As
filed with the U.S. Securities and Exchange Commission on October 11, 2024
Securities
Act Registration No. 333-[__]
Investment
Company Registration No. 811-21212
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM N-2
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Registration Statement under the Securities
Act of 1933: |
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. |
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and
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Registration Statement under the Investment
Company Act of 1940: |
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Amendment No. 16 |
Nuveen California AMT-Free Quality Municipal Income Fund
Exact Name of Registrant as Specified in the Declaration of Trust
333
West Wacker Drive Chicago, Illinois 60606
Address
of Principal Executive Offices (Number, Street, City, State, Zip Code)
(800) 257-8787
Registrant’s
Telephone Number, including Area Code
Mark
L. Winget
Vice
President and Secretary
333
West Wacker Drive
Chicago,
Illinois 60606
Name
and Address (Number, Street, City, State, Zip Code) of Agent for Service
Copies
of Communications to:
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| Eric S. Purple, Esquire |
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Joel D. Corriero, Esquire |
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Eric F. Fess |
Stradley
Ronon Stevens & Young, LLP
2000
K Street, N.W., Suite 700
Washington,
D.C. 20006 |
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Stradley
Ronon Stevens & Young, LLP
2005
Market Street, Suite 2600
Philadelphia,
Pennsylvania 19103 |
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Chapman
and Cutler LLP
111
West Monroe Chicago,
Illinois 60603 |
Approximate
Date of Commencement of Proposed Public Offering:
From
time to time after the effective date of this Registration Statement.
☐
Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.
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Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415
under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment
plan.
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Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
☐
Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
☐
Check box if this Form is a post-effective amendment to a registration statement filed pursuant
to General Instruction B to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act.
It
is proposed that this filing will become effective (check appropriate box)
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when declared effective pursuant to Section 8(c) of the Securities Act.
If
appropriate, check the following box:
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This [post-effective] amendment designates a new effective date for a previously filed [post-effective] amendment [registration statement].
☐
This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
and the Securities Act registration statement number of the earlier effective registration statement for the same offering
is: .
☐
This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement
number of the earlier effective registration statement for the same offering is: .
☐
This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement
number of the earlier effective registration statement for the same offering is: .
Check
each box that appropriately characterizes the Registrant:
☒
Registered Closed-End Fund (closed-end company that is registered under the Investment Company
Act of 1940 (“Investment Company Act”)).
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Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under
the Investment Company Act).
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Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic
repurchase offers under Rule 23c-3 under the Investment Company Act).
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A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
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Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
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Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).
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If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of Securities Act.
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New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment that specifically states that the Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as
the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
The
information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the U.S. Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and
is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED October 11, 2024
BASE PROSPECTUS
[__]
Common Shares
Preferred
Shares
Rights to Purchase Common Shares
Nuveen California AMT-Free Quality Municipal Income Fund
The
Offering. Nuveen California AMT-Free Quality Municipal Income Fund (the “Fund”) is offering, on an immediate, continuous
or delayed basis, in one or more offerings, up to [ ] common shares (“Common
Shares”), preferred shares (“Preferred Shares”), and/or subscription rights to purchase Common Shares (“Rights,”
and collectively with Common Shares and Preferred Shares, “Securities”), in any combination. The Fund may offer and sell such
Securities directly to one or more purchasers, to or through underwriters, through dealers or agents that the Fund designates from time
to time, or through a combination of these methods. The prospectus supplement relating to any offering of Securities will describe such
offering, including, as applicable, the names of any underwriters, dealers or agents and information regarding any applicable purchase
price, fee, commission or discount arrangements made with those underwriters, dealers or agents or the basis upon which such amount may
be calculated. The prospectus supplement relating to any Rights offering will set forth the number of Common Shares issuable upon the
exercise of each Right (or number of Rights) and the other terms of such Rights offering. For more information about the manners in which
the Fund may offer Securities, see “Plan of Distribution.”
The
Fund. The Fund is a diversified, closed-end management investment company. The Fund’s objectives are (i) to provide current income exempt from regular federal income tax, the federal alternative minimum tax applicable
to individuals and California income tax and (ii) to enhance portfolio value relative to the municipal bond market by investing
in tax-exempt municipal securities that the Fund’s investment adviser and/or the Fund’s sub-adviser believes are
underrated or undervalued or that represent municipal market sectors that are undervalued. There can be no
assurance that the Fund will achieve its investment objectives or that the Fund’s investment strategies will be
successful.
This
Prospectus, together with any related prospectus supplement, sets forth concisely information about the Fund that a prospective investor
should know before investing, and should be retained for future reference. Investing in Securities involves risks, including the risks
associated with the Fund’s use of leverage. You could lose some or all of your investment. You should consider carefully these risks
together with all of the other information in this Prospectus and any related prospectus supplement before making a decision to purchase
any of the Securities. See “Risk Factors” beginning on page 12.
Common
Shares are listed on the New York Stock Exchange (the “NYSE”). The trading or “ticker” symbol of the Common Shares
is “NKX.” The closing price of the Common Shares, as reported by the NYSE on [__], 2024, was [__]
per Common Share. The net asset value
of the Common Shares at the close of business on that same date was $[__]
per Common Share. Preferred Shares and/or
Rights issued by the Fund may also be listed on a securities exchange.
* * *
You
should read this Prospectus, together with any related prospectus supplement, which contains important information about the Fund, before
deciding whether to invest and retain it for future reference. A Statement of Additional Information, dated [__], 2024 (the “SAI”), containing additional information about the Fund has been filed with the U.S. Securities and Exchange
Commission (the “SEC”) and is incorporated by reference in its entirety into this Prospectus. You may request a free copy of
the SAI, the table of contents of which is on the last page of this Prospectus, annual and semi-annual reports to shareholders and other
information about the Fund and make shareholder inquiries by calling (800) 257-8787, by writing to the Fund at 333 West Wacker Drive,
Chicago, Illinois 60606 or from the Fund’s website (http://www.nuveen.com). The information contained in, or that can be accessed
through, the Fund’s website is not part of this Prospectus, except to the extent specifically incorporated by reference herein.
You also may obtain a copy of the SAI (and other information regarding the Fund) from the SEC’s web site (http://www.sec.gov).
The
date of this Prospectus is [__], 2024.
The
Securities do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution,
and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other governmental agency.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
You should rely only on the information contained or incorporated by reference into this Prospectus and any related prospectus supplement. The Fund has not
authorized anyone to provide you with different information. The Fund is not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this Prospectus and any related
prospectus supplement is accurate as of any date other than the dates on their covers. The Fund will update this Prospectus to reflect any material changes to the disclosures herein.
FORWARD-LOOKING STATEMENTS
Any projections, forecasts and estimates contained or incorporated by
reference herein are forward looking statements and are based upon certain assumptions. Projections, forecasts and estimates are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying any
projections, forecasts or estimates will not materialize or will vary significantly from actual results. Actual results may vary from any projections, forecasts and estimates and the variations may be material. Some important factors that could
cause actual results to differ materially from those in any forward looking statements include changes in interest rates, market, financial or legal uncertainties, including changes in tax law, and the timing and frequency of defaults on underlying
investments. Consequently, the inclusion of any projections, forecasts and estimates herein should not be regarded as a representation by the Fund or any of its affiliates or any other person or entity of the results that will actually be achieved
by the Fund. Neither the Fund nor its affiliates has any obligation to update or otherwise revise any projections, forecasts and estimates including any revisions to reflect changes in economic conditions or other circumstances arising after the
date hereof or to reflect the occurrence of unanticipated events, even if the underlying assumptions do not come to fruition. The Fund acknowledges that, notwithstanding the foregoing, the safe harbor for forward-looking statements under the Private
Securities Litigation Reform Act of 1995 does not apply to investment companies such as the Fund.
PROSPECTUS SUMMARY
This is only a summary. You should review the more detailed
information contained elsewhere in this Prospectus and any related prospectus supplement and in the Statement of Additional Information (the “SAI”).
| The Fund |
Nuveen California AMT-Free Quality Municipal Income Fund (the “Fund”) is a diversified, closed-end management investment company. See “The Fund.” The Fund’s common shares, $0.01 par value per
share (“Common Shares”), are traded on the New York Stock Exchange (the “NYSE”) under the symbol “NKX.” Preferred Shares and/or Rights issued by the Fund may also be listed on a securities exchange.
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The closing price of the Common Shares, as reported by the NYSE on [__], 2024,
was $[__]
per Common Share. The net asset value (“NAV”) of the Common Shares at the close of business on that same date
was $[__]
per Common Share. As of [__], 2024, the Fund had [__]
Common Shares outstanding and net assets applicable to Common Shares of $[__]. See “Description of Shares.” |
The
Offering |
The Fund may offer, from time to time, in one or more offerings, up to [ ] Common Shares, preferred shares
(“Preferred Shares”), and/or subscription rights to purchase Common Shares (“Rights,” and collectively
with Common Shares and Preferred Shares, “Securities”), in any combination, on terms to be determined at the time
of the offering. The Fund may offer and sell such Securities directly to one or more purchasers, to or through underwriters,
through dealers or agents that the Fund designates from time to time, or through a combination of these methods. The
prospectus supplement relating to any offering of Securities will describe such offering, including, as applicable, the names
of any underwriters, dealers or agents and information regarding any applicable purchase price, fee, commission or discount
arrangements made with those underwriters, dealers or agents or the basis upon which such amount may be calculated. For more
information about the manners in which the Fund may offer Securities, see “Plan of Distribution.” The prospectus
supplement relating to any Rights offering will set forth the number of Common Shares issuable upon the exercise of each
Right (or number of Rights) and the other terms of such Rights offering. The minimum price on any day at which the Common
Shares may be sold will not be less than the NAV per Common Share at the time of the offering plus the per share amount of
any underwriting commission or discount; provided that Rights offerings that meet certain conditions may be offered at a
price below the then current NAV. See “Rights Offerings.” |
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The
Fund may not sell any Securities through agents, underwriters or dealers without delivery, or deemed delivery,
of a prospectus, including the appropriate prospectus supplement, describing the method and terms of the
particular offering of such Securities. You should
read this Prospectus and the applicable prospectus supplement carefully before you invest in our Securities.
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Investment Objectives
and Policies |
Please refer to the section of the Fund’s most recent
annual report on Form N-CSR entitled “Shareholder Update—Current Investment Objectives, Investment Policies and Principal Risks
of the Funds—Investment Objectives” and “—Investment Policies,” as such investment objectives and investment
policies may be supplemented from time to time, which are incorporated by reference herein, for a discussion of the Fund’s investment
objectives and policies. |
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There can be no assurance that
such strategies will be successful. For a more complete discussion of the Fund’s portfolio composition and its corresponding risks,
see “The Fund’s Investments” and “Risk Factors.” |
Investment Adviser
|
Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors”), the Fund’s investment adviser, is responsible for overseeing
the Fund’s overall investment strategy and its implementation. Nuveen Fund Advisors offers advisory and investment management
services to a broad range of investment company clients. Nuveen Fund Advisors has overall responsibility for management of the
Fund, oversees the management of the Fund’s portfolio, manages the Fund’s business affairs and provides certain
clerical, bookkeeping and other administrative services. Nuveen Fund Advisors is located at 333 West Wacker Drive, Chicago, Illinois
60606. Nuveen Fund Advisors is an indirect subsidiary of Nuveen, LLC (“Nuveen”), 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. As of [__],
2024, Nuveen managed approximately $[__] trillion in assets, of which approximately $[__] billion was managed by Nuveen Fund
Advisors. |
Sub-Adviser |
Nuveen Asset Management, LLC (“Nuveen Asset Management”) serves as the Fund’s sub-adviser.
Nuveen Asset Management, a registered investment adviser, is a wholly-owned subsidiary of Nuveen Fund Advisors. Nuveen Asset Management
oversees the day-to-day investment operations of the Fund. |
Use
of Leverage |
The Fund uses leverage to pursue its investment
objectives. The Fund may use leverage to the extent permitted by the Investment Company Act of 1940, as amended (the “1940
Act”). The Fund may source leverage through a number of methods, including through issuing Preferred Shares of beneficial
interest, which have seniority over the Common Shares, borrowings, entering into reverse repurchase agreements (effectively a
borrowing). In addition, the Fund may also use other forms of leverage including, but not limited to, portfolio investments that
have the economic effect of leverage, such as by investing in residual interest certificates of tender option bond trusts, also called inverse floating rate securities. |
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Currently,
the Fund employs leverage through its outstanding Variable Rate Demand Preferred Shares (“VRDP Shares”) and MuniFund
Preferred Shares (“MFP Shares”), which have seniority over the Common Shares. The Fund also currently invests in
residual interest certificates of tender option bond trusts, also called inverse floating rate securities, that have the
economic effect of leverage because the Fund’s investment exposure to the underlying bonds held by the trust have
been effectively financed by the trust’s issuance of floating rate certificates. |
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Reverse repurchase agreements
involve the sale of securities held by the Fund with an agreement to repurchase the securities at an agreed-upon price, date and interest
payment. Selling a portfolio security and agreeing to buy it back under a reverse repurchase agreement is economically equivalent to
borrowing. |
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In pursuit of its investment
objectives, the Fund may reduce or increase the amount and type of leverage based upon changes
in market conditions and composition of the Fund’s holdings. The Fund’s
leverage ratio varies from time to time based upon such changes in the amount of leverage used and variations in the value of the Fund’s
holdings. So long as the net income received on the Fund’s investments purchased with leverage proceeds exceeds the then current
expense on any leverage, the investment of leverage proceeds will generate more net income than if the Fund had not used leverage. Under
these circumstances, the excess net income will be available to pay higher distributions to Common Shareholders. However, if the net
income received from the Fund’s portfolio investments purchased with leverage is less than the then current expense on outstanding
leverage, the Fund may be required to utilize other Fund assets to make expense payments on outstanding leverage, which may result in
a decline in Common Share NAV and reduced net investment income available for distribution to Common Shareholders. |
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The
Fund pays a management fee to Nuveen Fund Advisors (which in turn pays a portion of such fee to Nuveen
Asset Management) based on a percentage of Managed Assets. Managed Assets include the proceeds realized
and managed from the Fund’s use of most types of leverage (excluding the leverage exposure attributable
to the use of futures, swaps and similar derivatives). Because Managed Assets include the Fund’s
net assets as well as assets that are attributable to the Fund’s investment of the proceeds of its
leverage, the Fund’s Managed Assets are greater than its net assets. Nuveen Fund Advisors and Nuveen
Asset Management are responsible for using leverage to pursue the Fund’s investment objective. Nuveen
Fund Advisors and Nuveen Asset Management base their decision regarding whether and how much leverage
to use for the Fund, and the terms of that leverage, on their assessment of whether such use of leverage
is in the best interests of the Fund. However, a decision to employ or increase leverage has the effect,
all other things being equal, of increasing Managed Assets, and in turn Nuveen Fund Advisors’ and
Nuveen Asset Management’s management fees. Thus, Nuveen Fund Advisors and Nuveen Asset Management
may have a conflict of interest in determining whether to use or increase leverage. Nuveen Fund Advisors
and Nuveen Asset Management seek to manage that potential conflict by recommending to the Board of Trustees
to leverage the Fund (or increase such leverage) only when they determine that such action would be in
the best interests of the Fund and its Common Shareholders, and by periodically reviewing with the Board
of Trustees the Fund’s performance and the impact of the use of leverage on that performance.
The
Fund may borrow for temporary or emergency purposes as permitted by the 1940 Act. The Fund, along with certain other
funds managed by Nuveen Fund Advisors (the “Participating Funds”), are parties to a committed unsecured credit
facility (the “Facility”) provided by a group of lenders, under which Participating Funds may borrow for
temporary purposes only. Outstanding balances drawn by the Fund, or any other Participating Fund, will bear interest at a
variable rate and is the liability of such Fund. The Facility is not intended for sustained levered investment purposes. A
large portion of the Facility’s capacity (and corresponding annual costs, excluding interest cost) is
currently allocated by Nuveen Fund Advisors to a small number of Participating Funds, which does not include the Fund. The
Facility has a 364-day term and will expire on [ ] unless extended or renewed. The use of leverage creates additional
risks for Common Shareholders, including increased variability of the Fund’s NAV, net income and
distributions in relation to market changes. There is no assurance that the Fund will use leverage. The
Fund’s use of leverage may not work as planned or achieve its goals.
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Distributions
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[The Fund pays regular monthly cash distributions to
Common Shareholders (stated in terms of a fixed cents per Common Share dividend distribution rate which may be set from time to time).
The Fund intends to distribute all or substantially all of its net investment income each year through its regular monthly distributions
and to distribute realized capital gains at least annually. In addition, in any monthly period, to maintain its declared per common share
distribution amount, the Fund may distribute more or less than its net investment income during the period. In the event the Fund distributes
more than its net investment income, such distributions may also include realized gains and/or a return of capital. To the extent that
a distribution includes a return of capital the NAV per share may erode. If a distribution includes anything other than net investment
income, the Fund provides a notice of the best estimate of its distribution sources at the time. See “Distributions.” |
The
Fund reserves the right to change its distribution policy and the basis for establishing
the rate of its monthly distributions at any time and may do so without prior notice to Common
Shareholders.]
Custodian
and Transfer Agent |
State Street Bank and Trust Company serves as the Fund’s
custodian, and Computershare Inc. and Computershare Trust Company, N.A. serves as the Fund’s transfer agent for the Common Shares.
The corresponding agent for any Preferred Shares will be identified in the related prospectus supplement. See “Custodian and Transfer
Agent.” |
Risk
Factors |
Investment in the Fund involves risk. The Fund is designed
as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program. Please refer to
the section of the Fund’s most recent annual report on Form N-CSR entitled “Shareholder Update—Current Investment Objectives,
Investment Policies and Principal Risks of the Funds—Principal Risks of the Funds,” as such principal risks may be supplemented
from time to time, which is incorporated by reference herein, for a discussion of the principal risks you should consider before making
an investment in the Fund. Any additional risks applicable to a particular offering of Securities will be set forth in the related prospectus
supplement. |
| Use
of Proceeds |
Unless otherwise specified in a prospectus supplement,
the Fund will use the net proceeds from any offering of Securities, pursuant to this Prospectus, to make investments in accordance with
the Fund’s investment objectives. See “Use of Proceeds.” |
Federal
Income Tax |
[The Fund has elected to be treated, and intends to qualify
each year, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the
“Code”). To qualify for the favorable U.S. federal income tax treatment generally accorded to a RIC under Subchapter M of the
Code the Fund must, among other requirements, derive in each taxable year at least 90% of its gross income from certain prescribed sources
and satisfy a diversification test on a quarterly basis. If the Fund fails to satisfy the qualifying income or diversification requirements
in any taxable year, the Fund may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect
and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for
certain de minimis failures of the diversification requirements where the Fund corrects the failure within a specified period.
In order to be eligible for the relief provisions with respect to a failure to meet the diversification requirements, the Fund may be
required to dispose of certain assets. If these relief provisions were not available to the Fund and it were to fail to qualify for treatment
as a RIC for a taxable year, all of its taxable income (including its net capital gain) would be subject to tax at the 21% regular corporate
rate without any deduction for distributions to shareholders, and such distributions would be taxable as ordinary dividends to the extent
of the Fund’s current and accumulated earnings and profits. To qualify to pay exempt-interest dividends, which are treated as items
of interest excludable from gross income for federal income tax purposes, at least 50% of the value of the total assets of the Fund must
consist of obligations exempt from regular income tax as of the close of each quarter of the Fund’s taxable year. If the proportion
of taxable investments held by the Fund exceeds 50% of the Fund’s total assets as of the close of any quarter of any Fund taxable
year, the Fund will not for that taxable year satisfy the general eligibility test that otherwise permits it to pay exempt-interest dividends.] |
See
“Fund Tax Risk,” as contained in the section of the Fund’s most recent annual report on Form N-CSR entitled “Shareholder Update—Current Investment Objectives,
Investment Policies and Principal Risks of the Funds—Principal Risks of the Funds—Fund
Level and Other Risks.”
Governing
Law |
The Fund’s Amended and Restated
Declaration of Trust (the “Declaration of Trust”) is, and each Statement and Statement Supplement for Preferred
Shares will be, governed by the laws of the Commonwealth of Massachusetts. |
SUMMARY OF FUND EXPENSES
[Please refer to the section of the Fund’s most recent annual
report on Form N-CSR entitled “Shareholder Update—Current Investment Objectives, Investment Policies and Principal Risks of the Funds—Updated Disclosures for Funds with an Effective Shelf Offering Registration
Statement—Summary of Fund Expenses,” which is incorporated by reference herein, for a discussion of fees and expenses of the Fund.]
FINANCIAL HIGHLIGHTS
The Fund’s
financial highlights for the fiscal years ended February 29, 2024, February 28, 2023, February 28, 2022, February 28, 2021, and
February 29, 2020, are incorporated by reference from the Fund’s Annual Report for the fiscal year ended February 29, 2024
(File No. 811- 21212), as filed with the SEC on Form N-CSR on May 5, 2024. The financial highlights for each of these fiscal years
have been derived from financial statements audited by [______], the Fund’s independent registered public accounting firm,
for the last five fiscal years. The Fund’s financial highlights for the fiscal years ended February 28, 2019, February 28,
2018, February 28, 2017, February 29, 2016, and February 28, 2015, are incorporated by reference from the Fund’s Annual Report for the fiscal year ended February 28, 2019 (File No. 811-21212), as filed with the SEC on Form N-CSR on May 7, 2019. [______]
has not reviewed or examined any records, transactions or events after the date of such reports. A copy of the Fund’s Annual
Report may be obtained from www.sec.gov or by visiting www.nuveen.com.
TRADING AND NET ASSET VALUE INFORMATION
[Please
refer to the section of the Fund’s most recent annual report on Form N-CSR entitled
“Shareholder Update—Current Investment Objectives, Investment Policies and Principal
Risks of the Funds—Updated Disclosures for Funds with an Effective Shelf Offering Registration
Statement—Trading and Net Asset Value Information,” which is incorporated by reference
herein, for a discussion of the following information for the periods indicated: (i) the
high and low market prices for Common Shares reported as of the end of the day on the NYSE,
(ii) the high and low net asset values of Common Shares, and (iii) the high and
low of the premium/(discount) to net asset value (expressed as a percentage) of Common Shares.
The
net asset value per Common Share, the market price, and percentage of premium/(discount)
to net asset value per Common Share on [ ], 2024, $[ ], $[ ] and [( )]%, respectively.
As of [ ], 2024, the Fund had [ ] Common Shares outstanding and net assets applicable
to Common Shares of $[ ].]
THE FUND
The Fund is a diversified, closed-end management investment company
registered under the 1940 Act. The Fund was organized as a Massachusetts business trust on July 29, 2002, pursuant to the Declaration of Trust, which is governed by the laws of the Commonwealth of Massachusetts. The Fund’s Common Shares are
listed on the NYSE under the symbol “NKX.” Preferred Shares and/or Rights issued by the Fund may also be listed on a securities exchange.
The following
provides information about the Fund’s outstanding Common Shares and Preferred Shares as of [__], 2024:
| | |
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| Title of Class | |
Amount
Authorized | | |
Amount Held
by the Fund or
for
its Account | | |
Amount
Outstanding | |
| Common Shares | |
| Unlimited | | |
| [ ] | | |
| [__] | |
| Preferred Shares | |
| Unlimited | | |
| [ ] | | |
| [__]
| |
| Series A MFP Shares | |
| [ ] | | |
| [ ] | | |
| [__] | |
| Series 3 VRDP Shares | |
| [ ] | | |
| [0] | | |
| [__] | |
| Series 4 VRDP Shares | |
| [ ] | | |
| [0] | | |
| [__] | |
| Series 6 VRDP Shares | |
| [ ] | | |
| [0] | | |
| [__] | |
USE
OF PROCEEDS
Unless
otherwise specified in a prospectus supplement, the net proceeds from any offering will be
invested in accordance with the Fund’s investment objectives and policies as stated
below. Pending investment, the timing of which may vary depending on the size of the investment
but in no case is expected to exceed 30 days, it is anticipated that the proceeds will be
invested in short-term or long-term securities issued by the U.S. Government and its agencies or instrumentalities or in high quality,
short-term money market instruments. See “Use of Leverage.”
THE
FUND’S INVESTMENTS
Investment
Objectives and Policies
Please
refer to the section of the Fund’s most recent annual report on Form N-CSR entitled “Shareholder Update—Current Investment
Objectives, Investment Policies and Principal Risks of the Funds—Investment Objectives” and “—Investment Policies,”
as such investment objectives and investment policies may be supplemented from time to time, which is incorporated by reference herein,
for a discussion of the Fund’s investment objectives and policies.
Portfolio
Composition and Other Information
Please
refer to the section of the Fund’s most recent annual report on Form N-CSR entitled “Shareholder Update—Current Investment
Objectives, Investment Policies and Principal Risks of the Funds—Investment Policies—Portfolio Contents,” as such portfolio
contents may be supplemented from time to time, which is incorporated by reference herein, for a discussion of the investments principally
included in the Fund’s portfolio. More detailed information about the Fund’s portfolio investments are contained in the SAI
under “The Fund’s Investments.”
Portfolio
Turnover
The
Fund may engage in portfolio trading when considered appropriate, but short-term trading
will not be used as the primary means of achieving the Fund’s investment objectives.
For the fiscal year ended [ ], the Fund’s portfolio turnover rate was [ ]. However, there are no limits on the Fund’s rate of portfolio turnover, and investments
may be sold without regard to length of time held when, in Nuveen Asset Management’s
opinion, investment considerations warrant such action. A higher portfolio turnover rate
would result in correspondingly greater brokerage commissions and other transactional expenses
that are borne by the Fund. [Although these commissions and expenses are not reflected in
the Fund’s “Total Annual Expenses” disclosed in the Fund’s most recent
annual report on Form N-CSR, they will be reflected in the Fund’s total return.] In addition,
high portfolio turnover may result in the realization of net short-term capital gains by
the Fund which, when distributed to shareholders, will be taxable as ordinary income. See
“Tax Matters.”
Other
Policies
Certain
investment policies specifically identified in the SAI as such are considered fundamental
and may not be changed without shareholder approval. See “Investment Restrictions”
in the SAI.
USE OF LEVERAGE
The
Fund uses leverage to pursue its investment objectives. The Fund may use leverage to the
extent permitted by the 1940 Act. The Fund may source leverage through a number of methods
including through issuing Preferred Shares, borrowings,
entering into reverse repurchase agreements (effectively a borrowing), and investing in residual
interest certificates of tender option bond trusts, also called inverse floating rate securities,
that have the economic effect of leverage because the Fund’s investment exposure to
the underlying bonds held by the trust have been effectively financed by the trust’s
issuance of floating rate certificates. See “The Fund’s Investments—Portfolio
Composition—Municipal Securities—Inverse Floating Rate Securities” and “Investment
Restrictions” in the SAI. For a discussion of risks, see “Portfolio Level Risks—Inverse
Floating Rate Securities Risk” and “Fund Level and Other Risks—Reverse Repurchase
Agreement Risk,” as each such risk is contained in the section of the Fund’s most
recent annual report on Form N-CSR entitled “Shareholder Update—Current Investment
Objectives, Investment Policies and Principal Risks of the Funds—Principal Risks of
the Funds.” The Fund may also use certain derivatives and other instruments that
have the economic effect of leverage by creating additional investment exposure.
Currently,
the Fund employs leverage through its outstanding VRDP Shares and MFP Shares which have seniority over the Common Shares. The
Fund currently also invests in residual interest certificates of tender option bond trusts, also called inverse floating rate
securities, that have the economic effect of leverage because the Fund’s investment exposure to the underlying bonds
held by the trust have been effectively financed by the trust’s issuance of floating rate certificates.
The
Fund may issue “senior securities” as defined under the 1940 Act. “Senior securities” include (i) the issuance
of Preferred Shares; (ii) borrowings (including loans from financial institutions); and (iii) the issuance of debt securities. “Senior
securities” have seniority over the Common Shares in regard to the income and assets of the Fund.
Reverse
repurchase agreements involve the sale of securities held by the Fund with an agreement to repurchase the securities at an agreed-upon
price, date and interest payment. Selling a portfolio security and agreeing to buy it back under a reverse repurchase agreement is economically
equivalent to borrowing.
The
Fund may use derivatives, such as interest rate swaps with varying terms, in order to manage the interest rate
expense associated with all or a portion of its leverage. Interest rate swaps are bi-lateral agreements whereby parties agree to exchange
future payments, typically based upon the differential of a fixed rate and a variable rate, on a specified notional amount. Interest
rate swaps can enable the Fund to effectively convert its variable leverage expense to fixed, or vice-versa. For example, if the Fund
issues leverage having a short-term floating rate of interest, the Fund could use interest rate swaps to hedge against a rise in the
short-term benchmark interest rates associated with its outstanding leverage. In doing so, the Fund would seek to achieve lower leverage
costs, and thereby enhance Common Share distributions, over an extended period, which would be the result if short-term market interest
rates on average exceed the fixed interest rate over the term of the swap. To the extent the fixed swap rate is greater than short-term
market interest rates on average over the period, overall costs associated with leverage will be greater (and thereby reduce distributions
to Common Shareholders) than if the Fund had not entered into the interest rate swap(s).
The
Fund also may borrow for temporary or emergency purposes as permitted by the 1940 Act. The Fund, along with certain other funds managed by Nuveen Fund Advisors (the “Participating Funds”), are parties
to a committed unsecured credit facility (the “Facility”) provided by a group of lenders, under which Participating
Funds may borrow for temporary purposes only. Outstanding balances drawn by the Fund, or any other Participating Fund, will
bear interest at a variable rate and is the liability of such Fund. The Facility is not intended for sustained levered investment
purposes. A large portion of the Facility’s capacity (and corresponding annual costs, excluding interest cost) is currently
allocated by Nuveen Fund Advisors to a small number of Participating Funds, which does not include the Fund. The Facility
has a 364-day term and will expire on [ ] unless extended or renewed.
In
pursuit of its investment objectives, the Fund may reduce or increase the amount and type of leverage based upon changes in
market conditions and composition of the Fund’s holdings. The
Fund’s leverage ratio will vary from time to time based upon such changes in the amount of leverage used and
variations in the value of the Fund’s holdings. So long as the net income received from the Fund’s investments
purchased with leverage proceeds exceeds the then current expense of any leverage, the investment of the proceeds of leverage
will generate more net income than if the Fund had not leveraged itself. Under these circumstances, the excess net income
will be available to pay higher distributions to Common Shareholders. However, if the net income received from the
Fund’s portfolio investments purchased with the proceeds of leverage is less than the current expense of any leverage,
the Fund may be required to utilize other Fund assets to make interest or dividend payments on its leveraging instruments
which may result in a decline in Common Share NAV and reduced net investment income available for distribution to Common
Shareholders.
The
Fund pays a management fee to Nuveen Fund Advisors (which in turn pays a portion of such fee to Nuveen Asset Management) based on a percentage
of Managed Assets. Managed Assets include the proceeds realized and managed from the Fund’s use of most types of leverage (excluding
the leverage exposure attributable to the use of futures, swaps and similar derivatives). Because Managed Assets include the Fund’s
net assets as well as assets that are attributable to the Fund’s investment of the proceeds of its leverage, it is anticipated
that the Fund’s Managed Assets will be greater than its net assets. Nuveen Fund Advisors and Nuveen Asset Management are responsible
for using leverage to pursue the Fund’s investment objectives. Nuveen Fund Advisors and Nuveen Asset Management will base their
decision regarding whether and how much leverage to use for the Fund, and the terms of that leverage, on their assessment of whether
such use of leverage is in the best interests of the Fund. However, a decision to employ or increase leverage will have the effect, all
other things being equal, of increasing Managed Assets and in turn Nuveen Fund Advisors’ and Nuveen Asset Management’s management
fees. Thus, Nuveen Fund Advisors and Nuveen Asset Management may have a conflict of interest in determining whether to use or increase
leverage. Nuveen Fund Advisors and Nuveen Asset Management will seek to manage that potential conflict by using leverage only when they
determine that it would be in the best interests of the Fund and its Common Shareholders, and by periodically reviewing with the Board
of Trustees the Fund’s performance and the Fund’s degree of overall use of leverage and the impact of the use of leverage
on that performance.
The
1940 Act generally defines a “senior security” as any bond, debenture, note, or similar obligation or instrument constituting
a security and evidencing indebtedness, and any stock of a class having priority over any other class as to distribution of assets or
payment of dividends; however, the term does not include any promissory note or other evidence of indebtedness issued in consideration
of any loan, extension, or renewal thereof, made for temporary purposes and in an amount not exceeding five percent of the value of
the Fund’s total assets. A loan shall be presumed to be for temporary purposes if it is repaid within 60 days and is not extended
or renewed.
Under
the 1940 Act, the Fund is not permitted to issue “senior securities” that are Preferred Shares if, immediately after the
issuance of Preferred Shares, the asset coverage ratio with respect to such Preferred Shares would be less than 200%. With respect to
any such Preferred Shares, asset coverage means the ratio which the value of the total assets of the Fund, less all liabilities and indebtedness
not represented by senior securities, bears to the aggregate amount of senior securities representing indebtedness of the Fund plus the
aggregate liquidation preference of such Preferred Shares.
Under
the 1940 Act, the Fund is not permitted to issue “senior securities representing indebtedness” if, immediately after the
issuance of such senior securities representing indebtedness, the asset coverage ratio with respect to such senior securities would be
less than 300%. “Senior securities representing indebtedness” include borrowings (including loans from financial institutions)
and debt securities. “Senior securities representing indebtedness” also include other derivative investments or transactions,
such as reverse repurchase agreements, to the extent the Fund has not fully covered, segregated or earmarked cash or liquid assets in
accordance with the 1940 Act, the rules thereunder, and applicable positions of the SEC and its staff. With respect to any such senior
securities representing debt, asset coverage means the ratio which the value of the total assets of the Fund, less all liabilities and
indebtedness not represented by senior securities (as defined in the 1940 Act), bears to the aggregate amount of such borrowing represented
by senior securities issued by the Fund.
If
the Fund issues senior securities and the asset coverage with respect to such senior securities declines below the required ratios discussed
above (as a result of market fluctuations or otherwise), the Fund may sell portfolio securities when it may be disadvantageous to do
so.
Certain
types of leverage used by the Fund may result in the Fund being subject to certain covenants, asset coverage or other portfolio composition
limits by its lenders, debt or preferred securities purchasers, rating agencies that may rate the debt or preferred securities, or reverse
repurchase counterparties. Such limitations may be more stringent than those imposed by the 1940 Act and may impact whether the Fund
is able to maintain its desired amount of leverage. At this time Nuveen Fund Advisors does not believe that any such potential investment
limitations will impede it from managing the Fund’s portfolio in accordance with its investment objectives and policies.
Utilization
of leverage is a speculative investment technique and involves certain risks to the Common Shareholders, including increased variability
of the Fund’s net income, distributions and NAV in relation to market changes. See “Leverage Risk,” as such risk is
contained in the section of the Fund’s most recent annual report on Form N-CSR entitled “Shareholder Update—Current
Investment Objectives, Investment Policies and Principal Risks of the Funds—Principal Risks of the Funds—Fund Level and Other
Risks.” There is no assurance that the Fund will use leverage or that the Fund’s use of leverage will work as planned or
achieve its goals.
Effects of Leverage
Please refer to the section of the Fund’s most recent annual report
on Form N-CSR entitled “Shareholder Update—Current Investment Objectives, Investment Policies and Principal Risks of the Funds—Effects of Leverage,” as such may be supplemented from time to time, which is incorporated by
reference herein, for a discussion of the effects of leverage.
RISK
FACTORS
Risk
is inherent in all investing. Investing in any investment company security involves risk,
including the risk that you may receive little or no return on your investment or even that
you may lose part or all of your investment. Please refer to the section of the Fund’s
most recent annual report on Form N-CSR entitled “Shareholder Update—Current Investment
Objectives, Investment Policies and Principal Risks of the Funds—Principal Risks of
the Funds,” as such principal risks may be supplemented from time to time, which is
incorporated by reference herein, for a discussion of the principal risks you should consider
before making an investment in the Fund. Any additional risks applicable to a particular offering
of Securities will be set forth in the related prospectus supplement.
MANAGEMENT
OF THE FUND
Trustees
and Officers
The
Board of Trustees is responsible for the management of the Fund, including supervision of
the duties performed by Nuveen Fund Advisors and Nuveen Asset Management. The names and business
addresses of the trustees and officers of the Fund and their principal occupations and other
affiliations during the past five years are set forth under “Management of the Fund”
in the SAI.
Investment
Adviser, Sub-Adviser and Portfolio Managers
Investment
Adviser. Nuveen Fund Advisors, LLC, the Fund’s investment adviser, is responsible for overseeing the Fund’s overall
investment strategy and implementation. Nuveen Fund Advisors offers advisory and investment management services to a broad range of investment
company clients. Nuveen Fund Advisors has overall responsibility for management of the Fund, oversees the management of the Fund’s
portfolio, manages the Fund’s business affairs and provides certain clerical, bookkeeping and other administrative services. Nuveen
Fund Advisors is located at 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen Fund Advisors is an indirect subsidiary of Nuveen,
the investment management arm of 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. As of [__], Nuveen managed approximately
$[__] trillion in assets, of which approximately $[__] billion was managed by Nuveen Fund Advisors.
Sub-Adviser. Nuveen
Asset Management, LLC, 333 West Wacker Drive, Chicago, Illinois 60606, serves as the Fund’s sub-adviser pursuant to a sub-advisory
agreement between Nuveen Fund Advisors and Nuveen Asset Management (the “Sub-Advisory Agreement”). Nuveen Asset Management,
a registered investment adviser, is a wholly owned subsidiary of Nuveen Fund Advisors. Nuveen Asset Management oversees day-to-day investment
operations of the Fund. Pursuant to the Sub-Advisory Agreement, Nuveen Asset Management is compensated for the services it provides to
the Fund with a portion of the management fee Nuveen Fund Advisors receives from the Fund. Nuveen Fund Advisors and Nuveen Asset Management
retain the right to reallocate investment advisory responsibilities and fees between themselves in the future.
Portfolio
Managers. Nuveen Asset Management is responsible for the execution of specific investment strategies and day-to-day
investment operations of the Fund. Nuveen Asset Management manages the Nuveen funds using a team of analysts and portfolio
managers that focuses on a specific group of funds. The day-to-day operation of the Fund and the execution of its specific
investment strategies is the primary responsibility of Scott Romans and Kristen DeJong, the designated portfolio managers of
the Fund. Mr. Romans has served as a portfolio manager of the Fund since January 2003 and Ms. DeJong has served as a
portfolio manager of the Fund since October 2023.
Scott R. Romans, PhD, Managing Director of Nuveen Asset Management, is responsible for managing several state-specific, tax-exempt
portfolios, including the California Municipal Bond and the New York Municipal Bond strategies. He also serves as portfolio
manager for a number of closed-end funds. Before moving to his portfolio management role in 2003, he was a senior research
analyst in the firm’s tax-exempt fixed income department, specializing in the education sector. He holds an undergraduate
degree from the University of Pennsylvania, an M.S.F. from the Illinois Institute of Technology Stuart School of Business,
and an MA and PhD from the University of Chicago.
Kristen M. DeJong, CFA, Managing Director at Nuveen Asset Management, is a portfolio manager responsible for managing taxable
municipal fixed income strategies for customized institutional portfolios and closed-end funds. She began her career in the
investment industry in 2005 and joined Nuveen Asset Management in 2008. Prior to her current role, she served as senior research
analyst for Nuveen Asset Management’s municipal fixed income team, responsible for conducting credit analysis and providing
trade recommendations for separately managed accounts. Previously, she worked as a research associate at Nuveen in the wealth
management services area, where she provided research and developed reports on various topics involving retirement, tax and
investment planning. Before joining Nuveen, she was a financial advisor at Ameriprise Financial. She received her B.S. in
Business from Miami University. Ms. DeJong holds the Chartered Financial Analyst designation and is a member of the CFA Institute
and the CFA Society of Chicago.
Additional information about the Portfolio Managers’ compensation, other accounts managed by the Portfolio Managers and the Portfolio
Managers’ ownership of securities in the Fund is provided in the SAI. The SAI is available free of charge by calling (800) 257-8787 or by visiting the Fund’s website at www.nuveen.com. The
information contained in, or that can be accessed through, the Fund’s website is not part of this Prospectus or the SAI, except to the extent specifically incorporated by reference herein or in the SAI.
Investment Management and Sub-Advisory
Agreements
Investment Management
Agreement. Pursuant to an investment management agreement between Nuveen Fund Advisors and the Fund (the “Investment Management Agreement”), the Fund has agreed to pay an annual management fee for the services and facilities
provided by Nuveen Fund Advisors, payable on a monthly basis, based on the sum of a fund-level fee and a complex-level fee, as described below.
Fund-Level Fee. The annual fund-level fee for the Fund, payable monthly, is calculated according to the following schedule:
Average
Daily Managed Assets* |
|
Fund Level
Fee Rate |
|
For
the first $125 million |
|
|
0.4500% |
|
For
the next $125 million |
|
|
0.4375% |
|
For
the next $250 million |
|
|
0.4250% |
|
For
the next $500 million |
|
|
0.4125% |
|
For
the next $1 billion |
|
|
0.4000% |
|
For
the next $3 billion |
|
|
0.3750% |
|
For
managed assets over $5 billion |
|
|
0.3625% |
|
Complex-Level
Fee. The overall complex-level fee, payable monthly, begins at a maximum rate of 0.1600% of the Fund’s
average daily managed assets, with breakpoints for eligible complex-level assets above $124.3 billion. Therefore, the maximum management
fee rate for the Fund is the Fund-level fee plus 0.1600%. The current overall complex-level fee schedule is as follows:
| Complex-Level
Asset Breakpoint Level* |
Complex-Level
Fee |
| For the first $124.3 billion |
0.1600% |
| For the next $75.7 billion |
0.1350% |
| For the next $200 billion |
0.1325% |
| For eligible assets over $400 billion |
0.1300% |
| * |
See “Investment Adviser, Sub-Adviser and Portfolio Managers” in the statement of additional information for more detailed information about the
complex-level fee and eligible complex-level assets. |
As
of [__], the complex-level fee rate for the Fund was [__].
In addition to the fee of Nuveen Fund Advisors, the Fund pays all other
costs and expenses of its operations, including compensation of its trustees (other than those affiliated with Nuveen Fund Advisors and Nuveen Asset Management), custodian, transfer agency and dividend disbursing expenses, legal fees, expenses of
independent auditors, expenses of repurchasing shares, expenses associated with any borrowings, expenses of issuing any Preferred Shares, expenses of preparing, printing and distributing shareholder reports, notices, proxy statements and reports to
governmental agencies, and taxes, if any. All fees and expenses are accrued daily and deducted before payment of dividends to investors.
A
discussion regarding the basis for the Board of Trustees' most recent approval of the Investment Management Agreement for the Fund may
be found in the Fund’s semi-annual report to shareholders dated August 31, 2023.
Sub-Advisory
Agreement. Pursuant to the Sub-Advisory Agreement, Nuveen Asset Management
receives from Nuveen Fund Advisors a management fee equal to 38.4615% of Nuveen Fund Advisors’ net management fee from the Fund. Nuveen Fund Advisors and Nuveen Asset Management retain the right to reallocate investment advisory
responsibilities and fees between themselves in the future.
A
discussion regarding the basis for the Board of Trustees' most recent approval of the Sub-Advisory Agreement may be found in the Fund’s
semi-annual report to shareholders dated August 31, 2023.
Control Persons and Principal Holders of Common Shares
As of [_], 2024, no shareholders owned of record, or were known by the
Fund to own of record or beneficially, five percent or more of any class of shares of the Fund.
NET ASSET VALUE
The Fund’s NAV per Common Share is determined as of the close of trading (normally 4:00 p.m. Eastern time) on each day the NYSE is
open for business. NAV is calculated by taking the market value of the Fund’s total assets, less all liabilities, and dividing by the total number of Common Shares outstanding. The result, rounded to the nearest cent, is the NAV per share.
The
Fund utilizes independent pricing services approved by the Board of Trustees to value portfolio
instruments at their market value. Independent pricing services typically value non-equity
portfolio instruments utilizing a range of market-based inputs and assumptions, including
readily available market quotations obtained from broker-dealers making markets in such instruments,
cash flows and transactions for comparable instruments. In valuing municipal securities,
the pricing services may also consider, among other factors, the yields or prices of municipal
securities of comparable quality, type of issue, coupon, maturity and rating and the obligor’s
credit characteristics considered relevant by the pricing service or Nuveen Fund Advisors.
In pricing certain securities, particularly less liquid and lower quality securities, the
pricing services may consider information about a security, its issuer or market activity
provided by Nuveen Fund Advisors or Nuveen Asset Management.
If a price cannot be obtained from a pricing service or other pre-approved source, or if the Fund’s valuation designee deems such price to be unreliable, or if a significant event occurs after the close of the local market but prior to the time at which the Fund’s
NAV is calculated, a portfolio instrument will be valued at its fair value as determined in good faith by the Fund’s valuation designee. The Fund’s valuation designee may determine that a price is unreliable in various circumstances. For
example, a price may be deemed unreliable if it has not changed for an identified period of time, or has changed from the previous day’s price by more than a threshold amount, and recent transactions and/or broker dealer price quotations differ
materially from the price in question.
The
Board of Trustees has designated Nuveen Fund Advisors as the Fund’s valuation designee
pursuant to Rule 2a-5 under the 1940 Act and delegated to Nuveen Fund Advisors the day-to-day
responsibility of making fair value determinations. All fair value determinations made by
Nuveen Fund Advisors are subject to review by the Board of Trustees. As a general principle,
the fair value of a portfolio instrument is the amount that an owner might reasonably expect
to receive upon the instrument’s current sale. A range of factors and analysis may be
considered when determining fair value, including relevant market data, interest rates, credit
considerations and/or issuer specific news. However, fair valuation involves subjective judgments,
and it is possible that the fair value determined for a portfolio instrument may be materially
different from the value that could be realized upon the sale of that instrument.
DISTRIBUTIONS
[The Fund
pays regular monthly cash distributions to Common Shareholders (stated in terms of a fixed cents per Common Share dividend distribution
rate which may be set from time to time). The Fund intends to distribute all or substantially all of its net investment income each year
through its regular monthly distributions and to distribute realized capital gains at least annually. In addition, in any monthly period,
to maintain its declared per common share distribution amount, the Fund may distribute more or less than its net investment income during
the period. In the event the Fund distributes more than its net investment income, such distributions may also include realized gains
and/or a return of capital.
To the extent that a distribution includes a return of capital the NAV per share may erode. A return of capital may occur, for example, when
some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.”
If the Fund’s distribution includes anything other than net investment income, the Fund will
provide a notice to Common Shareholders of its best estimate of the distribution sources at the time of the distribution. These estimates may not match the final tax characterization (for the full year’s distributions) contained in the Common
Shareholders’ 1099-DIV forms after the end of the year.
While the Fund intends to distribute all realized capital gains at least annually, the Fund may elect to retain all or a portion of any net
capital gain (which is the excess of net long-term capital gain over net short-term capital loss) otherwise allocable to Common Shareholders and pay U.S. federal income tax on the retained gain. As provided under U.S. federal income tax law, Common
Shareholders of record as of the end of the Fund’s taxable year will include their share of the retained net capital gain in their income for the year as a long-term capital gain (regardless of their holding period in the common shares), and
will be entitled to an income tax credit or refund for the federal income tax deemed paid on their behalf by the Fund. If the Fund’s total distributions during a given year is an amount that exceeds the Fund’s current and accumulated
earnings and profits, the excess would be treated by Common Shareholders as return of capital for federal income tax purposes to the extent of the Common Shareholder’s basis in their shares and thereafter as capital gain.
Distributions
will be reinvested in additional shares under the Fund’s Dividend Reinvestment Plan
unless a shareholder elects to receive cash. The Fund reserves the right to change its distribution
policy and the basis for establishing the rate of its monthly distributions at any time and
may do so without prior notice to Common Shareholders.]
DIVIDEND REINVESTMENT PLAN
Please refer to the section of the Fund’s most recent annual report on Form N-CSR entitled “Shareholder Update—Dividend
Reinvestment Plan,” which is incorporated by reference herein, for a discussion of the Fund’s dividend reinvestment plan.
PLAN OF DISTRIBUTION
The Fund may offer and sell Securities from time to time on an immediate, continuous or delayed basis, in one or more offerings under this
Prospectus and a related prospectus supplement, on terms to be determined at the time of the offering. The Fund may offer and sell such Securities directly to one or more purchasers, to or through underwriters, through dealers or agents that the
Fund designates from time to time, or through a combination of these methods. Sales of Securities may be made in transactions that are deemed to be “at the market” as defined in Rule 415 under the Securities Act of 1933, as amended (the
“1933 Act”), including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange.
The prospectus supplement relating to any offering of Securities will describe the terms of such offering, including, as applicable:
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the names of any agents, underwriters or dealers; |
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any sales loads, underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compenation; |
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any discounts, commissions, fees or concessions allowed or reallowed or paid to dealers or agents; |
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the public offering or purchase price of the offered Securities, the estimated net proceeds the Fund will receive from the sale and the use of proceeds; and |
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any securities exchange on which the offered Securities may be listed. |
The prospectus supplement relating to any Rights offering will set forth the number of Common Shares issuable upon the exercise of each Right
(or number of Rights) and the other terms of such Rights offering.
Direct Sales
The Fund may offer and sell Securities directly to, and solicit offers from, institutional investors or others who may be deemed to be
underwriters as defined in the 1933 Act for any resales of Securities. In this case, no underwriters or agents would be involved. The Fund may use electronic media, including the Internet, to sell offered Securities directly. The Fund will describe
the terms of any of those sales in a prospectus supplement.
By Agents
The Fund may offer and sell Securities through an agent or agents
designated by the Fund from time to time. An agent may sell Securities it has purchased from the Fund as principal to other dealers for resale to investors and other purchasers, and may reallow all or any portion of the discount received in
connection with the purchase from the Fund to the dealers. After the initial offering of Securities, the offering price (in the case of Securities to be resold at a fixed offering price), the concession and the discount may be changed.
