

     256        270        241        277        246        260               314        238        252  

Municipal Credit Opportunities

     2,840        3,144        3,067        3,060        2,841        2,872               3,441        3,039        3,221  

NASDAQ Dynamic Overwrite

     2,480        2,647        2,564        2,644        2,525        2,555               2,976        2,617        2,860  

Preferred & Income Opportunities

     3,967        4,218        3,816        4,362        3,907        4,115               4,790        3,797        4,053  

Preferred & Income Securities

     7,747        8,228        7,462        8,517        7,639        8,033               9,360        7,424        7,938  

Preferred & Income Term

     2,081        2,210        2,004        2,287        2,051        2,157               2,515        1,994        2,129  

 

19


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

Preferred & Income 2022

   $ 528      $ 563      $ 511      $ 583      $ 519      $ 539      $      $ 643      $ 502      $ 528  

Real Asset

     1,589        1,681        1,620        1,687        1,610        1,643               1,902        1,658        1,809  

Real Estate Income

     991        1,050        1,014        1,055        1,007        1,024               1,185        1,036        765  

S&P Buy-Write

     3,480        3,692        3,576        3,704        3,539        3,590               4,174        3,652        3,999  

S&P Dynamic Overwrite

     661        703        680        704        673        682               793        694        759  

Senior Income

     997        1,058        958        1,095        981        1,035               1,208        953        1,018  

Short Duration

     668        709        641        733        657        693               809        638        682  

Tax-Advantaged Dividend

     816        866        837        869        829        843               978        855        934  

Tax-Advantaged Return

     511        541        522        543        518        528               611        533        581  

Virginia Municipal

     1,012        1,066        957        1,094        970        1,019               1,247        945        974  

Total Compensation from Nuveen Funds Paid to Board Members

   $ 392,652      $ 396,750      $ 380,050      $ 417,500      $ 400,147      $ 404,611      $      $ 467,300      $ 385,629      $ 425,754  

 

(1)

Board Member Thornton was appointed to the Board of each Fund effective November 16, 2020.

(*)

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:

 

20


Fund Name    Jack B.
Evans
     William C.
Hunter
     Albin F.
Moschner
     John K.
Nelson
     Judith M.
Stockdale
     Carole E.
Stone
     Matthew
Thornton III
     Terence J.
Toth
     Margaret
L. Wolff
     Robert L.
Young
 

Core Equity Alpha

   $ 43      $      $      $      $ 158      $ 205      $      $      $ 203      $ 666  

Corporate Income 2023

                                                                     

Corporate Income 2021

     124                             445        594                      572        1,871  

Credit Opportunities 2022

     64                             235        309                      302        990  

Credit Strategies

     346                             974        1,766                      1,392        4,566  

Diversified Dividend

     54                             193        258                      248        544  

Dow Dynamic Overwrite

     113                             413        544                      531        1,738  

Emerging Markets Debt

                                                                     

Floating Rate Income

     200                             559        1,019                      764        2,513  

Floating Rate Opportunity

     140                             393        715                      536        1,765  

Georgia Municipal

                                                                     

Intermediate Duration

     187                             429        947                      651        2,076  

Intermediate Duration Quality

                                                                     

Maryland Municipal

     117                             271        595                      410        1,308  

Minnesota Municipal

                                                                     

Missouri Municipal

                                                                     

Mortgage & Income

     30                             111        146                      136        445  

Multi-Market Income

                                                                     

Municipal Credit Opportunities

     181                             718        892                      950        3,221  

NASDAQ Dynamic Overwrite

     180                             681        862                      871        2,860  

Preferred & Income Opportunities

     321                             902        1,640                      1,232        4,053  

Preferred & Income Securities

     622                             1,774        3,172                      2,410        7,938  

Preferred & Income Term

     168                             475        855                      647        2,129  

Preferred & Income 2022

                                                                     

Real Asset

     122                             427        589                      556        1,809  

Real Estate Income

     74                             269        358                      347        765  

 

21


Fund Name    Jack B.
Evans
     William C.
Hunter
     Albin F.
Moschner
     John K.
Nelson
     Judith M.
Stockdale
     Carole E.
Stone
     Matthew
Thornton III
     Terence J.
Toth
     Margaret
L. Wolff
     Robert L.
Young
 

S&P Buy-Write

   $ 256      $      $      $      $ 952      $ 1,230      $      $      $ 1,220      $ 3,999  

S&P Dynamic Overwrite

     49                             181        234                      232        759  

Senior Income

     81                             226        414                      310        1,018  

Short Duration

     54                             151        278                      207        682  

Tax-Advantaged Dividend

     61                             222        293                      286        934  

Tax-Advantaged Return

     39                             138        186                      178        581  

Virginia Municipal

     87                             201        443                      305        974  

 

22


Board Leadership Structure and Risk Oversight

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

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

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

Although the Board has direct responsibility over various matters (such as advisory contracts, underwriting contracts and Fund performance), the Board also exercises certain of its oversight responsibilities through several committees that it has established and which report back to the full Board. The Board believes that a committee structure is an effective means to permit Board Members to focus on particular operations or issues affecting the Funds, including risk oversight. More specifically, with respect to risk oversight, the Board has delegated matters relating to valuation and compliance to certain committees (as summarized below) as

 

23


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

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

Audit Committee. The Board has an Audit Committee, in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (“1934 Act”), that is composed of Independent Board Members who are also “independent” as that term is defined in the listing standards pertaining to closed-end funds of the NYSE or NASDAQ, as applicable. The Audit Committee assists the Board in: the oversight and monitoring of the accounting and reporting policies, processes and practices of the Funds, and the audits of the financial statements of the Funds; the quality and integrity of the financial statements of the Funds; the Funds’ compliance with legal and regulatory requirements relating to the Funds’ financial statements; the independent auditors’ qualifications, performance and independence; and the pricing procedures of the Funds and the internal valuation group of Nuveen. It is the responsibility of the Audit Committee to select, evaluate and replace any independent auditors (subject only to Board and, if applicable, shareholder ratification) and to determine their compensation. The Audit Committee is also responsible for, among other things, overseeing the valuation of securities comprising the Funds’ portfolios. Subject to the Board’s general supervision of such actions, the Audit Committee addresses any valuation issues, oversees the Funds’ pricing procedures and actions taken by Nuveen’s internal valuation group which provides regular reports to the Audit Committee, reviews any issues relating to the valuation of the Funds’ securities brought to its attention, and considers the risks to the Funds in assessing the possible resolutions of these matters. The Audit Committee may also consider any financial risk exposures for the Funds in conjunction with performing its functions.

