UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement. |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). |
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Definitive Proxy Statement. |
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Definitive Additional Materials. |
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Soliciting Material under §240.14a-12 |
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Nuveen California AMT-Free Quality Municipal Income Fund (NKX) |
| (Name of Registrant as Specified In Its Charter) |
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| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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| Payment of Filing Fee (check the appropriate box): |
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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| Notice of Annual Meeting
of Shareholders to be held on
November 14, 2024 |
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333 West Wacker Drive
Chicago, Illinois 60606
(800) 257-8787 |
October 17, 2024
Nuveen Arizona Quality Municipal Income Fund (NAZ)
Nuveen California AMT-Free Quality Municipal Income Fund (NKX)
Nuveen California Municipal Value Fund (NCA)
Nuveen
California Quality Municipal Income Fund (NAC)
Nuveen Massachusetts Quality Municipal Income Fund (NMT)
To the Shareholders of the Above Funds:
Notice is hereby given
that the Annual Meeting of Shareholders of each of Nuveen Arizona Quality Municipal Income Fund (“Arizona Quality”), Nuveen California AMT-Free Quality Municipal Income Fund (“California AMT-Free”), Nuveen California Municipal Value Fund (“California Value”), Nuveen California Quality Municipal Income Fund (“California Quality”) and Nuveen Massachusetts Quality Municipal
Income Fund (“Massachusetts Quality”), each a Massachusetts business trust (each, a “Fund” and collectively, the “Funds”), will be held on Thursday, November 14, 2024, at 2:00 p.m., Central time (for each Fund, an
“Annual Meeting” and collectively, the “Annual Meetings”), for the following purposes and to transact such other business, if any, as may properly come before the Annual Meeting.
We will be hosting this year’s Annual Meeting as a completely virtual meeting of shareholders, which will be conducted online via live webcast. You will be able to
attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetnow.global/MPR7XU9 at the meeting date and time described in the accompanying Joint
Proxy Statement. If your shares are registered in your name, to participate in the Annual Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. If your
shares are held through an intermediary, you will need to register for the Annual Meeting at least three (3) business days prior to the Annual Meeting. Instructions for registering are set forth in the enclosed Joint Proxy Statement. There is
no physical location for the Annual Meeting.
Matters to Be Voted on by Shareholders:
| 1. |
To elect Members to the Board of Trustees (each a “Board” and each Trustee a “Board Member”) of each
Fund as outlined below: |
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a. |
For Arizona Quality, California AMT-Free, California Quality and Massachusetts
Quality, to elect five (5) Board Members. |
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i) |
three (3) Class III Board Members to be elected by the holders of Common Shares and Preferred Shares, voting
together as a single class; and |
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ii) |
two (2) Board Members to be elected by the holders of Preferred Shares only, voting separately as a single class.
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b. |
For California Value, to elect four (4) Class III Board Members. |
2. To transact such other business as may properly come before the Annual Meeting.
Shareholders of record at the close of business on September 20, 2024 are entitled to notice of and to vote at the Annual Meeting.
While all shareholders are cordially invited to attend the virtual Annual Meeting, we encourage you to vote your shares promptly, whether or not you plan to attend
the virtual Annual Meeting in order to avoid delay and additional expense and to assure that your shares are represented. You may vote by mail, telephone or over the Internet. To vote by mail, please mark, sign, date and mail the enclosed proxy
card. No postage is required if mailed in the United States. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote over the Internet, go to
the Internet address provided on your proxy card and follow the instructions, using your proxy card as a guide.
Mark L. Winget
Vice President and Secretary
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| Joint Proxy Statement |
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333 West Wacker Drive
Chicago, Illinois 60606
(800) 257-8787 |
October 17, 2024
This Joint Proxy Statement is first being
mailed to shareholders on or about October 21, 2024.
Nuveen Arizona Quality Municipal Income Fund (NAZ)
Nuveen California AMT-Free Quality Municipal Income Fund (NKX)
Nuveen California Municipal Value Fund (NCA)
Nuveen
California Quality Municipal Income Fund (NAC)
Nuveen Massachusetts Quality Municipal Income Fund (NMT)
General Information
This Joint Proxy Statement is furnished in
connection with the solicitation by the Board of Trustees (each a “Board” and collectively, the “Boards,” and each Trustee, a “Board Member” and collectively, the “Board Members”) of each of Nuveen Arizona
Quality Municipal Income Fund (“Arizona Quality”), Nuveen California AMT-Free Quality Municipal Income Fund (“California AMT-Free”), Nuveen
California Municipal Value Fund (“California Value”), Nuveen California Quality Municipal Income Fund (“California Quality”) and Nuveen Massachusetts Quality Municipal Income Fund (“Massachusetts Quality”), each a
Massachusetts business trust (each, a “Fund” and collectively, the “Funds”), of proxies to be voted at the Annual Meeting of Shareholders to be held on Thursday, November 14, 2024, at 2:00 p.m., Central time (for each Fund,
an “Annual Meeting” and collectively, the “Annual Meetings”), and at any and all adjournments or postponements thereof.
The Annual Meeting will
be held in a virtual meeting format only, which will be conducted online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the
meeting by visiting: www.meetnow.global/MPR7XU9 at the meeting date and time. If your shares are registered in your name, to participate in the Annual Meeting, you will need to log on using the control number from your proxy card or meeting notice.
