As
filed with the U.S. Securities and Exchange Commission on July 26, 2024
Securities
Act Registration No. 333-
Investment
Company Registration No. 811-21809
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
☒ Registration
Statement under the Securities Act of 1933:
☐ Pre-Effective
Amendment No.
☐ Post-Effective
Amendment No.
and
☒ Registration
Statement under the Investment Company Act of 1940:
☒ Amendment
No. 9
Nuveen
S&P 500 Dynamic Overwrite 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
Stradley Ronon Stevens & Young, LLP
2000 K Street, N.W., Suite 700
Washington, D.C. 20006 |
Joel
D. Corriero, Esquire
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600 Philadelphia, Pennsylvania 19103 |
Eric
F. Fess
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.
☒ 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.
☒ 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)
☐ when
declared effective pursuant to Section 8(c) of the Securities Act.
If
appropriate, check the following box:
☐ 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”)).
☐ Business
Development Company (closed-end company that intends or has elected to be regulated as a business development company under the
Investment Company Act).
☐ 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).
☒ A.2
Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
☐ Well-Known
Seasoned Issuer (as defined by Rule 405 under the Securities Act).
☐ Emerging
Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).
☐ 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.
☐ 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 JULY 26, 2024
PRELIMINARY
BASE PROSPECTUS
[ ] Shares
Common
Shares
Rights to Purchase Common Shares
Nuveen
S&P 500 Dynamic Overwrite Fund
The
Offering. Nuveen S&P 500 Dynamic Overwrite Fund (the “Fund”) is offering, on an immediate,
continuous or delayed basis, in one or more offerings, up to [ ] shares of common shares (“Common Shares”) and/or
subscription rights to purchase Common Shares (“Rights,” and collectively with Common 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 investment objective
is to seek attractive total return with less volatility than the S&P 500 Index. The Fund cannot assure you that it will achieve
its investment objective.
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 8.
Common
Shares are listed on The New York Stock Exchange (the “NYSE”). The trading or “ticker” symbol of the Common
Shares is “SPXX.” 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. 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 |
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Nuveen
S&P 500 Dynamic Overwrite 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 New York Stock Exchange (the “NYSE”)
under the symbol “SPXX.” Rights issued by the Fund may also be listed on a securities exchange.
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 June 30, 2024, the Fund had 17,960,021 Common Shares outstanding and net assets of $315,788,968. See
“Description of Shares.”
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| The Offering |
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The
Fund may offer, from time to time, in one or more offerings, up to [ ] shares of Common Shares and/or subscription rights
to purchase Common Shares (“Rights,” and collectively with Common 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.”
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 Objective
and Policies |
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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 Objective” and “—Investment Policies,”
as such investment objective 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.” |
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| Investment Adviser |
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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 June 30, 2024, Nuveen managed approximately $1.2 trillion in assets, of which approximately $145.5 billion
was managed by Nuveen Fund Advisors. |
| Sub-Adviser |
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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. |
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| Use of Leverage |
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As
a non-fundamental policy, the Fund will not leverage its capital structure by issuing senior securities such as preferred
shares or debt instruments. However, the Fund may borrow for temporary or emergency purposes and may enter into certain derivatives
transactions that have the economic effect of leverage by creating additional investment exposure. |
| Distributions |
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The
Fund will pay quarterly distributions stated in terms of a fixed cents per Common Share that would
be composed of net investment income and supplemental amounts generally representing realized capital
gains or, possibly, returns of capital representing unrealized capital gains. Quarterly distributions,
including such supplemental amounts, are sometimes referred to as “managed distributions.”
The Fund’s managed distribution policy is pursuant to an exemptive order issued by the SEC, which
permits the Fund to distribute long-term capital gains to shareholders more frequently than once per
year. The Fund will seek to establish a Common Share distribution rate that roughly corresponds to
Nuveen Fund Advisors’ projections of the total return that could reasonably be expected to be
generated by the Fund’s Common Shares over an extended period of time, although the distribution
rate will not be solely dependent on the amount of income earned or capital gains realized. Nuveen
Fund Advisors, in making such projections, may consider long-term historical returns and a variety
of other factors. Distributions can only be made after paying any interest and required principal payments
on borrowings, if any, and any accrued dividends to preferred shareholders, if any.
If,
for any quarterly distribution, net investment income and net realized capital gains were less than the amount of the distribution,
the difference would be distributed from the Fund’s assets. In order to raise the cash for such distributions, the Fund
expects to sell portfolio securities. Such portfolio sales may occur at a time when independent investment judgment might not
otherwise have dictated such action. The Fund’s final distribution for each calendar year may include any remaining net
investment income and net realized capital gains not distributed during the year.
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The
Fund’s actual financial performance will likely vary significantly from month-to-month and from year-to-year, and
there may be extended periods when the distribution rate will exceed the Fund’s actual total returns. The Fund’s
projected or actual distribution rate is not a prediction of what the Fund’s actual total returns will be over any
specific future period.
As
portfolio and market conditions change, the rate of distributions on the Common Shares and the Fund’s distribution policy
could change. To the extent that the total return of the Fund’s overall strategy exceeds the distribution rate for an extended
period, the Fund may be in a position either to increase the distribution rate or to distribute supplemental amounts to shareholders,
or both. Conversely, if the total return of the Fund’s overall strategy is less than the distribution rate for an extended
period of time, the Fund will effectively be drawing upon its assets to meet payments prescribed by its distribution policy. Similarly,
for tax purposes such distributions by the Fund may consist in part of a return of capital to holders of Common Shares (“Common
Shareholders”). The exact tax characteristics of the Fund’s Common Share distributions will not be known until after
the Fund’s fiscal year-end. Common Shareholders should not confuse a return of capital distribution with “dividend
yield” or “total return.” At the same time that it pays a quarterly distribution, the Fund will post on its
website (www.nuveen.com/cef), and make available in written form to Common Shareholders a notice of the estimated sources and
tax characteristics of the Fund’s distributions (i.e., what percentage of the distributions is estimated to constitute ordinary
income, short-term capital gains, long-term capital gains, and/or a non-taxable return of capital) on a year-to-date basis, in
compliance with a federal securities law requirement that any fund paying a distribution from sources other than net investment
income disclose to shareholders the respective portion attributable to such other sources. These estimates may be based on certain
assumptions about the Fund’s expected investment returns and the realization of net gains, if any, over the remaining course
of the year. These estimates may, and likely will, vary over time based on the activities of the Fund and changes in the value
of portfolio investments. The final determination of the source and tax characteristics of all distributions will be made after
December 31 in each year, and reported to Common Shareholders on Form 1099-DIV early the following year. |
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As
explained more fully below in “Tax Matters,” the Fund intends to distribute to Common Shareholders any net capital
gain (which is the excess of net long-term capital gain over net short-term capital loss) for each taxable year through its managed
distributions or, alternatively, to retain all or a portion of the year’s net capital gain and pay U.S. federal income tax
on the retained gain. Each Common Shareholder of record as of the end of the Fund’s taxable year will include in income
for U.S. federal income tax purposes, as long-term capital gain, his or her share of any retained gain, will be deemed to have
paid his or her proportionate share of the tax paid by the Fund on such retained gain, and will be entitled to an income tax credit
or refund for that share of the tax. The Fund may treat any retained capital gain amount as a substitute for equivalent cash distributions.
In addition, the Fund may make total Common Share distributions during a given calendar year in an amount that exceeds the Fund’s
net investment income and net realized long-term capital gains for that calendar year, in which case the excess will generally
be treated by Common Shareholders as return of capital for tax purposes. A return of capital reduces a shareholder’s tax
basis, which could result in more taxable gain when the shareholder sells his or her shares. This may cause the shareholder to
pay taxes even if he or she sells shares for less than the original price.
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The
Fund reserves the right to change its distribution policy and the basis for establishing the rate of its quarterly Common Share
distributions at any time upon notice to Common Shareholders, upon a determination by the Fund’s Board that such change
is in the best interests of the Fund and its Common Shareholders. |
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| Custodian
and Transfer Agent |
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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. See “Custodian and Transfer Agent.” |
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| Risk Factors |
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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. The specific
risks applicable to a particular offering of Securities will be set forth in the related prospectus supplement. |
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| Use of Proceeds |
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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 objective. See “Use of Proceeds.” |
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| Federal Income Tax |
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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. See
“Tax Matters.” |
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| Governing Law |
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The
Fund’s Declaration of Trust (the “Declaration of Trust”) is governed by the laws of the Commonwealth of
Massachusetts. |
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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—Additional Disclosures for Certain Funds as
of the Fiscal Year Ended December 31, 2023—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 December 31, 2023, December 31, 2022, December 31, 2021, December
31, 2020, and December 31, 2019, are incorporated by reference from the Fund’s Annual Report for the fiscal year ended December
31, 2023 (File No. 811-21809), as filed with the SEC on Form N-CSR on March 7, 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 December 31, 2018, December
31, 2017, December 31, 2016, December 31, 2015, and December 31, 2014, are incorporated by reference from the Fund’s Annual
Report for the fiscal year ended December 31, 2018 (File No. 811-21809), as filed with the SEC on Form N-CSR on March 8, 2019.
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—Additional Disclosures for Certain Funds as
of the Fiscal Year Ended December 31, 2023—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, was $[ ], $[ ] and [ ]%, respectively. As of June 30, 2024, the Fund had 17,960,021 Common Shares
outstanding and net assets of $315,788,968.
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 November 11, 2004, 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 “SPXX.” Rights
issued by the Fund may also be listed on a securities exchange.
The
following provides information about the Fund’s outstanding Common Shares as of June 30, 2024:
| Title of Class | | |
Amount
Authorized | |
Amount Held by
the Fund or for
its Account | | |
Amount
Outstanding | |
| Common Shares | | |
Unlimited | |
| 0 | | |
| 17,960,021 | |
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 objective 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 or its agencies or instrumentalities or in high-quality, short-term money market
instruments. See “Use of Leverage.”
THE
FUND’S INVESTMENTS
Investment
Objective 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 Objective” and “—Investment
Policies,” as such investment objective and investment policies may be supplemented from time to time, which is incorporated
by reference herein, for a discussion of the Fund’s investment objective 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 objective. For the fiscal year ended December 31, 2023, the Fund’s portfolio turnover
rate was 21%. 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
As
a non-fundamental policy, the Fund will not leverage its capital structure by issuing senior securities such as preferred shares
or debt instruments. However, the Fund may borrow for temporary or emergency purposes and may enter into certain derivatives transactions
that have the economic effect of leverage by creating additional investment exposure.
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. The specific 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 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 June 30, 2024, Nuveen managed approximately $1.2 trillion in assets, of which approximately $145.5 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 David Friar, James (Jim) Campagna, Darren Tran, and Nazar Romanyak the designated portfolio managers
of the Fund. Messrs. Friar, Campagna, and Tran have served as portfolio managers of the Fund since August 2020 and Mr. Romanyak
has served as a portfolio manager of the Fund since June 2024.
David
Friar, Managing Director and Portfolio Manager for Nuveen’s multi-asset portfolio management team. He joined the team managing
the Equity, Mid-Cap and Small Cap Index Strategies in 2000 and became part of the enhanced equity index team in 2007. Additionally,
he is a member of the investment team responsible for several other quantitative products, including the Equity Option Overwrite
Strategies. David joined the firm in 1999 as a member of the performance measurement group. Before his role in portfolio management,
he provided quantitative analysis for equity portfolios and constructed quantitatively driven portfolios for institutional and
taxable clients.
Jim
Campagna, CFA, Head of Equity Index Strategies, oversees equity index strategies for Nuveen Equities. He is responsible for all
equity index, social choice, and equity ETF strategies. Prior to joining the firm in 2005, he was a portfolio manager at Mellon
Capital Management where he was responsible for several funds and was an index strategy leader for the MSCI EAFE mandates.
Darren
Tran, CFA, is a senior director for Nuveen Quantitative Strategies. He has portfolio management responsibilities for all equity
index, social choice equity, and equity ETF strategies. Darren joined the firm in 2005 as a foreign currency trader and entered
the investment industry in 2000. Prior to joining the firm, he held a position at Morgan Stanley in Corporate Treasury.
Nazar
Romanyak is a portfolio manager for Nuveen’s equity strategies and has held various roles related to portfolio management
of domestic and international large-, mid- and small-cap equity index and ESG portfolios for Teachers Advisors, LLC, TIAA-CREF
Investment Management, LLC and other advisory affiliates of TIAA since 2013.
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 $500 million |
0.6600% |
| For
the next $500 million |
0.6350% |
| For
the next $500 million |
0.6100% |
| For
the next $500 million |
0.5850% |
| For
managed assets over $2 billion |
0.5600% |
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
Eligible Asset Breakpoint Level* |
Effective
Complex-Level
Fee Rate at
Breakpoint
Level |
| For
the next $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 SAI for more
detailed information about the complex-level fee and eligible complex-level assets. |
As
of June 30, 2024, the complex-level fee rate for the Fund was 0.1574%.
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 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’s most recent approval of the Investment Management Agreement for the Fund
may be found in the Fund’s semi-annual report to shareholders dated June 30 of each year.
Sub-Advisory
Agreement. Pursuant to the Sub-Advisory Agreement, Nuveen Asset Management receives from Nuveen Fund Advisors a
management fee equal to 0.3900% of the Fund’s average daily Managed Assets payable on a monthly basis. 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’s most recent approval of the Sub-Advisory Agreement may be found in the Fund’s
semi-annual report to shareholders dated June 30 of each year.
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.
Exchange-traded
equity securities are generally valued at the last sales price on the securities exchange on which such securities are primarily
traded. Exchange-traded equity securities traded on a securities exchange for which there are no transactions on a given day or
securities not listed on a securities exchange are valued at closing mid or bid prices. Securities reported on NYSE are valued
at the NYSE Official Closing Price. Exchange-listed option contracts are valued using the prices reported on the exchanges where
such instruments are primarily traded as of 4:00 p.m. Eastern Time. Investors should note that the listed options markets generally
close at 4:15 p.m. Eastern Time. Changes in the value of the Fund’s options portfolio after 4:00 p.m. generally would not
be reflected in that day’s NAV. Exchange-traded futures contracts and options on futures contracts are generally valued
at the final settlement price or official closing price on the exchange on which such futures contracts and options on futures
contracts are primarily traded. Over-the-counter (“OTC”) derivatives, including OTC options, are valued based on prices
from a third-party evaluation service. Temporary investments in securities that have variable rate and demand features qualifying
them as short-term investments are valued at amortized cost, which approximates market value. Where a security is traded on more
than one exchange, the security is generally valued at the price on the exchange considered to be the primary exchange. In the
case of securities not traded on an exchange, or if exchange prices are not otherwise available, the prices are typically determined
by independent third-party pricing services that use a variety of techniques and methodologies.
The
valuations for fixed-income securities and certain derivative instruments are typically the prices supplied by independent third
party pricing services, which may use market prices or broker/dealer quotations or a variety of fair valuation techniques and
methodologies. Short-term fixed-income securities that will mature in 60 days or less are valued at amortized cost, unless it
is determined that using this method would not reflect an investment’s fair value. The valuations of certain fixed-income
securities will generally be based on prices determined as of the earlier closing time of the markets on which they primarily
trade, unless a significant event has occurred.
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 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. 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 will pay quarterly distributions stated in terms of a fixed cents per Common Share that would be composed of net investment
income and supplemental amounts generally representing realized capital gains or, possibly, returns of capital representing unrealized
capital gains. Quarterly distributions, including such supplemental amounts, are sometimes referred to as “managed distributions.”