To fulfill its oversight duties, the Audit Committee receives and reviews annual and semi-annual reports and has regular meetings with the external auditors for the Funds and the internal audit group at Nuveen. The Audit Committee also may review, in a general manner, the processes the Board or other Board committees have in place with respect to risk assessment and risk management as well as compliance with legal and regulatory matters relating to the Funds’ financial statements. The Audit Committee operates under a written Audit Committee Charter (the “Charter”) adopted and approved by the Board, which Charter conforms to the listing standards of the NYSE or NASDAQ, as applicable. Members of the Audit Committee

 

24


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

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

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

In fulfilling its obligations, the Compliance Committee meets on a quarterly basis, and at least once a year in person. The Compliance Committee receives written and oral reports from the Funds’ CCO and meets privately with the CCO at each of its quarterly meetings. The CCO also provides an annual report to the full Board regarding the operations of the Funds and other service providers’ compliance programs as well as any recommendations for modifications thereto. The Compliance Committee also receives reports from the investment oversight group of Nuveen regarding various investment risks. Notwithstanding the foregoing, the full Board also participates in discussions with management regarding certain matters relating to investment risk, such as the use of leverage and hedging. The investment oversight group therefore also reports to the full Board at its quarterly meetings regarding, among other things, Fund performance and the various drivers of such performance. Accordingly, the Board directly and/or in conjunction with the Compliance Committee oversees matters relating to investment risks. Matters not addressed at the committee level are addressed directly by the full Board. The Compliance Committee operates under a written charter adopted and approved by the Board. The members of the Compliance Committee are Ms. Wolff, Chair, Mr. Nelson, Mr. Thornton, Mr. Toth and Mr. Young. The number of Compliance Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

 

25


Nominating and Governance Committee. The Nominating and Governance Committee is responsible for seeking, identifying and recommending to the Board qualified candidates for election or appointment to the Board. In addition, the Nominating and Governance Committee oversees matters of corporate governance, including the evaluation of Board performance and processes, the assignment and rotation of committee members, and the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable, and matters related thereto. Although the unitary Board and committee structures have been developed over the years and the Nominating and Governance Committee believes these structures have provided efficient and effective governance, the Nominating and Governance Committee recognizes that, as demands on the Board evolve over time (such as through an increase in the number of funds overseen or an increase in the complexity of the issues raised), the Nominating and Governance Committee must continue to evaluate the Board and committee structures and their processes and modify the foregoing as may be necessary or appropriate to continue to provide effective governance. Accordingly, the Nominating and Governance Committee has a separate meeting each year to, among other things, review the Board and committee structures, their performance and functions, and recommend any modifications thereto or alternative structures or processes that would enhance the Board’s governance over the Funds’ business.

In addition, the Nominating and Governance Committee, among other things: makes recommendations concerning the continuing education of Board Members; monitors performance of legal counsel and other service providers; establishes and monitors a process by which security holders are able to communicate in writing with Board Members; and periodically reviews and makes recommendations about any appropriate changes to Board Member compensation. In the event of a vacancy on the Board, the Nominating and Governance Committee receives suggestions from various sources, including shareholders, as to suitable candidates. Suggestions should be sent in writing to William Siffermann, Manager of Fund Board Relations, Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. The Nominating and Governance Committee sets appropriate standards and requirements for nominations for new Board Members, and each nominee is evaluated using the same standards. However, the Nominating and Governance Committee reserves the right to interview any and all candidates and to make the final selection of any new Board Members. In considering a candidate’s qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability (including the time requirements for due diligence meetings with internal and external sub-advisers and service providers) and, if qualifying as an Independent Board Member candidate, independence from the Adviser, sub-advisers, underwriters or other service providers, including any affiliates of those 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 Fund’s website at www.nuveen.com/fund-governance., and is composed entirely of Independent Board Members, who are also

 

26


“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, Mr. Moschner, Mr. Nelson, Ms. Stockdale, Mr. Stone, Mr. Thornton, Ms. Wolff and Mr. Young. The number of Nominating and Governance Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

Closed-End Funds Committee. The Closed-End Funds Committee was established by the Board in 2012 and is responsible for assisting the Board in the oversight and monitoring of the Nuveen funds that are registered as closed-end management investment companies (“Closed-End Funds”). The Closed-End Funds Committee may review and evaluate matters related to the formation and the initial presentation to the Board of any new Closed-End Fund and may review and evaluate any matters relating to any existing Closed-End Fund. The Closed-End Funds Committee receives updates on the secondary closed-end fund market and evaluates the premiums and discounts of the Nuveen closed-end funds, including the Funds, at each quarterly meeting. The Closed-End Funds Committee reviews, among other things, the premium and discount trends in the broader closed-end fund market, by asset category and by closed-end fund; the historical total return performance data for the Nuveen closed-end funds, including the Funds, based on net asset value and price over various periods; the volatility trends in the market; the use of leverage by the Nuveen closed-end funds, including the Funds; the distribution data of the Nuveen closed-end funds, including the Funds, and as compared to peer averages; and a summary of Common Share issuances, if any, and share repurchases, if any, during the applicable quarter by the Nuveen closed-end funds, including the Funds. The Closed-End Funds Committee regularly engages in more in-depth discussions of premiums and discounts of the Nuveen closed-end funds. Additionally, the Closed-End Funds Committee members participate in workshops to explore, among other things, actions to address discounts of the Nuveen closed-end funds, potential share repurchases and available leverage strategies and their use. The Closed-End Funds Committee operates under a written charter adopted and approved by the Board. The members of the Closed-End Funds Committee are Mr. Evans, Chair, Dr. Hunter, Mr. Toth, Ms. Wolff and Mr. Young. 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 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