By Underwriters
If any underwriters are involved in the offer and sale of Securities,
such Securities will be acquired by the underwriters and may be resold by them, either at a fixed public offering price established at the time of offering or from time to time in one or more negotiated transactions or otherwise, at prices related
to prevailing market prices determined at the time of sale. Unless otherwise set forth in the applicable prospectus supplement, the obligations of the underwriters to purchase Securities will be subject to conditions precedent and the underwriters
will be obligated to purchase all Securities described in the prospectus supplement if any are purchased. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to
underwriters may be changed from time to time.
In connection with
an offering of Common Shares, if a prospectus supplement so indicates, the Fund may grant the underwriters an option to purchase additional Common Shares at the public offering price, less the underwriting discounts and commissions, within 45 days
from the date of the prospectus supplement, to cover any overallotments.
By
Dealers
The Fund may offer and sell Securities from time to
time through one or more dealers who would purchase the securities as principal. The dealers then may resell the offered Securities to the public at fixed or varying prices to be determined by those dealers at the time of resale. The Fund will set
forth the names of the dealers and the terms of the transaction in the prospectus supplement.
General
Any underwriters, dealer or agent participating in an offering of Securities may be deemed to be an “underwriter,” as that term is
defined in the 1933 Act, of Securities so offered and sold, and any discounts and commission received by them, and any profit realized by them on resale of the offered Securities for whom they act as agent, may be deemed to be underwriting discounts
and commissions under the 1933 Act.
Underwriters, dealers and
agents may be entitled, under agreements entered into with the Fund, to indemnification by the Fund against some liabilities, including liabilities under the 1933 Act.
The Fund may offer to sell Securities either at a fixed price or at prices that may vary, at market prices prevailing at the time of sale, at
prices related to prevailing market prices or at negotiated prices.
To facilitate an offering of Common Shares in an underwritten transaction and in accordance with industry practice, the underwriters may engage
in transactions that stabilize, maintain, or otherwise affect the market price
of the Common Shares or any other Security. Those transactions may include overallotment, entering stabilizing bids, effecting syndicate covering transactions, and reclaiming selling concessions
allowed to an underwriter or a dealer.
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An overallotment in connection with an offering creates a short position in the Common Shares for the underwriter’s own account. |
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An underwriter may place a stabilizing bid to purchase the Common Shares for the purpose of pegging, fixing, or maintaining the price of the Common Shares. |
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Underwriters may engage in syndicate covering transactions to cover overallotments or to stabilize the price of the Common Shares by bidding for, and purchasing, the Common Shares or any other Securities in the open
market in order to reduce a short position created in connection with the offering. |
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The managing underwriter may impose a penalty bid on a syndicate member to reclaim a selling concession in connection with an offering when the Common Shares originally sold by the syndicate member are purchased in
syndicate covering transactions or otherwise. |
Any of
these activities may stabilize or maintain the market price of the Securities above independent market levels. Underwriters are not required to engage in these activities and may end any of these activities at any time.
In connection with any Rights offering, the Fund may also enter into a
standby underwriting arrangement with one or more underwriters pursuant to which the underwriter(s) will purchase Common Shares remaining unsubscribed for after the Rights offering.
Unless otherwise indicated in the prospectus supplement, each series of
offered Preferred Shares will be a new issue of securities for which there currently is no market. Any underwriters to whom Preferred Shares are sold for public offering and sale may make a market in such Preferred Shares as permitted by applicable
laws and regulations, but such underwriters will not be obligated to do so, and any such market making may be discontinued at any time without notice. Accordingly, there can be no assurance as to the development or liquidity of any market for the
Preferred Shares.
Underwriters, agents and dealers may engage in
transactions with or perform services, including various investment banking and other services, for the Fund and/or any of the Fund’s affiliates in the ordinary course of business.
The maximum amount of compensation to be received by any Financial
Industry Regulatory Authority (“FINRA”) member or independent broker-dealer will not exceed the applicable FINRA limit for the sale of any securities being offered pursuant to Rule 415 under the Securities Act. We will not pay any
compensation to any underwriter or agent in the form of warrants, options, consulting or structuring fees or similar arrangements.
To the extent permitted under the 1940 Act and the rules and regulations promulgated thereunder, the underwriters may from time to time act as
a broker or dealer and receive fees in connection with the execution of the Fund’s portfolio transactions after the underwriters have ceased to be underwriters and, subject to certain restrictions, each may act as a broker while it is an
underwriter.
A prospectus and accompanying prospectus supplement
in electronic form may be made available on the websites maintained by underwriters. The underwriters may agree to allocate a number of Securities for sale to their online brokerage account holders. Such allocations of Securities for Internet
distributions will be made on the same basis as other allocations. In addition, Securities may be sold by the underwriters to securities dealers who resell Securities to online brokerage account holders.
DESCRIPTION OF SHARES
Common Shares
The
Declaration of Trust authorizes the issuance of an unlimited number of Common Shares. The Common Shares have a par value of $0.01 per
share and, subject to the rights of holders of any Preferred Shares, have equal rights to the payment of dividends and the distribution
of assets upon liquidation. The Common Shares when issued, are fully paid and, subject to matters discussed in “Certain Provisions
in the Declaration of Trust and By-Laws,” non-assessable, and have no preemptive or conversion rights or rights to cumulative voting.
A copy of the Declaration of Trust is filed with the SEC as an exhibit to the Fund’s registration statement of which this Prospectus
is a part.
Each whole Common Share has one vote with respect to matters submitted for a vote by the Fund’s Common Shareholders and on which the
shareholder is entitled to vote, and each fractional share shall be entitled to a proportional fractional vote consistent with the requirements of the 1940 Act and the rules promulgated thereunder, and will vote together as a single class. Whenever
the Fund incurs borrowings and/or Preferred Shares are outstanding, Common Shareholders will not be entitled to receive any cash distributions from the Fund unless all interest on such borrowings has been paid and all accumulated dividends on
Preferred Shares have been paid, unless asset coverage (as defined in the 1940 Act) with respect to any borrowings would be at least 300% after giving effect to the distributions and asset coverage (as defined in the 1940 Act) with respect to
Preferred Shares would be at least 200% after giving effect to the distributions. See “—Preferred Shares” below.
The Common Shares are listed on the NYSE and trade under the ticker symbol “NKX.” The Fund intends to hold annual meetings of
shareholders so long as the Common Shares are listed on a national securities exchange and such meetings are required as a condition to such listing. The Fund does not issue share certificates.
Unlike open-end funds, closed-end funds like the Fund do not provide
daily redemptions. Rather, if a shareholder determines to buy additional Common Shares or sell shares already held, the shareholder may conveniently do so by trading on the exchange through a broker or otherwise. Common shares of closed-end
investment companies may frequently trade on an exchange at prices lower than NAV. Common shares of closed-end investment companies like the Fund have during some periods traded at prices higher than NAV and have during other periods traded at
prices lower than NAV.
Because the market value of the Common
Shares may be influenced by such factors as distribution levels (which are in turn affected by expenses), call protection, dividend stability, portfolio credit quality, NAV, relative demand for and supply of such shares in the market, general market
and economic conditions, and other factors beyond the control of the Fund, the Fund cannot assure you that Common Shares will trade at a price equal to or higher than NAV in the future. The Common Shares are designed primarily for long-term
investors, and investors in the Common Shares should not view the Fund as a vehicle for trading purposes. See “Repurchase of Fund Shares; Conversion to Open-End Fund.”
Preferred Shares
The Fund’s
Declaration of Trust authorizes the issuance of an unlimited number of Preferred Shares in one or more classes or series, with
rights as determined by the Board of Trustees, by action of the Board of Trustees without the approval of the Common Shareholders.
On [__], [__] the Fund issued [__] MFP Shares in a single series, Series A (the “MFP Shares”). On [__], [__], the
Fund issued [__] VRDP Shares in a single series, Series 3 (the “Series 3 VRDP Shares”). On [__], [__], the Fund issued
[__] VRDP Shares in a single series, Series 4 (the “Series 4 VRDP Shares”). On [__], [__], the Fund issued [__] VRDP
Shares in a single series, Series 6 (the “Series 6 VRDP Shares” and together with the Series 3 VRDP Shares and the
Series 4 VRDP Shares, the “VRDP Shares”). As of [__], 2024, there were [__] VRDP Shares and [__] MFP Shares outstanding.
The MFP and VRDP Shares have various rights that were approved by the Board of Trustees without the approval of Common Shareholders,
which are specified in the Fund’s statement establishing and fixing the rights and preferences with respect to such Shares
(each, a “Statement”). The discussion below generally describes the rights of the holders of Preferred Shares, including
rights generally applicable to the holders of the Fund’s outstanding MFP and VRDP Shares, although the terms of any Preferred
Shares that may be issued by the Fund may be the same as, or different from, the terms described below, subject to the applicable
Statement, applicable law and the Declaration of Trust.
Under the 1940 Act, the Fund is not
permitted to issue “senior securities” that are Preferred Shares if, immediately after the issuance of Preferred Shares, the asset coverage ratio would be less than 200%. See “Leverage.” Additionally, the Fund will generally not
be permitted to purchase any of its Common Shares or declare dividends (except a dividend payable in Common Shares) or other distributions on its Common Shares unless, at the time of such purchase or declaration, the asset coverage ratio with
respect to such Preferred Shares, after taking into account such purchase or distribution, is at least 200%. Preferred Shares issued by the Fund have priority over the Common Shares.
For so long as any Preferred Shares are outstanding, the Fund will not:
(1) declare or pay any dividend or other distribution (other than a dividend or distribution paid in Common Shares) in respect of the Common Shares, (2) call for redemption, redeem, purchase or otherwise acquire for consideration any Common Shares,
or (3) pay any proceeds of the liquidation of the Fund in respect of the Common Shares, unless, in each case, (A) immediately thereafter, the Fund shall be in compliance with the 200% asset coverage limitations set forth under the 1940 Act after
deducting the amount of such dividend or other distribution or redemption or purchase price or liquidation proceeds and (B) all cumulative dividends and other distributions of shares of all series of Preferred Shares of the Fund due on or prior to
the date of the applicable dividend, distribution, redemption, purchase or acquisition shall have been declared and paid.
Distribution Preference
The Fund’s Preferred Shares have complete priority over the Common Shares as to distribution of assets.
Liquidation Preference
In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Fund, holders of Preferred Shares would be entitled to receive a preferential liquidating distribution (expected to equal the original purchase price per share plus accumulated and unpaid dividends thereon,
whether or not earned or declared) before any distribution of assets is made to Common Shareholders. After payment of the full amount of the liquidating distribution to which they are entitled, holders of Preferred Shares will not be entitled to any
further participation in any distribution of assets by the Fund. A consolidation or merger of the Fund with or into another entity or a sale of all or substantially all of the assets of the Fund shall not be deemed to be a liquidation, dissolution
or winding up of the Fund.
Voting Rights
In connection with any issuance of Preferred Shares, the Fund must
comply with Section 18(i) of the 1940 Act, which requires, among other things, that Preferred Shares be voting shares and have equal voting rights with Common Shares. Except with respect to certain matters affecting only the holders of the
Preferred Shares and except as discussed further below, holders of Preferred Shares vote together with Common Shareholders as a single class on matters submitted to Fund shareholders.
In connection with the election of the Fund’s trustees, holders of
Preferred Shares, voting as a separate class, are entitled to elect two of the Fund’s trustees, and the remaining trustees are elected by Common Shareholders and holders of Preferred Shares, voting together as a single class. In addition, if at
any time dividends on the Fund’s outstanding Preferred Shares are unpaid in an amount equal to two full years’ dividends thereon, the holders of all outstanding Preferred Shares, voting as a separate class, would be entitled to elect a
majority of the Fund’s trustees until all dividends in arrears have been paid or declared and set apart for payment.
The Statement with respect
to each series of the Fund’s Preferred Shares sets forth certain voting and consent rights of the holders of such Shares, including
with respect to certain actions that would affect the preferences, rights, or powers of such class or series or the authorization or
issuance of any class or series ranking prior to the Preferred Shares. Except as may otherwise be required by law, the Fund’s Declaration
of Trust requires that (1) the affirmative vote of the holders of at least two-thirds of the Fund’s Preferred Shares outstanding
at the time, voting as a separate class, would be required to approve any conversion of the Fund from a closed-end to an open-end investment
company and (2) the affirmative vote of the holders of at least two-thirds of the outstanding Preferred Shares, voting as a separate
class, would be required to approve any plan of reorganization (as such term is used in the 1940 Act) adversely affecting such shares;
provided however, that such separate class vote would be a majority vote if the action in question has previously been approved, adopted
or authorized by the affirmative vote of two-thirds of the total number of trustees fixed in accordance with the Declaration of Trust
or the By-laws. The affirmative vote of the holders of a majority of the outstanding Preferred Shares, voting as a separate class, would
be required to approve any action not described in the preceding sentence requiring a vote of security holders under Section 13(a)
of the 1940 Act including, among other things, changes in the Fund’s investment objectives or changes in the investment restrictions
described as fundamental policies under “Investment Restrictions” in the SAI. The class or series vote of holders of Preferred
Shares described above would in each case be in addition to any separate vote of the requisite percentage of Common Shares and Preferred
Shares necessary to authorize the action in question.
The foregoing voting provisions would not apply with respect to the
Fund’s Preferred Shares if, at or prior to the time when a vote was required, such shares have been (1) redeemed or (2) called for redemption and sufficient funds would have been deposited in trust to effect such redemption.
Redemption, Purchase and Sale of Preferred Shares
The terms of the Preferred Shares may provide that they are redeemable
by the Fund at certain times, in whole or in part, at the liquidation preference of such share plus accumulated dividends, that the Fund may tender for or purchase Preferred Shares and that the Fund may subsequently resell any shares so tendered for
or purchased. Any redemption or purchase of Preferred Shares by the Fund would reduce the leverage applicable to Common Shares, while any resale of such shares by the Fund would increase such leverage.
RIGHTS OFFERINGS
The
Fund may in the future, and at its discretion, choose to make offerings of Rights to its
shareholders to purchase Common Shares. Rights may be issued independently or together with
any other offered security and may or may not be transferable by the person purchasing or
receiving the rights. In connection with a Rights offering to shareholders, the Fund would
distribute certificates or other documentation evidencing the Rights and a prospectus supplement
to the Fund’s shareholders as of the record date that the Fund sets for determining
the shareholders eligible to receive Rights in such Rights offering. Any such future Rights
offering will be made in accordance with the 1940 Act and, to the extent such Rights are
transferable, will comply with applicable interpretations of the SEC or its staff, as such
interpretations may be modified in the future, which currently require that: (i) the Fund’s
Board of Trustees make a good faith determination that such offering would result in a net
benefit to existing shareholders; (ii) the offering fully protects shareholders’ preemptive
rights and does not discriminate among shareholders (except for the possible effect of not
offering fractional rights); (iii) management uses its best efforts to ensure an adequate
trading market in the Rights for use by shareholders who do not exercise such Rights; and
(iv) the ratio of such transferable Rights offering does not exceed one new share for each
three rights held
The applicable prospectus supplement would describe the following terms
of the Rights (to the extent each is applicable) in respect of which this Prospectus is being delivered:
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the period of time the offering would remain open; |
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the underwriter or distributor, if any, of the Rights and any associated underwriting fees or discounts applicable to purchases of the Rights; |
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the title of such Rights; |
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the exercise price for such Rights (or method of calculation thereof); |
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the number of such Rights issued in respect of each share; |
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the number of Rights required to purchase a single share |
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the extent to which such Rights are transferable and the market on which they may be traded if they are transferable; |
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if such Rights are transferable, a discussion regarding
the Board of Trustees' basis for determining that such offering would result in a net benefit to existing shareholders; |
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if applicable, a discussion of the material U.S. federal income tax considerations applicable to the issuance or exercise of such Rights; |
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the date on which the right to exercise such Rights will commence, and the date on which such right will expire (subject to any extension); |
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the extent to which such Rights include an over-subscription privilege with respect to unsubscribed securities and the terms of such over-subscription privilege; |
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termination rights the Fund may have in connection with such Rights offering; |
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the expected trading market, if any, for such Rights; and |
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any other terms of such Rights, including exercise, settlement and other procedures and limitations relating to the transfer and exercise of such Rights. |
A certain number of Rights would entitle the holder of the Right(s) to
purchase for cash such number of shares at such exercise price as in each case is set forth in, or be determinable as set forth in, the prospectus supplement relating to the Rights offered thereby. Rights would be exercisable at any time up to the
close of
business on the expiration date for such Rights set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised Rights would become void. Upon
expiration of the Rights offering and the receipt of payment and the Rights certificate or other appropriate documentation properly executed and completed and duly executed at the corporate trust office of the Rights agent, or any other office
indicated in the prospectus supplement, the Common Shares purchased as a result of such exercise will be issued as soon as practicable. To the extent permissible under applicable law, the Fund may determine to offer any unsubscribed offered
securities directly to persons other than shareholders, to or through agents, underwriters or dealers or through a combination of such methods, as set forth in the applicable prospectus supplement.
CERTAIN PROVISIONS IN THE DECLARATION OF
TRUST AND BY-LAWS
General. The By-laws of the Fund provide that by becoming a shareholder of the Fund, each shareholder shall be deemed to have agreed to
be bound by the terms of the Declaration of Trust and By-laws. However, neither the Declaration of Trust nor the By-laws purport to require the waiver of a shareholder’s rights under the federal securities laws.
Shareholder and Trustee Liability. Under Massachusetts law,
shareholders could, under certain circumstances, be held personally liable for the Fund’s obligations. However, the Declaration of Trust contains an express disclaimer of shareholder liability for the Fund’s debts or obligations and
requires that notice of such limited liability be given in each agreement, obligation or instrument entered into or executed by the Fund or the trustees. The Declaration of Trust further provides for indemnification out of the Fund’s assets and
property for all loss and expense of any shareholder held personally liable for the Fund’s obligations. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Fund
would be unable to meet its obligations. The Fund believes that the likelihood of such circumstances is remote.
The Declaration of Trust provides that the Fund’s obligations are not binding upon the Fund’s trustees individually, but only upon
the Fund’s assets and property, and that the trustees shall not be liable for errors of judgment or mistakes of fact or law. Nothing in the Declaration of Trust, however, protects a trustee against any liability to which the trustee would
otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the trustee’s office.
Anti-Takeover
Provisions. The Declaration of Trust and By-laws include provisions that could limit the ability of other entities or persons to
acquire control of the Fund or to convert the Fund to open-end status. The By-laws require the Board of Trustees be divided into
three classes with staggered terms. See “Management of the Fund” in the SAI. This provision of the By-laws could delay for
up to two years the replacement of a majority of the Board of Trustees. When Preferred Shares are issued, holders of Preferred
Shares, voting as a separate class, are entitled to elect two of the Fund’s trustees. In addition, the Declaration of Trust
requires a vote by holders of at least two-third of the Common Shares and, if issued, Preferred Shares, voting together as a single
class, except as described below, to authorize (1) a conversion of the Fund from a closed-end to an open-end investment company, (2)
a merger or consolidation of the Fund, or a series or class of the Fund, with any corporation, association, trust or other
organization or a reorganization of the Fund, or a series or class of the Fund, (3) a sale, lease or transfer of all or
substantially all of the Fund’s assets (other than in the regular course of the Fund’s investment activities), (4) in
certain circumstances, a termination of the Fund, or a series or class of the Fund or (5) a removal of trustees by shareholders, and
then only for cause, unless, with respect to (1) through (4), such transaction has already been authorized by the affirmative vote
of two-thirds of the total number of trustees fixed in accordance with the Declaration of Trust or the By-laws, in which case the
affirmative vote of the holders of at least a majority of the Fund’s Common Shares and, if issued, Preferred Shares outstanding
at the time, voting together as a single class, would be required; provided, however, that where only a particular class or series
is affected (or, in the case of removing a trustee, when the trustee has been elected by only one class), only the required vote by
the applicable class or series will be required. However, approval of shareholders would not be required for any transaction,
whether deemed a merger, consolidation, reorganization or otherwise whereby the Fund issues shares in connection with the
acquisition of assets (including those subject to liabilities) from any other investment company or similar entity. In the case of
the conversion of the Fund to an open-end investment company, or in the case of any of the foregoing transactions constituting a
plan of reorganization that adversely affects the holders of any outstanding Preferred Shares, the action in question also would
require the affirmative vote of the holders of at least two-thirds of the Preferred Shares outstanding at the time, voting as a
separate class, unless such transaction has already been authorized by the affirmative vote of two-thirds of the total number of
trustees fixed in accordance with the Declaration of Trust or the By-laws, in which case the affirmative vote of the holders of at
least a majority of the Fund’s Preferred Shares outstanding at the time would be required. None of the foregoing provisions may
be amended except by the vote of at least two-thirds of the Common Shares and any preferred shares voting together as a single
class. The votes required to approve the conversion of the Fund from a closed-end to an open-end investment company or to approve
transactions constituting a plan of reorganization which adversely affects the holders of preferred shares are higher than those
required by the 1940 Act. The Board of Trustees believes that the provisions of the Declaration of Trust relating to such higher
votes are in the best interest of the Fund and its shareholders.
Procedural Requirements on Derivative Actions, Exclusive
Jurisdiction and Jury Trial Waiver. The By-laws of the Fund contain certain provisions affecting potential shareholder claims against the Fund, including procedural requirements for derivative actions, an exclusive forum provision, and the
waiver of shareholder rights to a jury trial. Massachusetts is considered a “universal demand” state, meaning that under Massachusetts corporate law a shareholder must make a demand on the company before bringing a derivative action (i.e.,
a lawsuit brought by a shareholder on behalf of the company). The By-laws of the Fund provide detailed procedures for the bringing of derivative actions by shareholders which are modeled on the substantive provisions of the Massachusetts corporate
law derivative demand statute. The procedures are intended to permit legitimate inquiries and claims while avoiding the time, expense, distraction, and other harm that can be caused to the Fund or its shareholders as a result of spurious shareholder
demands and derivative actions. Among other things, these procedures:
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provide that before bringing a derivative action, a shareholder must make a written demand to the Fund; |
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establish a 90-day review period, subject to extension in certain circumstances, for the Board of Trustees to evaluate the shareholder’s demand; |
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establish a mechanism for the Board of Trustees to submit the question of whether to maintain a derivative action to a vote of shareholders; |
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provide that if the Fund does not notify the requesting shareholder of the rejection of the demand within the applicable review period, the shareholder may commence a derivative action; |
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establish bases upon which a trustee will not be considered to be not independent for purposes of evaluating a derivative demand; and |
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provide that if the trustees who are independent for purposes of considering a shareholder demand determine in good faith within the applicable review period that the maintenance of a derivative action is not in the
best interest of the Fund, the shareholder shall not be permitted to maintain a derivative action unless the shareholder first sustains the burden of proof to the court that the decision of the trustees not to pursue the requested action was not a
good faith exercise of their business judgment on behalf of the Fund. |
These procedures may be more restrictive than procedures for bringing derivative suits applicable to other investment companies.
The By-laws also require that actions by shareholders against the Fund,
except for actions under the U.S. federal securities laws, be brought only in a certain federal court in Massachusetts, or if not permitted to be brought
in federal court, then in the Business Litigation Session of the Massachusetts Superior Court in Suffolk County (the “Exclusive Jurisdictions”), and that the right to jury trial be
waived to the fullest extent permitted by law. Other investment companies may not be subject to similar restrictions. The designation of Exclusive Jurisdictions may make it more expensive for a shareholder to bring a suit than if the shareholder
were permitted to select another jurisdiction. Also, the designation of Exclusive Jurisdictions and the waiver of jury trials limit a shareholder’s ability to litigate a claim in the jurisdiction and in a manner that may be more favorable to
the shareholder. It is possible that a court may choose not to enforce these provisions of the Fund’s By-laws.
Preemptive
Rights. The Declaration of Trust provides that Common Shareholders shall have no right to acquire, purchase or subscribe for any
shares or investments of the Fund, other than such right, if any, as the Fund’s Board of Trustees in its discretion may determine. As of the
date of this Prospectus, no preemptive rights have been granted by the Board of Trustees.
Reference should be made to the Declaration of Trust and By-laws on
file with the SEC for the full text of these provisions.
REPURCHASE OF FUND SHARES; CONVERSION TO OPEN-END FUND
The
Fund is a closed-end investment company and as such its shareholders will not have the right
to cause the Fund to redeem their shares. Instead, the Common Shares will trade in the open
market at a price that will be a function of several factors, including dividend levels (which
are in turn affected by expenses), NAV, call protection, dividend stability, portfolio credit
quality, relative demand for and supply of such shares in the market, general market and
economic conditions and other factors. Because shares of closed-end investment companies
may frequently trade at prices lower than NAV, the Fund’s Board of Trustees has currently
determined that, at least annually, it will consider action that might be taken to reduce
or eliminate any material discount from NAV in respect of Common Shares, which may include
the repurchase of such shares in the open market or in private transactions, the making of
a tender offer for such shares at NAV, or the conversion of the Fund to an open-end investment
company. The Fund cannot assure you that its Board of Trustees will decide to take any of
these actions, or that share repurchases or tender offers will actually reduce market discount.
If the Fund
converted to an open-end investment company, it would be required to redeem all
Preferred Shares, including VRDP Shares and MFP Shares, then outstanding (requiring in turn that it liquidate a portion of
its investment portfolio), and the Common Shares would no longer be listed on the NYSE or elsewhere and it would likely have
to significantly reduce any leverage it is then employing, which may require a repositioning of its investment portfolio,
which may in turn generate substantial transaction costs, which would be borne by Common Shareholders, and may adversely
affect Fund performance and Fund distributions. In contrast to a closed-end
investment company, shareholders of an open-end investment company may require the
company to redeem their shares at any time (except in certain circumstances as authorized by the 1940 Act or the rules
thereunder) at their NAV, less any redemption charge that is in effect at the time of redemption. The Fund currently expects
that any such redemptions would be made in cash. The Fund may charge sales or redemption fees upon conversion to an open-end
fund. In order to avoid maintaining large cash positions or liquidating favorable investments to meet redemptions, open-end
investment companies typically engage in a continuous offering of their shares. Open-end
investment companies are thus subject to periodic asset in-flows and out-flows
that can complicate portfolio management. The Board of Trustees may at any time propose conversion of the Fund to an open-end
investment company depending upon its judgment as to the advisability of such action in light of circumstances then
prevailing.
Before
deciding whether to take any action if the Common Shares trade below NAV, the Fund’s
Board of Trustees would consider all relevant factors, including the extent and duration
of the discount, the liquidity of the Fund’s portfolio, the impact of any action that
might be taken on the Fund or its shareholders, and market considerations. Based on these
considerations, even if the Fund’s shares should trade at a discount, the Board of Trustees
may determine that, in the interest of the Fund and its shareholders, no action should be
taken.
TAX MATTERS
[The
following information is meant as a general summary for U.S. shareholders. This summary does
not discuss the tax consequences of an investment in Rights or Preferred Shares. Please see
the SAI for additional information. Investors should rely on their own tax adviser for advice
about the particular federal, state and local tax consequences to them of investing in the
Fund.
The Fund has elected
and intends to qualify each year to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal
Revenue Code of 1986, as amended. In order to qualify for treatment as a RIC, the Fund must satisfy certain requirements regarding the
sources of its income, the diversification of its assets and the distribution of its income. As a RIC, the Fund is not expected to be
subject to federal income tax. The Fund primarily invests in municipal securities issued by states, cities and local authorities and
certain possessions and territories of the United States (such as Puerto Rico or Guam) or municipal securities whose income is otherwise
exempt from regular federal income tax, federal alternative minimum tax applicable to individuals and California income tax. To qualify to pay exempt-interest dividends, which are treated as items of interest excludable
from gross income for federal income tax purposes, at least 50% of the value of the total assets of the Fund must consist of obligations
exempt from regular income tax as of the close of each quarter of the Fund’s taxable year. If the proportion of taxable investments
held by the Fund exceeds 50% of the Fund’s total assets as of the close of any quarter of any Fund taxable year, the Fund would
not for that taxable year satisfy the general eligibility test that would otherwise permit it to pay exempt-interest dividends. A shareholder
treats an exempt-interest dividend as interest on state and local bonds exempt from regular federal income tax. Federal income tax law
imposes an alternative minimum tax. Interest on certain municipal securities, such as certain private activity bonds, is included as
an item of tax preference in determining the amount of a taxpayer’s alternative minimum taxable income. To the extent that the
Fund receives income from such municipal securities, a portion of the dividends paid by the Fund, although exempt from regular federal
income tax, will be taxable to shareholders whose tax liabilities are determined under the federal alternative minimum tax. The Fund expects that under normal circumstances it will not invest in municipal securities the interest on which is subject to the federal
alternative minimum tax applicable to individuals.
In addition to
exempt-interest dividends, the Fund may also distribute to its shareholders amounts that are treated as long-term capital gain or
ordinary income (which may include short-term capital gains). These distributions are generally subject to regular federal income
tax, whether or not reinvested in additional shares. Net capital gain distributions (the excess of net long-term capital gain over net
short-term capital loss) that are properly reported to fund shareholders as capital dividends are generally taxable at rates
applicable to long-term capital gains regardless of how long a shareholder has held its shares. Long-term capital gains are
currently taxable to non-corporate shareholders at rates of up to 20%. Distributions of net short-term capital gains for a taxable
year in excess of net long-term capital losses for such taxable year generally will be taxable at ordinary income rates to a
shareholder receiving such distributions. The Fund does not expect that any part of its distributions to shareholders from its
investments will qualify for the dividends-received deduction available to corporate shareholders or as “qualified dividend
income,” which is taxable to non-corporate shareholders at preferential U.S. federal income tax rates.
A 3.8% Medicare contribution
tax generally applies to all or a portion of the net investment income of a shareholder who is an individual and not a nonresident alien
for U.S. federal income tax purposes and who has adjusted gross income (subject to certain adjustments) that exceeds a threshold amount
($250,000 if married filing jointly or if considered a “surviving spouse” for federal income tax purposes, $125,000 if married
filing separately, and $200,000 in other cases). This 3.8% tax also applies to all or a portion of the undistributed net investment income
of certain shareholders that are estates and trusts. For these purposes, interest, dividends, and certain capital gains are generally
taken into account in computing a shareholder’s net investment income, but exempt-interest dividends are not taken into account.
As a RIC, the Fund will
not be subject to federal income tax in any taxable year provided that it meets certain requirements. As described in “Distributions”
above, the Fund may retain for investment some (or all) of its net capital gain. If the Fund retains any net capital gain or taxable
net investment income, it will be subject to tax at the regular corporate rate on the amount retained. If the Fund retains any net capital
gain, it may designate the retained amount as undistributed capital gains in a notice to its shareholders who, if subject to federal
income tax on long-term capital gains, (i) will be required to include in income for federal income tax purposes, as long-term capital
gain, their share of such undistributed amount; (ii) will be deemed to have paid their proportionate shares of the tax paid by the Fund
on such undistributed amount and will be entitled to credit that amount of tax against their federal income tax liabilities, if any;
and (iii) will be entitled to claim refunds to the extent the credit exceeds such liabilities. For federal income tax purposes, the tax
basis of shares owned by a shareholder of the Fund will be increased by an amount equal to the difference between the amount of undistributed
capital gains included in the shareholder’s gross income and the tax deemed paid by the shareholder.
Dividends declared by
the Fund in October, November or December, payable to shareholders of record in such a month, and paid during the following January
will be treated as having been received by shareholders in the year the distributions were declared.
Each shareholder will
receive an annual statement summarizing the U.S. federal income tax status of all distributions.
The repurchase, sale
or exchange of Common Shares normally will result in capital gain or loss to holders of Common Shares who hold their shares as capital
assets. Generally a shareholder’s gain or loss will be long-term capital gain or loss if the shares have been held for more than
one year even though the increase in value in such Common Shares may be at least partly attributable to tax-exempt interest income. Present
law taxes both long-term and short-term capital gains of corporations at the rates applicable to ordinary income. For non-corporate taxpayers,
however, long-term capital gains are currently taxed at rates of up to 20%. Short-term capital gains and other ordinary income are taxed
to non-corporate taxpayers at ordinary income rates. If a shareholder sells or otherwise disposes of Common Shares before holding them
for six months, any loss on the sale or disposition will be treated as a long-term capital loss to the extent of any amounts treated
as distributions to the Common Shareholder of long-term capital gain (including any amount credited to the shareholder as undistributed
capital gain) or (2) disallowed to the extent of exempt interest dividends received by a Common Shareholder. Any loss realized by a shareholder
on the disposition of shares held 6 months or less is disallowed to the extent of the amount of exempt-interest dividends received by
the shareholder with respect to Common Shares. Any loss realized on a sale or exchange of shares of the Fund will be disallowed to the
extent those shares of the Fund are replaced by substantially identical shares of the Fund (including shares acquired by reason of participation
in the Plan) within a period of 61 days beginning 30 days before and ending 30 days after the date of disposition of the original shares,
or to the extent the shareholder enters into a contract or option to repurchase shares within such period. In that event, the basis of
the replacement shares of the Fund will be adjusted to reflect the disallowed loss.
Any interest on indebtedness
incurred or continued to purchase or carry the Fund’s shares to which exempt-interest dividends are allocated is not deductible.
Under certain applicable rules, the purchase or ownership of shares may be considered to have been made with borrowed funds even though
such funds are not directly used for the purchase or ownership of the shares. In addition, if you receive social security or certain
railroad retirement benefits, you may be subject to U.S. federal income tax on a portion of such benefits as a result of receiving investment
income, including exempt-interest dividends and other distributions paid by the Fund.
The Fund may be required
to withhold (as “backup withholding”) U.S. federal income tax from distributions (including exempt-interest dividends) and
repurchase proceeds payable to a shareholder if the shareholder fails to provide the Fund with his or her correct taxpayer identification
number or to make required certifications, or if the shareholder has been notified by the IRS that he or she is subject to backup withholding.
The backup withholding rate is 24%. Backup withholding is not an additional tax; rather, it is a way in which the IRS ensures it will
collect taxes otherwise due. Any amounts withheld may be credited against a shareholder’s U.S. federal income tax liability.
The Fund expects that under normal circumstances it will not invest in municipal securities the interest on which is subject to the federal
alternative minimum tax applicable to individuals. In addition,
distributions of taxable ordinary income (including any net short-term capital gain) will be taxable to shareholders as ordinary income
(and not eligible for favorable taxation as “qualified dividend income”), and capital gain dividends will be taxable as long-term
capital gains.
California Tax Matters.
The Fund’s regular monthly dividends will not be subject to California personal income tax to the extent they are paid out
of income earned on obligations that, when held by individuals, pay interest that is exempt from taxation by California under California
law (e.g., obligations of California and its political subdivisions) or federal law, so long as at the close of each quarter of the Fund’s
taxable year at least 50% of the value of the Fund’s total assets consists of such obligations and the Fund designates such tax-exempt
distributions pursuant to certain written notice requirements to its shareholders. The portion of the Fund’s monthly dividends
that is attributable to income other than as described in the preceding sentence will be subject to the California income tax. The Fund
expects to earn no or only a minimal amount of such non-exempt income. If you are an individual California resident, you will be subject
to California personal income tax to the extent the Fund distributes any realized capital gains, or if you sell or exchange shares and
realize a capital gain on the transaction.
Other State and
Local Tax Matters. The exemption from U.S. federal and California income tax for exempt-interest dividends generally does not
result in exemption for such dividends under the income or other tax laws of any state or local taxing authority. In some states,
however, the portion of any exempt-interest dividends derived from interest received by the Fund on its holdings of that
state’s securities and those of its political subdivisions and instrumentalities is exempt from the state’s income tax.
The Fund will report annually to its shareholders the percentage of interest income earned by the Fund during the preceding year on
tax-exempt obligations indicating, on a state-by-state basis, the source of such income. Shareholders of the Fund are advised to
consult their own tax advisors about California tax matters or the tax laws of their state and locality of residence]
CUSTODIAN AND TRANSFER AGENT
The custodian of the assets of the Fund is State Street Bank and Trust
Company, One Congress Street, Suite 1, Boston, Massachusetts 02114-2016 (the “Custodian”). The Custodian performs custodial, fund accounting and portfolio accounting services. The Fund’s transfer, shareholder services and
dividend paying agent with respect to the Fund’s Common Shares is Computershare Inc. and Computershare Trust Company, N.A., located at 150 Royall Street, Canton, Massachusetts 02021. The transfer agent, tender and dividend paying agent and
calculation agent for any Preferred Shares, will be identified in the applicable prospectus supplement.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
[__], an independent registered public accounting firm, provides auditing services to the
Fund. The principal business address of [__].
LEGAL MATTERS
Certain
legal matters in connection with the offering will be passed upon for the Fund by Stradley Ronon Stevens & Young, LLP, located at
2005 Market Street, Suite 2600, Philadelphia, Pennsylvania. Stradley Ronon Stevens & Young, LLP may rely as to certain matters of
Massachusetts law on the opinion of [__]. Any additional legal opinions will be described in a prospectus
supplement.
AVAILABLE
INFORMATION
The Fund is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the 1940 Act and is required to file reports, proxy statements and other information with the SEC. Reports, proxy statements, and other information
about the Fund can be inspected at the offices of the NYSE.
This
Prospectus does not contain all of the information in the Fund’s Registration Statement, including amendments, exhibits, and schedules. Statements in this Prospectus about the contents of any contract or other document are not necessarily
complete and, in each instance, reference is made to the copy of the contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by this reference.
Additional information about the Fund and the Securities can be found
in the Fund’s Registration Statement (including amendments, exhibits, and schedules) on Form N-2 filed with the SEC. The SEC maintains a website (http://www.sec.gov) that contains the Fund’s
Registration Statement, other documents incorporated by reference, and other information the Fund has filed electronically with the SEC, including proxy statements and reports filed under the Exchange Act.
INCORPORATION BY REFERENCE
The documents listed below, and any reports and other documents
subsequently filed with the SEC pursuant to Section 30(b)(2) of the 1940 Act and Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering will be incorporated by reference into this Prospectus and deemed
to be part of this Prospectus from the date of the filing of such reports and documents:
| |
● |
|
The Fund’s SAI, dated [_____, 2024]; |
| |
● |
|
The Fund’s annual report on Form
N-CSR for the fiscal year ended February 29, 2024. |
| |
● |
|
The description of the Common Shares contained in the Fund’s Registration Statement on Form 8-A
(File No. 001-31491) filed with the SEC on January 15, 2014, including any amendment or report filed for the purpose of updating such description prior to the termination of the offering registered hereby. |
The information incorporated by reference is considered to be part of
this Prospectus, and later information that the Fund files with the SEC will automatically update and supersede this information. Incorporated materials not delivered with the Prospectus may be obtained, without charge, by calling (800) 257-8787, by writing to the Fund at 333 West Wacker Drive, Chicago, Illinois 60606, or from the Fund’s website (http://www.nuveen.com).
[__]
The
information in this Statement of Additional Information is not complete and may be changed. We may not sell these securities until
the registration statement filed with the Securities and Exchange Commission is effective. This Statement of Additional Information
is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the
offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED October 11, 2024
333 West Wacker Drive
Chicago,
Illinois 60606
STATEMENT OF ADDITIONAL INFORMATION
[_____], 2024
Nuveen California AMT-Free Quality Municipal Income Fund (the “Fund”) is a diversified, closed-end
management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund was organized as a Massachusetts business trust on July 29, 2002.
This Statement of
Additional Information (the “SAI”) relating to the common shares (“Common Shares”) of the Fund does not constitute
a prospectus, but should be read in conjunction with the Fund’s prospectus relating thereto dated [______], 2024 (the “Prospectus”)
and any related prospectus supplement. This SAI does not include all information that a prospective investor should consider before
purchasing such shares. Investors should obtain and read the Prospectus prior to purchasing. In addition, the Fund’s financial
statements and the independent registered public accounting firm’s report therein included in the Fund’s annual
report dated February 29, 2024, are incorporated herein by reference. A copy of the Prospectus may be obtained without charge
by calling (800) 257-8787. You may also obtain a copy of the Prospectus on the U.S. Securities and Exchange Commission’s
(the “SEC”) web site (http://www.sec.gov). Capitalized terms used but not defined in this SAI have the meanings ascribed
to them in the Prospectus.
TABLE OF CONTENTS
USE OF PROCEEDS
Unless
otherwise specified in a prospectus supplement, the net proceeds from the issuance of Securities hereunder will be invested in accordance
with the Fund’s investment objectives and policies as stated below. Pending investment, the timing of which may vary depending on
the size of the investment but in no case is expected to exceed 30 days, it is anticipated that the proceeds will be invested in short-term or long-term securities issued by the U.S. Government and its agencies or instrumentalities or in high quality,
short-term money market instruments.
INVESTMENT OBJECTIVES AND POLICIES
Please refer to the section of the Fund’s most recent annual report on Form N-CSR entitled
“Shareholder Update—Current Investment Objectives, Investment Policies and Principal Risks of the Funds—Investment Objectives” and “—Investment Policies,” as such investment objectives and investment policies may
be supplemented from time to time, which is incorporated by reference herein, for a discussion of the Fund’s investment objectives and policies.
INVESTMENT
RESTRICTIONS
Except
as described below, the Fund, as a fundamental policy, may not, without the approval of the holders of a “majority of the
outstanding” Common Shares and preferred shares, including the Fund’s outstanding Variable Rate Demand Preferred Shares
(referred to herein as “VRDP Shares”) and its outstanding MuniFund Preferred Shares (referred to herein as “MFP
Shares”) (collectively, “Preferred Shares”), voting together as a single class, and of the holders of a majority
of the outstanding Preferred Shares voting as a separate class:
(1)
Issue senior securities, as defined in the 1940 Act, other than Preferred Shares, except to the extent permitted under the 1940 Act and
except to the extent such issuance might be involved with respect to borrowings described under subparagraph (2) below;1
(2)
Borrow money, except from banks for temporary or emergency purposes or for repurchase of its shares, and then only in an amount
not exceeding one-third of the value of the Fund’s total assets (including the amount borrowed) less the Fund’s liabilities
(other than borrowings);1,2
(3)
Act as underwriter of another issuer’s securities, except to the extent that the Fund may be deemed to be an underwriter
within the meaning of the Securities Act of 1933, as amended (the “1933 Act”) in connection with the purchase and
sale of portfolio securities;
(4)
Invest more than 25% of its total assets in securities of issuers in any one industry; provided, however, that such limitation
shall not apply to municipal bonds other than those municipal bonds backed only by the assets and revenues of non-governmental
users;3
(5)
Purchase or sell real estate, but this shall not prevent the Fund from investing in municipal bonds secured by real estate or
interests therein or foreclosing upon and selling such security;
(6)
Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall
not prevent the Fund from purchasing or selling options, futures contracts, derivative instruments or from investing in securities
or other instruments backed by physical commodities);
(7)
Make loans, except as permitted by the 1940 Act, and exemptive orders granted under the 1940 Act; and;4
| 1 | Section
18(c) of the 1940 Act generally limits a registered closed-end investment company to issuing one class of senior securities representing
indebtedness and one class of senior securities representing stock, except that the class of indebtedness or stock may be issued
in one or more series, and promissory notes or other evidences of indebtedness issued in consideration of any loan, extension,
or renewal thereof, made by a bank or other person and privately arranged, and not intended to be publicly distributed, are not
deemed a separate class of senior securities. |
| 2 | Section
18(a) of the 1940 Act generally prohibits a registered closed-end fund from incurring borrowings if, immediately thereafter, the
aggregate amount of its borrowings exceeds 33 1/3% of its total assets. |
| 3 | For
purposes of this restriction, governments and their political subdivisions are not members of any industry. |
| 4 | Section
21 of the 1940 Act makes it unlawful for a registered investment company, like the Fund, to lend money or other property if (i)
the investment company’s policies set forth in its registration statement do not permit such a loan or (ii) the borrower
controls or is under common control with the investment company. The Fund has not applied for, and currently does not intend to
apply for, any exemptive relief that would allow it to make loans outside of the limits of the 1940 Act. |
(8)
Purchase any securities (other than obligations issued or guaranteed by the United States Government or by its agencies or instrumentalities),
if as a result more than 5% of the Fund’s total assets would then be invested in securities of a single issuer or if as
a result the Fund would hold more than 10% of the outstanding voting securities of any single issuer; provided that, with respect
to 50% of the Fund’s assets, the Fund may invest up to 25% of its assets in the securities of any one issuer.
For
purposes of the foregoing, “majority of the outstanding,” when used with respect to particular shares of the Fund,
means (i) 67% or more of the shares present at a meeting, if the holders of more than 50% of the shares are present or represented
by proxy, or (ii) more than 50% of the shares, whichever is less.
For
the purpose of applying the limitation set forth in subparagraph (1) above, the Fund may not issue senior securities not permitted
by the 1940 Act simply by describing such securities in the Prospectus.
For
the purpose of applying the limitation set forth in subparagraph (4) above, such limitation will apply to tax-exempt municipal
securities if the payment of principal and interest for such securities is derived principally from a specific project associated
with an issuer that is not a governmental entity or a political subdivision of a government, and in that situation the Fund will
consider such municipal securities to be in an industry associated with the project.
For
the purpose of applying the limitation set forth in subparagraph (8) above, an issuer shall be deemed the sole issuer of a security
when its assets and revenues are separate from other governmental entities and its securities are backed only by its assets and
revenues. Similarly, in the case of a non-governmental issuer, such as an industrial corporation or a privately owned or operated
hospital, if the security is backed only by the assets and revenues of the non-governmental issuer, then such non-governmental
issuer would be deemed to be the sole issuer. Where a security is also backed by the enforceable obligation of a superior or unrelated
governmental or other entity (other than a bond insurer), it shall also be included in the computation of securities owned that
are issued by such governmental or other entity. Where a security is guaranteed by a governmental entity or some other facility,
such as a bank guarantee or letter of credit, such a guarantee or letter of credit would be considered a separate security and
would be treated as an issue of such government, other entity or bank. When a municipal bond is insured by bond insurance, it
shall not be considered a security that is issued or guaranteed by the insurer; instead, the issuer of such municipal bond will
be determined in accordance with the principles set forth above. The foregoing restrictions do not limit the percentage of the
Fund’s assets that may be invested in municipal securities insured by any given insurer.
The
Fund is diversified for purposes of the 1940 Act. Consequently, as to 75% of the Fund’s total assets, the Fund may not (1)
purchase the securities of any one issuer (other than cash, securities of other investment companies and securities issued by
the U.S. government or its agencies or instrumentalities) if immediately after such purchase, more than 5% of the value of the
Fund’s total assets would be invested in securities of such issuer or (2) purchase more than 10% of the outstanding voting
securities of such issuer.
Subject
to certain exemptions, under the 1940 Act, the Fund may invest only up to 10% of its total assets in the aggregate in shares of
other investment companies and only up to 5% of its total assets in any one investment company, provided the investment does not
represent more than 3% of the voting stock of the acquired investment company at the time such shares are purchased. As a shareholder
of any investment company, the Fund will bear its ratable share of that investment company’s expenses, and will remain subject
to payment of the Fund’s management, advisory and administrative fees with respect to assets so invested. Holders of Common
Shares (“Common Shareholders”) would therefore be subject to duplicative expenses to the extent the Fund invests in
other investment companies. In addition, the securities of other investment companies may also be leveraged and will therefore
be subject to leverage risks. The Fund will consider the investments of underlying investment companies when determining compliance
with Rule 35d-1 under the 1940 Act. Moreover, the Fund will consider the investments of underlying investment companies when determining
compliance with its own concentration policy, to the extent the Fund has sufficient information about such investments.
In
addition to the foregoing fundamental investment policies, the Fund is also subject to the following non-fundamental restrictions
and policies, which may be changed by the Fund’s Board of Trustees (the “Board”). The Fund may not:
(1)
Sell securities short, unless the Fund owns or has the right to obtain securities equivalent in kind and amount to the securities
sold, at no added cost, and provided that transactions in options, futures contracts, options on futures contracts, or other derivative
instruments are not deemed to constitute selling securities short.
(2)
Invest more than 10% of its total assets in securities of other open- or closed- end investment companies (including exchange-traded
funds (“ETFs”)), except in compliance with the 1940 Act and any exemptive relief obtained thereunder.
(3)
Enter into futures contracts or related options or forward contracts, if more than 30% of the Fund’s net assets (total assets
less liabilities) would be represented by futures contracts or more than 5% of the Fund’s net assets would be committed
to initial margin deposits and premiums on futures contracts and related options.
(4)
Purchase securities when borrowings exceed 5% of its total assets if and so long as Preferred Shares are outstanding.
(5)
Purchase securities of companies for the purpose of exercising control, except that the Fund may invest up to 5% of its net assets
in tax-exempt or taxable fixed-income securities or equity securities for the purpose of acquiring control of an issuer whose
municipal bonds (a) the Fund already owns and (b) have deteriorated or are expected shortly to deteriorate significantly in credit
quality, provided the Fund’s sub-adviser, Nuveen Asset Management, LLC (“Nuveen Asset Management”) determines
that such investment should enable the Fund to better maximize the value of its existing investment in such issuer.
The
restrictions and other limitations set forth above will apply only at the time of purchase of securities and will not be considered
violated unless an excess or deficiency occurs or exists immediately after and as a result of an acquisition of securities.
The
Fund may be subject to certain restrictions imposed by either guidelines of one or more nationally recognized statistical rating
organizations (“NRSROs”) that may issue ratings for Preferred Shares, or, if issued, commercial paper or notes, or,
if the Fund borrows from a lender, by the lender. These guidelines may impose asset coverage or portfolio composition requirements
that are more stringent than those imposed on the Fund by the 1940 Act. If these restrictions were to apply, it is not anticipated
that these covenants or guidelines would impede the Funds investment adviser, Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors”
or the “Adviser”), from managing the Fund’s portfolio in accordance with the Fund’s investment objectives
and policies.