The control number can be found in the shaded box. There is no physical location for the Annual Meeting.
If you hold your shares through an intermediary, such as a
bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings
along with your name and email address to Computershare. You must contact the bank or broker who holds your shares to obtain your legal proxy. Requests for registration must be labeled as “Legal Proxy” and be received no later than
5:00 p.m., Eastern Time, three (3) business days prior to the meeting date. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us by
emailing an image of your legal proxy to shareholdermeetings@computershare.com.
On the matters coming before each Annual Meeting as to which a choice has been
specified by shareholders on the proxy, the shares will be voted accordingly. If a properly executed
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proxy is returned and no choice is specified, the shares will be voted FOR the election of the nominees as listed in this Joint Proxy Statement. Shareholders of a Fund who execute proxies may
revoke them at any time before they are voted by filing with that Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the virtual Annual Meeting and voting at the Annual Meeting. A prior
proxy can also be revoked by voting again through the toll-free number or the Internet address listed in the proxy card. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.
The Board of each Fund has determined that the use of this Joint Proxy Statement for each Annual Meeting is in the best interest of each Fund and its shareholders in
light of the similar matters being considered and voted on by the shareholders.
The following table indicates which shareholders are solicited with respect to each
matter:
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| Matter |
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Common Shares(1) |
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Preferred Shares(2) |
| 1(a)(i) |
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For Arizona Quality, California AMT-Free, California Quality and Massachusetts Quality, election of three
(3) Class III Board Members by all shareholders. |
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X |
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X |
| 1(a)(ii) |
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For Arizona Quality, California AMT-Free, California Quality and Massachusetts Quality, election of two
(2) Board Members by holders of Preferred Shares only. |
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N/A |
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X |
| 1(b) |
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For California Value, election of four (4) Class III Board Members by all shareholders. |
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X |
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N/A |
| (1) |
Common shares of beneficial interest, $0.01 par value, of each Fund are collectively referred to herein as “Common
Shares.” |
| (2) |
Adjustable Rate MuniFund Term Preferred Shares (“AMTP Shares”) for Arizona Quality; Variable Rate Demand
Preferred Shares (“VRDP Shares”) for California AMT-Free, California Quality and Massachusetts Quality; and MuniFund Preferred Shares (“MFP Shares”) for California AMT-Free and California Quality are collectively referred to herein as “Preferred Shares.” |
A quorum of
shareholders is required to take action at each Annual Meeting. A majority of the shares entitled to vote at each Annual Meeting, represented in person (through participation by means of remote or “virtual” communication) or by proxy, will
constitute a quorum of shareholders at that Annual Meeting, except that for the election of the two Board Member nominees by holders of Preferred Shares (for each Fund other than California Value), 331⁄3% of the Preferred Shares entitled to vote and represented in person (through participation by means of remote or “virtual” communication) or by proxy will constitute a quorum. Votes cast in person
(through participation by means of remote or “virtual” communication) or by proxy at each Annual Meeting will be tabulated by the inspectors of election appointed for that Annual Meeting. The inspectors of election will determine whether
or not a quorum is present at the Annual Meeting. The inspectors of election will treat abstentions and “broker non-votes” (i.e., shares held by brokers or nominees, typically in “street
name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes
of determining a quorum. The proposal described in this Joint Proxy Statement is considered a “routine” matter under the rules of the New York Stock Exchange (“NYSE”), and
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beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their shares voted by broker-dealer firms on the proposal in the discretion of such
broker-dealer firms.
Pursuant to Rule 452 of the NYSE, certain Preferred Shares held in “street name” as to which voting instructions have not been
received from the beneficial owners or persons otherwise entitled to vote as of one business day before the Annual Meeting, or, if adjourned or postponed, one business day before the day to which the Annual Meeting is adjourned or postponed, may be
voted by the broker on the proposal in the same proportion as the votes cast by all holders of Preferred Shares as a class who have voted on the proposal. Rule 452 permits proportionate voting of Preferred Shares with respect to a particular item
if, among other things, (i) a minimum of 30% of the Preferred Shares (or shares of a series of Preferred Shares if the matter must be voted on separately by series) outstanding has been voted by the holders of such shares with respect to such
item, (ii) less than 10% of the Preferred Shares (or shares of a series of Preferred Shares if the matter must be voted on separately by series) outstanding has been voted by the holders of such shares against such item and (iii) for any
proposal as to which holders of Common Shares and Preferred Shares vote as a single class, holders of Common Shares approve the proposal. For the purpose of meeting the 30% test, abstentions will be treated as shares “voted” and, for the
purpose of meeting the 10% test, abstentions will not be treated as shares “voted” against the item. Rule 452 proportionate voting applies only to certain auction rate and remarketed preferred securities. AMTP Shares are not remarketed,
thus the proportionate voting provisions of Rule 452 do not apply to these shares. The proportionate voting provisions of Rule 452 may apply to MFP Shares depending on their mode. The proportionate voting provisions of Rule 452 may apply to
VRDP Shares depending on their current mode or rate period. The following table indicates whether the proportionate voting provisions of Rule 452 apply to each series of Preferred Shares.
