UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

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☐   Preliminary Proxy Statement.
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☒   Definitive Proxy Statement.
☐   Definitive Additional Materials.
☐   Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

Nuveen AMT-Free Municipal Value Fund (NUW)
(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

August 9, 2023

   

333 West Wacker Drive

Chicago, Illinois 60606

(800) 257-8787

 

June 30, 2023

Nuveen AMT-Free Municipal Credit Income Fund (NVG)

Nuveen AMT-Free Municipal Value Fund (NUW)

Nuveen AMT-Free Quality Municipal Income Fund (NEA)

Nuveen California Select Tax-Free Income Portfolio (NXC)

Nuveen Dynamic Municipal Opportunities Fund (NDMO)

Nuveen Municipal Credit Income Fund (NZF)

Nuveen Municipal High Income Opportunity Fund (NMZ)

Nuveen Municipal Income Fund, Inc. (NMI)

Nuveen Municipal Value Fund, Inc. (NUV)

Nuveen New York AMT-Free Quality Municipal Income Fund (NRK)

Nuveen New York Municipal Value Fund (NNY)

Nuveen New York Quality Municipal Income Fund (NAN)

Nuveen New York Select Tax-Free Income Portfolio (NXN)

Nuveen Quality Municipal Income Fund (NAD)

Nuveen Select Maturities Municipal Fund (NIM)

Nuveen Select Tax-Free Income Portfolio (NXP)

Nuveen Taxable Municipal Income Fund (NBB)

To the Shareholders of the Above Funds:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen AMT-Free Municipal Credit Income Fund (“AMT-Free Credit Income”), Nuveen AMT-Free Municipal Value Fund (“AMT-Free Value”), Nuveen AMT-Free Quality Municipal Income Fund (“AMT-Free Quality Income”), Nuveen California Select Tax-Free Income Portfolio (“California Select”), Nuveen Dynamic Municipal Opportunities Fund (“Dynamic Municipal”), Nuveen Municipal Credit Income Fund (“Credit Income”), Nuveen Municipal High Income Opportunity Fund (“Municipal High Income”), Nuveen New York AMT-Free Quality Municipal Income Fund (“New York AMT-Free”), Nuveen New York Municipal Value Fund (“New York Value”), Nuveen New York Quality Municipal Income Fund (“New York Quality Income”), Nuveen New York Select Tax-Free Income Portfolio (“New York Select”), Nuveen Quality Municipal Income Fund (“Quality Income”), Nuveen Select Maturities Municipal Fund (“Select Maturities”), Nuveen Select Tax-Free Income Portfolio (“Select Tax-Free”) and Nuveen Taxable Municipal Income Fund (“Taxable Income”), each a Massachusetts business trust (each, a “Massachusetts Fund” and collectively, the “Massachusetts Funds”), and Nuveen Municipal Income Fund, Inc. (“Municipal Income”) and Nuveen Municipal Value Fund, Inc. (“Municipal Value”), each a Minnesota corporation (each, a “Minnesota Fund” and collectively, the “Minnesota Funds”) (the Massachusetts Funds and Minnesota Funds are each a “Fund” and collectively, the

“Funds”), will be held on Wednesday, August 9, 2023, at 8:30 a.m., Eastern time (for each Fund, an “Annual Meeting” and collectively, the “Annual Meetings”), for the following purposes and to transact such other business, if any, as may properly come before the Annual Meeting.

We will be hosting this year’s Annual Meeting as a completely virtual meeting of shareholders, which will be conducted online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetnow.global/M6HGXQA at the meeting date and time described in the accompanying Joint Proxy Statement. If your shares are registered in your name, to participate in the Annual Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. If your shares are held through an intermediary, you will need to register for the Annual Meeting at least three (3) business days prior to the Annual Meeting. Instructions for registering are set forth in the enclosed Joint Proxy Statement. There is no physical location for the Annual Meeting.

Matters to Be Voted on by Shareholders:

 

1.

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

 

  a.

For Municipal Income, to elect one (1) Class III Board Member and three (3) Class I Board Members.

 

  b.

For Municipal Value and each Massachusetts Fund (except AMT-Free Credit Income, AMT-Free Quality Income, Dynamic Municipal, Credit Income, Municipal High Income, New York AMT-Free, New York Quality Income and Quality Income), to elect one (1) Class I Board Member and three (3) Class II Board Members.

 

  c.

For AMT-Free Credit Income, AMT-Free Quality Income, Dynamic Municipal, Credit Income, Municipal High Income, New York AMT-Free, New York Quality Income and Quality Income, to elect six (6) Board Members.

 

  i)

one (1) Class I Board Member and three (3) Class II Board Members to be elected by the holders of Common Shares and Preferred Shares, voting together as a single class; and

 

  ii)

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

 

2.

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

Shareholders of record at the close of business on June 12, 2023 are entitled to notice of and to vote at the Annual Meeting.

While all shareholders are cordially invited to attend the virtual Annual Meeting, we encourage you to vote your shares promptly, whether or not you plan to attend the virtual Annual Meeting in order to avoid delay and additional expense and to assure that your shares are represented. You may vote by mail, telephone or over the Internet. To vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if mailed in the United States. To vote by telephone, please

call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote over the Internet, go to the Internet address provided on your proxy card and follow the instructions, using your proxy card as a guide.

Mark L. Winget

Vice President and Secretary

 

Joint Proxy Statement   

333 West Wacker Drive

Chicago, Illinois 60606

(800) 257-8787

June 30, 2023

This Joint Proxy Statement is first being mailed to shareholders on or about July 6, 2023.

Nuveen AMT-Free Municipal Credit Income Fund (NVG)

Nuveen AMT-Free Municipal Value Fund (NUW)

Nuveen AMT-Free Quality Municipal Income Fund (NEA)

Nuveen California Select Tax-Free Income Portfolio (NXC)

Nuveen Dynamic Municipal Opportunities Fund (NDMO)

Nuveen Municipal Credit Income Fund (NZF)

Nuveen Municipal High Income Opportunity Fund (NMZ)

Nuveen Municipal Income Fund, Inc. (NMI)

Nuveen Municipal Value Fund, Inc. (NUV)

Nuveen New York AMT-Free Quality Municipal Income Fund (NRK)

Nuveen New York Municipal Value Fund (NNY)

Nuveen New York Quality Municipal Income Fund (NAN)

Nuveen New York Select Tax-Free Income Portfolio (NXN)

Nuveen Quality Municipal Income Fund (NAD)

Nuveen Select Maturities Municipal Fund (NIM)

Nuveen Select Tax-Free Income Portfolio (NXP)

Nuveen Taxable Municipal Income Fund (NBB)

General Information

This Joint Proxy Statement is furnished in connection with the solicitation by the Board of Trustees or Directors (each a “Board” and collectively, the “Boards,” and each Trustee or Director, a “Board Member” and collectively, the “Board Members”) of each of Nuveen AMT-Free Municipal Credit Income Fund (“AMT-Free Credit Income”), Nuveen AMT-Free Municipal Value Fund (“AMT-Free Value”), Nuveen AMT-Free Quality Municipal Income Fund (“AMT-Free Quality Income”), Nuveen California Select Tax-Free Income Portfolio (“California Select”), Nuveen Dynamic Municipal Opportunities Fund (“Dynamic Municipal”), Nuveen Municipal Credit Income Fund (“Credit Income”), Nuveen Municipal High Income Opportunity Fund (“Municipal High Income”), Nuveen New York AMT-Free Quality Municipal Income Fund (“New York AMT-Free”), Nuveen New York Municipal Value Fund (“New York Value”), Nuveen New York Quality Municipal Income Fund (“New York Quality Income”), Nuveen New York Select Tax-Free Income Portfolio (“New York Select”), Nuveen Quality Municipal Income Fund (“Quality Income”), Nuveen Select Maturities Municipal Fund (“Select Maturities”), Nuveen Select Tax-Free Income Portfolio (“Select Tax-Free”) and Nuveen Taxable Municipal Income Fund (“Taxable Income”), each a Massachusetts business trust (each, a “Massachusetts Fund” and collectively, the “Massachusetts Funds”), and Nuveen Municipal Income Fund, Inc. (“Municipal Income”) and Nuveen Municipal Value Fund, Inc. (“Municipal Value”), each a Minnesota corporation (each, a “Minnesota Fund” and collectively, the “Minnesota Funds”)

 

1

(the Massachusetts Funds and Minnesota Funds are each a “Fund” and collectively, the “Funds”), of proxies to be voted at the Annual Meeting of Shareholders to be held on Wednesday, August 9, 2023 at 8:30 a.m., Eastern time (for each Fund, an “Annual Meeting” and collectively, the “Annual Meetings”), and at any and all adjournments or postponements thereof.

The Annual Meeting will be held in a virtual meeting format only, which will be conducted online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetnow.global/M6HGXQA at the meeting date and time. If your shares are registered in your name, to participate in the Annual Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. There is no physical location for the Annual Meeting.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare. You must contact the bank or broker who holds your shares to obtain your legal proxy. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, three (3) business days prior to the meeting date. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us by emailing an image of your legal proxy to shareholdermeetings@computershare.com.

On the matters coming before each Annual Meeting as to which a choice has been specified by shareholders on the proxy, the shares will be voted accordingly. If a properly executed proxy is returned and no choice is specified, the shares will be voted FOR the election of the 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.

 

2

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

 

Matter        Common Shares   Preferred Shares(1)

1(a)

   For Municipal Income, election of one (1) Class III Board Member and (3) Class I Board Members by all shareholders.   X   N/A

1(b)

   For Municipal Value and each Massachusetts Fund (except AMT-Free Credit Income, AMT-Free Quality Income, Dynamic Municipal, Credit Income, Municipal High Income, New York AMT-Free, New York Quality Income and Quality Income), election of one (1) Class I Board Member and three (3) Class II Board Members by all shareholders.   X   N/A

1(c)(i)

   For AMT-Free Credit Income, AMT-Free Quality Income, Dynamic Municipal, Credit Income, Municipal High Income, New York AMT-Free, New York Quality Income and Quality Income, election of one (1) Class I Board Member and (3) Class II Board Members by all shareholders.   X   X

1(c)(ii)

   For AMT-Free Credit Income, AMT-Free Quality Income, Dynamic Municipal, Credit Income, Municipal High Income, New York AMT-Free, New York Quality Income and Quality Income, election of two (2) Board Members by holders of Preferred Shares only.   N/A   X

 

(1)

Variable Rate Demand Preferred Shares (“VRDP Shares”) for AMT-Free Credit Income, AMT-Free Quality Income, Credit Income, New York AMT-Free, New York Quality Income and Quality Income; MuniFund Preferred Shares (“MFP Shares”) for AMT-Free Credit Income, AMT-Free Quality Income, Dynamic Municipal, Credit Income, New York AMT-Free and Quality Income; and Adjustable Rate MuniFund Term Preferred Shares (“AMTP Shares”) for AMT-Free Credit Income, AMT-Free Quality Income, Municipal High Income, New York Quality Income and Quality Income are collectively referred to herein as “Preferred Shares.”

A quorum of shareholders is required to take action at each Annual Meeting. A majority of the shares entitled to vote at each Annual Meeting, represented in person (through participation by means of remote or “virtual” communication) or by proxy, will constitute a quorum of shareholders at that Annual Meeting, except that for the election of the two Board Member nominees by holders of Preferred Shares (for AMT-Free Credit Income, AMT-Free Quality Income, Dynamic Municipal, Credit Income, Municipal High Income, New York AMT-Free, New York Quality Income and Quality Income), 331⁄3% of the Preferred Shares entitled to vote and represented in person (through participation by means of remote or “virtual” communication) or by proxy will constitute a quorum. Votes cast by proxy or in person (through participation by means of remote or “virtual” communication) at each Annual Meeting will be tabulated by the inspectors of election appointed for that Annual Meeting. The inspectors of election will determine whether or not a quorum is present at the Annual Meeting. The inspectors of election will treat abstentions and “broker non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum. The proposal described in this Joint Proxy Statement is considered a “routine” matter under the

 

3

rules of the New York Stock Exchange (“NYSE”), and beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their shares voted by broker-dealer firms on the proposal in the discretion of such broker-dealer firms.