At
least six months prior to the scheduled redemption of all of the Fund’s outstanding Variable Rate Demand Preferred Shares
(referred to herein as “VRDP Shares”) in 2040, the Fund will maintain segregated assets rated at least investment
grade (and including deposit securities, including, but not limited to, cash or cash equivalents, U.S. government securities,
highly rated municipal obligations or money market funds, in an amount equal to 20% of segregated assets, with 135 days remaining
to the redemption date, increasing to 100% with 15 days remaining) with a market value equal to at least 110% of the liquidation
preference of all outstanding VRDP Shares until the redemption of all such outstanding VRDP Shares.
At
least six months prior to the scheduled redemption of all outstanding MFP Shares in 2047, the Fund will earmark assets rated at
least A- or the equivalent (and including deposit securities, including, but not limited to, cash or cash equivalents, U.S. government
securities, highly rated municipal obligations or money market funds, in an amount equal to 20% of segregated assets, with 135
days remaining to the redemption date, increasing to 100% with 15 days remaining) with a market value equal to at least 110% of
all outstanding MFP Shares until the redemption of all such outstanding MFP Shares.
THE FUND’S INVESTMENTS
Municipal Securities
General. The
Fund may invest in various municipal securities, including municipal bonds and notes, securities issued to finance
and refinance public projects, variable rate demand obligations, and other related securities and derivative instruments
creating exposure to municipal bonds, notes and securities that provide for the payment of interest income that is exempt
from U.S. federal and California income tax. Municipal securities are often issued by state and local governmental entities
to finance or refinance public projects such as roads, schools, and water supply systems. Municipal securities may also be
issued on behalf of private entities or for private activities, such as housing, medical and educational facility
construction, or for privately owned transportation, electric utility or pollution control projects. Municipal securities may
be issued on a long-term basis to provide permanent financing. The repayment of such debt may be secured generally by a
pledge of the full faith and credit taxing power of the issuer, a limited or special tax, or any other revenue source,
including project revenues, which may include tolls, fees and other user charges, lease payments and mortgage payments.
Municipal securities may also be issued to finance projects on a short-term interim basis, anticipating repayment with the
proceeds of the later issuance of long-term debt. The Fund may purchase municipal securities in the form of bonds, notes,
leases or certificates of participation; structured as callable or non-callable;
with payment forms including fixed coupon, variable rate, zero coupon, capital appreciation bonds, tender option
bonds, residual interest bonds, and inverse floating rate securities; or may be acquired through
investments in pooled vehicles, partnerships or other investment companies. Inverse floating rate securities are securities
that pay interest at rates that vary inversely with changes in prevailing short-term tax-exempt
interest rates and represent a leveraged investment in an underlying municipal security, which could have the economic effect
of leverage. The Fund may invest in municipal securities that are additionally secured by insurance, bank credit agreements
or escrow accounts.
The municipal securities in which the Fund generally invests are issued by the State of California, a municipality in California,
or a political subdivision or agency or instrumentality of such state or municipality, and pay interest that, in the opinion
of bond counsel to the issuer (or on the basis of other authority believed by the Fund’s sub-adviser to be reliable),
is exempt from regular federal and California personal income taxes and is also exempt from the federal alternative minimum
tax applicable to individuals.
Securities of below-investment-grade quality (Ba/BB or below) are commonly referred to as
“junk bonds.” Municipal securities rated below-investment-grade quality are obligations of issuers that are considered predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal according to
the terms of the obligation and, therefore, carry greater investment risk, including the possibility of issuer default and bankruptcy and increased market price volatility. Municipal securities rated below-investment-grade tend to be less marketable
than higher-quality securities because the market for them is less broad. The market for unrated municipal securities is even narrower. During periods of thin trading in these markets, the spread between bid and asked prices is likely to increase
significantly and the Fund may have greater difficulty selling its holdings of these types of portfolio securities. The Fund will be more dependent on the research and analysis of Nuveen Fund Advisors and/or Nuveen Asset Management when investing in
these securities.
Municipal securities rated Baa or BBB are considered “investment grade” securities. Issuers of municipal
securities rated BBB or Baa are regarded as having average creditworthiness relative to other U.S. municipal issuers; however, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the issuer to meet
its financial commitments.
The credit ratings assigned by rating agencies from time to time represent their opinions as to the quality of
the municipal securities they rate. However, it should be emphasized that ratings are general and are not absolute standards of quality. Consequently, municipal securities with the same maturity, coupon and rating may have different yields while
obligations of the same maturity and coupon with different ratings may have the same yield. A general description of the ratings of municipal securities by S&P Global Ratings, Moody’s Investors Service, Inc. and Fitch Ratings, Inc. is set
forth in Appendix A to the SAI.
Municipal securities are either general obligation or revenue bonds and typically are issued to finance
public projects (such as roads or public buildings), to pay general operating expenses or to refinance outstanding debt. General obligation bonds are backed by the full faith and credit, or taxing authority, of the issuer and may be repaid from any
revenue source; revenue bonds may be repaid only from the revenues of a specific facility or source. The Fund also may purchase municipal securities that represent lease obligations, municipal notes,
pre-refunded municipal
bonds, private activity bonds, floating rate securities and other related securities and may purchase derivative instruments that
create exposure to municipal bonds, notes and securities. The yields on municipal securities depend on a variety of factors, including
prevailing interest rates and the condition of the general money market and the municipal bond market, the size of a particular
offering, the maturity of the obligation and the rating of the issue. A municipal security’s market value generally will
depend upon its form, maturity, call features, and interest rate, as well as the credit quality of the issuer, all such factors
examined in the context of the municipal securities market and interest rate levels and trends. The market value of municipal
securities will vary with changes in interest rate levels and as a result of changing evaluations of the ability of their issuers
to meet interest and principal payments.
Municipal
Leases and Certificates of Participation. The Fund also may purchase municipal securities
that represent lease obligations and certificates of participation in such leases. These
carry special risks because the issuer of the securities may not be obligated to appropriate
money annually to make payments under the lease. A municipal lease is an obligation in the
form of a lease or installment purchase that is issued by a state or local government to
acquire equipment and facilities. Income from such obligations generally is exempt from state
and local taxes in the state of issuance. Leases and installment purchase or conditional
sale contracts (which normally provide for title to the leased asset to pass eventually to
the governmental issuer) have evolved as a means for governmental issuers to acquire property
and equipment without meeting the constitutional and statutory requirements for the issuance
of debt. The debt issuance limitations are deemed to be inapplicable because of the inclusion
in many leases or contracts of “non-appropriation” clauses that relieve the governmental
issuer of any obligation to make future payments under the lease or contract unless money
is appropriated for such purpose by the appropriate legislative body on a yearly or other
periodic basis. In addition, such leases or contracts may be subject to the temporary abatement
of payments in the event the issuer is prevented from maintaining occupancy of the leased
premises or utilizing the leased equipment or facilities. Although the obligations may be
secured by the leased equipment or facilities, the disposition of the property in the event
of non-appropriation or foreclosure might prove difficult, time consuming and costly, and
result in a delay in recovering, or the failure to recover fully, the Fund’s original
investment. To the extent that the Fund invests in unrated municipal leases or participates
in such leases, the credit quality rating and risk of cancellation of such unrated leases
will be monitored on an ongoing basis. In order to reduce this risk, the Fund purchases municipal
securities representing lease obligations only where Nuveen Fund Advisors and/or Nuveen Asset
Management believes the issuer has a strong incentive to continue making appropriations until
maturity.
A certificate
of participation represents an undivided interest in an unmanaged pool of municipal leases, an installment purchase agreement
or other instruments. The certificates typically are issued by a municipal agency, a trust or other entity that has received an
assignment of the payments to be made by the state or political subdivision under such leases or installment purchase agreements.
Such certificates provide the Fund with the right to a pro rata undivided interest in the underlying municipal securities. In
addition, such participations generally provide the Fund with the right to demand payment, on not more than seven days’ notice,
of all or any part of the Fund’s participation interest in the underlying municipal securities, plus accrued interest.
Municipal
Notes. Municipal securities in the form of notes generally are used to provide for short-term capital
needs, in anticipation of an issuer’s receipt of other revenues or financing, and typically have maturities of up to three
years. Such instruments may include tax anticipation notes, revenue anticipation notes, bond anticipation notes, tax and revenue
anticipation notes and construction loan notes. Tax anticipation notes are issued to finance the working capital needs of governments.
Generally, they are issued in anticipation of various tax revenues, such as income, sales, property, use and business taxes, and
are payable from these specific future taxes. Revenue anticipation notes are issued in expectation of receipt of other kinds of
revenue, such as federal revenues available under federal revenue sharing programs. Bond anticipation notes are issued to provide
interim financing until long-term bond financing can be arranged. In most cases, the long-term bonds then provide the funds needed
for repayment of the bond anticipation notes. Tax and revenue anticipation notes combine the funding sources of both tax anticipation
notes and revenue anticipation notes. Construction loan notes are sold to provide construction financing. Mortgage notes insured
by the Federal Housing Administration secure these notes; however, the proceeds from the insurance may be less than the economic
equivalent of the payment of principal and interest on the mortgage note if there has been a default. The anticipated revenues
from taxes, grants or bond financing generally secure the obligations of an issuer of municipal notes. However, an investment
in such instruments presents a risk that the anticipated revenues will not be received or that such revenues will be insufficient
to satisfy the issuer’s payment obligations under the notes or that refinancing will be otherwise unavailable.
Pre-Refunded Municipal Securities. The principal of, and interest on, pre-refunded municipal securities are no longer paid from the original revenue source for the securities. Instead, the source of such payments is typically an escrow fund consisting of U.S. Government securities.
The assets in the escrow fund are derived from the proceeds of refunding bonds issued by the same issuer as the pre-refunded municipal securities. Issuers of municipal securities use this advance refunding
technique to obtain more favorable terms with respect to securities that are not yet subject to call or redemption by the issuer. For example, advance refunding enables an issuer to refinance debt at lower market interest rates, restructure debt to
improve cash flow or eliminate restrictive covenants in the indenture or other governing instrument for the pre-refunded municipal securities. However, except for a change in the revenue source from which
principal and interest payments are made, the pre-refunded municipal securities remain outstanding on their original terms until they mature or are redeemed by the issuer.
Private Activity Bonds. Private activity bonds are issued by or on behalf of public
authorities to obtain funds to provide privately operated housing facilities, airport, mass transit or port facilities, sewage disposal, solid waste disposal or hazardous waste treatment or disposal facilities and certain local facilities for water
supply, gas or electricity. Other types of private activity bonds, the proceeds of which are used for the construction, equipment, repair or improvement of privately operated industrial or commercial facilities, may constitute municipal securities,
although the current federal tax laws place substantial limitations on the size of such issues.
Special Taxing
Districts. Special taxing districts are organized to plan and finance infrastructure developments to induce residential, commercial and industrial growth and redevelopment. The bond financing methods such as tax increment finance, tax
assessment, special services district and Mello-Roos bonds, generally are payable solely from taxes or other revenues attributable to the specific projects financed by the bonds without recourse to the credit or taxing power of related or
overlapping municipalities. They often are exposed to real estate development-related risks and can have more taxpayer concentration risk than general tax-supported bonds, such as general obligation bonds.
Further, the fees, special taxes, or tax allocations and other revenues that are established to secure such financings generally are limited as to the rate or amount that may be levied or assessed and are not subject to increase pursuant to rate
covenants or municipal or corporate guarantees. The bonds could default if development failed to progress as anticipated or if larger taxpayers failed to pay the assessments, fees and taxes as provided in the financing plans of the districts.
Tobacco Settlement
Bonds. Included in the general category of municipal securities described in the Prospectus are “tobacco settlement
bonds.” The Fund may invest in tobacco settlement bonds, which are municipal securities that are backed solely by expected
revenues to be derived from lawsuits involving tobacco related deaths and illnesses which were settled between certain states
and American tobacco companies. Tobacco settlement bonds are secured by an issuing state’s proportionate share in the Master
Settlement Agreement (“MSA”). The MSA is an agreement, reached out of court in November 1998 between 46 states and
nearly all of the U.S. tobacco manufacturers. The MSA provides for annual payments in perpetuity by the manufacturers to the states
in exchange for releasing all claims against the manufacturers and a pledge of no further litigation. Tobacco manufacturers pay
into a master escrow trust based on their market share, and each state receives a fixed percentage of the payment as set forth
in the MSA. A number of states have securitized the future flow of those payments by selling bonds pursuant to indentures or through
distinct governmental entities created for such purpose. The principal and interest payments on the bonds are backed by the future
revenue flow related to the MSA. Annual payments on the bonds, and thus risk to the Fund, are highly dependent on the receipt
of future settlement payments to the state or its governmental entity.
The actual amount of future settlement payments is further dependent
on many factors, including, but not limited to, annual domestic cigarette shipments, reduced cigarette consumption, increased
taxes on cigarettes, inflation, financial capability of tobacco companies, continuing litigation and the possibility of tobacco
manufacturer bankruptcy. The initial and annual payments made by the tobacco companies will be adjusted based on a number of factors,
the most important of which is domestic cigarette consumption. If the volume of cigarettes shipped in the U.S. by manufacturers
participating in the settlement decreases significantly, payments due from them will also decrease. Demand for cigarettes in the
U.S. could continue to decline due to price increases needed to recoup the cost of payments by tobacco companies. Demand could
also be affected by: anti-smoking campaigns, tax increases, reduced advertising, enforcement of laws prohibiting sales to minors;
elimination of certain sales venues such as vending machines; and the spread of local ordinances restricting smoking in public
places. As a result, payments made by tobacco manufacturers could be negatively impacted if the decrease in tobacco consumption
is significantly greater than the forecasted decline. A market share loss by the MSA companies to non-MSA participating tobacco
manufacturers would cause a downward adjustment in the payment amounts. A participating manufacturer filing for bankruptcy also
could cause delays or reductions in bond payments. The MSA itself has been subject to legal challenges and has, to date, withstood
those challenges.
Illiquid Securities
The Fund may invest
in municipal securities and other instruments that, at the time of investment, are illiquid (i.e., securities that are not readily marketable). For this purpose, illiquid securities may include, but are not limited to, restricted securities
(securities the disposition of which is restricted under the federal securities laws), securities that may only be resold pursuant to Rule 144A under the Securities Act, that are deemed to be illiquid, and certain repurchase agreements. Inverse
floating rate securities or the residual interest certificates of tender option bond trusts are not considered illiquid securities. The Board or its delegate has the ultimate authority to determine which securities are liquid or illiquid. The Board
has delegated to Nuveen Asset Management the day-to-day determination of the illiquidity of any security held by the Fund, although it has retained oversight and
ultimate responsibility for such determinations. Currently, no definitive liquidity criteria are used. Each Board has directed Nuveen Asset Management, when making liquidity determinations, to consider such factors as (i) the nature of the
market for a security (including the institutional private resale market; the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security; the amount of time normally needed to dispose of the
security; and the method of soliciting offers and the mechanics of transfer), (ii) the terms of certain securities or other instruments allowing for the disposition to a third party or the issuer thereof (e.g., certain repurchase obligations and
demand instruments), and (iii) other relevant factors. The assets used to cover OTC derivatives held by the Fund will be considered illiquid until the OTC derivatives are sold to qualified dealers who agree that the Fund may repurchase them at
a maximum price to be calculated by a formula set forth in an agreement. The “cover” for an OTC derivative subject to this procedure would be considered illiquid only to the extent that the maximum repurchase price under the formula
exceeds the intrinsic value of the derivative.
Restricted securities may be sold only in privately negotiated transactions or in a public
offering with respect to which a registration statement is in effect under the Securities Act. Where registration is required, the Fund may be obligated to pay all or part of the registration expenses and a considerable period may elapse between the
time of the decision to sell and the time the Fund may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the Fund might obtain a less favorable price than
that which prevailed when it decided to sell. Illiquid securities will be priced at a fair value as determined in good faith by the Board or its delegatee. If, through the appreciation of illiquid securities or the depreciation of liquid securities,
the Fund should be in a position where more than 50% of the value of its Managed Assets is invested in illiquid securities, including restricted securities that are not readily marketable, the Fund will take such steps as are deemed advisable by
Nuveen Asset Management, if any, to protect liquidity.
Inverse Floating Rate Securities and Floating Rate Securities
Inverse Floating Rate Securities. Inverse floating rate securities (sometimes referred to as “inverse floaters”) are
securities whose interest rates bear an inverse relationship to the interest rate on another security or the value of an index. Generally, inverse floating rate securities represent beneficial interests in a special purpose trust formed by a third
party sponsor for the purpose of holding municipal bonds. The special purpose trust typically sells two classes of beneficial interests or securities: floating rate securities (sometimes referred to as short-term floaters or tender option bonds) and
inverse floating rate securities (sometimes referred to as inverse floaters or residual interest securities). Both classes of beneficial interests are represented by certificates. The short-term floating rate securities have first priority on the
cash flow from the municipal bonds held by the special purpose trust. Typically, a third party, such as a bank, broker-dealer or other financial institution, grants the floating rate security holders the option, at periodic intervals, to tender
their securities to the institution and receive the face value thereof. As consideration for providing the option, the financial institution receives periodic fees. The holder of the short-term floater effectively holds a demand obligation that
bears interest at the prevailing short-term, tax-exempt rate. However, the institution granting the tender option will not be obligated to accept tendered short-term floaters in the event of certain defaults or a significant downgrade in the credit
rating assigned to the bond issuer. For its inverse floating rate investment, the Fund receives the residual cash flow from the special purpose trust. Because the holder of the short-term floater is generally assured liquidity at the face value of
the security, the Fund as the holder of the inverse floater assumes the interest rate cash flow risk and the market value risk associated with the municipal security deposited into the special purpose trust. The volatility of the interest cash flow
and the residual market value will vary with the degree to which the trust is leveraged. This is expressed in the ratio of the total face value of the short-term floaters in relation to the value of the residual inverse floaters that are issued by
the special purpose trust. The Fund expects to make limited investments in inverse floaters, with leverage ratios that may vary at inception between one and three times. In addition, all voting rights and decisions to be made with respect to any
other rights relating to the municipal bonds held in the special purpose trust are passed through to the Fund, as the holder of the residual inverse floating rate securities. Because increases in the interest rate on the short-term floaters reduce
the residual interest paid on inverse floaters, and because fluctuations in the value of the municipal bond deposited in the special purpose trust affect the value of the inverse floater only, and not the value of the short-term floater issued by
the trust, inverse floaters’ value is generally more volatile than that of fixed rate bonds. The market price of inverse floating rate securities is generally more volatile than the underlying securities due to the leveraging effect of this
ownership structure. These securities generally will underperform the market of fixed rate bonds in a rising interest rate environment (i.e., when bond values are falling), but tend to outperform the market of fixed rate bonds when interest
rates decline or remain relatively stable. Although volatile, inverse floaters typically offer the potential exceeding the yields available on fixed rate bonds with comparable credit quality, coupon, call provisions and maturity. Inverse floaters
have varying degrees of liquidity based upon, among other things, the liquidity of the underlying securities deposited in a special purpose trust.
The Fund may invest in inverse floating rate securities, issued by special purpose trusts that have recourse to the Fund. In Nuveen Fund
Advisors’ and Nuveen Asset Management’s discretion, the Fund may enter into a separate shortfall and forbearance agreement with the third party sponsor of a special purpose trust. The Fund may enter into such recourse agreements (i) when
the liquidity provider to the special purpose trust requires such an agreement because the level of leverage in the trust exceeds the level that the liquidity provider is willing to support absent such an agreement; and/or (ii) to seek to prevent
the liquidity provider from collapsing the trust in the event that the municipal obligation held in the trust has declined in value. Such an agreement would require the Fund to reimburse the third party sponsor of such inverse floater, upon
termination of the trust issuing the inverse floater, the difference between the liquidation value of the bonds held in the trust and the principal amount due to the holders of floating rate interests. Such agreements may expose the Fund to a risk
of loss that exceeds its investment in the inverse floating rate securities. The Fund will segregate or earmark liquid assets with its custodian in accordance with the 1940 Act to cover its obligations with respect to its investments in special
purpose trusts. Absent a shortfall and forbearance agreement, the Fund would not be required to make such a reimbursement. If the Fund chooses not to enter into such an agreement, the special purpose trust could be liquidated and the Fund could
incur a loss.
The Fund may invest in both inverse floating rate securities and floating rate securities (as
discussed below) issued by the same special purpose trust.
Investments in inverse floating rate securities have the economic effect of
leverage. The use of leverage creates special risks for Common Shareholders. See the Fund’s most recent annual report on Form N-CSR under “Principal Risks Of The Funds—Portfolio Level Risks—Inverse Floating Rate Securities Risk.”
Floating Rate Securities. The Fund may also invest in floating rate securities, as described above, issued by special purpose
trusts. Floating rate securities may take the form of short-term floating rate securities or the option period may be substantially longer. Generally, the interest rate earned will be based upon the market rates for municipal securities with
maturities or remarketing provisions that are comparable in duration to the periodic interval of the tender option, which may vary from weekly, to monthly, to extended periods of one year or multiple years. Since the option feature has a shorter
term than the final maturity or first call date of the underlying bond deposited in the trust, the Fund as the holder of the floating rate security relies upon the terms of the agreement with the financial institution furnishing the option as well
as the credit strength of that institution. As further assurance of liquidity, the terms of the trust provide for a liquidation of the municipal security deposited in the trust and the application of the proceeds to pay off the floating rate
security. The trusts that are organized to issue both short-term floating rate securities and inverse floaters generally include liquidation triggers to protect the investor in the floating rate security.
Short-Term Investments
Short-Term
Taxable Fixed Income Securities. For temporary defensive purposes or to keep cash on hand fully invested, the Fund may invest up to 100% of its Managed Assets in cash equivalents and short-term taxable fixed-income securities. Short-term
taxable fixed income investments are defined to include, without limitation, the following:
(1) U.S. Government securities, including
bills, notes and bonds differing as to maturity and rates of interest that are either issued or guaranteed by the U.S. Treasury or by U.S. Government agencies or instrumentalities. U.S. Government agency securities include securities issued by
(a) the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration, and the Government National Mortgage Association, whose securities are supported by the full faith and
credit of the United States; (b) the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the Tennessee Valley Authority, whose securities are supported by the right of the agency to borrow from the U.S. Treasury; (c) the
Federal National Mortgage Association, whose securities are supported by the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; and (d) the Student Loan Marketing Association, whose
securities are supported only by its credit. While the U.S. Government provides financial support to such U.S. Government-sponsored agencies or instrumentalities, no assurance can be given that it always will do so since it is not so obligated by
law. The U.S. Government, its agencies and instrumentalities do not guarantee the market value of their securities. Consequently, the value of such securities may fluctuate.
(2) Certificates of deposit issued against funds deposited in a bank or a savings and loan association. Such certificates are for a definite
period of time, earn a specified rate of return, and are normally negotiable. The issuer of a certificate of deposit agrees to pay the amount deposited plus interest to the bearer of the certificate on the date specified thereon. Under current
Federal Deposit Insurance Company regulations, the maximum insurance payable as to any one certificate of deposit is $250,000; therefore, certificates of deposit purchased by the Fund may not be fully insured.
(3) Repurchase agreements, which involve purchases of debt securities. At the time the Fund purchases securities pursuant to a repurchase
agreement, it simultaneously agrees to resell and redeliver such securities to the seller, who also simultaneously agrees to buy back the securities at a fixed price and time. This assures a
predetermined yield for the Fund during its holding period, since the resale price is always greater than the purchase price and reflects an agreed-upon market rate. Such actions afford an
opportunity for the Fund to invest temporarily available cash. The Fund may enter into repurchase agreements only with respect to obligations of the U.S. Government, its agencies or instrumentalities; certificates of deposit; or bankers’
acceptances in which the Fund may invest. Repurchase agreements may be considered loans to the seller, collateralized by the underlying securities. The risk to the Fund is limited to the ability of the seller to pay the agreed-upon sum on the
repurchase date; in the event of default, the repurchase agreement provides that the Fund is entitled to sell the underlying collateral. If the value of the collateral declines after the agreement is entered into, and if the seller defaults under a
repurchase agreement when the value of the underlying collateral is less than the repurchase price, the Fund could incur a loss of both principal and interest. Nuveen Fund Advisors, monitors the value of the collateral at the time the action is
entered into and at all times during the term of the repurchase agreement. Nuveen Fund Advisors does so in an effort to determine that the value of the collateral always equals or exceeds the agreed-upon repurchase price to be paid to the Fund. If
the seller were to be subject to a federal bankruptcy proceeding, the ability of the Fund to liquidate the collateral could be delayed or impaired because of certain provisions of the bankruptcy laws.
(4) Commercial paper, which consists of short-term unsecured promissory notes, including variable rate master demand notes issued by
corporations to finance their current operations. Master demand notes are direct lending arrangements between the Fund and a corporation. There is no secondary market for such notes. However, they are redeemable by the Fund at any time. Nuveen Fund
Advisors will consider the financial condition of the corporation (e.g., earning power, cash flow, and other liquidity measures) and will continuously monitor the corporation’s ability to meet all of its financial obligations, because the
Fund’s liquidity might be impaired if the corporation were unable to pay principal and interest on demand. Investments in commercial paper will be limited to commercial paper rated in the highest categories by a major rating agency and which
mature within one year of the date of purchase or carry a variable or floating rate of interest.
Short-Term Tax-Exempt Municipal Securities
Short-term tax-exempt municipal securities are securities that are exempt from regular federal income tax and mature within three years or
less from the date of issuance. Short-term tax-exempt municipal income securities are defined to include, without limitation, the following:
Bond Anticipation Notes (“BANs”) are usually general obligations of state and local governmental issuers which are sold to obtain
interim financing for projects that will eventually be funded through the sale of long-term debt obligations or bonds. The ability of an issuer to meet its obligations on its BANs is primarily dependent on the issuer’s access to the long-term
municipal bond market and the likelihood that the proceeds of such bond sales will be used to pay the principal and interest on the BANs.
Tax Anticipation Notes (“TANs”) are issued by state and local governments to finance the current operations of such governments.
Repayment is generally to be derived from specific future tax revenues. TANs are usually general obligations of the issuer. A weakness in an issuer’s capacity to raise taxes due to, among other things, a decline in its tax base or a rise in
delinquencies, could adversely affect the issuer’s ability to meet its obligations on outstanding TANs.
Revenue Anticipation Notes
(“RANs”) are issued by governments or governmental bodies with the expectation that future revenues from a designated source will be used to repay the notes. In general, they also constitute general obligations of the issuer. A decline in
the receipt of projected revenues, such as anticipated revenues from another level of government, could adversely affect an issuer’s ability to meet its obligations on outstanding RANs. In addition, the possibility that the revenues would, when
received, be used to meet other obligations could affect the ability of the issuer to pay the principal and interest on RANs.
Construction Loan Notes are issued to provide construction financing for specific projects. Frequently, these notes are redeemed with funds
obtained from the Federal Housing Administration.
Bank Notes are notes issued by local government bodies and agencies, such as those described
above to commercial banks as evidence of borrowings. The purposes for which the notes are issued are varied but they are frequently issued to meet short-term working capital or capital-project needs. These notes may have risks similar to the risks
associated with TANs and RANs.
Tax-Exempt Commercial Paper (“Municipal Paper”) represents very short-term unsecured, negotiable
promissory notes issued by states, municipalities and their agencies. Payment of principal and interest on issues of municipal paper may be made from various sources, to the extent the funds are available therefrom. Maturities of municipal paper
generally will be shorter than the maturities of TANs, BANs or RANs. There is a limited secondary market for issues of Municipal Paper.
Certain municipal securities may carry variable or floating rates of interest whereby the rate of interest is not fixed but varies with
changes in specified market rates or indices, such as a bank prime rate or a tax-exempt money market index.
While the various types of
notes described above as a group represent the major portion of the short-term tax-exempt note market, other types of notes are available in the marketplace and the Fund may invest in such other types of notes to the extent permitted under its
investment objectives, policies and limitations. Such notes may be issued for different purposes and may be secured differently from those mentioned above.
Auction Rate Securities
Municipal
securities also include auction rate municipal securities and auction rate preferred securities
issued by closed-end investment companies that invest primarily in municipal securities (collectively,
“auction rate securities”). In recent market environments, auctions have failed,
which adversely affects the liquidity and price of auction rate securities, and are unlikely
to resume. Provided that the auction mechanism is successful, auction rate securities usually
permit the holder to sell the securities in an auction at par value at specified intervals.
The dividend is reset by “Dutch” auction in which bids are made by broker-dealers
and other institutions for a certain amount of securities at a specified minimum yield. The
dividend rate set by the auction is the lowest interest or dividend rate that covers all
securities offered for sale. While this process is designed to permit auction rate securities
to be traded at par value, there is a risk that an auction will fail due to insufficient
demand for the securities. Moreover, between auctions, there may be no secondary market for
these securities, and sales conducted on a secondary market may not be on terms favorable
to the seller. Auction rate securities may be called by the issuer. Thus, with respect to
liquidity and price stability, auction rate securities may differ substantially from cash
equivalents, notwithstanding the frequency of auctions and the credit quality of the security.
The Fund’s investments in auction rate securities of closed-end funds are subject to
the limitations prescribed by the 1940 Act. The Fund indirectly bears its proportionate share
of any management and other fees paid by such closed-end funds in addition to the advisory
fees payable directly by the Fund.
When-Issued and Delayed-Delivery Transactions
The Fund may buy and sell municipal securities on a when-issued or delayed delivery basis, making payment or taking delivery at a later date,
normally within 15 to 45 days of the trade date. On such transactions, the payment obligation and the interest rate are fixed at the time the buyer enters into the commitment. Income generated by any such assets which provide taxable income for
federal income tax purposes is includable in the taxable income of the Fund and, to the extent distributed, will be taxable to shareholders. The Fund may enter into contracts to purchase municipal securities on a forward basis (i.e., where
settlement will occur more than 60 days from the date of the transaction) only to the extent that the Fund specifically collateralizes such obligations with a security that is expected to be called or mature within 60 days before or after the
settlement date of the forward transaction. The commitment to purchase securities on a when-issued, delayed delivery or forward basis may involve an element of risk because no interest accrues on the bonds prior to settlement and, at the time of
delivery, the market value may be less than cost.
Derivatives and Hedging Strategies
The Fund
may periodically engage in hedging transactions, and otherwise use various types of derivative instruments, described below, to reduce
risk, to effectively gain particular market exposures, to seek to enhance returns, and to reduce transaction costs, among other reasons.
The Fund values derivative instruments at market/fair value for purposes of calculating compliance with the Fund’s 80% investment
policy in investments the income from which is exempt from regular federal income tax.
“Hedging” is a term used for various methods of seeking to preserve portfolio capital value by offsetting price changes in one
investment through making another investment whose price should tend to move in the opposite direction.
A “derivative” is a
financial contract whose value is based on (or “derived” from) a traditional security (such as a stock or a bond), an asset (such as a commodity like gold), or a market index (such as the S&P National Bond Fund Index). Some forms of
derivatives may trade on exchanges, while non-standardized derivatives, which tend to be more specialized and complex, trade in
“over-the-counter” (“OTC”) or a one-on-one basis. It may be desirable
and possible in various market environments to partially hedge the portfolio against fluctuations in market value due to market interest rate or credit quality fluctuations, or instead to gain a desired investment exposure, by entering into various
types of derivative transactions, including financial futures and index futures as well as related put and call options on such instruments, structured notes, or interest rate swaps on taxable or tax-exempt
securities or indexes (which may be “forward-starting”), credit default swaps, and options on interest rate swaps, among others.
These transactions present certain risks. In particular, the imperfect correlation between price movements in the futures contract and price
movements in the securities being hedged creates the possibility that losses on the hedge by the Fund may be greater than gains in the value of the securities in the Fund’s portfolio. In addition, futures and options markets may not be liquid
in all circumstances. As a result, in volatile markets, the Fund may not be able to close out the transaction without incurring losses substantially greater than the initial deposit. Finally, the potential deposit requirements in futures contracts
create an ongoing greater potential financial risk than do options transactions, where the exposure is limited to the cost of the initial premium. Losses due to hedging transactions will reduce yield. Net gains, if any, from hedging and other
portfolio transactions will be distributed as taxable distributions to shareholders. Successful implementation of most hedging strategies will generate taxable income.
The Fund
invests in these instruments only in markets believed by Nuveen Asset Management to be active and sufficiently liquid. Successful implementation
of most hedging strategies will generate taxable income.
Swap Transactions. The Fund may enter into total
return, interest rate and credit default swap agreements and interest rate caps, floors and collars. The Fund may also enter into options on the foregoing types of swap agreements (“swap options”).
The Fund may enter into swap transactions for any purpose consistent with its investment objectives and strategies, such as for the purpose of
attempting to obtain or preserve a particular return or spread at a lower cost than obtaining a return or spread through purchases and/or sales of instruments in other markets, as a duration management technique, to reduce risk arising from the
ownership of a particular instrument, or to gain exposure to certain sectors or markets in the most economical way possible.
Swap
agreements are two-party contracts entered into primarily by institutional investors for a specified period of time. In a standard “swap” transaction, two parties agree to exchange the returns (or
differentials in rates of return) earned or realized on a particular predetermined asset, reference rate or index. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional
amount”
(i.e., the change in the value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a “basket” of securities representing a
particular index). The notional amount of the swap agreement generally is only used as a basis upon which to calculate the obligations that the parties to the swap agreement have agreed to exchange.
Some, but not all, swaps may be cleared, in which case a central clearing counterparty stands between each buyer and seller and effectively
guarantees performance of each contract, to the extent of its available resources for such purpose. Uncleared swaps have no such protection; each party bears the risk that its direct counterparty will default.
Interest Rate Swaps, Caps, Collars and Floors. Interest rate swaps are bilateral contracts in which each party agrees to make
periodic payments to the other party based on different referenced interest rates (e.g., a fixed rate and a floating rate) applied to a specified notional amount. The purchase of an interest rate floor entitles the purchaser, to the extent that a
specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate floor. The purchase of an interest rate cap entitles the purchaser, to the extent
that a specified index rises above a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate cap. Interest rate collars involve selling a cap and purchasing a floor or
vice versa to protect the Fund against interest rate movements exceeding given minimum or maximum levels.
The use of interest rate
transactions, such as interest rate swaps and caps, is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. Depending on the state of interest
rates in general, the Fund’s use of interest rate swaps or caps could enhance or harm the overall performance of the Common Shares. To the extent there is a decline in interest rates, the value of the interest rate swap or cap could decline,
and could result in a decline in the net asset value (“NAV”) of Common Shares. In addition, if the counterparty to an interest rate swap defaults, the Fund would not be able to use the anticipated net receipts under the swap to offset the
interest payments on borrowings or the dividend payments on any outstanding preferred shares. Depending on whether the Fund would be entitled to receive net payments from the counterparty on the swap, which in turn would depend on the general state
of short-term interest rates at that point in time, such a default could negatively impact the performance of Common Shares. In addition, at the time an interest rate swap transaction reaches its scheduled termination date, there is a risk that the
Fund would not be able to obtain a replacement transaction or that the terms of the replacement would not be as favorable as on the expiring transaction. If this occurs, it could have a negative impact on the performance of Common Shares. The Fund
could be required to prepay the principal amount of any borrowings. Such redemption or prepayment would likely result in the Fund seeking to terminate early all or a portion of any swap transaction. Early termination of a swap could result in a
termination payment by or to the Fund.
Municipal
Market Data Rate Locks. The Fund may purchase and sell municipal market data rate
locks (“MMD Rate Locks”). An MMD Rate Lock permits the Fund to lock in a specified
municipal interest rate for a portion of its portfolio to preserve a return on a particular
investment or a portion of its portfolio as a duration management technique or to protect
against any increase in the price of securities to be purchased at a later date. By using
an MMD Rate Lock, the Fund can create a synthetic long or short position, allowing the Fund
to select what the manager believes is an attractive part of the yield curve. The Fund ordinarily
uses these transactions as a hedge or for duration or risk management although it is permitted
to enter into them to enhance income or gain or to increase the Fund’s yield, for example,
during periods of steep interest rate yield curves (i.e., wide differences between short
term and long term interest rates). An MMD Rate Lock is a contract between the Fund and an
MMD Rate Lock provider pursuant to which the parties agree to make payments to each other
on a notional amount, contingent upon whether the Municipal Market Data AAA General Obligation
Scale is above or below a specified level on the expiration date of the contract. For example,
if the Fund buys an MMD Rate Lock and the Municipal Market Data AAA General Obligation Scale
is below the specified level on the expiration date, the counterparty to the contract will
make a payment to the Fund equal to the specified level minus the actual level, multiplied
by the notional amount of the contract. If the Municipal Market Data AAA General Obligation
Scale is above the specified level on the expiration date, the Fund makes a payment to the
counterparty equal to the actual level minus the specified level, multiplied by the notional
amount of the contract. In connection with investments in MMD Rate Locks, there is a risk
that municipal yields will move in the opposite direction than anticipated by the Fund, which
would cause the Fund to make payments to its counterparty in the transaction that could adversely
affect the Fund’s performance.
Total Return Swaps. In a total return
swap, one party agrees to pay the other the “total return” of a defined underlying asset during a specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying
assets. A total return swap may be applied to any underlying asset but is most commonly used with equity indices, single stocks, bonds and defined baskets of loans and mortgages. The Fund might enter into a total return swap involving an underlying
index or basket of securities to create exposure to a potentially widely-diversified range of securities in a single trade. An index total return swap can be used by the Adviser and/or the Sub-Adviser to
assume risk, without the complications of buying the component securities from what may not always be the most liquid of markets.
Credit Default Swaps. A credit default swap is a bilateral contract that enables an investor to buy or sell protection
against a defined-issuer credit event. The Fund may enter into credit default swap agreements either as a buyer or a seller. The Fund may buy protection to attempt to mitigate the risk of default or credit quality deterioration in an individual
security or a segment of the fixed income securities market to which it has exposure, or to take a “short” position in individual bonds or market segments which it does not own. The Fund may sell protection in an attempt to gain exposure
to the credit quality characteristics of particular bonds or market segments without investing directly in those bonds or market segments.
As the buyer of protection in a credit default swap, the Fund would pay a premium (by means of an upfront payment or a periodic stream of
payments over the term of the agreement) in return for the right to deliver a referenced bond or group of bonds to the protection seller and receive the full notional or par value (or other agreed upon value) upon a default (or similar event) by the
issuer(s) of the underlying referenced obligation(s). If no default occurs, the protection seller would keep the stream of payments and would have no further obligation to the Fund. Thus, the cost to the Fund would be the premium paid with respect
to the agreement. However, if a credit event occurs the Fund may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value. The Fund
bears the risk that the protection seller may fail to satisfy its payment obligations.
If the Fund is a seller of protection in a credit
default swap and no credit event occurs, the Fund would generally receive an up-front payment or a periodic stream of payments over the term of the swap. However, if a credit event occurs, generally the Fund
would have to pay the buyer the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value. As the protection seller, the Fund effectively adds economic
leverage to its portfolio because, in addition to being subject to investment exposure on its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. Thus, the Fund bears the same risk as it would by buying
the reference obligations directly, plus the additional risks related to obtaining investment exposure through a derivative instrument discussed below under “—Risks Associated with Swap Transactions.”
Swap Options. A swap option is a contract that gives a counterparty the right (but not the obligation), in return for payment of
a premium, to enter into a new swap agreement or to shorten, extend, cancel, or otherwise modify an existing swap agreement at some designated future time on specified terms. A cash-settled option on a swap gives the purchaser the right, in return
for the premium paid, to receive an amount of cash equal to the value of the underlying swap as of the exercise date. The Fund may write (sell) and purchase put and call swap options. Depending on the terms of the particular option agreement, the
Fund generally would incur a greater degree of risk when it writes a swap option than when it purchases a swap option. When the Fund purchases a swap option, it risks losing only the amount of the premium it has paid should it decide to let the
option expire unexercised. However, when the Fund writes a swap option, upon exercise of the option the Fund would become obligated according to the terms of the underlying agreement.
Risks Associated with Swap Transactions. The use of swap transactions is a highly
specialized activity which involves strategies and risks different from those associated with ordinary portfolio security transactions. If the Nuveen Fund Advisors and/or Nuveen Asset Management is incorrect in its forecasts of default risks, market
spreads or other applicable factors or events, the investment performance of the Fund would diminish compared with what it would have been if these techniques were not used. As the protection seller in a credit default swap, the Fund effectively
adds economic leverage to its portfolio because, in addition to being subject to investment exposure on its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. The Fund generally may close out a swap,
cap, floor, collar or other two-party contract only with its particular counterparty, and generally may transfer a position only with the consent of that counterparty. In addition, the price at which the Fund
may close out such a two party contract may not correlate with the price change in the underlying reference asset. If the counterparty defaults, the Fund will have contractual remedies, but there can be no assurance that the counterparty will be
able to meet its contractual obligations or that the Fund will succeed in enforcing its rights. It also is possible that developments in the derivatives market, including changes in government regulation, could adversely affect the Fund’s
ability to terminate existing swap or other agreements or to realize amounts to be received under such agreements.
Futures and Options
on Futures Generally. A futures contract is an agreement between two parties to buy and sell a security, index or interest rate (each a “financial instrument”) for a set price on a future date. Certain futures contracts, such as
futures contracts relating to individual securities, call for making or taking delivery of the underlying financial instrument. However, these contracts generally are closed out before delivery by entering into an offsetting purchase or sale of a
matching futures contract (same exchange, underlying financial instrument, and delivery month). Other futures contracts, such as futures contracts on interest rates and indices, do not call for making or taking delivery of the underlying financial
instrument, but rather are agreements pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the financial instrument at the close of the last trading day of the contract and
the price at which the contract was originally written. These contracts also may be settled by entering into an offsetting futures contract.
Unlike
when the Fund purchases or sells a security, no price is paid or received by the Fund upon the purchase or sale of a futures contract.
Initially, the Fund is required to deposit with the futures broker, known as a futures commission merchant (“FCM”), an amount
of cash or securities equal to a varying specified percentage of the contract amount. This amount is known as initial margin. The margin
deposit is intended to ensure completion of the contract. Minimum initial margin requirements are established by the futures exchanges
and may be revised. In addition, FCMs may establish margin deposit requirements that are higher than the exchange minimums. Cash held
in the margin account generally is not income producing. However, coupon-bearing securities, such as Treasury securities, held in margin
accounts generally will earn income. Subsequent payments to and from the FCM, called variation margin, will be made on a daily basis
as the price of the underlying financial instrument fluctuates, making the futures contract more or less valuable, a process known as
marking the contract to market. Changes in variation margin are recorded by the Fund as unrealized gains or losses. At any time prior
to expiration of the futures contract, the Fund may elect to close the position by taking an opposite position that will operate to terminate
its position in the futures contract. A final determination of variation margin is then made, additional cash is required to be paid
by or released to the Fund, and the Fund realizes a gain or loss. In the event of the bankruptcy or insolvency of an FCM that holds margin
on behalf of the Fund, the Fund may be entitled to the return of margin owed to it only in proportion to the amount received by the FCM’s
other customers, potentially resulting in losses to the Fund. Futures transactions also involve brokerage costs.
A futures option gives the purchaser of such option the right, in return for the premium paid, to assume a long position
(call) or short position (put) in a futures contract at a specified exercise price at any time during the period of the option. Upon exercise of a call option, the purchaser acquires a long position in the futures contract and the writer is assigned
the opposite short position. Upon the exercise of a put option, the opposite is true.
The requirements for qualification as a regulated investment company (“RIC”) under the
Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) may also limit the extent to which the Fund may invest in futures, options on futures and swaps. See “Tax Matters.”
Nuveen Fund Advisors and Nuveen Asset Management may use derivative instruments to seek to enhance return, to hedge some of the risk of the
Fund’s investments in municipal securities or as a substitute for a position in the underlying asset. These types of strategies may generate taxable income.
There is no assurance that these derivative strategies will be available at any time or that Nuveen Fund Advisors and Nuveen Asset Management
will determine to use them for the Fund or, if used, that the strategies will be successful.
Repurchase Agreements
The Fund may enter into repurchase agreements (the purchase of a security coupled with an agreement to resell that security at a higher price)
with respect to its permitted investments. The Fund’s repurchase agreements will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest
earned on the agreement, and will be marked-to-market daily. The agreed-upon repurchase price determines the yield during the Fund’s holding period.
Repurchase
agreements are considered to be loans collateralized by the underlying security that is the subject of the repurchase contract. The Fund
only enters into repurchase agreements with registered securities dealers or domestic banks that, in Nuveen Asset Management’s opinion,
present minimal credit risk. The risk to the Fund is limited to the ability of the issuer to pay the agreed-upon repurchase price on
the delivery date; however, although the value of the underlying collateral at the time the transaction is entered into always equals
or exceeds the agreed-upon repurchase price, if the value of the collateral declines there is a risk of loss of both principal and interest.
In the event of default, the collateral may be sold but the Fund might incur a loss if the value of the collateral declines, and might
incur disposition costs or experience delays in connection with liquidating the collateral. In addition, if bankruptcy proceedings are
commenced with respect to the seller of the security, realization upon the collateral by the Fund may be delayed or limited. Nuveen Asset
Management will monitor the value of the collateral at the time the transaction is entered into and at all times subsequent during the
term of the repurchase agreement in an effort to determine that such value always equals or exceeds the agreed-upon repurchase price.
In the event the value of the collateral declines below the repurchase price, Nuveen Asset Management will demand additional collateral
from the issuer to increase the value of the collateral to at least that of the repurchase price, including interest.
Structured Notes
The
Fund may utilize structured notes and similar instruments for investment purposes and also for hedging purposes. Structured notes are privately negotiated debt obligations where the principal and/or interest is determined by reference to the
performance of a benchmark asset, market or interest rate (an “embedded index”), such as selected securities, an index of securities or specified interest rates, or the differential performance of two assets or markets. The terms of such
structured instruments normally provide that their principal and/or interest payments are to be adjusted upwards or downwards (but not ordinarily below zero) to reflect changes in the embedded index while the structured instruments are outstanding.
As a result, the interest and/or principal payments that may be made on a structured product may vary widely, depending upon a variety of factors, including the volatility of the embedded index and the effect of changes in the embedded index on
principal and/or interest payments. The rate of return on structured notes may be determined by applying a multiplier to the performance or differential performance of the referenced index or indices or other assets. Application of a multiplier
involves leverage that will serve to magnify the potential for gain and the risk of loss.
Other Investment Companies
The Fund
may invest in securities of other open-or closed-end investment companies (including exchange-traded funds) that invest primarily in
municipal securities of the types in which the Fund may invest directly. In addition, the Fund may invest a portion of its Managed Assets
in pooled investment vehicles (other than investment companies) that invest primarily in municipal securities of the types in which the
Fund may invest directly. The Fund generally expects that it may invest in other investment companies and/or other pooled investment
vehicles either during periods when it has large amounts of uninvested cash or during periods when there is a shortage of attractive,
high yielding municipal securities available in the market. The Fund may invest in investment companies that are advised by the Adviser
and/or the Sub-Adviser or their affiliates to the extent permitted by applicable law. As a shareholder in an investment company, the
Fund bears its ratable share of that investment company’s expenses and would remain subject to payment of its own management fees
with respect to assets so invested. Common Shareholders would therefore be subject to duplicative expenses to the extent the Fund invests
in other investment companies.
The Adviser and/or the Sub-Adviser will take expenses into account when evaluating the
investment merits of an investment in an investment company relative to available municipal security investments. In addition, the securities of other investment companies may also be leveraged and will therefore be subject to the same leverage
risks described herein. The NAV and market value of leveraged shares will be more volatile, and the yield to Common Shareholders will tend to fluctuate more than the yield generated by unleveraged shares.
Zero Coupon Bonds
The Fund may invest
in zero coupon bonds. A zero coupon bond is a bond that typically does not pay interest for the entire life of the obligation or for an initial period after the issuance of the obligation. The market prices of zero coupon bonds are affected to a
greater extent by changes in prevailing levels of interest rates and therefore tend to be more volatile in price than securities that pay interest periodically. In addition, because the Fund accrues income with respect to these securities prior to
the receipt of such interest, it may have to dispose of portfolio securities under disadvantageous circumstances in order to obtain cash needed to pay income dividends in amounts necessary to avoid unfavorable tax consequences.
MANAGEMENT OF THE FUND
Trustees and Officers
The management of the Fund, including general
supervision of the duties performed for the Fund under the Investment Management Agreement (as defined under “Investment
Adviser, Sub-Adviser and Portfolio Managers—Investment Management Agreement and Related Fees”), is the responsibility
of the Board. The number of Trustees of the Fund is twelve, all of whom are not interested persons (referred to herein as “Independent
Trustees”). None of the Independent Trustees has ever been a director, trustee or employee of, or consultant to, Nuveen LLC
(“Nuveen”), Nuveen Fund Advisors, Nuveen Asset Management, or their affiliates. The Board is divided into three classes,
Class I, Class II and Class III, the Class I Trustees serving until the 2025 annual meeting, the Class II
Trustees serving until the 2026 annual meeting and the Class III Trustees serving until the 2024 annual meeting, in each case
until their respective successors are elected and qualified, as described below. Currently, Michael A. Forrester, Thomas J. Kenny,
Margaret L. Wolff and Robert L. Young are slated in Class I, Joseph A. Boateng, Amy B. R. Lancellotta, John K. Nelson and Terence
J. Toth are slated in Class II, and Joanne T. Medero, Albin F. Moschner, Loren M. Starr and Matthew Thornton III are slated in
Class III. As each Trustee’s term expires, shareholders will be asked to elect Trustees and such Trustees shall be elected
for a term expiring at the time of the third succeeding annual meeting 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. See “Certain Provisions in the Declaration of Trust and By-Laws” in the prospectus.
The officers of the Fund serve annual terms
through August of each year and are elected on an annual basis. The names, business addresses and years of birth of the Trustees
and officers of the Fund, their principal occupations and other affiliations during the past five years, the number of portfolios
each oversees and other trusteeships they hold are set forth below. Except as noted in the table below, the Trustees of the Fund
are directors or trustees, as the case may be, of 216 Nuveen-sponsored registered investment companies (the “Nuveen Funds”),
which includes 147 open-end mutual funds, 46 closed-end funds and 23 Nuveen-sponsored exchange-traded funds.