 

27


through his or her educational background; business, professional training or practice; public service or academic positions; experience from service as a board member or executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. Accordingly, set forth below is a summary of the experiences, qualifications, attributes and skills that led to the conclusion, as of the date of this document, that each Board Member should serve in that capacity. References to the experiences, qualifications, attributes and skills of Board Members are pursuant to requirements of the Securities and Exchange Commission (“SEC”), do not constitute holding out the Board or any Board Member as having any special expertise or experience and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

Jack B. Evans

Mr. Evans has served as Chairman since 2019 and President (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 1998 to 2003 as well as a Director of Alliant Energy from 2000 to 2004 and President Pro Tem of the Board of Regents for the State of Iowa University System from 2000 to 2004. Mr. Evans is Chairman of the Board (since 2009) of United Fire Group, a Life Trustee of Coe College and formerly served as a Director and Public Member of the American Board of Orthopaedic Surgery from 2015 to 2020 and served on the Board of The Gazette Company from 1996 to 2015. He has a Bachelor of Arts from Coe College and an M.B.A. from the University of Iowa. Mr. Evans joined the Board in 1999.

William C. Hunter

Dr. Hunter became Dean Emeritus of the Henry B. Tippie College of Business at the University of Iowa in 2012, after having served as Dean of the College since July 2006. He had been Dean and Distinguished Professor of Finance at the University of Connecticut School of Business from 2003 to 2006. From 1995 to 2003, he was the Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago. He has held faculty positions at Emory University, Atlanta University, the University of Georgia and Northwestern University. He has consulted with numerous foreign central banks and official agencies in Europe, Asia, Central America and South America. He has been a Director of Wellmark, Inc. since 2009. He is a past Director (2005-2015) and a past President (2010-2014) of Beta Gamma Sigma, Inc., The International Business Honor Society and a past Director (2004-2018) of the Xerox Corporation. Dr. Hunter received his PhD (1978) and MBA (1970) from Northwestern University and his BS from Hampton University (1970). Dr. Hunter joined the Board in 2004.

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

 

28


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 currently on the Board of Directors of Core12, LLC. (since 2008), a private firm which develops branding, marketing, and communications strategies for clients. Mr. Nelson has extensive experience in global banking and markets, having served in several senior executive positions with ABN AMRO Holdings N.V. and its affiliated entities and predecessors, including LaSalle Bank Corporation from 1996 to 2008, ultimately serving as Chief Executive Officer of ABN AMRO N.V., North America. During his tenure at the bank, he also served as Global Head of its Financial Markets Division, which encompassed the bank’s Currency, Commodity, Fixed Income, Emerging Markets, and Derivatives businesses. He was a member of the Foreign Exchange Committee of the Federal Reserve Bank of the United States and during his tenure with ABN AMRO served as the bank’s representative on various committees of The Bank of Canada, European Central Bank, and The Bank of England. Mr. Nelson previously served as a senior, external advisor to the financial services practice of Deloitte Consulting LLP (2012-2014). At Fordham University, he served as a director of The President’s Council (2010- 2019) and previously served as a director of The Curran Center for Catholic American Studies (2009-2018). He served as a trustee (2010-2014) and Chairman of The Board of Trustees (2011-2014) of Marian University. Mr. Nelson is a graduate of Fordham University and holds a BA in Economics (1984) and an MBA in Finance (1991). Mr. Nelson joined the Board in 2013.

Judith M. Stockdale

Ms. Stockdale retired at the end of 2012 as Executive Director of the Gaylord and Dorothy Donnelley Foundation, a private foundation working in land conservation and artistic vitality in the Chicago region and the Low Country of South Carolina. She is currently a board member of the Land Trust Alliance (since 2013). Her previous positions include Executive Director of the Great Lakes Protection Fund, Executive Director of Openlands, and Senior Staff Associate at the Chicago Community Trust. She has served on the Advisory Council of the National Zoological Park, the Governor’s Science Advisory Council (Illinois) and the Nancy Ryerson Ranney Leadership Grants Program. She has served on the Boards of Brushwood Center, Forefront f/k/a Donors Forum and the U.S. Endowment for Forestry and Communities. Ms. Stockdale, a

 

29


native of the United Kingdom, has a Bachelor of Science degree in geography from the University of Durham (UK) and a Master of Forest Science degree from Yale University. Ms. Stockdale joined the Board in 1997.

Carole E. Stone

Ms. Stone recently retired from the Board of Directors of Cboe Global Markets, Inc. (formerly, CBOE Holdings, Inc.) having served from 2010-2020. She previously served on the Boards of the Chicago Board Options Exchange and C2 Options Exchange, Incorporated. Ms. Stone retired from the New York State Division of the Budget in 2004, having served as its Director for nearly five years and as Deputy Director from 1995 through 1999. She has also served as the Chair of the New York Racing Association Oversight Board, as a Commissioner on the New York State Commission on Public Authority Reform and as a member of the boards of directors of several New York State public authorities. Ms. Stone has a Bachelor of Arts in Business Administration from Skidmore College. Ms. Stone joined the Board in 2007.