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| Fund |
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Preferred Shares |
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Mode(1) |
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NYSE Rule
452 Applies? |
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| Arizona Quality |
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AMTP Series 2028 |
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N/A |
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No |
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| California AMT-Free |
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VRDP Series 3 |
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Remarketed Mode |
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Yes |
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VRDP Series 4 |
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Remarketed Mode |
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Yes |
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VRDP Series 6 |
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Remarketed Mode |
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Yes |
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MFP Series A |
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Variable Rate Remarketed Mode |
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Yes |
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| California Quality |
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VRDP Series 1 |
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Remarketed Mode |
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Yes |
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VRDP Series 2 |
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Special Rate VRDP |
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No |
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VRDP Series 4 |
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Remarketed Mode |
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Yes |
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VRDP Series 5 |
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Special Rate VRDP |
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No |
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VRDP Series 6 |
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Remarketed Mode |
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Yes |
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VRDP Series 7 |
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Remarketed Mode |
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Yes |
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VRDP Series 8 |
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Special Rate VRDP |
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No |
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MFP Series A |
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Variable Rate Mode |
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No |
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| Massachusetts Quality |
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VRDP Series 1 |
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Special Rate VRDP |
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No |
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| (1) |
As of the record date, September 20, 2024. The terms and conditions of each series of Preferred Shares, as well as
the rights and privileges with respect to each mode, if any, are described in the Statement Establishing and Designating the Rights and Preferences for each series of Preferred Shares, and any supplement or appendix thereto. |
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Broker-dealers who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your
shares without instruction. We urge you to provide instructions to your broker or nominee so that your votes may be counted.
For each Fund, because the number of
persons nominated for election as Board Members in accordance with the Fund’s by-laws equals the number of Board Members to be elected, the affirmative vote of a plurality (the greatest number of
affirmative votes) of the shares present and entitled to vote at the Annual Meeting will be required to elect each Board Member of that Fund. This means that the nominees receiving the highest number of affirmative votes cast at the Annual Meeting
will be elected to serve as Board Members. For example, if there are three nominees for election to the Board and three Board Members to be elected, a vote by plurality means the three nominees with the highest number of affirmative votes,
regardless of the votes withheld for the nominees, will be elected. Because the election of Board Members in this case does not require that a minimum percentage of a Fund’s outstanding Common Shares and Preferred Shares be voted in favor of
any nominee, assuming the presence of a quorum, abstentions and broker non-votes will have no effect on the outcome of the election of that Fund’s Board Members by holders of Common Shares and Preferred
Shares.
Those persons who were shareholders of record at the close of business on September 20, 2024, will be entitled to one vote for each share held and a
proportionate fractional vote for each fractional vote held. As of September 20, 2024, the shares of the Funds were issued and outstanding as follows:
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| Fund |
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Ticker Symbol(1) |
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Common Shares |
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Preferred Shares |
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| Arizona Quality |
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NAZ |
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11,590,365 |
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AMTP Series 2028 |
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883 |
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| California AMT-Free |
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NKX |
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47,534,384 |
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VRDP Series 3 |
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427 |
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VRDP Series 4 |
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1,090 |
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VRDP Series 6 |
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1,050 |
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MFP Series A |
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1,404 |
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| California Value |
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NCA |
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33,108,195 |
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N/A |
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| California Quality |
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NAC |
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144,722,058 |
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VRDP Series 1 |
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1,362 |
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VRDP Series 2 |
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910 |
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VRDP Series 4 |
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1,056 |
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VRDP Series 5 |
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1,589 |
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VRDP Series 6 |
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1,581 |
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VRDP Series 7 |
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980 |
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VRDP Series 8 |
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1,600 |
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MFP Series A |
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2,750 |
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| Massachusetts Quality |
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NMT |
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9,324,615 |
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VRDP Series 1 |
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740 |
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| (1) |
The Common Shares of each Fund are listed on the NYSE. Reports, proxy statements and other information concerning the
Funds can be inspected at the offices of the NYSE, 11 Wall Street, New York, New York 10005. |
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| 1. |
Election of Board Members |
Pursuant to the organizational documents of each Fund, each Board is divided into three classes, Class I, Class II and Class III, to be elected by the
holders of the outstanding Common Shares and any outstanding Preferred Shares, voting together as a single class, to serve until the third succeeding annual meeting subsequent to their election or thereafter, in each case until their successors have
been duly elected and qualified. For Arizona Quality, California AMT-Free, California Quality and Massachusetts Quality, under normal circumstances, holders of Preferred Shares are entitled to elect two
(2) Board Members. The Board Members elected by holders of Preferred Shares will be elected to serve until the next annual meeting or until their successors have been duly elected and qualified.