Pursuant to Rule 452 of the NYSE, certain Preferred Shares held in “street name” as to which voting instructions have not been received from the beneficial owners or persons otherwise entitled to vote as of one business day before the Annual Meeting, or, if adjourned or postponed, one business day before the day to which the Annual Meeting is adjourned or postponed, may be voted by the broker on the proposal in the same proportion as the votes cast by all holders of Preferred Shares as a class who have voted on the proposal. Rule 452 permits proportionate voting of Preferred Shares with respect to a particular item if, among other things, (i) a minimum of 30% of the Preferred Shares (or shares of a series of Preferred Shares if the matter must be voted on separately by series) outstanding has been voted by the holders of such shares with respect to such item, (ii) less than 10% of the Preferred Shares (or shares of a series of Preferred Shares if the matter must be voted on separately by series) outstanding has been voted by the holders of such shares against such item and (iii) for any proposal as to which holders of Common Shares and Preferred Shares vote as a single class, holders of Common Shares approve the proposal. For the purpose of meeting the 30% test, abstentions will be treated as shares “voted” and, for the purpose of meeting the 10% test, abstentions will not be treated as shares “voted” against the item. Rule 452 proportionate voting applies only to certain auction rate and remarketed preferred securities. AMTP Shares are not remarketed, thus the proportionate voting provisions of Rule 452 do not apply to these shares. The proportionate voting provisions of Rule 452 may apply to MFP Shares depending on their mode. The proportionate voting provisions of Rule 452 may apply to VRDP Shares depending on their current rate period. The following table indicates whether the proportionate voting provisions of Rule 452 apply to each series of Preferred Shares.

 

       
Fund   Preferred Shares   Mode(1)   NYSE Rule
452 Applies?
AMT-Free Credit Income   MFP Series A   Variable Rate Mode  

No

  MFP Series B   Variable Rate Remarketed Mode  

Yes

  MFP Series C   Variable Rate Remarketed Mode  

Yes

  VRDP Series 1   Remarketing Mode  

Yes

  VRDP Series 2   Remarketing Mode  

Yes

  VRDP Series 4   Remarketing Mode  

Yes

  VRDP Series 5   Remarketing Mode  

Yes

    VRDP Series 6   Remarketing Mode  

Yes

AMT-Free Quality
Income		   MFP Series A   Variable Rate Mode  

No

  MFP Series B   Variable Rate Mode  

No

  MFP Series C   Variable Rate Demand Mode  

Yes

  MFP Series D   Variable Rate Demand Mode  

Yes

  VRDP Series 1   Remarketing Mode  

Yes

  VRDP Series 3   Remarketing Mode  

Yes

  VRDP Series 4   Remarketing Mode  

Yes

  VRDP Series 5   Remarketing Mode  

Yes

    AMTP Series 2028-1   N/A  

No

 

4

       
Fund   Preferred Shares   Mode(1)   NYSE Rule
452 Applies?
Dynamic Municipal   MFP Series A   Variable Rate Mode  

No

Credit Income   MFP Series A   Variable Rate Mode  

No

  MFP Series B   Variable Rate Mode  

No

  MFP Series C   Variable Rate Mode  

No

  VRDP Series 1   Special Rate Period VRDP  

No

  VRDP Series 2   Special Rate Period VRDP  

No

    VRDP Series 3   Remarketing Mode  

Yes

Municipal High Income   AMTP Series 2028   N/A  

No

  AMTP Series 2031   N/A  

No

    AMTP Series 2032   N/A  

No

New York AMT-Free   MFP Series A   Variable Rate Remarketed Mode  

Yes

  VRDP Series 1   Remarketing Mode  

Yes

  VRDP Series 2   Remarketing Mode  

Yes

  VRDP Series 3   Remarketing Mode  

Yes

    VRDP Series 5   Remarketing Mode  

Yes

New York Quality Income   AMTP Series 2028   N/A  

No

    VRDP Series 1   Remarketing Mode  

Yes

Quality Income   MFP Series A   Variable Rate Mode  

No

  MFP Series B   Variable Rate Mode  

No

  AMTP Series 2028   N/A  

No

  AMTP Series 2028-1   N/A  

No

  AMTP Series 2028-2   N/A  

No

  VRDP Series 1   Remarketing Mode  

Yes

    VRDP Series 2   Remarketing Mode  

Yes

 

(1)

As of June 12, 2023. The terms and conditions of each series of Preferred Shares, as well as the rights and privileges of each mode, if any, are described in the Statement Establishing and Designating the Rights and Preferences for each series of Preferred Shares, and any supplement or appendix thereto.

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

For each Fund, because the number of persons nominated for election as Board Members in accordance with the Fund’s By-Laws equals the number of Board Members to be elected, the affirmative vote of a plurality (the greatest number of affirmative votes) of the shares present and entitled to vote at the Annual Meeting will be required to elect each Board Member of that Fund. For example, if there are four nominees for election to the Board and four Board Members to be elected, a vote by plurality means the four nominees with the highest number of affirmative votes, regardless of the votes withheld for the nominees, will be elected. Because the election of Board Members in this case does not require that a minimum percentage of a Fund’s outstanding Common Shares be voted in favor of any nominee, assuming the presence of a quorum, abstentions and broker non-votes will have no effect on the outcome of the election of that Fund’s Board Members by holders of Common Shares.

 

5

Those persons who were shareholders of record at the close of business on Monday, June 12, 2023 will be entitled to one vote for each share held and a proportionate fractional vote for each fractional vote held. As of June 12, 2023, the shares of the Funds were issued and outstanding as follows:

 

       
Fund   Ticker Symbol(1)   Common Shares     Preferred Shares  
AMT-Free Credit Income   NVG     213,522,362    

MFP Series A

     674  
     

MFP Series B

     200,000  
     

MFP Series C

     250,000  
     

VRDP Series 1

     1,790  
     

VRDP Series 2

     2,954  
     

VRDP Series 4

     1,800  
     

VRDP Series 5

     2,955  
               

VRDP Series 6

     2,867  
AMT-Free Value   NUW     17,951,336    

N/A

        
AMT-Free Quality Income   NEA     299,037,391    

MFP Series A

     1,350  
     

MFP Series B

     3,350  
     

MFP Series C

     2,380  
     

MFP Series D

     330,900  
     

VRDP Series 1

     2,190  
     

VRDP Series 3

     3,509  
     

VRDP Series 4

     4,895  
     

VRDP Series 5

     1,000  
               

AMTP Series 2028-1

     1,730  
California Select   NXC     6,362,276    

N/A

        
Dynamic Municipal   NDMO     59,535,109    

MFP Series A

     2,400  
Credit Income   NZF     193,749,050    

MFP Series A

     1,500  
     

MFP Series B

     1,550  
     

MFP Series C

     3,360  
     

VRDP Series 1

     2,688  
     

VRDP Series 2

     2,622  
               

VRDP Series 3

     1,460  
Municipal High Income   NMZ     110,539,337    

AMTP Series 2028

     870  
     

AMTP Series 2031

     1,700  
               

AMTP Series 2032

     1,000  
Municipal Income   NMI     10,051,095    

N/A

        
Municipal Value   NUV     207,541,595    

N/A

        
New York AMT-Free   NRK     87,235,304    

MFP Series A

     800  
     

VRDP Series 1

     1,123  
     

VRDP Series 2

     1,348  
     

VRDP Series 3

     1,617  
               

VRDP Series 5

     1,750  
New York Value   NNY     18,886,051    

N/A

  
New York Quality Income   NAN     30,851,332    

AMTP Series 2028

     1,270  
               

VRDP Series 1

     890  
New York Select   NXN     3,924,894    

N/A

        

 

6

       
Fund   Ticker Symbol(1)   Common Shares     Preferred Shares  
Quality Income   NAD     233,404,655    

MFP Series A

     6,070  
     

MFP Series B

     720  
     

AMTP Series 2028

     3,370  
     

AMTP Series 2028-1

     2,085  
     

AMTP Series 2028-2

     1,820  
     

VRDP Series 1

     2,368  
               

VRDP Series 2

     2,675  
Select Maturities   NIM     12,446,597    

N/A

        
Select Tax-Free   NXP     46,815,492    

N/A

        
Taxable Income   NBB     29,394,751    

N/A

        

 

(1)

The Common Shares of each Fund are listed on the NYSE. Reports, proxy statements and other information concerning the Funds can be inspected at the offices of the NYSE, 11 Wall Street, New York, New York 10005.

 

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 AMT-Free Credit Income, AMT-Free Quality Income, Dynamic Municipal, Credit Income, Municipal High Income, New York AMT-Free, New York Quality Income and Quality Income, each a Massachusetts Fund with Preferred Shares outstanding, holders of Preferred Shares are entitled to elect two (2) Board Members. The Board Members elected by holders of Preferred Shares will be elected to serve until the next annual meeting or until their successors have been duly elected and qualified.

(a) For Municipal Income: four (4) Board Members are to be elected by all shareholders. Current Board Members Lancellotta, Nelson and Toth have been designated as Class I Board Members and are nominees for election at the Annual Meeting to serve for a term expiring at the 2026 annual meeting of shareholders or until their successors have been duly elected and qualified. Current Board Member Young, previously designated as a Class I Board Member, has been designated as a Class III Board Member and is a nominee for election at the Annual Meeting to serve for a term expiring at the 2025 annual meeting of shareholders or until his successor has been duly elected and qualified. Board Members Evans, Hunter, Medero, Moschner, Thornton and Wolff are current and continuing Board Members. Current Board Members Hunter and Wolff have been designated as Class III Board Members for a term expiring at the 2025 annual meeting of shareholders or until their successors have been duly elected and qualified. Board Members Evans, Medero, Moschner and Thornton have been designated as Class II Board Members for a term expiring at the 2024 annual meeting of shareholders or until their successors have been duly elected and qualified.

(b) For Municipal Value and each Massachusetts Fund, except AMT-Free Credit Income, AMT-Free Quality Income, Dynamic Municipal, Credit Income, Municipal High Income, New York AMT-Free, New York Quality Income and

 

7

Quality Income: four (4) Board Members are to be elected by all shareholders. Current Board Members Lancellotta, Nelson and Toth have been designated as Class II Board Members and are nominees for election at the Annual Meeting to serve for a term expiring at the 2026 annual meeting of shareholders or until their successors have been duly elected and qualified. Current Board Member Young, previously designated as a Class II Board Member, has been designated as a Class I Board Member and is a nominee for election at the Annual Meeting to serve for a term expiring at the 2025 annual meeting of shareholders or until his successor has been duly elected and qualified. Current Board Members Evans, Hunter, Medero, Moschner, Thornton and Wolff are current and continuing Board Members. Current Board Members Hunter and Wolff have been designated as Class I Board Members for a term expiring at the 2025 annual meeting of shareholders or until their successors have been duly elected and qualified. Current Board Members Evans, Medero, Moschner and Thornton have been designated as Class III Board Members for a term expiring at the 2024 annual meeting of shareholders or until their successors have been duly elected and qualified.

(c) For AMT-Free Credit Income, AMT-Free Quality Income, Dynamic Municipal, Credit Income, Municipal High Income, New York AMT-Free, New York Quality Income and Quality Income:

 

  (i)

four (4) Board Members are to be elected by holders of Common and Preferred Shares, voting together as a single class. Current Board Members Lancellotta, Nelson and Toth have been designated as Class II Board Members and are nominees for election at the Annual Meeting to serve for a term expiring at the 2026 annual meeting of shareholders or until their successors have been duly elected and qualified. Current Board Member Young, previously designated as a Class II Board Member, has been designated as a Class I Board Member and is a nominee for election at the Annual Meeting to serve for a term expiring at the 2025 annual meeting of shareholders or until his successor has been duly elected and qualified. Board Members Evans, Medero, Thornton and Wolff are current and continuing Board Members. Board Member Wolff has been designated as a Class I Board Member for a term expiring at the 2025 annual meeting of shareholders or until her successor has been duly elected and qualified. Board Members Evans, Medero and Thornton have been designated as Class III Board Members for a term expiring at the 2024 annual meeting of shareholders or until their successors have been duly elected and qualified.

 

  (ii)

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

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 present Board.

 

8

Class I Board Members: For each Fund other than Municipal Income, AMT-Free Credit Income, AMT-Free Quality Income, Dynamic Municipal, Credit Income, Municipal High Income, New York AMT-Free, New York Quality Income and Quality Income, Board Members Hunter and Wolff were last elected to the Fund’s Board as Class I Board Members at the annual meeting of shareholders held on August 5, 2022. For AMT-Free Credit Income, AMT-Free Quality Income, Dynamic Municipal, Credit Income, Municipal High Income, New York AMT-Free, New York Quality Income and Quality Income, Board Member Wolff was last elected to the Fund’s Board as a Class I Board Member at the annual meeting of shareholders held on August 5, 2022. For Municipal Income, Board Members Nelson, Toth and Young were last elected to the Fund’s Board as Class I Board Members at the annual meeting of shareholders held on August 5, 2020. Board Member Lancellotta was appointed to Municipal Income’s Board as a Class I Board Member effective June 1, 2021.