Matthew Thornton III

Mr. Thornton has over 40 years of broad leadership and operating experience from his career with FedEx Corporation (“FedEx”), which, through its portfolio of companies, provides transportation, e-commerce and business services. In November 2019, Mr. Thornton retired as Executive Vice President and Chief Operating Officer of FedEx Freight Corporation (FedEx Freight), a subsidiary of FedEx, where, from May 2018 until his retirement, he had been responsible for day-to-day operations, strategic guidance, modernization of freight operations and delivering innovative customer solutions. From September 2006 to May 2018, Mr. Thornton served as Senior Vice President, U.S. Operations at Federal Express Corporation (FedEx Express), a subsidiary of FedEx. Prior to September 2006, Mr. Thornton held a range of positions of increasing responsibility with FedEx, including various management positions. In addition, Mr. Thornton currently (since 2014) serves on the Board of Directors of The Sherwin-Williams Company, where he is a member of the Audit Committee and the Nominating and Corporate Governance Committee, and the Board of Directors of Crown Castle International (since 2020), where he is a member of the Strategy Committee and the Compensation Committee. Formerly (2012-2018), he was a member of the Board of Directors of Safe Kids Worldwide®, a non-profit organization dedicated to the prevention of childhood injuries. Mr. Thornton is a member (since 2014) of the Executive Leadership Council (ELC), the nation’s premier organization of global black senior executives. He is also a member of the National 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 Board’s independent Chair, was a Co-Founding Partner of Promus Capital (2008 to 2017). From 2010 to 2019, he was a Director of Fulcrum IT Services, LLC and from 2008 to 2013, he served as a Director of Legal & General Investment Management America, Inc. From

 

30


2004 to 2007, he was Chief Executive Officer and President of Northern Trust Global Investments, and Executive Vice President of Quantitative Management & Securities Lending from 2000 to 2004. He also formerly served on the Board of the Northern Trust Mutual Funds. He joined Northern Trust in 1994 after serving as Managing Director and Head of Global Securities Lending at Bankers Trust (1986 to 1994) and Head of Government Trading and Cash Collateral Investment at Northern Trust from 1982 to 1986. He currently serves on the Boards of Quality Control Corporation (since 2012) and Catalyst Schools of Chicago (since 2008). He is on the Mather Foundation Board (since 2012) and is Chair of its Investment Committee. Mr. Toth graduated with a Bachelor of Science degree from the University of Illinois, and received his MBA from New York University. In 2005, he graduated from the CEO Perspectives Program at Northwestern University. Mr. Toth joined the Board in 2008.

Margaret L. Wolff

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

Robert L. Young

Mr. Young has more than 30 years of experience in the investment management industry. From 1997 to 2017, he held various positions with J.P. Morgan Investment Management Inc. (“J.P. Morgan Investment”) and its affiliates (collectively, “J.P. Morgan”). Most recently, he served as Chief Operating Officer and Director of J.P. Morgan Investment (from 2010 to 2016) and as President and Principal Executive Officer of the J.P. Morgan Funds (from 2013 to 2016). As Chief Operating Officer of J.P. Morgan Investment, Mr. Young led service, administration and business platform support activities for J.P. Morgan’s domestic retail mutual fund and institutional commingled and separate account businesses, and co-led these activities for J.P. Morgan’s global retail and institutional investment management businesses. As President of the J.P. Morgan Funds, Mr. Young interacted with various service providers to these funds, facilitated the relationship between such funds and their boards, and was directly involved in establishing board agendas, addressing regulatory matters, and establishing policies and procedures. Before joining J.P. Morgan, Mr. Young, a former Certified Public Accountant (CPA), was a Senior Manager (Audit) with Deloitte & Touche LLP (formerly, Touche Ross LLP), where he was employed from 1985 to 1996. During his tenure there, he actively participated in creating, and ultimately led, the firm’s midwestern mutual fund practice. Mr. Young holds a

 

31


Bachelor of Business Administration degree in Accounting from the University of Dayton and, from 2008 to 2011, he served on the Investment Committee of its Board of Trustees. Mr. Young joined the Board in 2017.

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

The Officers

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

 

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

David J. Lamb

333 West Wacker Drive

Chicago, IL 60606

1963

  Chief Administrative Officer  

Term: Annual

 

Length of Service: Since 2015

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

Mark J. Czarniecki

901 Marquette Avenue

Minneapolis, MN 55402

1979

  Vice President and Assistant Secretary  

Term: Annual

 

Length of Service: Since 2013

  Vice President and Assistant Secretary of Nuveen Securities, LLC (since 2016) and Nuveen Fund Advisors, LLC (since 2017); Vice President, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2018); Vice President and Associate General Counsel of Nuveen, LLC (since 2013).

Diana R. Gonzalez

333 West Wacker Drive

Chicago, IL 60606

1978

  Vice President and Assistant Secretary  

Term: Annual

 

Length of Service: Since 2017

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

Nathaniel T. Jones

333 West Wacker Drive

Chicago, IL 60606

1979

  Vice President and Treasurer  

Term: Annual

 

Length of Service: Since 2016

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

 

32


       
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)

Tina M. Lazar

333 West Wacker Drive

Chicago, IL 60606

1961

  Vice President  

Term: Annual

 

Length of Service: Since 2002

  Managing Director (since 2017), formerly, Senior Vice President (2014-2017) of Nuveen Securities, LLC.

Brian J. Lockhart

333 West Wacker Drive

Chicago, IL 60606

1974

  Vice President  

Term: Annual

 

Length of Service: Since 2019

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

Jacques M. Longerstaey

8500 Andrew Carnegie Blvd.

Charlotte, NC 28262

1963

  Vice President  

Term: Annual

 

Length of Service: Since 2019

  Senior Managing Director, Chief Risk Officer, Nuveen, LLC (since May 2019); Senior Managing Director (since May 2019) of Nuveen Fund Advisors, LLC; formerly, Chief Investment and Model Risk Officer, Wealth & Investment Management Division, Wells Fargo Bank (NA) (2013-2019).