Name, Business Address
and Year of Birth | |
Position(s)
Held with the
Trust | |
Term of Office
and Length of
Time Served
in
the Fund
Complex | |
Principal Occupation(s)
During Past Five
Years | |
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee | |
Other
Directorships
Held by
Trustee
During Past
Five Years |
| Independent Trustees: | |
| |
| |
| |
| |
|
Thomas J. Kenny
730 Third Avenue
New York, NY 10017- 3206
1963 | |
Co-Chair of
the Board
and Trustee | |
Term—Class I Length of Service—Since 2024, Co-Chair
of the Board since January 2024 | |
Advisory Director (2010–2011), Partner (2004–2010),
Managing Director (1999–2004) and Co- Head of Global Cash and Fixed Income Portfolio Management Team (2002–2010), Goldman
Sachs Asset Management (asset management). | |
216 | |
Director (since 2015) and Chair of the Finance and Investment Committee
(since 2018), Aflac Incorporated; formerly, Director (2021-2022), ParentSquare; formerly, Director (2021-2022) and Finance Committee
Chair (2016- 2022), Sansum Clinic; formerly, Advisory Board Member (2017- 2019), B’Box; formerly, Member (2011-2020), the University
of California at Santa Barbara Arts and Lectures Advisory Council; formerly, Investment Committee Member (2012-2020), Cottage Health
System; formerly, Board Member (2009-2019) and President of the Board (2014-2018), Crane Country Day School; Trustee (2011-2023)
and Chairman (2017- 2023), the College Retirement Equities Fund; Manager (2011- 2023) and Chairman (2017-2023), TIAA Separate Account
VA-1 |
Name, Business Address
and Year of Birth | |
Position(s)
Held with the
Trust | |
Term of Office
and Length of
Time Served
in
the Fund
Complex | |
Principal Occupation(s)
During Past Five
Years | |
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee | |
Other
Directorships
Held by
Trustee
During Past
Five Years |
Robert L. Young
333 West Wacker Drive
Chicago, IL 60606
1963 | |
Co-Chair of the
Board and Trustee | |
Term—Class I Length of Service—Since 2017, Co- Chair
since July 1, 2024 for term ending December 31, 2024. | |
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). | |
216 | |
None |
Name, Business Address
and Year of Birth | |
Position(s)
Held with the
Trust | |
Term of Office
and Length of
Time Served
in
the Fund
Complex | |
Principal Occupation(s)
During Past Five
Years | |
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee | |
Other
Directorships
Held by
Trustee
During Past
Five Years |
Joseph
A. Boateng*
730 Third Avenue
New York, NY 10017
1963 | |
Trustee | |
Term—Class II. Length of Service —Since 2019. | |
Chief Investment Officer, Casey Family Programs (since 2007); formerly,
Director of U.S. Pension Plans, Johnson & Johnson (2002- 2006). | |
210 | |
Board Member, Lumina Foundation (since 2018) and Waterside School
(since 2021); Board Member (2012- 2019) and Emeritus Board Member (since 2020), Year-Up Puget Sound; Investment Advisory Committee
Member and Former Chair (since 2007), Seattle City Employees’ Retirement System; Investment Committee Member (since 2012),
The Seattle Foundation; Trustee (2018-2023), the College Retirement Equities Fund; Manager (2019- 2023), TIAA Separate Account VA-
1. |
| | |
| |
| |
| |
| |
|
Michael
A. Forrester*
730 Third Avenue
New York, NY 10017
1967 | |
Trustee | |
Term—Class I. Length of Service —Since 2007. | |
Formerly, Chief Executive Officer (2014–2021) and Chief Operating Officer
(2007–2014), Copper Rock Capital Partners, LLC. | |
210 | |
Trustee, Dexter Southfield School (since 2019); Member (since 2020), Governing
Council of the Independent Directors Council (IDC); Trustee, the College Retirement Equities Fund and Manager, TIAA Separate Account
VA-1 (2007-2023). |
| | |
| |
| |
| |
| |
|
Amy B.R. Lancellotta
333 West Wacker Drive
Chicago, IL 60606
1959 | |
Trustee | |
Term—Class II Length of Service—Since 2021 | |
Formerly, Managing Director, 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). | |
216 | |
President (since 2023) and Member (since 2020) of the Board of Directors, Jewish
Coalition Against Domestic Abuse (JCADA). |
Name, Business Address
and Year of Birth | |
Position(s)
Held with the
Trust | |
Term of Office
and Length of
Time Served
in
the Fund
Complex | |
Principal Occupation(s)
During Past Five
Years | |
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee | |
Other
Directorships
Held by
Trustee
During Past
Five Years |
Joanne T. Medero
333 West Wacker Drive
Chicago, IL 60606
1954 | |
Trustee | |
Term—Class III 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
businesses) (2006-2009); formerly, Managing Director, Global General Counsel and Corporate Secretary, Barclays Global Investors (global
investment management firm) (1996-2006); formerly, Partner, Orrick, Herrington & Sutcliffe LLP (law firm) (1993-1995); formerly,
General Counsel, Commodity Futures Trading Commission (government agency overseeing U.S. derivatives markets) (1989- 1993); formerly,
Deputy Associate Director/Associate Director for Legal and Financial Affairs, Office of Presidential Personnel, The White House (1986-1989). | |
216 | |
Member (since 2019) 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.). |
Name, Business Address
and Year of Birth | |
Position(s)
Held with the
Trust | |
Term of Office
and Length of
Time Served
in
the Fund
Complex | |
Principal Occupation(s)
During Past Five
Years | |
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee | |
Other
Directorships
Held by
Trustee
During Past
Five Years |
Albin F. Moschner
333 West Wacker Drive
Chicago, IL 60606
1952 | |
Trustee | |
Term—Class III 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 service) 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) and Chief Executive Officer (1995-1996)
of Zenith Electronics Corporation (consumer electronics). | |
216 | |
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). |
Name, Business Address
and Year of Birth | |
Position(s)
Held with the
Trust | |
Term of Office
and Length of
Time Served
in
the Fund
Complex | |
Principal Occupation(s)
During Past Five
Years | |
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee | |
Other
Directorships
Held by
Trustee
During Past
Five Years |
John K. Nelson
333 West Wacker Drive
Chicago, IL 60606
1962 | |
Trustee | |
Term—Class II Length of Service—Since 2016 | |
Formerly, Senior External Advisor to the Financial Services practice
of Deloitte Consulting LLP (consulting and accounting). (2012-2014); Chief Executive Officer of ABN AMRO Bank N.V., North America
(insurance), 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. | |
216 | |
Formerly, Member of Board of Directors (2008-2023) of Core12 LLC
(private firm which develops branding, marketing and communications strategies for clients); formerly, Member of the President’s
Council (2010-2019) of Fordham University; formerly, Director (2009-2018) of the Curran Center for Catholic American Studies; formerly,
Trustee and Chairman of The Board of Trustees of Marian University (2011-2013). |
| | |
| |
| |
| |
| |
|
Loren
M. Starr†
730 Third Avenue
New York,
NY 10017-3206
1961 | |
Trustee | |
Term—Class III Length of Service—Since 2024 | |
Independent Consultant/Advisor (since 2021). Vice Chair, Senior Managing Director
(2020–2021), Chief Financial Officer, Senior Managing Director (2005–2020), Invesco Ltd (asset management). | |
215 | |
Director (since 2023) and Audit Committee Member (since 2024), AMG; formerly,
Chair and Member of the Board of Directors (2014- 2021), Georgia Leadership Institute for School Improvement (GLISI); formerly, Chair
and Member of the Board of Trustees (2014-2018), Georgia Council on Economic Education (GCEE); Trustee, the College Retirement Equities
Fund and Manager, TIAA Separate Account VA-1 (2022-2023). |
| Name, Business Address and Year of Birth | |
Position(s) Held
with the Trust | |
Term of Office
and Length of
Time Served
in
the Fund
Complex | |
Principal Occupation(s)
During Past Five Years | |
Number of
Portfolios in
Fund Complex
Overseen by
Trustee | |
Other Directorships Held by Trustee During
Past Five Years |
Matthew Thornton III
333 West Wacker Drive
Chicago, IL 60606
1958 | |
Trustee | |
Term—Class III 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. | |
216 | |
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); formerly,
Member of the Board of Directors (2012- 2018), Safe Kids Worldwide® (a non-profit organization dedicated to preventing
childhood injuries). |
Name, Business Address
and Year
of Birth | |
Position(s)
Held with the
Trust | |
Term of Office
and Length of
Time Served in
the Fund
Complex | |
Principal Occupation(s)
During
Past Five Years | |
Number of Portfolios in Fund Complex
Overseen by Trustee | |
Other
Directorships
Held
by
Trustee
During Past
Five Years |
Terence J. Toth
333 West Wacker Drive
Chicago, IL 60606
1959 | |
Trustee | |
Term—Class II Length of Service—Since 2008, Chair/Co-Chair of the
Board since July 2018 for term ended June 30, 2024. | |
Formerly, Co-Founding Partner, Promus Capital (investment advisory firm) (2008-2017);
formerly, Director of Quality Control Corporation (manufacturing) (2012- 2021); formerly, Director, Fulcrum IT Service LLC (information
technology services firm to government entities) (2010-2019); formerly, Director, LogicMark LLC (health services) (2012-2016); formerly,
Director, Legal & General Investment Management America, Inc. (asset management) (2008- 2013); formerly, CEO and President, Northern
Trust Global Investments (financial services) (2004-2007); Executive Vice President, Quantitative Management & Securities Lending
(2000- 2004); prior thereto, various positions with Northern Trust Company (financial services) (since 1994). | |
216 | |
Chair and Member of the Board of Directors (since 2021), Kehrein Center for
the Arts (philanthropy); Member of the Board of Directors (since 2008), Catalyst Schools of Chicago (philanthropy); Member of the
Board of Directors (since 2012), formerly, Investment Committee Chair (2017-2022), Mather Foundation (philanthropy); formerly, Member
(2005-2016), Chicago Fellowship Board (philanthropy); formerly, Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust
Global Investments Board (2004-2007), Northern Trust Japan Board (2004- 2007), Northern Trust Securities Inc. Board (2003- 2007)
and Northern Trust Hong Kong Board (1997- 2004). |
Name, Business Address
and Year of Birth | |
Position(s)
Held with the
Trust | |
Term of Office
and Length of
Time Served
in
the Fund
Complex | |
Principal Occupation(s)
During Past Five
Years | |
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee | |
Other
Directorships
Held by
Trustee
During Past
Five Years |
Margaret L. Wolff
333 West Wacker Drive
Chicago, IL 60606
1955 | |
Trustee | |
Term—Class I Length of Service—Since 2016 | |
Formerly, Of Counsel (2005-2014), Skadden, Arps, Slate, Meagher
& Flom LLP (Mergers & Acquisitions Group) (legal services). | |
216 | |
Member of the Board of Trustees (since 2005), New York- Presbyterian
Hospital; Member of the Board of Trustees (since 2004) formerly, Chair (2015-2022), 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; 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.). |
| * | Mr.
Boateng and Mr. Forrester were each elected or appointed as a board member of each of the
Nuveen Funds except Nuveen Core Plus Impact Fund, Nuveen Multi -Asset Income Fund, Nuveen
Multi-Market Income Fund, Nuveen Preferred and Income Term Fund, Nuveen Real Asset Income
and Growth Fund, and Nuveen Variable Rate Preferred & Income Fund, for which each serves
as a consultant. |
| † | Mr.
Starr was elected or appointed as a board member of each of the Nuveen Funds except Nuveen
Multi-Market Income Fund, for which he serves as a consultant. |
Name, Business Address
and Year
of Birth | |
Position(s) Held
with the Fund | |
Term of Office
and Length of
Time Served with
Funds in the
Fund Complex | |
Principal Occupation(s)
During
Past Five Years |
| Officers of the Fund: | |
| |
| |
|
David J. Lamb
333 West Wacker Drive
Chicago, IL 60606
1963 | |
Chief Administrative Officer (Principal Executive Officer) | |
Term—Indefinite Length of Service—Since 2015 | |
Senior Managing Director of Nuveen Fund Advisors, LLC; Senior Managing Director
of Nuveen Securities, LLC; Senior Managing Director of Nuveen; has previously held various positions with 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, Chief Compliance Officer of Nuveen; formerly, Vice President
(2014-2022), Chief Compliance Officer and Anti- Money Laundering Compliance Officer (2017-2022) 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 and Assistant Secretary of Nuveen Securities, LLC and Nuveen
Fund Advisors, LLC; Managing Director and Associate General Counsel of Nuveen; Managing Director Assistant Secretary and Associate
General Counsel of Nuveen Asset Management, LLC; has previously held various positions with Nuveen; Managing Director, Associate
General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC. |
| | |
| |
| |
|
Jeremy D. Franklin
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
1983 | |
Vice President and Assistant Secretary | |
Term—Indefinite Length of Service—Since 2024 | |
Managing Director and Assistant Secretary, Nuveen Fund Advisors, LLC; Vice President
Associate General Counsel and Assistant Secretary, Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment
Management, LLC; Vice President and Associate General Counsel, Teachers Insurance and Annuity Association of America; Vice President
and Assistant Secretary, TIAA-CREF Funds and TIAA-CREF Life Funds; Vice President, Associate General Counsel, and Assistant Secretary,
TIAA Separate Account VA-1 and College Retirement Equities Fund; has previously held various positions with TIAA. |
Name, Business Address
and Year
of Birth | |
Position(s) Held
with the Fund | |
Term of Office
and Length of
Time Served with
Funds in the
Fund Complex | |
Principal Occupation(s)
During
Past Five Years |
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, LLC; Vice President,
Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment
Management, LLC; Vice President and Associate General Counsel of Nuveen. |
| | |
| |
| |
|
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 of Nuveen; Senior Managing Director of Nuveen Fund
Advisors, LLC; has previously held various positions with Nuveen; Chartered Financial Analyst. |
| | |
| |
| |
|
Brian H. Lawrence
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
1982 | |
Vice President and Assistant Secretary | |
Term—Indefinite Length of Service—Since 2023 | |
Vice President and Associate General Counsel of Nuveen; Vice President, Associate
General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; formerly Corporate Counsel
of Franklin Templeton (2018- 2022). |
| | |
| |
| |
|
Tina M. Lazar
333 West Wacker Drive
Chicago, IL 60606
1961 | |
Vice President | |
Term—Indefinite Length of Service—Since 2002 | |
Managing Director of Nuveen Securities, LLC. |
| | |
| |
| |
|
Brian J. Lockhart
333 West Wacker Drive
Chicago, IL 60606
1974 | |
Vice President | |
Term—Indefinite Length of Service—Since 2019 | |
Senior Managing Director and Head of Investment Oversight of Nuveen; Senior
Managing Director of Nuveen Fund Advisors, LLC; has previously held various positions with Nuveen; Chartered Financial Analyst and
Certified Financial Risk Manager. |
Name, Business Address
and Year
of Birth | |
Position(s) Held
with the Fund | |
Term of Office
and Length of
Time Served with
Funds in the
Fund Complex | |
Principal Occupation(s)
During
Past Five Years |
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, General Counsel and Secretary of Nuveen Fund Advisors, LLC;
Managing Director, Associate General Counsel and Assistant Secretary of Nuveen Asset Management, LLC; Managing Director and Assistant
Secretary of TIAA SMA Strategies LLC; Managing Director, Associate General Counsel and Assistant Secretary of College Retirement
Equities Fund, TIAA Separate Account VA-1, TIAA-CREF Funds, TIAA-CREF Life Funds, Teachers Insurance and Annuity Association of America,
Teacher Advisors LLC, TIAA-CREF Investment Management, LLC, and Nuveen Alternative Advisors LLC; has previously held various positions
with Nuveen/TIAA. |
| | |
| |
| |
|
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, Secretary and General Counsel of Nuveen Investments,
Inc.; Executive Vice President and Assistant Secretary of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Executive Vice President
and Secretary of Nuveen Asset Management, LLC, Teachers Advisors, LLC,
TIAA-CREF Investment Management, LLC and Nuveen Alternative Investments, LLC; Executive Vice President, Associate General Counsel
and Assistant Secretary of TIAA-CREF Funds and TIAA-CREF Life Funds; has previously held various positions with Nuveen/TIAA; Vice
President and Secretary of Winslow Capital Management, LLC; formerly, Vice President (2007-2021) and Secretary (2016-2021) of NWQ
Investment Management Company, LLC and Santa Barbara Asset Management, LLC. |
Name, Business Address
and Year
of Birth | |
Position(s) Held
with the Fund | |
Term of Office
and Length of
Time Served with
Funds in the
Fund Complex | |
Principal Occupation(s)
During
Past Five Years |
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 of College Retirement Equities Fund, TIAA-CREF
Funds, TIAA-CREF Life Funds, TIAA Separate Account VA-1 and the Managing Director of Nuveen Fund Advisors, LLC, has previously held various positions with Nuveen/TIAA. |
| | |
| |
| |
|
Mary Beth Ramsay
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
1965 | |
Vice President | |
Term of
Service—
Length of
Service—
Since 2024 | |
Chief Risk Officer, Nuveen and TIAA Financial Risk; Head of Nuveen Risk
& Compliance; Executive Vice President, Teachers Insurance and Annuity Association of America, TIAA Separate Account VA-1 and the College Retirement Equities Fund; formerly, Senior Vice
President, Head of Sales and Client Solutions (2019-2022) and U.S. Chief Pricing Actuary (2016-2019), SCOR Global Life
Americas; Member of the Board of Directors of Society of Actuaries. |
| | |
| |
| |
|
William A. Siffermann
333 West Wacker Drive
Chicago, IL 60606
1975 | |
Vice President | |
Term—Indefinite
Length of
Service—
Since 2017 | |
Managing Director of Nuveen. |
| | |
| |
| |
|
E. Scott Wickerham
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
1973 | |
Vice President
and Controller
(Principal
Financial
Officer) | |
Term—Indefinite
Length of
Service—
Since 2019 | |
Senior Managing Director, Head of Public Investment Finance of Nuveen; Senior Managing Director of Nuveen Fund Advisors, LLC, Nuveen Asset Management, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Principal Financial Officer, Principal Accounting Officer and Treasurer of the TIAACREF
Funds, the TIAA-CREF Life Funds, the TIAA Separate Account VA- 1 and the College Retirement Equities Fund; has previously held various positions
with TIAA. |
Name, Business Address
and Year
of Birth | |
Position(s) Held
with the Fund | |
Term of Office
and Length of
Time Served with
Funds in the
Fund Complex | |
Principal Occupation(s)
During
Past Five Years |
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 and Nuveen
Fund Advisors, LLC; Vice President, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment
Management, LLC and Nuveen Asset Management, LLC; Vice President and Associate General Counsel 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 of Nuveen Fund Advisors, LLC; Managing
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, Associate General Counsel and Assistant Secretary of Teacher Advisors, LLC and TIAA-CREF
Investment Management, LLC; Managing Director of Nuveen, LLC and of TIAA. |
Board
Leadership Structure and Risk Oversight
The
Board oversees the operations and management of the Fund, including the duties performed for the Fund by Nuveen Fund Advisors. The Board
has adopted a unitary board structure. A unitary board consists of one group of trustees who serves on the board of every fund in the
complex. In adopting a unitary board structure, the Trustees 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 Fund’s business. With this overall framework in mind, when the Board, through its Nominating
and Governance Committee discussed below, seeks nominees for the Board, the Trustees 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
Trustees. 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 Trustees, 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 Trustees across the fund complex
(such as compliance, valuation, liquidity, brokerage, trade allocation or 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 Nuveen Fund Advisors and other service providers.
In an effort to enhance the independence of
the Board, the Board also has Co-Chairs that are Independent Trustees. 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 Trustees have elected Mr. Kenny to serve as an independent Co-Chair of the Board for a one-year term expiring on December 31,
2024, and Mr. Young to serve as an independent Co-Chair of the Board for six-month term from July 1, 2024 through December 31,
2024. Pursuant to the Fund’s By-Laws, the Co-Chairs 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 Trustees or the By-Laws. Specific responsibilities of the Co-Chairs
include (i) coordinating with fund management in the preparation of the agenda for each meeting of the Board; (ii) presiding at all meetings
of the Board and of the shareholders; and (iii) serving as a liaison with other trustees, the Trust’s officers and other fund management
personnel, and counsel to the independent trustees.
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 Trustees to focus on particular operations or issues affecting the Nuveen
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 Trustees among the different committees allows the Trustees to gain additional and different perspectives
of the 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.
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. Kenny
and Mr. Young, Co-Chairs, Mr. Nelson and Mr. Toth. During the fiscal year ended [ ], 2024, the Executive Committee
met [__] times.
The Dividend Committee is authorized to
declare distributions (with subsequent ratification by the Board) on each Nuveen 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. Thornton, Chair, Ms. Lancellotta,
Mr. Nelson and Mr. Starr. During the fiscal year ended [ ], 2024, the Dividend Committee met [__] times.
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
Trustees 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 financial reporting policies,
processes and practices of the Nuveen Funds, and the audits of the financial statements of the Nuveen Funds; the quality and integrity
of the financial statements of the Nuveen Funds; the Nuveen Funds’ compliance with legal and regulatory requirements relating to the Nuveen Funds’ financial statements;
the independent auditors’ qualifications, performance and independence; and the Valuation Policy of the Nuveen Funds and
the internal valuation group of the Adviser, as valuation designee for the Nuveen Funds. It is the responsibility of the Audit
Committee to select, evaluate and replace any independent auditors (subject only to Board approval 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 Nuveen Funds’ portfolios. The Audit Committee is also primarily responsible for
the oversight of the Valuation Policy and actions taken by the Adviser, as valuation designee of the Funds, though its internal
valuation group which provides regular reports to the Audit Committee, reviews any issues relating to the valuation of the Nuveen
Funds’ securities brought to its attention, and considers the risks to the Nuveen Funds in assessing the possible resolutions
to these matters. The Audit Committee may also consider any financial risk exposures for the Nuveen Funds in conjunction with performing
its functions.
To fulfill its oversight duties, the Audit
Committee regularly meets with Fund management to discuss the Nuveen Funds’ annual and semi-annual reports and has regular
meetings with the external auditors for the Nuveen Funds and the Adviser’s internal audit group. In assessing financial risk
disclosure, 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
Nuveen 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 in the Charter) and free of any relationship that, in the opinion of the Trustees, would interfere
with their exercise of independent judgment as an Audit Committee member. The members of the Audit Committee are Mr. Nelson,
Chair, Mr. Boateng, Mr. Moschner, Mr. Starr, Ms. Wolff and Mr. Young, each of whom is an Independent Trustee
of the Nuveen Funds. Mr. Boateng, Mr. Moschner, Mr. Nelson, Mr. Starr and Mr. Young have each been designated
as an “audit committee financial expert” as defined by the rules of the SEC. A copy of the Charter is available at
https://www.nuveen.com/fund-governance. During the fiscal year ended [ ], 2024, the Audit Committee met [__] times.
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 Nuveen 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 Nuveen 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 Nuveen 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 TIAA/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 Nuveen Funds in adopting a particular approach
compared to the anticipated benefits to the Nuveen Funds and their shareholders. In fulfilling its obligations, the Compliance
Committee meets on a quarterly basis. The Compliance Committee receives written and oral reports from the Fund’s 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 Nuveen Funds’ and other service providers’ compliance programs
as well as any recommendations for modifications thereto. Certain matters not addressed at the committee level are addressed by another committee or directly by the full Board.
The Compliance Committee operates under a written charter adopted and approved by the Board. The members of the Compliance Committee
are Ms. Wolff, Chair, Mr. Forrester, Mr. Kenny, Ms. Lancellotta, Ms. Medero, Mr. Thornton and Mr. Toth.
During the fiscal year ended [ ], 2024, the Compliance Committee met [__] times.
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. 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 of the Nuveen Funds.
In addition, the Nominating and Governance
Committee, among other things: makes recommendations concerning the continuing education of Trustees; monitors performance of legal counsel;
establishes and monitors a process by which security holders are able to communicate in writing with Trustees; and periodically reviews
and makes recommendations about any appropriate changes to Trustee 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 Trustees 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 Trustees. 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 sub-advisers and service providers) and, if qualifying as an Independent Trustee candidate, independence from the Adviser, sub-advisers,
Nuveen Asset Management, underwriters and 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 Trustees 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 Fund management and yet maintain a collegial and collaborative
manner toward other Trustees. 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
Trustees, who are also “independent” as defined by NYSE listing standards. Accordingly, the members of the Nominating and
Governance Committee are Mr. Kenny and Mr. Young, Co-Chairs, Mr. Boateng, Mr. Forrester, Ms. Lancellotta, Ms. Medero,
Mr. Moschner, Mr. Nelson, Mr. Starr, Mr. Thornton, Mr. Toth as Co-Chair and Ms. Wolff. During the fiscal
year ended [ ], 2024, the Nominating and Governance Committee met [__] times.
The Investment Committee is responsible
for the oversight of Nuveen Fund performance, investment risk management and other portfolio-related matters affecting the Nuveen
Funds which are not otherwise the jurisdiction of the other Board committees. As part of such oversight, the Investment Committee
reviews each Nuveen Fund’s investment performance and investment risks, which may include, but is not limited to, an evaluation of Nuveen 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 Nuveen Fund
performance; and an assessment of Nuveen Fund objectives, policies and practices as such may relate to Nuveen 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 Nuveen Funds in adopting or recommending a particular approach or resolution compared
to the anticipated benefits to the Nuveen 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 Nuveen Fund performance and investment risks, including with respect to the various drivers
of performance and Nuveen 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 Nuveen 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 Nuveen
Funds. Accordingly, the members of the Investment Committee are Mr. Boateng and Ms. Lancellotta, Co-Chairs, Mr. Forrester,
Mr. Kenny, Ms. Medero, Mr. Moschner, Mr. Nelson, Mr. Starr, Mr. Thornton, Mr. Toth, Ms. Wolff
and Mr. Young. During the fiscal year ended [ ], 2024, the Investment Committee met [__] times.
The Closed-End Funds Committee 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 Fund, 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 Fund, 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 Fund; the distribution data of the Nuveen closed-end funds, including the Fund, 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 Fund. The Closed-End Funds Committee regularly engages in more in-depth discussions of premiums and discounts of
the Nuveen closed-end funds. Additionally, the Closed-End Funds Committee members participate in in-depth workshops to explore,
among other things, actions to address discounts of the Nuveen closed-end funds, potential share repurchases and available leverage
strategies and their use. The Closed-End Funds Committee operates under a written charter adopted and approved by the Board. The
members of the Closed-End Funds Committee are Mr. Moschner, Chair, Mr. Kenny, Ms. Lancellotta, Mr. Nelson,
Mr. Starr, Mr. Toth, Ms. Wolff and Mr. Young. During the fiscal year ended [ ], 2024, the Closed-End Funds Committee
met [__] times.
Board Diversification and Trustee Qualifications
Listed below for each current Trustee
are the experiences, qualifications, attributes and skills that led to the conclusion, as of the date of this document, that each
current Trustee should serve as a trustee of the Fund.
Joseph A. Boateng. Since
2007, Mr. Boateng has served as the Chief Investment Officer for Casey Family Programs. He was previously Director of U.S. Pension Plans
for Johnson & Johnson from 2002-2006. Mr. Boateng is a board member of the Lumina Foundation and Waterside School, an emeritus board
member of Year Up Puget Sound, member of the Investment Advisory Committee and former Chair for the Seattle City Employees’ Retirement
System, and an Investment Committee Member for The Seattle Foundation. Mr. Boateng previously served on the Board of Trustees for the
College Retirement Equities Fund (2018-2023) and on the Management Committee for TIAA Separate Account VA-1 (2019-2023). Mr. Boateng
received a B.S. from the University of Ghana and an M.B.A. from the University of California, Los Angeles.
Michael A.
Forrester. From 2007 to 2021, Mr. Forrester held various positions with Copper Rock Capital Partners, LLC
(“Copper Rock”), including Chief Executive Officer (2014-2021), Chief Operating Officer (“COO”) (2007-2014)
and Board Member (2007-2021). Mr. Forrester is currently a member of the Independent Directors Council Governing Council of the
Investment Company Institute. He also serves on the Board of Trustees of the Dexter Southfield School. Mr. Forrester previously
served on the Board of Trustees for the College Retirement Equities Fund and on the Management Committee for TIAA Separate Account
VA-1 (2007-2023). Mr. Forrester has a B.A. from Washington and Lee University.
Thomas J. Kenny. Mr. Kenny,
the Nuveen Funds' Independent Co-Chair for a one-year term expiring on December 31, 2024, has been a TIAA-CREF (“TC”) Board Member since 2011. Mr.
Kenny served as an Advisory Director (2010-2011), Partner (2004-2010), Managing Director (1999-2004) and Co-Head (2002-2010) of Goldman
Sachs Asset Management’s Global Cash and Fixed Income Portfolio Management team, having worked at Goldman Sachs since 1999. Mr.
Kenny is a Director and the Chair of the Finance and Investment Committee of Aflac Incorporated and a Director of ParentSquare. He is
a Former Director and Finance Committee Chair for the Sansum Clinic; former Advisory Board Member, B’Box; former Member of the
University of California at Santa Barbara Arts and Lectures Advisory Council; former Investment Committee Member at Cottage Health System;
and former President of the Board of Crane Country Day School. He received a B.A. from the University of California, Santa Barbara, and
an M.S. from Golden Gate University. He is a Chartered Financial Analyst and has served as Chairman of CREF since 2017.
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 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 (the “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 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 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
formerly served on the Board of Directors of Core12, LLC from 2008 to 2023, a private firm which develops branding, marketing,
and communications strategies for clients. Mr. Nelson has extensive experience in global banking and markets, having served
in several senior executive positions with ABN AMRO Holdings N.V. and its affiliated entities and predecessors, including LaSalle
Bank Corporation from 1996 to 2008, ultimately serving as Chief Executive Officer of ABN AMRO N.V. North America. During his tenure
at the bank, he also served as Global Head of its Financial Markets Division, which encompassed the bank’s Currency, Commodity,
Fixed Income, Emerging Markets, and Derivatives businesses. He was a member of the Foreign Exchange Committee of the Federal Reserve
Bank of the United States and during his tenure with ABN AMRO served as the bank’s representative on various committees of
The Bank of Canada, European Central Bank, and The Bank of England. Mr. Nelson previously served as a senior, external advisor
to the financial services practice of Deloitte Consulting LLP (2012-2014). At Fordham University, he served as a director of The
President’s Council (2010-2019) and previously served as a director of The Curran Center for Catholic American Studies (2009-2018).
He served as a trustee and Chairman of The Board of Trustees of Marian University (2011-2013). Mr. Nelson is a graduate of
Fordham University, holding a BA in Economics and an MBA in Finance. Mr. Nelson joined the Board in 2013.
Loren M. Starr. Mr.
Starr has been a TC Board Member since 2022. Mr. Starr was Vice Chair, Senior Managing Director from 2020 to 2021, and Chief Financial
Officer, Senior Managing Director from 2005 to 2020, for Invesco Ltd. Mr. Starr is also a Director and member of the Audit Committee
for AMG. He is former Chair and member of the Board of Directors, Georgia Leadership Institute for School Improvement (GLISI);
former Chair and member of the Board of Trustees, Georgia Council on Economic Education (GCEE). Mr. Starr received a B.A. and a
B.S. from Columbia College, an M.B.A. from Columbia Business School, and an M.S. from Carnegie Mellon University.
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 Co-Chair, was a Co-Founding Partner of Promus Capital (2008-2017). From 2012 to 2021, he was
a Director of Quality Control Corporation, from 2008 to 2013, he was a Director of Legal & General Investment Management
America, Inc. From 2004 to 2007, he was Chief Executive Officer and President of Northern Trust Global Investments, and Executive
Vice President of Quantitative Management & Securities Lending from 2000 to 2004. He also formerly served on the Board
of the Northern Trust Mutual Funds. He joined Northern Trust in 1994 after serving as Managing Director and Head of Global Securities
Lending at Bankers Trust (1986 to 1994) and Head of Government Trading and Cash Collateral Investment at Northern Trust from 1982
to 1986. He currently serves as Chair of the Board of the Kehrein Center for the Arts (since 2021) and is on the Board of Catalyst
Schools of Chicago since 2008. He is on the Mather Foundation Board since 2012 and 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,
the Nuveen Funds' Independent Co-Chair for a six-month term from July 1, 2024 through December 31, 2024, has more than 30 years of experience
in the investment management industry. From 1997 to 2017, he held various positions with J.P. Morgan Investment Management Inc. (“J.P.
Morgan Investment”) and its affiliates (collectively, “J.P. Morgan”). Most recently, he served as Chief Operating Officer
and Director of J.P. Morgan Investment (from 2010 to 2016) and as President and Principal Executive Officer of the J.P. Morgan Funds
(from 2013 to 2016). As Chief Operating Officer of J.P. Morgan Investment, Mr. Young led service, administration and business platform
support activities for J.P. Morgan’s domestic retail mutual fund and institutional commingled and separate account businesses,
and co-led these activities for J.P. Morgan’s global retail and institutional investment management businesses. As President
of the J.P. Morgan Funds, Mr. Young interacted with various service providers to these funds, facilitated the relationship between
such funds and their boards, and was directly involved in establishing board agendas, addressing regulatory matters, and establishing
policies and procedures. Before joining J.P. Morgan, Mr. Young, a former Certified Public Accountant (CPA), was a Senior Manager
(Audit) with Deloitte & Touche LLP (formerly, Touche Ross LLP), where he was employed from 1985 to 1996. During his tenure there,
he actively participated in creating, and ultimately led, the firm’s midwestern mutual fund practice. Mr. Young holds a 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.
Share Ownership
The following table sets forth the dollar
range of equity securities beneficially owned by each Trustee as of December 31, 2023:
| |
|
|
|
|
|
|
Independent Trustees |
|
Dollar Range
of Equity
Securities
in the Fund |
|
|
Aggregate Dollar Range
of Equity Securities in
All Registered
Investment Companies
Overseen by Trustees in
Family of Investment
Companies1 |
| Joseph
A. Boateng2 |
|
|
[_] |
|
|
[_] |
| |
|
|
| Michael
A. Forrester2 |
|
|
[_] |
|
|
[_] |
| |
|
|
| Thomas
J. Kenny2 |
|
|
[_] |
|
|
[_] |
| |
|
|
| Amy
B. R. Lancellotta |
|
|
[_] |
|
|
[_] |
| |
|
|
| Joanne
T. Medero |
|
|
[_] |
|
|
[_] |
| |
|
|
| Albin
F. Moschner |
|
|
[_] |
|
|
[_] |
| |
|
|
| John
K. Nelson |
|
|
[_] |
|
|
[_] |
| |
|
|
| Loren
M. Starr2 |
|
|
[_] |
|
|
[_] |
| |
|
|
| Matthew
Thornton III |
|
|
[_] |
|
|
[_] |
| |
|
|
| Terence
J. Toth |
|
|
[_] |
|
|
[_] |
| |
|
|
| Margaret
L. Wolff |
|
|
[_] |
|
|
[_] |
| |
|
|
| Robert
L. Young |
|
|
[_] |
|
|
[_] |
| 1 |
[“Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies” for Mr. Boateng, Mr. Forrester, Mr. Kenny and Mr. Starr includes holdings in College Retirement Equities Fund (“CREF”) and TIAA Separate Account VA-1 (“VA-1”), as each was a member of the board and management committee of CREF and VA-1, respectively, as of December 31, 2023. |
| 2 |
Mr. Boateng, Mr. Forrester, Mr. Kenny and Mr. Starr
were elected or appointed to the Board of Trustees of the Nuveen Funds effective January 1, 2024. Information regarding their
holdings in the Fund is not presented because they were not trustees of the Fund as of December 31, 2023.] |
The table
below presents information on Trustees who own securities in companies (other than registered investment companies) that are advised
by entities that are under common control with the Fund’s investment adviser as of December 31, 2023:
| | |
| |
| |
| | |
| | |
| |
| Name of Trustee | |
Name of
Owners/Relationships
to
Trustee | |
Companies(1) | |
Title of
Class | | |
Value of
Securities(2) | | |
Percent of
Class(3) | |
| [_] | |
[_] | |
[_] | |
| [_] | | |
| [_] | | |
| [_] | |
| | |
[_] | |
[_] | |
| [_] | | |
| [_] | | |
| [_] | |
| (1) |
[Nuveen Fund Advisors, as well as the investment advisers to these Companies, are indirectly commonly controlled
by Nuveen, LLC. |
| (2) |
These
amounts reflect the current value of holdings as of December 31, 2023. As of the date of this SAI, that
is the most recent information available regarding the Companies. |
| (3) |
These percentages reflect the overall amount committed to invest in the Companies, not current ownership
percentages. |
| (4) |
Mr. Kenny
owns 6.60% of KSFHO, LLC.] |
As
of [_], 2024, the officers and Trustees as a group beneficially owned less than 1% of any class of the Fund’s outstanding
securities. Other than as noted in the table above, as of [_], 2024, none of the Independent Trustees or their immediate family
members owned, beneficially, or of record, any security of Nuveen Fund Advisors, Nuveen Asset Management or Nuveen Investments (or
any entity controlled by or under common control with Nuveen Fund Advisors, Nuveen Asset Management or Nuveen Investments).
Compensation
The following
table shows, for each Independent Trustee, (1) the aggregate compensation paid by the Fund for its fiscal year ended [ ], 2024,
(2) the amount of total compensation paid by the Fund that has been deferred and (3) the total compensation paid to each Trustee by the
Nuveen Funds during the calendar year ended December 31, 2023. The Fund does not have a retirement or pension plan. The officers and
Trustees affiliated with Nuveen Investments serve without any compensation from the Fund. Certain of the Nuveen Funds have a deferred
compensation plan (the “Compensation Plan”) that permits any Trustee who is not an “interested person” of certain
Nuveen Funds to elect to defer receipt of all or a portion of his or her compensation as a Trustee. The deferred compensation of a participating
Trustee is credited to the book reserve account of a Nuveen Fund when the compensation would otherwise have been paid to the Trustee.
The value of the Trustee’s deferral account at any time is equal to the value that the account would have had if contributions to
the account had been invested and reinvested in shares of one or more of the eligible Nuveen Funds. At the time for commencing distributions
from a Trustee’s deferral account, the Trustee may elect to receive distributions in a lump sum or over a period of five years.
The Fund is not liable for any other Nuveen Fund’s obligations to make distributions under the Compensation Plan.
| | |
| | |
| | |
| |
| Independent Trustees | |
Aggregate
Compensation
from Fund(1) | | |
Amount of Total
Compensation
From the Fund
That Has
Been Deferred(2) | | |
Total Compensation
from Fund and
Fund Complex(3) | |
Joseph A. Boateng(4) | |
$ | [_] | | |
$ | [_] | | |
$ | [_] | |
Michael A. Forrester(4) | |
$ | [_] | | |
$ | [_] | | |
$ | [_] | |
Thomas J. Kenny(4) | |
$ | [_] | | |
$ | [_] | | |
$ | [_] | |
| Amy B.R. Lancellotta | |
$ | [_] | | |
$ | [_] | | |
$ | [_] | |
| Joanne T. Medero | |
$ | [_] | | |
$ | [_] | | |
$ | [_] | |
| Albin F. Moschner | |
$ | [_] | | |
$ | [_] | | |
$ | [_] | |
| John K. Nelson | |
$ | [_] | | |
$ | [_] | | |
$ | [_] | |
Loren M. Starr(4) | |
$ | [_] | | |
$ | [_] | | |
$ | [_] | |
| Matthew Thornton III | |
$ | [_] | | |
$ | [_] | | |
$ | [_] | |
| Terence J. Toth | |
$ | [_] | | |
$ | [_] | | |
$ | [_] | |
| Margaret L. Wolff | |
$ | [_] | | |
$ | [_] | | |
$ | [_] | |
| Robert L. Young | |
$ | [_] | | |
$ | [_] | | |
$ | [_] | |
| (1) |
The compensation paid, including deferred amounts, to the independent Directors for the fiscal year ended
[ ], 2024 for services to the Fund. |
| (2) |
Pursuant to a deferred compensation agreement with certain of the Nuveen Funds, deferred amounts are treated as
though an equivalent dollar amount has been invested in shares of one or more eligible Nuveen Funds. Total deferred fees for the Fund (including the return from the assumed investment in the eligible Nuveen Funds) payable are stated above.
|
| (3) |
Based on the compensation paid (including any amounts deferred) for the calendar year ended December 31,
2023 for services to the Nuveen open-end and closed-end funds. Because the funds in the Fund Complex have different fiscal year ends, the amounts shown in this column
are presented on a calendar year basis. |
| (4) |
Messrs. Boateng, Forrester, Kenny, and Starr were appointed to the Board, effective January 1, 2024. |
Prior to January 1, 2024, Independent Trustees received a $210,000 annual retainer, plus they received (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 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. In addition to the payments described above, the Chair of the Board received $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 received $20,000
each as additional retainers. Independent Trustees also received a fee of $5,000 per day for site visits to entities that provided services to the Nuveen Funds on days on which no Board meeting were held. Per meeting fees for unscheduled Committee
meetings or meetings of Ad Hoc or Special Assignment Committees were 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 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.
Effective January 1, 2024, Independent Trustees receive a $350,000 annual retainer, plus
they receive (a) an annual retainer of $30,000 for membership on the Audit Committee and Compliance, Risk Management
and Regulatory Oversight Committee, respectively; and (b) an annual retainer of $20,000 for membership on the Dividend Committee, Investment Committee, Nominating and Governance Committee and
Open-End Fund Committee, respectively. In addition to the payments described above, the Chair and/or Co-Chair of the Board receives $140,000 annually; the Chair and/or Co-Chair of the Audit Committee and the Compliance, Risk Management and
Regulatory Oversight Committee receives $30,000 annually; and the Chair and/or Co-Chair of the Dividend Committee, Investment Committee, Nominating and Governance Committee and the Open-End Fund Committee receives $20,000 annually. Trustees will be
paid either $1,000 or $2,500 for any ad hoc meetings of the Board or its standing committees depending upon the meeting’s length and immediacy. For any special assignment committees, the Chair and/or Co-Chair will be paid a quarterly fee of
$1,250 and Trustees will be paid a quarterly fee of $5,000. The annual retainers, fees and expenses of the Board are allocated among the funds in the Nuveen Fund Complex on the basis of relative net assets, although a minimum amount may be
established to be allocated to each fund. In certain instances fees and expenses will be allocated only to those funds that are discussed at a given meeting.
Because Mr. Boateng, Mr. Forrester, Mr. Kenny and Mr. Starr are new to the Board, they did not receive any compensation from the Nuveen Funds prior to January 1, 2024.
INVESTMENT ADVISER, SUB-ADVISER AND PORTFOLIO MANAGERS
Investment
Adviser. Nuveen Fund Advisors, LLC, the Fund’s investment adviser, is responsible for overseeing the Fund’s overall investment
strategy and implementation. Nuveen Fund Advisors offers advisory and investment management services to a broad range of investment company
clients. Nuveen Fund Advisors has overall responsibility for management of the Fund, oversees the management of the Fund’s portfolio,
manages the Fund’s business affairs and provides certain clerical, bookkeeping and other administrative services. Nuveen Fund Advisors
is located at 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen Fund Advisors is an indirect subsidiary of Nuveen, LLC (“Nuveen”),
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. As of [__], 2024, Nuveen managed approximately $[__] trillion in assets, of which approximately $[__] billion was managed
by Nuveen Fund Advisors.
Investment Management Agreement and Related Fees. Pursuant to an investment management
agreement between Nuveen Fund Advisors and the Fund (the “Investment Management Agreement”), the Fund has agreed to pay an annual management fee for the overall advisory and administrative services and general office facilities provided by
Nuveen Fund Advisors. The Fund’s management fee is separated into two components—a complex-level component, based on the aggregate amount of all fund assets managed by Nuveen Fund Advisors, and a specific fund-level component, based only
on the amount of assets within the Fund. This pricing structure enables Nuveen fund shareholders to benefit from growth in the assets within each individual fund as well as from growth in the amount of complex-wide assets managed by Nuveen Fund
Advisors.
Fund-Level
Fee. The annual fund-level fee for the Fund, payable monthly, is calculated according to the following schedule:
| |
|
|
|
|
|
Average Daily
Managed Assets* |
|
Fund-Level
Fee Rate |
|
| For the first $125 million |
|
|
0.4500% |
|
| For the next $125 million |
|
|
0.4375% |
|
| For the next $250 million |
|
|
0.4250% |
|
| For the next $500 million |
|
|
0.4125% |
|
| For the next $1 billion |
|
|
0.4000% |
|
| For the next $3 billion |
|
|
0.3750% |
|
| For managed assets over $5 billion |
|
|
0.3625% |
|
Complex-Level
Fee. The overall complex-level fee, payable monthly, begins at a maximum rate of 0.1600% of the Fund’s
average daily managed assets, with breakpoints for eligible complex-level assets above $124.3 billion. Therefore, the maximum management
fee rate for the Fund is the Fund-level fee plus 0.1600%. The current overall complex-level fee schedule is as follows:
| Complex-Level Asset Breakpoint Level* |
Complex-Level Fee |
| For the first $124.3 billion |
0.1600% |
| For the next $75.7 billion |
0.1350% |
| For the next $200 billion |
0.1325% |
| For eligible assets over $400 billion |
0.1300% |
| * | The complex-level fee is calculated based upon the aggregate daily
“eligible assets” of all Nuveen-branded closed-end funds and Nuveen Mutual Funds. Except as described below, eligible assets
include the net assets of all Nuveen-branded closed-end funds and Nuveen Mutual Funds organized in the United States. Eligible assets
do not include the net assets of: Nuveen fund-of-funds, Nuveen money market funds, Nuveen index funds, Nuveen Large Cap Responsible Equity
Fund or Nuveen Life Large Cap Responsible Equity Fund. In addition, eligible assets include a fixed percentage of the aggregate net assets
of the active equity and fixed income Nuveen Mutual Funds advised by Teachers Advisors, LLC (“TAL”) (except those identified
above). Eligible assets will include all of the aggregate net assets of TAL-advised active equity and fixed income Nuveen Mutual Funds
(except those identified above) on May 1, 2033. Eligible assets include closed-end fund assets managed by Nuveen Fund Advisors that are
attributable to financial leverage. For these purposes, financial leverage includes the closed-end funds’ use of preferred stock
and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender
option bond (TOB) trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trust’s
issuance of floating rate securities, subject to an agreement by Nuveen Fund Advisors as to certain funds to limit the amount of such
assets for determining eligible assets in certain circumstances. |
As of [__], 2024, the
complex-level fee rate for the Fund was [___]%.
The following
table sets forth the management fee paid by the Fund for the last three fiscal years:
| | | |
| | |
| |
| | | |
Management Fee
Net of Expense
Reimbursement | | |
Expense
Reimbursement | |
Fiscal year ended February 28, 2022 | | |
$ | [__] | | |
$ | — | |
Fiscal year ended February 28, 2023 | | |
$ | [__] | | |
$ | — | |
Fiscal year ended February 29, 2024 | | |
$ | [__] | | |
$ | — | |
In addition to the fee of Nuveen Fund Advisors, the Fund pays all other costs and expenses of its operations,
including compensation of its Directors (other than those affiliated with Nuveen Fund Advisors and Nuveen Asset Management), custodian, transfer agency and dividend disbursing expenses, legal fees, expenses of independent auditors, expenses of
repurchasing shares, expenses of preparing, printing and distributing shareholder reports, notices, proxy statements and reports to governmental agencies and taxes, if any. All fees and expenses are accrued daily and deducted before payment of
dividends to investors.
Investment Sub-Adviser. Pursuant to a sub-advisory agreement between Nuveen Fund Advisors and Nuveen Asset Management (the “Sub-Advisory Agreement”), Nuveen Asset Management, LLC, 333 West Wacker
Drive, Chicago, Illinois 60606, serves as the Fund’s sub-adviser. Nuveen Asset Management, a registered investment adviser, is a wholly-owned subsidiary of Nuveen Fund Advisors. Nuveen Asset Management
oversees day-to-day operations and provides portfolio management services to the Fund. Pursuant to the Sub-Advisory Agreement,
Nuveen Asset Management is compensated for the services it provides to the Fund with a portion of the management fee Nuveen Fund Advisors receives from the Fund. Nuveen Fund Advisors and Nuveen Asset Management retain the right to reallocate
investment advisory responsibilities and fees between themselves in the future.
Sub-Advisory
Agreement and Related Fees. Pursuant to the Sub-Advisory Agreement, Nuveen Asset Management receives from Nuveen Fund Advisors a management fee equal to 38.4615% of Nuveen Fund Advisors’ net management fee from the Fund. Nuveen Fund Advisors and Nuveen Asset Management retain the right to reallocate investment advisory responsibilities and fees between themselves in the future.
The following
table sets forth the management fee paid by Nuveen Fund Advisors to Nuveen Asset Management for the last three fiscal years:
| | | |
Sub-Advisory Fee Paid by
Nuveen Fund Advisors
to Nuveen Asset
Management | |
Fiscal year ended February 28, 2022 | | |
$ | [__] | |
Fiscal year ended February 28, 2023 | | |
$ | [__] | |
Fiscal year ended February 29, 2024 | | |
$ | [__] | |
Portfolio Managers. Unless
otherwise indicated, the information below is provided as of the date of this SAI.
Portfolio
Management. Scott R. Romans, PhD, Managing Director of Nuveen Asset Management, responsible for managing several state-specific, tax-exempt
portfolios, including the California Municipal Bond and the New York Municipal Bond strategies. He also serves as portfolio
manager for a number of closed-end funds. Before moving to his portfolio management role in 2003, he was a senior research
analyst in the firm’s tax-exempt fixed income department, specializing in the education sector. He holds an undergraduate
degree from the University of Pennsylvania, an M.S.F. from the Illinois Institute of Technology Stuart School of Business,
and an MA and PhD from the University of Chicago.