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(a) |
For Arizona Quality, California AMT-Free, California Quality and Massachusetts
Quality: |
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(i) |
three (3) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a
single class. Current Board Members Medero, Starr and Thornton have been designated as Class III Board Members and as nominees for Board Members for a term expiring at the 2027 annual meeting of shareholders or until their successors have been
duly elected and qualified. Board Members Boateng, Forrester, Kenny, Lancellotta, Nelson, Toth and Young are current and continuing Board Members. Current Board Members Forrester, Kenny and Young have been designated as Class I Board Members
for a term expiring at the 2025 annual meeting of shareholders or until their successors have been duly elected and qualified. Board Members Boateng, Lancellotta, Nelson and Toth have been designated as Class II Board Members for a term
expiring at the 2026 annual meeting of shareholders or until their successors have been duly elected and qualified. |
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(ii) |
two (2) Board Members are to be elected by holders of Preferred Shares, voting separately as a single class. Current
Board Member Moschner is a nominee for election by holders of Preferred Shares for a term expiring at the next annual meeting or until his successor has been duly elected and qualified. Current Board Member Wolff, previously designated as a
Class I Board Member, is a nominee for election by holders of Preferred Shares for a term expiring at the next annual meeting or until her successor has been duly elected and qualified. |
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(b) |
For California Value: four (4) Board Members are to be elected by all shareholders. Current Board Members
Medero, Moschner, Starr and Thornton have been designated as Class III Board Members and are nominees for election at the Annual Meeting to serve for a term expiring at the 2027 annual meeting of shareholders or until their successors have been
duly elected and qualified. Board Members Boateng, Forrester, Kenny, Lancellotta. Nelson, Toth, Wolff and Young are current and continuing Board Members. Current Board Members Forrester, Kenny, Wolff and Young have been designated as Class I
Board Members for a term expiring at the 2025 annual meeting of shareholders or until their successors have been duly elected and qualified. Current Board Members Boateng, Lancellotta, Nelson and Toth have been designated as Class II Board
Members for a term expiring at the 2026 annual meeting of shareholders or until their successors have been duly elected and qualified. |
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It is the intention of the persons named in the enclosed proxy to vote the shares represented thereby for the election of
the nominees listed in the table below unless the proxy is marked otherwise. Each of the nominees has agreed to serve as a Board Member of each Fund if elected. However, should any nominee become unable to serve or for good cause will not serve, the
proxies will be voted for substitute nominees, if any, designated by that Fund’s then current Board.
Class I Board Members: For each Fund, Board Member
Young was last elected to the Fund’s Board as a Class I Board Member at the annual meeting of shareholders on December 12, 2023. For California Value, Board Member Wolff was last elected to the Fund’s Board at the annual meeting
of shareholders held on November 18, 2022. For each Fund, Board Members Forrester and Kenny were appointed by the Board to the Fund’s Board effective January 1, 2024.
Class II Board Members: For each Fund, Board Members Lancellotta, Nelson and Toth were last elected to the Fund’s Board at the annual meeting of shareholders
held on December 12, 2023. Board Member Boateng was appointed by the Board to the Fund’s Board effective January 1, 2024.
Class III Board
Members: For each Fund other than California Value, Board Members Medero and Thornton were last elected to each Fund’s Board at the annual meeting of shareholders held on November 17, 2021. For California Value, Board Members Medero,
Moschner and Thornton were last elected at the annual meeting of shareholders held on November 17, 2021. For each Fund, Board Member Starr was appointed by the Board to the Fund’s Board effective January 1, 2024.
Board Members Elected by Holders of Preferred Shares: For Arizona Quality, California AMT-Free, California Quality and
Massachusetts Quality, Board Member Moschner was last elected to each Fund’s Board at the annual meeting of shareholders held on December 12, 2023, and Ms. Wolff was elected to each Fund’s Board as a Class I Board Member at
the annual meeting of shareholders held on November 18, 2022.
All Board Member nominees and current and continuing Board Members are not “interested
persons,” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), of the Funds or Nuveen Fund Advisors, LLC (the “Adviser”) and have never been an employee or director of Teachers Insurance and Annuity
Association of America (“TIAA”) or Nuveen, LLC (“Nuveen”), the Adviser’s parent companies, or any affiliate. Accordingly, such Board Members are deemed “Independent Board Members.”
The Board unanimously recommends that shareholders vote FOR the election of the nominees.
Except as otherwise noted, the Funds and the other funds advised by the Adviser and the mutual funds advised by TIAA that are series of the TIAA-CREF Funds and the
TIAA-CREF Life Funds (referred to herein as the “TC Funds”) are collectively referred to herein as the “Fund Complex.”