 

33


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

Kevin J. McCarthy

333 West Wacker Drive

Chicago, IL 60606

1966

  Vice President and Assistant Secretary  

Term: Annual

 

Length of Service: Since 2007

  Senior Managing Director (since 2017) and Secretary and General Counsel (since 2016) of Nuveen Investments, Inc., formerly, Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2008-2016); Senior Managing Director (since 2017) and Assistant Secretary (since 2008) of Nuveen Securities, LLC, formerly Executive Vice President (2016-2017) and Managing Director (2008-2016); Senior Managing Director (since 2017), Secretary (since 2016) of Nuveen Fund Advisors, LLC, formerly, Co-General Counsel (2011-2020), Executive Vice President (2016-2017), Managing Director (2008-2016) and Assistant Secretary (2007-2016); Senior Managing Director (since 2017), Secretary (since 2016) of Nuveen Asset Management, LLC, formerly Associate General Counsel (2011-2020), Executive Vice President (2016-2017) and Managing Director and Assistant Secretary (2011- 2016); Vice President (since 2007) and Secretary (since 2016), (formerly, Assistant Secretary) of NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC and Winslow Capital Management, LLC (since 2010); Senior Managing Director (since 2017) and Secretary (since 2016) of Nuveen Alternative Investments, LLC.

Jon Scott Meissner

8500 Andrew Carnegie Blvd.

Charlotte, NC 28262

1973

  Vice President and Assistant Secretary  

Term: Annual

 

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.

 

34


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

Deann D. Morgan

730 Third Avenue

New York, NY 10017

1969

  Vice President  

Term: Annual

 

Length of Service: Since 2020

  President of Nuveen Fund Advisors, LLC (since 2020); Executive Vice President, Global Head of Product of Nuveen, LLC (since November 2019); Co-Chief Executive Officer of Nuveen Securities, LLC (since 2020); Managing Member of MDR Collaboratory LLC (since 2018); Managing Director, Head of Wealth Management Product Structuring & COO Multi Asset Investing of The Blackstone Group (2013-2017).

Christopher M. Rohrbacher

333 West Wacker Drive

Chicago, IL 60606

1971

  Vice President and Assistant Secretary  

Term: Annual

 

Length of Service: Since 2008

  Managing Director (since 2017), General Counsel (since 2020) and Assistant Secretary (since 2016), formerly, Senior Vice President (2016-2017), of Nuveen Fund Advisors, LLC; Managing Director (since 2017) of Nuveen Securities LLC; Managing Director, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2020); Managing Director (since 2017), and Associate General Counsel (since 2016), formerly, Senior Vice President (2012-2017) and Assistant General Counsel (2008-2016) of Nuveen, LLC.

William A. Siffermann

333 West Wacker Drive

Chicago, IL 60606

1975

  Vice President  

Term: Annual

 

Length of Service: Since 2017

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

E. Scott Wickerham

8500 Andrew Carnegie Blvd.

Charlotte, NC 28262

1973

  Vice President and Controller  

Term: Annual

 

Length of Service: Since 2019

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

 

35


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

Mark L. Winget

333 West Wacker Drive

Chicago, IL 60606

1968

  Vice President and Secretary  

Term: Annual

 

Length of Service: Since 2008

  Vice President and Assistant Secretary of Nuveen Securities, LLC (since 2008); Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC (since 2019); Vice President, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2020); Vice President (since 2010) and Associate General Counsel (since 2019), formerly, Assistant General Counsel (2008-2016) of Nuveen, LLC.

Gifford R. Zimmerman

333 West Wacker Drive

Chicago, IL 60606

1956

  Chief Compliance Officer and Vice President  

Term: Annual

 

Length of Service: Since 1988

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

 

(1) 

Length of Time Served indicates the year the individual became an officer of a fund in the Nuveen fund complex.

(2) 

Information as of January 31, 2021.

Audit Committee Report

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

 

36


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 provided in the Audit Committee Charter, it is not the Audit Committee’s responsibility to determine, and the considerations and discussions referenced above do not ensure, that each Fund’s financial statements are complete and accurate and presented in accordance with generally accepted accounting principles.

Based on the Audit Committee’s review and discussions with management and the independent registered public accounting firm, the representations of management and the report of the independent registered public accounting firm to the Audit Committee, the Audit Committee has recommended that the audited financial statements be included in each Fund’s Annual Report.

The current members of the Audit Committee are:

Jack B. Evans

William C. Hunter

Albin F. Moschner

John K. Nelson

Judith M. Stockdale

Carole E. Stone, Chair

 

37


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

 

     Audit Fees(1)      Audit Related Fees(2)      Tax Fees(3)      All Other Fees(4)  
     Fund      Fund      Adviser and
Adviser Entities
     Fund      Adviser and
Adviser Entities
     Fund      Adviser and
Adviser Entities
 
      Fiscal
Year
Ended
2019
     Fiscal
Year
Ended
2020
     Fiscal
Year
Ended
2019
     Fiscal
Year
Ended
2020
     Fiscal
Year
Ended
2019
     Fiscal
Year
Ended
2020
     Fiscal
Year
Ended
2019
     Fiscal
Year
Ended
2020
     Fiscal
Year
Ended
2019
     Fiscal
Year
Ended
2020
     Fiscal
Year
Ended
2019
     Fiscal
Year
Ended
2020
     Fiscal
Year
Ended
2019
     Fiscal
Year
Ended
2020
 

Core Equity Alpha

   $ 34,360      $ 34,935      $ 16,500      $ 0      $ 0      $ 0      $ 0      $ 4,720      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0  

Corporate Income 2023

     32,270        32,910        10,000        0        0        0        0        0        0        0        0        0        0        0  

Corporate Income 2021

     32,270        32,910        0        0        0        0        0        0        0        0        0        0        0        0  

Credit Opportunities 2022

     31,340        31,960        0        0        0        0        0        0        0        0        0        0        0        0  

Credit Strategies

     34,470        41,150        0        0        0        0        0        0        0        0        0        0        0        0  

Diversified Dividend

     37,770        38,520        0        0        0        0        0        0        0        0        0        0        0        0  

Dow Dynamic Overwrite

     36,110        36,240        6,500        0        0        0        0        4,720        0        0        0        0        0        0  

Emerging Markets Debt

     34,420        35,100        0        0        0        0        0        0        0        0        0        0        0        0  

Floating Rate Income

     34,470        41,150        5,000        0        0        0        0        0        0        0        0        0        0        0  