Kristen
M. DeJong, CFA, Managing Director at Nuveen Asset Management, is a portfolio manager responsible for managing taxable municipal
fixed income strategies for customized institutional portfolios and closed-end funds. She began her career in the investment industry
in 2005 and joined Nuveen Asset Management in 2008. Prior to her current role, she served as senior research analyst for Nuveen
Asset Management’s municipal fixed income team, responsible for conducting credit analysis and providing trade recommendations
for separately managed accounts. Previously, she worked as a research associate at Nuveen in the wealth management services area,
where she provided research and developed reports on various topics involving retirement, tax and investment planning. Before
joining Nuveen, she was a financial advisor at Ameriprise Financial. She received her B.S. in Business from Miami University.
Ms. DeJong holds the Chartered Financial Analyst designation and is a member of the CFA Institute and the CFA Society of Chicago.
Other
Accounts Managed. The Portfolio Managers also have responsibility for the day-to-day management of accounts other than the
Fund. Information regarding these other accounts is set forth below.
| Portfolio Manager |
|
Type of Account
Managed |
|
|
Number of
Accounts |
|
|
Assets* |
|
| Scott R. Romans |
|
Registered Investment Company |
|
|
17 |
|
|
$16.38 billion |
|
| |
|
Other Pooled Investment Vehicles |
|
|
0 |
|
|
$0 |
|
| |
|
Other Accounts |
|
|
3 |
|
|
$5 million |
|
| Kristen M. DeJong |
|
Registered Investment Company |
|
|
19 |
|
|
$18.34 billion |
|
| |
|
Other Pooled Investment Vehicles |
|
|
1 |
|
|
$72.49 million |
|
| |
|
Other Accounts |
|
|
30 |
|
|
$6.96 billion |
|
| * | Assets are as of February 29, 2024. None of the
assets in these accounts are subject to an advisory fee based on performance. |
As shown in the above table, the Portfolio Managers may manage accounts in addition to the Fund. The
potential for conflicts of interest exists when a portfolio manager manages other accounts with similar investment objectives and strategies to the Fund (“Similar Accounts”). Potential conflicts may include, for example, conflicts between
investment strategies and conflicts in the allocation of investment opportunities.
Responsibility for managing Nuveen Fund Advisors’
clients’ portfolios is organized according to investment strategies. Generally, client portfolios with similar strategies are managed using the same objectives, approach and philosophy. Therefore, portfolio holdings, relative position sizes and
sector exposures tend to be similar across similar portfolios which minimizes the potential for conflicts of interest.
Nuveen Fund
Advisors may receive more compensation with respect to certain Similar Accounts than that received with respect to the Fund or may receive compensation based in part on the performance of certain Similar Accounts. This may create a potential
conflict of interest for the Portfolio Managers by providing an incentive to favor these Similar Accounts when, for example, placing securities transactions. Potential conflicts of interest may arise with both the aggregation and allocation of
securities transactions and allocation of limited investment opportunities. Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited availability, and allocation of investment opportunities
generally, could raise a potential conflict of interest.
Nuveen Asset Management has policies and procedures designed to manage these
conflicts described above such as allocation of investment opportunities to achieve fair and equitable allocation of investment opportunities among its clients over time. For example, orders for the same equity security are aggregated on a continual
basis throughout each trading day consistent with Nuveen Asset Management’s duty of best execution for its clients. If aggregated trades are fully executed, accounts participating in the trade will be allocated their pro rata share on an
average price basis. Partially completed orders will be allocated among the participating accounts on a pro-rata average price basis as well.
Compensation. Portfolio managers are compensated through a combination of base salary and variable components consisting of (i) a
cash bonus; (ii) a long-term performance award; and (iii) participation in a profits interest plan.
Base salary. A portfolio manager’s base salary is determined based upon an analysis
of the portfolio manager’s general performance, experience and market levels of base pay for such position.
Cash bonus. A
portfolio manager is eligible to receive an annual cash bonus that is based on three variables: risk-adjusted investment performance relative to benchmark generally measured over the most recent one, three and five year periods (unless the portfolio
manager’s tenure is shorter), ranking versus Morningstar peer funds generally measured over the most recent one, three and five year periods (unless the portfolio manager’s tenure is shorter), and management and peer reviews.
Long-term performance award. A portfolio manager is eligible to receive a long-term performance award that vests after three years. The
amount of the award when granted is based on the same factors used in determining the cash bonus. The value of the award at the completion of the three-year vesting period is adjusted based on the risk-adjusted investment performance of Fund(s)
managed by the portfolio manager during the vesting period and the performance of the TIAA organization as a whole.
Profits interest
plan. Portfolio managers are eligible to receive profits interests in Nuveen Asset Management and its affiliate, Teachers Advisors, LLC, which vest over time and entitle their holders to a percentage of the firms’ annual profits. Profits
interests are allocated to each portfolio manager based on such person’s overall contribution to the firms.
There are generally no
differences between the methods used to determine compensation with respect to the Fund and the Other Accounts shown in the table above.
Material conflicts of interest. Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one account. More specifically, portfolio managers who manage multiple accounts are presented a number of
potential conflicts, including, among others, those discussed below.
The management of multiple accounts may result in a portfolio
manager devoting unequal time and attention to the management of each account. Nuveen Asset Management seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular
investment discipline. Most accounts managed by a portfolio manager in a particular investment strategy are managed using the same investment models.
If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one account, an account may not be able
to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible accounts. To deal with these situations, Nuveen Asset Management has adopted procedures for allocating limited opportunities across
multiple accounts.
With respect to many of its clients’ accounts, Nuveen Asset Management determines which broker to use to execute
transaction orders, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts, Nuveen Asset Management may be limited by the client with respect to the selection of brokers or may be
instructed to direct trades through a particular broker. In these cases, Nuveen Asset Management may place separate, non-simultaneous, transactions for the Fund and other accounts which may temporarily affect
the market price of the security or the execution of the transaction, or both, to the detriment of the Fund or the other accounts.
Some
clients are subject to different regulations. As a consequence of this difference in regulatory requirements, some clients may not be permitted to engage in all the investment techniques or transactions or to engage in these transactions to the same
extent as the other accounts managed by the portfolio manager. Finally, the appearance of a conflict of interest may arise where Nuveen Asset Management has an incentive, such as a performance-based management fee, which relates to the management of
some accounts, with respect to which a portfolio manager has day-to-day management responsibilities.
Conflicts of interest may also arise when the sub-adviser
invests one or more of its client accounts in different or multiple parts of the same issuer’s capital structure, including investments in public versus private securities, debt versus equity, or senior versus junior/subordinated debt, or
otherwise where there are different or inconsistent rights or benefits. Decisions or actions such as investing, trading, proxy voting, exercising, waiving or amending rights or covenants, workout activity, or serving on a board, committee or other
involvement in governance may result in conflicts of interest between clients holding different securities or investments. Generally, individual portfolio managers will seek to act in a manner that they believe serves the best interest of the
accounts they manage. In cases where a portfolio manager or team faces a conflict among its client accounts, it will seek to act in a manner that it believes best reflects its overall fiduciary duty, which may result in relative advantages or
disadvantages for particular accounts.
Nuveen Asset Management has adopted certain compliance procedures which are designed to address
these types of conflicts common among investment managers. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
Nuveen Asset Management or its affiliates, including TIAA, sponsor an array of financial products for retirement and other investment goals,
and provide services worldwide to a diverse customer base. Accordingly, from time to time, the Fund may be restricted from purchasing or selling securities, or from engaging in other investment activities because of regulatory, legal or contractual
restrictions that arise due to another client account’s investments and/or the internal policies of Nuveen Asset Management, TIAA or its affiliates designed to comply with such restrictions. As a result, there may be periods, for example, when
Nuveen Asset Management will not initiate or recommend certain types of transactions in certain securities or instruments with respect to which investment limits have been reached.
The investment activities of Nuveen Asset Management or its affiliates may also limit the investment strategies and rights of the Fund. For
example, in certain circumstances where the Fund invests in securities issued by companies that operate in certain regulated industries, in certain emerging or international markets, or are subject to corporate or regulatory ownership definitions,
or invest in certain futures and derivative transactions, there may be limits on the aggregate amount invested by Nuveen Asset Management or its affiliates for the Fund and other client accounts that may not be exceeded without the grant of a
license or other regulatory or corporate consent. If certain aggregate ownership thresholds are reached or certain transactions undertaken, the ability of Nuveen Asset Management, on behalf of the Fund or other client accounts, to purchase or
dispose of investments or exercise rights or undertake business transactions may be restricted by regulation or otherwise impaired. As a result, Nuveen Asset Management, on behalf of the Fund or other client accounts, may limit purchases, sell
existing investments, or otherwise restrict or limit the exercise of rights (including voting rights) when Nuveen Asset Management, in its sole discretion, deems it appropriate in light of potential regulatory or other restrictions on ownership or
other consequences resulting from reaching investment thresholds.
Fund
shares owned by the Portfolio Managers. As of [ ], 2024, the Portfolio Managers
beneficially owned (as determined pursuant to Rule 16a-1(a)(2) under the 1934 Act) shares
of the Fund having values within the indicated dollar range.
Portfolio Manager |
|
Dollar Range of Equity Securities
Beneficially Owned in
the Fund |
|
Scott R. Romans |
|
|
[__] |
|
Kristen M. DeJong |
|
|
[__] |
|
CODE OF ETHICS
The Fund, Nuveen Fund Advisors, Nuveen Asset Management, Nuveen Securities and other related entities have adopted a combined code of ethics
(the “Code of Ethics”) that essentially prohibits certain of their personnel, including the Portfolio Managers, from engaging in personal investments that compete or interfere with, or attempt to take advantage of a client’s,
including the Fund’s, anticipated or actual portfolio transactions, and are designed to assure that the interests of clients, including Fund shareholders, are placed before the interests of personnel in connection with personal investment
transactions. Personnel subject to the Code of Ethics may purchase shares of the Fund subject to the restriction set forth in the Code of Ethics. While personnel subject to the Code of Ethics may generally invest in securities in which the Fund may
also invest, portfolio managers of municipal bond funds, such as the Fund, may not do so. Text-only versions of the Code of Ethics can be viewed online or downloaded from the EDGAR Database on the SEC’s internet website at www.sec.gov. In
addition, a copy of the Code of Ethics may be obtained, after paying the appropriate duplicating fee, by e-mail request at publicinfo@sec.gov.
PROXY VOTING POLICIES
The Fund invests primarily in municipal securities. On rare occasions the Fund may acquire, directly or through a special purpose vehicle,
equity securities of a municipal bond issuer whose bonds the Fund already owns when such bonds have deteriorated or are expected shortly to deteriorate significantly in credit quality. The purpose of acquiring equity securities generally will be to
acquire control of the municipal bond issuer and to seek to prevent the credit deterioration or facilitate the liquidation or other workout of the distressed issuer’s credit problem. In the course of exercising control of a distressed municipal
issuer, Nuveen Asset Management may pursue the Fund’s interests in a variety of ways, which may entail negotiating and executing consents, agreements and other arrangements, and otherwise influencing the management of the issuer. Nuveen Asset
Management does not consider such activities proxy voting for purposes of Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended, but nevertheless provides reports to the Fund’s Board on its
control activities on a quarterly basis.
The Fund has delegated authority to Nuveen Fund Advisors to vote proxies for securities held by
the Fund, and Nuveen Fund Advisors has in turn delegated that responsibility to Nuveen Asset Management. Nuveen Fund Advisors’ proxy voting policy establishes minimum standards for the exercise of proxy voting authority by Nuveen Asset
Management.
In the rare event that a municipal issuer held by the Fund were to issue a proxy, or that the Fund were to receive a proxy
issued by a cash management security, Nuveen Asset Management will vote proxies in accordance with the Nuveen Proxy Voting Guidelines, which are attached, along with the Nuveen Proxy Voting Policy and Nuveen Proxy Voting Conflicts of Interest Policy
and Procedures, as Appendix B to this SAI.
Voted Proxies. Information regarding how your Fund voted proxies relating to portfolio
securities during the most recent 12-month period ended June 30 is available without charge by accessing the Fund’s Proxy Voting Report on Form N-PX, which is
available through both Nuveen’s website at http://www.nuveen.com/en-us/closed-end-funds or the SEC’s website at
http://www.sec.gov.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to the
supervision of the Board, Nuveen Asset Management is responsible for decisions to purchase and sell securities for the Fund, the negotiation
of the prices to be paid and the allocation of transactions among various dealer firms. Transactions on stock exchanges involve the payment
by the Fund of brokerage commissions. There generally is no stated commission in the case of securities traded in the over-the-counter
(“OTC”) market but the price paid by the Fund usually includes an undisclosed dealer commission or mark-up. Transactions in
the OTC market can also be placed with broker-dealers who act as agents and charge brokerage commissions for effecting OTC transactions.
The Fund may place its OTC transactions either directly with principal market makers, or with broker-dealers if that is consistent with
Nuveen Asset Management’s obligation to obtain best qualitative execution. In certain instances, the Fund may make purchases of
underwritten issues at prices that include underwriting fees.
Portfolio securities may be purchased directly from an
underwriter or in the OTC market from the principal dealers in such securities, unless it appears that a better price or execution may be obtained through other means. Portfolio securities will not be purchased from Nuveen Investments or its
affiliates or affiliates of Nuveen Fund Advisors except in compliance with the 1940 Act.
It is Nuveen Asset Management’s policy to
seek the best execution under the circumstances of each trade. Nuveen Asset Management will evaluate price as the primary consideration, with the financial condition, reputation and responsiveness of the dealer considered secondary in determining
best execution. Given the best execution obtainable, it will be Nuveen Asset Management’s practice to select dealers that, in addition, furnish research information (primarily credit analyses of issuers and general economic reports) and
statistical and other services to Nuveen Asset Management. It is not possible to place a dollar value on information and statistical and other services received from dealers. Since it is only supplementary to Nuveen Asset Management’s own
research efforts, the receipt of research information is not expected to reduce significantly Nuveen Asset Management’s expenses. While Nuveen Asset Management will be primarily responsible for the placement of the business of the Fund, Nuveen
Asset Management’s policies and practices in this regard must be consistent with the foregoing and will, at all times, be subject to review by the Board of the Fund.
Nuveen Asset Management may manage other investment accounts and investment companies for other clients that may invest in the same types of
securities as the Fund and that may have investment objectives similar to those of the Fund. Nuveen Asset Management seeks to allocate portfolio transactions equitably whenever concurrent decisions are made to purchase or sell assets or securities
by the Fund and another advisory account. If an aggregated order cannot be filled completely, allocations will generally be made on a pro rata basis. An order may not be allocated on a pro rata basis where, for example (i) consideration is
given to portfolio managers who have been instrumental in developing or negotiating a particular investment; (ii) consideration is given to an account with specialized investment policies that coincide with the particulars of a specific
investment; (iii) pro rata allocation would result in odd-lot or de minimis amounts being allocated to a portfolio or other client; or (iv) where Nuveen Asset Management reasonably determines that
departure from a pro rata allocation is advisable. There may also be instances where the Fund will not participate at all in a transaction that is allocated among other accounts. While these allocation procedures could have a detrimental effect on
the price or amount of the securities available to the Fund from time to time, it is the opinion of the Board that the benefits available from Nuveen Asset Management’s management outweigh any disadvantage that may arise from Nuveen Asset
Management’s larger management activities and its need to allocate securities.
Substantially all of the Fund’s trades are
effected on a principal basis. The following table sets forth the aggregate amount of brokerage commissions paid by the Fund for the last three fiscal years:
| |
|
Brokerage Commissions Paid |
|
| Fiscal year ended February 28, 2022 |
|
$ |
___ |
|
| Fiscal year ended February 28, 2023 |
|
$ |
___ |
|
| Fiscal year ended February 29, 2024 |
|
$ |
___ |
|
During the fiscal year ended [ ], 2024, the Fund did not pay commissions to brokers in return for
research services or hold any securities of its regular broker-dealers.
TAX MATTERS
[The following
is intended to be a general summary of certain U.S. federal income tax consequences of investing, holding and disposing of Common Shares
of the Fund. It is not intended to be a complete discussion of all such federal income tax consequences, nor does it purport to deal
with all categories of investors (including investors in Common Shares with large positions in the Fund). This summary does not discuss
the tax consequences of an investment in Rights or Preferred Shares. Investors are advised to consult with their own tax advisors before
investing in the Fund.
The Fund has elected
and intends to qualify each year to be treated, as a regulated investment company ("RIC"), under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"). The Fund also intends to satisfy conditions under which dividends on Common Shares
attributable to interest on municipal securities are exempt from federal income tax, federal alternative minimum tax applicable to
individuals and California income tax in the hands of owners of such stock.
In addition to
exempt-interest dividends, the Fund may also distribute to its shareholders amounts that are treated as long-term capital gain or
ordinary income (which may include short-term capital gains). These distributions (the excess of net long-term capital gain over net
short-term capital loss) that are properly reported to fund shareholders as capital dividends are generally subject to regular
federal income tax, whether or not reinvested in additional shares. Net capital gain distributions (the excess of net long-term capital gain over net short-term capital loss) that are properly reported to fund shareholders as capital
dividends are generally taxable at rates
applicable to long-term capital gains regardless of how long a shareholder has held its shares. Long-term capital gains are
currently taxable to non-corporate shareholders at rates of up to 20%. Distributions of net short-term capital gains for a taxable
year in excess of net long-term capital losses for such taxable year generally will be taxable at ordinary income rates to a
shareholder receiving such distributions. The Fund does not expect that any part of its distributions to shareholders from its
investments will qualify for the dividends received deduction available to corporate shareholders or as “qualified dividend
income,” which is taxable to non-corporate shareholders at reduced maximum U.S. federal income tax rates.
To qualify under
Subchapter M of the Code for treatment as a RIC, the Fund must, among other things: (a) distribute to its shareholders each year at least
90% of the sum of (i) its investment company taxable income (as that term is defined in the Code, determined without
regard to the deduction for dividends paid) and (ii) its net tax-exempt income (the excess of its gross tax-exempt interest income over
certain disallowed deductions), (b) derive at least 90% of its gross income (including income on municipal securities exempt from regular
federal income tax) for each taxable year from dividends, interest (including interest income on municipal securities exempt from regular
federal income tax), payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities
or foreign currencies, or other income (including gains from options, futures and forward contracts) derived with respect to its business
of investing in such stock, securities or currencies, and net income derived from an interest in a qualified publicly traded partnership
(as defined in the Code), and (c) diversify its holdings so that, at the end of each quarter of the Fund’s taxable
year (i) at least 50% of the market value of the Fundd publicly traded partnership
(as defined in the Internal Revenue Code’s assets is represented by cash, cash items, U.S. government securities,
securities of other RICs, and other securities, with these other securities limited, with respect to any one issuer, to an amount not
greater in value than 5% of the Fund’s total assets, and to not more than 10% of the outstanding voting securities of such issuer,
and (ii) not more than 25% of the market value of the Fund’s assets is invested, including through corporations in which the Fund
owns a 20% or more voting stock interest, in the securities of any one issuer (other than U.S. government securities or securities of
other RICs), the securities of two or more issuers (other than securities of other RICs) controlled by the Fund and engaged in the same,
similar or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. To meet these requirements,
the Fund may need to restrict its use of certain of the investment techniques.
If the
Fund fails to satisfy the qualifying income or diversification requirements in any taxable year, the Fund may be eligible for relief
provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure
to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the diversification requirements
where the Fund corrects the failure within a specified period of time. In order to be eligible for the relief provisions with respect
to a failure to meet the diversification requirements, the Fund may be required to dispose of certain assets. If these relief provisions
are not available to the Fund and it fails to qualify for treatment as a RIC for a taxable year, the Fund will be subject to tax at
the regular corporate tax rate. In such an event, all distributions (including capital gains distributions and distributions derived
from interest on municipal securities) will be taxable as ordinary dividends to the extent of the Fund’s current and accumulated
earnings and profits, subject to certain limitations the dividends-received deduction for corporate shareholders and to the lower tax
rates applicable to qualified dividend income distributed to individuals. Distributions in excess of the Fund’s current and accumulated
earnings and profits would be treated first as a tax-free return of capital to the extent of the holder’s adjusted tax basis in
the shares (reducing that basis accordingly), and any remaining distributions would generally be treated as a capital gain. To requalify
for treatment as a RIC in a subsequent taxable year, the Fund would be required to satisfy the RIC qualification requirements for that
year and to distribute any earnings and profits from any year in which the Fund failed to qualify for tax treatment as a RIC. If the
Fund failed to qualify as a RIC for a period greater than two taxable years, it would generally be required to pay a Fund-level tax
on certain net built-in gains recognized with respect to certain of its assets upon a disposition of such assets within five years of
qualifying as a RIC in a subsequent year.
A RIC that fails to distribute, by the close of each calendar year, an amount at least equal to the sum of 98% of its
ordinary taxable income for such year and 98.2% of its capital gain net income for the one-year period ending October 31 in such year, plus any shortfalls from the prior year’s required distribution,
is liable for a nondeductible 4% federal excise tax on the excess of the required distribution for such calendar year over the distributed amount for such calendar year. To avoid the imposition of this excise tax, the Fund generally intends, but
makes no assurances, to make the required distributions of its ordinary taxable income, if any, and its capital gain net income.
If
preferred shares are issued, certain minimum net asset value coverage limitations on distributions made with respect to Common Shares may under certain circumstances impair the ability of the Fund to maintain its qualification for treatment as a RIC
or to pay distributions sufficient to avoid the imposition of the 4% federal excise tax.
The
Fund may retain for investment or otherwise use some (or all) of its net capital gain. If
the Fund retains any net capital gain or taxable net investment income, it will be subject
to tax at the regular corporate rate on the amount retained. If the Fund retains any net
capital gain, it may designate the retained amount as undistributed capital gains in a notice
to its shareholders who, if subject to federal income tax on long-term capital gains, (i) will
be required to include in income for federal income tax purposes, as long-term capital gain,
their share of such undistributed amount; (ii) will be deemed to have paid their proportionate
share of the tax paid by the Fund on such undistributed amount and will be entitled to credit
that amount of tax against their federal income tax liabilities, if any; and (iii) will
be entitled to claim refunds to the extent the credit exceeds such liabilities. For federal
income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased
by an amount equal to the difference between the amount of undistributed capital gains included
in the shareholder’s gross income and the tax deemed paid by the shareholder.
The
Fund intends to qualify to pay “exempt-interest” dividends, as defined in the Code, to its Common Shares by satisfying the
requirement that, at the close of each quarter of its taxable year, at least 50% of the value of its total assets consists of municipal
securities. Exempt-interest dividends are dividends or any part thereof (other than a capital gain dividend) paid by the Fund which
are attributable to interest on municipal securities and which are so reported by the Fund. Exempt-interest dividends will be exempt
from federal income tax, subject to the possible application of the federal alternative minimum tax. Insurance proceeds received by
the Fund under any insurance policies in respect of scheduled interest payments on defaulted municipal bonds, as described herein, will
generally be correspondingly excludable from federal gross income. In the case of non-appropriation by a political subdivision, however,
there can be no assurance that payments made by the issuer representing interest on municipal lease obligations will be excludable from
gross income for federal income tax purposes. Any gains of the Fund that
are attributable to market discount on municipal securities are treated as ordinary income to the extent of accrued market discount
on those securities.
A 3.8% Medicare contribution tax generally applies to all or a portion of the net investment income of a shareholder
who is an individual and not a nonresident alien for U.S. federal income tax purposes and who has adjusted gross income (subject to
certain adjustments) that exceeds a threshold amount ($250,000 if married filing jointly or if considered a “surviving spouse”
for federal income tax purposes, $125,000 if married filing separately, and $200,000 in other cases). This 3.8% tax also applies to
all or a portion of the undistributed net investment income of certain shareholders that are estates and trusts. For these purposes,
interest, dividends, and certain capital gains are generally taken into account in computing a shareholder’s net investment income,
but exempt-interest dividends are not taken into account.
A portion of the Fund’s expenditures that would otherwise be deductible
may not be allowed as deductions by reason of the Fund’s investment in municipal securities (such disallowed portion, in general,
being the same percentage of the Fund’s aggregate expenses as the percentage of the Fund’s aggregate gross income that constitutes
exempt interest income from municipal securities). A similar disallowance rule also applies to interest expense paid or incurred by
the Fund, if any. Any such disallowed deductions will offset the Fund’s gross exempt-interest income for purposes of calculating
the dividends that the Fund can report as exempt-interest dividends. Interest on indebtedness incurred or continued to purchase or carry
the Fund’s shares is not deductible to the extent the interest relates to exempt-interest dividends. Under rules used by the Internal
Revenue Service (“IRS”) for determining when borrowed funds are considered used for the purpose of purchasing or carrying
particular assets, the purchase or ownership of shares may be considered to have been made with borrowed funds even though such funds
are not directly used for the purchase or ownership of such shares.
Distributions to shareholders of net investment income received by
the Fund from taxable investments, if any, including temporary taxable investments, and of net short-term capital gains realized by
the Fund, if any, will be taxable to its shareholders as ordinary income. Distributions by the Fund of net capital gain (i.e., the excess
of net long-term capital gain over net short-term capital loss), if any, are taxable as long-term capital gain, regardless of the length
of time the shareholder has owned the shares with respect to which such distributions are made. The amount of taxable income allocable
to the Fund’s shares will depend upon the amount of such income realized by the Fund. Distributions of taxable income, if any,
in excess of the Fund’s earnings and profits will first reduce the adjusted tax basis of a shareholder’s shares and, after
that basis has been reduced to zero, will constitute capital gain to the shareholder (assuming the shares are held as capital assets).
As long as the Fund qualifies as a RIC under the Code, it is not expected that any part of its distributions to shareholders from its
investments will qualify for the dividends-received deduction available to corporate shareholders or as “qualified dividend income”
taxable to non-corporate shareholders at reduced rates.
The IRS requires the
Fund to report distributions paid with respect to its Common Shares and its Preferred Shares, including VRDP and MFP Shares, as
consisting of a portion of each type of income distributed by the Fund. The portion of each type of income deemed received by the
holders of each class of shares will be equal to the portion of total Fund dividends received by such class. Thus, the Fund will
report dividends paid as exempt-interest dividends in a manner that allocates such dividends between the holders of the Common
Shares and the Preferred Shares, including VRDP and MFP Shares, in proportion to the total dividends paid to each such class during
or with respect to the taxable year, or otherwise as required by applicable law. Capital gain dividends and ordinary income
dividends will also be allocated between the two classes under these rules.
The interest on private
activity bonds in most instances is not federally tax-exempt to a person who is a “substantial user” of a facility financed
by such bonds or a “related person” of such “substantial user.” As a result, the Fund may not be an appropriate
investment for a shareholder who is considered either a “substantial user” or a “related person” within the meaning
of the Code. In general, a “substantial user” of a facility includes a “nonexempt person who regularly
uses a part of such facility in his trade or business.” “Related persons” are in general defined to include persons
among whom there exists a relationship, either by family or business, which would result in a disallowance of losses in transactions
among them under various provisions of the Code (or if they are members of the same controlled group of corporations
under the Code), including a partnership and each of its partners (and certain members of their families), an S corporation
and each of its shareholders (and certain members of their families) and various combinations of these and other relationships. The foregoing
is not a complete description of all of the provisions of the Code covering the definitions of “substantial user”
and “related person.”
Although dividends
generally will be treated as distributed when paid, dividends declared in October, November or December, payable to shareholders of record on a specified date in one of those months and paid during the following January, will be treated as having
been distributed by the Fund (and received by the shareholders) on December 31 of the year declared. The U.S. federal income tax status of all distributions will be reported to shareholders annually.
Federal
income tax law imposes an alternative minimum tax. Interest on certain municipal securities, such as bonds issued to make loans for housing
purposes or to private entities (but not to certain tax-exempt organizations such as universities and non-profit hospitals), is included
as an item of tax preference in determining the amount of a taxpayer’s alternative minimum taxable income. To the extent that the
Fund receives income from such municipal securities, a portion of the dividends paid by the Fund, although otherwise exempt from federal
income tax, will be taxable to shareholders whose tax liabilities are determined under the federal alternative minimum tax. The Fund
will annually provide a report indicating the percentage of the Fund’s income attributable to municipal securities and the portion
thereof the interest on which is a tax preference item. Bonds issued in 2009 or 2010 generally will not be treated as private activity
bonds, and interest earned on such bonds (and Fund distributions consisting of such interest) generally will not be treated as a tax
preference item.
The Fund may invest in municipal securities that pay interest that is taxable under the federal alternative minimum tax.
If you are, or as a result of investment in the Fund would become, subject to the federal alternative minimum tax, the Fund may not be
a suitable investment for you. In addition, distributions of taxable ordinary income (including any net short-term capital gain) will
be taxable to shareholders as ordinary income (and not eligible for favorable taxation as “qualified dividend income”), and
capital gain dividends will be taxable as long-term capital gains.
Certain of the Fund’s investment practices are subject to special provisions of the Code that, among other things, may affect the
Fund’s ability to qualify as a RIC, defer the use of certain deductions or losses of the Fund, affect the holding period of securities held by the Fund, and alter the character of the gains or losses realized by the Fund. These provisions may
also require the Fund to recognize income or gain without receiving cash with which to make distributions in the amounts necessary to satisfy the requirements for maintaining RIC status and for avoiding income and excise taxes. The Fund will monitor
its transactions and may make certain tax elections in order to mitigate the effect of these rules and prevent disqualification of the Fund for treatment as a RIC.
Capital
losses in excess of capital gains (“net capital losses”) are not permitted to be deducted against a RIC’s net investment
income. Instead, for U.S. federal income tax purposes, potentially subject to certain limitations, the Fund may carry net capital losses
from any taxable year forward to offset capital gains in future years. The treatment of capital loss carryovers for the Fund is similar
to the rules that apply to capital loss carryovers of individuals, which provide that such losses are carried over indefinitely. If the
Fund has a net capital loss (that is, capital losses in excess of capital gains), the excess of the Fund’s net short-term capital
losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Fund’s next
taxable year, and the excess (if any) of the Fund’s net long-term capital losses over its net short-term capital gains is treated
as a long-term capital loss arising on the first day of the Fund’s next taxable year. The carryover of capital losses may be limited
under the general loss limitation rules if the Fund experiences an ownership change as defined in the Code. Generally, the Fund may not
carry forward any losses other than net capital losses. Under certain circumstances, the Fund may elect to treat certain losses as though
they were incurred on the first day of the taxable year immediately following the taxable year in which they were actually incurred.
As of [ ], 2023, the Fund’s tax year end, the Fund had unused capital loss carryforwards available for federal income tax
purposes to be applied against future capital gains, if any, as follows:
| | |
| |
| Not subject to expiration: | |
| |
| Short-Term | |
$ | [ ] | |
| Long-Term | |
$ | [ ] | |
| Total | |
$ | [ ] | |
The
repurchase, sale or exchange of Common Shares normally will result in capital gain or loss to holders of Common Shares who hold their
shares as capital assets. Generally a shareholder’s gain or loss will be long-term capital gain or loss if the shares have been
held for more than one year even though the increase in value in such Common Shares may be at least partly attributable to tax-exempt
interest income. Present law taxes both long-term and short-term capital gains of corporations at the rates applicable to ordinary income.
For non-corporate taxpayers, however, long-term capital gains are currently taxed at rates of up to 20%. Short-term capital gains and
other ordinary income are taxed to non-corporate taxpayers at ordinary income rates. If a shareholder sells or otherwise disposes of
Common Shares before holding them for six months, any loss on the sale or disposition will be: (1) treated as a long-term capital loss
to the extent of any amounts treated as distributions to the Common Shareholder of long-term capital gain (including any amount credited
to the shareholder as undistributed capital gain), or (2) disallowed to the extent of exempt interest dividends received by a shareholder.
Any loss realized on a sale or exchange of (or upon entering into a contract or option to repurchase) shares of the Fund will be disallowed
to the extent those shares of the Fund are replaced (including, without limitation, under the Plan) by substantially identical shares
of the Fund within a period of 61 days beginning 30 days before and ending 30 days after the date of disposition of the original shares,
or to the extent the shareholder enters into a contract or option to repurchase shares within such period. In that event, the basis
of the replacement shares of the Fund will be adjusted to reflect the disallowed loss.
The Fund
is required in certain circumstances to withhold (as “backup withholding”) a portion of dividends (including exempt-interest
dividends) and certain other payments paid to certain holders of the Fund’s shares who do not furnish to the Fund their correct
taxpayer identification numbers (in the case of individuals, their social security numbers) and certain certifications, or who are otherwise
subject to backup withholding. The backup withholding rate is 24%. Backup withholding is not an additional tax. Any amounts withheld
from payments made to a shareholder may be refunded or credited against such shareholder’s federal income tax liability, provided
the required information and forms are timely furnished to the IRS.
The Code provides that every shareholder required to file a tax return must include for information purposes on such return the amount
of tax-exempt interest received during the taxable year, including any exempt-interest dividends received from the Fund.
The description of certain federal tax provisions above relates only to U.S. federal income tax consequences for shareholders who are U.S.
persons, i.e., generally, U.S. citizens or residents or U.S. corporations, partnerships, trusts or estates, and who are subject to U.S. federal income tax and hold their shares as capital assets. Except as otherwise provided, this description
does not address the special tax rules that may be applicable to particular types of investors, such as financial institutions, insurance companies, securities dealers, other RICs, or tax-exempt or tax-deferred plans, accounts or entities. Investors that are not U.S. persons may be subject to different U.S. federal income tax treatment, including a non-resident alien
U.S. withholding tax at the rate of 30% or any lower applicable treaty rate on amounts treated as ordinary dividends from the Fund (other than certain dividends reported by the Fund as (i) interest-related dividends, to the extent such
dividends are derived from the Fund’s “qualified net-interest income,” or (ii) short-term capital gain dividends, to the extent such dividends are derived from the Fund’s
“qualified short-term gain”) or, in certain circumstances, unless an effective IRS Form W-8BEN or W-8BEN-E or other
authorized withholding certificate is on file, to backup withholding on certain other payments from the Fund. “Qualified net interest income” is the Fund’s net income derived from U.S.-source interest and original issue discount,
subject to certain exceptions and limitations. “Qualified short-term gain” generally means the excess of the net short-term capital gain of the Fund for the taxable year over its net long-term capital loss, if any. Backup withholding will
not be applied to payments that have been subject to the 30% (or lower applicable treaty rate) withholding tax on shareholders who are neither citizens nor residents of the United States.
Unless certain non-U.S. entities that hold Fund shares comply with IRS requirements that will
generally require them to report information regarding U.S. persons investing in, or holding accounts with, such entities, a 30% withholding tax may apply to certain Fund distributions payable to such entities. A
non-U.S. shareholder may be exempt from the withholding described in this paragraph under an applicable intergovernmental agreement between the U.S. and a foreign government, provided that the shareholder and
the applicable foreign government comply with the terms of such agreement.
The
foregoing is a general summary of certain provisions of the Code and regulations thereunder
presently in effect as they directly govern the federal income taxation of the Fund and its
shareholders. These provisions are subject to change by legislative or administrative action,
and any such change may be retroactive. Moreover, the foregoing does not address many of the factors that may be determinative of whether an investor will be liable for the alternative minimum tax. Shareholders are advised to consult their own tax
advisors for more detailed information concerning the federal, foreign, state and local tax
consequences of purchasing, holding and disposing of Fund shares.
California Tax Matters.
The Fund’s regular monthly dividends will not be subject to California personal income tax to the extent they are paid out
of income earned on obligations that, when held by individuals, pay interest that is exempt from taxation by California under California
law (e.g., obligations of California and its political subdivisions) or federal law, so long as at the close of each quarter of
the Fund’s taxable year at least 50% of the value of the Fund’s total assets consists of such obligations and the Fund designates
such tax-exempt distributions pursuant to certain written notice requirements to its shareholders. The portion of the Fund’s monthly
dividends that is attributable to income other than as described in the preceding sentence will be subject to the California income tax.
The Fund expects to earn no or only a minimal amount of such non-exempt income. If you are an individual California resident, you will
be subject to California personal income tax to the extent the Fund distributes any realized capital gains, or if you sell or exchange
shares and realize a capital gain on the transaction.
Other State and Local
Tax Matters. While exempt-interest dividends are exempt from regular federal and California income taxes, they may not be exempt
from other state or local income or other taxes. Some states exempt from state income tax that portion of any exempt-interest dividend
that is derived from interest a RIC receives on its holdings of securities of that state and its political subdivisions and instrumentalities.
Therefore, the Fund will report annually to its shareholders the percentage of interest income the Fund earned during the preceding year
on tax-exempt obligations and the Fund will indicate, on a state-by-state basis, the source of this income. Shareholders are advised
to consult with their own tax advisors for more detailed information concerning California tax matters or the tax laws of their state
and locality of residence.]
FINANCIAL STATEMENTS
The audited financial
statements, financial highlights and notes thereto and the independent registered public accounting firm’s report thereon
appearing in the Fund’s Annual
Report for the fiscal year ended February 29, 2024 are incorporated herein by reference in this SAI. The information incorporated
by reference is considered to be part of this SAI, and later information that the Fund files with the SEC will automatically update
and supersede this information. The information contained in, or that can be accessed through, the Fund’s website is not
part of this SAI.
Incorporated materials not delivered with the SAI may be obtained, without charge, by calling
(800) 257-8787, by writing to the Fund at 333 West Wacker Drive, Chicago, Illinois 60606, or from the Fund’s website (http://www.nuveen.com).
CUSTODIAN AND TRANSFER AGENT
The custodian of the assets of the Fund is State Street Bank and Trust Company, One Congress Street, Suite 1, Boston, Massachusetts 02114-2016
(the “Custodian”). The Custodian performs custodial, fund accounting and portfolio accounting services. The Fund’s transfer, shareholder services and dividend paying agent is Computershare Inc. and Computershare Trust Company, N.A.,
located at 150 Royall Street, Canton, Massachusetts 02021.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
[__], an independent registered public accounting firm, provides auditing services to the Fund. The principal business address
of [__].
LEGAL
MATTERS
Certain
legal matters in connection with the offering will be passed upon for the Fund by Stradley Ronon Stevens & Young,
LLP, located at 2005 Market Street, Suite 2600, Philadelphia, Pennsylvania. Stradley Ronon Stevens & Young, LLP
may rely as to certain matters of Massachusetts law on the opinion of [__].
ADDITIONAL INFORMATION
A Registration Statement on Form N-2, including amendments thereto, relating to the shares of the Fund
offered hereby, has been filed by the Fund with the SEC, Washington, DC. The Prospectus and this SAI do not contain all of the information set forth in the Registration Statement, including any exhibits and schedules thereto. For further information
with respect to the Fund and the shares offered hereby, reference is made to the Registration Statement. Statements contained in the Prospectus and this SAI as to the contents of any contract or other document referred to are not necessarily
complete and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. Copies of the Registration
Statement may be inspected without charge at the SEC’s principal office in Washington, DC, and copies of all or any part thereof may be obtained from the SEC upon the payment of certain fees prescribed by the SEC.
APPENDIX A
Ratings of Investments
S&P Global Ratings—A brief description of the applicable S&P Global Ratings, a Division of S&P Global Inc.
(“S&P”), rating symbols and their meanings (as published by S&P) follows:
A S&P issue credit rating is a current
opinion of the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs).
It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion evaluates the obligor’s
capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default. The issue credit rating is not a
recommendation to purchase, sell, or hold a financial obligation, inasmuch as it does not comment as to market price or suitability for a particular investor.
Issue credit ratings are based on current information furnished by the obligors or obtained by S&P from other sources it considers
reliable. S&P does not perform an audit in connection with any credit rating and may, on occasion, rely on unaudited financial information. Credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of,
such information, or based on other circumstances.
Issue credit ratings can be either long term or short term. Short-term ratings are
generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days—including commercial paper. Short-term ratings are also
used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term
notes are assigned long-term ratings.
LONG-TERM ISSUE CREDIT RATINGS
Issue credit ratings are based, in varying degrees, on the following considerations:
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Likelihood of payment—capacity and willingness of the obligor to meet its financial commitment on an
obligation in accordance with the terms of the obligation; |
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● |
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Nature of and provisions of the obligation; |
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● |
|
Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or
other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights. |
Issue ratings are an
assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as
noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
AAA
An obligation rated
‘AAA’ has the highest rating assigned by S&P Global Ratings. The obligor’s capacity to meet its financial commitments on the obligation is extremely strong.
AA
An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its
financial commitments on the obligation is very strong.
A
An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitments on the obligation is still strong.
BBB
An obligation rated
‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitments on the obligation.
BB, B, CCC, CC, and C
Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant
speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties
or major exposures to adverse conditions.
BB
An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitments on the obligation.
B
An obligation rated
‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely
impair the obligor’s capacity or willingness to meet its financial commitments on the obligation.
CCC
An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic
conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation.
CC
An obligation rated
‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default.
C
An obligation rated
‘C’ is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with obligations that are rated higher.
D
An obligation
rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating
category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that
such payments will be made within the next five business days in the absence of a stated grace period or within the earlier
of the stated grace period or the next 30 calendar days. The D rating also will be used upon the filing of a bankruptcy
petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to
automatic stay provisions. A rating on an obligation is lowered to ‘D’ if its subject to a distressed debt
restructuring.
Plus (+) or minus (-)
The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing
within the major rating categories.
NR
This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not
rate a particular obligation as a matter of policy.
Short-Term Issue Credit Ratings
A-1
A short-term obligation rated ‘A-1’ is rated in the highest category by S&P Global
Ratings. The obligor’s capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial
commitments on these obligations is extremely strong.
A-2
A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitments on the obligation is satisfactory.
A-3
A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse
economic conditions or changing circumstances are more likely to weaken an obligor’s capacity to meet its financial commitments on the obligation.
B
A short-term obligation rated
‘B’ is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties that could lead to the obligor’s
inadequate capacity to meet its financial commitments.
C
A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and
economic conditions for the obligor to meet its financial commitments on the obligation.
D
A short-term obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the
‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within any stated grace period. However, any stated grace period longer than
five business days will be treated as five business days. The ‘D’ rating also will
be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A
rating on an obligation is lowered to ‘D’ if it is subject to a distressed debt restructuring.
Dual Ratings
S&P assigns
“dual” ratings may be assigned to debt issues that have a put option or demand feature. The first component of the rating addresses the likelihood of repayment of principal and interest as due, and the
second component of the rating addresses only the demand feature. The first component of the rating can relate to either a
short-term or long-term transaction and accordingly use either short-term or long-term rating symbols. The second component
of the rating relates to the put option and is assigned a short-term rating symbol (for example, ‘AAA/A-1+’
or ‘A-1+/A-1’). With U.S. municipal short-term demand debt, the U.S. municipal short-term note rating symbols are
used for the first component of the rating (for example, ‘SP-1+/A-1+’).
Moody’s Investors Service, Inc.—A brief description of the applicable Moody’s Investors Service, Inc.
(“Moody’s”) rating symbols and their meanings (as published by Moody’s) follows:
Municipal Bonds
Aaa
Obligations rated
‘Aaa’ are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A
Obligations rated A are
considered upper-medium grade and are subject to low credit risk.
Baa
Obligations rated Baa are subject to moderate credit risk. They are considered medium grade and as such may possess certain speculative
characteristics.
Ba
Obligations rated Ba
are judged to be speculative and are subject to substantial credit risk.
B
Obligations rated B are
considered speculative and are subject to high credit risk.
Caa
Obligations
rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca
Obligations rated Ca are
highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C
Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or
interest.
Note: Moody’s appends numerical modifiers 1,2 and 3 in each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
Short-Term Loans
MIG 1
This designation denotes
superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
MIG 2
This designation denotes
strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
MIG 3
This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is
likely to be less well-established.
SG
This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
VMIG 1
This designation denotes
superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections.
VMIG 2
This designation denotes
strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections.
VMIG 3
This designation denotes
acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections.
SG
This designation denotes
speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have a sufficiently strong short-term rating or may lack the structural or legal protections.
Commercial Paper
Issuers (or supporting
institutions) rated Prime-1 have a superior ability for repayment of senior short-term debt obligations.
Issuers (or supporting institutions) rated Prime-2 have a strong ability for repayment of senior
short-term debt obligations.
Issuers (or supporting institutions) rated Prime-3 have an
acceptable ability for repayment of senior short-term debt obligations.
Issuers (or supporting institutions) rated Not Prime do not fall
within any of the Prime rating categories.
Fitch Ratings—A brief description of the applicable Fitch Ratings (“Fitch”)
ratings symbols and meanings (as published by Fitch) follows:
Long-Term Credit Ratings
Investment Grade
AAA
Highest credit quality. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally
strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA
Very high credit quality.
‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A
High credit quality.
‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is
the case for higher ratings.
BBB
Good credit quality. ‘BBB’ ratings indicate that expectations of default risk are currently low. The capacity for payment of
financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
Speculative Grade
BB
Speculative.
‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists that supports the servicing of
financial commitments.
B
Highly speculative. ‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial
commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.
CCC, CC, C
High default risk.
Default is a real possibility. Substantial credit risk. Very low margin for safety. A ‘CC rating indicates that default of some kind appears probable. ‘C’ ratings signal a default or default-like process has begun, or for a closed
funding vehicle, payment capacity is irrevocably impaired.
RD and D
Restricted default. ‘RD’ ratings indicate an issuer that in Fitch’s opinion has experienced an uncured payment default or
distressed debt exchange on a bond, loan or other material financial obligation, but has not entered into bankruptcy filings, administration, receivership, liquidation, or other formal winding-up procedure, and has not otherwise ceased operating.
‘D’ ratings indicate an issuer that in Fitch’s opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure or that has otherwise ceased business and debt is still
outstanding.
Short-Term Credit Ratings
The following ratings scale applies to foreign currency and local currency ratings. A Short-term rating has a time horizon of less than 13
months for most obligations, or up to three years for US public finance, in line with industry standards, to reflect unique risk characteristics of bond, tax, and revenue anticipation notes that are commonly issued with terms up to three years.
Short-term ratings thus place greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.
Fl
Highest
short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have
an added “+” to denote any exceptionally strong credit feature.
F2
Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.
F3
Fair short-term credit
quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B
Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and
economic conditions.
C
High short-term default risk. Default is a real possibility.
RD
Restricted Default.
Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.
D
Default. Indicates a
broad-based default event for an entity, or the default of a short-term obligation.
Notes to Long-term and Short-term ratings:
“+” or “-” may be appended to a rating to denote relative status within major rating categories. Such suffixes are not
added to the ‘AAA’ Long-term rating category, to categories below ‘CCC, or to Short-term ratings other than ‘FT.
‘NR’ indicates that Fitch Ratings does not rate the issuer or issue in question.
‘Withdrawn’: The rating has been withdrawn and the issue or issuer is no longer rated by Fitch. When a public rating is withdrawn,
Fitch will issue a RAC that details the current rating and Outlook or Watch status (if applicable), a statement that the rating is withdrawn and the reason for the withdrawal. A RAC is not required when an issue has been redeemed, matured, repaid or
paid in full. Withdrawals cannot be used to forestall a rating action. Every effort is therefore made to ensure that the rating opinion upon withdrawal reflects an updated view. However, this is not always possible, for example if a rating is
withdrawn due to a lack of information. Rating Watches are also resolved prior to or concurrent with withdrawal unless the timing of the event driving the Rating Watch does not support an immediate resolution. Ratings that have been withdrawn will
be indicated by the symbol ‘WD’.
Rating Watch: Ratings are placed on Rating Watch to notify investors that there is a reasonable
probability of a rating change and the likely direction of such change. These are designated as “Positive”, indicating a potential upgrade, “Negative”, for a potential downgrade, or “Evolving”, if ratings may be raised,
lowered or maintained. Rating Watch is typically resolved over a relatively short period.
A Rating Outlook indicates the direction a
rating is likely to move over a one to two year period. Outlooks may be positive, stable, or negative. A positive or negative Rating Outlook does not imply a rating change is inevitable. Similarly, ratings for which outlooks are ‘stable’
could be downgraded before an outlook moves to positive or negative if circumstances warrant such an action. Occasionally, Fitch Ratings may be unable to identify the fundamental trend. In these cases, the Rating Outlook may be described as
evolving.
APPENDIX B
Nuveen Proxy Voting Policies
Nuveen proxy voting guidelines
Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC
Applicability
These Guidelines apply to
employees of Nuveen acting on behalf of Nuveen Asset Management, LLC (“NAM”), Teachers Advisors, LLC (“TAL”) and TIAA-CREF Investment Management, LLC (“TCIM”) (each an “Adviser” and collectively referred to as
the “Advisers”)
I. Introduction
Our voting practices are guided by our obligations to our clients.
These Guidelines set forth the manner in which the Advisers intend to vote on proxy matters involving publicly traded portfolio companies
held in client portfolios, and serve to assist clients, portfolio companies and other interested parties in understanding how the Advisers intend to vote on proxy-related issues. As indicated in these Guidelines, we monitor portfolio companies’
environmental, social and governance (ESG) practices in an effort to ensure that boards consider these factors in the context of their strategic deliberations. The Guidelines are not exhaustive and do not necessarily dictate how the Advisers will
ultimately vote with respect to any proposal or resolution.
We vote proxies in accordance with what we believe is in the best interest of
our clients. In making those decisions, we are principally guided by advancing long-term shareholder value and may take into account many factors, including input from our investment teams and third-party research. Among other factors, we consider
specific company context, including ESG practices and financial performance. It is our belief that a one-size-fits-all approach
to proxy voting is not appropriate.
Our proxy voting decisions with respect to shareholder resolutions may be influenced by several
additional factors: (i) whether the shareholder resolution process is the appropriate means of addressing the issue; (ii) whether the resolution promotes economic performance and shareholder value; (iii) whether the resolution
promotes ESG best practices; and (iv) whether the information and actions recommended by the resolution are reasonable and practical.
The Guidelines are implemented by Nuveen’s Responsible Investing Team (RI Team) and applied in consideration of the facts and
circumstances of the particular resolution. The RI Team relies on its professional judgment informed by proprietary research and reports provided by a various third-party research providers. The portfolio managers of the Advisers maintain the
ultimate decision-making authority with respect to how proxies will be voted, and may determine to vote contrary to the Guidelines if such portfolio manager determines it is in the best interest of the respective Adviser’s clients to do so. The
rationale for votes submitted contrary to the Guidelines will be documented and maintained.