The Fund’s managed distribution policy is pursuant to an exemptive order issued by the SEC, which permits the Fund to distribute
long-term capital gains to shareholders more frequently than once per year. The Fund will seek to establish a Common Share distribution
rate that roughly corresponds to Nuveen Fund Advisors’ projections of the total return that could reasonably be expected
to be generated by the Fund’s Common Shares over an extended period of time, although the distribution rate will not be
solely dependent on the amount of income earned or capital gains realized. Nuveen Fund Advisors, in making such projections, may
consider long-term historical returns and a variety of other factors. Distributions can only be made after paying any interest
and required principal payments on borrowings, if any, and any accrued dividends to preferred shareholders, if any.
If,
for any quarterly distribution, net investment income and net realized capital gains were less than the amount of the distribution,
the difference would be distributed from the Fund’s assets. In order to raise the cash for such distributions, the Fund
expects to sell portfolio securities. Such portfolio sales may occur at a time when independent investment judgment might not
otherwise have dictated such action. The Fund’s final distribution for each calendar year may include any remaining net
investment income and net realized capital gains not distributed during the year.
The
Fund’s actual financial performance will likely vary significantly from month-to-month and from year-to-year, and there
may be extended periods when the distribution rate will exceed the Fund’s actual total returns. The Fund’s projected
or actual distribution rate is not a prediction of what the Fund’s actual total returns will be over any specific future
period.
As
portfolio and market conditions change, the rate of distributions on the Common Shares and the Fund’s distribution policy
could change. To the extent that the total return of the Fund’s overall strategy exceeds the distribution rate for an extended
period, the Fund may be in a position either to increase the distribution rate or to distribute supplemental amounts to shareholders,
or both. Conversely, if the total return of the Fund’s overall strategy is less than the distribution rate for an extended
period of time, the Fund will effectively be drawing upon its assets to meet payments prescribed by its distribution policy. Similarly,
for tax purposes such distributions by the Fund may consist in part of a return of capital to Common Shareholders. The exact tax
characteristics of the Fund’s Common Share distributions will not be known until after the Fund’s fiscal year-end.
Common Shareholders should not confuse a return of capital distribution with “dividend yield” or “total return.”
At the same time that it pays a quarterly distribution, the Fund will post on its website (www.nuveen.com/cef), and make available
in written form to Common Shareholders a notice of the estimated sources and tax characteristics of the Fund’s distributions
(i.e., what percentage of the distributions is estimated to constitute ordinary income, short-term capital gains, long-term capital
gains, and/or a non-taxable return of capital) on a year-to-date basis, in compliance with a federal securities law requirement
that any fund paying a distribution from sources other than net investment income disclose to shareholders the respective portion
attributable to such other sources. These estimates may be based on certain assumptions about the Fund’s expected investment
returns and the realization of net gains, if any, over the remaining course of the year. These estimates may, and likely will,
vary over time based on the activities of the Fund and changes in the value of portfolio investments. The final determination
of the source and tax characteristics of all distributions will be made after December 31 in each year, and reported to Common
Shareholders on Form 1099-DIV early the following year.
As
explained more fully below in “Tax Matters,” the Fund intends to distribute to Common Shareholders any net capital
gain (which is the excess of net long-term capital gain over net short-term capital loss) for each taxable year through its managed
distributions or, alternatively, to retain all or a portion of the year’s net capital gain and pay U.S. federal income tax
on the retained gain. Each Common Shareholder of record as of the end of the Fund’s taxable year will include in income
for U.S. federal income tax purposes, as long-term capital gain, his or her share of any retained gain, will be deemed to have
paid his or her proportionate share of the tax paid by the Fund on such retained gain, and will be entitled to an income tax credit
or refund for that share of the tax. The Fund may treat any retained capital gain amount as a substitute for equivalent cash distributions.
In addition, the Fund may make total Common Share distributions during a given calendar year in an amount that exceeds the Fund’s
net investment income and net realized long-term capital gains for that calendar year, in which case the excess will generally
be treated by Common Shareholders as return of capital for tax purposes. A return of capital reduces a shareholder’s tax
basis, which could result in more taxable gain when the shareholder sells his or her shares. This may cause the shareholder to
pay taxes even if he or she sells shares for less than the original price.
The
Fund reserves the right to change its distribution policy and the basis for establishing the rate of its quarterly Common Share
distributions at any time upon notice to Common Shareholders, upon a determination by the Fund’s Board that such change
is in the best interests of the Fund and its 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:
| ● | the
names of any agents, underwriters or dealers; |
| ● | any
sales loads, underwriting discounts and commissions or agency fees and other items constituting
underwriters’ or agents’ compensation; |
| ● | any
discounts, commissions, fees or concessions allowed or reallowed or paid to dealers or
agents; |
| ● | 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 |
| ● | 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.
| ● | An
overallotment in connection with an offering creates a short position in the Common Shares
for the underwriter’s own account. |
| ● | 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. |
| ● | 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. |
| ● | 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.
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 “SPXX.” 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
As
a non-fundamental policy, the Fund will not leverage its capital structure by issuing senior securities such as preferred shares
or debt instruments. However, the 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, by action of the Board without approval of the Common Shareholders.
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 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%. 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 would 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.
Any
statement fixing the rights and preferences of the Fund’s preferred shares would set forth certain voting and consent rights
of the holders of such preferred 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 objective 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 any Fund 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 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:
| ● | the
period of time the offering would remain open; |
| ● | the
underwriter or distributor, if any, of the Rights and any associated underwriting fees
or discounts applicable to purchases of the Rights; |
| ● | the
title of such Rights; |
| ● | the
exercise price for such Rights (or method of calculation thereof); |
| ● | the
number of such Rights issued in respect of each share; |
| ● | the
number of Rights required to purchase a single share |
| ● | the
extent to which such Rights are transferable and the market on which they may be traded
if they are transferable; |
| ● | if
such Rights are transferable, a discussion regarding the Board’s basis for determining
that such offering would result in a net benefit to existing shareholders; |
| ● | if
applicable, a discussion of the material U.S. federal income tax considerations applicable
to the issuance or exercise of such Rights; |
| ● | 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); |
| ● | the
extent to which such Rights include an over-subscription privilege with respect to unsubscribed
securities and the terms of such over-subscription privilege; |
| ● | termination
rights the Fund may have in connection with such Rights offering; |
| ● | the
expected trading market, if any, for such Rights; and |
| ● | 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 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. If preferred shares are issued, holders of preferred shares, voting
as a separate class, will be entitled to elect two of the Fund’s trustees. In addition, the Declaration of Trust requires
a vote by holders of at least two- thirds 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 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:
| ● | provide
that before bringing a derivative action, a shareholder must make a written demand to
the Fund; |
| ● | establish
a 90-day review period, subject to extension in certain circumstances, for the Board
to evaluate the shareholder’s demand; |
| ● | establish
a mechanism for the Board to submit the question of whether to maintain a derivative
action to a vote of shareholders; |
| ● | 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; |
| ● | establish
bases upon which a trustee will not be considered to be not independent for purposes
of evaluating a derivative demand; and |
| ● | 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 in its discretion may determine.
As of the date of this Prospectus, no preemptive rights have been granted by the Board.
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 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 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, 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. See the SAI under “Certain Provisions in the Declaration of Trust
and Bylaws” for a discussion of the voting requirements applicable to the conversion of the Fund to an open-end investment
company.
Before
deciding whether to take any action if the Common Shares trade below NAV, the Fund’s Board 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 may determine that, in the interest of the Fund and its shareholders, no action should
be taken.
TAX
MATTERS
The
following is a general summary of certain U.S. federal income tax consequences that may be relevant to a Common Shareholder that
acquires, holds and/or disposes of Common Shares of the Fund. This discussion only addresses U.S. federal income tax consequences
to U.S. shareholders who hold their Common Shares as capital assets and does not address all of the U.S. federal income tax consequences
that may be relevant to particular shareholders in light of their individual circumstances. This discussion also does not address
the tax consequences to Common Shareholders who are subject to special rules, including, without limitation, shareholders with
large positions in the Fund, financial institutions, insurance companies, dealers in securities or foreign currencies, foreign
holders, persons who hold their shares as or in a hedge against currency risk, a constructive sale, or conversion transaction,
holders who are subject to the federal alternative minimum tax, or tax-exempt or tax-deferred plans, accounts, or entities. In
addition, the discussion does not address any state, local, or foreign tax consequences. The discussion reflects applicable tax
laws of the United States as of the date of this Prospectus, which tax laws may be changed or subject to new interpretations by
the courts or the Internal Revenue Service (“IRS”) retroactively or prospectively. No attempt is made to present a
detailed explanation of all U.S. federal income tax concerns affecting the Fund and its shareholders, and the discussion set forth
herein does not constitute tax advice. Investors are urged to consult their own tax advisers to determine the specific
tax consequences to them of investing in the Fund, including the applicable federal, state, local and foreign tax consequences
to them and the effect of possible changes in tax laws.
The
Fund has elected to be treated, and intends to qualify each year as a RIC under Subchapter M of the Code. In order to qualify
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 U.S. federal income tax on the income and
gains it timely distributes to its shareholders.
The
Fund invests primarily in equity securities. The Fund may 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 may be subject to
U.S. federal, state and local taxation, depending on a shareholder’s situation. If so, they are taxable whether or not
such distributions are reinvested. Net capital gain distributions (the excess of net long- term capital gain over net
short-term capital loss) 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 a maximum
U.S. federal income tax rate of 20%. In addition, certain individuals, estates and trusts are subject to a 3.8% Medicare tax
on net investment income, including net capital gains and other taxable dividends. Corporate shareholders are taxed on
capital gain at the same 21% rate applicable to ordinary income. The Fund expects that a portion of its distributions to
shareholders from its investments may qualify for the dividends-received deduction available to corporate shareholders and
as “qualified dividend income” to non-corporate shareholders; provided certain holding period and other
requirements are satisfied. Distributions in excess of the Fund’s current and accumulated earnings and profits will
represent a return of capital for U.S. federal income tax purposes to the extent of the shareholder’s basis in the
shares and thus will generally not be taxable to the shareholder. To the extent such distributions exceed the
shareholder’s basis in the shares, they will be treated as gain from the sale of such shares and will be treated as
capital gain (assuming the shares are held as a capital asset).
In
order for some portion of the dividends received by a Fund shareholder to be qualified dividend income, the Fund must meet certain
holding period and other requirements with respect to some portion of the dividend-paying stocks in its portfolio and the shareholder
must meet the same holding period and other requirements with respect to the shareholder’s Fund shares. A dividend will
not be treated as qualified dividend income (at either the Fund or shareholder level) (i) if the dividend is received with respect
to any share of stock held (or treated as held) for fewer than 61 days during the 121-day period beginning on the date which is
60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred
stock, 91 days during the 181-day period beginning 90 days before such date), (ii) to the extent that the recipient is under an
obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially
similar or related property, (iii) if the recipient elects to have the dividend income treated as investment income for purposes
of the limitation on deductibility of investment interest, or (iv) if the dividend is received from a foreign corporation that
is (a) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends
paid on stock of such a foreign corporation that is readily tradable on an established securities market in the United States)
or (b) treated as a passive foreign investment company.
In
general, dividends of net investment income received by corporate shareholders of the Fund will qualify for the 50% dividends-received
deduction generally available to corporations to the extent of the amount of eligible dividends received by the Fund from domestic
corporations for the taxable year. A dividend received by the Fund will not be treated as a qualifying dividend (i) if it has
been received with respect to any share of stock that the Fund has held (or is treated as holding) for less than 46 days (91 days
in the case of certain preferred stock) during the 91-day period beginning on the date which is 45 days before the date on which
such share becomes ex-dividend with respect to such dividend (during the 181-day period beginning 90 days before such date in
the case of certain preferred stock) or (ii) to the extent that the Fund is under an obligation (pursuant to a short sale or otherwise)
to make related payments with respect to positions in substantially similar or related property. Moreover, the dividends-received
deduction may be disallowed or reduced (i) if a corporate shareholder fails to satisfy the foregoing requirements with respect
to its shares of the Fund or (ii) by application of various provisions of the Code (for instance, the dividends-received deduction
is reduced in the case of a dividend received on debt-financed portfolio stock (generally, stock acquired with borrowed funds)).
For purposes of determining the holding period for stock on which a dividend is received, such holding period is reduced for any
period the recipient has an option to sell, is under a contractual obligation to sell or has made (and not closed) a short sale
of substantially identical stock or securities, and in certain other circumstances.
The
straddle rules discussed below could cause distributions that would otherwise qualify for the dividends-received deduction or
constitute qualified dividend income to fail to satisfy the applicable holding period requirements.
As
a RIC, the Fund will not be subject to U.S. federal income tax in any taxable year provided that it meets certain distribution
requirements. The Fund may retain for investment some (or all) of its net capital gain. If the Fund retains any net capital gain
or investment company taxable 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 U.S. federal income tax on long- term capital gains, (i) will be required to include in income for U.S. federal
income tax purposes, as long-term capital gain, their share of such undistributed amount; (ii) will be entitled to credit their
proportionate shares of the U.S. federal income tax paid by the Fund on such undistributed amount against their U.S. federal income
tax liabilities, if any; and (iii) may claim refunds to the extent the credit exceeds such liabilities. For U.S. federal income
tax purposes, the 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
under clause (ii) of the preceding sentence.
Distributions
declared by the Fund to shareholders of record in October, November or December and paid during the following January will be
treated as having been paid by the Fund and received by shareholders in the year the distributions were declared.
Amounts
not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4%
federal excise tax. To prevent imposition of the excise tax, the Fund must distribute during each calendar year an amount at least
equal to the sum of (i) 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year,
(ii) 98.2% of its capital gains in excess of its capital losses (adjusted for certain ordinary losses) for the one-year period
ending October 31 of the calendar year, and (iii) any ordinary taxable income and capital gains for previous years that were not
distributed during those years and on which the Fund paid no U.S. federal income tax. To prevent application of the excise tax,
the Fund intends to make distributions in accordance with the calendar year distribution requirement.
Each
shareholder will receive an annual statement summarizing the shareholder’s distributions.
The
Fund’s investments may be subject to special provisions of the Code that may, among other things, (i) disallow, suspend
or otherwise limit the allowance of certain losses or deductions, (ii) convert lower taxed long-term capital gains into higher
taxed short-term capital gains or ordinary income, (iii) convert an ordinary loss or a deduction into a capital loss, (iv) cause
the Fund to recognize income or gain without a corresponding receipt of cash, (v) adversely alter the characterization of certain
Fund investments or distributions, and/or (vi) affect the Fund’s ability to qualify as a RIC.
The
Fund may invest in, or write, certain futures and options contracts subject to section 1256 of the Code (“Section 1256 Contracts”).
Some of the Fund’s index call options may be Section 1256 Contracts. In general, any gain or loss arising from the lapse,
closing out or exercise of a Section 1256 Contract is treated as 60% long- term and 40 % short-term capital gain or loss. In addition,
the Fund generally will be required to “mark to market” (i.e., treat as sold for fair market value) each outstanding
index option position that is a Section 1256 Contract as the close of each taxable year (and on October 31 of each year for excise
tax purposes). If a Section 1256 Contract held by the Fund at the end of a taxable year is sold in the following year, the amount
of any gain or loss realized on such sale will be adjusted to reflect the gain or loss previously taken into account under the
“mark to market” rules.