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| Name, Address
and Year of Birth |
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Position(s)
Held with Funds |
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Term of Office
and Length
of Time Served with Funds
in the Fund Complex(1) |
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Principal Occupation(s)
During Past Five Years |
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Number of
Portfolios
in Fund Complex(3)
Overseen
by Board Member |
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Other
Directorships Held by
Board Member During the
Past Five Years |
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| Joseph A. Boateng(4)
730 Third Avenue New York, NY 10017-3206
1963 |
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Board Member |
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Term: Class II Board Member until 2026 annual shareholder meeting
Length of Service: Since 2019 |
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Chief Investment Officer, Casey Family Programs (since 2007); formerly, Director of U.S. Pension Plans, Johnson & Johnson (2002- 2006). |
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210 |
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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. |
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| Name, Address
and Year of Birth |
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Position(s)
Held with Funds |
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Term of Office
and Length
of Time Served with Funds
in the Fund Complex(1) |
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Principal Occupation(s)
During Past Five Years |
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Number of
Portfolios
in Fund Complex(3)
Overseen
by Board Member |
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Other
Directorships Held by
Board Member During the
Past Five Years |
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| Michael A. Forrester(4)
730 Third Avenue New York, NY 10017-3206
1967 |
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Board Member |
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Term: Class I Board Member until 2025 annual shareholder meeting
Length of Service: Since 2007 |
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Formerly, Chief Executive Officer (2014–2021) and Chief Operating Officer (2007–2014), Copper Rock Capital Partners, LLC. |
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210 |
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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). |
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| Name, Address
and Year of Birth |
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Position(s)
Held with Funds |
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Term of Office
and Length
of Time Served with Funds
in the Fund Complex(1) |
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Principal Occupation(s)
During Past Five Years |
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Number of
Portfolios
in Fund Complex(3)
Overseen
by Board Member |
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Other
Directorships Held by
Board Member During the
Past Five Years |
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| Thomas J. Kenny(4)
730 Third Avenue New York, NY 10017-3206
1963 |
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Co-Chair of the Board; Board Member |
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Term: Class I Board Member until 2025 annual shareholder meeting
Length of Service: Since 2011, Co-Chair of the Board since 2024(2) |
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Formerly, 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. |
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216 |
|
Director (since 2015) and Chair of the Finance and Investment Committee (since 2018), Aflac Incorporated; Director (since 2018), ParentSquare. formerly, Director (2012-2022) and Finance Committee Chair (2016-2022),
Sansum Clinic; Former Advisory Board Member (2017-2019), B’Box; former Member (2011-2022), the University of California at Santa Barbara Arts and Lectures Advisory Council; former Investment Committee Member (2012-2020), Cottage Health System;
Board Member (2009-2019) and former President of the Board (2014- 2018) of 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. |
9
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Name, Address
and Year of Birth |
|
Position(s)
Held with Funds |
|
Term of Office
and Length
of Time Served with Funds
in the Fund Complex(1) |
|
Principal Occupation(s)
During Past Five Years |
|
Number of
Portfolios
in Fund Complex(3)
Overseen
by Board Member |
|
Other
Directorships Held by
Board Member During the
Past Five Years |
|
|
|
|
|
|
| Amy B. R. Lancellotta
333 West Wacker Drive
Chicago, IL 60606
1959 |
|
Board Member |
|
Term: Class II Board Member until 2026 annual shareholder meeting
Length of Service: Since 2021 |
|
Formerly, Managing Director, Independent Directors Council (“IDC”) (2006-2019) (supports the fund independent director community and is part of the Investment Company Institute (“ICI”), which represents regulated
investment companies); 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). |
|
|
|
|
|
|
| Joanne T. Medero
333 West Wacker Drive
Chicago, IL 60606
1954 |
|
Board Member |
|
Term: Class III Board Member until 2024 annual shareholder meeting and nominee for Class III Board Member until 2027 annual shareholder
meeting Length of Service: Since 2021 |
|
Formerly, Managing Director, Government Relations and Public Policy (2009-2020) and Senior Advisor to the Vice Chairman (2018-2020), BlackRock, Inc. (global investment management firm); formerly, Managing Director, Global Head of
Government Relations and Public Policy, Barclays Group (IBIM) (investment banking, investment management and wealth management businesses) (2006- 2009); formerly, Managing Director, Global General Counsel and Corporate Secretary, Barclays Global
Investors (global investment management firm) (1996-2006); formerly, Partner, Orrick, Herrington & Sutcliffe LLP (law firm) (1993- 1995); formerly General Counsel, Commodity Futures Trading Commission (government agency overseeing U.S.
derivatives markets) (1989-1993); formerly, Deputy Associate Director/Associate Director for Legal and Financial Affairs, Office of Presidential Personnel, The White House (1986-1989). |
|
216 |
|
Member (since 2019) of the Board of Directors of the 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.). |
10
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Name, Address
and Year of Birth |
|
Position(s)
Held with Funds |
|
Term of Office
and Length
of Time Served with Funds
in the Fund Complex(1) |
|
Principal Occupation(s)
During Past Five Years |
|
Number of
Portfolios
in Fund Complex(3)
Overseen
by Board Member |