II. Accountability and transparency
Board of directors
Elect
directors
General Policy: We generally vote in favor of the board’s nominees but will consider withholding or voting against
some or all directors in the following circumstances:
When we conclude that the actions of directors are unlawful,
unethical, negligent, or do not meet fiduciary standards of care and loyalty, or are otherwise not in the best interest of shareholders. Such actions would include:
Egregious compensation practices
Lack of responsiveness to a failed vote
Unequal treatment of shareholders
Adoption of inappropriate antitakeover devices
When a director has consistently failed to attend board and committee meetings without an appropriate rationale
being provided
Independence
When board independence is not in line with local market regulations or best practices
When a member of executive management sits on a key board committee that should be composed of only independent directors
When directors have failed to disclose, resolve or eliminate conflicts of interest that affect their decisions
Board refreshment
When there is insufficient diversity on the board and the company has not demonstrated its commitment to adding diverse
candidates
When we determine that director tenure is excessive and there has been no recent board refreshment
Contested elections
General
Policy: We will support the candidates we believe will represent the best interests of shareholders.
Majority vote for the election
of directors
General Policy: We generally support shareholder resolutions asking that companies amend their governance documents to
provide for director election by majority vote.
Establish specific board committees
General Policy: We generally vote against shareholder resolutions asking the company to establish specific board committees unless we
believe specific circumstances dictate otherwise.
Annual election of directors
General Policy: We generally support shareholder resolutions asking that each member of the board of a publicly traded operating company
stand for re-election annually.
Cumulative voting
General Policy: We generally do not support proposals asking that shareholders be allowed to cumulate votes in director elections, as
this practice may encourage the election of special interest directors.
Separation of Chairman and Chief Executive Officer
General Policy: We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we
believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by- case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance
suggest a material deficiency in independent influence into the company’s strategy and oversight.
Shareholder rights
Proxy access
General
Policy: We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we
will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management
responsiveness to material shareholder concerns.
Ratification of auditor
General Policy: We will generally support the board’s choice of auditor and believe that the auditor should be elected annually.
However, we will consider voting against the ratification of an audit firm where non-audit fees are excessive, where the firm has been involved in conflict of interest or fraudulent activities in connection
with the company’s audit, where there has been a material restatement of financials or where the auditor’s independence is questionable.
Supermajority vote requirements
General Policy: We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements.
Dual-class common stock and unequal voting rights
General Policy: We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other
forms of equity with unequal voting rights or special privileges.
Right to call a special meeting
General Policy: We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a
25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.
Right to act by written consent
General Policy: We will consider on a case-by-case basis
shareholder resolutions requesting the right to act by written consent.
Antitakeover devices (poison pills)
General Policy: We will consider on a case-by-case basis
proposals relating to the adoption or rescission of antitakeover devices with attention to the following criteria:
Whether the company has
demonstrated a need for antitakeover protection
Whether the provisions of the device are in line with generally accepted governance
principles
Whether the company has submitted the device for shareholder approval
Whether the proposal arises in the context of a takeover bid or contest for control
We will generally support shareholder resolutions asking to rescind or put to a shareholder vote antitakeover devices that were adopted without
shareholder approval.
Reincorporation
General Policy: We will evaluate on a case-by-case basis
proposals for reincorporation taking into account the intention of the proposal, established laws of the new domicile and jurisprudence of the target domicile. We will not support the proposal if we believe the intention is to take advantage of laws
or judicial interpretations that provide antitakeover protection or otherwise reduce shareholder rights.
Corporate political influence
General Policies:
We
will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.
We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable
contributions and other philanthropic activities.
We may consider not supporting shareholder resolutions that appear to promote a
political agenda that is contrary to the long-term health of the corporation.
We will evaluate on a
case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.
Closed-end funds
We recognize that many exchange-listed closed-end funds (“CEFs”) have adopted particular
corporate governance practices that deviate from certain policies set forth in the Guidelines. We believe that the distinctive structure of CEFs can provide important benefits to investors, but leaves CEFs uniquely vulnerable to opportunistic
traders seeking short-term gains at the expense of long-term shareholders. Thus, to protect the interests of their long-term shareholders, many CEFs have adopted measures to defend against attacks from short-term oriented activist investors. As
such, in light of the unique nature of CEFs and their differences in corporate governance practices from operating companies, we will consider on a case-by-case basis
proposals involving the adoption of defensive measures by CEFs. This is consistent with our approach to proxy voting that recognizes the importance of case-by-case
analysis to ensure alignment with investment team views, and voting in accordance with the best interest of our shareholders.
Compensation issues
Advisory
votes on executive compensation (say on pay)
General Policy: We will consider on a case-by-case basis the advisory vote on executive compensation (say on pay). We expect well-designed plans that clearly demonstrate the alignment between pay and performance, and we encourage companies to be
responsive to low levels of support by engaging with shareholders. We also prefer that companies offer an annual non-binding vote on executive compensation. In absence of an annual vote, companies should
clearly articulate the rationale behind offering the vote less frequently.
We generally note the following red flags when evaluating
executive compensation plans:
Undisclosed or Inadequate Performance Metrics: We believe that performance goals for compensation
plans should be disclosed meaningfully. Performance hurdles should not be too easily attainable. Disclosure of these metrics should enable shareholders to assess whether the plan will drive long-term value creation.
Excessive Equity Grants: We will examine a company’s past grants to determine the rate at which shares are being issued. We will
also seek to ensure that equity is being offered to more than just the top executives at the company. A pattern of excessive grants can indicate failure by the board to properly monitor executive compensation and its costs.
Lack of Minimum Vesting Requirements: We believe that companies should establish minimum vesting guidelines for senior executives who
receive stock grants. Vesting requirements help influence executives to focus on maximizing the company’s long-term performance rather than managing for short-term gain.
Misalignment of Interests: We support equity ownership requirements for senior executives and directors to align their interests with
those of shareholders.
Special Award Grants: We will generally not support mega-grants. A company’s history of such excessive
grant practices may prompt us to vote against the stock plans and the directors who approve them. Mega-grants include equity grants that are excessive in relation to other forms of compensation or to the compensation of other employees and grants
that transfer disproportionate value to senior executives without relation to their performance. We also expect companies to provide a rationale for any other one-time awards such as a guaranteed bonus or a
retention award.
Excess Discretion: We will generally not support plans where significant terms of awards—such as coverage,
option price, or type of awards—are unspecified, or where the board has too much discretion to override minimum vesting or performance requirements.
Lack of Clawback Policy: We believe companies should establish clawback policies that permit recoupment from any senior executive who
received compensation as a result of defective financial reporting, or whose behavior caused financial harm to shareholders or reputational risk to the company.
Equity-based compensation plans
General Policy: We will review equity-based compensation plans on a
case-by-case basis, giving closer scrutiny to companies where plans include features that are not performance-based or where potential dilution or burn rate total is
excessive. As a practical matter, we recognize that more dilutive broad-based plans may be appropriate for human-capital intensive industries and for small- or mid-capitalization firms and start-up companies.
We generally note the following red flags when evaluating equity incentive plans:
Evergreen Features: We will generally not support option plans that contain evergreen features, which reserve a specified
percentage of outstanding shares for award each year and lack a termination date.
Reload Options: We will generally not support
reload options that are automatically replaced at market price following exercise of initial grants.
Repricing Options: We will
generally not support plans that authorize repricing. However, we will consider on a case-by-case basis management proposals seeking shareholder approval to reprice
options. We are likely to vote in favor of repricing in cases where the company excludes named executive officers and board members and ties the repricing to a significant reduction in the number of options.
Undisclosed or Inappropriate Option Pricing: We will generally not support plans that fail to specify exercise prices or that establish
exercise prices below fair market value on the date of grant.
Golden parachutes
General Policy: We will vote on a case-by-case basis on
golden parachute proposals, taking into account the structure of the agreement and the circumstances of the situation. However, we would prefer to see a double trigger on all
change-of-control agreements and no excise tax gross-up.
Shareholder resolutions on executive compensation
General Policy: We will consider on a case-by-case basis
shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
III.
Guidelines for ESG shareholder resolutions
We generally support shareholder resolutions seeking reasonable disclosure of the environmental
or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these
issues to mitigate risk and advance long-term shareholder value.
Environmental issues
Global climate change
General
Policy: We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the
company’s long-term impact on the global climate.
Use of natural resources
General Policy: We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s
use of natural resources, the impact on its business of declining resources and its plans to improve the efficiency of its use of natural resources.
Impact on ecosystems
General
Policy: We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from
its operations or activities.
Animal welfare
General Policy: We will generally support reasonable shareholder resolutions asking for reports on the company’s impact on animal
welfare.
Issues related to customers
Product responsibility
General Policy: We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and
impact of a company’s goods and services on the customers and communities it serves.
Predatory lending
General Policy: We will generally support reasonable shareholder resolutions asking companies for disclosure about the impact of lending
activities on borrowers and about policies designed to prevent predatory lending practices.
Issues related to employees and suppliers
Diversity and nondiscrimination
General Policies:
We will
generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s nondiscrimination policies and practices, or seeking to implement such policies, including equal employment opportunity standards.
We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board
diversity, and gender pay equity policies and practices.
Global labor standards
General Policy: We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and
enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards.
Issues
related to communities
Corporate response to global health risks
General Policy: We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant
public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth.
Global human rights codes of conduct
General Policy: We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards
and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.
Disclosures
Nuveen Asset Management, LLC, Teachers Advisors, LLC, and TIAA-CREF Investment Management, LLC are SEC registered investment advisers and subsidiaries of
Nuveen, LLC
Nuveen proxy voting policy
Nuveen Asset
Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC
Applicability
This Policy applies to Nuveen employees acting on behalf of Nuveen Asset Management, LLC, Teachers Advisors, LLC, and TIAA-CREF Investment
Management, LLC
Policy purpose and statement
Proxy voting is the primary means by which shareholders may influence a publicly traded company’s governance and operations and thus
create the potential for value and positive long-term investment performance. When an SEC registered investment adviser has proxy voting authority, the adviser has a fiduciary duty to vote proxies in the best interests of its clients and must not
subrogate its clients’ interests to its own. In their capacity as fiduciaries and investment advisers, Nuveen Asset Management, LLC (“NAM”), Teachers Advisors, LLC (“TAL”) and TIAA-CREF Investment Management, LLC
(“TCIM”), (each an “Adviser” and collectively, the “Advisers”), vote proxies for the Portfolio Companies held by their respective clients, including investment companies and other pooled investment vehicles,
institutional and retail separate accounts, and other clients as applicable. The Advisers have adopted this Policy, the Nuveen Proxy Voting Guidelines, and the Nuveen Proxy Voting Conflicts of Interest Policy for voting the proxies of the Portfolio
Companies they manage. The Advisers leverage the expertise and services of an internal group referred to as the Responsible Investing Team (RI Team) to administer the Advisers’ proxy voting. The RI Team adheres to the Advisers’ Proxy
Voting Guidelines which are reasonably designed to ensure that the Advisers vote client securities in the best interests of the Advisers’ clients.
Policy statement
Proxy voting is a key
component of a Portfolio Company’s corporate governance program and is the primary method for exercising shareholder rights and influencing the Portfolio Company’s behavior. Nuveen makes informed voting decisions in compliance with Rule 206(4)-6 (the “Rule”) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and applicable laws and regulations, (e.g., the Employee Retirement Income Security Act of 1974,
“ERISA”).
Enforcement
As
provided in the TIAA Code of Business Conduct, all employees are expected to comply with applicable laws and regulations, as well as the relevant policies, procedures and compliance manuals that apply to Nuveen’s business activities. Violation
of this Policy may result in disciplinary action up to and including termination of employment.
Terms and definitions
Advisory Personnel includes the Adviser’s portfolio managers and/or research analysts.
Proxy Voting Guidelines (the “Guidelines”) are a set of pre-determined
principles setting forth the manner in which the Advisers intend to vote on specific voting categories, and serve to assist clients, Portfolio Companies, and other interested parties in understanding how the Advisers intend to vote on proxy-related
matters. The Guidelines are not exhaustive and do not necessarily dictate how the Advisers will ultimately vote with respect to any proposal or resolution.
Portfolio Company includes any publicly traded company held in an account that is managed by an Adviser.
Policy requirements
Investment advisers, in
accordance with the Rule, are required to (i) adopt and implement written policies and procedures that are reasonably designed to ensure that proxies are voted in the best interest of clients, and address resolution of material conflicts that
may arise, (ii) describe their proxy voting procedures to their clients and provide copies on request, and (iii) disclose to clients how they may obtain information on how the Advisers voted their proxies.
The Nuveen Proxy Voting Committee (the “Committee”), the Advisers, the RI Team and Nuveen Compliance are subject to the respective
requirements outlined below under Roles and Responsibilities.
Although it is the general policy to vote all applicable proxies received in
a timely fashion with respect to securities selected by an Adviser for current clients, the Adviser may refrain from voting in certain circumstances where such voting would be disadvantageous, materially burdensome or impractical, or otherwise
inconsistent with the overall best interest of clients.
Roles and responsibilities
Nuveen Proxy Voting Committee
The purpose of the Committee is to establish a governance framework to oversee the proxy voting activities of the Advisers in accordance with
the Policy. The Committee has delegated responsibility for the implementation and ongoing administration of the Policy to the RI Team, subject to the Committee’s ultimate oversight and responsibility as outlined in the Committee’s Proxy
Voting Charter.
Advisers
| 1. |
Advisory Personnel maintain the ultimate decision-making authority with respect to how proxies will be voted,
unless otherwise instructed by a client, and may determine to vote contrary to the Guidelines and/or a vote recommendation of the RI Team if such Advisory Personnel determines it is in the best interest of the Adviser’s clients to do so. The
rationale for all such contrary vote determinations will be documented and maintained. |
| 2. |
When voting proxies for different groups of client accounts, Advisory Personnel may vote proxies held by the
respective client accounts differently depending on the facts and circumstances specific to such client accounts. The rationale for all such vote determinations will be documented and maintained. |
| 3. |
Advisory Personnel must comply with the Nuveen Proxy Voting Conflicts of Interest Policy with respect to
potential material conflicts of interest. |
Responsible Investing Team
| 1. |
Performs day-to-day
administration of the Advisers’ proxy voting processes. |
| 2. |
Seeks to vote proxies in adherence to the Guidelines, which have been constructed in a manner intended to align
with the best interests of clients. In applying the Guidelines, the RI Team, on behalf of the Advisers, takes into account many factors, including, but not limited to: |
Input from Advisory Personnel
Third party research
Specific
Portfolio Company context, including environmental, social and governance practices, and financial performance.
| 3. |
Delivers copies of the Advisers’ Policy to clients and prospective clients upon request in a timely
manner, as appropriate. |
| 4. |
Assists with the disclosure of proxy votes as applicable on corporate website(s) and elsewhere as required by
applicable regulations. |
| 5. |
Prepares reports of proxies voted on behalf of the Advisers’ investment company clients to their Boards or
committees thereof, as applicable. |
| 6. |
Performs an annual vote reconciliation for review by the Committee. |
| 7. |
Arranges the annual service provider due diligence, including a review of the service provider’s potential
conflicts of interests, and presents the results to the Committee. |
| 8. |
Facilitates quarterly Committee meetings, including agenda and meeting minute preparation.
|
| 9. |
Complies with the Nuveen Proxy Voting Conflicts of Interest Policy with respect to potential material conflicts
of interest. |
| 10. |
Creates and retains certain records in accordance with Nuveen’s Record Management program.
|
| 11. |
Ensures proxy voting service provider makes and retains certain records as required under applicable
regulation. |
| 12. |
Assesses, in cooperation with Advisory Personnel, whether securities on loan should be recalled in order to
vote their proxies.
|
Nuveen Compliance
| 1. |
Ensures proper disclosure of Advisers’ Policy to clients as required by regulation or otherwise.
|
| 2. |
Ensures proper disclosure to clients of how they may obtain information on how the Advisers voted their
proxies. |
| 3. |
Assists the RI Team with arranging the annual service provider due diligence and presenting the results to the
Committee. |
| 4. |
Monitors for compliance with this Policy and retains records relating to its monitoring activities pursuant to
Nuveen’s Records Management program. |
Governance
Review and approval
This Policy
will be reviewed at least annually and will be updated sooner if substantive changes are necessary. The Policy Leader, the Committee and the NEFI Compliance Committee are responsible for the review and approval of this Policy.
Implementation
Nuveen has
established the Committee to provide centralized management and oversight of the proxy voting process administered by the RI Team for the Advisers in accordance with its Proxy Voting Committee Charter and this Policy.
Exceptions
Any request for a
proposed exception or variation to this Policy will be submitted to the Committee for approval and reported to the appropriate governance committee(s), where appropriate.
Related documents
Nuveen Proxy Voting Committee
Charter
Nuveen Policy Statement on Responsible Investing
Nuveen Proxy Voting Guidelines
Nuveen Proxy Voting Conflicts of Interest Policy and Procedures
Nuveen proxy voting conflicts of interest policy and procedures
Applicability
This Policy applies to employees
of Nuveen (“Nuveen”) acting on behalf of Nuveen Asset Management, LLC (“NAM”), Teachers Advisors, LLC (“TAL”) and TIAA-CREF Investment Management, LLC (“TCIM”), (each an “Adviser” and collectively
referred to as the “Advisers”)
Policy purpose and statement
Proxy voting by investment advisers is subject to U.S. Securities and Exchange Commission (“SEC”) rules and regulations, and for
accounts subject to ERISA, U.S. Department of Labor (“DOL”) requirements. These rules and regulations require policies and procedures reasonably designed to ensure proxies are voted in the best interest of clients and that such procedures
set forth how the adviser addresses material conflicts that may arise between the Adviser’s interests and those of its clients. The purpose of this Proxy Voting Conflicts of Interest Policy and Procedures (“Policy”) is to describe how
the Advisers monitor and address the risks associated with Material Conflicts of Interest arising out of business and personal relationships that could affect proxy voting decisions.
Nuveen’s Responsible Investing Team (“RI Team”) is responsible for providing vote recommendations, based on the Nuveen Proxy
Voting Guidelines (the “Guidelines”), to the Advisers and for administering the voting of proxies on behalf of the Advisers. When determining how to vote proxies, the RI Team adheres to the
Guidelines which are reasonably designed to ensure that the Advisers vote proxies in the best interests of the Advisers’ clients.
Advisers may face certain potential Material Conflicts of Interest when voting proxies. The procedures set forth below have been reasonably
designed to identify, monitor, and address potential Material Conflicts of Interest to ensure that the Advisers’ voting decisions are based on the best interest of their clients and are not the product of a conflict.
Policy statement
The Advisers have a fiduciary
duty to vote proxies in the best interests of their clients and must not subrogate the interests of their clients to their own.
Enforcement
As provided in the TIAA Code of Business Conduct, all employees are expected to comply with applicable laws and regulations, as well as the
relevant policies, procedures and compliance manuals that apply to Nuveen’s business activities. Violation of this Policy may result in disciplinary action up to and including termination of employment.
Terms and definitions
Advisory Personnel
includes the Advisers’ portfolio managers and research analysts.
Conflicts Watch List (“Watch List”) refers to a
list maintained by the RI Team based on the following:
| 1. |
The positions and relationships of the following categories of individuals are evaluated to assist in
identifying a potential Material Conflict with a Portfolio Company: |
| |
ii. |
Nuveen Executive Leadership Team |
| |
iii. |
RI Team members who provide proxy voting recommendations on behalf of the Advisers, |
| |
iv. |
Advisory Personnel, and |
| |
v. |
Household Members of the parties listed above in Nos. 1(i)–1(iv) |
The following criteria constitutes a potential Material Conflict:
| |
● |
|
Any individual identified above in 1(i)–1(v) who serves on a Portfolio Company’s board of directors;
and/or |
| |
● |
|
Any individual identified above in 1(v) who serves as a senior executive of a Portfolio Company.
|
| 2. |
In addition, the following circumstances have been determined to constitute a potential Material Conflict:
|
| |
i. |
Voting proxies for Funds sponsored by a Nuveen Affiliated Entity (i.e., registered investment funds and other
funds that require proxy voting) held in client accounts, |
| |
ii. |
Voting proxies for Portfolio Companies that are direct advisory clients of the Advisers and/or the Nuveen
Affiliated Entities, |
| |
iii. |
Voting proxies for Portfolio Companies that have a material distribution relationship* with regard to the
products or strategies of the Advisers and/or the Nuveen Affiliated Entities, |
| |
iv. |
Voting proxies for Portfolio Companies that are institutional investment consultants with which the Advisers
and/or the Nuveen Affiliated Entities have engaged for any material business opportunity* and |
| |
v. |
Any other circumstance where the RI Team, the Nuveen Proxy Voting Committee (the “Committee”), the
Advisers, Nuveen Legal or Nuveen Compliance are aware of in which the Adviser’s duty to serve its clients’ interests could be materially compromised.
|
In addition, certain conflicts may arise when a Proxy Service Provider or their affiliate(s), have determined
and/or disclosed that a relationship exists with i) a Portfolio Company ii) an entity acting as a primary shareholder proponent with respect to a Portfolio Company or iii) another party. Such relationships include, but are not limited to, the
products and services provided to, and the revenue obtained from, such Portfolio Company or its affiliates. The Proxy Service Provider is required to disclose such relationships to the Advisers, and the RI Team reviews and evaluates the Proxy
Service Provider’s disclosed conflicts of interest and associated controls annually and reports its assessment to the Committee.
Household Member includes any of the following who reside or are expected to reside in your household for at least 90 days a year:
i) spouse or Domestic Partner, ii) sibling, iii) child, stepchild, grandchild, parents, grandparent, stepparent, and in-laws (mother, father, son, daughter, brother, sister).
Domestic Partner is defined as an individual who is neither a relative of, or legally married to, a Nuveen employee but shares a
residence and is in a mutual commitment similar to marriage with such Nuveen employee.
Material Conflicts of Interest (“Material
Conflict”) A conflict of interest that reasonably could have the potential to influence a recommendation based on the criteria described in this Policy.
Nuveen Affiliated Entities refers to TIAA and entities that are under common control with the Advisers and that provide investment
advisory services to third party clients.† TIAA and the Advisers will undertake reasonable efforts to identify and manage any
potential TIAA-related conflicts of interest.
Portfolio Company refers to any publicly traded company held in an account that is
managed by an Adviser or a Nuveen Affiliated Entity.
Proxy Service Provider(s) refers to any independent third-party vendor(s) who
provides proxy voting administrative, research and/or recordkeeping services to Nuveen.
Proxy Voting Guidelines (the
“Guidelines”) are a set of pre-determined principles setting forth the manner in which the Advisers generally intend to vote on specific voting categories and serve to assist clients, Portfolio
Companies, and other interested parties in understanding how the Advisers generally intend to vote proxy-related matters. The Guidelines are not exhaustive and do not necessarily dictate how the Advisers will ultimately vote with respect to any
proposal or resolution.
Proxy Voting Conflicts of Interest Escalation Form (“Escalation Form”) Used in limited
circumstances as described below to formally document certain requests to deviate from the Guidelines, the rationale supporting the request, and the ultimate resolution.
| * |
Such criteria is defined in a separate standard operating procedure. |
| † |
Such list is maintained in a separate standard operating procedure. |
Policy requirements
The Advisers have a
fiduciary duty to vote proxies in the best interests of their clients and must not subrogate the interests of their clients to their own.
The RI Team and Advisory Personnel are prohibited from being influenced in their proxy voting decisions by any individual outside the
established proxy voting process. The RI Team and Advisory Personnel are required to report to Nuveen Compliance any individuals or parties seeking to influence proxy votes outside the established proxy voting process.
The RI Team generally seeks to vote proxies in adherence to the Guidelines. In the event that a potential Material Conflict has been
identified, the Committee, the RI Team, Advisory Personnel and Nuveen Compliance are required to comply with the following:
Proxies are
generally voted in accordance with the Guidelines. In instances where a proxy is issued by a Portfolio Company on the Watch List, and the RI Team’s vote direction is in support of company management and either contrary to the Guidelines or the
Guidelines require a case by case review, then the RI Team vote recommendation is evaluated using established criteria‡ to determine
whether a potential conflict exists. In instances where it is determined a potential conflict exists, the vote direction shall default to the recommendation of an independent third-party Proxy Service Provider based on such provider’s benchmark
policy. To the extent the RI Team believes there is a justification to vote contrary to the Proxy Service Provider’s benchmark recommendation in such an instance, then such requests are evaluated and mitigated pursuant to an Escalation Form
review process as described in the Roles and Responsibilities section below. In all cases votes are intended to be in line with the Guidelines and in the best interests of clients.
The Advisers are required to adhere to the baseline standards and guiding principles governing client and personnel conflicts as outlined in
the TIAA Conflicts of Interest Policy to assist in identifying, escalating and addressing proxy voting conflicts in a timely manner.
| ‡ |
Such criteria is defined in a separate standard operating procedure. |
Roles and responsibilities
Nuveen Proxy Voting
Committee
| 1. |
Annually, review and approve the criteria constituting a Material Conflict involving the individuals and
entities named on the Watch List. |
| 2. |
Review and approve the Policy annually, or more frequently as required. |
| 3. |
Review Escalation Forms as described above to determine whether the rationale of the recommendation is clearly
articulated and reasonable relative to the potential Material Conflict. |
| 4. |
Review RI Team Material Conflicts reporting. |
| 5. |
Review and consider any other matters involving the Advisers’ proxy voting activities that are brought to
the Committee. |
Responsible Investing Team
| 1. |
Promptly disclose RI Team members’ Material Conflicts to Nuveen Compliance. |
| 2. |
RI Team members must recuse themselves from all decisions related to proxy voting for the Portfolio Company
seeking the proxy for which they personally have disclosed, or are required to disclose, a Material Conflict. |
| 3. |
Compile, administer and update the Watch List promptly based on the Watch List criteria described herein as
necessary. |
| 4. |
Evaluate vote recommendations for Portfolio Companies on the Watch List, based on established criteria to
determine whether a vote shall default to the third-party Proxy Service Provider, or whether an Escalation Form is required. |
| 5. |
In instances where an Escalation Form is required as described above, the RI Team member responsible for the
recommendation completes and submits the form to an RI Team manager and the Committee. The RI Team will specify a response due date from the Committee typically no earlier than two business days from when the request was delivered. While the RI Team
will make reasonable efforts to provide a two business day notification period, in certain instances the required response date may be shortened. The Committee reviews the Escalation Form to determine whether a Material Conflict exists and whether
the rationale of the recommendation is clearly articulated and reasonable relative to the existing conflict. The Committee will then provide its response in writing to the RI Team member who submitted the Escalation Form. |
| 6. |
Provide Nuveen Compliance with established reporting. |
| 7. |
Prepare Material Conflicts reporting to the Committee and other parties, as applicable. |
| 8. |
Retain Escalation Forms and responses thereto and all other relevant documentation in conformance with
Nuveen’s Record Management program.
|
Advisory Personnel
| 1. |
Promptly disclose Material Conflicts to Nuveen Compliance. |
| 2. |
Provide input and/or vote recommendations to the RI Team upon request. Advisory Personnel are prohibited from
providing the RI Team with input and/or recommendations for any Portfolio Company for which they have disclosed, or are required to disclose, a Material Conflict. |
| 3. |
From time to time as part of the Adviser’s normal course of business, Advisory Personnel may initiate an
action to override the Guidelines for a particular proposal. For a proxy vote issued by a Portfolio Company on the Watch List, if Advisory Personnel request a vote against the Guidelines and in favor of Portfolio Company management, then the request
will be evaluated by the RI Team in accordance with their established criteria and processes described above. To the extent an Escalation Form is required, the Committee reviews the Escalation Form to determine whether the rationale of the
recommendation is clearly articulated and reasonable relative to the potential Material Conflict. |
Nuveen Compliance
| 1. |
Determine criteria constituting a Material Conflict involving the individuals and entities named on the Watch
List. |
| 2. |
Determine parties responsible for collection of, and providing identified Material Conflicts to, the RI Team
for inclusion on the Watch List. |
| 3. |
Perform periodic reviews of votes where Material Conflicts have been identified to determine whether the votes
were cast in accordance with this Policy. |
| 4. |
Develop and maintain, in consultation with the RI Team, standard operating procedures to support the Policy.
|
| 5. |
Perform periodic monitoring to determine adherence to the Policy. |
| 6. |
Administer training to the Advisers and the RI Team, as applicable, to ensure applicable personnel understand
Material Conflicts and disclosure responsibilities. |
| 7. |
Assist the Committee with the annual review of this Policy. |
Nuveen Legal
| 1. |
Provide legal guidance as requested. |
Governance
Review and approval
This Policy will be reviewed at least annually and will be updated sooner if changes are necessary. The Policy Leader, the Committee and the
NEFI Compliance Committee are responsible for the review and approval of this Policy.
Implementation
Nuveen has established the Committee to provide centralized management and oversight of the proxy voting process administered by the RI Team
for the Advisers in accordance with its Proxy Voting Committee Charter and this Policy.
Exceptions
Any request for a proposed exception or variation to this Policy will be submitted to the Committee for approval and reported to the
appropriate governance committee(s), where appropriate.
Related documents
Nuveen Proxy Voting Committee Charter
Nuveen Policy Statement on Responsible Investing
Nuveen Proxy Voting Policy
Nuveen Proxy Voting Guidelines
TIAA Conflicts of Interest Policy
PART C—OTHER
INFORMATION
Item 25: Financial Statements and Exhibits.
| 1. |
|
| |
|
| |
Contained in Part A: |
| |
|
| |
Financial Highlights of the Nuveen California AMT-Free Quality
Income Fund (the “Fund” or the “Registrant”) for:
● [Fiscal
years ended February 29, 2024, February 28, 2023, February 28, 2022, February 28, 2021 and February 29, 2020 are incorporated in
Part A by reference to the Registrant's February 29, 2024 Annual
Report (audited) on Form N-CSR, as filed with the SEC via EDGAR Accession No. 0001193125-24-130234 on May 3, 2024].
● Fiscal
years ended February 28, 2019, February 28, 2018, February 28, 2017, February 29, 2016 and February 28, 2015 are incorporated in
Part A by reference to the Registrant's December 31, 2018 Annual
Report (audited) on Form N-CSR, as filed with the SEC via EDGAR Accession No. 0000891804-19-000167 on May 7, 2019. |
| |
|
| |
Contained in Part B: |
| |
|
| |
Financial Statements are incorporated in Part B by reference to the Registrant’s February 29, 2024 Annual Report (audited) on Form N-CSR, as filed with the U.S. Securities and Exchange Commission (the “SEC”) via EDGAR Accession No. 0001193125-24-130234 on May 3, 2024. |
| |
|
| 2. |
Exhibits: |
| |
|
| a.1 |
Registrant’s Declaration of Trust dated July 29, 2002. Filed on October 4, 2002 as Exhibit a to the Registrant’s Registration Statement on Form N-2 (File No. 333-100323) and incorporated herein by reference. |
| |
|
| a.2 |
Registrant’s Amended and Restated Declaration of Trust dated July 29, 2002, as amended and restated July 17, 2008. Filed on November 15, 2012 as Exhibit a.2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-184971) and incorporated herein by reference. |
| |
|
| a.3 |
Certificate of Name Change Amendment to Declaration of Trust of Nuveen California AMT-Free Municipal Income Fund dated December 28, 2016. Filed on November 16, 2017 as Exhibit a.3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-184971) and incorporated herein by reference. |
| |
|
| b. |
Registrant’s By-Laws (Amended and Restated as of February 28, 2024) is filed herewith. |
| |
|
| c. |
Not applicable. |
| |
|
| d. |
Not applicable. |
| |
|
| e. |
Terms and Conditions of the Dividend Reinvestment Plan. Filed on November 15, 2012 as Exhibit e. to the Registrant’s Registration Statement on Form N-2 (File No. 333-184971) and incorporated herein by reference. |
| |
|
| f. |
Not applicable. |
| |
|
| g.1 |
Investment Management Agreement dated November 13, 2007 between the Registrant and Nuveen Fund Advisors, LLC. Filed on November 15, 2012 as Exhibit g.1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-184971) and incorporated herein by reference. |
| |
|
| g.2 |
Continuance of Investment Management Agreement between the Nuveen Closed-End Funds and Nuveen Fund Advisors, LLC dated July 30, 2019. Filed on March 11, 2020 as Exhibit g.2 to the Registrant’s Registration Statement on Form N-2 (File No 333-225399) and incorporated herein by reference. |
| |
|
| g.3 |
Sub-Advisory Agreement dated December 31, 2010 between Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC. Filed on November 15, 2012 as Exhibit g.2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-184971) and incorporated herein by reference. |
| |
|
| g.4 |
Notice of Continuance of Investment Sub-Advisory Agreements between Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC dated July 24, 2019. Filed on March 11, 2020 as Exhibit g.4 to the Registrant’s Registration Statement on Form N-2 (File No 333-225399) and incorporated herein by reference. |
| h.1 |
Distribution Agreement relating to At-the-Market Offerings dated June 1, 2018 between the Registrant and Nuveen Securities, LLC. Filed on March 11, 2020 as Exhibit h.1 to the Registrant’s Registration Statement on Form N-2 (File No 333-225399) and incorporated herein by reference. |
| |
|
| h.2 |
Dealer Agreement relating to At-the-Market Offerings dated June 1, 2018 between Nuveen Securities, LLC and UBS Securities LLC. Filed on March 11, 2020 as Exhibit h.2 to the Registrant’s Registration Statement on Form N-2 (File No 333-225399) and incorporated herein by reference. |
| |
|
| i. |
Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for Independent Directors and Trustees (Restated effective April 27, 2017). Filed on November 16, 2017 as Exhibit i. to the Registrant’s Registration Statement on Form N-2 (File No. 333-184971) and incorporated herein by reference. |
| |
|
| j.1 |
Amended and Restated Master Custodian Agreement between the Registrant and State Street Bank and Trust Company dated July 15, 2015. Filed on November 16, 2017 as Exhibit j.1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-184971) and incorporated herein by reference. |
| |
|
| j.2 |
Appendix A, dated August 1, 2017, to the Amended and Restated Master Custodian Agreement between the Registrant and State Street Bank and Trust Company dated July 15, 2015. Filed on November 16, 2017 as Exhibit j.2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-184971) and incorporated herein by reference. |
| |
|
| k.1 |
Transfer Agency and Service Agreement dated June 15, 2017 between the Registrant and ComputerShare Inc. and ComputerShare Trust Company, N.A. Filed on November 16, 2017 as Exhibit k.1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-184971) and incorporated herein by reference. |
| |
|
| k.2 |
Schedule A, dated September 7, 2017, to the Transfer Agency and Service Agreement dated July 15, 2017 between the Registrant and Computershare Inc. and Computershare Trust Company, N.A. Filed on November 16, 2017 as Exhibit k.2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-184971) and incorporated herein by reference. |
| |
|
| k.3 |
Auction Agency Agreement (Basic Terms for Acting as Auction Agent) dated November 1, 1993, relating to Municipal Auction Rate Cumulative Preferred Shares of the Fund. Filed on January 8, 2003 as Exhibit k.3 to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-100874) and incorporated herein by reference. |
| |
|
| l.1 |
Opinion and Consent of [__] is to be filed by amendment. |
| |
|
| l.2 |
Opinion and Consent of [__] is to be filed by amendment. |
| |
|
| m. |
Not applicable. |
| |
|
| n. |
Consent of [__] is to be filed by amendment. |
| |
|
| o. |
Not applicable. |
| |
|
| p. |
Subscription Agreement dated November 4, 2002 between the Registrant and Nuveen Advisory Corp. (now, Nuveen Fund Advisors, LLC). Filed on November 20, 2002 as Exhibit p. to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-100323) and incorporated here by reference. |
| |
|
| q. |
Not applicable. |
| |
|
| r.1 |
Code of Ethics and Reporting Requirements of Nuveen (including affiliated entities) and the Nuveen Funds, as amended August 26, 2019. Filed on March 11, 2020 as Exhibit r.1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-225399) and incorporated herein by reference. |
| |
|
| r.2 |
Code of Ethics for the Independent Trustees of Nuveen Funds, as amended May 23, 2019. Filed on March 11, 2020 as Exhibit r.2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-225399) and incorporated herein by reference. |
| |
|
| s. |
Calculation of Filing Fees Table is filed herewith. |
| |
|
| t.1 |
Powers of Attorney for Mses. Lancellotta, Medero and Wolff and Messrs. Toth, Moschner, Nelson, Thornton and Young, dated June 14, 2023, are filed herewith. |
| |
|
| t.2 |
Powers of Attorney for Messrs. Boateng, Forrester, Kenny, and Starr, dated January 1, 2024 are filed herewith. |
| |
|
| t.3 |
Powers of Attorney for Messrs. Boateng and Forrester, dated July 10, 2024 are filed herewith. |
Item 26: Marketing Arrangements.
See the Distribution Agreement and Dealer
Agreement filed as Exhibits h.[1] and h.[2] respectively, to this Registration Statement.
Item 27: Other Expenses of Issuance and Distribution.
| Printing and Engraving Fees | |
$ | [ - ] | |
| Legal Fees | |
| [ - ] | |
| Accounting Fees | |
| [ - ] | |
| Financial Industry Regulatory Authority Fees | |
| [ - ] | |
| Stock Exchange Listing Fees | |
| [ - ] | |
| Securities and Exchange Commission Registration Fees | |
| [ - ] | |
| Miscellaneous Fees | |
| [ - ] | |
| Total | |
$ | [ - ] | |
Item 28: Persons Controlled by or under Common Control with
Registrant.
Not applicable.
Item 29: Number of Holders of Securities.
As of [ - ], 20[ - ]:
| Title of Class | |
|
Number of Record Holders |
|
| Common Shares, $0.01 par value | |
|
[ - ] |
|
| Preferred Shares, $0.01 par value | |
|
[ - ] |
|
| Total | |
|
[ - ] |
|
Item 30: Indemnification.
Section 4 of Article XII of the Registrant’s Declaration of Trust provides as follows:
Subject to the exceptions and limitations contained in this Section 4, every person who is, or has been, a Trustee, officer, employee or
agent of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter
referred to as a “Covered Person”), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person:
| (a) |
against any liability to the Trust or its Shareholders by reason of a final adjudication by the court or other
body before which the proceeding was brought that he engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office; |
| (b) |
with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith
in the reasonable belief that his action was in the best interests of the Trust; or |
| (c) |
in the event of a settlement or other disposition not involving a final adjudication (as provided in paragraph
(a) or (b)) and resulting in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in
the conduct of his office by the court or other body approving the settlement or other disposition or a reasonable determination, based on a review of readily available facts (as opposed to a full trial-type inquiry), that he did not engage in such
conduct: |
(i) by a vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of the
Disinterested Trustees then in office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect
any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person.
Nothing contained herein shall affect any rights to indemnification to which Trust personnel other than Covered Persons may be entitled by contract or otherwise under law.
Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under
this Section 4 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification
under this Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some other appropriate security or
the Trust shall be insured against losses arising out of any such advances; or
(b) a majority of the Disinterested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or independent legal counsel in a written opinion shall determine, based upon a review of the readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification.
As used in this
Section 4, a “Disinterested Trustee” is one (x) who is not an Interested Person of the Trust (including anyone, as such Disinterested Trustee, who has been exempted from being an Interested Person by any rule, regulation or order
of the Commission), and (y) against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending.
As used in this Section 4, the words “claim,” “action,” “suit”
or “proceeding” shall apply to all claims, actions, suits, proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the words “liability” and “expenses” shall include without
limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
The trustees and
officers of the Registrant are covered by joint errors and omissions insurance policies against liability and expenses of claims of wrongful acts arising out of their position with the Registrant and other Nuveen funds, subject to such
policies’ coverage limits, exclusions and retention.
Section 8 of the Distribution Agreement Relating to At-the-Market offerings, filed as Exhibit h.1 to this Registration Statement, provides for each of the parties thereto, including the Registrant and the underwriters, to
indemnify the others, their trustees, directors, certain of their officers, trustees, directors and persons who control them against certain liabilities in connection with the offering described herein, including liabilities under the federal
securities laws.
Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “Securities
Act”), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
Item 31:
Business and Other Connections of Investment Adviser and Sub-Adviser.
Nuveen
Fund Advisors, LLC (“Nuveen Fund Advisors”) manages the Registrant and serves as investment adviser or manager to
other open-end and closed-end management investment companies and to separately managed accounts. The principal business address
for all of these investment companies and the persons named below is 333 West Wacker Drive, Chicago, Illinois 60606.
A
description of any other business, profession, vocation or employment of a substantial nature in which the directors and officers
of Nuveen Fund Advisors who serve as officers or Trustees of the Registrant have engaged during the last two years for his or
her account or in the capacity of director, officer, employee, partner or trustee appears under “Management of the Fund”
in the Statement of Additional Information. Such information for the remaining senior officers appears below:
| |
|
|
Name
and Position with Nuveen Fund Advisors |
|
Other
Business, Profession, Vocation or
Employment During Past Two Years |
| Oluseun
Salami, Executive Vice President and Chief Financial Officer |
|
Senior
Vice President (since 2020) NIS/R&T, Inc.; Senior Vice President and Chief Financial Officer, Nuveen Alternative Advisors
LLC (since 2020), Teachers Advisors, LLC (since 2020), TIAA-CREF Asset Management LLC (since 2020) and TIAA-CREF Investment
Management, LLC (since 2020); Executive Vice President (since 2022), formerly, Senior Vice President (2020-2022), and Chief
Financial Officer (since 2020), Nuveen, LLC; Executive Vice President and Chief Financial Officer (since 2022), Nuveen Investments,
Inc.; Executive Vice President (since 2021), formerly, Senior Vice President, Chief Financial Officer (2018-2021), Business
Finance and Planning (2020) Chief Accounting Officer (2019-2020), Corporate Controller (2018-2020), Teachers Insurance
and Annuity Association of America; formerly, Senior Vice President, Corporate Controller, College Retirement Equities Fund,
TIAA Board of Overseers, TIAA Separate Account VA-1, TIAA-CREF Funds, TIAA-CREF Life Funds (2018-2020). |
| |
|
| Megan
Sendlak, Managing Director and Controller |
|
Managing
Director and Controller (since 2020) of Nuveen Alternatives Advisors LLC, Nuveen Asset Management, LLC, Nuveen Investments,
Inc., Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director (since 2019) and Controller
(since 2020), formerly, Assistant Controller (2019-2020), of Nuveen Securities, LLC; Managing Director and Controller (since
2020), formerly, Vice President and Corporate Accounting Director (2018-2020) of Nuveen, LLC; Managing Director and Controller
(since 2021), formerly, Vice President and Assistant Controller (2019-2021), of NIS/R&T, INC.; formerly, Vice President
and Controller of NWQ Investment Management Company, LLC and Santa Barbara Asset Management, LLC (2020-2021); Vice President
and Controller of Winslow Capital Management, LLC (since 2020). |
| |
|
|
| Michael
A. Perry, President |
|
Chief
Executive Officer (since 2023), formerly, Co-Chief Executive Officer (2019-2023), Executive Vice President (2017-2019)
and Managing Director (2015-2017) of Nuveen Securities, LLC; and Executive Vice President (since 2017) of Nuveen
Alternative Investments, LLC. |
| |
|
| Erik
Mogavero, Managing Director and Chief Compliance Officer |
|
Formerly
employed by Deutsche Bank (2013-2017) as Managing Director, Head of Asset Management and Wealth Management Compliance for
the Americas region and Chief Compliance Officer of Deutsche Investment Management Americas. |
Nuveen
Asset Management LLC (“Nuveen Asset Management”) currently serves as sub-adviser to the Fund and as an investment
adviser or sub-adviser to certain other open-end and closed-end funds and as investment adviser
to separately managed accounts. The address for Nuveen Asset Management is 333 West Wacker Drive, Chicago, Illinois 60606. See
“Investment Adviser, Sub-Adviser and Portfolio Managers” in Part B of the Registration Statement.
Set
forth below is a list of each director and officer of Nuveen Asset Management, indicating each business, profession, vocation
or employment of a substantial nature in which such person has been, at any time during the past two fiscal years, engaged for
his or her own account or in the capacity of director, officer, partner or trustee.
| |
|
|
Name
and Position with Nuveen Asset Management |
|
Other
Business Profession, Vocation or
Employment During Past Two Years |
| William
T. Huffman, President |
|
Executive
Vice President (since 2020) of Nuveen, LLC; formerly, Executive Vice President (2020-2023) of Nuveen Securities, LLC; President,
Nuveen Investments, Inc. (since 2020), Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC (since 2019); Senior
Managing Director (since 2019) of Nuveen Alternative Advisors LLC; Senior Managing Director (since 2022) and Chairman (since
2019) of Churchill Asset Management LLC. |
| |
|
| Stuart
J. Cohen, Managing Director and Head of Legal |
|
Managing
Director and Assistant Secretary (since 2002) of Nuveen Securities, LLC; Managing Director (since 2007) and Assistant Secretary
(since 2003) of Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary (since 2023)
of Nuveen Alternatives Investments, LLC and (since 2019) of Teachers Advisors, LLC; Managing Director, Assistant Secretary
(since 2019) and Assistant General Counsel (since 2023), formerly, General Counsel (2019-2023) of TIAA-CREF Investment Management,
LLC; Vice President and Assistant Secretary (since 2008) of Winslow Capital Management, LLC; formerly, Vice President (2007-2021)
and Assistant Secretary (2003-2021) of NWQ Investment Management Company, LLC; formerly Vice President (2007-2021) and Assistant
Secretary (2006-2021) of Santa Barbara Asset Management, LLC. |
| |
|
| Travis
M. Pauley, Managing Director and Chief Compliance Officer |
|
Regional
Head of Compliance and Regulatory Legal (2013-2020) of AXA Investment Managers. |
| |
|
| Megan
Sendlak Managing Director and Controller |
|
Managing
Director and Controller (since 2020) of Nuveen Alternatives Advisors LLC, Nuveen Investments, Inc., Nuveen Fund Advisors,
LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director (since 2019) and Controller (since
2020), formerly, Assistant Controller (2019-2020), of Nuveen Securities, LLC; Managing Director and Controller (since 2020),
formerly, Vice President and Corporate Accounting Director (2018-2020) of Nuveen, LLC; Managing Director and Controller (since
2021), formerly, Vice President and Assistant Controller (2019-2021), of NIS/R&T, INC., formerly, Vice President and Controller
of NWQ Investment Management Company, LLC and Santa Barbara Asset Management, LLC (2020-2021); Vice President and
Controller of Winslow Capital Management, LLC (since 2020). |
Item 32: Location of Accounts
and Records.
Nuveen Fund Advisors, LLC, 333 West Wacker Drive, Chicago, Illinois 60606, maintains the Fund’s Declaration of Trust, By-Laws, minutes of trustee and shareholder meetings, and contracts of the Registrant and all advisory material of the investment adviser. Nuveen Asset Management, LLC, in its capacity as sub-adviser, may also hold certain accounts and records of the Fund.
State Street Bank and Trust
Company, One Congress Street, Suite 1, Boston, Massachusetts 02114-2016, maintains all general and subsidiary ledgers, journals, trial balances, records of all portfolio purchases and sales, and all other required records not maintained by Nuveen
Fund Advisors or Nuveen Asset Management.
Item 33: Management Services.
Not applicable.
Item 34:
Undertakings.
| 1. |
Not applicable. |
| |
|
| 2. |
Not applicable. |
| 3. |
The Registrant undertakes: |
a.
Not applicable.
b.
that, for the purpose of determining any liability under the Securities Act, each post-effective amendment to this registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those
securities at that time shall be deemed to be the initial bona fide offering thereof;
c.
to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering;
d.
that, for the purpose of determining liability under the Securities Act to any purchaser:
(1)
if the Registrant is relying on Rule 430B:
(A)
Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information
required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;
or
(2)
if the Registrant is subject to Rule 430C: each prospectus filed pursuant to Rule 424 under the Securities Act as part of a registration
statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used
after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede
or modify any statement that was made in this registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first use.
e.
that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution
of securities:
The
undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to the purchaser:
(1)
any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant
to Rule 424 under the Securities Act;
(2)
free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to
by the undersigned Registrants;
(3)
the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the
offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned
Registrant; and
(4)
any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
| 4. |
The Registrant undertakes
that: |
a.
for the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed
as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant
under Rule 424(b)(1) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was
declared effective; and
b.
for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities
at that time shall be deemed to be the initial bona fide offering thereof.
| 5. |
The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| 6. |
Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such issue. |
| 7. |
The Registrant undertakes
to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt
of a written or oral request, any prospectus or Statement of Additional Information. Additionally, the Registrant undertakes
to only offer rights to purchase common and preferred shares together after a post-effective amendment to the Registration
Statement relating to such rights has been declared effective |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in this City of Chicago, and State of
Illinois, on the 11th day of October, 2024.
| |
NUVEEN CALIFORNIA AMT-FREE
QUALITY MUNICIPAL INCOME FUND |
| |
|
| |
/s/ Mark L. Winget |
| |
Mark L. Winget |
| |
Vice President and
Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.
|
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
/s/
E. SCOTT WICKERHAM
E. Scott Wickerham |
|
Vice President and Controller
(Principal Financial and Accounting Officer) |
|
October 11, 2024 |
|
|
|
/s/
DAVID J. LAMB
David J. Lamb |
|
Chief Administrative Officer
(principal executive officer) |
|
October 11, 2024 |
|
|
|
| Thomas J. Kenny* |
|
Co-Chair of the Board and Trustee |
|
|
|
|
|
| Terence J. Toth* |
|
Trustee |
|
|
|
|
|
| Joseph A. Boateng* |
|
Trustee |
|
|
| |
|
|
|
|
| Michael A. Forrester* |
|
Trustee |
|
|
| |
|
|
|
|
| Amy B. R. Lancellotta* |
|
Trustee |
|
|
|
|
|
| Joanne T. Medero* |
|
Trustee |
|
|
|
|
|
| Albin F. Moschner* |
|
Trustee |
|
|
|
|
|
| John K. Nelson* |
|
Trustee |
|
|
|
|
|
| Loren M. Starr* |
|
Trustee |
|
|
|
|
|
| Matthew Thornton III* |
|
Trustee |
|
|
|
|
|
| Margaret L. Wolff* |
|
Trustee |
|
|
|
|
|
| Robert L. Young* |
|
Co-Chair of the Board and Trustee |
|
|
| * |
The powers of attorney authorizing Mark L. Winget, among others, to execute this Registration Statement, and
Amendments thereto, for the Trustees of the Registrant on whose behalf this Registration Statement is filed, have been executed and are filed herewith as Exhibits t.1, t.2 and t.3.
|
EXHIBIT INDEX
|
|
|
| EXHIBIT |
|
EXHIBIT NAME |
|
|
| (b) |
|
Registrant’s By-Laws (Amended and Restated as of February 28, 2024). |
| |
|
|
| (s) |
|
Calculation of Filing Fees Table |
| |
|
|
| (t)(1) |
|
Powers of Attorney for Mses. Lancellotta, Medero and Wolff and Messrs. Toth, Moschner, Nelson, Thornton and Young, dated June 14, 2023. |
| |
|
|
| (t)(2) |
|
Powers of Attorney for Messrs. Boateng, Forrester, Kenny, and Starr, dated January 1, 2024. |
| |
|
|
| (t)(3) |
|
Powers of Attorney for Messrs. Boateng and Forrester, dated July 10, 2024. |
Nuveen California AMT-Free Quality Municipal Income Fund N-2
Exhibit 99.(b)
BY-LAWS
OF
NUVEEN CLOSED-END FUNDS
ORGANIZED AS
MASSACHUSETTS BUSINESS TRUSTS
(Amended and Restated as of February 28,
2024)
ARTICLE
I
DECLARATION OF TRUST AND OFFICES
Section 1.1 The Trust; Declaration of Trust. These are the By-Laws of each Nuveen Closed-End Fund listed on Exhibit A, each a Massachusetts
business trust established by its own Declaration of Trust (each such fund being referred to individually as the “Trust”).