The
Fund’s index call options that do not qualify as Section 1256 Contracts under the Code generally will be treated as equity
options governed by Code section 1234. Pursuant to Code section 1234, if a written option expires unexercised, the premium received
is short-term capital gain to the Fund. If the Fund enters into a closing transaction, the difference between the premium received
for writing the option, and the amount paid to close out its position generally is short-term capital gain or loss.
Offsetting
positions held by the Fund involving certain derivative instruments, such as options, forward, and futures, as well as its long
and short positions in portfolio securities, may be considered, for U.S. federal income tax purposes, to constitute “straddles.”
Straddles are defined to include “offsetting positions” in actively traded personal property. For instance, a straddle
can arise if the Fund writes a certain call option on a stock (i.e., a call on a stock owned by the Fund), or writes a call option
on a stock index to the extent the Fund’s stock holdings (and any subset thereof) and the index on which it has written
a call overlap sufficiently to constitute a straddle under applicable Treasury Regulations. The tax treatment of “straddles”
is governed by section 1092 of the Code which, in certain circumstances, overrides or modifies the rules applicable to Section
1256 Contracts described above. If the Fund is treated as entering into a “straddle” and at least one (but not all)
of the Fund’s positions in derivative contracts comprising a part of such straddle is a Section 1256 Contract described
above, then such straddle could be characterized as a “mixed straddle.” The Fund may make one or more elections with
respect to “mixed straddles.” Depending upon which election is made, if any, the results with respect to the Fund
may differ. Generally, to the extent the straddle rules apply to positions established by the Fund, losses realized by the Fund
may be deferred to the extent of unrealized gain in any offsetting positions. Moreover, as a result of the straddle rules, short-term
capital loss on straddle positions may be recharacterized as long-term capital loss, and long-term capital gain may be characterized
as short-term capital gain. In addition, the existence of a straddle can cause the holding periods to be tolled on the offsetting
positions. As a result, the straddle rules could cause distributions that would otherwise constitute “qualified dividend
income” or qualify for the dividends-received deduction to fail to satisfy the applicable holding period requirements described
above. Furthermore, the Fund may be required to capitalize, rather than deduct currently, any interest expense and carrying charges
applicable to a position that is part of a straddle, including any interest on indebtedness incurred or continued to purchase
or carry any positions that are part of a straddle. The application of the straddle rules to certain offsetting Fund positions
can therefore affect the amount, timing and/or character of distributions to shareholders, and may result in significant differences
from the amount, timing and/or character of distributions that would have been made by the Fund if it had not entered into offsetting
positions in respect of certain of its portfolio securities.
If
the Fund enters into a “constructive sale” of any appreciated financial position in its portfolio, the Fund will be
treated as if it had sold and immediately repurchased the property and must recognize gain (but not loss) with respect to that
position. A constructive sale of an appreciated financial position occurs when the Fund enters into certain offsetting transactions
with respect to the same or substantially identical property, including, but not limited to: (i) a short sale; (ii) an offsetting
notional principal contract; (iii) a futures or forward contract; or (iv) other transactions identified in future Treasury Regulations.
The character of the gain from constructive sales will depend upon the Fund’s holding period in the appreciated financial
position. Losses realized from a sale of a position that was previously the subject of a constructive sale will be recognized
when the position is subsequently disposed of. The character of such losses will depend upon the Fund’s holding period in
the position beginning with the date the constructive sale was deemed to have occurred and the application of various loss deferral
provisions in the Code. Constructive sale treatment does not apply to certain closed transactions, including if such a transaction
is closed on or before the 30th day after the close of the Fund’s taxable year and the Fund holds the appreciated financial
position unhedged throughout the 60-day period beginning with the day such transaction was closed.
The
redemption, sale or exchange of shares normally will result in capital gain or loss to shareholders 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. The gain or loss on shares held for one year or less will generally be treated as short-term capital gain
or loss. Present law taxes both long-term and short-term capital gains of corporations at the same rates applicable to ordinary
income. For non-corporate taxpayers, however, long-term capital gains are currently taxed at a maximum U.S. federal income tax
rate of 20%, while short-term capital gains and other ordinary income are currently taxed at ordinary income rates. An additional
3.8% Medicare tax may also apply to certain individual, estate or trust shareholders’ capital gain from the sale or other
disposition of their shares. Any loss on the sale or disposition of shares held for six months or less will be treated as a long-term
capital loss to the extent of any net capital gain distributions received by the shareholder on such 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 other substantially
identical shares of the Fund or other substantially identical stock or securities (including through reinvestment of dividends)
within a period of 61 days beginning 30 days before and ending 30 days after the date of disposition of the original shares. In
that event, the basis of the replacement shares will be adjusted to reflect the disallowed loss. The deductibility of capital
losses is subject to limitations.
The
Fund may be required to withhold U.S. federal income tax at a rate of 24% from all distributions and redemption proceeds payable
to a shareholder if the shareholder fails to provide the Fund with his, her or its correct taxpayer identification number or to
make required certifications, or if the shareholder has been notified by the IRS (or the IRS notifies the Fund) that he, she or
it is subject to backup withholding. 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.
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.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
[ ], an independent registered public accounting firm, provides auditing services to the Fund. The principal business address of
[ ] is [ ].
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 web site (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 December 31, 2023;
and |
| ● | The
Fund’s annual report on Form N-CSR for the fiscal year ended December 31, 2018. |
| ● | The
description of the Common Shares contained in the Fund’s Registration Statement
on Form 8-A (File No. 001-32645) filed with the SEC on October 14, 2005, 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 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 JULY 26, 2024
NUVEEN
S&P 500 DYNAMIC OVERWRITE FUND
333
West Wacker Drive
Chicago,
Illinois 60606
STATEMENT
OF ADDITIONAL INFORMATION
[
], 2024
Nuveen
S&P 500 Dynamic Overwrite 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 November 11, 2004.
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 Common Shares. Investors should obtain and read the Prospectus prior to
purchasing Common Shares. 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 December 31, 2023, 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”) website (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 Common Shares hereunder will be invested
in accordance with the Fund’s investment objectives and policies. The Fund anticipates that the net proceeds will be invested
shortly following completion of the offering and in any event expects the time period to be less than three months. Pending investment,
it is anticipated that the proceeds will be invested in high-quality, short-term 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 Objective” 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, if applicable, 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, if applicable:
(1)
Issue senior securities, as defined in the 1940 Act, other than (i) preferred shares that immediately after issuance will
have asset coverage of at least 200%, (ii) indebtedness that immediately after issuance will have asset coverage of at least 300%,
or (iii) the borrowings permitted by investment restriction (2) set forth below;
(2)
Borrow money, except as permitted by the 1940 Act and exemptive orders granted under the 1940 Act;
(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 or acting as an agent or one of a group of co-agents in originating adjustable rate senior
loans;
(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 obligations issued or guaranteed by the United States Government or by its agencies or instrumentalities, and
provided further that for purposes of this limitation, the term “issuer” shall not include a lender selling a participation
to the Fund together with any other person interpositioned between such lender and the Fund with respect to a participation;
(5)
Purchase or sell real estate, except pursuant to the exercise by the Fund of its rights under loan agreements and except to the
extent that interests in senior loans in which the Fund may invest are considered to be interests in real estate; and this shall
not prevent the Fund from investing in securities of companies that deal in real estate or are engaged in the real estate business,
including real estate investment trusts, and securities secured by real estate or interests therein and the Fund may hold and
sell real estate or mortgages on real estate acquired through default, liquidation, or other distributions of an interest in real
estate as a result of the Fund’s ownership of such securities;
(6)
Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments, or except pursuant
to the Fund’s Option Strategy or to the exercise by the Fund of its rights under loan agreements and except to the extent
that interests in senior loans in which the Fund may invest are considered to be interests in commodities, and this shall not
prevent the Fund from purchasing or selling options, futures contracts or 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
(8)
With respect to 75% of the value of the Fund’s total assets, 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, and provided further that for purposes of this restriction, the term “issuer”
includes both the borrower under a loan agreement and the lender selling a participation to the Fund together with any other persons
interpositioned between such lender and the Fund with respect to a participation.
In
addition to the foregoing investment restrictions, the Fund’s investment objective also is considered to be a fundamental
policy of the Fund. Fundamental policies may not be changed without a vote of a “majority of the outstanding” Common
Shares and, if applicable, 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. When used with respect to particular shares of the Fund, a “majority of the
outstanding” shares 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.
Notwithstanding
the limitation set forth in subparagraph (4) above, both the institution selling the loan and the ultimate borrower would
be considered “issuers” for purposes of this concentration policy unless the participation shifts to the Fund the
direct debtor-creditor relationship with the borrower. In addition, with respect to subparagraph (4), the Fund will be concentrated
in an industry or group of industries to the extent the S&P 500 Index is concentrated in an industry or group of industries.
For
the purpose of applying the limitation set forth in subparagraph (8) above, a governmental issuer shall be deemed the single 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, 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 single 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.
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 stockholder in 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
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 be leveraged and therefore will be subject to the same leverage risks described
herein. The Fund will consider the investments of underlying investment companies when determining compliance with Rule 35d-1 under
the 1940 Act and when determining compliance with its own concentration policy, in each case to the extent the Fund has sufficient
information about such investments after making a reasonable effort to obtain current information about the investments of underlying
companies.
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 Board. The Fund may not:
(1)
sell securities short, except that the Fund may make short sales of securities if, at all times when a short position is open,
the Fund owns at least an equal amount of such securities or securities convertible into or exchangeable for, without payment
of any further consideration, securities of the same issuer as, and equal in amount to, the securities sold short, 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)
purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act
or any exemptive relief obtained thereunder.
(3)
purchase securities of companies for the purpose of exercising control, except to the extent that exercise by the Fund of its
rights under loan agreements would be deemed to constitute exercising control.
(4)
leverage its capital structure by issuing senior securities such as preferred shares or debt instruments. However, the Fund may
borrow for temporary or emergency purposes and may enter into certain derivatives transactions that have the economic effect of
leverage by creating additional investment exposure.
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.
Although
the Fund has no current intention to issue preferred shares or incur borrowings, 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, if any, 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 Nuveen Fund Advisors or Nuveen Asset Management from managing the Fund’s portfolio in accordance with the Fund’s
investment objective and policies.
THE
FUND’S INVESTMENTS
The
Fund’s portfolio will be composed of the investments described below. The Fund employs a dynamic options “overwrite”
strategy whereby Nuveen Asset Management sells (writes) call options on a varying percentage of the market value of the Fund’s
equity portfolio based on its market outlook. Pursuant to this option strategy, under normal circumstances, the Fund sells (writes)
index call options, call options on custom baskets of securities, and call options on individual securities. In addition to a
primary emphasis on writing call options to reduce downside risk and volatility of the Fund’s equity portfolio, the Fund’s
option strategy as a secondary emphasis seeks additional return opportunities by capitalizing on inefficiencies in the options
market through a variety of means including the use of call spreads and selling put options.
Common
Stocks
The
Fund will invest in a portfolio of individual common stocks designed to replicate the risk and return profile, and thereby substantially
replicate price movements, of the S&P 500 Index. The Fund may also invest in other investment companies, including ETFs, that
provide similar exposure to individual common stocks consistent with the Fund’s investment objective. Common stocks generally
represent an ownership interest in an issuer, without preference over any other class of securities, including such issuer’s
debt securities, preferred stock and other senior equity securities. Common stocks are entitled to the income and increase in
the value of the assets and business of the issuer after all its debt obligations and obligations to preferred stockholders are
satisfied. Common stocks generally have voting rights. Common stocks fluctuate in price in response to many factors, including
historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor
perceptions and market liquidity.
An
investment in the Fund should be made with an understanding of the risks that an investment in common stocks entails, including
the risk that the financial condition of the issuers of the equity securities or the general condition of the common stock market
may worsen and the value of the equity securities and therefore the value of the Fund may decline. The Fund may not be an appropriate
investment for those who are unable or unwilling to assume the risks involved generally with an equity investment. The past market
and earnings performance of any of the equity securities included in the Fund is not predictive of their future performance. Common
stocks are especially susceptible to general stock market movements and to volatile increases and decreases in value as market
confidence in and perceptions of the issuers change. These perceptions are based on unpredictable factors, including expectations
regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction,
and global or regional political, economic or banking crises.
Shareholders
of common stocks have rights to receive payments from the issuers of those common stocks that are generally subordinate to those
of creditors of, or holders of debt obligations or preferred stocks of, such issuers. Shareholders of common stocks of the type
held by the Fund have a right to receive dividends only when and if, and in the amounts, declared by the issuer’s board
of directors and have a right to participate in amounts available for distribution by the issuer only after all other claims on
the issuer have been paid or provided for. Common stocks do not represent an obligation of the issuer and, therefore, do not offer
any assurance of income or provide the same degree of protection of capital as do debt securities. The issuance of additional
debt securities or preferred stock will create prior claims for payment of principal, interest and dividends that could adversely
affect the ability and inclination of the issuer to declare or pay dividends on its common stock or the rights of holders of common
stock with respect to assets of the issuer upon liquidation or bankruptcy. The value of common stocks is subject to market fluctuations
for as long as the common stocks remain outstanding, and thus the value of the equity securities in the Fund will fluctuate over
the life of the Fund and may be more or less than the price at which they were purchased by the Fund. The equity securities held
in the Fund may appreciate or depreciate in value (or pay dividends) depending on the full range of economic and market influences
affecting these securities, including the impact of the Fund’s purchase and sale of the equity securities and other factors.
Option
Strategy
An
option contract is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case
of a call) or sell to (in the case of a put) the writer of the option the reference instrument underlying the option (or the cash
value of the index) at a specified exercise price at any time during the term of the option. The writer of an option on a security
has the obligation upon exercise of the option to deliver the reference instrument (or the cash) upon payment of the exercise
price or to pay the exercise price upon delivery of the reference instrument (or the cash). Upon exercise of an index option,
the writer of an option on an index is obligated to pay the difference between the cash value of the index and the exercise price
multiplied by the specified multiplier for the index option. Options may be “covered,” meaning that the party required
to deliver the reference instrument if the option is exercised owns that instrument (or has set aside sufficient assets to meet
its obligation to deliver the instrument). Options may be listed on an exchange or traded in the over-the-counter (“OTC”)
market. In general, exchange-traded options have standardized exercise prices and expiration dates and may require the parties
to post margin against their obligations, and the performance of the parties’ obligations in connection with such options
is guaranteed by the exchange or a related clearing corporation. OTC options have more flexible terms negotiated between the buyer
and the seller but are subject to counterparty risk. The ability of the Fund to transact business with any one or any number of
counterparties, the lack of any independent evaluation of the counterparties or their financial capabilities, and the absence
of a regulated market to facilitate settlement, may increase the potential for losses to the Fund. OTC options also involve greater
liquidity risk. This risk may be increased in times of financial stress, if the trading market for OTC derivative contracts becomes
limited.
In
carrying out its option strategy, the Fund may write index call options on the S&P 500 Index and other broad-based indices
and may, if Nuveen Asset Management deems conditions appropriate, write call options on a variety of other equity market indices.