Class II Board Members: For each Fund other than Municipal Income and Dynamic Municipal, Board Members Nelson, Toth and Young were last elected to each Fund’s Board as Class II Board Members at the annual meeting of shareholders held on August 5, 2020. For Dynamic Municipal, the appointment of Board Members Nelson, Toth and Young was ratified and approved by the initial shareholder on August 26, 2020. For each Fund other than Municipal Income, Board Member Lancellotta was appointed to the Fund’s Board as a Class II Board Member effective June 1, 2021. For Municipal Income, Board Members Evans, Medero, Moschner and Thornton were last elected to the Fund’s Board as Class II Board Members at the annual meeting of shareholders held on August 4, 2021.

Class III Board Members: For each Fund other than Municipal Income, Select Tax-Free, AMT-Free Credit Income, AMT-Free Quality Income, Dynamic Municipal, Credit Income, Municipal High Income, New York AMT-Free, New York Quality Income and Quality Income, Board Members Evans, Medero, Moschner and Thornton were last elected to each Fund’s Board as Class III Board Members at the annual meeting of shareholders held on August 4, 2021. For AMT-Free Credit Income, AMT-Free Quality Income, Dynamic Municipal, Credit Income, Municipal High Income, New York AMT-Free, New York Quality Income and Quality Income, Board Members Evans, Medero and Thornton were last elected to each Fund’s Board as Class III Board Members at the annual meeting of shareholders held on August 4, 2021. For Select Tax-Free, Board Members Evans, Medero, Moschner and Thornton were last elected to the Fund’s Board as Class III Board Members at the annual meeting of shareholders held on September 22, 2021. For Municipal Income, Board Members Hunter and Wolff were last elected to the Fund’s Board as Class III Board Members at the annual meeting of shareholders held on August 5, 2022.

Board Members Elected by Holders of Preferred Shares: For AMT-Free Credit Income, AMT-Free Quality Income, Dynamic Municipal, Credit Income, Municipal High Income, New York AMT-Free, New York Quality Income and Quality Income, Board Members Hunter and Moschner were lasted elected to each Fund’s Board at the annual meeting of shareholders held on August 5, 2022.

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

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

 

9

Board Nominees/Board Members

 

           
Name, Business Address
and Year of Birth		   Position(s)
Held with
Fund		   Term of Office
and Length of
Time Served
with Funds in
the Fund Complex(1)		   Principal Occupation(s)
During Past 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 I or II Board Member until 2023 annual shareholder meeting(2) and nominee as Class I or II Board Member until 2026 annual shareholder meeting

 

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

   Formerly, Co-Founding Partner, Promus Capital (investment advisory firm) (2008-2017); formerly, Director of Quality Control Corporation (manufacturing) (2012-2021); formerly, Director of Fulcrum IT Services LLC (information technology services firm to government entities) (2010-2019); formerly, Director, LogicMark LLC (health services) (2012-2016); formerly, Director, Legal & General Investment Management America, Inc. (asset management) (2008-2013); formerly, CEO and President, Northern Trust Global Investments (financial services) (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (financial services) (since 1994); Chair of the Board of the Kehrein Center for the Arts (philanthropy) (since 2021); Member of Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (philanthropy) (since 2012), formerly Chair of its Investment Committee (2017-2022); formerly, Member, Chicago Fellowship Board (philanthropy) (2005-2016); formerly, Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc.   139   None

 

10

           
Name, Business Address
and Year of Birth		   Position(s)
Held with
Fund		   Term of Office
and Length of
Time Served
with Funds in
the Fund Complex(1)		   Principal Occupation(s)
During Past 5 Years		   Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member		   Other
Directorships
Held by
Board
Member
During the
Past 5 Years
      Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004).    
Jack B. Evans
c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606
1948		   Board Member  

Term: Class II or III Board Member until 2024 annual shareholder meeting(2)

 

Length of Service: Since 1999

   Chairman (since 2019), formerly, President (1996-2019), The Hall-Perrine Foundation (private philanthropic corporation); Life Trustee of Coe College; formerly, Director, Public Member, American Board of Orthopaedic Surgery (2015-2020); Director (1997-2003) Federal Reserve Bank of Chicago; President and Chief Operating Officer (1972-1995), SCI Financial Group, Inc. (regional financial services firm); Member and President Pro Tem of the Board of Regents for the State of Iowa University System (2007-2013); Director (1996-2015), The Gazette Company (media and publishing).   139   Formerly, Director and Chairman (2009-2021), United Fire Group, a publicly held company; Director (2000-2004), Alliant Energy.
William C. Hunter
c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606
1948		   Board Member  

Term: Annual Board Member until 2023 annual shareholder meeting and nominee for term until 2024 annual shareholder meeting or Class I or III Board Member until 2025 annual shareholder meeting(2)

 

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.   139   Director (since 2009) of Wellmark, Inc.; formerly, Director (2004-2018) of Xerox Corporation.

 

11

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

Amy B. R. Lancellotta

c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606

1959

   Board Member  

Term: Class I or II Board Member until 2023 annual shareholder meeting(2) and nominee for Class I or II Board Member until 2026 annual shareholder meeting

 

Length of Service: Since 2021

   Formerly, Managing Director, Independent Directors Council (IDC) (supports the fund independent director community and is part of the Investment Company Institute (ICI), which represents regulated investment companies) (2006-2019); formerly, various positions with ICI (1989-2006); Member of the Board of Directors, Jewish Coalition Against Domestic Abuse (JCADA) (since 2020).   139   None

Joanne T. Medero

c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606

1954

   Board Member  

Term: Class II or III Board Member until 2024 annual shareholder meeting(2)

 

Length of Service: Since 2021

   Formerly, Managing Director, Government Relations and Public Policy (2009-2020) and Senior Advisor to the Vice Chairman (2018-2020), BlackRock, Inc. (global investment management firm); formerly, Managing Director, Global Head of Government Relations and Public Policy, Barclays Group (IBIM) (investment banking, investment management and wealth management businesses) (2006-2009); formerly, Managing Director, Global General Counsel and Corporate Secretary, Barclays Global Investors (global investment management firm) (1996-2006); formerly, Partner, Orrick, Herrington & Sutcliffe LLP (law firm) (1993-1995); formerly, General Counsel, Commodity Futures Trading Commission (government agency overseeing U.S. derivatives markets) (1989-1993); formerly, Deputy Associate Director/Associate   139   None

 

12

           
Name, Business Address
and Year of Birth		   Position(s)
Held with
Fund		   Term of Office
and Length of
Time Served
with Funds in
the Fund Complex(1)		   Principal Occupation(s)
During Past 5 Years		   Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member		   Other
Directorships
Held by
Board
Member
During the
Past 5 Years
      Director for Legal and Financial Affairs, Office of Presidential Personnel, The White House (1986-1989); Member of the Board of Directors, Baltic-American Freedom Foundation (seeks to provide opportunities for citizens of the Baltic states to gain education and professional development through exchanges in the U.S.) (since 2019).    
Albin F. Moschner
c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606 1952		   Board Member  

Term: Annual Board Member until 2023 annual shareholder meeting and nominee for term until 2024 annual shareholder meeting or Class II or III Board Member until 2024 annual shareholder meeting(2)

 

Length of Service: Since 2016

   Founder and Chief Executive Officer, Northcroft Partners, LLC (management consulting) (since 2012); previously, held positions at Leap Wireless International, Inc. (consumer wireless services), including Consultant (2011-2012), Chief Operating Officer (2008-2011) and Chief Marketing Officer (2004-2008); formerly, President, Verizon Card Services division of Verizon Communications, Inc. (telecommunications services) (2000-2003); formerly, President, One Point Services at One Point Communications (telecommunications services) (1999-2000); formerly, Vice Chairman of the Board, Diba, Incorporated (internet technology provider) (1996-1997); formerly, various executive positions (1991-1996), including Chief Executive Officer (1995-1996) of Zenith Electronics Corporation (consumer electronics).   139   Formerly, Chairman (2019) and Director (2012-2019), USA Technologies, Inc., a provider of solutions and services to facilitate electronic payment transactions; formerly, Director, Wintrust Financial Corporation (1996-2016).

 

13

           
Name, Business Address
and Year of Birth		   Position(s)
Held with
Fund		   Term of Office
and Length of
Time Served
with Funds in
the Fund Complex(1)		   Principal Occupation(s)
During Past 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 I or II Board Member until 2023 annual shareholder meeting(2) and nominee for Class I or II Board Member term until 2026 annual shareholder meeting

 

Length of Service: Since 2013

   Member of Board of Directors of Core12 LLC (private firm which develops branding, marketing and communications strategies for clients) (since 2008); served on The President’s Council of Fordham University (2010-2019) and previously a Director of the Curran Center for Catholic American Studies (2009-2018); formerly, senior external advisor to the Financial Services practice of Deloitte Consulting LLP (2012-2014); former Chair of the Board of Trustees of Marian University (2010-2014 as trustee, 2011-2014 as Chair); formerly Chief Executive Officer of ABN AMRO Bank N.V., North America, and Global Head of the Financial Markets Division (2007-2008), with various executive leadership roles in ABN AMRO Bank N.V. between 1996 and 2007.   139   None

Matthew Thornton III

c/o Nuveen

333 West Wacker Drive

Chicago, IL 60606

1958

   Board Member  

Term: Class II or III Board Member until 2024 annual shareholder meeting(2)

 

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).   139   Member of the Board of Directors (since 2014), The Sherwin-Williams Company (develops, manufactures, distributes and sells paints, coatings and related products); Member of the Board of Directors (since 2020), Crown Castle International (provider of communications infrastructure).

 

14

           
Name, Business Address
and Year of Birth		   Position(s)
Held with
Fund		   Term of Office
and Length of
Time Served
with Funds in
the Fund Complex(1)		   Principal Occupation(s)
During Past 5 Years		   Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member		   Other
Directorships
Held by
Board
Member
During the
Past 5 Years
Margaret L. Wolff
c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606
1955		   Board Member  

Term: Class I or III Board Member until 2025 annual shareholder meeting(2)

 

Length of Service: Since 2016

   Formerly, Of Counsel (2005-2014), Skadden, Arps, Slate, Meagher & Flom LLP (Mergers & Acquisitions Group) (legal services); Member of the Board of Trustees of New York-Presbyterian Hospital (since 2005); Member (since 2004), formerly, Chair (2015-2022) of the Board of Trustees of The John A. Hartford Foundation (philanthropy dedicated to improving the care of older adults); formerly, Member (2005-2015) and Vice Chair (2011-2015) of the Board of Trustees of Mt. Holyoke College.   139   Formerly, Member of the Board of Directors (2013- 2017) of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each, a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.)
Robert L. Young
c/o Nuveen
333 West Wacker Drive
Chicago, IL 60606
1963		   Board Member  

Term: Class I or II Board Member until 2023 annual shareholder meeting and nominee as Class I or III Board Member until 2025 annual shareholder meeting (2)

 

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).   139   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)

For Municipal Value and each Massachusetts Fund, except AMT-Free Credit Income, AMT-Free Quality Income, Dynamic Municipal, Credit Income, Municipal High Income, New York AMT-Free, New York Quality Income and Quality Income, Board Member Hunter serves as a Class I Board Member and Board Member Moschner serves as a Class III Board Member. For Municipal Income, Board Members Lancellotta, Nelson, Toth and Young serve as Class I Board Members; Board Members Evans, Medero, Moschner and Thornton serve as Class II Board Members; and Board Members Hunter and Wolff serve as Class III Board Members.

 

15

Board Member Investments in the Funds

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

The dollar range of equity securities beneficially owned by each Board Member in each Fund and all Nuveen funds overseen by the Board Member as of May 31, 2023 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 May 31, 2023 is also set forth in Appendix A. As of June 12, 2023, each Board Member’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of the Fund. As of June 12, 2023, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund.