Floating Rate Opportunity

     34,470        41,150        5,000        0        0        0        0        0        0        0        0        0        0        0  

Georgia Municipal

     24,610        25,090        0        0        0        0        0        0        0        0        0        0        0        0  

Intermediate Duration

     24,610        25,090        0        0        0        0        0        0        0        0        0        0        0        0  

Intermediate Duration Quality

     27,900        28,450        0        0        0        0        0        0        0        0        0        0        0        0  

Maryland Municipal

     24,610        25,090        0        0        0        0        0        0        0        0        0        0        0        0  

Minnesota Municipal

     24,610        25,090        5,500        0        0        0        0        0        0        0        0        0        0        0  

Missouri Municipal

     24,610        25,090        0        0        0        0        0        0        0        0        0        0        0        0  

Mortgage & Income

     54,290        53,905        0        0        0        0        100,022        112,140        0        0        0        0        0        0  

Multi-Market Income

     35,570        36,270        0        0        0        0        0        0        0        0        0        0        0        0  

Municipal Credit Opportunities

     17,727        31,960        0        10,000        0        0        0        0        0        0        0        0        0        0  

NASDAQ Dynamic Overwrite

     34,420        34,740        3,500        5,500        0        0        0        4,720        0        0        0        0        0        0  

Preferred & Income Opportunities

     27,900        28,450        0        0        0        0        0        0        0        0        0        0        0        0  

Preferred & Income Securities

     27,900        28,450        0        0        0        0        0        0        0        0        0        0        0        0  

Preferred & Income Term

     27,900        28,450        0        0        0        0        0        0        0        0        0        0        0        0  

 

38


     Audit Fees(1)      Audit Related Fees(2)      Tax Fees(3)      All Other Fees(4)  
     Fund      Fund      Adviser and
Adviser Entities
     Fund      Adviser and
Adviser Entities
     Fund      Adviser and
Adviser Entities
 
      Fiscal
Year
Ended
2019
     Fiscal
Year
Ended
2020
     Fiscal
Year
Ended
2019
     Fiscal
Year
Ended
2020
     Fiscal
Year
Ended
2019
     Fiscal
Year
Ended
2020
     Fiscal
Year
Ended
2019
     Fiscal
Year
Ended
2020
     Fiscal
Year
Ended
2019
     Fiscal
Year
Ended
2020
     Fiscal
Year
Ended
2019
     Fiscal
Year
Ended
2020
     Fiscal
Year
Ended
2019
     Fiscal
Year
Ended
2020
 

Preferred & Income 2022

   $ 26,200      $ 26,710      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0  

Real Asset

     27,900        28,450        0        0        0        0        0        0        0        0        0        0        0        0  

Real Estate Income

     27,900        28,450        0        0        0        0        0        0        0        0        0        0        0        0  

S&P Buy-Write

     36,600        36,185        6,500        0        0        0        0        4,720        0        0        0        0        0        0  

S&P Dynamic Overwrite

     31,990        32,505        3,500        0        0        0        0        4,720        0        0        0        0        0        0  

Senior Income

     34,470        41,150        0        0        0        0        0        0        0        0        0        0        0        0  

Short Duration

     31,190        31,800        0        20,000        0        0        0        0        0        0        0        0        0        0  

Tax-Advantaged Dividend

     27,900        28,450        0        0        0        0        0        0        0        0        0        0        0        0  

Tax-Advantaged Return

     31,190        31,800        0        0        0        0        0        0        0        0        0        0        0        0  

Virginia Municipal

     24,610        25,090        0        0        0        0        0        0        0        0        0        0        0        0  

 

(1)

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

 

(2)

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

 

(3)

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

 

(4)

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

 

39


      Total Non-Audit Fees
Billed  to Fund
     Total Non-Audit Fees
Billed  to Advisers and
Adviser Entities
(Engagements Related
Directly to the Operations
and Financial Reporting
of Fund)
     Total Non-Audit Fees
Billed  to Advisers and
Adviser Entities
(All Other Engagements)
     Total  
      Fiscal Year
Ended 2019
     Fiscal Year
Ended 2020
     Fiscal Year
Ended 2019
     Fiscal Year
Ended 2020
     Fiscal Year
Ended 2019
     Fiscal Year
Ended 2020
     Fiscal Year
Ended 2019
     Fiscal Year
Ended 2020
 

Core Equity Alpha

   $ 0      $ 4,720      $ 0      $ 0      $ 0      $ 0      $ 0      $ 4,720  

Corporate Income 2023

     0        0        0        0        0        0        0        0  

Corporate Income 2021

     0        0        0        0        0        0        0        0  

Credit Opportunities 2022

     0        0        0        0        0        0        0        0  

Credit Strategies

     0        0        0        0        0        0        0        0  

Diversified Dividend

     0        0        0        0        0        0        0        0  

Dow Dynamic Overwrite

     0        4,720        0        0        0        0        0        4,720  

Emerging Markets Debt

     0        0        0        0        0        0        0        0  

Floating Rate Income

     0        0        0        0        0        0        0        0  

Floating Rate Opportunity

     0        0        0        0        0        0        0        0  

Georgia Municipal

     0        0        0        0        0        0        0        0  

Intermediate Duration

     0        0        0        0        0        0        0        0  

Intermediate Duration Quality

     0        0        0        0        0        0        0        0  

Maryland Municipal

     0        0        0        0        0        0        0        0  

Minnesota Municipal

     0        0        0        0        0        0        0        0  

Missouri Municipal

     0        0        0        0        0        0        0        0  

Mortgage & Income

     100,022        112,140        0        0        0        0        100,022        112,140  