As the seller of an index call option, the Fund receives a premium from the purchaser. The purchaser of the index call option
has the right to any appreciation in the value of the index over the exercise price upon the exercise of the call option or the
expiration date. If, at expiration, the purchaser exercises the index option sold by the Fund, the Fund will pay the purchaser
the difference between the cash value of the index and the exercise price of the index option. The premium, the exercise price
and the market value of the index determine the gain or loss realized by the Fund as the seller of the index call option.
The
Fund may also write call options on custom baskets of securities. A custom basket call option is an OTC option with a counterparty
whose value is linked to the market value of a portfolio of underlying securities and is collateralized by a portion of the Fund’s
equity portfolio. In designing the custom basket call options, Nuveen Asset Management will primarily select assets not held by
the Fund. In order to minimize the difference between the returns of the underlying securities in the custom basket (commonly
referred to as a tracking error), Nuveen Asset Management will use optimization calculations when selecting the individual securities
for inclusion in the custom basket.
The
Fund may also write single name call options on individual stocks. A call option written by the Fund on an individual security
is “covered” if the Fund owns the security underlying the call or has an absolute and immediate right to acquire that
security without additional cash consideration. The Fund, in effect, sells the potential appreciation in the value of the security
subject to the call option in exchange for the premium. The Fund may execute a closing purchase transaction with respect to an
option it has sold and sell another option (with either a different exercise price or expiration date or both). The Fund’s
objective in entering into such a closing transaction will be to optimize net index option premiums. The cost of a closing transaction
may reduce the net option premiums realized from the sale of the option. This reduction could be offset, at least in part, by
appreciation in the value of the underlying security held in the Fund’s equity portfolio, and by the opportunity to realize
additional premium income from selling a new option.
The
Fund may purchase put options. As the holder of a put option, the Fund has the right to sell the underlying instrument (or the
cash value of the index) at the exercise price at any time during the option period. The Fund may enter into closing sale transactions
with respect to such options, exercise them or permit them to expire.
The
Fund’s purchases and sales of put options result in “put spreads.” A put spread is when a fund sells one put
option and simultaneously buys an offsetting position in another put option. The maximum upside is the net premium collected and
the maximum downside is equal to the difference in the respective strike prices, less the premium collected.
The
Fund may purchase index put options if deemed strategically advisable by Nuveen Asset Management based on the relative cost of
index put options compared to the protection afforded the equity portfolio by such index put options. Index put options will give
the Fund, as holder of the options, the right to receive a cash payment from the seller of the options to the extent that the
value of the S&P 500 Index is lower than the options’ exercise price upon its expiration. If a put option purchased
by the Fund is not sold or expires when it has remaining value, or if the S&P 500 Index remains above the exercise price of
the options at expiration, the Fund will lose its entire investment in the index put option. Also, when an S&P 500 Index put
option is purchased to hedge all or part of the Fund’s equity portfolio, the price of the index put option may move more
or less than the value of the equity portfolio.
Risks
of Trading Options. The ability to successfully implement the Fund’s primary options strategy depends on Nuveen
Asset Management’s ability to react appropriately to pertinent market movements, which cannot be assured, and is subject
to various additional risks. There is no assurance that a liquid secondary market on an options exchange will exist for any particular
exchange-traded option, or at any particular time. If the Fund is unable to effect a closing sale transaction with respect to
options it has purchased, it will have to exercise the options to realize any profit and will incur transaction costs upon the
purchase or sale of underlying securities.
The
value of the call options written by the Fund, which will be marked-to-market on a daily basis, will be affected by an increase
in interest rates, changes in the actual or perceived volatility of the S&P 500 Index and the underlying common and the remaining
time to the options’ expiration. The value of the options may also be adversely affected if the market for the options becomes
less liquid or smaller.
Reasons
for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading interest
in certain options; (ii) restrictions may be imposed by an exchange on opening or closing transactions or both; (iii) trading
halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options; (iv) unusual
or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities of an exchange or the Options Clearing
Corporation (the “OCC”) may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges
could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular
class or series of options), in which event the secondary market on that exchange (or in that class or series of options) would
cease to exist, although outstanding options on that exchange, if any, that had been issued by the OCC as a result of trades on
that exchange would continue to be exercisable in accordance with their terms.
Transactions
by the Fund in options on securities and indices will be subject to limitations established by each of the exchanges, boards of
trade or other trading facilities governing the maximum number of options in each class that may be written or purchased by a
single investor or group of investors acting in concert. Thus, the number of options that the Fund may write may be affected by
options written or purchased by other investment advisory clients of Nuveen Asset Management. An exchange, board of trade or other
trading facility may order the liquidations of positions found to be in excess of these limits, and it may impose certain other
sanctions.
The
writing of options is a highly specialized activity that involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions. The successful use of protective puts for hedging purposes depends in part on
Nuveen Asset Management’s ability to predict future price fluctuations and the degree of correlation between the options
and securities markets.
The
hours of trading for options may not conform to the hours during which the underlying securities are traded. To the extent that
the options markets close before the markets for the underlying securities, significant price movements can take place in the
underlying markets that cannot be reflected in the options markets.
In
addition to the risks of imperfect correlation between the Fund’s portfolio and the index underlying the option, the purchase
of securities index options involves the risk that the premium and transaction costs paid by the Fund in purchasing an option
will be lost. This could occur as a result of unanticipated movements in the price of the securities comprising the securities
index on which the option is based.
Other
Investments
The
Fund may invest in other securities as described below:
U.S.
Government Securities. U.S. government securities include: (1) U.S. Treasury obligations, which differ in their interest
rates, maturities and times of issuance: U.S. Treasury bills (maturities of one year or less), U.S. Treasury notes (maturities
of one year to ten years) and U.S. Treasury bonds (generally maturities of greater than ten years) and (2) obligations issued
or guaranteed by U.S. government agencies and instrumentalities that are supported by any of the following: (i) the full faith
and credit of the U.S. Treasury, (ii) the right of the issuer to borrow an amount limited to a specific line of credit from the
U.S. Treasury, (iii) discretionary authority of the U.S. government to purchase certain obligations of the U.S. government agency
or instrumentality or (iv) the credit of the agency or instrumentality. The Fund also may invest in any other security or agreement
collateralized or otherwise secured by U.S. government securities. Agencies and instrumentalities of the U.S. government include
but are not limited to: Federal Land Banks, Federal Financing Banks, Banks for Cooperatives, Federal Intermediate Credit Banks,
Farm Credit Banks, Federal Home Loan Banks, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association,
the Government National Mortgage Association, the Student Loan Marketing Association, the United States Postal Service, the Small
Business Administration, the Tennessee Valley Authority and any other enterprise established or sponsored by the U.S. government.
Because the U.S. government generally is not obligated to provide support to its instrumentalities, the Fund will invest in obligations
issued by these instrumentalities only if the Adviser determines that the credit risk with respect to such obligations is minimal.
Commercial
Paper. Commercial paper represents short-term unsecured promissory notes issued in bearer form by corporations such as
banks or bank holding companies and finance companies.
Repurchase
Agreements. A repurchase agreement is a contractual agreement whereby the seller of securities (U.S. government securities
or municipal bonds) agrees to repurchase the same security at a specified price on a future date agreed upon by the parties. 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 will enter into
repurchase agreements only with registered securities dealers or domestic banks that, in the opinion of the Adviser, 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.
The Adviser 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, the Adviser will demand additional collateral
from the issuer to increase the collateral to at least that of the repurchase price, including interest.
Securities
Issued by Non-U.S. Issuers. The Fund may invest up to 20% of its Managed Assets in securities of non-U.S. issuers that
are U.S. dollar-denominated, which may include securities of issuers located, or conducting their business, in emerging market
countries.
Securities
of non-U.S. issuers include American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”)
or other securities representing underlying shares of non-U.S. issuers. Positions in those securities are not necessarily denominated
in the same currency as the common stocks into which they may be converted. ADRs are receipts typically issued by an American
bank or trust company evidencing ownership of the underlying securities. GDRs are U.S. dollar-denominated receipts evidencing
ownership of non-U.S. securities. Generally, ADRs, in registered form, are designed for the U.S. securities markets and GDRs,
in bearer form, are designed for use in non-U.S. securities markets. The Fund may invest in sponsored or unsponsored ADRs. In
the case of an unsponsored ADR, the Fund is likely to bear its proportionate share of the expenses of the depository and it may
have greater difficulty in receiving shareholder communications than it would have with a sponsored ADR.
Investors
should understand and consider carefully the risks involved in investing in securities of non-U.S. issuers. Investing in securities
of non-U.S. issuers involves certain considerations comprising both risks and opportunities not typically associated with investing
in securities of U.S. issuers. These considerations include: (i) less publicly available information about non-U.S. issuers or
markets due to less rigorous disclosure or accounting standards or regulatory practices; (ii) many non-U.S. markets are smaller,
less liquid and more volatile, meaning that, in a changing market, the Adviser may not be able to sell the Fund’s portfolio
securities at times, in amounts or at prices they consider reasonable; (iii) potential adverse effects of fluctuations in currency
exchange rates or controls on the value of the Fund’s investments; (iv) the economies of non-U.S. countries may grow at
slower rates than expected or may experience a downturn or recession; (v) the impact of economic, political, social or diplomatic
developments may adversely affect the securities markets; (vi) withholding and other non-U.S. taxes may decrease the Fund’s
return; (vii) certain non-U.S. countries may impose restrictions on the ability of non-U.S. issuers to make payments of principal
and/or interest to investors located outside the U.S. due to blockage of foreign currency exchanges or otherwise; and (viii) possible
seizure, expropriation or nationalization of the company or its assets. These risks are more pronounced to the extent that the
Fund invests a significant amount of its investments in issuers located in one region and to the extent that the Fund invests
in securities of issuers in emerging markets. Although the Fund may hedge its exposure to certain of these risks, including the
foreign currency exchange rate risk, there can be no assurance that the Fund will enter into hedging transactions at any time
or at times or under circumstances in which it might be advisable to do so.
When-Issued
and Delayed Delivery Transactions. The Fund may purchase and sell 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 purchaser enters into the commitment. Beginning on the date the Fund
enters into a commitment to purchase securities on a when-issued or delayed delivery basis, the Fund is required under rules of
the SEC to maintain in a separate account liquid assets, consisting of cash, cash equivalents or liquid securities having a market
value at all times of at least equal to the amount of any delayed payment commitment. Income generated by any such assets that
provide taxable income for U.S. federal income tax purposes is includable in the taxable income of the Fund. The Fund may enter
into contracts to purchase 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 their cost.
Options
on Securities. The Fund may purchase call options on stock or other securities. In addition, the Fund may seek to hedge
a portion of its portfolio investments through writing (selling) call options.
The
Fund will receive a premium when it writes call options, which increases the Fund’s return on the underlying security in
the event the option expires unexercised or is closed out at a profit. By writing a call, the Fund will limit its opportunity
to profit from an increase in the market value of the underlying security above the exercise price of the option for as long as
the Fund’s obligation as the seller of the option continues. Upon the exercise of a call option written by the Fund, the
Fund may suffer an economic loss equal to an amount not less than the excess of the security’s market value at the time
of the option exercise over the Fund’s acquisition cost of the security, less the sum of the premium received for writing
the option and the difference, if any, between the call price paid to the Fund and the Fund’s acquisition cost of the security.
Thus, in some periods the Fund might receive less total return and in other periods greater total return from its hedged positions
than it would have received from its underlying securities unhedged.
Options
on Stock Indices. The Fund may purchase call options on stock indices (in addition to the S&P 500 Index) to enhance
portfolio returns or to hedge against risks of market-wide price movements affecting its assets. In addition, the Fund may write
call options on stock indices. The advisability of using stock index options to hedge against the risk of market-wide movements
will depend on the extent of diversification of the Fund’s investments and the sensitivity of its investments to factors
influencing the underlying index. The effectiveness of purchasing or writing stock index options as a hedging technique will depend
upon the extent to which price movements in the Fund’s investments correlate with price movements in the stock index selected.
In addition, successful use by the Fund of options on stock indices will be subject to the ability of the Adviser to predict correctly
changes in the relationship of the underlying index to the Fund’s portfolio holdings. No assurance can be given that the
Adviser’s judgment in this respect will be correct.
Stock
Index Futures Contracts. The Fund may purchase and sell stock index futures to enhance portfolio returns or as a hedge
against movements in the equity markets. Stock index futures contracts are agreements in which one party agrees to deliver to
the other an amount of cash equal to a specific dollar amount times the difference between the value of a specific stock index
at the close of the last trading day of the contract and the price at which the agreement is made. No physical delivery of securities
is made.
Under
regulations of the Commodity Futures Trading Commission (“CFTC”) currently in effect, which may change from time to
time, with respect to futures contracts purchased by the Fund, the Fund will set aside in a segregated account liquid securities
with a value at least equal to the value of instruments underlying such futures contracts less the amount of initial margin on
deposit for such contracts.
Parties
to a futures contract must make “initial margin” deposits to secure performance of the contract. There are also requirements
to make “variation margin” deposits from time to time as the value of the futures contract fluctuates.
The
Adviser has claimed an exclusion from registration as a commodity pool operator and as a commodity
trading advisor under the Commodity Exchange Act (the “CEA”) with respect to the Fund and, therefore, none of the Adviser, or its
officers and directors, are subject to the registration requirements of the CEA or regulation as a commodity pool operator or
a commodity trading adviser under the CEA with respect to the Fund. The Adviser, on behalf of the Fund, reserves the right to engage in transactions involving futures and options
thereon to the extent allowed by CFTC regulations in effect from time to time and in accordance with the Fund’s policies.
In addition, certain provisions of the Internal Revenue Code of 1986, as amended (the “Code”) may limit the extent
to which the Fund may enter into futures contracts or engage in options transactions. See “Tax Matters—U.S. Federal
Income Tax Matters.”
The
potential loss related to the purchase of an option on a futures contract is limited to the premium paid for the option (plus
transaction costs).
With
respect to options purchased by the Fund, there are no daily cash payments made by the Fund to reflect changes in the value of
the underlying contract; however, the value of the option does change daily and that change would be reflected in the net asset
value (“NAV”) of the Fund.
Other
Futures Contracts and Options on Futures Contracts. The Fund’s use of derivative instruments also may include:
(i) U.S. Treasury security or U.S. government agency security futures contracts and (ii) options on U.S. Treasury security or
U.S. government Agency security futures contracts. All such futures contracts and options thereon must be traded and listed on
an exchange. U.S. Treasury and U.S. government agency futures contracts are standardized contracts for the future delivery of
a U.S. Treasury bond or U.S. Treasury note or a U.S. government agency security or their equivalent at a future date at a price
set at the time of the contract. An option on a U.S. Treasury or U.S. government agency futures contract, as contrasted with the
direct investment in such a contract, gives the purchaser of the option the right, in return for the premium paid, to assume a
position in a U.S. Treasury or U.S. government agency futures contract at a specified exercise price at any time on or before
the expiration date of the option. Upon exercise of an option, the delivery of the futures position by the seller of the option
to the holder of the option will be accompanied by delivery of the accumulated balance in the seller’s future margin account,
which represents the amount by which the market price of the futures contract exceeds the exercise price of the option on the
futures contract.