The Trust shall be subject to the Declaration of Trust, as from time to time in effect (the “Declaration of Trust”).
Each Shareholder of the Trust, by virtue of having become a Shareholder, shall be held to have expressly assented and agreed to be bound
by the terms of the Declaration of Trust and these By-Laws.
Section 1.2
Registered Agent. The registered agent of the Trust in the Commonwealth of Massachusetts shall be CT Corporation System, 155
Federal Street, Boston, Massachusetts, or such other agent as may be fixed by the Trustees.
Section 1.3
Other Offices. The Trust may have such other
offices and places of business within or without the Commonwealth of Massachusetts as the Trustees shall determine.
ARTICLE II
SHAREHOLDERS
Section 2.1
Place of Meetings. (a) Meetings of the Shareholders may be held at such place or places within or without the Commonwealth
of Massachusetts as shall be fixed by the Trustees or by the officers of the Trust and stated in the notice of the meeting, or in accordance
with the following paragraph (b).
(b) Notwithstanding
anything to the contrary in these By-Laws, the Trustees or the officers of the Trust may determine at any time, including, without limitation,
after the calling of any meeting of Shareholders, that any meeting of Shareholders be held solely by means of remote communication or
both at a physical location and by means of remote communication. Notwithstanding anything to the contrary in these By-Laws, if it is
determined after notice of the meeting has been delivered to Shareholders that participation by Shareholders in the meeting shall or may
be conducted by means of remote communication, announcement of such change may be made at any time by press release or any other means
as may be permitted or required by applicable law. Shareholders and proxy holders entitled to be present and to vote at the meeting that
are not physically present at such a meeting but participate by means of remote communication shall be considered present in person for
all purposes under these By-Laws and may vote at such a meeting. Subject to any guidelines and procedures that the Trustees
or the officers of the Trust may adopt, any meeting at which Shareholders or proxy holders are permitted to participate by means
of remote communication shall be conducted in accordance with the following, except to the extent otherwise permitted by the federal securities
laws and the rules thereunder applicable to the Trust, including any exemptive, interpretive or other relief (including no-action relief)
or guidance issued by the Securities and Exchange Commission or the Staff of the Securities and Exchange Commission.
(i)
The Trust shall implement, at the direction of the Chief Administrative Officer or his or her designee, reasonable measures to
verify that each person considered present and authorized to vote at the meeting by means of remote communication is a Shareholder or
proxy holder;
(ii)
The Trust shall implement, at the direction of the Chief Administrative Officer or his or her designee, reasonable measures to
provide the Shareholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to
the Shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings;
and
(iii)
In the event any Shareholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record
of the vote or other action shall be maintained by the Trust.
Section 2.2
Regular Meetings. Regular meetings of the Shareholders for the election of Trustees and the transaction of such other business
as may properly come before the meeting shall be held, so long as Shares are listed for trading on the New York Stock Exchange or any
other exchange or market (an “Exchange”) and such Exchange requires the Trust to hold such meetings. Such regular meetings
shall be called by the Trustees and held in accordance with the rules, regulations and interpretations of the applicable Exchange, on
such day and at such place as shall be designated by the Trustees or by the officers of the Trust, provided that a meeting initially called
to be held in any given calendar or fiscal year shall be deemed to be an annual meeting (as defined below) for that calendar or fiscal
year, if so designated by the Trustees, even if the actual date of the Meeting is in a subsequent calendar or fiscal year, due to postponements,
adjournments, delays or other similar events or circumstances. In the event that such a meeting is not held for any year if so required
by the applicable Exchange, for whatever reason, a subsequent special meeting may be called by the Trustees and held in lieu of such meeting
with the same effect as if held within that year. Such regular meeting or special meeting held in lieu of a regular meeting in accordance
with this Section 2.2 shall be deemed to be an “annual meeting” for the purposes of these By-laws, and the term “special
meeting” refers to all meetings of Shareholders other than an annual meeting or a special meeting in lieu of an annual meeting.
Section 2.3
Special Meetings.
(a)
Special meetings of the Shareholders for any purpose or purposes may be called by at least sixty-six and two-thirds percent (66
2/3%) of the Trustees.
(b)
Special meetings of the Shareholders must be called upon the written request of Shareholders entitled to cast at least ten (10)
percent of all the votes entitled to be cast at the meeting. In order to be deemed properly submitted to the Trust, a written request
of Shareholders to call a special meeting (a “Special Meeting Request”) must comply with this Section 2.3(b).
(i)
Any Shareholder(s) seeking to request a special meeting shall send the Special Meeting Request to the Secretary by registered mail,
return receipt requested, requesting the Secretary to call a special meeting. Proof of the requesting Shareholder’s ownership of
Shares at the time of giving the Special Meeting Request must accompany the requesting Shareholder’s Special Meeting Request. The
Special Meeting Request shall: (1) set forth the purpose of the meeting, which must be to act on a proposal upon which the requesting
Shareholder(s) are entitled to vote, (2) be signed by each requesting Shareholder (or its duly authorized agent), (3) bear the date of
signature of each requesting Shareholder (or its duly authorized agent), (4) set forth all information that each requesting Shareholder,
and with respect to the beneficial owners of Shares on whose behalf such request is being made, each such beneficial owner of Shares,
would be required to disclose in a proxy statement or other filings required to be made in connection with solicitations of proxies with
respect to the proposed business to be brought before the meeting pursuant to Section 14 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), whether or not such Person intends to deliver a proxy statement or solicit proxies, and (5) include
or be accompanied by all additional information required by Section 2.6 of these By-Laws.
(ii)
Upon receiving the Special Meeting Request, the Trustees may in their discretion fix a date for the special meeting. In fixing
a date for any special meeting, the Trustees may consider such factors as it deems relevant, including, without limitation, the nature
of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Trustees to call
an annual meeting or a special meeting.
(iii)
Any requesting Shareholder (or its duly authorized agent) may revoke his, her or its request for a special meeting at any time
by written revocation delivered to the Secretary.
(iv)
If written revocation of the Special Meeting Request has been delivered to the Secretary by one or more requesting Shareholders
and the result of such revocation(s) is that Shareholders of record entitled to cast less than ten (10) percent of all votes entitled
to be cast at the meeting have delivered, and not revoked, requests for a special meeting to the Secretary: (1) if the notice of meeting
has not already been delivered, the Secretary shall refrain from delivering the notice of the meeting and send to all requesting Shareholders
who have not revoked such requests written notice of such revocations and written notice that the Trust intends to not deliver notice
of the meeting, or (2) if the notice of meeting has been delivered and if the Secretary first sends to all requesting Shareholders who
have not revoked such requests written notice of such revocations and written notice of the Trust’s intention to revoke the notice
of the meeting or for the chair of the meeting to adjourn the meeting without action on the matter, (A) the Secretary may revoke the notice
of the meeting at any time at least ten (10) days before the commencement of the meeting or (B) the chair of the meeting may call the
meeting to order and adjourn the meeting without acting on the matter. Any Special Meeting Request received after a revocation by the
Secretary of a notice of a meeting shall be considered a request for a new special meeting.
(v)
The Trustees, the Chair or an officer of the Trust may appoint regionally or nationally recognized independent inspectors of elections
to act as the agent of the Trust for the purpose of promptly performing a ministerial review of the validity of any purported Special
Meeting Request received by the Secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special
Meeting Request shall be deemed to have been received by the Secretary until the earlier of (1) five (5) business days after actual receipt
by the Secretary of such purported request and (2) such date as the independent inspectors certify to the Trust that the valid requests
received by the Secretary represent Shareholders of record entitled to cast not less than ten (10) percent of all votes entitled to be
cast at the meeting. Nothing contained in this paragraph (v) shall in any way be construed to suggest or imply that the Trust or any Shareholder
shall not be entitled to contest the validity of any request, whether during or after such five (5) business day period, or to take any
other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the
seeking of injunctive relief in such litigation).
(c)
No business shall be conducted at a special meeting of the Shareholders except such business as shall be set forth in the Trust’s
notice of meeting, in accordance with the procedures set forth in this Section 2.3 and in compliance with Section 2.5 and Section 2.6
of these By-Laws and Article IX of the Declaration of Trust. If the chair of a special meeting determines that proposed business was not
properly brought before such meeting in accordance with this Section 2.3(c), the chair of the meeting shall declare to the meeting that
the proposed business was not properly brought before the meeting and such proposed business shall not be transacted; provided, however,
that such proposed business shall not be presumed to be valid in the absence of such a declaration. Determinations of the chair of a meeting
pursuant to this Section 2.3(c) shall be final and binding unless determined by a court of competent jurisdiction to have been made in
bad faith.
Section 2.4
Chair and Secretary of Meetings.
(a)
The Secretary of the Trust, or another officer designated by the Secretary of the Trust, shall serve as chair of the meeting. If
neither the Secretary of the Trust nor any other officer designated by the Secretary of the Trust to serve as chair is present (in person
or by means of remote communication) at the meeting, Shareholders may designate a chair of the meeting by the vote of a majority of the
votes cast by Shareholders present in person or by proxy. The chair of the meeting may by means of remote communication call the meeting
to order, preside at the meeting and adjourn the meeting in accordance with Section 2.12 of these By-Laws, regardless of whether such
meeting is held in person or by means of remote communication.
(b)
An individual appointed by the Trustees or, in the absence of such appointment, an individual appointed by the chair of the meeting
shall act as secretary of the meeting. The secretary of the meeting may participate in the meeting by means of remote communication, regardless
of whether such meeting is held in person or by means of remote communication.
Section 2.5
Notice of Meetings. Notice of all meetings stating the time, place and purpose or purposes of the meeting shall be delivered
to each Shareholder not less than ten (10) nor more than one hundred twenty (120) days prior to the meeting. For any matter to be properly
before any regular or special meeting, the matter must be (i) specified in the notice of meeting given by or at the direction of the Chair,
the Chief Administrative Officer or at least sixty-six and two-thirds percent (66 2/3%) of the Trustees or (ii) brought before the meeting
by a Shareholder in the manner specified in Section 2.6 of these By-Laws.
Section 2.6
Requirements for Matters to be Considered.
(a)
With the exception of Shareholder proposals duly submitted in accordance with the requirements of Rule 14a-8 under the Exchange
Act (or any successor provision thereto) upon which a requesting Shareholder is entitled to vote and required to be included therein by
applicable law, only matters proposed by the Chief Administrative Officer or at least sixty-six and two-thirds percent (66 2/3%) of the
Trustees may be included in the Trust’s proxy materials.
(b)
In addition to complying with any other requirements under all applicable federal and state laws, including the Exchange Act and
the rules and regulations thereunder, and the Declaration of Trust and these By-Laws, any proposal to elect any person nominated by Shareholders
for election as Trustee and any other proposal upon which a requesting Shareholder is entitled to vote may only be brought before a meeting
of Shareholders if timely written notice (the “Shareholder Notice”) is provided to the Secretary as specified below.
(i)
With respect to annual meetings of Shareholders, unless a greater or lesser period is required under applicable law, to be timely,
the Shareholder Notice must be delivered to or mailed and received at the principal executive offices of the Trust not less than seventy-five
(75) days nor more than ninety (90) days prior to the first anniversary date of the date on which the Trust first mailed its proxy materials
for the prior year’s annual meeting; provided, however, if and only if the annual meeting is not scheduled to be held within a period
that commences thirty (30) days before the first anniversary date of the annual meeting for the preceding year and ends thirty (30) days
after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Annual Meeting
Date”), such Shareholder Notice must be given in the manner provided herein not more than one hundred twenty (120) days prior
to such Other Annual Meeting Date and not later than the close of business on the later of (1) the date ninety (90) days prior to such
Other Annual Meeting Date or (2) the tenth (10th) business day following the date such Other Annual Meeting Date is first publicly
announced or disclosed.
(ii)
In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more individuals as Trustees,
a Shareholder may nominate an individual or individuals (as the case may be) for election as a Trustee as specified in the Trust’s
notice of meeting, provided that the Shareholder Notice be delivered to or mailed and received at the principal executive offices of the
Trust not more than one hundred twenty (120) days prior to the date of such special meeting and not later than the close of business on
the later of (1) the date ninety (90) days prior to such special meeting or (2) the tenth (10th) business day following the
date such special meeting and the number of Trustees to be elected at such meeting is first publicly announced or disclosed.
(c)
Any Shareholder desiring to nominate any person or persons (as the case may be) for election
as a Trustee or Trustees of the Trust (each a “Proposed Nominee”) shall deliver, as part of such Shareholder Notice:
(i)
a statement in writing setting forth with respect to each Proposed Nominee:
(1)
the name, age, date of birth, business address, residence address and nationality of such Proposed Nominee;
(2)
the class or series and number of all Shares of the Trust owned of record or beneficially by such Proposed Nominee and each Proposed
Nominee Associate of such Proposed Nominee, as reported to such Shareholder by such Proposed Nominee;
(3)
the name of each nominee holder of Shares owned beneficially but not of record by such Proposed Nominee and each Proposed Nominee
Associate of such Proposed Nominee, and the number of such Shares held by each such nominee holder;
(4)
a description of any agreement, arrangement or understanding, whether written or oral (including any derivative or short positions,
profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares), that
has been entered into as of the date of the Shareholder Notice or on behalf of such Proposed Nominee and each Proposed Nominee Associate
of such Proposed Nominee, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or
increase or decrease the voting power of, such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee, with respect
to Shares of the Trust;
(5)
any other information regarding such Proposed Nominee required by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K
or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Exchange Act (or any successor provision thereto);
(6)
a description of all agreements, arrangements or understandings (whether written or oral) between such Proposed Nominee and each
Proposed Nominee Associate of such Proposed Nominee related to such nomination and any material interest of such Proposed Nominee Associate
in such nomination, including any anticipated benefit therefrom to such Proposed Nominee Associate;
(7)
a description of all agreements, arrangements or understandings (whether written or oral) between such Proposed Nominee or each
Proposed Nominee Associate of such Proposed Nominee and the nominating Shareholder or any Shareholder Associate of such nominating Shareholder
related to such nomination, including with respect to the voting of any matters to come before the Trustees or any anticipated benefit
therefrom to such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee;
(8)
a description of all commercial and professional relationships and transactions between or among such Proposed Nominee and each
Proposed Nominee Associate of such Proposed Nominee, and any other Person or Persons known to such Proposed Nominee or any Proposed Nominee
Associate of such Proposed Nominee to have a material interest in such nomination;
(9)
a representation as to whether such Proposed Nominee is or will be an “interested person” (as defined in the 1940 Act)
of the Trust and information regarding such Proposed Nominee that will be sufficient, in the discretion of the Trustees, to make such
determination;
(10)
a representation as to whether such Proposed Nominee satisfies the qualifications of persons nominated or seated as Trustees as
set forth in Section 3.10 of these By-Laws, together with information regarding such Proposed Nominee that will be sufficient, in the
discretion of the Trustees, to examine such representation;
(11)
a representation as to whether such Proposed Nominee meets all applicable legal requirements relevant to service as a Trustee,
including, but not limited to, the rules adopted by the principal listing exchange (if any) upon which Shares are listed, Rule 10A-3 under
the Exchange Act (or any successor provision thereto), Article 2-01 of Regulation S-X under the Exchange Act with respect to the Trust’s
independent registered public accounting firm (or any successor provision thereto) and any other criteria established by the 1940 Act
related to service as a trustee of a management investment company or the permitted composition of the board of trustees of a management
investment company, together with information regarding such Proposed Nominee that will be sufficient, in the discretion of the Trustees,
to examine such representation; and
(12)
any other information regarding such Proposed Nominee that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitation of proxies for election of Trustees pursuant to Section 14 of the Exchange Act and
the rules and regulations promulgated thereunder, whether or not the nominating Shareholder intends to deliver a proxy statement or solicit
proxies and whether or not a Contested Election is involved;
(ii)
the written and signed consent of each Proposed Nominee to be named as a nominee and to serve as a Trustee if elected; and
(iii)
the written and signed certification of each Proposed Nominee that (a) all information regarding such Proposed Nominee included
in and/or accompanying the Shareholder Notice is true, complete and accurate, (b) such Proposed Nominee is not, and will not become a
party to, any agreement, arrangement or understanding (whether written or oral) with any Person other than the Trust in connection with
service or action as a Trustee of the Trust that has not been disclosed to the Trust, (c) the Proposed Nominee satisfies the qualifications
of persons nominated or seated as Trustees as set forth in Section 3.10 of these By-Laws at the time of their nomination, and (d) such
Proposed Nominee will continue to satisfy the qualifications of persons nominated or seated as Trustees as set forth in Section 3.10 of
these By-Laws at the time of their election, if elected.
(d)
In addition:
(i)
Each Proposed Nominee and/or any nominating Shareholder shall furnish any other information as the Trustees may reasonably request
regarding any such Proposed Nominee and/or such nominating Shareholder, and such other information shall be received by the Secretary
at the principal executive offices of the Trust not later than seven (7) calendar days after the first request by or on behalf of the
Trustees for such other information was sent to such Shareholder, group of Shareholders or Proposed Nominee. Any request for any such
other information that is not answered in a reasonably complete, accurate, diligent and good faith manner, or that is not timely received
by the Trust in accordance with this Section 2.6(d)(i), will render the nomination ineffective for failure to satisfy the requirements
of these By-Laws. If the same request for such other information is sent to multiple Persons, then the earliest such date and time on
which such request for information was sent shall apply for the purpose of determining compliance with this Section 2.6(d)(i).
(ii)
Without limiting the foregoing, each Proposed Nominee shall, as required by the Trustees, complete and duly execute a questionnaire
(which questionnaire shall be provided by the Trust and designed to obtain information relating to the Proposed Nominee that would be
required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a trustee in an election
contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case
pursuant to Regulation 14A (or any successor provision) under the Exchange Act, would be required pursuant to the rules of any national
securities exchange on which any Shares of the Trust are listed or over-the-counter market on which any securities of the Trust are traded,
would be necessary to establish that the Proposed Nominee satisfies the qualifications of persons nominated or seated as Trustees set
forth in Section 3.10 of these By-Laws or would be necessary to comply with legal and regulatory requirements applicable to the Trust)
(the “Questionnaire”); any Questionnaire that is not completed in a reasonably complete, diligent, accurate and good faith
manner, or that is not duly executed and received by the Secretary of the Trust at the principal executive offices of the Trust not later
than seven (7) calendar days after the Trustees or its designee first sends the Questionnaire to such Proposed Nominee, will render the
nomination ineffective for failure to satisfy the requirements of these By-Laws.
(iii)
Each Proposed Nominee shall, as required by the Trustees, sit for an interview with one or more Trustees or their representatives,
which interview may, in the discretion of the Trustees be conducted by means of remote communication. Refusal by a Proposed Nominee to
participate in such interview will render the nomination ineffective for failure to satisfy the requirements of these By-Laws.
(iv)
Each Proposed Nominee shall, as required by the Trustees, consent to and cooperate with a background screening conducted by a background
screening company with experience in conducting background screenings of public company directors selected by the Trustees. Refusal by
a Proposed Nominee to cooperate with such a background screening will render the nomination ineffective for failure to satisfy the requirements
of these By-Laws.
(v)
Each Proposed Nominee shall, as required by the Trustees, agree to Board Conduct Policies adopted by the Trustees pursuant to Section
3.8 of these By-Laws. Refusal by a Proposed Nominee to agree to such Board Conduct Policies will render the nomination ineffective for
failure to satisfy the requirements of these By-Laws.
(e)
Without limiting the foregoing, any Shareholder who gives a Shareholder Notice of any matter proposed to be brought before a Shareholder
meeting (whether or not involving nominees for Trustees) shall deliver, as part of such Shareholder Notice:
(i)
the description of and text of the proposal to be presented (including the text of any resolutions proposed for consideration);
a brief written statement of the reasons why such Shareholder favors the proposal of the business; and any material interest of such Shareholder
and the beneficial owner, if any, on whose behalf the proposal is made in such business.
(ii)
As to the Shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:
(1)
the name and address of such Shareholder, as they appear on the Trust’s books, and of such beneficial owner;
(2)
the class or series and number of Shares which are owned beneficially and of record by such Shareholder and such beneficial owner
and their respective Shareholder Associates;
(3)
the name of each nominee holder of Shares owned beneficially but not of record by such Shareholder and such beneficial owner and
their respective Shareholder Associates, and the number of such Shares held by each such nominee holder;
(4)
a description of any agreement, arrangement or understanding (whether written or oral) with respect to the nomination or proposal
between or among such Shareholder and such beneficial owner, any of their respective Shareholder Associates, and any others Person or
Persons (including their names) in connection with the proposal of such business and any material interest of such Person in such business,
including any anticipated benefit therefrom to such Person;
(5)
a description of any agreement, arrangement or understanding, whether written or oral (including any derivative or short positions,
profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares), that
has been entered into as of the date of the Shareholder’s notice by, or on behalf of, such Shareholder and such beneficial owners
or their respective Shareholder Associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price
changes for, or increase or decrease the voting power of, such Shareholder or such beneficial owner or their respective Shareholder Associates,
with respect to Shares of the Trust; and
(6)
a description of all commercial and professional relationships and transactions between or among such Shareholder and such beneficial
owners or their respective Shareholder Associates, and any other Person or Persons known to such Shareholder and such beneficial owners
or their respective Shareholder Associates to have a material interest in the matter that is the subject of such notice;
(iii)
any other information relating to such Shareholder and such beneficial owner that would be required to be disclosed in a proxy
statement or other filing required to be made in connection with the solicitation of proxies by such Person with respect to the proposed
business to be brought by such Person before the annual meeting pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder, whether or not the Shareholder submitting the notice intends to deliver a proxy statement or solicit proxies;
(iv)
a representation that the Shareholder is a holder of record of Shares of the Trust entitled to vote on such proposal or nomination
at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination; and
(v)
a representation whether the Shareholder or the beneficial owner is part of, or intends to form, a group which intends (1) to deliver
a proxy statement and/or form of proxy to holders of at least the percentage of the Trust’s outstanding Shares required to approve
or adopt the proposal or elect the nominee and/or (2) otherwise to solicit proxies from Shareholders in support of such proposal or nomination.
(f)
If information submitted pursuant to this Section 2.6 by a Shareholder providing notice of any nomination or other business proposed
to be brought before a meeting of Shareholders or a Proposed Nominee shall be incomplete or inaccurate, the Shareholder Notice shall be
ineffective for failure to satisfy the requirements of these By-Laws.
(g)
If information submitted pursuant to this Section 2.6 by a Shareholder providing notice of any nomination or other business proposed
to be brought before a meeting of Shareholders or a Proposed Nominee shall become incomplete or inaccurate in any way, such Shareholders
or a Proposed Nominee shall notify the Trust in writing of any inaccuracy or change and update and supplement such information to cause
it to be complete and accurate within seven (7) calendar days of becoming aware of such inaccuracy. If a Shareholder or Proposed Nominee
fails to provide such written notification and update within such period, the information that was or becomes inaccurate shall be deemed
not to have been provided in accordance with this Section 2.6 and, accordingly, will render the Shareholder Notice ineffective for failure
to satisfy the requirements of these By-Laws.
(h)
Upon written request by the Secretary of the Trust or the Trustees, a Shareholder providing notice of any nomination or other business
proposed to be brought before a meeting of Shareholders or a Proposed Nominee shall provide, within seven (7) calendar days of the sending
of such request, a written certification of the accuracy of all information submitted by the Shareholder or Proposed Nominee pursuant
to this Section 2.6 (as updated or supplemented pursuant to paragraph (g)) as of the date of such written request. Failure to provide
such written certificate in a timely manner will render the Shareholder Notice ineffective for failure to satisfy the requirements of
these By-Laws.
(i)
Within seven (7) calendar days after the record date for determining the Shareholders entitled to receive notice of the annual
meeting of Shareholders, a Shareholder providing notice of any nomination or other business proposed to be brought before a meeting of
Shareholders or a Proposed Nominee shall provide a written certification of the accuracy of all information submitted by the Shareholder
or Proposed Nominee pursuant to this Section 2.6 (as updated or supplemented pursuant to paragraph (g)) as of the record date. Failure
to provide such written certificate in a timely manner will render the Shareholder Notice ineffective for failure to satisfy the requirements
of these By-Laws.
(j)
The notice requirements of this Section 2.6 shall be deemed satisfied by a Shareholder with respect to business other than a nomination
if the Shareholder has notified the Trust in compliance with Rule 14a-8 promulgated under the Exchange Act (or any successor provision
of law) of his, her or its intention to present a proposal upon which such Shareholder is entitled to vote at a meeting of Shareholders
and such Shareholder’s proposal has been included in a proxy statement that has been prepared by the Trust to solicit proxies for
such annual or special meeting. Nothing in this Section 2.6(j) shall limit the Trust’s ability to exclude such a proposal in accordance
with Rule 14a-8 (or any successor provision thereto).
(k)
In no event shall an adjournment or postponement (or a public announcement thereof) of a meeting of Shareholders commence a new
time period (or extend any time period) for the giving of notice as provided in this Section 2.6.
(l)
Except as otherwise provided by law, the chair of any meeting of Shareholders, in addition
to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty:
(i)
to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in Section 2.6 (including whether the Shareholder or beneficial owner, if any, on whose
behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be,
proxies in support of such Shareholder’s nominee or proposal in compliance with such Shareholder’s representation as required
by Section 2.6), and
(ii)
if any proposed nomination or business was not made or proposed in compliance with Section 2.6, to declare that such proposed nomination
shall be disregarded or that such proposed business shall not be transacted; provided, however, that such proposed nomination or such
proposed business shall not be presumed to be valid in the absence of such a declaration.
(m)
Determinations by the Trustees or the chair of a meeting of Shareholders with respect to the compliance of any proposed nomination
or business and/or any information submitted to the Trust by a Shareholder or Proposed Nominee pursuant to this Section 2.6 shall be final
and binding unless determined by a court of competent jurisdiction to have been made in bad faith.
(n)
Notwithstanding anything to the contrary in this Section 2.6 or otherwise in these By-Laws, unless required by applicable law,
no matter shall be considered at or brought before any meeting of Shareholders unless such matter has been deemed a proper matter for
Shareholder action by the Chair, the Chief Administrative Officer or at least sixty-six and two-thirds percent (66 2/3%) of the Trustees.
Section 2.7
Quorum and Action.
(a)
The holders of a majority of the Shares entitled to vote at a meeting are a quorum for the transaction of business. If a quorum
is present when a duly called or held meeting is convened, the Shareholders present may continue to transact business until adjournment,
even though the withdrawal of a number of Shareholders originally present leaves less than the proportion or number otherwise required
for a quorum. Notwithstanding the foregoing, when the holders of Preferred Shares are entitled to elect any of the Trust’s Trustees
by class vote of such holders, the holders of thirty-three and one-third percent (33 1/3%) of the Shares entitled to vote at a meeting
shall constitute a quorum for the purpose of such an election. For the purposes of establishing whether a quorum is present, all Shares
entitled under the provisions of the Declaration or these By-Laws to vote at the meeting and present in person or by properly submitted
proxy, including abstentions and broker non-votes, shall be counted.
(b)
The Shareholders shall take action by the affirmative vote of the holders of a majority of the Shares present and entitled to vote
at a meeting of Shareholders at which a quorum is present, except as may be otherwise required by the 1940 Act, the Declaration of Trust,
any resolution of the Trustees which authorizes the issuance of Preferred Shares or the written statement setting forth the relative rights
and preferences of the Preferred Shares; provided that (i) with respect to a Contested Election the affirmative vote of a majority of
the Shares outstanding and entitled to vote with respect to such matter at such meeting shall be the act of Shareholders with respect
to such matter and (ii) with respect to the election of Trustees, other than a Contested Election, the affirmative vote of a plurality
of the Shares present and entitled to vote at a meeting of Shareholders at which a quorum is present shall be the act of the Shareholders
with respect to such matter..
(c)
Any purported vote of any Shareholders at any meeting of Shareholders that does not meet the requirements of applicable state or
federal law may be disregarded as invalid if so determined by the Trustees or the chair of such meeting. In such event, such Shares may
nevertheless be counted for purposes of determining whether or not a quorum is present at such meeting.
Section 2.8
Voting. At each meeting of the Shareholders, every holder of Shares then entitled to vote may vote in person or by proxy and,
except as otherwise provided by the 1940 Act, the Declaration of Trust or any resolution of the Trustees which authorizes the issuance
of Preferred Shares, shall have one vote for each Share, and a proportional fractional vote for each fractional Share, registered in his
or her name.
Section
2.9
Proxy Representation. At any meeting of Shareholders, any holder of Shares entitled to vote thereat may vote by proxy, provided
that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary, or with such other officer or
agent of the Trust as the Trustees or officers may direct, for verification prior to the time at which such vote shall be taken. In connection
with the solicitation of proxies by the Trustees, a Shareholder may give instructions, through telephonic or electronic methods of communication
or via the Internet, for another person to execute his or her proxy if, in each case, such method has been authorized by the Trust by
its officers, and pursuant in each case to procedures established or approved by the officers of the Trust or agents employed by the Trust
for such purpose as reasonably designed to verify that such instructions have been authorized by such Shareholder; and the placing of
a Shareholder’s name on a proxy pursuant to such instructions shall constitute execution of such proxy by or on behalf of such Shareholder.
Pursuant to a vote of the Trustees, proxies may be solicited by the Trustees in the name of one or more Trustees and/or one or more of
the officers of the Trust, in each case with right of substitution. If a proxy is solicited by any Person other than the Trustees,
such a proxy may be authorized by a Shareholder only by written instrument or through telephonic
or electronic methods of communication or via the Internet pursuant to procedures reasonably designed to verify that such instructions
have been authorized by such Shareholder. When any Share is held jointly by several persons, any one of them may vote at any meeting in
person or by proxy in respect of such Share, but if more than one of them shall be present at such meeting, in person or by proxy, and
such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Share,
but shall be counted as present at the meeting for all other purposes. If the holder of any such Share is a minor or a person of unsound
mind, and subject to guardianship or to the legal control of any other person as regards the charge or management of such Share, such
Share may be voted by such guardian or such other person appointed or having such control, and such vote may be given in person or by
proxy. Unless otherwise specifically limited by their terms, proxies shall entitle the holder thereof to vote at any postponement or adjournment
of a meeting, and no proxy shall be valid after eleven months from its date unless a longer period is expressly provided in the appointment.
No appointment is irrevocable unless the appointment is coupled with an interest in the Shares or in the Trust. A Shareholder who has
submitted a proxy may revoke or withdraw the proxy with respect to any matter to be considered at a meeting or any adjournment or postponement
thereof if such revocation or withdrawal is properly received prior to the vote on that matter, by delivering a duly executed proxy bearing
a later date or by attending the meeting or the adjournment or postponement thereof and voting in person on the matter or matters.
Section
2.10 Inspectors of
Election. In advance of any meeting of Shareholders, the Trustees, or at any such meeting, the Trustees or the chair of the meeting,
may appoint one or more persons to act as inspectors of election at the meeting or any adjournment thereof (“Inspectors of Election”).
Unless otherwise instructed by the Trustees, or by the chair of the meeting, the Inspectors of Election shall (a) determine (i) the number
of Shares outstanding on the record date and entitled to vote and the number of such Shares represented at the meeting, (ii) the existence
of a quorum, and (iii) the authenticity, validity and effect of proxies; (b) receive votes, ballots or consents; (c) hear and determine
all challenges and questions in any way arising in connection with the right to vote; (iv) count and tabulate all votes and consents and
determine the results; and (v) take such other actions as may be proper to conduct the election or vote.
Section 2.11
Conduct of Meetings. The Trustees may adopt by resolution such rules and regulations for the conduct of any meeting of the
Shareholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Trustees,
the chair of any meeting of Shareholders shall have the authority to prescribe such rules, regulations and procedures and to take all
such actions as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures,
whether adopted by the Trustees or prescribed by the chair of the meeting, may include, without limitation, the following: (i) the establishment
of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter
to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations
on attendance at and participation in the meeting to Shareholders, their duly authorized and constituted proxies or such other Persons
as the chair of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof;
(vi) limitations on the time allotted to questions or comments by Shareholders; and (vii) the extent to which, if any, other participants
are permitted to speak.
Section 2.12
Adjourned and Postponed Meetings. Any meeting of Shareholders, whether or not a quorum is present, may, by announcement
by the chair of the meeting, be adjourned with respect to one or more or all matters to be considered at the meeting from time to time
to a designated time and place (or to be held in accordance with Section 2.1(b) hereof), even if the new date of the meeting is more than
one hundred twenty (120) days after the date initially set for the meeting. No notice of the adjournment need be given where the date,
time and place of the meeting were announced at the time of the adjournment. Any meeting of Shareholders may be postponed prior to the
meeting by the Trustees or by the officers of the Trust, and announcement of such postponement may be made by press release or other means
of public communication as permitted or required by applicable law. Any adjourned or postponed meeting may reconvene or convene as designated
or announced, and when a quorum is present any business may be transacted which might have been transacted at the meeting as originally
called.
Section 2.13
Action by Written Consent in Lieu of Meeting of Shareholders. See Section 6.3 of these By-Laws.
ARTICLE
III
TRUSTEES
Section 3.1
Qualifications, Number, Vacancies and Classes.
(a)
Each Trustee shall be a natural person. A Trustee need not be a Shareholder, a citizen of the United States, or a resident of the
Commonwealth of Massachusetts. The number of Trustees of the Trust and the filling of vacancies shall be as provided in the Declaration
of Trust.
(b)
The Trustees shall be classified by resolution into the following three classes to be elected by the holders of the outstanding
Common Shares and outstanding Preferred Shares, if any, voting together as a single class, each to serve for three year terms (with the
exception of the initial appointment or election of Trustees as provided below): Class I, Class II and Class III. Upon their initial election
or appointment, such resolution electing or appointing the Trustees shall designate the Class of Trustees designated to serve for a term
expiring at the first succeeding annual meeting subsequent to their election or thereafter when their respective successors are elected
and qualified, the Class of Trustees designated to serve for a term expiring at the second succeeding annual meeting subsequent to their
election or thereafter when their respective successors are elected and qualified, and the Class of Trustees designated to serve for a
term expiring at the third succeeding annual meeting subsequent to their election or thereafter when their respective successors are elected
and qualified. At each subsequent annual meeting, the Trustees chosen to succeed those whose terms are expiring shall be identified as
being of the same class as the Trustees whom they succeed and shall be elected for a term expiring at the time of the third succeeding
annual meeting subsequent to their election or thereafter in each case when their respective successors are elected and qualified.
(c)
Upon or prior to the issuance of any Preferred Shares, the Trustees shall designate by resolution two Trustees to be appointed
to serve as Trustees elected solely by the holders of the outstanding Preferred Shares (the “Preferred Trustees”).
The Preferred Trustees shall initially be elected or appointed as Trustees for a term expiring at the first succeeding annual meeting
subsequent to their election or appointment. At each subsequent annual meeting at which holders of Preferred Shares are entitled to vote,
the Preferred Trustees shall be elected for a term expiring at the time of the next succeeding annual meeting subsequent to their election
held for the election of Trustees of Class I, Class II or Class III or thereafter when their respective successors are elected and qualified.
(d)
The Trustees shall only be elected at annual meetings or at a special meeting of Shareholders at which Trustees are to be elected
as determined by the Trustees and set forth in the Trust’s notice of meeting pursuant to Section 2.5. Shareholders may not call
a special meeting for the purpose of electing Trustees, but, if Trustees are to be elected at a special meeting of Shareholders as determined
by the Trustees, Shareholders may nominate individuals for election at such meeting in accordance with Section 2.6.
Section 3.2
Powers. The business and affairs of the Trust shall be managed under the direction of the Trustees. All powers
of the Trust may be exercised by or under the authority of the Trustees, except those conferred on or reserved to the Shareholders
by statute, the Declaration of Trust or these By-Laws.
Section
3.3 Meetings. Regular meetings of the Trustees may be held without notice at such times as the Trustees shall fix, except to the
extent notice of such meeting is required by the Declaration of Trust, these By-Laws or applicable law, in which case at least twenty-four
(24) hours’ notice shall be given. Special meetings of the Trustees may be called by the Chair or the Chief Administrative Officer,
and shall be called at the written request of two or more Trustees. Unless waived by each Trustee, twenty-four (24) hours’ notice
of special meetings shall be given to each Trustee in person, by mail, by telephone, by means of electronic communication, or by any other
means that reasonably may be expected to provide similar notice. Except as otherwise provided in these By-Laws, notice of special meetings
need not state the purpose or purposes thereof. Meetings of the Trustees may be held at any place within or outside the Commonwealth of
Massachusetts. Meetings of the Trustees or a committee of the Trustees may be held by any means of remote communication through which
the Trustees may simultaneously hear each other or both at a physical location and by means of such remote communication, provided
that the notice requirements have been met (or waived) and if the number of Trustees participating would be sufficient to constitute a
quorum at such meeting. Participation in such meeting by means of remote communication constitutes presence at the meeting.
Section 3.4
Quorum and Action. A majority of the Trustees currently holding office, or in the case of a meeting of a committee of the Trustees,
a majority of the members of such committee, shall constitute a quorum for the transaction of business at any meeting. If a quorum is
present when a duly called or held meeting is convened, the Trustees present may continue to transact business until adjournment, even
though the withdrawal of a number of Trustees originally present leaves less than the proportion or number otherwise required for a quorum.
At any duly held meeting at which a quorum is present, the affirmative vote of the majority of the Trustees present shall be the act of
the Trustees or the committee, as the case may be, on any question, except where the act of a greater number is required by these By-Laws
or by the Declaration of Trust.
Section 3.5
Emergencies. Notwithstanding any other provision
in the Declaration of Trust or these By-Laws, this Section 3.5 shall apply during the existence of any catastrophe, or other similar emergency
condition, as a result of which a quorum of the Trustees under Section 3.4 of these By-Laws cannot readily be obtained (an “Emergency”).
During any Emergency, unless otherwise provided by the Trustees, (i) a meeting of the Trustees or a committee of the Trustees may be called
by any Trustee or officer by any means feasible under the circumstances; (ii) notice of any meeting of the Trustees during such an Emergency
may be given upon less than the time period otherwise required by these By-Laws to as many Trustees and by such means as may be feasible
at the time; and (iii) the number of Trustees necessary to constitute a quorum shall be one-third of the Trustees.
Section 3.6
Action by Written Consent in Lieu of Meetings of Trustees. See Section 6.3 of these By-Laws.
Section 3.7 Committees. The Trustees, by resolution adopted by the affirmative vote of a majority of the Trustees, may designate from their
members an Executive Committee, an Audit Committee and any other committee or committees, each such committee to consist of two or more
Trustees and to have such powers and authority (to the extent permitted by law) as may be provided in such resolution. Any such committee
may be terminated at any time by the affirmative vote of a majority of the Trustees.
Section 3.8
Board Conduct Policies. The Trustees may from time to time require all Trustees (and any nominee or Proposed Nominee) to agree
in writing as to matters of corporate governance, business ethics and confidentiality (“Board Conduct Policies”) while
such person serves as a Trustee, such agreement to be on the terms and in a form determined satisfactory by the Trustees, as amended and
supplemented from time to time in the discretion of the Trustees. Such Board Conduct Policies may provide that the Trustees may determine
that willful violations by a Trustee of such Board Conduct Policies shall constitute willful misconduct by such Trustee.
Section 3.9
Ratification. The Trustees may ratify any act, omission, failure to act or determination made not to act (an “Act”)
by the Trust or its officers to the extent that the Trustees could have originally authorized the Act and, if so ratified, such Act shall
have the same force and effect as if originally duly authorized, and such ratification shall be binding upon the Trust and its Shareholders.
Any Act questioned in any proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director,
officer or Shareholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise,
may be ratified, before or after judgment, by the Trustees, and such ratification shall constitute a bar to any claim or execution of
any judgment in respect of such questioned Act.
Section 3.10
Qualifications of Persons Nominated or Seated as Trustees. After any Shares have been
publicly offered, only individuals satisfying the following qualification requirements applicable to all Trustees may be nominated, elected,
appointed, qualified or seated (“nominated or seated”) to serve as a Trustee
unless a majority of the Trustees then in office shall have determined by resolution that failure to satisfy a particular qualification
requirement will not present undue conflicts or impede the ability of the individual to discharge the duties of a Trustee or the free
flow of information among Trustees or between the Trust’s investment adviser and the Trustees:
(a)
An individual nominated or seated as a Trustee shall not have been charged with a criminal
offense involving moral turpitude, dishonesty or breach of trust.
(b)
An individual nominated or seated as a Trustee shall not have been convicted or have plead
guilty or nolo contendere with respect to a felony under the laws of the United States or any state thereof.
(c)
An individual nominated or seated as a Trustee shall not be, and shall not at any time have
been, subject to any censure, order, consent decree (including consent decrees in which the individual has neither admitted nor denied
the findings) or adverse final action of any federal, state or foreign governmental or regulatory authority (including self-regulatory
organizations), barring or suspending such individual from participation in or association with any investment-related business or restricting
such individual’s activities with respect to any investment-related business.
(d)
An individual nominated or seated as a Trustee shall not have engaged in any conduct which
has resulted in the Commission censuring, placing limitations on the activities, functions, or operations of, suspending, or revoking
the registration of any investment adviser under Section 203(e) or (f) of the Investment Advisers Act of 1940.
(e)
An individual nominated or seated as a Trustee shall not be, and shall not at any time have
been, ineligible to serve or act in the capacity of employee, officer, director, member of an advisory board, investment adviser, or depositor
of any registered investment company pursuant to Section 9(a) of the 1940 Act in the absence of an exemptive order under Section 9(c)
of the 1940 Act.
(f)
An individual nominated or seated as a Trustee shall not have been charged, convicted, have
pled guilty or nolo contender, been subject to any censure, order, consent decree (including consent decrees in which the individual has
neither admitted nor denied the findings) or final action or finding of any federal, state or foreign governmental or regulatory authority
(including self-regulatory organizations) with respect to any conduct that pursuant to Section 9(b) of the 1940 Act could constitute a
basis for the Commission to by order prohibit, conditionally or unconditionally, such individual from serving or acting as an employee,
officer, director, member of an advisory board, investment adviser or depositor of, or principal underwriter for a registered investment
company, regardless of whether or not any such prohibition has been ordered.
(g)
An individual nominated or seated as a Trustee shall not fail to comply with any other criteria established by or pursuant to the
1940 Act related to service as a trustee of a management investment company.
(h)
An individual nominated or seated as a Trustee shall not cause (in the case of a nomination,
if seated) the Fund to fail to comply with any criteria established by or pursuant to the 1940 Act governing the permitted composition
of the board of trustees of a registered investment company.
(i)
An individual nominated or seated as a Trustee shall not serve as a trustee or director (or
person performing similar functions) of more than three (3) companies having securities registered under the Exchange Act or treated as
public reporting companies under any comparable regulatory regime (the Trust and all other investment companies having the same investment
adviser or investment advisers in a control relationship with each other shall all be counted as a single company for this purpose).
(j)
An individual nominated or seated as a Trustee shall not, during the year of the election or nomination of such individual
and during the immediately preceding calendar year, be, have been, or have been nominated or seated as, officer, general partner,
manager, managing member, member of an advisory board, trustee or director (or person performing similar functions) of any
investment company registered under the 1940 Act or other collective investment vehicle that would be an investment company, as
defined in the 1940 Act, but for Section 3(c)(1), 3(c)(7) or 3(c)(11) of the 1940 Act (other than the Trust and other investment
vehicles having the same investment adviser as the Trust or an investment adviser in a control relationship with the investment
adviser of the Trust).
(k)
Only individuals satisfying the following additional qualification requirements applicable to Non-Management Trustees may be
nominated or seated to serve as Non-Management Trustees:
(i)
An individual nominated or seated as a Non-Management Trustee shall not be an “interested person” (as defined in the
1940 Act) of the Trust.
(ii)
An individual nominated or seated as a Non-Management Trustee shall not be an “affiliated
person” (as defined in the 1940 Act) of the Trust or an affiliated person of such a person.
(iii)
An individual nominated or seated as a Non-Management Trustee shall not directly or indirectly
own beneficially, or be a member of a group of Shareholders party to an agreement, arrangement or practice for sharing information or
decisions concerning Shareholder actions or the acquisition, disposition or voting of Shares, who together directly or indirectly own
beneficially five percent (5%) or more of the outstanding Shares of any class of Shares of the Trust (each such Person and each member
of such a group, a “5% Holder”), may not control or act in concert with
a 5% Holder, and may not be an immediate family member of a 5% Holder or of a Person who controls or acts in concert with a 5% Holder.
(iv)
An individual nominated or seated as a Non-Management Trustee shall not, and any immediate
family member of such nominee shall not, during the year of the election or nomination of such individual and during the immediately preceding
calendar year, be or have been an employee, officer, general partner, manager, managing member, trustee or director (or person performing
similar functions) of a 5% Holder or any Person in a control relationship with or who acts in concert with a 5% Holder.
(v)
An individual nominated or seated as a Non-Management Trustee shall not, and any immediate
family member of such nominee shall not, during the year of the election or nomination of such individual and during the immediately preceding
calendar year, accept or have accepted directly or indirectly any consulting, advisory, or other compensatory fee from a 5% Holder or
from any Person in a control relationship with or who acts in concert with a 5% Holder.
(vi)
An individual nominated or seated as a Non-Management Trustee shall not, and any immediate
family member of such individual shall not, control or act in concert with any 12(d) Holder or any Person in a control relationship with
a 12(d) Holder.
(vii)
An individual nominated or seated as a Non-Management Trustee shall not, and any immediate
family member of such individual shall not, during the year of the election or nomination of such individual and during the immediately
preceding calendar year, be or have been an employee, officer, general partner, manager, managing member, trustee or director (or person
performing similar functions) of a 12(d) Holder or any Person in a control relationship with a 12(d) Holder or who acts in concert with
a 12(d) Holder.
(viii)
An individual nominated or seated as a Non-Management Trustee shall not, and any immediate
family member of such individual shall not, during the year of the election or nomination of such individual and during the immediately
preceding calendar year, accept or have accepted any consulting, advisory, or other compensatory fee from a 12(d) Holder or a Person in
a control relationship with a 12(d) Holder or who acts in concert with a 12(d) Holder.
Section 3.11
The Chair of the Board of Trustees. The Chair of the Board of Trustees (the “Chair”) shall be elected from among
the Trustees. He or she shall when present, preside at all meetings of the Trustees. He or she 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 Trustees or by these By-Laws.
Section 3.12
No Increased Liability For Certain Trustees. The appointment, designation, or identification (including in any proxy or registration
statement or other document) of a Trustee as Chair, a member or chair of a committee of the Trustees, an expert on any topic or in any
area (including an audit committee financial expert) or as having experience, attributes or skills in any area, or any other appointment,
designation, or identification of a Trustee, shall not impose on that person any standard of care or liability that is greater than that
imposed on that person as a Trustee in the absence of the appointment, designation, or identification, and no Trustee who has special
attributes, skills, experience, or expertise, or is appointed, designated, or identified as aforesaid, shall be held to a higher standard
of care by virtue thereof. In addition, no appointment, designation, or identification of a Trustee as aforesaid shall affect in any way
that Trustee’s rights or entitlement to indemnification or advancement of expenses.
ARTICLE
IV
OFFICERS
Section 4.1
Number and Qualifications. The officers of the Trust shall include a Chief Administrative Officer, a Controller, one or more
Vice Presidents, a Treasurer, a Secretary and the Chief Compliance Officer. Any two or more offices may be held by the same person. Unless
otherwise determined by the Trustees, each officer shall be appointed by the Trustees for a term which shall continue until his or her
successor shall have been duly elected and qualified, or until his or her death, or until he or she shall have resigned or have been removed,
as hereinafter provided in these By-Laws. The Trustees may from time to time elect, or delegate to the Chair or the Chief Administrative
Officer, or both, the power to appoint, such officers (including one or more Assistant Vice Presidents, one or more Assistant Treasurers
and one or more Assistant Secretaries) and such agents as may be necessary or desirable for the business of the Trust. Such other officers
shall hold office for such terms as may be prescribed by the Trustees or by the appointing authority. The Chair is not deemed to be an
officer of the Trust by virtue of serving as Chair.