Multi-Market Income

     0        0        0        0        0        0        0        0  

Municipal Credit Opportunities

     0        0        0        0        0        0        0        0  

NASDAQ Dynamic Overwrite

     0        4,720        0        0        0        0        0        4,720  

Preferred & Income Opportunities

     0        0        0        0        0        0        0        0  

Preferred & Income Securities

     0        0        0        0        0        0        0        0  

Preferred & Income Term

     0        0        0        0        0        0        0        0  

Preferred & Income 2022

     0        0        0        0        0        0        0        0  

Real Asset

     0        0        0        0        0        0        0        0  

Real Estate Income

     0        0        0        0        0        0        0        0  

S&P Buy-Write

     0        4,720        0        0        0        0        0        4,720  

S&P Dynamic Overwrite

     0        4,720        0        0        0        0        0        4,720  

Senior Income

     0        0        0        0        0        0        0        0  

 

40


      Total Non-Audit Fees
Billed  to Fund
     Total Non-Audit Fees
Billed  to Advisers and
Adviser Entities
(Engagements Related
Directly to the Operations
and Financial Reporting
of Fund)
     Total Non-Audit Fees
Billed  to Advisers and
Adviser Entities
(All Other Engagements)
     Total  
      Fiscal Year
Ended 2019
     Fiscal Year
Ended 2020
     Fiscal Year
Ended 2019
     Fiscal Year
Ended 2020
     Fiscal Year
Ended 2019
     Fiscal Year
Ended 2020
     Fiscal Year
Ended 2019
     Fiscal Year
Ended 2020
 

Short Duration

   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0  

Tax-Advantaged Dividend

     0        0        0        0        0        0        0        0  

Tax-Advantaged Return

     0        0        0        0        0        0        0        0  

Virginia Municipal

     0        0        0        0        0        0        0        0  

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.

 

41


Additional Information

Appointment of the Independent Registered Public Accounting Firm

The Board of each Fund, except Core Equity Alpha, Dow Dynamic Overwrite, 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, Dow Dynamic Overwrite, 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.

Principal Shareholders

As of January 29, 2021, 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 2022 annual meeting of shareholders for the Funds, shareholder proposals submitted pursuant to Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later than November 8, 2021. Timely submission of a proposal does not mean that such proposal will be included in a proxy statement. A shareholder wishing to provide notice in the manner prescribed by Rule 14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 for the annual meeting must, pursuant to each Fund’s By-Laws, submit such written notice to the Fund no earlier than December 8, 2021 and no later than December 23, 2021.

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

 

42


proposed. A shareholder wishing to present a proposal of business or nomination is encouraged to carefully review the applicable Fund’s By-Laws.

Shareholder Communications

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

Expenses of Proxy Solicitation

The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement and all other costs in connection with the solicitation of proxies will be paid by the Funds pro rata based on the number of shareholder accounts. Additional solicitation may be made by letter or telephone by officers or employees of Nuveen or the Adviser, or by dealers and their representatives. Any additional costs of solicitation will be paid by the Fund that requires additional solicitation.

Fiscal Year

The last fiscal year end for Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Maryland Municipal, Minnesota Municipal, Missouri Municipal and Virginia Municipal was May 31, 2020. The last fiscal year end for Multi-Market Income was June 30, 2020. The last fiscal year end for Credit Strategies, Floating Rate Income, Floating Rate Opportunity, Preferred & Income Opportunities, Preferred & Income Securities, Preferred & Income Term, Senior Income and Short Duration was July 31, 2020. The last fiscal year end for Municipal Credit Opportunities was October 31, 2020. The last fiscal year end for Core Equity Alpha, Credit Opportunities 2022, Diversified Dividend, Dow Dynamic Overwrite, Emerging Markets Debt, Corporate Income 2023, Corporate Income 2021, Mortgage & Income, NASDAQ Dynamic Overwrite, Preferred & Income 2022, Real Asset, Real Estate Income, S&P Buy-Write, S&P Dynamic Overwrite, Tax-Advantaged Dividend and Tax-Advantaged Return was December 31, 2020.

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

 

43


contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with a Fund, you can inform the Fund that you wish to receive paper copies of your shareholder reports by writing to the Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787. Your election to receive shareholder reports in paper will apply to all Nuveen funds if you invest directly with the Fund or to all funds held in your account if you invest through your financial intermediary.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on April 6, 2021:

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

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

Additional Information About the Solicitation

On January 14, 2021, the Board of certain Nuveen Closed-End Funds, including Floating Rate Income, Floating Rate Opportunity, Short Duration and Senior Income received a shareholder demand letter from Saba Capital CEF Opportunities 1, Ltd. and Saba Capital Management, L.P. (collectively, “Saba”) demanding that each such Fund rescind the Fund’s by-law provisions pursuant to which, in summary, a shareholder who obtains beneficial ownership of common shares in a control share acquisition shall have the same voting rights as other common shareholders only to the extent authorized by shareholders (the “Control Share By-Law”) and commence judicial action against the Board Members to ensure that the Control Share By-Law is withdrawn. Also on January 14, 2021, Saba filed a civil complaint in the U.S. District Court for the Southern District of New York against certain Nuveen Closed-End Funds, including Floating Rate Income, Floating Rate Opportunity, Short Duration and Senior Income, and the Board Members, seeking a declaration that the Control Share By-Law violates the 1940 Act, rescission of the Control Share By-Law and a permanent injunction against applying the Control Share By-Law.

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.

 

44


A list of shareholders entitled to be present and to vote at each Annual Meeting will be available beginning ten days prior to the date of the Annual Meeting for inspection by any shareholder for any legally valid purpose related to the Annual Meetings. Shareholders interested in inspecting the list of shareholders for their respective Fund(s) should contact (800) 257-8787 for additional information. To email the Fund(s), please visit www.nuveen.com/contact-us.