Compensation

Prior to January 1, 2023, independent trustees received a $205,000 annual retainer, plus they received (a) a fee of $7,000 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled Board meetings where in-person attendance was required and $3,000 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 $2,250 per meeting for attendance by telephone or in person at such meetings where in-person attendance was 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 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 $1,250 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 $125,000, 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 $20,000 each as additional retainers. Independent trustees also received a fee of $3,500 per

 

16

day for site visits to entities that provide services to the Nuveen Funds on days on which no Board meeting was held. When ad hoc committees are 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. Any compensation paid to the independent directors as members of ad hoc committees is temporary in nature and not expected to be long-term, ongoing compensation. The annual retainer, fees and expenses were allocated among the Nuveen Funds on the basis of relative net assets, although management may have, in its discretion, established a minimum amount to be allocated to each fund. In certain instances fees and expenses were allocated only to those Nuveen Funds that were discussed at a given meeting. In certain circumstances, such as during the COVID-19 pandemic, the Board may have held n-person meetings by telephonic or videographic means and were compensated at the in-person rate.

Effective January 1, 2023, independent trustees receive a $210,000 annual retainer, plus they receive (a) a fee of $7,250 per day for attendance at regularly scheduled meetings of the Board; (b) a fee of $4,000 per meeting for attendance at special, non-regularly scheduled Board meetings; (c) a fee of $2,500 per meeting for attendance at Audit Committee meetings, Closed-End Fund Committee meetings and Investment Committee Meetings; (d) a fee of $5,000 per meeting for attendance at Compliance, Risk Management and Regulatory Oversight Committee meetings; (e) a fee of $1,250 per meeting for attendance at Dividend Committee meetings; and (f) a fee of $500 per meeting for attendance at all other committee meetings, and $100 per meeting when the Executive Committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings, provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held. In addition to the payments described above, the Chair of the Board receives $140,000, and the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Nominating and Governance Committee, the Closed-End Funds Committee and the Investment Committee receive $20,000 each as additional retainers. Independent trustees also receive a fee of $5,000 per day for site visits to entities that provide services to the Nuveen Funds on days on which no Board meeting is held. Per meeting fees for unscheduled Committee meetings or meetings of Ad Hoc or Special Assignment Committees will be determined by the Chair of such Committee based on the complexity or time commitment associated with the particular meeting. 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 instance fees and expenses will be allocated only to those Nuveen Funds that are discussed at a given meeting.

The Funds do not have retirement or pension plans. Certain Nuveen funds (the “Participating Funds”) participate in a deferred compensation plan (the “Deferred Compensation Plan”) that permits an Independent Board Member to elect to defer receipt of all or a portion of his or her compensation as an Independent Board Member. The deferred compensation of a participating Independent Board Member is credited to a book reserve account of the Participating Fund when the compensation would otherwise have been paid to such Independent Board Member. The value of an Independent Board Member’s deferral account at any time is equal to the value that the account would have had if contributions to the account had been invested and

 

17

reinvested in shares of one or more of the eligible Nuveen funds. At the time for commencing distributions from an Independent Board Member’s deferral account, the Independent Board Member may elect to receive distributions in a lump sum or over a period of five years. The Participating Fund will not be liable for any other fund’s obligations to make distributions under the Deferred Compensation Plan.

The Funds have no employees. The officers of the Funds and the Board Members of each Fund who are not Independent Board Members serve without any compensation from the Funds. The Funds’ Chief Compliance Officer’s (“CCO”) compensation, which is composed of base salary and incentive compensation, is paid by the Adviser, with review and input by the Board. The Funds reimburse the Adviser for an allocable portion of the Adviser’s cost of the CCO’s incentive compensation.

 

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		     Amy B. R.
Lancellotta(1)		     Joanne T.
Medero(1)		     Albin F.
Moschner		     John K.
Nelson		     Judith M.
Stockdale(2)		     Carole E.
Stone(2)		     Matthew
Thornton III		     Terence
J. Toth		     Margaret
L. Wolff		     Robert L.
Young		  

AMT-Free Credit Income

   $ 11,800     $ 11,076     $ 10,561     $ 10,457     $ 12,927     $ 12,376     $ 10,647     $ 11,579     $ 11,201     $ 15,058     $ 11,581     $ 12,147  

AMT-Free Quality Income

     14,891       13,954       13,301       13,171       16,211       15,630       13,423       14,610       14,117       18,897       14,428       15,295  

AMT-Free Value

     722       678       645       639       788       753       651       710       685       934       700       744  

California Select

     216       198       193       192       237       226       198       213       206       284       211       236  

Credit Income

     8,237       7,697       7,399       7,355       8,939       8,620       7,537       8,111       7,800       10,421       8,041       8,590  

Dynamic Municipal

     2,487       2,298       2,232       2,211       3,071       3,015       2,248       2,442       2,780       3,210       2,427       2,952  

Municipal High Income

     3,940       3,697       3,524       3,490       4,289       4,121       3,552       3,868       3,741       5,133       3,913       4,143  

Municipal Income

     266       249       237       235       290       277       241       262       252       343       259       278  

Municipal Value

     5,164       4,845       4,610       4,567       5,633       5,383       4,652       5,073       4,896       6,679       5,007       5,320  

New York AMT-Free

     4,000       3,685       3,572       3,562       4,385       4,208       3,674       3,942       3,816       5,238       3,959       4,385  

New York Quality Income

     1,403       1,292       1,253       1,249       1,538       1,475       1,288       1,382       1,339       1,827       1,376       1,526  

New York Select

     122       112       109       108       133       128       112       120       116       160       119       133  

New York Value

     416       383       372       371       457       437       383       411       398       549       408       456  

Quality Income

     12,159       11,411       10,881       10,773       13,217       12,751       10,969       11,931       11,542       15,371       11,779       12,468  

Select Maturities

     299       276       266       264       330       315       271       294       287       396       291       322  

Select Tax-Free

     1,643       1,515       1,459       1,449       1,809       1,729       1,486       1,616       1,575       2,171       1,594       1,767  

Taxable Income

     1,692       1,559       1,500       1,489       1,860       1,783       1,526       1,661       1,618       2,213       1,639       1,807  

Total Compensation from Nuveen Funds Paid to Board Members/ Nominees

   $ 412,281     $ 382,750     $ 368,508     $ 366,323     $ 443,950     $ 429,000     $ 371,848     $ 402,906     $ 390,250     $ 526,950     $ 396,076     $ 416,325  

 

(1)

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

 

(2)

Board Members Stockdale and Stone retired effective December 31, 2022.

 

19

(*)

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:

 

Fund Name   Jack B.
Evans		     William C.
Hunter		     Amy B. R.
Lancellotta		     Joanne T.
Medero		     Albin F.
Moschner		     John K.
Nelson		     Judith M.
Stockdale(2)		     Carole E.
Stone(2)		     Matthew
Thornton III		     Terence J.
Toth		     Margaret L.
Wolff		     Robert L.
Young		  

AMT-Free Credit Income

   $ 1,103     $ 0     $ 2,483     $ 3,762     $ 0     $ 0     $ 7,168     $ 2,735     $ 0     $ 0     $ 4,985     $ 9,655  

AMT-Free Quality Income

     1,392       0       3,109       4,710       0       0       9,024       3,453       0       0       6,215       12,175  

AMT-Free Value

     68       0       146       222       0       0       434       168       0       0       299       597  

California Select

     21       0       63       95       0       0       148       52       0       0       104       176  

Credit Income

     787       0       1,806       2,737       0       0       5,138       1,951       0       0       3,538       6,838  

Dynamic Municipal

     233       0       514       778       0       0       1,504       577       0       0       1,048       2,322  

Municipal High Income

     368       0       823       1,248       0       0       2,387       914       0       0       1,689       3,293  

Municipal Income

     18       0       54       82       0       0       128       45       0       0       89       151  

Municipal Value

     483       0       1,047       1,587       0       0       3,103       1,200       0       0       2,135       4,265  

New York AMT-Free

     390       0       1,157       1,756       0       0       2,736       965       0       0       1,953       3,267  

New York Quality Income

     137       0       406       616       0       0       960       338       0       0       679       1,137  

New York Select

     12       0       35       54       0       0       83       29       0       0       59       99  

New York Value

     41       0       121       183       0       0       286       101       0       0       202       340  

Quality Income

     1,136       0       2,561       3,881       0       0       7,388       2,818       0       0       5,084       9,909  

Select Maturities

     29       0       85       129       0       0       201       71       0       0       142       239  

Select Tax-Free

     157       0       465       707       0       0       1,100       389       0       0       777       1,309  

Taxable Income

     161       0       477       724       0       0       1,128       398       0       0       797       1,336  

 

20

Board Leadership Structure and Risk Oversight

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

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

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

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

 

21

committees allows the Board Members to gain additional and different perspectives of a Fund’s operations. The Board has established seven standing committees: the Executive Committee, the Dividend Committee, the Audit Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Investment Committee, the Nominating and Governance Committee and the Closed-End Funds Committee. The Board may also from time to time create ad hoc committees to focus on particular issues as the need arises. The membership and functions of the standing committees are summarized below. For more information on the Board, please visit www.nuveen.com/fundgovernance.

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

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

Audit Committee. The Board has an Audit Committee, in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “1934 Act”) that is composed of Independent Board Members who are also “independent” as that term is defined in the listing standards pertaining to closed-end funds of the NYSE. 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. Members of the Audit Committee are independent (as set forth

 

22

in the Charter) and free of any relationship that, in the opinion of the Board Members, would interfere with their exercise of independent judgment as an Audit Committee member. The members of the Audit Committee are Mr. Nelson, Chair, Mr. Evans, Mr. Moschner, Ms. Wolff and Mr. Young, each of whom is an Independent Board Member of the Funds. A copy of the Charter is available at https://www.nuveen.com/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 general risks related to investments which are not reviewed by other committees, such as liquidity and derivatives usage; risks related to product structure elements, such as leverage; techniques that may be used to address the foregoing risks, such as hedging and swaps and Fund operational risk and risks related to the overall operation of the Nuveen enterprise and, in each case, the controls designed to address or mitigate such risks. In assessing issues brought to the Compliance Committee’s attention or in reviewing a particular policy, procedure, investment technique or strategy, the Compliance Committee evaluates the risks to the Funds in adopting a particular approach or resolution compared to the anticipated benefits to the Funds and their shareholders. In fulfilling its obligations, the Compliance Committee meets on a quarterly basis, and at least once a year in person. The Compliance Committee receives written and oral reports from the Funds’ Chief Compliance Officer (“CCO”) and meets privately with the CCO at each of its quarterly meetings. The CCO also provides an annual report to the full Board regarding the operations of the Funds’ and other service providers’ compliance programs as well as any recommendations for modifications thereto. Matters not addressed at the committee level are addressed directly by the full Board. The Compliance Committee operates under a written charter adopted and approved by the Board. The members of the Compliance Committee are Ms. Wolff, Chair, Dr. Hunter, Ms. Lancellotta, Ms. Medero, Mr. Thornton and Mr. Toth. The number of Compliance Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

Nominating and Governance Committee. The Nominating and Governance Committee is responsible for seeking, identifying and recommending to the Board qualified candidates for election or appointment to the Board. In addition, the Nominating and Governance Committee oversees matters of corporate governance, including the evaluation of Board performance and processes, the assignment and rotation of committee members, and the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable, and matters related thereto. Although the unitary Board and committee structures have been

 

23

developed over the years and the Nominating and Governance Committee believes these structures have provided efficient and effective governance, the Nominating and Governance Committee recognizes that, as demands on the Board evolve over time (such as through an increase in the number of funds overseen or an increase in the complexity of the issues raised), the Nominating and Governance Committee must continue to evaluate the Board and committee structures and their processes and modify the foregoing as may be necessary or appropriate to continue to provide effective governance. Accordingly, the Nominating and Governance Committee has a separate meeting each year to, among other things, review the Board and committee structures, their performance and functions, and recommend any modifications thereto or alternative structures or processes that would enhance the Board’s governance over the Funds’ business.