|
Other
Directorships Held by
Board Member During the
Past Five Years |
|
|
|
|
|
|
Albin F. Moschner
333 West Wacker Drive Chicago, IL 60606
1952 |
|
Board Member |
|
Term: Annual Board Member until 2024 annual shareholder meeting and nominee for term until 2025 annual shareholder meeting (Funds with Preferred Shares)
or Class III Board Member until 2024 annual shareholder meeting and nominee for Class III Board Member until 2027 annual shareholder meeting (California Value)
Length of Service: Since 2016 |
|
Founder and Chief Executive Officer, Northcroft Partners, LLC (management consulting) (since 2012); formerly, held positions at Leap Wireless International, Inc. (consumer wireless services), including Consultant (2011-2012), Chief
Operating Officer (2008-2011) and Chief Marketing Officer (2004- 2008); formerly, President Verizon Card Services division of Verizon Communications, Inc. (telecommunication services) (2000-2003); formerly, President, One Point Services at One Point
Communications (telecommunication services) (1999-2000); formerly, Vice President 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). |
11
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Name, Address
and Year of Birth |
|
Position(s)
Held with Funds |
|
Term of Office
and Length
of Time Served with Funds
in the Fund Complex(1) |
|
Principal Occupation(s)
During Past Five Years |
|
Number of
Portfolios
in Fund Complex(3)
Overseen
by Board Member |
|
Other
Directorships Held by
Board Member During the
Past Five Years |
|
|
|
|
|
|
| John K. Nelson 333 West Wacker Drive
Chicago, IL 60606 1962 |
|
Board Member |
|
Term: Class II Board Member until 2026 annual shareholder meeting
Length of Service:
Since 2013 |
|
Formerly, Senior External Advisor to the Financial Services practice of Deloitte Consulting LLP (2012- 2014); Chief Executive Officer of ABN AMRO Bank N.V., North America, and Global Head of the Financial Markets Division (2007-
2008), with various executive leadership roles in ABN AMRO Bank N.V. between 1996 and 2007. |
|
216 |
|
Formerly, Member of the Board of Directors (2008- 2023) of Core12 LLC (private firm which develops branding, marketing and communication 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). |
12
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Name, Address
and Year of Birth |
|
Position(s)
Held with Funds |
|
Term of Office
and Length
of Time Served with Funds
in the Fund Complex(1) |
|
Principal Occupation(s)
During Past Five Years |
|
Number of
Portfolios
in Fund Complex(3)
Overseen
by Board Member |
|
Other
Directorships Held by
Board Member During the
Past Five Years |
|
|
|
|
|
|
| Loren M. Starr(4)
730 Third Avenue New York, NY 10017-3206
1961 |
|
Board Member |
|
Term: Class III Board Member until 2024 annual shareholder meeting and nominee for
Class III Board Member until 2027 annual shareholder meeting Length of Service: Since
2022 |
|
Independent Consultant/Advisor (since 2021); formerly, Vice Chair, Senior Managing Director (2020– 2021), Chief Financial Officer, Senior Managing Director (2005– 2020), Invesco Ltd. |
|
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); Former Chair and
Member of the Board of Trustees (2015-2018), Georgia Council on Economic Education (GCEE); Trustee, the College Retirement Equities Fund and Manager, TIAA Separate Account VA-1 (2022-
2023). |
13
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Name, Address
and Year of Birth |
|
Position(s)
Held with Funds |
|
Term of Office
and Length
of Time Served with Funds
in the Fund Complex(1) |
|
Principal Occupation(s)
During Past Five Years |
|
Number of
Portfolios
in Fund Complex(3)
Overseen
by Board Member |
|
Other
Directorships Held by
Board Member During the
Past Five Years |
|
|
|
|
|
|
| Matthew Thornton III
333 West Wacker Drive Chicago, IL 60606
1958 |
|
Board Member |
|
Term: Class III Board Member until 2024 annual shareholder meeting and nominee for Class III Board Member until 2027 annual shareholder
meeting Length of Service: Since 2020 |
|
Formerly, Executive Vice President and Chief Operating Officer (2018- 2019), FedEx Freight Corporation, a subsidiary of FedEx Corporation (“FedEx”) (provider of transportation,
e-commerce and business services through its portfolio of companies); formerly, Senior Vice President, U.S. Operations (2006-2018), Federal Express Corporation, a subsidiary of FedEx. |
|
216 |
|
Member of the Board of Directors (since 2014), The Sherwin-Williams Company (develops, manufactures, distributes and sells paints, coating 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). |
14
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Name, Address
and Year of Birth |
|
Position(s)
Held with Funds |
|
Term of Office
and Length
of Time Served with Funds
in the Fund Complex(1) |
|
Principal Occupation(s)
During Past Five Years |
|
Number of
Portfolios
in Fund Complex(3)
Overseen
by Board Member |
|
Other
Directorships Held by
Board Member During the
Past Five Years |
|
|
|
|
|
|
Terence J. Toth
333 West
Wacker Drive
Chicago, IL 60606
1959 |
|
Board Member |
|
Term: Class II Board Member until 2026 annual shareholder meeting.
Length of Service:
Since 2008 |
|
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). |
15
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Name, Address
and Year of Birth |
|
Position(s)
Held with Funds |
|
Term of Office
and Length
of Time Served with Funds
in the Fund Complex(1) |
|
Principal Occupation(s)
During Past Five Years |
|
Number of
Portfolios
in Fund Complex(3)
Overseen
by Board Member |
|
Other
Directorships Held by
Board Member During the
Past Five Years |
|
|
|
|
|
|
| Margaret L. Wolff 333 West Wacker Drive
Chicago, IL 60606 1955 |
|
Board Member |
|
Term: Annual Board Member until 2024 annual shareholder meeting and nominee for term until 2025 annual shareholder meeting (Funds with Preferred Shares)
or Class I Board Member until 2025 annual shareholder meeting (California Value) 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) of 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 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.). |
16
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Name, Address
and Year of Birth |
|
Position(s)
Held with Funds |
|
Term of Office
and Length
of Time Served with Funds
in the Fund Complex(1) |
|
Principal Occupation(s)
During Past Five Years |
|
Number of
Portfolios
in Fund Complex(3)
Overseen
by Board Member |
|
Other
Directorships Held by
Board Member During the
Past Five Years |
|
|
|
|
|
|
| Robert L. Young(2)
333 West Wacker Drive
Chicago, IL 60606
1963 |
|
Co-Chair of the Board and Board Member |
|
Term: Class II Board Member until 2025 annual shareholder meeting
Length of Service:
Since 2017, Co-Chair of the Board
since 2024(2) |
|
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 |
| (1) |
Length of Time Served indicates the year in which the individual became a Board Member of a fund in the Fund Complex.