Failure of a quorum to be present at any Annual Meeting will necessitate adjournment and will subject that Fund to additional expense. Under each Fund’s By-Laws, the Annual Meeting, whether or not a quorum is present, may, by announcement of the person appointed to serve as chair of the meeting, be adjourned with respect to one or more or all matters to be considered at the meeting from time to time to a designated time and place. The 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 4, 2021

 

45


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, 2020. 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
  Corporate
Income 2023
  Corporate
Income 2021
  Credit
Opportunities
2022
  Credit
Strategies
  Diversified
Dividend
  Dow
Dynamic
Overwrite
  Emerging
Markets
Debt

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
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   $10,001-$50,000   $10,001-$50,000   $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   Floating Rate
Income
  Floating Rate
Opportunity
  Georgia
Municipal
  Intermediate
Duration
  Intermediate
Duration Quality
  Maryland
Municipal
  Minnesota
Municipal
  Missouri
Municipal

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

Jack B. Evans   $0   $10,001-$50,000   $0   $0   $0   $0   $0   $0
William C. Hunter   $0   $0   $0   $0   $0   $0   $0   $0
Albin F. Moschner   Over $100,000   $10,001-$50,000   $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   Mortgage &
Income
  Multi-Market
Income
  Municipal
Credit
Opportunities
  NASDAQ
Dynamic
Overwrite
  Preferred &
Income
Opportunities
  Preferred &
Income
Securities
  Preferred &
Income
Term
  Preferred &
Income
2022
  Real
Asset

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

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

 

Dollar Range of Equity Securities
Board Members/Nominees   Real
Estate
Income
  S&P
Buy-Write
  S&P
Dynamic
Overwrite
  Senior
Income
  Short
Duration
  Tax-
Advantaged
Dividend
  Tax-
Advantaged
Return
  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
Albin F. Moschner   $0   $0   $0   $0   $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   $0
Terence J. Toth   $0   $0   $0   $0   $10,001-$50,000   $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.

 

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, 2020. The information as to beneficial ownership is based on statements furnished by each Board Member/nominee and officer.

 

Fund Shares Owned by Board Members and Officers(1)
Board Members/Nominees   Core Equity
Alpha
  Corporate
Income 2023
  Corporate
Income 2021
  Credit
Opportunities
2022
  Credit
Strategies
  Diversified
Dividend
  Dow
Dynamic
Overwrite
  Emerging
Markets Debt

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
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   2,204   2,267   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   59   0   0   0   2,737   3,504   1,000   5,587

 

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

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

Jack B. Evans   0   4,225   0   0   0   0   0   0
William C. Hunter   0   0   0   0   0   0   0   0
Albin F. Moschner   36,243   3,956   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   42,218   15,394   0   28,397   4,686   0   0   0

 

A-3


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

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

Jack B. Evans   0   0   0   0   0   5,539   1,000   0   0
William C. Hunter   0   0   0   0   0   0   0   0   0
Albin F. Moschner   0   0   0   0   0   0   0   0   0
John K. Nelson   0   0   0   0   0   0   0   0   0
Judith M. Stockdale   0   0   0   0   0   0   0   0   0
Carole E. Stone   0   0   0   0   0   0   0   0   0
Matthew Thornton III   0   0   0   0   0   0   0   0   0
Terence J. Toth   0   0   0   0   0   0   0   0   0
Margaret L. Wolff   0   0   0   0   0   0   0   0   0
Robert L. Young   0   0   0   0   0   0   0   0   0
All Board Members/Nominees and Officers as a Group   58   0   0   0   1,243   5,539   1,000   0   4,746

 

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

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

Jack B. Evans   0   1,468   0   0   2,750   0   0   0
William C. Hunter   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   2,550   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   254   7,240   0   520   5,750   0   0   0

 

(1)

The numbers include share equivalents of certain Nuveen funds in which the Board Member/nominee is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described in the Joint Proxy Statement.

 

A-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 29, 2021*:

 

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

Core Equity Alpha
— Common Shares

  Advisors Asset Management, Inc.
18925 Base Camp Road
Monument, Colorado 80132
    837,142       5.22
  First Trust Portfolios L.P.(a)
First Trust Advisors L.P.(a)
The Charger Corporation(a)
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
    2,819,762       17.59

Corporate Income 2023
— Common Shares

  Morgan Stanley(b)
Morgan Stanley Smith Barney LLC(b)
1585 Broadway
New York, New York 10036
    594,947       7.60

Corporate Income 2021
— Common Shares

  Morgan Stanley(b)
Morgan Stanley Smith Barney LLC(b)
1585 Broadway
New York, New York 10036
    4,590,409       8.20

Credit Opportunities 2022
— Common Shares

  Morgan Stanley(b)
Morgan Stanley Smith Barney LLC(b)
1585 Broadway
New York, New York 10036
    2,048,871       7.40

Diversified Dividend
— Common Shares

 

Saba Capital Management, L.P.(c)

Boaz R. Weinstein(c)

405 Lexington Avenue, 58th Floor

New York, New York 10174

    1,556,926       7.90

Emerging Markets Debt
— Common Shares

  Morgan Stanley(b)
Morgan Stanley Smith Barney LLC(b)
1585 Broadway
New York, New York 10036
    720,413       5.10

Floating Rate Income
— Common Shares

 

Saba Capital Management, L.P.(c)

Boaz R. Weinstein(c)

405 Lexington Avenue, 58th Floor

New York, New York 10174

    6,681,845       11.70

Floating Rate Opportunity
— Common Shares

 

Saba Capital Management, L.P.(c)

Boaz R. Weinstein(c)

405 Lexington Avenue, 58th Floor

New York, New York 10174

    4,150,227       10.20

Georgia Municipal
— AMTP Shares (Series 2028)

 

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

 

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

    585       100.00

 

B-1


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

Intermediate Duration
— AMTP Shares (Series 2023)

 

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

 

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

    1,750       100.00

Intermediate Duration Quality
— Common Shares

 

Relative Value Partners Group, LLC

1033 Skokie Boulevard, Suite 470

Northbrook, Illinois 60062

    755,545       5.76

Intermediate Duration Quality
— AMTP Shares (Series 2023)

 

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

 

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

    550       100.00

Maryland Municipal
— AMTP Shares (Series 2028)

 

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

 

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

    1,820       100.00

Minnessota Municipal
— AMTP Shares (Series 2028)

 

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

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