In addition, the Nominating and Governance Committee, among other things: makes recommendations concerning the continuing education of Board Members; monitors performance of legal counsel and other service providers; establishes and monitors a process by which security holders are able to communicate in writing with Board Members; and periodically reviews and makes recommendations about any appropriate changes to Board Member compensation. In the event of a vacancy on the Board, the Nominating and Governance Committee receives suggestions from various sources, including shareholders, as to suitable candidates. Suggestions should be sent in writing to William Siffermann, Manager of Fund Board Relations, Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. The Nominating and Governance Committee sets appropriate standards and requirements for nominations for new Board Members and each nominee is evaluated using the same standards. However, the Nominating and Governance Committee reserves the right to interview any and all candidates and to make the final selection of any new Board Members. In considering a candidate’s qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability (including the time requirements for due diligence meetings with internal and external sub-advisers and service providers) and, if qualifying as an Independent Board Member candidate, independence from the Adviser, sub-advisers, underwriters or other service providers, including any affiliates of these entities. These skill and experience requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills, diversity and experience, in the aggregate. Accordingly, the particular factors considered and weight given to these factors will depend on the composition of the Board and the skills and backgrounds of the incumbent Board Members at the time of consideration of the nominees. All candidates, however, must meet high expectations of personal integrity, independence, governance experience and professional competence. All candidates must be willing to be critical within the Board and with management and yet maintain a collegial and collaborative manner toward other Board Members. The Nominating and Governance Committee operates under a written charter adopted and approved by the Board, a copy of which is available on the Funds’ website at https://www.nuveen.com/fund-governance, and is composed entirely of Independent Board Members, who are also “independent” as defined by NYSE listing standards. The members of the Nominating and Governance Committee are Mr. Toth, Chair, Mr. Evans, Dr. Hunter, Ms. Lancellotta, Ms. Medero, Mr. Moschner, Mr. Nelson, Mr. Thornton, Ms. Wolff and Mr. Young. The number of Nominating and Governance Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

Investment Committee. The Investment Committee is responsible for the oversight of Fund performance, investment risk management and other portfolio-related matters affecting the

 

24

Funds which are not otherwise the jurisdiction of the other Board committees. As part of such oversight, the Investment Committee reviews each Fund’s investment performance and investment risks, which may include, but is not limited to, an evaluation of Fund performance relative to investment objectives, benchmarks and peer group; a review of risks related to portfolio investments, such as exposures to particular issuers, market sectors, or types of securities, as well as consideration of other factors that could impact or are related to Fund performance; and an assessment of Fund objectives, policies and practices as such may relate to Fund performance. In assessing issues brought to the committee’s attention or in reviewing an investment policy, technique or strategy, the Investment Committee evaluates the risks to the Funds in adopting or recommending a particular approach or resolution compared to the anticipated benefits to the Funds and their shareholders.

In fulfilling its obligations, the Investment Committee receives quarterly reports from the investment oversight and the investment risk groups at Nuveen. Such groups also report to the full Board on a quarterly basis and the full Board participates in further discussions with fund management at its quarterly meetings regarding matters relating to Fund performance and investment risks, including with respect to the various drivers of performance and Fund use of leverage and hedging. Accordingly, the Board directly and/or in conjunction with the Investment Committee oversees the investment performance and investment risk management of the Funds. The Investment Committee operates under a written charter adopted and approved by the Board. This committee is composed of the independent Trustees of the Funds. Accordingly, the members of the Investment Committee are Dr. Hunter, Chair, Mr. Evans, Ms. Lancellotta, Ms. Medero, Mr. Moschner, Mr. Nelson, Mr. Thornton, Mr. Toth, Ms. Wolff and Mr. Young. The number of Investment Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

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

 

25

Mr. Evans, Chair, Dr. Hunter, Ms. Lancellotta, Mr. Nelson, Mr. Toth and Ms. Wolff. The number of Closed-End Funds Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

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

Board Diversification and Board Member Qualifications. In determining that a particular Board Member was qualified to serve on the Board, the Board considered each Board Member’s background, skills, experience and other attributes in light of the composition of the Board with no particular factor controlling. The Board believes that Board Members need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties, and the Board believes each Board Member satisfies this standard. An effective Board Member may achieve this ability through his or her educational background; business, professional training or practice; public service or academic positions; experience from service as a board member or executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. Accordingly, set forth below is a summary of the experiences, qualifications, attributes and skills that led to the conclusion, as of the date of this document, that each Board Member should serve in that capacity. References to the experiences, qualifications, attributes and skills of Board Members are pursuant to requirements of the Securities and Exchange Commission (“SEC”), do not constitute holding out the Board or any Board Member as having any special expertise or experience and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

Jack B. Evans

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

 

26

William C. Hunter

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

Amy B. R. Lancellotta

After 30 years of service, Ms. Lancellotta retired at the end of 2019 from the Investment Company Institute (ICI), which represents regulated investment companies on regulatory, legislative and securities industry initiatives that affect funds and their shareholders. From November 2006 until her retirement, Ms. Lancellotta served as Managing Director of ICI’s Independent Directors Council (IDC), which supports fund independent directors in fulfilling their responsibilities to promote and protect the interests of fund shareholders. At IDC, Ms. Lancellotta was responsible for all ICI and IDC activities relating to the fund independent director community. In conjunction with her responsibilities, Ms. Lancellotta advised and represented IDC, ICI, independent directors and the investment company industry on issues relating to fund governance and the role of fund directors. She also directed and coordinated IDC’s education, communication, governance and policy initiatives. Prior to serving as Managing Director of IDC, Ms. Lancellotta held various other positions with ICI beginning in 1989. Before joining ICI, Ms. Lancellotta was an associate at two Washington, D.C. law firms. In addition, since 2020, she has been a member of the Board of Directors of the Jewish Coalition Against Domestic Abuse (JCADA), an organization that seeks to end power-based violence, empower survivors and ensure safe communities. Ms. Lancellotta received a B.A. degree from Pennsylvania State University in 1981 and a J.D. degree from the National Law Center, George Washington University (currently known as George Washington University Law School) in 1984. Ms. Lancellotta joined the Board in 2021.

Joanne T. Medero

Ms. Medero has over 30 years of financial services experience and, most recently, from December 2009 until her retirement in July 2020, she was a Managing Director in the Government Relations and Public Policy Group at BlackRock, Inc. (BlackRock). From July 2018 to July 2020, she was also Senior Advisor to BlackRock’s Vice Chairman, focusing on public policy and corporate governance issues. In 1996, Ms. Medero joined Barclays Global Investors (BGI), which merged with BlackRock in 2009. At BGI, she was a Managing Director and served as Global General Counsel and Corporate Secretary until 2006. Then, from 2006 to 2009, Ms. Medero was a Managing Director and Global Head of Government Relations and Public Policy at Barclays Group (IBIM), where she provided policy guidance and directed legislative

 

27

and regulatory advocacy programs for the investment banking, investment management and wealth management businesses. Before joining BGI, Ms. Medero was a Partner at Orrick, Herrington & Sutcliffe LLP from 1993 to 1995, where she specialized in derivatives and financial markets regulation issues. Additionally, she served as General Counsel of the Commodity Futures Trading Commission (CFTC) from 1989 to 1993 and, from 1986 to 1989, she was Deputy Associate Director/Associate Director for Legal and Financial Affairs at The White House Office of Presidential Personnel. Further, from 2006 to 2010, Ms. Medero was a member of the CFTC Global Markets Advisory Committee and she has been actively involved in financial industry associations, serving as Chair of the Steering Committee of the SIFMA (Securities Industry and Financial Markets Association) Asset Management Group (2016-2018) and Chair of the CTA (Commodity Trading Advisor), CPO (Commodity Pool Operator) and Futures Committee of the Managed Funds Association (2010-2012). Ms. Medero also chaired the Corporations, Antitrust and Securities Practice Group of The Federalist Society for Law and Public Policy (from 2010 to 2022 and from 2000 to 2002). In addition, since 2019, she has been a member of the Board of Directors of the Baltic-American Freedom Foundation, which seeks to provide opportunities for citizens of the Baltic states to gain education and professional development through exchanges in the United States. Ms. Medero received a B.A. degree from St. Lawrence University in 1975 and a J.D. degree from the National Law Center, George Washington University (currently known as George Washington University Law School) in 1978. Ms. Medero joined the Board in 2021.

Albin F. Moschner

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

John K. Nelson

Mr. Nelson is on the Board of Directors of Core12, LLC. (since 2008), a private firm which develops branding, marketing, and communications strategies for clients. Mr. Nelson has extensive experience in global banking and markets, having served in several senior executive

 

28

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

Matthew Thornton III

Mr. Thornton has over 40 years of broad leadership and operating experience from his career with FedEx Corporation (“FedEx”), which, through its portfolio of companies, provides transportation, e-commerce and business services. In November 2019, Mr. Thornton retired as Executive Vice President and Chief Operating Officer of FedEx Freight Corporation (FedEx Freight), a subsidiary of FedEx, where, from May 2018 until his retirement, he had been responsible for day-to-day operations, strategic guidance, modernization of freight operations and delivering innovative customer solutions. From September 2006 to May 2018, Mr. Thornton served as Senior Vice President, U.S. Operations at Federal Express Corporation (FedEx Express), a subsidiary of FedEx. Prior to September 2006, Mr. Thornton held a range of positions of increasing responsibility with FedEx, including various management positions. In addition, Mr. Thornton currently (since 2014) serves on the Board of Directors of The Sherwin-Williams Company, where he is a member of the Audit Committee and the Nominating and Corporate Governance Committee, and the Board of Directors of Crown Castle International (since 2020), where he is a member of the Strategy Committee and the Compensation Committee. Formerly (2012-2018), he was a member of the Board of Directors of Safe Kids Worldwide®, a non-profit organization dedicated to the prevention of childhood injuries. Mr. Thornton is a member (since 2014) of the Executive Leadership Council (ELC), the nation’s premier organization of global black senior executives. He is also a member of the National Association of Corporate Directors (NACD). Mr. Thornton has been recognized by Black Enterprise on its 2017 list of the Most Powerful Executives in Corporate America and by Ebony on its 2016 Power 100 list of the world’s most influential and inspiring African Americans. Mr. Thornton received a B.B.A. degree from the University of Memphis in 1980 and an M.B.A. from the University of Tennessee in 2001. Mr. Thornton joined the Board in 2020.

Terence J. Toth

Mr. Toth, the Nuveen Funds’ Independent Chair, was a Co-Founding Partner of Promus Capital (2008-2017). From 2012 to 2021, he was a Director of Quality Control Corporation, from 2008 to 2013, he was a Director of Legal & General Investment Management America, Inc. From

 

29

2004 to 2007, he was Chief Executive Officer and President of Northern Trust Global Investments, and Executive Vice President of Quantitative Management & Securities Lending from 2000 to 2004. He also formerly served on the Board of the Northern Trust Mutual Funds. He joined Northern Trust in 1994 after serving as Managing Director and Head of Global Securities Lending at Bankers Trust (1986 to 1994) and Head of Government Trading and Cash Collateral Investment at Northern Trust from 1982 to 1986. He currently serves as Chair of the Board of the Kehrein Center for the Arts (since 2021) and is on the Board of Catalyst Schools of Chicago since 2008. He is on the Mather Foundation Board since 2012 and was Chair of its Investment Committee from 2017 to 2022 and previously served as a Director of LogicMark LLC (2012-2016) and of Fulcrum IT Service LLC (2010-2019). Mr. Toth graduated with a Bachelor of Science degree from the University of Illinois, and received his MBA from New York University. In 2005, he graduated from the CEO Perspectives Program at Northwestern University. Mr. Toth joined the Board in 2008.

Margaret L. Wolff

Ms. Wolff retired from Skadden, Arps, Slate, Meagher & Flom LLP in 2014 after more than 30 years of providing client service in the Mergers & Acquisitions Group. During her legal career, Ms. Wolff devoted significant time to advising boards and senior management on U.S. and international corporate, securities, regulatory and strategic matters, including governance, shareholder, fiduciary, operational and management issues. Ms. Wolff has been a trustee of New York-Presbyterian Hospital since 2005 and, since 2004, she has served as a trustee of The John A. Hartford Foundation (a philanthropy dedicated to improving the care of older adults) where she formerly served as Chair from 2015 to 2022. From 2013 to 2017, she was a Board member of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each of which is a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.). From 2005 to 2015, she was a trustee of Mt. Holyoke College and served as Vice Chair of the Board from 2011 to 2015. Ms. Wolff received her Bachelor of Arts from Mt. Holyoke College and her Juris Doctor from Case Western Reserve University School of Law. Ms. Wolff joined the Board in 2016.

Robert L. Young

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

 

30

he was employed from 1985 to 1996. During his tenure there, he actively participated in creating, and ultimately led, the firm’s midwestern mutual fund practice. Mr. Young holds a Bachelor of Business Administration degree in Accounting from the University of Dayton and, from 2008 to 2011, he served on the Investment Committee of its Board of Trustees. Mr. Young joined the Board in 2017.

Board Member Terms. For each Fund, shareholders will be asked to elect Board Members as each Board Member’s term expires, and with respect to Board Members elected by holders of common shares, such Board Members shall be elected for a term generally 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.