|
| (2) |
The Board Members have elected Thomas J. Kenny to serve as an independent Co-Chair
of the Board for a one-year term expiring on December 31, 2024 and Robert L. Young to serve as an independent Co-Chair of the Board for a six-month term from July 1, 2024 through December 31, 2024. |
| (3) |
As used in this table, the Fund Complex consists of the funds advised by the Adviser, the mutual funds advised by Teachers
Advisors, LLC that are series of the TIAA-CREF Funds and the TIAA-CREF Life Funds. |
| (4) |
Mr. Boateng, Mr. Forrester, Mr. Kenny and Mr. Starr were appointed to the Board effective
January 1, 2024. |
| Board |
Member Investments in the Funds |
In order to create an appropriate identity of interests between Board Members and shareholders, the Nuveen funds boards have adopted a governance principle pursuant to
which each Board Member is expected to invest, either directly or on a deferred basis, at least the equivalent of one year of compensation in the funds in the Fund Complex.
The dollar range of equity securities beneficially owned by each Board Member in each Fund and the Fund Complex overseen by the Board Member as of September 20,
2024 is set forth in Appendix A. The number of shares of each Fund beneficially owned by each Board Member and by the Board Members and officers of the Funds as a group as of September 20, 2024 is also set forth in
Appendix A. As of September 20, 2024, each Board Member’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of the Fund. As of September 20, 2024, the Board Members and
executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund.
17
The table below presents information on Board Members who own securities in companies (other than registered investment
companies) that are advised by entities that are under common control with the Funds’ investment adviser as of December 31, 2023:
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Name of Board
Member |
|
Name of Owners/
Relationships to
Board Member |
|
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, LLC4 |
|
Global
Timber
Resources
Investor
Fund, LP |
|
None |
|
$ 973,390 |
|
6.01% |
|
|
|
|
|
|
| |
|
KSHFO, LLC4 |
|
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.
|
| (2) |
These amounts reflect the value of holdings as of December 31, 2023. As of the date of this Joint Proxy Statement,
that is the most recent information available regarding the valuation of shares of 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. |
Compensation
Prior to January 1, 2024, for the calendar year
ended December 31, 2023, Independent Board Members 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 Fund Committee and the Investment Committee received $20,000
each as additional retainers. Independent Board Members also received a fee of $5,000 per day for site visits to entities that provide services to the Nuveen funds on days on which no Board meeting was 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
18
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, for their service to the Fund Complex, Independent Board Members receive a $350,000 annual retainer, plus they
receive (a) an annual retainer of $30,000 for membership on the Audit Committee and Compliance, Risk Management and Regulatory Oversight Committee, respectively; and (b) an annual retainer of $20,000 for membership on the Dividend
Committee, Investment Committee, Nominating and Governance Committee and Closed-End Fund Committee, respectively. In addition to the payments described above, the
Chair/Co-Chair of the Board receives $140,000 annually; the chair/co-chair of the Audit Committee and the Compliance, Risk Management and Regulatory Oversight Committee
receive $30,000 annually; and the chair/co-chair of the Dividend Committee, Investment Committee, Nominating and Governance Committee and Closed-End Fund Committee
receive $20,000 annually. Board Members will be paid either $1,000 or $2,500 for any ad hoc meetings of the Board or its standing committees depending upon the meeting’s length and immediacy. For any special assignment committees, the chair/co-chair will be paid a quarterly fee of $1,250 and members will be paid a quarterly fee of $5,000. The annual retainers, fees and expenses of the Board are allocated among the funds in the Fund Complex on the
basis of relative net assets, although a minimum amount may be established to be allocated to each fund. In certain instances fees and expenses will be allocated only to those funds that are discussed at a given meeting.
The Funds do not have retirement or pension plans. Certain Nuveen funds (the “Participating Funds”) participate in a deferred compensation plan (the
“Deferred Compensation Plan”) that permits an Independent Board Member to elect to defer receipt of all or a portion of his or her compensation as an Independent Board Member. The deferred compensation of a participating Independent Board
Member is credited to a book reserve account of the Participating Fund when the compensation would otherwise have been paid to such Independent Board Member. The value of an Independent Board Member’s deferral account at any time is equal to
the value that the account would have had if contributions to the account had been invested and reinvested in shares of one or more of the eligible Nuveen funds. At the time for commencing distributions from an Independent Board Member’s
deferral account, the Independent Board Member may elect to receive distributions in a lump sum or over a period of two to 20 years. The Participating Fund will not be liable for any other fund’s obligations to make distributions under the
Deferred Compensation Plan.
The Funds have no employees. The officers of the Funds serve without any compensation from the Funds. The Funds’ Chief Compliance
Officer’s (“CCO”) compensation, which is composed of base salary and incentive compensation, is paid by the Adviser, with review and input by the Board. The Funds reimburse the Adviser for an allocable portion of the Adviser’s
cost of the CCO’s incentive compensation.