Risks
Associated with Futures Contracts and Options on Futures Contracts. Futures prices are affected by many factors, such
as current and anticipated short-term interest rates, changes in volatility of the underlying instrument and the time remaining
until expiration of the contract. A purchase or sale of a futures contract may result in losses in excess of the amount invested
in the futures contract. While the Fund may enter into futures contracts and options on futures contracts for hedging purposes,
the use of futures contracts and options on futures contracts might result in a poorer overall performance for the Fund than if
it had not engaged in any such transactions. If, for example, the Fund had insufficient cash, it might have to sell a portion
of its underlying portfolio of securities in order to meet daily variation margin requirements on its futures contracts or options
on futures contracts at a time when it might be disadvantageous to do so. There may be an imperfect correlation between the Fund’s
portfolio holdings and futures contracts or options on futures contracts entered into by the Fund, which may prevent the Fund
from achieving the intended hedge or expose the Fund to risk of loss. The degree of imperfection of correlation depends on circumstances
such as: variations in speculative market demand for futures, futures options and the related securities, including technical
influences in futures and futures options trading and differences between the securities markets and the securities underlying
the standard contracts available for trading. Futures prices are affected by many factors, such as current and anticipated short-term
interest rates, changes in volatility of the underlying instrument and the time remaining until the expiration of the contract.
Further, the Fund’s use of futures contracts and options on futures contracts to reduce risk involves costs and will be
subject to Nuveen Asset Management’s ability to predict correctly changes in interest rate relationships or other factors.
A decision as to whether, when and how to use futures contracts involves the exercise of skill and judgment, and even a well-conceived
transaction may be unsuccessful to some degree because of market behavior or unexpected stock price or interest rate trends. No
assurance can be given that the Adviser’s judgment in this respect will be correct.
There
is no limit on the amount of the Fund’s assets that can be put at risk through the use of futures contracts and options
thereon and the value of the Fund’s futures contracts and options thereon may equal or exceed 100% of the Fund’s total
assets.
Futures
exchanges may limit the amount of fluctuation permitted in certain futures contract prices during a single trading day. The daily
limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s
settlement price at the end of the current trading session. Once the daily limit has been reached in a futures contract subject
to the limit, no more trades may be made on that day at a price beyond that limit. The daily limit governs only price movements
during a particular trading day and therefore does not limit potential losses because the limit may work to prevent the liquidation
of unfavorable positions. For example, futures prices have occasionally moved to the daily limit for several consecutive trading
days with little or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures contracts
to substantial losses. Stock index futures contracts are not normally subject to such daily price change limitations.
An
option is an instrument that gives the holder of the instrument the right, but not the obligation, to purchase or sell a predetermined
number of specific securities (i.e., preferred stocks, common stocks or bonds) at a stated price within the expiration period
of the instrument, which is generally less than 12 months from its issuance. If the right is not exercised after a specified period
but prior to the expiration, the option expires.
Illiquid
Securities. The Fund may invest without limit in 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 be resold only pursuant to Rule 144A under the 1933 Act, that are deemed to be illiquid, and certain repurchase agreements.
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 fair value as determined in good faith by the Board or its delegate.
Short-Term
Debt Securities. Under normal circumstances, the Fund will invest no more than 10% of its Managed Assets in short-term
high quality fixed income instruments. During temporary defensive periods, the Fund may deviate from its investment objective
and invest all or any portion of its assets in investment grade debt securities, including obligations issued or guaranteed by
the U.S. government, its agencies and instrumentalities. In such a case, the Fund may not pursue or achieve its investment objective.
In addition, upon Nuveen Asset Management’s recommendations that a change would be in the best interests of the Fund and
upon concurrence by the Adviser, and subject to approval of the Board, Nuveen Asset Management may deviate from its investment
guidelines. These 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, the Farmers Home Administration, the Export-Import Bank of the United
States, the Small Business Administration, and the Government National Mortgage Association, whose securities are supported by
the full faith and credit of the United States; (b) 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 Corporation 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 purchase
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 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. The Adviser 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. The Adviser 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 U.S. Bankruptcy Code.
(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 Asset
Management 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 NRSRO and which mature within one year of the date
of purchase or carry a variable or floating rate of interest.
Other
Investment Companies. The Fund may invest in securities of other investment companies, including open- or closed-end investment
companies or ETFs, that invest primarily in securities of the types in which the Fund may invest directly. The Fund generally
expects that it may invest in other investment companies either during periods when it has large amounts of uninvested cash, such
as during periods when there is a shortage of attractive securities of the types in which the Fund may invest directly available
in the market. As an investor in an investment company, the Fund will bear its ratable share of that investment company’s
expenses, and would remain subject to payment of the Fund’s advisory and administrative 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.
Nuveen Asset Management will take expenses into account when evaluating the investment merits of an investment in the investment
company relative to available securities of the types in which the Fund may invest directly. In addition, the securities of other
investment companies may be leveraged and therefore will be subject to leverage risks. Leverage risks related to an investment
in the securities of a leveraged investment company include the likelihood of greater volatility of the NAV and market price of
the investment company’s shares.
Lending
of Portfolio Securities
In
order to generate additional income, the Fund may lend portfolio securities representing up to one-third of the value of its total
assets to broker-dealers, banks, or other institutional borrowers of securities that the Adviser has determined are creditworthy.
The securities lending agent will generally bear the risk that a borrower may default on its obligation to return loaned securities,
however the Fund bears the risk that the securities lending agent may default on its contractual obligations to the Fund. The
Fund also bears the market risk with respect to the investment of the cash collateral used to secure the loan. The Fund may lose
money on its investment of cash collateral or may fail to earn sufficient income on its investment to meet its obligations to
the borrower. The Fund will pay a portion of the income earned on other lending transactions to the placing broker and may pay
administrative and custodial fees in connection with these loans.
In
these loan arrangements, the Fund will receive cash collateral equal to at least 102% of the value of the securities loaned as
determined at the time of loan origination. If the market value of the loaned securities increases, the borrower must furnish
additional collateral to the Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends
or interest paid on the securities. Loans are subject to termination at any time by the Fund or the borrower. While the Fund does
not have the right to vote securities on loan, it would terminate the loan and regain the right to vote if that were considered
important with respect to the investment.
When
the Fund lends portfolio securities to a borrower, payments in lieu of dividends made by the borrower to the Fund will not constitute
“qualified dividends” taxable at the same rate as long-term capital gains, even if the actual dividends would have
constituted qualified dividends had the Fund held the securities. However, the Fund currently recalls all loaned securities from
the borrower so that it may receive dividends paid on the securities, if any.
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 2027 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 |
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.). |
| |
|
|
|
|
|
|
|
|
|
|
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). |
| |
|
|
|
|
|
|
|
|
|
|
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). |
| |
|
|
|
|
|
|
|
|
|
|
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. |
| |
|
|
|
|
|
|
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. |
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 |
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. |
| |
|
|
|
|
|
|
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; Executive Vice President, General
Counsel and Secretary of 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 Nuveen, TIAA-CREF Funds, TIAA-CREF Life Funds, TIAA Separate Account VA-1 and the College Retirement Equities Fund; Managing
Director of Nuveen Fund Advisors, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, 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;
Executive Vice President, 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. |
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 |
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 and Nuveen Asset Management, LLC; Principal Financial
Officer, Principal Accounting Officer and Treasurer of the TIAA-CREF 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. |
| |
|
|
|
|
|
|
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 the Adviser or its affiliates.
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 Nuveen Fund Complex (except with respect to certain Nuveen Funds where certain trustees may instead serve as
consultants, as indicated in the “Independent Trustees” table included herein). 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 Nuveen Funds’ business. With this overall framework in mind, when the Board, through its Nominating and Governance
Committee discussed below, seeks nominees for the Board, the 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 its members, and considers this a factor in
evaluating the composition of the Board, but has not adopted any specific policy on diversity or any particular definition of
diversity.
The
Board believes the unitary board structure enhances good and effective governance, particularly given the nature of the structure
of the investment company complex. Funds in the same complex generally are served by the same service providers and personnel
and are governed by the same regulatory scheme which raises common issues that must be addressed by the 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 the Adviser 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 December 31, 2023, the Executive Committee did not meet.
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 December 31, 2023, the Dividend
Committee met ten 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 December 31, 2023, the
Audit Committee met 14 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 December
31, 2023, the Compliance Committee met five 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 and Ms. Wolff. During the
fiscal year ended December 31, 2023, the Nominating and Governance Committee met six 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 December 31,
2023, the Investment Committee met four 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 December 31, 2023, the Closed-End Funds Committee met four 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, he 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, 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. Mr. Kenny previously served on the Board of Trustees
(2011-2023) and as Chairman (2017-2023) for the College Retirement Equities Fund and on the Management Committee (2011-2023) and as
Chairman (2017-2023) for TIAA Separate Account VA-1. He received a B.A. from the University of California, Santa Barbara, and an
M.S. from Golden Gate University. He also is a Chartered Financial Analyst.
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 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 previously served on the Board of Trustees for the College Retirement Equities Fund and on the Management Committee
for TIAA Separate Account VA-1 (2022-2023). 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 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 |
|
|
N/A |
|
Over $100,000 |
| |
|
|
|
|
|
| Michael A. Forrester2 |
|
|
N/A |
|
Over $100,000 |
| |
|
|
|
|
|
| Thomas J. Kenny2 |
|
|
N/A |
|
Over $100,000 |
| |
|
|
| Amy B. R. Lancellotta |
|
|
None |
|
Over $100,000 |
| |
|
|
| Joanne T. Medero |
|
|
None |
|
Over $100,000 |
| |
|
|
| Albin F. Moschner |
|
|
None |
|
Over $100,000 |
| |
|
|
| John K. Nelson |
|
|
None |
|
Over $100,000 |
| |
|
|
| Loren M. Starr2 |
|
|
N/A |
|
Over $100,000 |
| |
|
|
| Matthew Thornton III |
|
|
None |
|
Over $100,000 |
| |
|
|
| Terence J. Toth |
|
|
None |
|
Over $100,000 |
| |
|
|
| Margaret L. Wolff |
|
|
None |
|
Over $100,000 |
| |
|
|
| Robert L. Young |
|
|
None |
|
Over $100,000 |
| 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. Kenny and Mr. Starr
were elected or appointed to the Board of Trustees of the Nuveen Funds effective January 1, 2024, and Mr. Boateng and Mr.
Forrester were elected or appointed to the Board of Trustees effective May 15, 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) |
|
|
| |
|
|
|
|
|
|
| Thomas
J. Kenny |
|
Thomas
Joseph Kenny 2021 Trust (Mr. Kenny is Initial Trustee and Settlor.) |
|
Global
Timber Resources LLC |
|
|
None |
|
|
$ |
64,792 |
|
|
|
0.01 |
% |
|
| |
|
KSHFO,
LLC(4) |
|
Global
Timber Resources Investor Fund, LP |
|
|
None |
|
|
$ |
973,390 |
|
|
|
6.01 |
% |
|
| |
|
KSHFO,
LLC(4) |
|
Global
Agriculture II Investor Fund LP |
|
|
None |
|
|
$ |
1,511,340 |
|
|
|
10.10 |
% |
|
| (1) |
The Adviser, 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 6.6% of KSHFO, LLC. |
As of December 31,
2023, the officers and Trustees as a group beneficially owned less than 1% of any class of the Fund’s outstanding securities.
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.
Compensation
The following table
shows, for each Independent Trustee, (1) the aggregate compensation paid by the Fund for its fiscal year ended December 31, 2023,
(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 will not be 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) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
455,000 |
|
| Michael A. Forrester(4) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
465,000 |
|
| Thomas J. Kenny(4) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
606,000 |
|
| Amy B.R. Lancellotta |
|
$ |
907 |
|
|
$ |
327 |
|
|
$ |
437,838 |
|
| Joanne T. Medero |
|
$ |
777 |
|
|
$ |
405 |
|
|
$ |
428,445 |
|
| Albin F. Moschner |
|
$ |
958 |
|
|
$ |
— |
|
|
$ |
487,000 |
|
| John K. Nelson |
|
$ |
995 |
|
|
$ |
— |
|
|
$ |
374,850 |
|
| Loren M. Starr(4) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
425,000 |
|
| Matthew Thornton III |
|
$ |
949 |
|
|
$ |
— |
|
|
$ |
430,000 |
|
| Terence J. Toth |
|
$ |
1,057 |
|
|
$ |
— |
|
|
$ |
590,850 |
|
| Margaret L. Wolff |
|
$ |
878 |
|
|
$ |
464 |
|
|
$ |
483,967 |
|
| Robert L. Young |
|
$ |
1,0799 |
|
|
$ |
758 |
|
|
$ |
496,760 |
|
| (1) |
The compensation paid, including deferred amounts, to the independent Directors for the fiscal year ended December 31, 2023 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 Messrs. Boateng, Forrester, 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 June 30, 2024, Nuveen managed approximately $1.2 trillion in assets, of
which approximately $145.5 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 $500 million |
|
|
0.6600% |
|
| For the next $500 million |
|
|
0.6350% |
|
| For the next $500 million |
|
|
0.6100% |
|
| For the next $500 million |
|
|
0.5850% |
|
| For managed assets over $2 billion |
|
|
0.5600% |
|
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 Eligible Asset Breakpoint Level* |
|
|
Effective Complex-Level
Fee Rate at
Breakpoint Level |
| For the next $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 June 30, 2024, the complex-level
fee rate for the Fund was 0.1574%. |
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 December 31, 2021 |
|
$ |
2,470,726 |
|
|
$ |
— |
|
| Fiscal year ended December 31, 2022 |
|
$ |
2,340,990 |
|
|
$ |
— |
|
| Fiscal year ended December 31, 2023 |
|
$ |
2,324,589 |
|
|
$ |
— |
|
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 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’s most recent approval of the Investment Management Agreement for the Fund may be found in the Fund’s
semi-annual report to shareholders dated June 30 of each year.
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 0.3900% of the Fund’s average daily Managed Assets payable on a monthly basis. 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 December 31, 2021 |
|
$ |
1,183,580 |
|
| Fiscal year ended December 31, 2022 |
|
$ |
1,118,562 |
|
| Fiscal year ended December 31, 2023 |
|
$ |
1,106,409 |
|
A discussion regarding
the basis for the Board’s most recent approval of the Sub-Advisory Agreement for the Fund may be found in the Fund’s
semi-annual report to shareholders dated June 30 of each year.
Portfolio Managers. Unless
otherwise indicated, the information below is provided as of the date of this SAI.
Portfolio Management. David
Friar, Managing Director and Portfolio Manager for Nuveen’s multi-asset portfolio management team. He joined the team managing
the Equity, Mid-Cap and Small Cap Index Strategies in 2000 and became part of the enhanced equity index team in 2007. Additionally,
he is a member of the investment team responsible for several other quantitative products, including the Equity Option Overwrite
Strategies. David joined the firm in 1999 as a member of the performance measurement group. Before his role in portfolio management,
he provided quantitative analysis for equity portfolios and constructed quantitatively driven portfolios for institutional and
taxable clients.
Jim Campagna, CFA,
Head of Equity Index Strategies, oversees equity index strategies for Nuveen Equities. He is responsible for all equity index,
social choice, and equity ETF strategies. Prior to joining the firm in 2005, he was a portfolio manager at Mellon Capital Management
where he was responsible for several funds and was an index strategy leader for the MSCI EAFE mandates.
Darren Tran, CFA,
is a senior director for Nuveen Quantitative Strategies. He has portfolio management responsibilities for all equity index, social
choice equity, and equity ETF strategies. Darren joined the firm in 2005 as a foreign currency trader and entered the investment
industry in 2000. Prior to joining the firm, he held a position at Morgan Stanley in Corporate Treasury.