 

31

The Officers

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

 

       
Name, Address
and Year of Birth		   Position(s)
Held
with Fund		   Term of
Office and
Length of
Time
Served(1)		   Principal Occupation(s)
During Past 5 Years(2)
David J. Lamb
333 West Wacker Drive
Chicago, IL 60606
1963		   Chief Administrative Officer   Term: Indefinite Length of Service: Since 2015   Managing Director of Nuveen Fund Advisors, LLC (since 2019); Senior Managing Director (since 2021), formerly, Managing Director (2020-2021) of Nuveen Securities, LLC; Senior Managing Director (since 2021), formerly, Managing Director (2017-2021), Senior Vice President (2006-2017) of Nuveen.

Brett E. Black

333 West Wacker Drive

Chicago, IL 60606

1972

   Vice President and Chief Compliance Officer   Term: Indefinite Length of Service: Since 2022   Managing Director of Nuveen (since 2022); formerly, Vice President (2014-2022), Chief Compliance Officer (2017-2022), Deputy Chief Compliance Officer (2014-2017) of BMO Funds, Inc.

Mark J. Czarniecki

901 Marquette Avenue

Minneapolis, MN 55402

1979

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

 

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)

Diana R. Gonzalez

8500 Andrew Carnegie Blvd.

Charlotte, NC 28262

1978

   Vice President and Assistant Secretary   Term: Indefinite Length of Service: Since 2017   Vice President and Assistant Secretary of Nuveen Fund Advisors (since 2017); Vice President, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2022); Vice President and Associate General Counsel of Nuveen (since 2017); formerly, Associate General Counsel of Jackson National Asset Management (2012-2017).

Nathaniel T. Jones

333 West Wacker Drive

Chicago, IL 60606

1979

   Vice President and Treasurer   Term: Indefinite Length of Service: Since 2016   Senior Managing Director (since 2021), formerly, Managing Director (2017-2021), Senior Vice President (2016-2017) of Nuveen; Managing Director (since 2015) of Nuveen Fund Advisors, LLC; Chartered Financial Analyst.

Tina M. Lazar

333 West Wacker Drive

Chicago, IL 60606

1961

   Vice President   Term: Indefinite Length of Service: Since 2002   Managing Director (since 2017), formerly, Senior Vice President (2014-2017) of Nuveen Securities, LLC.

Brian J. Lockhart

333 West Wacker Drive

Chicago, IL 60606

1974

   Vice President  

Term: Indefinite

Length of Service: Since 2019

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

 

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)

John M. McCann

8500 Andrew Carnegie Blvd.

Charlotte, NC 28262

1975

   Vice President and Assistant Secretary  

Term: Indefinite

Length of Service: Since 2022

   Managing Director (since 2021), General Counsel and Secretary (since 2023), formerly, Assistant Secretary (2021-2023), of Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC (since 2021); Managing Director (since 2021) and Assistant Secretary (since 2016) of TIAA SMA Strategies LLC; Managing Director (since 2019), formerly, Vice President and Director, Associate General Counsel and Assistant Secretary of the College Retirement Equities Fund, TIAA Separate Account VA-1, TIAA-CREF Funds and TIAA-CREF Life Funds; Managing Director (since 2018), formerly, Vice President and Director, Associate General Counsel and Assistant Secretary of Teachers Insurance and Annuity Association of America, Teacher Advisors LLC and TIAA-CREF Investment Management, LLC; Vice President (since 2017), Associate General Counsel and Assistant Secretary (since 2011) of Nuveen Alternative Advisors LLC; General Counsel and Assistant Secretary of Covariance Capital Management, Inc. (2014-2017).

 

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)

Kevin J. McCarthy

333 West Wacker Drive

Chicago, IL 60606

1966

   Vice President and Assistant Secretary  

Term: Indefinite

Length of Service: Since 2007

   Executive Vice President (since 2022) and Secretary and General Counsel (since 2016) of Nuveen Investments, Inc., formerly, Senior Managing Director (2017-2022); Executive Vice President (since 2023) and Assistant Secretary (since 2008) of Nuveen Securities, LLC, formerly Senior Managing Director (2017-2023); Executive Vice President and Assistant Secretary (since 2023) of Nuveen Fund Advisors, LLC, formerly, Senior Managing Director (2017-2023), Secretary (2016-2023) and Co-General Counsel (2011-2020); Executive Vice President (since 2023) and Secretary (since 2016) of Nuveen Asset Management, LLC, formerly, Senior Managing Director (2017-2023) and Associate General Counsel (2011-2020); formerly, Vice President (2007-2021) and Secretary (2016-2021), of NWQ Investment Management Company, LLC and Santa Barbara Asset Management, LLC; Vice President and Secretary of Winslow Capital Management, LLC (since 2010); Executive Vice President (since 2023) and Secretary (since 2016) of Nuveen Alternative Investments, LLC, formerly, Senior Managing Director (2017-2023).

 

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)

Jon Scott Meissner

8500 Andrew Carnegie Blvd.

Charlotte, NC 28262

1973

   Vice President and Assistant Secretary  

Term: Indefinite

Length of Service: Since 2019

   Managing Director, Mutual Fund Tax and Expense Administration (since 2022), formerly, Managing Director of Mutual Fund Tax and Financial Reporting groups (2017-2022) at Nuveen; Managing Director (since 2019) of Nuveen Fund Advisors, LLC; Managing Director (since 2021), formerly, Senior Director (2016-2021) of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director, Mutual Fund and Tax Expense Administration (since 2022), formerly, Senior Director Mutual Fund Taxation (2015-2022) to the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account VA-1 and the CREF Accounts; has held various positions with TIAA since 2004.
William A. Siffermann
333 West Wacker Drive
Chicago, IL 60606
1975		   Vice President  

Term: Indefinite

Length of Service: Since 2017

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

Trey S. Stenersen

8500 Andrew Carnegie Blvd. Charlotte, NC 28262

1965

   Vice President   Term: Indefinite Length of Service: Since 2022   Senior Managing Director of Teacher Advisors LLC and TIAA-CREF Investment Management, LLC (since 2018); Senior Managing Director (since 2019) and Chief Risk Officer (since 2022), formerly Head of Investment Risk Management (2017-2022) of Nuveen; Senior Managing Director (since 2018) of Nuveen Alternative Advisors LLC.

 

36

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

E. Scott Wickerham
8500 Andrew Carnegie Blvd.

Charlotte, NC 28262
1973

   Vice President and Controller  

Term: Indefinite

Length of Service: Since 2019

   Senior Managing Director, Head of Public Investment Finance at Nuveen (since 2019), formerly, Managing Director, Senior Managing Director (since 2019), of Nuveen Fund Advisors, LLC; Senior Managing Director (since 2022) of Nuveen Asset Management, LLC; Principal Financial Officer, Principal Accounting Officer and Treasurer (since 2017) of the TIAA-CREF Funds, the TIAA-CREF Life Funds, the TIAA Separate Account VA-1 and Principal Financial Officer, Principal Accounting Officer (since 2020) and Treasurer (since 2017) to the CREF Accounts; has held various positions with TIAA since 2006.
Mark L. Winget
333 West Wacker Drive
Chicago, IL 60606
1968		   Vice President and Secretary  

Term: Indefinite

Length of Service: Since 2008

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

Rachael Zufall

8500 Andrew Carnegie Blvd. Charlotte, NC 28262

1973

   Vice President and Assistant Secretary  

Term: Indefinite

Length of Service: Since 2022

   Managing Director and Assistant Secretary (since 2023) of Nuveen Fund Advisors, LLC; Managing Director (since 2017), Associate General Counsel and Assistant Secretary (since 2014) of the CREF Accounts, TIAA Separate Account VA-1, TIAA-CREF Funds and TIAA-CREF Life Funds; Managing Director (since 2017), Associate General Counsel and Assistant Secretary (since 2011) of Teacher Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director of Nuveen, LLC and of TIAA (since 2017).

 

(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 June 12, 2023.

 

37

Audit Committee Report

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

Albin F. Moschner

John K. Nelson, Chair

Margaret L. Wolff

Robert L. Young

 

38

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 Entitles		      Fund      Adviser and
Adviser Entitles		      Fund      Adviser and
Adviser Entitles		  
      Fiscal
Year
Ended
2021		      Fiscal
Year
Ended
2022		      Fiscal
Year
Ended
2021		      Fiscal
Year
Ended
2022		      Fiscal
Year
Ended
2021		      Fiscal
Year
Ended
2022		      Fiscal
Year
Ended
2021		      Fiscal
Year
Ended
2022		      Fiscal
Year
Ended
2021		      Fiscal
Year
Ended
2022		      Fiscal
Year
Ended
2021		      Fiscal
Year
Ended
2022		      Fiscal
Year
Ended
2021		      Fiscal
Year
Ended
2022		  

AMT-Free Credit Income

    $ 28,125      $ 31,580      $ 0      $ 37,500      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0  

AMT-Free Value

      35,855        26,220        19,250        0        0        0        0        0        0        0        0        0        0        0  

AMT-Free Quality Income

      34,125        37,620        42,000        2,500        0        0        0        0        0        0        0        0        0        0  

Dynamic Municipal

      31,355        29,940        5,500        8,000        0        0        0        0        0        0        0        0        0        0  

Credit Income

      28,125        26,580        0        7,408        0        0        0        0        0        0        0        0        0        0  

Municipal High Income

      34,056        37,750        5,500        8,000        0        0        0        0        0        0        0        0        0        0  

Municipal Income

      25,855        26,220        10,500        2,500        0        0        0        0        0        0        0        0        0        0  

Municipal Value

      25,855        26,220        0        0        0        0        0        0        0        0        0        0        0        0  

Quality Income

      34,125        37,620        5,750        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

     Audit Fees(1)      Audit Related Fees(2)      Tax Fees(3)      All Other Fees(4)  
     Fund      Fund      Adviser and
Adviser Entitles		      Fund      Adviser and
Adviser Entitles		      Fund      Adviser and
Adviser Entitles		  
      Fiscal
Year
Ended
2022		      Fiscal
Year
Ended
2023		      Fiscal
Year
Ended
2022		      Fiscal
Year
Ended
2023		      Fiscal
Year
Ended
2022		      Fiscal
Year
Ended
2023		      Fiscal
Year
Ended
2022		      Fiscal
Year
Ended
2023		      Fiscal
Year
Ended
2022		      Fiscal
Year
Ended
2023		      Fiscal
Year
Ended
2022		      Fiscal
Year
Ended
2023		      Fiscal
Year
Ended
2022		      Fiscal
Year
Ended
2023		  

California Select

    $ 26,740      $ 28,000      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0  

New York AMT-Free

      26,740        28,000        0        0        0        0        0        0        0        0        0        0        0        0  

New York Value

      29,370        32,000        3,500        0        0        0        0        0        0        0        0        0        0        0  

New York Quality Income

      26,740        28,000        0        0        0        0        0        0        0        0        0        0        0        0  

New York Select

      26,740        28,000        0        0        0        0        0        0        0        0        0        0        0        0  

Select Maturities

      23,130        28,000        0        0        0        0        0        0        0        0        0        0        0        0  

Select Tax-Free

      36,740        28,000        910        0        0        0        0        0        0        0        0        0        0        0  

Taxable Income

      30,300        33,000        0        2,600        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.