Section 4.2
Resignations. Any officer of the Trust may resign at any time by giving written notice of his or her resignation to
the Trustees, the Chair, the Chief Administrative Officer or the Secretary. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt, and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.3
Removal. The Chief Administrative Officer, the Controller, any Vice President, the Treasurer, the Secretary or the Chief Compliance
Officer may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the Trustees
present at a duly convened meeting of the Trustees. Any other officer may be removed at any time, with or without cause, by the Chair,
the Chief Administrative Office or the Trustees.
Section 4.4
Vacancies. A vacancy in the office of the Chief Administrative Officer, the Controller, any Vice President or Executive Vice
President, the Treasurer, the Secretary or the Chief Compliance Officer because of death, resignation, removal, disqualification or any
other cause, may be filled by appointment made by the Trustees, and the vacancy of any other office may be filled by appointment made
by the Chair or the Chief Administrative Officer.
Section 4.5
The Chief Administrative Officer. The Chief Administrative Officer shall be the chief executive and operating officer of the
Trust and, subject to the Board, he or she shall have general authority over and general management and control of the business and affairs
of the Trust. In general, he or she shall discharge all duties incident to the offices of Chief Administrative Officer, chief executive,
chief operating officer and president of the Trust and such other duties as may be prescribed by the Trustees from time to time. The Chief
Administrative Officer shall be authorized to do or cause to be done all things necessary or appropriate, including preparation, execution
and filing of any documents, to effectuate the registration from time to time of the Common Shares or Preferred Shares of the Trust with
the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”). Without
limiting the foregoing, the Chief Administrative Officer shall have any and all of the powers and duties assigned to the president of
the Trust under the Declaration of Trust.
In the absence of the Chief
Administrative Officer or in the event of his or her disability, or inability to act or to continue to act, the Trustees may appoint a
temporary Chief Administrative Officer who, when so acting, shall have all the powers of, and be subject to all the restrictions upon,
the Chief Administrative Officer. In the absence of any such appointment, the Secretary shall perform the duties of the Chief Administrative
Officer and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chief Administrative Officer.
Section 4.6
Vice Presidents. Each Vice-President shall perform all such duties as from time to time may be assigned to him by the Trustees,
the Chair or the Chief Administrative Officer.
Section
4.7 Controller.
The Controller shall:
(a)
keep accurate financial records for the Trust;
(b)
render to the Chair, the Chief Administrative Officer and the Trustees, whenever requested, an account of all transactions by and
of the financial condition of the Trust; and
(c)
in general, perform all the duties incident to the office of Controller and such other duties as from time to time may be assigned
to him by the Trustees, the Chair or the Chief Administrative Officer.
Section 4.8
Treasurer. The Treasurer shall:
(a)
have charge and custody of, and be responsible for, all the funds and securities of the Trust, except those which the Trust has
placed in the custody of a bank or trust company pursuant to a written agreement designating such bank or trust company as custodian of
the property of the Trust, as required by Section 6.6 of these By-Laws;
(b)
deposit all money, drafts, and checks in the name of and to the credit of the Trust in the banks and depositories designated by
the Trustees;
(c)
endorse for deposit all notes, checks, and drafts received by the Trust making proper vouchers therefor:
(d)
disburse corporate funds and issue checks and drafts in the name of the Trust, as ordered by the Trustees; and
(e)
in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned
to him by the Trustees, the Chair or the Chief Administrative Officer.
Section 4.9
Secretary. The Secretary shall:
(a)
keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Trustees, the committees
of the Trustees and the Shareholders;
(b)
see that all notices are duly given in accordance with the provisions of these By-Laws and as required by statute;
(c)
be custodian of the records of the Trust, other than those kept by other officers or agents;
(d)
see that the books, reports, statements, certificates and other documents and records required by statute to be kept and filed
are properly kept and filed; and
(e)
in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned
to him by the Trustees, the Chair or the Chief Administrative Officer.
Section 4.10
Chief Compliance Officer. The Chief Compliance Officer shall be the principal compliance officer of the Trust. The Chief Compliance
Officer shall have the authority, duties and responsibilities of a chief compliance officer as set forth in Rule 38a-1 under the 1940
Act. The Chief Compliance Officer shall be appointed by, and may only be removed by, and his or her compensation shall be subject to approval
of, the Trustees, including a majority of the Trustees who are not “interested persons” of the Trust within the meaning of
the 1940 Act.
Section 4.11
Compensation. The compensation, if any, of all officers shall be fixed by the Trustees.
ARTICLE
V
SHARES
Section 5.1
Share Certificates. No certificates representing Common Shares or Preferred Shares shall be issued except as the Trustees may
otherwise authorize.
Section 5.2
Share Records. The Trust shall keep at its principal executive office, or at another place or places within the United States
determined by the Trustees, a share register not more than one year old, containing the names and addresses of the Shareholders and the
number of Shares held by each Shareholder. The Trust shall also keep, at its principal executive office, or at another place or places
within the United States determined by the Trustees, a record of the dates on which certificates representing Shares, if any, were issued.
Section 5.3
Share Transfers. Upon compliance with any provisions restricting the transferability of Shares that may be set forth in the
Declaration of Trust, these By-Laws, or any resolution or written agreement in respect thereof, transfers of Shares of the Trust shall
be made only on the books of the Trust by the registered holder thereof, or by his or her attorney thereunto authorized by power of attorney
duly executed and filed with an officer of the Trust, or with a transfer agent or a registrar, and on surrender of any certificate or
certificates for such Shares properly endorsed and the payment of all taxes thereon. Except as may be otherwise provided by applicable
law or these By-Laws, the person in whose name Shares stand on the books of the Trust shall be deemed the owner thereof for all purposes
as regards the Trust; provided that whenever any transfer of Shares shall be made for collateral security, and not absolutely, such fact,
if known to an officer of the Trust, shall be so expressed in the entry of transfer.
Section 5.4
Regulations. The Trustees may make such additional rules and regulations, not inconsistent with these By-Laws, as they may
deem expedient concerning the issue, certification, transfer and registration of Shares of the Trust. They may appoint, or authorize any
officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more registrars and may require
all certificates for Shares to bear the signature or signatures of any of them.
Section 5.5
Lost, Destroyed or Mutilated Certificates. The
holder of any certificate representing Shares of the Trust shall immediately notify the Trust of any loss, destruction or mutilation of
such certificate, and the Trust may issue a new certificate in the place of any certificate theretofore issued by it which the owner thereof
shall allege to have been lost or destroyed or which shall have been mutilated, and the Trustees may, in their discretion, require such
owner or his or her legal representatives to give to the Trust a bond in such sum, limited or unlimited, and in such form and with such
surety or sureties as the Trustees in their absolute discretion shall determine, to indemnify the Trust against any claim that may be
made against it on account of the alleged loss or destruction of any such certificate, or the issuance of a new certificate. Anything
herein to the contrary notwithstanding, the Trustees, in their absolute discretion, may refuse to issue any such new certificate, except
as otherwise required by applicable law.
Section 5.6
Record Date; Certification of Beneficial Owner.
(a)
The Trustees may fix a date not more than one hundred twenty (120) days before the date of a meeting of Shareholders as the date
for the determination of the holders of Shares entitled to notice of and entitled to vote at the meeting or any adjournment thereof.
(b)
The Trustees may fix a date for determining Shareholders entitled to receive payment of any dividend or distribution or allotment
of any rights or entitled to exercise any rights in respect of any change, conversion or exchange of Shares.
(c)
In the absence of a record date fixed in accordance with the provisions above, (i) the date for determination of Shareholders entitled
to notice of and entitled to vote at a meeting of Shareholders shall be the later of the close of business on the day on which notice
of the meeting is mailed or the thirtieth day before the meeting, and (ii) the date for determining Shareholders entitled to receive payment
of any dividend or distribution or an allotment of any rights or entitled to exercise any rights in respect of any change, conversion
or exchange of Shares shall be the close of business on the day on which the resolution of the Trustees is adopted.
(d)
A resolution approved by the affirmative vote of a majority of the Trustees present may establish a procedure whereby a Shareholder
may certify in writing to the Trust that all or a portion of the Shares registered in the name of the Shareholder are held for the account
of one or more beneficial owners. Upon receipt by the Trust of the writing in accordance with such procedure, if established, the persons
specified as beneficial owners, rather than the actual Shareholders, are deemed the Shareholders for the purposes specified in the writing.
ARTICLE
VI
MISCELLANEOUS
Section 6.1
Fiscal Year. The fiscal year of the Trust shall be as fixed by the Trustees of the Trust.
Section 6.2
Notice and Waiver of Notice.
(a)
Any notice of a meeting required to be given under these By-Laws to Shareholders or Trustees, or both, may be waived by any such
person (i) orally or in writing signed by such person before, at or after the meeting or (ii) by attendance at the meeting, including
in the case of a Shareholder, by proxy.
(b)
Except as otherwise specifically provided herein, all notices required by these By-Laws shall be printed or written, and shall
be delivered either personally, by telecopy, telegraph or cable, by electronic transmission, or by mail or courier or delivery service,
and, if mailed, shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the Shareholder
or Trustee at his or her address as it appears on the records of the Trust.
Section 6.3
Action by Written Consent in Lieu of Meeting.
(a)
An action required or permitted to be taken at a meeting of the Shareholders may be taken without a meeting by written action signed
by all Shareholders entitled to vote on that action. The written action is effective when it has been signed by all such Shareholders,
unless a different effective time is provided in the written action.
(b)
An action which is required or permitted to be taken at a meeting of Trustees and which also requires subsequent Shareholder approval
may be taken by written action signed by all Trustees. An action which is required or permitted to be taken at a meeting of the Trustees
or a committee of the Trustees but which does not require Shareholder approval may be taken by written action signed by the number of
Trustees that would be required to take the same action at a meeting of the Trustees or committee, as the case may be, at which all Trustees
were present. The written action is effective when signed by the required number of Trustees, unless a different effective time is provided
in the written action. When written action is taken by less than all Trustees, all Trustees shall be notified immediately of its text
and effective date.
Section 6.4
Reports to Shareholders. The books of account of the Trust shall be examined by an independent firm of public accountants at
the close of each annual period of the Trust and at such other times, if any, as may be directed by the Trustees. A report to the Shareholders
based upon such examination shall be mailed to each Shareholder of the Trust of record at his or her address as the same appears on the
books of the Trust or otherwise disseminated to Shareholders in accordance with applicable law. Each such report shall set forth such
other information required by the 1940 Act and such other matters as the Trustees or such independent firm of public accountants shall
determine.
Section 6.5
Approval of Independent Registered Public Accounting Firm. At any regular meeting of the Shareholders of the Trust there may
be submitted, for ratification or rejection, the name of the independent registered public accounting firm which has been selected for
the fiscal year in which such meeting is held by a majority of those members of the Trustees who are not “interested persons”
of the Trust within the meaning of the 1940 Act.
Section 6.6
Custodian. All securities and cash of the Trust shall be held by a custodian meeting the requirements for a custodian contained
in the 1940 Act and the rules and regulations thereunder and in any applicable state securities or blue sky laws. The Trust shall enter
into a written contract with the custodian regarding the powers, duties and compensation of the custodian with respect to the cash and
securities of the Trust held by the custodian. Said contract and all amendments thereto shall be approved by the Trustees of the Trust.
The Trust shall upon the resignation or inability to serve of the custodian obtain a successor custodian and require that the cash and
securities owned by the Trust be delivered to the successor custodian.
Section 6.7
Prohibited Transactions. No officer or Trustee of the Trust or of its investment adviser shall deal for or on behalf of the
Trust with himself, as principal or agent, or with any corporation or partnership in which he or she has a financial interest. This prohibition
shall not prevent: (a) officers or Trustees of the Trust from having a financial interest in the Trust, its principal underwriter or its
investment adviser; (b) the purchase of securities for the portfolio of the Trust or the sale of securities owned by the Trust through
a securities dealer, one or more of whose partners, officers or Trustees is an officer or Trustee of the Trust, provided such transactions
are handled in the capacity of broker only and provided commission charged do not exceed customary brokerage charges for such service;
(c) the purchase or sale of securities for the portfolio of the Trust pursuant to a rule under the 1940 Act or pursuant to an exemptive
order of the Securities and Exchange Commission; or (d) the employment of legal counsel, registrar, transfer agent, dividend disbursing
agent, or custodian having a partner, officer or director who is an officer or Trustee of the Trust, provided only customary fees are
charged for services rendered to or for the benefit of the Trust.
Section 6.8
Bonds. The Trustees may require any officer, agent or employee of the Trust to give a bond to the Trust, conditioned upon the
faithful discharge of his or her duties, with one or more sureties and in such amount as may be satisfactory to the Trustee. The Trustees
shall, in any event, require the Trust to provide and maintain a bond issued by a reputable fidelity insurance company, authorized to
do business in the place where the bond is issued, against larceny and embezzlement, covering each officer and employee of the Trust,
who may singly, or jointly with others, have access to securities or funds of the Trust, either directly or through authority to draw
upon such funds or to direct generally the disposition of such securities, such bond or bonds to be in such reasonable form and amount
as a majority of the Trustees who are not “interested persons” of the Trust as defined in the 1940 Act shall approve not less
than once every twelve months, with due consideration to all relevant factors including, but not limited to, the value of the aggregate
assets of the Trust to which any such officer or employee may have access, the type and terms of the arrangements made for the custody
and safekeeping of such assets, and the nature of the securities in the Trust’s portfolio, and as meet all requirements which the
Securities and Exchange Commission may prescribe by order, rule or regulation.
Section 6.9
Provisions in Conflict with Law or Regulations. The provisions of these By-Laws are severable. If any provision of these By-Laws
shall be held invalid or unenforceable, in whole or in part, in any jurisdiction, such invalidity or unenforceability shall attach only
to such provision, or such part or parts thereof, in such jurisdiction and shall not in any manner affect such provision in any other
jurisdiction or any other provision of these By-Laws in any jurisdiction. No provision of these By-Laws shall be effective to require
a waiver of compliance with any provision of, or restrict any Shareholder rights expressly granted by, the Securities Act, the Exchange
Act or the 1940 Act, or of any valid rule, regulation, or order of the Commission thereunder.
Section 6.10
Derivative and Direct Actions.
(a)
No Shareholder may bring a derivative or similar action or proceeding in the right of or name of or on behalf of the Trust to recover
a judgment in its favor (a “derivative action”) unless each of the following conditions is met:
(i)
The Shareholder (the “Complaining Shareholder”) was a Shareholder of the Trust at the time of the action or
failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time;
(ii)
The Complaining Shareholder was a Shareholder of the Trust at the time the demand required by subparagraph (iii) below was made;
(iii)
Prior to the commencement of such derivative action, the Complaining Shareholder has made a written demand on the Trustees requesting
that the Trustees cause the Trust to file the action (a “demand”), which demand shall include at least the following:
(1)
a copy of the proposed derivative complaint, setting forth a detailed description of the action or failure to act complained of,
the facts upon which each such allegation is made, and the reasonably estimated damages or other relief sought;
(2)
a statement to the effect that the Complaining Shareholder believes in good faith that the Complaining Shareholder will fairly
and adequately represent the interests of similarly situated Shareholders in enforcing the rights of the Trust and an explanation of why
the Complaining Shareholder believes that to be the case;
(3)
a certification that the requirements of subparagraphs (i) and (ii) of this paragraph (a) have been met, as well as information
and documentation reasonably designed to allow the Trustees to verify that certification;
(4)
a list of all other derivative or class actions in which the Complaining Shareholder is or was a named plaintiff, the court in
which such action was filed, the date of filing, the name of all counsel to any plaintiffs, and the outcome or current status of such
actions;
(5)
a certification by the Complaining Shareholder of the number of Shares of the Trust owned beneficially or of record by the Complaining
Shareholder at the time set forth in subparagraphs (i) and (ii) of this paragraph (a) and an undertaking that the Complaining Shareholder
will be a Shareholder of the Trust as of the commencement of and throughout the derivative action and will notify the Trust in writing
of any sale, transfer, or other disposition by the Complaining Shareholder of any such Shares within three business days thereof; and
(6)
an acknowledgement of paragraphs (e) and (f) below; and
(iv)
the derivative action has not been barred in accordance with paragraph (c) below.
(b)
Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees
who are independent for purposes of considering the demand (as used in this Section 6.10, the “independent Trustees”)
will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits
of the claim and determine whether maintaining a suit would be in the best interests of the Trust or if the matter should be submitted
to a vote of Shareholders to the extent permitted under Section 1 of Article IX of the Declaration. If, during this 90-day period, the
independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period,
or if a decision is made to submit the matter to a vote of Shareholders, the independent Trustees may extend the 90-day period by a period
of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar
days from the end of the initial 90-day period, or, if the decision is made to submit the matter to a vote of Shareholders, not to exceed
such period as the Trustees shall determine is reasonable and practical for the submission of the matter to Shareholders (such 90-day
period, as may be extended as provided hereunder, the “review period”). Written notice of any such decision to extend
the review period shall be sent to the Complaining Shareholder, or the Shareholder’s counsel if represented by counsel, within five
business days of any decision to extend the period. Trustees who are not “interested persons” of the Trust (as defined in
the 1940 Act) are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee
otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) the
fact that such Trustee receives remuneration for his service as a Trustee of the Trust or as a trustee or director of one or more investment
companies with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that
such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being
challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder,
no material personal benefit that is not shared pro rata with other Shareholders.
(c)
If the demand has been properly made under paragraph (a) of this Section 6.10, and a majority of the independent Trustees have
considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand
shall be rejected and the Complaining Shareholder shall not be permitted to maintain a derivative action unless the Shareholder first
sustains the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise
of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such
a suit should be maintained, then the appropriate officers of the Trust shall either cause the Trust to commence that suit and such suit
shall proceed directly rather than derivatively, or permit the Complaining Shareholder to proceed derivatively, provided however that
any counsel representing the interests of the Trust shall be approved by the Trustees. Notwithstanding the foregoing, in their sole discretion,
the Trustees may, as and to the extent provided in Section 1 of Article IX of the Declaration, submit the matter to a vote of Shareholders
of the Trust and if so submitted, any decision by the independent Trustees to bring or maintain a court action, proceeding, or suit on
behalf of the Trust shall be subject to any right of the Shareholders under Section 1 of Article IX of the Declaration to vote, by vote
of a majority of the outstanding voting securities of the Trust (as defined in the 1940 Act), on whether or not such court action, proceeding,
or suit should or should not be brought or maintained. Any decision by the independent Trustees to submit the matter to a vote of Shareholders,
shall be made by the Trustees in their business judgment and shall be binding upon the Shareholders. The Trustees, or the appropriate
officers of the Trust, shall inform the Complaining Shareholder of any decision reached under this paragraph (c) by sending written notice
to the Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision
having been reached.
(d)
If notice of a decision has not been sent to the Complaining Shareholder or the Shareholder’s counsel within the time permitted
by paragraph (c) above, and subparagraphs (i) through (iv) of paragraph (a) above have been complied with, the Complaining Shareholder
shall not be barred by these By-Laws from commencing a derivative action.
(e)
No Shareholder may bring a direct action claiming injury as a Shareholder of the Trust where the matters alleged (if true) would
give rise to a claim by the Trust, unless the Shareholder has suffered an injury distinct from that suffered by the Shareholders of the
Trust generally. Without limiting the generality of the foregoing, claims to vindicate a Shareholder’s contractual voting rights
constitute direct claims only when the alleged injury to the Shareholder relating to the claim about his, her, or its voting rights is
distinct from injury alleged to be suffered by the Shareholders of the Trust generally. A Shareholder bringing a direct claim must be
a Shareholder of the Trust at the time of the injury complained of, or have acquired the Shares afterwards by operation of law from a
Person who was a Shareholder at that time.
(f)
Any claim subject to this Section 6.10 shall be subject to Article VIII of these By-Laws.
ARTICLE
VII
BOOKS AND RECORDS
Section 7.1
Inspection of Books and Records.
(a)
Upon at least five (5) business days advance written notice to the Trust, a Shareholder is entitled to inspect and copy, during
regular business hours at the office where they are maintained, copies of any of the following records of the Trust:
(i)
the Declaration of Trust and all amendments thereto currently in effect;
(ii)
these Bylaws and all amendments thereto currently in effect;
(iii)
resolutions adopted by the Trustees creating one or more classes or series of Shares, and fixing their relative rights, preferences,
and limitations, if any Shares issued pursuant to those resolutions are outstanding;
(iv)
the minutes of all Shareholders’ meetings, and records of all action taken by Shareholders without a meeting, for the past
three (3) years;
(v)
all written communications to Shareholders generally within the past three (3) years;
(vi)
a list of the names and business addresses of the current Trustees and officers; and
(vii)
the most recent annual report delivered to the Secretary of State of the Commonwealth of Massachusetts.
(b)
Upon at least five (5) business days advance written notice to the Trust, a Shareholder is entitled to inspect and copy, during
regular business hours at the office where they are maintained, copies of any of the following records of the Trust, 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 Trustees
shall not have determined in good faith that disclosure of the records sought would adversely affect the Trust 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 Trust:
(i)
excerpts from minutes reflecting action taken at any meeting of the Trustees, records of any action of a committee of the Trustees
while acting in place of the Trustees on behalf of the Trust, minutes of any meeting of the Shareholders, and records of action taken
by the Shareholders or Trustees without a meeting, to the extent not subject to inspection under Section 7.1(a);
(ii)
the financial statements of the Trust and the supporting schedules reasonably necessary to verify any line item on those financial
statements; and
(iii)
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.
Section 7.2
Scope of Inspection.
(a)
The Trust may satisfy the right of a Shareholder to copy records under Section 7.1 by furnishing to the Shareholder copies by photocopy
or other means chosen by the Trust, including copies furnished through an electronic transmission or by directing the Shareholder to a
publicly accessible website, if available, where copies of any such records are available electronically.
(b)
The Trust may impose a reasonable charge, covering the costs of labor, material, transmission and delivery, for copies of any documents
provided to the Shareholder, which charge shall not exceed the estimated cost of production, reproduction, transmission or delivery of
the records.
(c)
The Trust may impose reasonable restrictions on the use or distribution of records by the demanding Shareholder, including by requiring
the Shareholder to enter into a confidentiality agreement on terms acceptable to the Trustees in its sole discretion.
(d)
Any determinations made by the Trustees related to a Shareholder’s request to inspect the Trust’s books and records
pursuant to this Article VII, including, but not limited to, (i) whether such demand is made in good faith and for a proper purpose, (ii)
whether the records requested are directly connected with such purpose, (iii) whether disclosure of the records sought would adversely
affect the Trust in the conduct of its business or (iv) whether the records sought constitute material non-public information, shall be
conclusive and any Shareholder challenging such determination shall have the burden of proving that the Trustees acted in bad faith in
making any such determination.
(e)
No Shareholder shall have any right to inspect any records, accounts, books or documents of the Trust except as provided for by
this Article VII or otherwise authorized by the Trustees.
ARTICLE
VIII
EXCLUSIVE FORUM FOR CERTAIN LITIGATION; WAIVER OF JURY TRIAL
Section 8.1
Exclusive Forum for Certain Litigation. Unless the Trust consents in writing to the selection of an alternative forum, the
United States District Court for the District of Massachusetts (Boston Division) or, to the extent such court does not have jurisdiction,
the Business Litigation Session of the Massachusetts Superior Court in Suffolk County, shall be the sole and exclusive forum for (a) any
derivative action or proceeding brought on behalf of the Trust, (b) any action asserting a claim of breach of any duty owed by any Trustee
or officer or other employee of the Trust to the Trust or to the Shareholders of the Trust, (c) any action asserting a claim against the
Trust or any Trustee or officer or other employee of the Trust arising pursuant to Massachusetts business trust law or the Declaration
of Trust or these By-Laws, or (d) any other action asserting a claim against the Trust or any Trustee or officer or other employee of
the Trust that is governed by the internal affairs doctrine (“Covered Action”). If a Shareholder or group of Shareholders
bring a Covered Action in a jurisdiction other than as specified above, and venue for such Covered Action is subsequently changed through
legal process to the United States District Court for the District of Massachusetts or the Superior Court of Suffolk County for the Commonwealth
of Massachusetts, such Shareholder(s) shall reimburse all expenses incurred by the Trust or any other person in effecting such change
of venue. This Article VIII does not apply to any claim under the U.S. federal securities laws.
Section 8.2
Waiver of Jury Trial. In any Covered Action, there shall be no right to a jury trial. THE RIGHT TO A TRIAL BY JURY IS EXPRESSLY
WAIVED BY THE PARTIES TO SUCH COVERED ACTION TO THE FULLEST EXTENT PERMITTED BY LAW.
ARTICLE IX
AMENDMENTS
These By-Laws may be amended
or repealed, or new By-Laws may be adopted, by a vote of a majority of the Trustees at any meeting thereof or by action of the Trustees
by written consent in lieu of a meeting. These By-Laws may not be amended or repealed and new By-Laws may not be adopted by the Shareholders
of the Trust.
ARTICLE
X
DEFINITIONS
Section 10.1
Capitalized Terms. All words and terms capitalized in these By-Laws and not defined herein shall have the meaning or meanings
set forth for such words or terms in the Declaration of Trust.
Section 10.2
Certain Definitions. As used in these By-Laws, the following term shall have the meanings ascribed to them:
(a)
“12(d) Holder” shall mean any investment fund (as defined herein), but excluding any investment fund
managed by the Trust’s investment adviser or an investment adviser in a control relationship with the Trust’s investment adviser,
and any company or companies controlled by such investment fund in the aggregate owning beneficially or of record (A) more than three
percent (3%) of the outstanding voting Shares of the Trust, (B) securities issued by the Trust having an aggregate value in excess of
five percent (5%) of the total assets of such investment fund and any company or companies controlled by such investment fund, (C) securities
issued by the Trust and by all other investment funds having an aggregate value in excess of ten percent (10%) of the total assets of
the investment fund making such investment and any company or companies controlled by the investment fund making such investment, or (D)
together with other investment funds having the same investment adviser, investment manager, general partner or managing member (or investment
advisers, investment managers, general partners or managing members in a control relationship) and companies controlled by such investment
funds, more than ten percent (10%) of the total outstanding Shares of the Trust.
(b)
“1940 Act” shall mean the Investment Company Act of 1940, as amended.
(c)
“beneficial owner” of a security shall mean any Person who, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise (A) has or shares: (1) voting power which includes the power to vote, or to direct
the voting of, such security; and/or, (2) investment power which includes the power to dispose, or to direct the disposition, of such
security or (B) owns, controls or holds with power to vote such security. A Person shall be deemed to be the beneficial owner of shares
if that Person has the right to acquire beneficial ownership of such shares at any time, whether or not within sixty days of the date
of such determination. “Beneficially own,” “own beneficially” and related terms shall have correlative meaning.
(d)
“Contested Election” shall mean any election of Trustees in which the number of persons nominated for
election as Trustees in accordance with these By-Laws exceeds the number of Trustees to be elected, with the determination that any election
of Trustees is a Contested Election to be made by the Secretary or other officer of the Trust prior to the time the Trust mails its initial
proxy statement in connection with such election of Trustees. If, prior to the time the Trust mails its initial proxy statement in connection
with such election of Trustees, one or more persons nominated for election as a Trustee is withdrawn such that the number of persons nominated
for election as Trustees no longer exceeds the number of Trustees to be elected, such election shall not be considered a Contested Election.
(e)
“control” shall mean the power to exercise a controlling influence over a Person, which in the case of
a company means the power to exercise a controlling influence over the management or policies of such company, unless such power is solely
the result of an official position with such company.
(f)
“control relationship” with respect to any Person shall mean control over such Person, being controlled
by such Person or being under common control with such Person.
(g)
“immediate family member” shall mean shall mean any parent, child, spouse, spouse of a parent, spouse
of a child, brother or sister (including step and adoptive relationships).
(h)
“investment fund” shall mean any collective investment vehicle, including the Trust, primarily engaged
in the business of investing in “investment securities” (as defined in the 1940 Act).
(i)
“Non-Management Trustee” shall mean a Trustee who is not an “interested person” (as defined
in the 1940 Act) of the Trust’s investment adviser.
(j)
“Person” shall mean and include individuals, corporations, partnerships, trusts, limited liability companies,
associations, joint ventures and other entities, whether or not legal entities, and governments and agencies and political subdivisions
thereof.
(k)
“Proposed Nominee Associate” of any Proposed Nominee shall mean (i) any person acting in concert with
such Proposed Nominee, (ii) any beneficial owner of Shares of the Trust owned of record or beneficially by such Proposed Nominee (other
than a Shareholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, such Proposed Nominee or such Proposed Nominee Associate.
(l)
“publicly announced or disclosed” shall mean disclosed in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service, in a document publicly filed by the Trust with the Securities and Exchange
Commission, or in a Web site accessible to the public maintained by the Trust or by its investment adviser.
(m)
“Shareholder Associate” of any Shareholder shall mean (i) any person acting in concert with such Shareholder,
(ii) any beneficial owner of Shares of the Trust owned of record or beneficially by such Shareholder (other than a Shareholder that is
a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, such Shareholder or such Shareholder Associate.
EXHIBIT A
NUVEEN CLOSED-END FUNDS
(Organized as Massachusetts Business Trusts)
Updated as of February 28, 2024
| Trust |
Date Established |
| Nuveen AMT-Free Municipal Credit Income Fund |
July 12, 1999 |
| Nuveen AMT-Free Municipal Value Fund |
November 19, 2008 |
| Nuveen AMT-Free Quality Municipal Income Fund |
July 28, 2002 |
| Nuveen Arizona Quality Municipal Income Fund |
August 24, 2012 |
| Nuveen California AMT-Free Quality Municipal Income Fund |
July 29, 2002 |
| Nuveen California Municipal Value Fund |
November 12, 2020 |
| Nuveen California Quality Municipal Income Fund |
December 1, 1998 |
| Nuveen California Select Tax-Free Income Portfolio |
March 30, 1992 |
| Nuveen Core Equity Alpha Fund |
January 9, 2007 |
| Nuveen Core Plus Impact Fund |
December 3, 2020 |
| Nuveen Credit Strategies Income Fund |
March 16, 2003 |
| Nuveen DOWSM Dynamic Overwrite Fund |
May 20, 2014 |
| Nuveen Dynamic Municipal Opportunities Fund |
November 4, 2019 |
| Nuveen Floating Rate Income Fund |
January 15, 2004 |
| Nuveen Global High Income Fund |
August 5, 2014 |
| Nuveen Massachusetts Quality Municipal Income Fund |
January 12, 1993 |
| Nuveen Minnesota Quality Municipal Income Fund |
April 28, 2014 |
| Nuveen Missouri Quality Municipal Income Fund |
March 29, 1993 |
| Nuveen Mortgage and Income Fund |
September 10, 2009 |
| Nuveen Multi-Asset Income Fund |
April 22, 2021 |
| Nuveen Multi-Market Income Fund |
April 30, 2014 |
| Nuveen Municipal Credit Income Fund |
March 21, 2001 |
| Nuveen Municipal Credit Opportunities Fund |
April 18, 2019 |
| Nuveen Municipal High Income Opportunity Fund |
October 8, 2003 |
| Nuveen NASDAQ 100 Dynamic Overwrite Fund |
May 20, 2004 |
| Nuveen New Jersey Quality Municipal Income Fund |
June 1, 1999 |
| Nuveen New York AMT-Free Quality Municipal Income Fund |
July 29, 2002 |
| Nuveen New York Municipal Value Fund |
November 12, 2020 |
| Nuveen New York Quality Municipal Income Fund |
December 1, 1998 |
| Nuveen New York Select Tax-Free Income Portfolio |
March 30, 1992 |
| Nuveen Pennsylvania Quality Municipal Income Fund |
December 19, 1990 |
| Nuveen Preferred & Income Opportunities Fund |
January 27, 2003 |
| Nuveen Preferred and Income Term Fund |
April 18, 2012 |
| Nuveen Quality Municipal Income Fund |
January 15, 1999 |
| Nuveen Real Asset Income and Growth Fund |
January 10, 2012 |
| Nuveen Real Estate Income Fund |
August 27, 2001 |
| Nuveen S&P 500 Buy-Write Income Fund |
July 23, 2004 |
| Nuveen S&P 500 Dynamic Overwrite Fund |
November 11, 2004 |
| Nuveen Select Maturities Municipal Fund |
July 23, 1992 |
| Nuveen Select Tax-Free Income Portfolio |
January 29, 1992 |
| Nuveen Taxable Municipal Income Fund |
December 4, 2009 |
| Nuveen Variable Rate Preferred & Income Fund |
June 1, 2021 |
| Nuveen Virginia Quality Municipal Income Fund |
January 12, 1993 |
ADDITIONS
| Trust |
Date
Established |
| Nuveen Loan Opportunities
Fund |
April 5, 2022 |
| Nuveen Municipal Income
Opportunities Fund |
September 28, 2022 |
Nuveen California AMT-Free Quality Municipal Income Fund N-2
Exhibit 99.(t)(1)
Nuveen Closed-End Funds
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in her capacity
as a director/trustee of the above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes
and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, JOHN M. MCCANN, MARK L. WINGET and ERIC F. FESS, and each of them
(with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her and on her behalf and in her name,
place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under the
Securities Act of 1933 and the Investment Company Act of 1940 registering shares of the Funds, including any pre-effective and post-effective
amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or
state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and purposes as she might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF,
the undersigned director/trustee of the above-referenced organizations has hereunto set her hand this 14th day of June 2023.
| |
/s/
Amy B.R. Lancellotta |
| |
Amy B.R. Lancellotta |
Nuveen
Closed-End Funds
POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENT, that the undersigned, in her capacity as a director/trustee of the above-referenced organizations listed
on Appendix A hereto (the “Funds”), hereby constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY,
JOHN M. MCCANN, MARK L. WINGET and ERIC F. FESS, and
each of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her and on her behalf
and in her name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form
N-2 under the Securities Act of 1933 and the Investment Company Act of 1940 registering shares of the Funds, including any pre-effective
and post-effective amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority,
federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and purposes as she might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF,
the undersigned director/trustee of the above-referenced organizations has hereunto set her hand this 14th day of June 2023.
| |
/s/
Joanne T. Medero |
| |
Joanne T. Medero |
Nuveen
Closed-End Funds
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in his
capacity as a director/trustee of the above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes
and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, JOHN M. MCCANN, MARK L. WINGET and ERIC F. FESS, and each of them
(with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under the
Securities Act of 1933 and the Investment Company Act of 1940 registering shares of the Funds, including any pre-effective and post-effective
amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or
state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, the undersigned director/trustee of the above-referenced organizations has hereunto set his hand this 14th day of June
2023.
| |
/s/
Albin F. Moschner |
| |
Albin F. Moschner |
Nuveen
Closed-End Funds
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in his
capacity as a director/trustee of the above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes
and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, JOHN M. MCCANN, MARK L. WINGET and ERIC F. FESS, and each of them
(with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under the
Securities Act of 1933 and the Investment Company Act of 1940 registering shares of the Funds, including any pre-effective and post-effective
amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or
state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, the undersigned director/trustee of the above-referenced organizations has hereunto set his hand this 14th day of June
2023.
| |
/s/
John
K. Nelson |
| |
John
K. Nelson |
Nuveen
Closed-End Funds
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in his
capacity as a director/trustee of the above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes
and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, JOHN M. MCCANN, MARK L. WINGET and ERIC F. FESS, and each of them
(with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under the
Securities Act of 1933 and the Investment Company Act of 1940 registering shares of the Funds, including any pre-effective and post-effective
amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or
state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee
of the above-referenced organizations has hereunto set his hand this 14th day of June 2023.
| |
/s/
Matthew
Thornton III |
| |
Matthew
Thornton III |
Nuveen
Closed-End Funds
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in his
capacity as a director/trustee of the above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes
and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, JOHN M. MCCANN, MARK L. WINGET and ERIC F. FESS, and each of them
(with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under the
Securities Act of 1933 and the Investment Company Act of 1940 registering shares of the Funds, including any pre-effective and post-effective
amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or
state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF,
the undersigned director/trustee of the above-referenced organizations has hereunto set his hand this 14th day of June 2023.
| |
/s/
Terence
J. Toth |
| |
Terence
J. Toth |
Nuveen
Closed-End Funds
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in her
capacity as a director/trustee of the above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes
and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, JOHN M. MCCANN, MARK L. WINGET and ERIC F. FESS, and each of them
(with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her and on her behalf and in her name,
place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under the
Securities Act of 1933 and the Investment Company Act of 1940 registering shares of the Funds, including any pre-effective and post-effective
amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or
state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and purposes as she might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF,
the undersigned director/trustee of the above-referenced organizations has hereunto set her hand this 14th day of June 2023.
| |
/s/
Margaret
L. Wolff |
| |
Margaret
L. Wolff |
Nuveen
Closed-End Funds
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned, in his
capacity as a director/trustee of the above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby constitutes
and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, JOHN M. MCCANN, MARK L. WINGET and ERIC F. FESS, and each of them
(with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under the
Securities Act of 1933 and the Investment Company Act of 1940 registering shares of the Funds, including any pre-effective and post-effective
amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or
state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, the undersigned director/trustee of the above-referenced organizations has hereunto set his hand this 14th day of June
2023.
| |
/s/
Robert L. Young |
| |
Robert L. Young |
APPENDIX A
Nuveen AMT-Free Municipal Credit Income Fund
(NVG)
Nuveen AMT-Free Municipal Value Fund (NUW)
Nuveen
AMT-Free Quality Municipal Income Fund (NEA)
Nuveen Arizona Quality Municipal Income Fund
(NAZ)
Nuveen California AMT-Free Quality Municipal
Income Fund (NKX)
Nuveen California Quality Municipal Income Fund
(NAC)
Nuveen California Municipal Value Fund
(NCA)
Nuveen California Select Tax-Free Income Portfolio
(NXC)
Nuveen Core Equity Alpha Fund (JCE)
Nuveen Credit Strategies Income Fund (JQC)
Nuveen Dow 30 Dynamic Overwrite Fund (DIAX)
Nuveen Dynamic Municipal Opportunities Fund (NDMO)
Nuveen Enhanced Municipal Value Fund (NEV)
Nuveen Floating Rate Income Fund (JFR)
Nuveen Floating Rate Income Opportunity Fund
(JRO)
Nuveen Minnesota Quality Municipal Income Fund
(NMS)
Nuveen Municipal Credit Opportunities Fund (NMCO)
Nuveen Municipal High Income Opportunity Fund
(NMZ)
Nuveen Municipal Income Fund, Inc. (NMI)
Nuveen Municipal Value Fund, Inc. (NUV)
Nuveen NASDAQ 100 Dynamic Overwrite Fund (QQQX)
Nuveen Preferred & Income Opportunities Fund
(JPC)
Nuveen Preferred & Income Securities Fund
(JPS)
Nuveen Real Estate Income Fund
(JRS)
Nuveen S&P Buy-Write Income Fund (BXMX)
Nuveen S&P 500 Dynamic Overwrite Fund (SPXX)
Nuveen Select Tax-Free Income Portfolio (NXP)
Nuveen Senior Income Fund (NSL)
Nuveen Short Duration Credit Opportunities Fund
(JSD)
Nuveen Taxable Municipal Income Fund (NBB)
Nuveen Virginia Quality Municipal Income Fund
(NPV)
Nuveen California AMT-Free Quality Municipal Income Fund N-2
Exhibit 99.(t)(2)
Nuveen
Closed-End Funds
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned, a director/trustee of the organizations listed on Appendix B, hereby constitutes and appoints MARK J. CZARNIECKI, JEREMY
FRANKLIN, DIANA R. GONZALEZ, BRIAN H. LAWRENCE, KEVIN J. MCCARTHY, JOHN M. MCCANN, MARK L. WINGET and RACHAEL ZUFALL, and each of them
(with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in Registration
Statements on Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940, including any amendment or amendments
thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating
to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF,
the undersigned trustee of the above-referenced organization has hereunto set his hand this 1st day of January 2024.
| |
/s/
Joseph
A. Boateng |
| |
Joseph
A. Boateng |
Nuveen
Closed-End Funds
POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that the undersigned, a director/trustee
of the organizations listed on Appendix B, hereby
constitutes and appoints MARK J. CZARNIECKI, JEREMY FRANKLIN, DIANA R. GONZALEZ, BRIAN H. LAWRENCE, KEVIN J. MCCARTHY, JOHN M. MCCANN,
MARK L. WINGET and RACHAEL ZUFALL, and each of them (with
full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in Registration Statements
on Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940, including
any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority,
federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF,
the undersigned trustee of the above-referenced organization has hereunto set his hand this 1st day of January 2024.
| |
/s/
Michael A. Forrester |
| |
Michael A. Forrester |
Nuveen
Closed-End Funds
POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that the undersigned, a director/trustee
of the organizations listed on Appendix A, hereby
constitutes and appoints MARK J. CZARNIECKI, JEREMY FRANKLIN, DIANA R. GONZALEZ, BRIAN H. LAWRENCE, KEVIN J. MCCARTHY, JOHN M. MCCANN,
MARK L. WINGET and RACHAEL ZUFALL, and each of them (with
full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in Registration Statements
on Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940, including
any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority,
federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF,
the undersigned trustee of the above-referenced organization has hereunto set his hand this 1st day of January 2024.
| |
/s/
Thomas
J. Kenny |
| |
Thomas
J. Kenny |
Nuveen
Closed-End Funds
POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that the undersigned, a director/trustee
of the organizations listed on Appendix A, hereby
constitutes and appoints MARK J. CZARNIECKI, JEREMY FRANKLIN, DIANA R. GONZALEZ, BRIAN H. LAWRENCE, KEVIN J. MCCARTHY, JOHN M. MCCANN,
MARK L. WINGET and RACHAEL ZUFALL, and each of them (with
full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in Registration Statements
on Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940, including
any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority,
federal or state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF,
the undersigned trustee of the above-referenced organization has hereunto set his hand this 1st day of January 2024.
| |
/s/
Loren
M. Starr |
| |
Loren
M. Starr |
APPENDIX A
Nuveen
AMT-Free Municipal Credit Income Fund (NVG)
Nuveen
AMT-Free Municipal Value Fund (NUW)
Nuveen
AMT-Free Quality Municipal Income Fund (NEA)
Nuveen
Arizona Quality Municipal Income Fund (NAZ)
Nuveen
California AMT-Free Quality Municipal Income Fund (NKX)
Nuveen
California Quality Municipal Income Fund (NAC)
Nuveen
California Municipal Value Fund (NCA)
Nuveen
California Select Tax-Free Income Portfolio (NXC)
Nuveen
Core Equity Alpha Fund (JCE)
Nuveen
Credit Strategies Income Fund (JQC)
Nuveen
Dow 30 Dynamic Overwrite Fund (DIAX)
Nuveen
Dynamic Municipal Opportunities Fund (NDMO)
Nuveen
Floating Rate Income Fund (JFR)
Nuveen
Minnesota Quality Municipal Income Fund (NMS)
Nuveen
Municipal Credit Opportunities Fund (NMCO)
Nuveen
Municipal High Income Opportunity Fund (NMZ)
Nuveen
Municipal Income Fund, Inc. (NMI)
Nuveen
Municipal Value Fund, Inc. (NUV)
Nuveen
NASDAQ 100 Dynamic Overwrite Fund (QQQX)
Nuveen
Preferred & Income Opportunities Fund (JPC)
Nuveen
Real Estate Income Fund (JRS)
Nuveen
S&P 500 Buy-Write Income Fund (BXMX)
Nuveen
S&P 500 Dynamic Overwrite Fund (SPXX)
Nuveen
Select Tax-Free Income Portfolio (NXP)
Nuveen
Taxable Municipal Income Fund (NBB)
Nuveen
Virginia Quality Municipal Income Fund (NPV)
APPENDIX B
Nuveen
AMT-Free Municipal Credit Income Fund (NVG)
Nuveen
AMT-Free Municipal Value Fund (NUW)
Nuveen
AMT-Free Quality Municipal Income Fund (NEA)
Nuveen
Arizona Quality Municipal Income Fund (NAZ)
Nuveen
California AMT-Free Quality Municipal Income Fund (NKX)
Nuveen
California Quality Municipal Income Fund (NAC)
Nuveen
California Municipal Value Fund (NCA)
Nuveen
California Select Tax-Free Income Portfolio (NXC)
Nuveen
Dynamic Municipal Opportunities Fund (NDMO)
Nuveen
Municipal High Income Opportunity Fund (NMZ)
Nuveen
Municipal Income Fund, Inc. (NMI)
Nuveen
Municipal Value Fund, Inc. (NUV)
Nuveen
Select Tax-Free Income Portfolio (NXP)
Nuveen
Taxable Municipal Income Fund (NBB)
Nuveen California AMT-Free Quality Municipal Income Fund N-2
Exhibit 99.(t)(3)
Nuveen
Closed-End Funds
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned, a director/trustee of the organizations listed on Appendix A, hereby constitutes and appoints MARK J. CZARNIECKI, JEREMY
FRANKLIN, DIANA R. GONZALEZ, BRIAN H. LAWRENCE, KEVIN J. MCCARTHY, JOHN M. MCCANN, MARK L. WINGET and RACHAEL ZUFALL, and each of them
(with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in Registration
Statements on Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940, including any amendment or amendments
thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating
to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF,
the undersigned trustee of the above-referenced organization has hereunto set his hand this 10th day of July 2024.
| |
/s/
Joseph
A. Boateng |
| |
Joseph
A. Boateng |
Nuveen
Closed-End Funds
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned, a director/trustee of the organizations listed on Appendix A, hereby constitutes and appoints MARK J. CZARNIECKI, JEREMY
FRANKLIN, DIANA R. GONZALEZ, BRIAN H. LAWRENCE, KEVIN J. MCCARTHY, JOHN M. MCCANN, MARK L. WINGET and RACHAEL ZUFALL, and each of them
(with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in Registration
Statements on Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940, including any amendment or amendments
thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating
to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF,
the undersigned trustee of the above-referenced organization has hereunto set his hand this 10th day of July 2024.
| |
/s/
Michael A. Forrester |
| |
Michael A. Forrester |
APPENDIX A
Nuveen AMT-Free Municipal Credit Income Fund
(NVG)
Nuveen AMT-Free Municipal Value Fund (NUW)
Nuveen
AMT-Free Quality Municipal Income Fund (NEA)
Nuveen Arizona Quality Municipal Income Fund
(NAZ)
Nuveen California AMT-Free Quality Municipal
Income Fund (NKX)
Nuveen California Quality Municipal Income Fund
(NAC)
Nuveen California Municipal Value Fund
(NCA)
Nuveen California Select Tax-Free Income Portfolio
(NXC)
Nuveen Core Equity Alpha Fund (JCE)
Nuveen Credit Strategies Income Fund (JQC)
Nuveen Dow 30 Dynamic Overwrite Fund (DIAX)
Nuveen Dynamic Municipal Opportunities Fund (NDMO)
Nuveen Floating Rate Income Fund (JFR)
Nuveen Minnesota Quality Municipal Income Fund
(NMS)
Nuveen Municipal Credit Opportunities Fund (NMCO)
Nuveen Municipal High Income Opportunity Fund
(NMZ)
Nuveen Municipal Income Fund, Inc. (NMI)
Nuveen Municipal Value Fund, Inc. (NUV)
Nuveen NASDAQ 100 Dynamic Overwrite Fund (QQQX)
Nuveen Preferred & Income Opportunities Fund
(JPC)
Nuveen Real Estate Income Fund
(JRS)
Nuveen S&P 500 Buy-Write Income Fund (BXMX)
Nuveen S&P 500 Dynamic Overwrite Fund (SPXX)
Nuveen Select Tax-Free Income Portfolio (NXP)
Nuveen Taxable Municipal Income Fund (NBB)
Nuveen Virginia Quality Municipal Income Fund
(NPV)
Nuveen California AMT-Free Quality Municipal Income Fund N-2
Exhibit 107
Calculation of Filing Fee Tables
Form N-2
(Form Type)
Nuveen California AMT-Free Quality Municipal Income Fund
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| |
Security Type |
Security Class
Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate
Offering Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial effective date |
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward |
| Newly Registered Securities |
| Fees to Be Paid |
Equity |
Common Shares, $0.01 par value per share, Preferred Shares |
Other(1) |
74,606 |
$13.57(1) |
$1,012,403.42(1) |
0.0001531 |
$155.00 |
|
|
|
|
| |
Other |
Rights to purchase Common Shares(2) |
— |
— |
— |
— |
— |
— |
|
|
|
|
| Fees Previously Paid |
Equity |
Common Shares, $0.01 par value per share, Preferred Shares |
— |
— |
— |
— |
— |
— |
|
|
|
|
| |
Other |
Rights to purchase Common Shares(2) |
— |
— |
— |
— |
— |
— |
|
|
|
|
| Carry Forward Securities |
| Carry Forward Securities |
Equity |
Common Shares, $0.01 par value per share |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| |
Total Offering Amounts |
|
$1,012,403.42 |
|
$155.00 |
|
|
|
|
| |
Total Fees Previously Paid |
|
|
|
— |
|
|
|
|
| |
Total Fee Offsets |
|
|
|
— |
|
|
|
|
| |
Net Fee Due |
|
|
|
$155.00 |
|
|
|
|
| (1) |
The Registrant is relying upon Rule 457(c) under the Securities Act of 1933 (“Securities Act”) to calculate the registration fee. The maximum aggregate offering price is estimated solely for purposes of determining the registration fee based on the average of the high and low sales prices of the shares of Common Shares, as reported by the New York Stock Exchange on October 4, 2024, in accordance with Rule 457(c) under the Securities Act. The proposed maximum offering price per security will be determined from time to time by the Registrant in connection with the sale by the Registrant of the securities registered under this Registration Statement. |
| |
|
| (2) |
No separate consideration will be received by the Registrant. Any shares issued pursuant to an offering of rights to purchase Common Shares, including any shares issued pursuant to an over-subscription privilege or a secondary over-subscription privilege, will be shares registered under this Registration Statement. |
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