Nazar Romanyak is
a portfolio manager for Nuveen’s equity strategies and has held various roles related to portfolio management of domestic
and international large-, mid- and small-cap equity index and ESG portfolios for Teachers Advisors, LLC, TIAA-CREF Investment Management,
LLC and other advisory affiliates of TIAA since 2013.
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* |
|
| David Friar |
|
Registered Investment Company |
|
|
[ ] |
|
|
$ |
[ ] |
|
| |
|
Other Pooled Investment Vehicles |
|
|
[ ] |
|
|
$ |
[ ] |
|
| |
|
Other Accounts |
|
|
[ ] |
|
|
$ |
[ ] |
|
| |
|
|
|
| Jim Campagna |
|
Registered Investment Company |
|
|
[ ] |
|
|
$ |
[ ] |
|
| |
|
Other Pooled Investment Vehicles |
|
|
[ ] |
|
|
$ |
[ ] |
|
| |
|
Other Accounts |
|
|
[ ] |
|
|
$ |
[ ] |
|
| |
|
|
|
| |
|
|
|
| Darren Tran |
|
Registered Investment Company |
|
|
[ ] |
|
|
$ |
[ ] |
|
| |
|
Other Pooled Investment Vehicles |
|
|
[ ] |
|
|
$ |
[ ] |
|
| |
|
Other Accounts |
|
|
[ ] |
|
|
$ |
[ ] |
|
| |
|
|
|
|
|
|
|
|
|
|
| Nazar Romanyak |
|
Registered Investment Company |
|
|
[ ] |
|
|
$ |
[ ] |
|
| |
|
Other Pooled Investment Vehicles |
|
|
[ ] |
|
|
$ |
[ ] |
|
| |
|
Other Accounts |
|
|
[ ] |
|
|
$ |
[ ] |
|
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 December 31, 2023, 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 |
|
| David Friar |
|
|
None |
|
|
| Jim Campagna |
|
|
None |
|
|
| Darren Tran |
|
|
None |
|
|
| Nazar Romanyak |
|
|
None |
|
|
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 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 A to
this SAI.
Voted Proxies. Information
regarding how the 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 December 31, 2021 |
|
$ |
6,888 |
|
| Fiscal year ended December 31, 2022 |
|
$ |
9,371 |
|
| Fiscal year ended December 31, 2023 |
|
$ |
9,536 |
|
During the fiscal
year ended December 31, 2023, the Fund did not pay commissions to brokers in return for research services or hold any securities
of its regular broker-dealers.
During the fiscal
year ended December 31, 2023, the Fund acquired certain securities of its regular brokers or dealers, as defined in Rule 10b-1
under the 1940 Act, or of the parents of the brokers or dealers. The following table sets forth those brokers or dealers and states
the value of the Fund’s aggregate holdings of the securities of each issuer as of close of the fiscal year ended December
31, 2023:
| Broker/Dealer |
|
Issuer |
|
Aggregate Fund
Holdings of
Broker/Dealer or Parent
(as of December 31, 2023) |
|
| JP Morgan Securities, Inc. |
|
JPMorgan Chase & Co |
|
$ |
4,171,021 |
|
| Morgan Stanley & Co. |
|
Morgan Stanley |
|
|
1,355,389 |
|
TAX
MATTERS
U.S. Federal Income Tax Matters
The following is a
general summary of certain U.S. federal income tax consequences that may be relevant to a shareholder that acquires, holds and/or
disposes of Common Shares of the Fund. This discussion addresses only U.S. federal income tax consequences to U.S. shareholders
who hold their Common Shares as capital assets and does not address all of the U.S. federal income tax consequences that may be
relevant to particular shareholders in light of their individual circumstances. This discussion also does not address the tax consequences
to shareholders of Common Shares who are subject to special rules, including, without limitation, shareholders with large positions
in the Fund, financial institutions, insurance companies, dealers in securities or foreign currencies, foreign holders, persons
who hold their shares as or in a hedge against currency risk, a constructive sale, or conversion transaction, holders who are subject
to the alternative minimum tax, or tax- exempt or tax-deferred plans, accounts, or entities. In addition, the discussion does not
address any state, local, or foreign tax consequences. The discussion is based upon present provisions of the Code, the regulations
promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change, which change may
be retroactive. We have not sought and will not seek any ruling from the IRS regarding any matters discussed herein. No assurance
can be given that the IRS would not assert, or that a court would not sustain, a position contrary to those set forth below. No
attempt is made to present a detailed explanation of all U.S. federal income tax concerns affecting the Fund and its shareholders,
and the discussion set forth herein does not constitute tax advice. Investors are urged to consult their own tax advisers
to determine the specific tax consequences to them of investing in the Fund, including the applicable federal, state, local and
foreign tax consequences to them and the effect of possible changes in tax laws.
The Fund has elected
to be treated, and intends to qualify each year, as a RIC under Subchapter M of the Code. To qualify for the favorable U.S. federal
income tax treatment generally accorded to RICs, the Fund must, among other things, (a) derive in each taxable year at least 90%
of its gross income from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition
of stock, securities or non-U.S. currencies, other income derived with respect to its business of investing in such stock, securities
or currencies, and net income derived from interests in “qualified publicly traded partnerships,” as defined in the
Code; (b) diversify its holdings so that, at the end of each quarter of each taxable year, (i) at least 50% of the value of the
Fund’s assets is represented by cash and cash items (including receivables), U.S. government securities, the securities of
other RICs and other securities, with such other securities of any one issuer limited for the purposes of this calculation to an
amount not greater than 5% of the value of the Fund’s total assets and not greater than 10% of the outstanding voting securities
of such issuer, and (ii) not more than 25% of the value of its total assets is invested, including through corporations in which
the Fund owns a 20% or more voting stock interest, in the securities (other than U.S. government securities or the securities of
other RICs) of a single issuer, or two or more issuers that the Fund controls and are engaged in the same, similar or related trades
or businesses, or the securities of one or more qualified publicly traded partnerships; and (c) distribute each year an amount
equal to or greater than the sum of 90% of its investment company taxable income (as that term is defined in the Code, but without
regard to the deduction for dividends paid) and 90% of its net tax-exempt interest. The requirements for qualification as a RIC
may significantly limit the extent to which the Fund may invest in some investments.
If the Fund failed
to qualify as a RIC or failed to satisfy the 90% distribution requirement in any taxable year, and was unable to cure such failure,
the Fund would be taxed in the same manner as a regular corporation on its taxable income (even if such income were distributed
to its shareholders) and distributions to shareholders would not be deductible by the Fund in computing its taxable income. Additionally,
all distributions out of current and accumulated earnings and profits (including distributions from net capital gain and net tax-exempt
interest) would be taxed to shareholders as ordinary dividend income. Such distributions generally would be eligible (i) to be
treated as “qualified dividend income,” as discussed below in the case of non-corporate shareholders and (ii) for the
dividends received deduction under Section 243 of the Code (the “Dividends Received Deduction”) in the case of corporate
shareholders. In addition, in order to requalify for taxation as a RIC, the Fund could be required to recognize unrealized gains,
pay substantial taxes and interest, and make certain distributions.
As a RIC, the Fund
generally will not be subject to U.S. federal income tax on its investment company taxable income (determined without regard to
the deduction for dividends paid) and net capital gain (the excess of net long-term capital gain over net short-term capital loss),
if any, that it distributes to shareholders. However, if the Fund retains any net capital gain or any investment company taxable
income, it will be subject to tax at the regular corporate U.S. federal income tax 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 U.S. federal income tax on long-term capital gains, (i) will be required to include in income for U.S. federal income
tax purposes, as long-term capital gain, their share of such undistributed amount, and (ii) will be entitled to credit their proportionate
shares of the U.S. federal income tax paid by the Fund on such undistributed amount against their U.S. federal income tax liabilities,
if any, and to claim refunds to the extent the credit exceeds such liabilities. For U.S. federal income tax purposes, the 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 U.S. federal income tax deemed paid by the shareholder under
clause (ii) of the preceding sentence. The Fund intends to distribute to its shareholders, at least annually, substantially all
of its investment company taxable income (determined without regard to the deduction for dividends paid) and the net capital gain
not otherwise retained by the Fund.
Amounts not distributed
on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% federal excise
tax. To prevent imposition of the excise tax, the Fund must distribute during each calendar year an amount at least equal to the
sum of (1) 98% of its ordinary taxable income (not taking into account any capital gains or losses) for the calendar year, (2)
98.2% of its capital gains in excess of its capital losses (adjusted for certain ordinary losses) for the one-year period ending
October 31 of the calendar year, and (3) any ordinary taxable income and capital gains for previous years that were not distributed
during those years and on which the Fund paid no U.S. federal income tax. To prevent application of the excise tax, the Fund intends
to make its distributions in accordance with the calendar year distribution requirement.
The Fund may elect
to treat part or all of any “qualified late year loss” as if it had been incurred in the succeeding taxable year in
determining the Fund’s taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect
of this election is to treat any such “qualified late year loss” as if it had been incurred in the succeeding taxable
year in characterizing Fund distributions for any calendar year. A “qualified late year loss” generally includes net
capital loss, net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year
(commonly referred to as “post-October losses”) and certain other late-year losses.
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. In addition, 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.
As of December 31,
2023, the Fund’s tax year end, the Fund had no unused capital loss carryforwards available for federal tax purposes to be
applied against future capital gains, if any.
Distributions
Except for distributions
of qualified dividend income (discussed below), distributions to shareholders of net investment income received by the Fund 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. Distributions, 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 a capital asset).
“Qualified dividend
income” received by non-corporate shareholders is taxed for U.S. federal income tax purposes at rates equivalent to long-term
capital gain tax rates, which reach a maximum of 20%. Qualified dividend income generally includes dividends from domestic corporations
and dividends from non-U.S. corporations that meet certain specified criteria. In order for some portion of the dividends received
by a Fund shareholder to be qualified dividend income, the Fund must meet certain holding period and other requirements with respect
to some portion of the dividend-paying stocks in its portfolio and the shareholder must meet the same holding period and other
requirements with respect to the shareholder’s Fund shares. A dividend will not be treated as qualified dividend income (at
either the Fund or shareholder level) (i) if the dividend is received with respect to any share of stock held (or treated as held)
for fewer than 61 days during the 121-day period beginning on the date which is 60 days before the date on which such share becomes
ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day period beginning
90 days before such date), (ii) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise)
to make related payments with respect to positions in substantially similar or related property, (iii) if the recipient elects
to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest,
or (iv) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income
tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation that is readily
tradable on an established securities market in the United States) or (b) treated as a passive foreign investment company.
In general, dividends
of net investment income received by corporate shareholders of the Fund will qualify for the 50% Dividends Received Deduction generally
available to corporations to the extent of the amount of eligible dividends received by the Fund from domestic corporations for
the taxable year. A dividend received by the Fund will not be treated as a qualifying dividend (i) if it has been received with
respect to any share of stock that the Fund has held (or is treated as holding) for less than 46 days (91 days in the case of certain
preferred stock) during the 91-day period beginning on the date which is 45 days before the date on which such share becomes ex-dividend
with respect to such dividend (during the 181-day period beginning 90 days before such date in the case of certain preferred stock)
or (ii) to the extent that the Fund is under an obligation (pursuant to a short sale or otherwise) to make related payments with
respect to positions in substantially similar or related property. Moreover, the Dividends Received Deduction may be disallowed
or reduced (i) if a corporate shareholder fails to satisfy the foregoing requirements with respect to its shares of the Fund or
(ii) by application of various provisions of the Code (for instance, the Dividends Received Deduction is reduced in the case of
a dividend received on debt-financed portfolio stock (generally, stock acquired with borrowed funds)). For purposes of determining
the holding period for stock on which a dividend is received, such holding period is reduced for any period the recipient has an
option to sell, is under a contractual obligation to sell or has made (and not closed) a short sale of substantially identical
stock or securities, and in certain other circumstances.
The straddle rules
discussed below could cause distributions that would otherwise qualify for the Dividends Received Deduction or constitute qualified
dividend income to fail to satisfy the applicable holding period requirements.
The tax character of
dividends and distributions is the same for U.S. federal income tax purposes whether reinvested in additional shares of the Fund
or paid in cash.
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.
Shareholders will be
notified annually as to the U.S. federal tax status of distributions, and shareholders receiving distributions in the form of additional
shares will receive a report as to the NAV of those shares.
A dividend or distribution
received shortly after the purchase of shares reduces the NAV of the shares by the amount of the dividend or distribution and,
although in effect a return of capital, will be taxable to the shareholder. If the NAV of shares were reduced below the shareholder’s
cost by dividends or distributions representing gains realized on sales of securities, such dividends or distributions, although
also in effect returns of capital, would be taxable to the shareholder in the same manner as other dividends or distributions.
This is known as “buying a dividend” and should be avoided by taxable investors.
If the Fund utilizes
leverage through borrowings, or otherwise, asset coverage limitations imposed by the 1940 Act as well as additional restrictions
that may be imposed by certain lenders on the payment of dividends or distributions potentially could limit or eliminate the Fund’s
ability to make distributions on its common shares and/or preferred shares, if any, until the asset coverage is restored. These
limitations could prevent the Fund from distributing at least 90% of its investment company taxable income as is required under
the Code and therefore might jeopardize the Fund’s qualification as a RIC and/or might subject the Fund to a nondeductible
4% federal excise tax. Upon any failure to meet the asset coverage requirements imposed by the 1940 Act, the Fund may, in its sole
discretion and to the extent permitted under the 1940 Act, purchase or redeem preferred shares, if any, in order to maintain or
restore the requisite asset coverage and avoid the adverse consequences to the Fund and its shareholders of failing to meet the
distribution requirements. There can be no assurance, however, that any such action would achieve these objectives. The Fund endeavors
to avoid restrictions on its ability to distribute dividends.
The IRS currently requires
that the Fund report distributions paid with respect to its Common 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 the total Fund dividends received by such class. Thus, the Fund will report dividends paid as capital gain or ordinary income
in a manner that allocates such dividends between the holders of the Common Shares in proportion to the total dividends paid to
each such class with respect to the taxable year, or otherwise as required by applicable law.
Sale or Liquidation of Fund Shares
The sale of shares
of the Fund normally will result in capital gain or loss to shareholders 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. The
gain or loss on shares held for one year or less will generally be treated as short-term capital gain or loss. Present law taxes
both long-term and short-term capital gains of corporations at the same rates applicable to ordinary income. For non-corporate
taxpayers, however, long-term capital gains are currently taxed at a maximum U.S. federal income tax rate of 20%, while short-term
capital gains and other ordinary income are currently taxed at ordinary income rates. If a shareholder sells or otherwise disposes
of shares before holding them for more than six months, any loss on the sale or disposition will be treated as a long-term capital
loss to the extent of any net capital gain dividends received by the shareholder with respect to such shares. Any loss realized
on a sale of shares of the Fund will be disallowed to the extent those shares of the Fund are replaced by other substantially identical
shares of the Fund or other substantially identical stock or securities (including through reinvestment of dividends) within a
period of 61 days beginning 30 days before and ending 30 days after the date of disposition of the original shares. In that event,
the basis of the replacement stock or securities will be adjusted to reflect the disallowed loss. The ability to deduct capital
losses may be subject to other limitations under the Code.