 

40

      Total Non-Audit Fees
Billed to Fund		      Total Non-Audit Fees
Billed to Adviser and
Adviser Entities
(Engagements Related
Directly to the Operations
and Financial Reporting
of Fund)		      Total Non-Audit Fees
Billed to Adviser and
Adviser Entities
(All Other Engagements)		      Total  
      Fiscal Year
Ended 2021		      Fiscal Year
Ended 2022		      Fiscal Year
Ended 2021		      Fiscal Year
Ended 2022		      Fiscal Year
Ended 2021		      Fiscal Year
Ended 2022		      Fiscal Year
Ended 2021		      Fiscal Year
Ended 2022		  

AMT-Free Credit Income

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

AMT-Free Value

      0        0        0        0        0        0        0        0  

AMT-Free Quality Income

      0        0        0        0        0        0        0        0  

Dynamic Municipal

      0        0        0        0        0        0        0        0  

Credit Income

      0        0        0        0        0        0        0        0  

Municipal High Income

      0        0        0        0        0        0        0        0  

Municipal Income

      0        0        0        0        0        0        0        0  

Municipal Value

      0        0        0        0        0        0        0        0  

Quality Income

      0        0        0        0        0        0        0        0  

 

      Total Non-Audit Fees
Billed to Fund		      Total Non-Audit Fees
Billed to Adviser and
Adviser Entities
(Engagements Related
Directly to the Operations
and Financial Reporting
of Fund)		      Total Non-Audit Fees
Billed to Adviser and
Adviser Entities
(All Other Engagements)		      Total  
      Fiscal Year
Ended 2022		      Fiscal Year
Ended 2023		      Fiscal Year
Ended 2022		      Fiscal Year
Ended 2023		      Fiscal Year
Ended 2022		      Fiscal Year
Ended 2023		      Fiscal Year
Ended 2022		      Fiscal Year
Ended 2023		  

California Select

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

New York AMT-Free

      0        0        0        0        0        0        0        0  

New York Value

      0        0        0        0        0        0        0        0  

New York Quality Income

      0        0        0        0        0        0        0        0  

New York Select

      0        0        0        0        0        0        0        0  

Select Maturities

      0        0        0        0        0        0        0        0  

Select Tax-Free

      0        0        0        0        0        0        0        0  

Taxable Income

      0        0        0        0        0        0        0        0  

 

41

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

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

Additional Information

Appointment of the Independent Registered Public Accounting Firm

The Board of each Fund has appointed KPMG LLP (“KPMG”) as independent registered public accounting firm to audit the books and records of the Fund for its current fiscal year. A representative of KPMG will be present at the Annual Meetings to make a statement, if such representative so desires, and to respond to shareholders’ questions. KPMG has informed each Fund that it has no direct or indirect material financial interest in the Funds, Nuveen, the Adviser or any other investment company sponsored by Nuveen.

Delinquent Section 16(a) Reports

Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require Board Members and officers, the Adviser, affiliated persons of the Adviser and persons who own more than 10% of a registered class of a Fund’s equity securities to file forms reporting their affiliation with that Fund and reports of ownership and changes in ownership of that Fund’s shares with the SEC and the NYSE or NASDAQ, as applicable. These persons and entities are required by SEC regulation to furnish the Funds with copies of all Section 16(a) forms they file. Based on a review of these forms furnished to each Fund, each Fund believes that its Board Members and officers, Adviser and affiliated persons of the Adviser have complied with all applicable Section 16(a) filing requirements during its last fiscal year, and complied with all applicable Section 16(a) filing requirements in the previous fiscal year.

Principal Shareholders

As of June 12, 2023, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as provided in Appendix B.

 

42

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 2023 annual meeting of shareholders for the Funds, shareholder proposals submitted pursuant to Rule 14a-8 under the 1934 Act must be received at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later than March 8, 2024. 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 April 7, 2024 and no later than April 22, 2024 for the Massachusetts Funds and no earlier than May 7, 2024 and no later than May 22, 2024 for the Minnesota Funds. Timely submission of a proposal does not mean that such proposal will be included in a proxy statement.

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

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

Shareholder Communications

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

Expenses of Proxy Solicitation

The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement and all other costs in connection with the solicitation of proxies will be paid by the

 

43

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 AMT-Free Credit Income, AMT-Free Value, AMT-Free Quality Income, Dynamic Municipal, Credit Income, Municipal High Income, Municipal Income, Municipal Value and Quality Income was October 31, 2022. The last fiscal year end for California Select, New York AMT-Free, New York Value, New York Quality Income and New York Select was February 28, 2023. The last fiscal year end for Select Maturities, Select Tax-Free and Taxable Income was March 31, 2023.

Shareholder Report Delivery

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

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on August 9, 2023:

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

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.

 

44

Additional Information About the Solicitation

On January 14, 2021, a shareholder of certain Nuveen closed-end funds (the “Subject Funds”) filed a civil complaint in the U.S. District Court for the Southern District of New York (the “District Court”) against the Subject Funds and their trustees, seeking a declaration that the Subject Funds’ Control Share Provision violates the 1940 Act and rescission of the Subject Fund’s Control Share Provision. On February 18, 2022, the District Court granted summary judgment in favor of the plaintiff on its claims for rescission and declaratory judgment. Following careful review of the judgment of the District Court, on February 24, 2022, the Board of Trustees amended the by-laws of the Subject Funds and all other Nuveen closed-end funds whose by-laws include a Control Share Provision, including the Funds included in this Joint Proxy Statement, to provide that the Control Share Provision shall be of no force and effect for so long as the judgment of the District Court is effective and that if the judgment of the District Court is reversed, overturned, vacated, stayed, or otherwise nullified, the Control Share Provision will be automatically reinstated and apply to any beneficial owner of common shares acquired in a Control Share Acquisition, regardless of whether such Control Share Acquisition occurs before or after such reinstatement, for the duration of the stay or upon issuance of the mandate reversing, overturning, vacating or otherwise nullifying the judgment of the District Court. As a result, the Funds’ Control Share Provision will not be in effect with respect to this meeting. The judgment of the District Court is currently being appealed to the U.S. Court of Appeals for the Second Circuit.

General

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

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

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

 

45

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

July 6, 2023

 

46

APPENDIX A

Beneficial Ownership

The following table lists the dollar range of equity securities beneficially owned by each Board Member/nominee in each Fund and in all Nuveen funds overseen by the Board Member/nominee as of May 31, 2023. The information as to beneficial ownership is based on statements furnished by each Board Member/nominee.

 

     Dollar Range of Equity Securities
Board Members/Nominees   AMT-Free
Credit Income		   AMT-Free
Value		   AMT-Free
Quality Income		   California
Select		   Dynamic
Municipal		   Credit Income   Municipal High
Income		   Municipal
Income		   Municipal
Value		   New York
AMT-Free		   New York
Value

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

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

 

A-1

     Dollar Range of Equity Securities
Board Members/Nominees   New York
Quality
Income		   New York
Select		   Quality
Income		   Select
Maturities		   Select
Tax-Free		   Taxable
Income		   Aggregate Range of Equity Securities in All
Registered Investment Companies
Overseen in Family of
Investment Companies(1)

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

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

 

(1)

The amounts reflect the aggregate dollar range of equity securities of the number of shares beneficially owned by the Board Member/nominee in the Funds and in all Nuveen funds overseen by each Board Member/nominee.

 

A-2

The following table sets forth, for each Board Member/nominee and for the Board Member/nominees and officers as a group, the amount of shares beneficially owned in each Fund as of May 31, 2023. 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   AMT-Free
Credit Income		   AMT-Free
Value		   AMT-Free
Quality Income		   California
Select		   Dynamic
Municipal		   Credit
Income		   Municipal
High Income		   Municipal
Income		   Municipal
Value		   New York
AMT-Free

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

Jack B. Evans   0   0   0   0   0   0   0   0   0   0
William C. Hunter   0   0   0   0   0   0   0   0   0   0
Amy B. R. Lancellotta   0   0   0   0   0   0   0   0   0   0
Joanne T. Medero   0   0   0   0   0   0   0   0   0   0
Albin F. Moschner   0   0   0   0   0   0   0   0   0   0
John K. Nelson   0   0   0   0   0   0   0   0   0   0
Matthew Thornton III   0   0   0   0   0   0   0   0   0   0
Terence J. Toth   1,277   0   0   0   0   3,450   4,208   0   0   0
Margaret L. Wolff   0   0   0   0   0   0   0   0   0   0
Robert L. Young   0   0   0   0   0   0   0   0   0   0

All Board Members/Nominees and Officers as a Group

   1,277   0   400   0   0   9,450   4,614   0   0   0

 

     Fund Shares Owned By Board Members And Officers(1)
Board Members/Nominees   New York
Value		   New York
Quality Income		   New York
Select		   Quality
Income		   Select
Maturities		   Select
Tax-Free		   Taxable
Income

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

Jack B. Evans   0   0   0   0   0   0   0
William C. Hunter   0   0   0   0   0   0   0
Amy B. R. Lancellotta   0   0   0   0   0   0   0
Joanne T. Medero   0   0   0   0   0   0   0
Albin F. Moschner   0   0   0   0   0   0   0
John K. Nelson   0   0   0   0   0   0   0
Matthew Thornton III   0   0   0   0   0   0   0
Terence J. Toth   0   0   0   0   0   0   0
Margaret L. Wolff   0   0   0   0   0   0   0
Robert L. Young   0   0   0   0   0   0   0

All Board Members/Nominees and Officers as a Group

   0   0   0   1,216   0   0   432

 

(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 Proxy Statement.

 

A-3

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 June 12, 2023*:

 

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

AMT-Free Value — Common Shares

  

1607 Capital Partners, LLC

13 S. 13th Street, Suite 400

Richmond Virginia 23219

     1,450,755       8.1 % 
 

Karpus Investment Management

183 Sully’s Trail,

Pittsford, New York 14534

     1,125,160       6.27 % 

AMT-Free Quality Income —
AMTP Shares (Series 2028-1)

  

Wells Fargo Bank, NA(a)

420 Montgomery Street

San Francisco, California 94104

 

Wells Fargo Municipal Capital Strategies, LLC(a)

375 Park Avenue

New York, New York 10152

     1,730       100 % 

Municipal High Income —
AMTP Shares (Series 2028)

  

Bank of America Corporation(b)

100 North Tryon Street

Charlotte, North Carolina 28255

 

Banc of America Preferred Funding Corporation(b)

214 North Tryon Street

Charlotte, North Carolina 28255

     870       100 % 

Municipal High Income —
AMTP Shares (Series 2031)

  

Wells Fargo & Company(c)

420 Montgomery Street

San Francisco, California 94104

 

Wells Fargo Municipal Capital Strategies, LLC(c)

30 Hudson Yards

New York, NY 10001

     1,700       100 % 

Municipal High Income —
AMTP Shares (Series 2032)

  

Bank of America Corporation(b)

100 North Tryon Street

Charlotte, North Carolina 28255

 

Banc of America Preferred Funding Corporation(b)

214 North Tryon Street

Charlotte, North Carolina 28255

     1,000       100 % 

Municipal Income — Common Shares

  

1607 Capital Partners, LLC

13 S. 13th Street, Suite 400

Richmond Virginia 23219

     836,985       8.3 % 

New York AMT-Free — Common Shares

  

Karpus Investment Management

183 Sully’s Trail

Pittsford, New York 14534

     14,100,982       16.16 % 

 

B-1

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

New York Quality Income –
AMTP Shares (Series 2028)

  

Bank of America Corporation(b)

100 North Tryon Street

Charlotte, North Carolina 28255

 

Banc of America Preferred Funding Corporation(b)

214 North Tryon Street

Charlotte, North Carolina 28255

     1,270       100 % 

New York Select – Common Shares

  

1607 Capital Partners, LLC

13 S. 13th Street, Suite 400

Richmond Virginia 23219

     367,118       9.4 % 

Quality Income – AMTP Shares (Series 2028)

  

Bank of America Corporation(b)

100 North Tryon Street

Charlotte, North Carolina 28255

 

Banc of America Preferred Funding Corporation(b)

214 North Tryon Street

Charlotte, North Carolina 28255

     3,370       100 % 

Quality Income – AMTP Shares
(Series 2028-1)

  

Bank of America Corporation(b)

100 North Tryon Street

Charlotte, North Carolina 28255

 

Banc of America Preferred Funding Corporation(b)

214 North Tryon Street

Charlotte, North Carolina 28255

     2,085       100 % 

Quality Income – AMTP Shares
(Series 2028-2)

  

Bank of America Corporation(b)

100 North Tryon Street

Charlotte, North Carolina 28255

 

Banc of America Preferred Funding Corporation(b)

214 North Tryon Street

Charlotte, North Carolina 28255

     1,820       100 % 

Select Maturities– Common Shares

  

1607 Capital Partners, LLC

13 S. 13th Street, Suite 400

Richmond Virginia 23219

     974,775       7.8 % 
 

Morgan Stanley(d)

Morgan Stanley Smith Barney LLC(d)

1585 Broadway

New York, New York 10036

     743,551       6.0 % 

 

* 

The information contained in this table is based on Schedule 13D and 13G filings made on or before June 12, 2023.

 

(a)

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

 

(b)

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

 

B-2

(c)

Wells Fargo & Company filed Schedule 13G on its own behalf and on behalf of its subsidiariy, Wells Fargo Municipal Capital Strategies, LLC. Aggregate beneficial ownership reported by Wells Fargo & Company is on a consolidated basis and includes any beneficial ownership separately reported by the subsidiary.