Medicare Tax
Certain non-corporate
shareholders are subject to an additional 3.8% tax on some or all of their “net investment income,” which includes
dividends and net capital gain distributions received from the Fund and net gains from taxable dispositions of Fund shares. This
tax generally applies to the extent net investment income, when added to other modified adjusted gross income, exceeds $200,000
for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), or $125,000 for a married
individual filing a separate return. Shareholders should consult their tax advisers regarding the applicability of this tax in
respect of their shares.
Nature of Fund’s Investments
The Fund’s investments
may be subject to special provisions of the Code that may, among other things, (i) disallow, suspend or otherwise limit the allowance
of certain losses or deductions, (ii) convert lower taxed long-term capital gains into higher taxed short-term capital gains or
ordinary income, (iii) convert an ordinary loss or a deduction into a capital loss, (iv) cause the Fund to recognize income or
gain without a corresponding receipt of cash, (v) adversely alter the characterization of certain Fund investments or distributions,
(vi) and/or affect the Fund’s ability to qualify as a RIC.
The Fund may invest
in, or write, certain futures and options contracts subject to section 1256 of the Code (“Section 1256 Contracts”).
Some of the Fund’s index call options may be Section 1256 Contracts. In general, any gain or loss arising from the lapse,
closing out or exercise of a Section 1256 Contract is treated as 60% long- term and 40% short-term capital gain or loss. In addition,
the Fund generally will be required to “mark to market” (i.e., treat as sold for fair market value) each outstanding
index option position that is a Section 1256 Contract at the close of each taxable year (and on October 31 of each year for excise
tax purposes). If a Section 1256 Contract held by the Fund at the end of a taxable year is sold in the following year, the amount
of any gain or loss realized on such sale will be adjusted to reflect the gain or loss previously taken into account under the
“mark to market” rules.
The Fund’s call
options that do not qualify as Section 1256 Contracts generally will be governed by Code section 1234. Pursuant to Code section
1234, if a written option expires unexercised, the premium received is short-term capital gain to the Fund. If the Fund enters
into a closing transaction, the difference between the premium received for writing the option, and the amount paid to close out
its position generally is short-term capital gain or loss.
Offsetting positions
held by the Fund involving certain derivative instruments, such as options, forward, and futures, as well as its long and short
positions in portfolio securities, may be considered, for U.S. federal income tax purposes, to constitute “straddles.”
Straddles are defined to include “offsetting positions” in actively traded personal property. For instance, a straddle
can arise if the Fund writes a call option on a stock (i.e., a call on a stock owned by the Fund), or writes a call
option on a stock index to the extent the Fund’s stock holdings (and any subset thereof) and the index on which it has written
a call overlap sufficiently to constitute a straddle under applicable Treasury Regulations. The tax treatment of “straddles”
is governed by section 1092 of the Code which, in certain circumstances, overrides or modifies the rules applicable to 1256 Contracts
described above. If the Fund is treated as entering into a “straddle” and at least one (but not all) of the Fund’s
positions in derivative contracts comprising a part of such straddle is a Section 1256 Contract then such straddle could be characterized
as a “mixed straddle.” The Fund may make one or more elections with respect to “mixed straddles.” Depending
upon which election is made, if any, the results with respect to the Fund may differ. Generally, to the extent the straddle rules
apply to positions established by the Fund, losses realized by the Fund may be deferred to the extent of unrealized gain in any
offsetting positions. Moreover, as a result of the straddle rules, short-term capital loss on straddle positions may be recharacterized
as long-term capital loss, and long-term capital gain may be characterized as short-term capital gain. In addition, the existence
of a straddle can cause the holding periods to be tolled on the offsetting positions. As a result, the straddle rules could cause
distributions that would otherwise constitute “qualified dividend income” or qualify for the Dividends Received Deduction
to fail to satisfy the applicable holding period requirements described below. Furthermore, the Fund may be required to capitalize,
rather than deduct currently, any interest expense and carrying charges applicable to a position that is part of a straddle, including
any interest on indebtedness incurred or continued to purchase or carry any positions that are part of a straddle. The application
of the straddle rules to certain offsetting Fund positions can therefore affect the amount, timing and/or character of distributions
to shareholders, and may result in significant differences from the amount, timing and/or character of distributions that would
have been made by the Fund if it had not entered into offsetting positions in respect of certain of its portfolio securities.
If the Fund enters
into a “constructive sale” of any appreciated financial position in its portfolio, the Fund will be treated as if it
had sold and immediately repurchased the property and must recognize gain (but not loss) with respect to that position. A constructive
sale of an appreciated financial position occurs when the Fund enters into certain offsetting transactions with respect to the
same or substantially identical property, including, but not limited to: (i) a short sale; (ii) an offsetting notional principal
contract; (iii) a futures or forward contract; or (iv) other transactions identified in future Treasury Regulations. The character
of the gain from constructive sales will depend upon the Fund’s holding period in the appreciated financial position. Losses
realized from a sale of a position that was previously the subject of a constructive sale will be recognized when the position
is subsequently disposed of. The character of such losses will depend upon the Fund’s holding period in the position beginning
with the date the constructive sale was deemed to have occurred and the application of various loss deferral provisions in the
Code. Constructive sale treatment does not apply to certain closed transactions, including if such a transaction is closed on or
before the 30th day after the close of the Fund’s taxable year and the Fund holds the appreciated financial position unhedged
throughout the 60-day period beginning with the day such transaction was closed.
The Fund may acquire
debt securities that are market discount bonds. A market discount bond is a security acquired in the secondary market at a price
below its redemption value (or its adjusted issue price if it is also an original issue discount bond). If the Fund invests in
a market discount bond, it will be required to treat any gain recognized on the disposition of such market discount bond as ordinary
taxable income to the extent of the accrued market discount unless the Fund elects to include the market discount in taxable income
as it accrues.
The application of
certain requirements for qualification as a RIC and the application of certain other U.S. federal income tax rules may be unclear
in some respects in connection with investments in certain derivatives and other investments. As a result, the Fund may be required
to limit the extent to which it invests in such investments and it is also possible that the IRS may not agree with the Fund’s
treatment of such investments. In addition, the tax treatment of derivatives and certain other investments may be affected by future
legislation, Treasury Regulations and guidance issued by the IRS (which could apply retroactively) that could affect the timing,
character and amount of a Fund’s income and gains and distributions to shareholders, affect whether the Fund has made sufficient
distributions and otherwise satisfied the requirements to maintain its qualification as a RIC and avoid federal income and excise
taxes or limit the extent to which the Fund may invest in certain derivatives and other investments in the future.
Generally, the character
of the income or gains that the Fund receives from another investment company will pass through to the Fund’s shareholders
as long as the Fund and the other investment company each qualify as RICs. However, to the extent that another investment company
that qualifies as a RIC realizes net losses on its investments for a given taxable year, the Fund will not be able to recognize
its share of those losses until it disposes of shares of such investment company. Moreover, even when the Fund does make such a
disposition, a portion of its loss may be recognized as a long-term capital loss, which will not be treated as favorably for U.S.
federal income tax purposes as an ordinary deduction. In particular, the Fund will not be able to offset any capital losses from
its dispositions of shares of other investment companies against its ordinary income. As a result of the foregoing rules, and certain
other special rules, it is possible that the amounts of net investment income and net capital gains that the Fund will be required
to distribute to shareholders will be greater than such amounts would have been distributed had the Fund invested directly in the
securities held by the investment companies in which it invests, rather than investing in shares of the investment companies. For
similar reasons, the character of distributions from the Fund (e.g., long-term capital gain, qualified dividend income,
etc.) will not necessarily be the same as it would have been had the Fund invested directly in the securities held by the investment
companies in which it invests.
Foreign Taxes
Income received by
the Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax conventions
between certain countries and the U.S. may reduce or eliminate such taxes. The Fund does not expect to be eligible to elect to
“pass through” to the Fund’s shareholders the amount of eligible foreign income and similar taxes paid by the
Fund.
Tax-Exempt Shareholders
Certain tax-exempt
shareholders, including qualified pension plans, individual retirement accounts, salary deferral arrangements, 401(k)s, and other
tax-exempt entities, generally are exempt from U.S. federal income taxation except with respect to their unrelated business taxable
income (“UBTI”). Tax-exempt entities are not permitted to offset losses from one trade or business against the income
or gain of another trade or business. Certain net losses incurred prior to January 1, 2018 are permitted to offset gain and income
created by an unrelated trade or business, if otherwise available. Under current law, the Fund generally serves to block UBTI from
being realized by their tax-exempt shareholders. However, notwithstanding the foregoing, the tax-exempt shareholder could realize
UBTI by virtue of an investment in the Fund where, for example: (i) the Fund invests in residual interests of Real Estate Mortgage
Investment Conduits (“REMICs”), (ii) the Fund invests in a REIT that is a taxable mortgage pool (“TMP”)
or that has a subsidiary that is a TMP or that invests in the residual interest of a REMIC, or (iii) shares in the Fund constitute
debt-financed property in the hands of the tax-exempt shareholder within the meaning of section 514(b) of the Code. Charitable
remainder trusts are subject to special rules and should consult their tax advisor. The IRS has issued guidance with respect to
these issues and prospective shareholders, especially charitable remainder trusts, are strongly encouraged to consult their tax
advisors regarding these issues.
The Fund’s shares
held in a tax-qualified retirement account will generally not be subject to federal taxation on income and capital gains distributions
from the Fund until a shareholder begins receiving payments from their retirement account. Because each shareholder’s tax
situation is different, shareholders should consult their tax advisor about the tax implications of an investment in the Fund.
Backup Withholding
The Fund may be required
to withhold U.S. federal income tax from all distributions and redemption proceeds payable to shareholders who fail to provide
the Fund with their correct taxpayer identification number or to make required certifications, or who have been notified by the
IRS that they are subject to backup withholding. The backup withholding percentage is 24%. Corporate shareholders and certain other
shareholders specified in the Code generally are exempt from such backup withholding. This withholding is not an additional tax.
Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the required information
is furnished to the IRS.
Foreign Shareholders
U.S. taxation of a
shareholder who, as to the United States, is a nonresident alien individual, a foreign trust or estate, or a foreign corporation
(“foreign shareholder”) depends on whether the income of the Fund is “effectively connected” with a U.S.
trade or business carried on by the shareholder. If a partnership (including an entity treated as a partnership for U.S. federal
income tax purposes) holds Fund shares, the tax treatment of a partner in the partnership will generally depend upon the status
of the partner and the activities of the partnership. A partner in a partnership holding Fund shares should consult its tax advisors
with respect to the purchase, ownership and disposition of Fund shares.
Income not Effectively Connected
If the income from
the Fund is not “effectively connected” with a U.S. trade or business carried on by the foreign shareholder, distributions
of investment company taxable income will generally be subject to a U.S. tax of 30% (or lower treaty rate), which tax is generally
withheld from such distributions. Distributions which are reported by the Fund as “interest-related dividends” or “short-term
capital gain dividends” are exempt from the 30% withholding tax. Interest-related dividends and short-term capital gain dividends
generally represent distributions of interest or short-term capital gains that would not have been subject to U.S. withholding
tax at the source if they had been received directly by a foreign person and satisfy certain other requirements.
Distributions of capital
gain dividends (including any amounts retained by the Fund which are reported as undistributed capital gains) and gains recognized
on the sale or other disposition of our common stock will not be subject to U.S. tax at the rate of 30% (or lower treaty rate)
unless the foreign shareholder is a nonresident alien individual and is physically present in the United States for more than 182
days during the taxable year and meets certain other requirements. However, this 30% tax on capital gains of nonresident alien
individuals who are physically present in the United States for more than the 182 day period only applies in exceptional cases
because any individual present in the United States for more than 182 days during the taxable year is generally treated as a resident
for U.S. income tax purposes; in that case, he or she would be subject to U.S. income tax on his or her worldwide income at the
graduated rates applicable to U.S. citizens, rather than the 30% U.S. tax. In the case of a foreign shareholder who is a nonresident
alien individual, the Fund may be required to withhold U.S. income tax from distributions of net capital gain unless the foreign
shareholder certifies his or her non-U.S. status under penalties of perjury or otherwise establishes an exemption. See “Tax-Matters—Backup
Withholding.”
Income Effectively Connected
If the income from
the Fund is “effectively connected” with a U.S. trade or business carried on by a foreign shareholder, then distributions
of investment company taxable income and capital gain dividends, any amounts retained by the Fund which are reported as undistributed
capital gains and any gains realized upon the sale or exchange of shares of the Fund will be subject to U.S. income tax at the
graduated rates applicable to U.S. citizens, residents and domestic corporations. Foreign corporate shareholders also may be subject
to the branch profits tax imposed by the Code. Certain certification and disclosure requirements, including delivery of a properly
executed IRS Form W-8ECI, must be satisfied for income effectively connected with a U.S. trade or business to be exempt from the
30% withholding described above under “Foreign Shareholders—Income not Effectively Connected”.
The tax consequences
to a foreign shareholder entitled to claim the benefits of an applicable tax treaty may differ from those described herein. Foreign
shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment
in the Fund.
FATCA Reporting and Withholding Requirements
Under legislation known
as “FATCA” (the Foreign Account Tax Compliance Act), the Fund will be required to withhold 30% of the ordinary dividends
it pays to shareholders that fail to meet prescribed information reporting or certification requirements. In general, no such withholding
will be required with respect to a U.S. person or foreign person that timely provides the certifications required by the Fund or
its agent on a valid IRS Form W-9, W-8BEN or W-8BEN-E, respectively. Shareholders potentially subject to withholding include foreign
financial institutions (“FFIs”), such as foreign investment funds, and non-financial foreign entities (“NFFEs”).
To avoid withholding under FATCA, an FFI generally must enter into an information sharing agreement with the IRS in which it agrees
to report certain identifying information (including name, address, and taxpayer identification number) with respect to its U.S.
account holders (which, in the case of an entity shareholder, may include its direct and indirect U.S. owners), and an NFFE generally
must identify itself and may be required to provide other required information to the Fund or other withholding agent regarding
its U.S. owners, if any. Such foreign shareholders also may fall into certain exempt, excepted or deemed compliant categories as
established by regulations and other guidance. A non-U.S. entity that invests in the Fund will need to provide the Fund with documentation
properly certifying the entity’s status under FATCA in order to avoid FATCA withholding. A foreign shareholder resident or
doing business in a country that has entered into an intergovernmental agreement with the U.S. to implement FATCA may be subject
to different requirements provided that the shareholder and the applicable foreign government comply with the terms of such agreement.
Foreign shareholders are encouraged to consult with their tax advisers regarding the possible implications of these requirements
on their investment in Fund shares.
Regulations On “Reportable Transactions”
Under Treasury regulations,
generally, if a shareholder recognizes a loss with respect to Common Shares of $2 million or more for an individual shareholder
or $10 million or more for a corporate shareholder in any single taxable year (or a greater loss over a combination of years),
the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in
many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. The fact
that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment
of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light
of their individual circumstances.
Other Tax Considerations
Fund shareholders may
be subject to state, local and foreign taxes on their Fund distributions. Shareholders are advised to consult their own tax advisors
with respect to the particular tax consequences to them of an investment in the Fund.
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 December 31, 2023 are incorporated herein by reference in this SAI. In addition, 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 1934 Act prior to the termination of the offering will be incorporated by reference into this SAI and deemed to be part
of this SAI from the date of the filing of such reports and documents. 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 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 [ ] is [ ].