 

(d)

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

VRDP Shares are designed to be eligible for purchase by money market funds. Information with respect to aggregate holdings of these VRDP Shares associated with fund complexes identified by the remarketing agents as holding greater than 5% of the outstanding VRDP Shares of a Fund, including the number of VRDP Shares associated with the fund complex and percentage of total outstanding, is as follows: AMT-Free Credit Income (Series 1): Schwab (584 shares (32.63%)), Morgan Stanley (124 shares (6.93%)), Vanguard (1,082 shares (60.45%)); AMT-Free Credit Income (Series 2): Federated (930 shares (31.48%)), Vanguard (2,024 shares (68.52%)); AMT-Free Credit Income (Series 4): Schwab (130 shares (7.22%)), Federated (1,400 shares (77.78%)), Vanguard (270 shares (15.00%)); AMT-Free Credit Income (Series 5): Schwab (1,323 shares (44.77%)), Federated (356 shares (12.05%)), JP Morgan (1,276 shares (43.18%)); AMT-Free Credit Income (Series 6): JP Morgan (1,570 shares (54.76%)), Vanguard (1,297 shares (45.24%)); AMT-Free Quality Income (Series 1): Vanguard (2,190 shares (100%)); AMT-Free Quality Income (Series 3): Schwab (400 shares (11.40%)), Federated (90 shares (2.56%)), JP Morgan (1,785 shares (50.87%)), Vanguard (1,234 shares (35.17%)); AMT-Free Quality Income (Series 4): Schwab (3,218 shares (65.74%)), Federated (693 shares (14.16%)), JP Morgan (744 shares (15.20%)), Morgan Stanley (240 shares (4.90%)); AMT-Free Quality Income (Series 5): Schwab (250 shares (25.00%)), Federated (200 shares (20.00%)), JP Morgan (50 shares (5.00%)), Vanguard (500 shares (50.00%)); Credit Income (Series 1): Wells Fargo (2,688 shares (100%)); Credit Income (Series 2): Banc of America (2,622 shares (100%)); Credit Income (Series 3): Vanguard (1,460 shares (100%)); New York AMT-Free (Series 1): BlackRock (102 shares (9.08%)), Schwab (435 shares (38.74%)), Federated (400 shares (35.62%)), JP Morgan (186 shares (16.56%)); New York AMT-Free (Series 2): Federated (491 shares (36.42%)), JP Morgan (404 shares (29.97%)), Vanguard (453 shares (33.61%)); New York AMT-Free (Series 3): BlackRock (25 shares (1.55%)), Schwab (190 shares (11.75%)), JP Morgan (432 shares (26.72%)), Vanguard (970 shares (59.99%)); New York AMT-Free (Series 5): BlackRock (300 shares (17.14%)), Schwab (613 shares (35.03%)), JP Morgan (400 shares (22.86%)), Vanguard (437 shares (24.97%)); New York Quality Income (Series 1): JP Morgan (205 shares (23.03%)), Vanguard (685 shares (76.97%)); Quality Income (Series 1): Allspring (70 shares (2.96%)), Schwab (1,782 shares (75.25%)), JP Morgan (516 shares (21.79%)); Quality Income (Series 2): Schwab (956 shares (35.74%)), JP Morgan (1,719 shares (64.26%)).

MFP Shares are designed to be eligible for purchase by institutional investors. With confirmation of the holders of each series of MFP Shares, information with respect to aggregate holdings of MFP Shares associated with shareholders (number of MFP Shares and percentage of total outstanding) is as follows: AMT-Free Credit Income (Series A): Wells Fargo (674 shares (100%)); AMT-Free Credit Income (Series B): Barclays (40,000 shares (20.00%)), Federated (32,000 shares (16.00%)), Invesco (5,750 shares (2.88%)); Morgan Stanley (5,000 shares (2.50%)), Neuberger Berman (6,608 shares (3.30%)), Vanguard (110,375 shares (55.19%)); AMT-Free Credit Income (Series C): Allspring (2,000 shares (0.80%)); Baird (1,000 shares (0.40%)), Deutsche Bank (1,800 shares (0.72%)), Federated (20,200 shares (8.08%)), Vanguard (225,000 shares (90.00%)); AMT-Free Quality Income (Series A): Banc of America (1,350 shares (100%)); AMT-Free Quality Income (Series B): Wells Fargo (3,350 shares (100%));

 

B-3

AMT-Free Quality Income (Series C): Schwab (773 shares (32.48%)), Vanguard (1,507 shares (63.32%)), Wells Fargo (100 shares (4.20%)); AMT-Free Quality Income (Series D): Allspring (7,000 shares (2.12%)), Barclays (3,495 shares (1.06%)), Federated (37,575 shares (11.36%)), Invesco (34,870 shares (10.54%)), Mackay (10,600 shares (3.20%)), Neuberger Berman (14,710 shares (4,45%)), Vanguard (221,480 shares (66.93%)); Dynamic Municipal (Series A): Toronto Dominion (2,400 shares (100%)); Credit Income (Series A): Toronto Dominion (1,500 shares (100%)); Credit Income (Series B): Toronto Dominion (1,550 shares (100%)); Credit Income (Series C): JP Morgan (3,360 shares (100%)); New York AMT-Free (Series A): Allspring (208 shares (26.00%)), Federated (49 shares (6.13%)); Morgan Stanley (50 shares (6.25%)), Vanguard (493 shares (61.63%)); Quality Income (Series A): Wells Fargo (6,070 shares (100%)); Quality Income (Series B): Banc of America (720 shares (100%)).

 

B-4

APPENDIX C

NUMBER OF BOARD AND COMMITTEE MEETINGS

HELD DURING EACH FUND’S LAST FISCAL YEAR

 

Fund    Regular
Board
Meeting		      Special
Board
Meeting		      Executive
Committee
Meeting		      Dividend
Committee
Meeting		      Compliance, Risk
Management
and Regulatory
Oversight
Committee
Meeting		      Audit
Committee
Meeting		      Nominating
and
Governance
Committee
Meeting		      Investment
Committee
Meeting		      Closed-
End Funds
Committee		  
AMT-Free Credit Income      5        11        1        7        4        4        6        0        4  
AMT-Free Value      5        11        0        7        4        4        6        0        4  
AMT-Free Quality Income      5        11        1        7        4        4        6        0        4  
California Select      5        10        0        6        4        4        7        1        4  
Dynamic Municipal      5        11        1        7        4        4        6        0        4  
Credit Income      5        11        0        7        4        4        6        0        4  
Municipal High Income      5        11        1        7        4        4        6        0        4  
Municipal Income      5        11        0        7        4        4        6        0        4  
Municipal Value      5        11        0        7        4        4        6        0        4  
New York AMT-Free      5        10        1        6        4        4        7        1        4  
New York Value      5        10        0        6        4        4        7        1        4  
New York Quality Income      5        10        1        6        4        4        7        1        4  
New York Select      5        10        0        6        4        4        7        1        4  
Quality Income      5        11        1        7        4        4        6        0        4  
Select Maturities      5        10        0        7        4        4        7        1        4  
Select Tax-Free      5        10        0        7        4        4        7        1        4  
Taxable Income      5        10        0        7        4        4        7        1        4  

 

C-1

 

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Nuveen

333 West Wacker Drive

Chicago, IL 60606-1286

(800) 257-8787

 

www.nuveen.com    NVG 0823

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PO Box 43131 Providence, RI 02940-3131 EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE AT THE VIRTUAL MEETING at the following Website: www.meetnow.global/M6HGXQA on August 9, 2023 at 8:30 a.m. Eastern Time. To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. FUNDS    FUNDS FUNDS Nuveen AMT-Free Municipal Credit Income Fund    Nuveen AMT-Free Municipal Value Fund Nuveen AMT-Free Quality Municipal Income Fund Nuveen California Select Tax-Free Income Portfolio    Nuveen Dynamic Municipal Opportunities Fund Nuveen Municipal Credit Income Fund Nuveen Municipal High Income Opportunity Fund    Nuveen Municipal Income Fund, Inc. Nuveen Municipal Value Fund, Inc. Nuveen New York AMT-Free Quality Municipal Income Fund    Nuveen New York Municipal Value Fund Nuveen New York Quality Municipal Income Fund Nuveen New York Select Tax-Free Income Portfolio    Nuveen Quality Municipal Income Fund Nuveen Select Maturities Municipal Fund Nuveen Select Tax-Free Income Portfolio    Nuveen Taxable Municipal Income Fund [GRAPHIC APPEARS HERE]NUVEEN FUNDS THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR AN ANNUAL MEETING OF SHAREHOLDERS, AUGUST 9, 2023 COMMON SHARES The Annual Meeting of Shareholders will be held Wednesday, August 9, 2023 at 8:30 a.m. Eastern time virtually at the following Website: www.meetnow.global/M6HGXQA. At this meeting, you will be asked to vote on the election of board members as described in the proxy statement attached. The undersigned, revoking previous proxies, hereby appoints Kevin J. McCarthy, John M. McCann and Mark L. Winget, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Annual Meeting of Shareholders to be held on Wednesday, August 9, 2023, or any adjournment(s) or postponement(s) thereof. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournment or postponement thereof. Receipt of the Notice of the Annual Meeting of Shareholders and the accompanying Joint Proxy Statement is hereby acknowledged. The shares of the Fund(s) represented hereby will be voted as indicated or FOR the proposal if no choice is indicated. WHETHER OR NOT YOU PLAN TO PARTICIPATE IN THE VIRTUAL MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE AT 1-800-337-3503 OR OVER THE INTERNET (www.proxy-direct.com). VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 [GRAPHIC APPEARS HERE][GRAPHIC APPEARS HERE] NUV_33389_062023 PLEASE SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. [GRAPHIC APPEARS HERE]xxxxxxxxxxxxxx                code

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THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS. In their discretion, the proxy holders are authorized to vote upon such other matters as may properly come before the Annual Meeting or any adjournment(s)/postponement(s) thereof. Properly executed proxies will be voted as specified. If no other specification is made, such shares will be voted “FOR” the proposal(s). TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X Proposals 1a. Election of Board Members: To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided. Class I * and Class III **: 01. Amy B.R. Lancellotta* 02.John K. Nelson*03.Terence J. Toth* 04.Robert L. Young** FOR WITHHOLD FOR ALL ALL ALL EXCEPT 01 Nuveen Municipal Income Fund, Inc. ☐ ☐ ☐ 1b. Election of Board Members: To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided. Class I * and Class II **: 01. Amy B.R. Lancellotta** 02.John K. Nelson**03.Terence J. Toth** 04.Robert L. Young* FOR WITHHOLD FOR ALL ALL ALL EXCEPT 01 Nuveen AMT-Free Municipal Value Fund ☐ ☐ ☐ 02 Nuveen California Select Tax-Free Income Portfolio ☐ ☐ ☐ 03 Nuveen Municipal Value Fund, Inc. ☐ ☐ ☐ 04 Nuveen New York Municipal Value Fund ☐ ☐ ☐ 05 Nuveen New York Select Tax-Free Income Portfolio ☐ ☐ ☐ 06 Nuveen Select Maturities Municipal Fund ☐ ☐ ☐ 07 Nuveen Select Tax-Free Income Portfolio ☐ ☐ ☐ 08 Nuveen Taxable Municipal Income Fund ☐ ☐ ☐ 1c. Election of Board Members: To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided. Class I * and Class II **: 01. Amy B.R. Lancellotta** 02.John K. Nelson**03.Terence J. Toth** 04.Robert L. Young* FOR WITHHOLD FOR ALL ALL ALL EXCEPT 01 Nuveen AMT-Free Municipal Credit Income Fund ☐ ☐ ☐ 02 Nuveen AMT-Free Quality Municipal Income Fund ☐ ☐ ☐ 03 Nuveen Dynamic Municipal Opportunities Fund ☐ ☐ ☐ 04 Nuveen Municipal Credit Income Fund ☐ ☐ ☐ 05 Nuveen Municipal High Income Opportunity Fund ☐ ☐ ☐ 06 Nuveen New York AMT-Free Quality Municipal Income Fund ☐ ☐ ☐ 07 Nuveen New York Quality Municipal Income Fund ☐ ☐ ☐ 08 Nuveen Quality Municipal Income Fund ☐ ☐ ☐ IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS for the Annual Meeting of Shareholders on August 9, 2023. The Joint Proxy Statement for this meeting is available at: http://www.nuveenproxy.com/Closed-End-Fund-Proxy-Information/ [GRAPHIC APPEARS HERE] Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx NUV 33389 xxxxxxxx 

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