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
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. |
Financial Statements: |
| |
|
| |
● Fiscal years ended December 31, 2023, 2022, 2021, 2020 and 2019 are incorporated in Part A by reference to the Registrant's December 31, 2023 Annual Report (audited) on Form N-CSR, as filed with the SEC via EDGAR Accession No. 0001193125-24-062337 on March 7, 2024.
● Fiscal years ended December 31, 2018, 2017, 2016, 2015 and 2014 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. 0001193125-19-068613 on March 8, 2019.
Contained in Part B:
Financial Statements are incorporated in Part B by reference to the Registrant’s December 31, 2023 Annual Report (audited) on Form N-CSR as filed with the U.S. Securities and Exchange Commission (the “SEC”) via EDGAR Accession No. 0001193125-24-062341 on March 7, 2024. |
| |
|
| 2. |
Exhibits: |
| |
|
|
| |
a.1. |
Declaration of Trust dated November 11, 2004. Filed on September 23, 2005 as exhibit a.1. to Registrant's registration statement on Form N-2 (File No. 333-128545) and incorporated herein by reference. |
| |
|
|
| |
a.2 |
Amended and Restated Declaration of Trust dated December 22, 2014. Filed on March 29, 2018 as exhibit a.2 to Registrant's registration statement on Form N-2 (File No. 333-224036) and incorporated herein by reference. |
| |
|
|
| |
b. |
Amended and Restated By-Laws of Registrant dated February 28, 2024 is incorporated herein by reference to Exhibit b to Nuveen Municipal High Income Opportunity Fund’s Registration Statement on Form N-2 (File Nos. 333-277778 and 811-21449), as filed with the SEC via EDGAR Accession No. 0001193125-24-063442 on March 8, 2024. |
| |
|
|
| |
c. |
None. |
| |
|
|
| |
d. |
Not applicable. |
| |
|
|
| |
e. |
Terms
and Conditions of the Automatic Dividend Reinvestment Plan. Filed on June 28, 2018 as Exhibit e. to the Registrant’s
Registration Statement is incorporated herein by reference to Exhibit e to Nuveen Nasdaq 100 Dynamic Overwrite Fund’s Registration
Statement on Form N-2ASR (File Nos. 333-279013 and 811-22971) as filed with the SEC via EDGAR Accession No. 0001999371-24-005474 on
April 30, 2024. on Form N-2 (File No. 333-224240) and incorporated by reference herein. |
| |
|
|
| |
f. |
None. |
| |
g.1 |
Investment Management Agreement dated October 1, 2014 between Registrant and Nuveen Fund Advisors, LLC. Filed on March 29, 2018 as exhibit g.1 to Registrant’s registration statement on Form N-2 (File No. 333-224036) and incorporated herein by reference. |
| |
|
|
| |
g.2 |
Continuance of Investment Management Agreement between the Registrant and Nuveen Fund Advisors, LLC dated July 30, 2020. Filed on July 22, 2021 as exhibit g.2 to Registrant’s registration statement on Form N-2 (File No. 333-237421) and incorporated herein by reference.. |
| |
|
|
| |
g.3 |
Investment Sub-Advisory Agreement dated December 19, 2014 between Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC. Filed on March 29, 2018 as exhibit g.3 to Registrant’s registration statement on Form N-2 (File No. 333-224036) 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 31, 2020. Filed on July 22, 2021 as exhibit g.4 to Registrant’s registration statement on Form N-2 (File No. 333-237421) and incorporated herein by reference.. |
| |
|
|
| |
h.1 |
Distribution Agreement relating to At-the-Market Offerings dated May 3, 2018 between the Registrant and Nuveen Securities, LLC. Filed on June 6, 2018 as exhibit h.1 to Registrant’s registration statement on Form N-2 (File No. 333-224036) and incorporated herein by reference. |
| |
h.2 |
Dealer Agreement relating to At-the-Market Offerings dated May 23, 2018 between Nuveen Securities, LLC and UBS Securities, LLC. Filed on June 6, 2018 as exhibit h.2 to Registrant’s registration statement on Form N-2 (File No. 333-224036) and incorporated herein by reference. |
| |
|
|
| |
h.3 |
Distribution Agreement Relating to At-the-Market offerings between the Registrant and Nuveen Securities, LLC dated July 12, 2021. Filed on July 22, 2021 as exhibit h.3 to Registrant’s registration statement on Form N-2 (File No. 333-237421) and incorporated herein by reference. |
| |
|
|
| |
h.4 |
Dealer Agreement Relating to At-the-Market offerings between Nuveen Securities, LLC and UBS Securities, LLC dated July 22, 2021. Filed on July 22, 2021 as exhibit h.4 to Registrant’s registration statement on Form N-2 (File No. 333-237421) and incorporated herein by reference. |
| |
|
|
| h.5 | Distribution
Agreement Relating to At-the-Market offerings between the Registrant and Nuveen Securities LLC to be filed by amendment. |
| | | |
| h.6 | Dealer
Agreement Relating to At-the-Market offerings between Nuveen Securities, LLC and UBS Securities, LLC to be filed by amendment. |
| |
i.1 |
Nuveen Fund Board Voluntary Deferred Compensation Plan for Independent Directors and Trustees, effective November 1, 2021, is incorporated herein by reference to Exhibit f. to Nuveen Global Net Zero Transition ETF’s Registration Statement on Form N-1A (File Nos. 333-212032 and 811-23161), as filed with the SEC via EDGAR Accession No. 0001193125-22-292568 on November 25, 2022. |
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|
|
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i.2 |
Nuveen Fund Board Voluntary Deferred Compensation Plan for Independent Directors and Trustees, effective November 1, 2021, as amended July 1, 2023, is incorporated herein by reference to Exhibit (i)(3) to Nuveen Enhanced High Yield Municipal Bond Fund Registration Statement on Form N-2 (File No. 333-231722 and 811-23445), as filed with the SEC via EDGAR Accession No. 0001193125-23-197735 on July 28, 2023. |
| |
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 March 29, 2018 as exhibit k.1 to Registrant’s registration statement on Form N-2 (File No. 333-224036)
and incorporated herein by reference. |
| |
|
|
| |
k.2 |
First
Amendment and updated Schedule A, dated September 7, 2017, to the Transfer Agency and Service Agreement dated June 15,
2017 between the Registrant and ComputerShare Inc. and ComputerShare Trust Company, N.A. Filed on March 29, 2018 as exhibit
k.2 to Registrant’s registration statement on Form N-2 (File No. 333-224036) and incorporated herein by
reference. |
| |
|
|
| |
k.3 |
Second Amendment and updated Schedule A, dated February 26, 2018, to the Transfer Agency and Service Agreement dated June 15, 2017 between the Registrant and Computershare Inc. and Computershare Trust Company, N.A. Filed on July 22, 2021 as exhibit k.3 to Registrant’s registration statement on Form N-2 (File No. 333-237421) and incorporated herein by reference. |
| |
|
|
| |
k.4 |
Third
Amendment and updated Schedule A, dated May 11, 2020, to the Transfer Agency and Service Agreement dated June 15, 2017 between the
Registrant and Computershare Inc. and Computershare Trust Company, N.A. Filed on July 22, 2021 as exhibit k.4 to Registrant’s
registration statement on Form N-2 (File No. 333-237421) and incorporated herein by reference. |
| |
k.5 |
Amended and Restated Schedule A, effective March 28, 2023, to the Transfer Agency and Service Agreement between the Registrant and Computershare Inc. and Computershare Trust Company N.A. is incorporated herein by reference to Exhibit k.5 to Nuveen California Select Tax Free Income Portfolio’s Registration Statement on Form N-2 (File Nos. 333-271871 and 811-06623), as filed with the SEC via EDGAR Accession No. 0001193125-23-143216 on May 12, 2023. |
| |
|
|
| |
k.6 |
Rule 12d1-4 Investment Agreement between RiverNorth Funds as Acquiring Funds and Nuveen CEFs as Acquired Funds, dated January 19, 2022, is incorporated herein by reference to Exhibit k.6 to Nuveen California Select Tax Free Income Portfolio’s Registration Statement on Form N-2 (File Nos. 333-271871 and 811-06623), as filed with the SEC via EDGAR Accession No. 0001193125-23-143216 on May 12, 2023. |
| |
|
|
| |
l.1 |
Opinion and Consent of [ ]. |
| |
|
|
| |
l.2 |
Opinion and Consent of [ ]. |
| |
|
|
| |
m. |
Not Applicable. |
| |
|
|
| |
n. |
Consent of [ ]. |
| |
|
|
| |
o. |
None. |
| |
|
|
| |
p. |
None. |
| |
|
|
| |
q. |
None. |
| |
|
|
| |
r.1 |
Code of Ethics and Reporting Requirements of Nuveen, as amended January 1, 2024, is incorporated herein by reference to Exhibit p.i. to Nushares ETF Trust’s Registration Statement on Form N-1A (File Nos. 333-212032 and 811-23161), as filed with the SEC via EDGAR Accession No. 0001193125-24-051051 on February 29, 2024. |
| |
|
|
| |
r.2 |
Code of Ethics for the Independent Trustees of the Nuveen Funds, TIAA-CREF Funds and TIAA-CREF Funds, dated January 1, 2024, is incorporated herein by reference to Exhibit p.ii. to Nushares ETF Trust’s Registration Statement on Form N-1A (File Nos. 333-212032 and 811-23161), as filed with the SEC via EDGAR Accession No. 0001193125-24-051051 on February 29, 2024. |
| |
s. |
Calculation of Filing Fee Tables 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. Kenny and Starr, dated January 1, 2024, are filed herewith. |
| |
|
|
| |
t.3 |
Powers of Attorney for Messrs. Boateng and Starr, dated July 10, 2024, are filed herewith. |
| Item 26: |
Marketing Arrangements. |
See relevant sections
of the Distribution Agreement and Dealer Agreement to be filed as Exhibits h.3 and h.4, respectively, to this Registration
Statement.
| Item 27: |
Other Expenses of Issuance and Distribution. |
| Printing and Engraving Fees |
|
$ |
[ ] |
|
| Legal Fees |
|
$ |
[ ] |
|
| Accounting Fees |
|
$ |
[ ] |
|
| Stock Exchange Listing Fees |
|
$ |
[ ] |
|
| Miscellaneous Fees |
|
$ |
[ ] |
|
| |
|
$ |
[ ] |
|
| Item 28: |
Persons Controlled by or under Common Control with Registrant. |
None.
| Item 29: |
Number of Holders of Securities. |
As of March 31, 2024:
|
Title of Class |
|
Number of
Record Holders |
|
| Common Shares, $0.01 par value |
|
|
[ ] |
|
| Total |
|
|
[ ] |
|
| Item 30: |
Indemnification. |
Article XII, Section 4 of the Registrant’s Declaration
of Trust provides as follows:
Article XII, Section 4:
Indemnification 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 4 of
the Dealer Agreement filed as Exhibit h.5 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 (the “1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933
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 1933 Act and will be governed by the final adjudication of such issue.
| Item 31: |
Business and Other Connections of Investment 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 (since 2020), Nuveen Alternative Advisors LLC; Executive Vice President (since 2024) and Chief Financial Officer (since 2020), formerly, Senior Vice President (2020-2024), TIAA-CREF
Asset Management LLC; formerly, Senior Vice President and Chief Financial Officer (2020-2023), Teachers Advisors, LLC and TIAA-CREF Investment
Management, LLC; 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). |
|
Name and Position with Nuveen Fund Advisors |
|
Other Business, Profession, Vocation or
Employment During Past Two Years |
| |
|
| 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 |
|
Chief Executive Officer and President (since 2024), formerly, Executive
Vice President (2020-2024) 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. |
|
Name and Position with Nuveen Asset Management |
|
Other Business Profession, Vocation or
Employment During Past Two Years |
| |
|
| 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.
| 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. |
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 to be
signed on its behalf by the undersigned, thereunto duly authorized, in this City of Chicago, and State of Illinois, on the 26th
day of July 2024.
| NUVEEN S&P 500 DYNAMIC OVERWRITE
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) |
|
July 26, 2024 |
| |
|
|
|
/s/ David J.
Lamb
David J. Lamb |
|
Chief Administrative Officer
(principal executive officer) |
|
July 26, 2024 |
| |
|
|
| Thomas J. Kenny* |
|
Co-Chair of the Board and Trustee |
|
|
| |
|
|
| Robert L. Young* |
|
Co-Chair of the Board and 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 |
|
|
| |
|
|
|
|
| Terence J. Toth* |
|
Trustee |
|
|
| |
|
|
|
|
| Margaret L. Wolff* |
|
Trustee |
|
|
| |
|
|
|
|
| By*: |
/s/ Mark L.
Winget |
|
| |
Mark L. Winget, |
| |
Attorney-in-Fact |
| |
July 26, 2024 |
| * |
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
Nuveen S&P 500 Dynamic Overwrite Fund N-2/A
Exhibit 99(s)
Calculation of Filing Fee
Tables
Form N-2
(Form Type)
Nuveen S&P 500
Dynamic Overwrite 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(1) |
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 |
Rule 457(c) |
— |
— |
|
|
|
|
|
|
|
| |
Other |
Rights to purchase
Common Shares(2) |
— |
— |
— |
— |
— |
— |
|
|
|
|
| Fees Previously Paid |
Equity |
Common Shares, $0.01
par value per share |
— |
— |
— |
— |
— |
— |
|
|
|
|
| |
Other |
Rights to purchase
Common Shares(2) |
— |
— |
— |
— |
— |
— |
|
|
|
|
| Carry Forward Securities |
| Carry Forward Securities |
Equity |
Common Shares, $0.01
par value per share |
Rule 415(a)(6) |
4,235,232 |
$18.07 |
$76,530,642.24 |
0.0001091(3) |
$8,349.49 |
N-2/A |
333-237421 |
July 28, 2021 |
$8,349.49(4) |
| |
Total Offering Amounts |
|
$76,530,642.24 |
|
— |
|
|
|
|
| |
Total Fees Previously Paid |
|
|
|
$8,349.49(4) |
|
|
|
|
| |
Total Fee Offsets |
|
|
|
— |
|
|
|
|
| |
Net Fee Due |
|
|
|
$0 |
|
|
|
|
(1) Estimated pursuant
to Rule 457(c) under the Securities Act of 1933 (“Securities Act”) solely for purposes of determining the registration fee.
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.
(3) The then-current
fee rate was $109.10 per $1,000,000.
(4) The Registrant
previously registered 4,993,317 Common Shares in reliance on Rule 457(c) under the Securities Act, with respect to which the Registrant
paid filing fees of $9,844.01 in its prior Registration Statement (File No. 333-237421), which was declared effective on July 28, 2021
(the “2021 Registration Statement”). As of the time of this filing, 4,235,232 Common Shares remain unsold from the 2021 Registration
Statement. Pursuant to Rule 415(a)(6) under the Securities Act, this Registration Statement carries forward such unsold Common Shares,
with respect to which $8,349.49 in filing fees have already been paid. Because this Registration Statement only includes such carry forward
securities for which a registration fee was previously paid, no additional filing fees are currently due.
Nuveen S&P 500 Dynamic Overwrite Fund N-2/A
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 S&P 500 Dynamic Overwrite Fund N-2/A
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 S&P 500 Dynamic Overwrite Fund N-2/A
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 S&P 500 Dynamic O... (NYSE:SPXX)
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From Oct 2024 to Nov 2024
Nuveen S&P 500 Dynamic O... (NYSE:SPXX)
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From Nov 2023 to Nov 2024