19
The table below shows, for each Independent Board Member and nominee, the aggregate compensation paid by each Fund to the
Independent Board Member/nominee for its last fiscal year or “stub” period, as applicable.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aggregate Compensation from the Funds* |
|
| Fund Name |
|
Period |
|
Joseph A.
Boateng(1)(2) |
|
|
Michael A.
Forrester (1)(2) |
|
|
Thomas J.
Kenny(1)(2) |
|
|
Amy B. R.
Lancellotta |
|
|
Joanne T.
Medero |
|
|
Albin F.
Moschner |
|
|
John K.
Nelson |
|
|
Loren M.
Starr(1)(2) |
|
|
Matthew
Thornton III |
|
|
Terence J.
Toth |
|
|
Margaret
L. Wolff |
|
|
Robert L.
Young |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Arizona Quality |
|
Fiscal Year(3) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
742 |
|
|
$ |
715 |
|
|
$ |
807 |
|
|
$ |
769 |
|
|
$ |
— |
|
|
$ |
703 |
|
|
$ |
996 |
|
|
$ |
832 |
|
|
$ |
841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
“Stub” Period(4) |
|
|
294 |
|
|
|
307 |
|
|
|
388 |
|
|
|
313 |
|
|
|
310 |
|
|
|
318 |
|
|
|
313 |
|
|
|
310 |
|
|
|
313 |
|
|
|
407 |
|
|
|
353 |
|
|
|
294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| California AMT-Free |
|
Fiscal Year(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,243 |
|
|
|
3,127 |
|
|
|
3,529 |
|
|
|
3,364 |
|
|
|
— |
|
|
|
3,075 |
|
|
|
4,354 |
|
|
|
3,640 |
|
|
|
3,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
“Stub” Period(4) |
|
|
1,289 |
|
|
|
1,344 |
|
|
|
1,701 |
|
|
|
1,372 |
|
|
|
1,358 |
|
|
|
1,392 |
|
|
|
1,372 |
|
|
|
1,358 |
|
|
|
1,372 |
|
|
|
1,781 |
|
|
|
1,545 |
|
|
|
1,289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| California Value |
|
Fiscal Year(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
977 |
|
|
|
942 |
|
|
|
1,063 |
|
|
|
1,013 |
|
|
|
— |
|
|
|
926 |
|
|
|
1,311 |
|
|
|
1,097 |
|
|
|
1,108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
“Stub” Period(4) |
|
|
389 |
|
|
|
406 |
|
|
|
514 |
|
|
|
415 |
|
|
|
410 |
|
|
|
421 |
|
|
|
415 |
|
|
|
410 |
|
|
|
415 |
|
|
|
538 |
|
|
|
467 |
|
|
|
390 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| California Quality |
|
Fiscal Year(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,719 |
|
|
|
9,373 |
|
|
|
10,575 |
|
|
|
10,080 |
|
|
|
— |
|
|
|
9,216 |
|
|
|
13,049 |
|
|
|
10,910 |
|
|
|
11,020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
“Stub” Period(4) |
|
|
3,802 |
|
|
|
3,966 |
|
|
|
5,019 |
|
|
|
4,049 |
|
|
|
4,008 |
|
|
|
4,106 |
|
|
|
4,049 |
|
|
|
4,008 |
|
|
|
4,049 |
|
|
|
5,256 |
|
|
|
4,559 |
|
|
|
3,804 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Massachusetts Quality |
|
Fiscal Year(5) |
|
|
120 |
|
|
|
120 |
|
|
|
149 |
|
|
|
606 |
|
|
|
590 |
|
|
|
631 |
|
|
|
619 |
|
|
|
125 |
|
|
|
570 |
|
|
|
757 |
|
|
|
669 |
|
|
|
672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Compensation from Nuveen Funds Paid to Board Members/
Nominees |
|
|
|
$ |
455,000 |
|
|
$ |
465,000 |
|
|
$ |
606,000 |
|
|
$ |
443,700 |
|
|
$ |
431,445 |
|
|
$ |
495,250 |
|
|
$ |
462,350 |
|
|
$ |
425,000 |
|
|
$ |
433,750 |
|
|
$ |
607,350 |
|
|
$ |
493,842 |
|
|
$ |
510,647 |
|
| (1) |
Mr. Boateng, Mr. Forrester, Mr. Kenny and Mr. Starr were appointed as Board Members of the Fund as of
January 1, 2024. |
| (2) |
“Total Compensation from Funds in the Fund Complex” for Mr. Boateng, Mr. Forrester, Mr. Kenny and
Mr. Starr includes compensation from CREF and VA-1, as each was a member of the board and management committee of CREF and VA-1, respectively, as of
December 31, 2023. |
| (3) |
Aggregate compensation for the fiscal year ended February 29, 2024. |
| (4) |
On August 20, 2024, the Board approved a change of Arizona Quality’s, California
AMT-Free’s, California Value’s and California Quality’s fiscal year end from February 29 to August 31. Information is provided for the “stub” period from March 1, 2024
through each Fund’s new fiscal year end of August 31, 2024. |
| (5) |
Aggregate compensation for the fiscal year ended May 31, 2024. |
20
| (*) |
Includes deferred fees. Pursuant to the Deferred Compensation Plan with certain Participating Funds, deferred amounts are
treated as though an equivalent dollar amount has been invested in shares of one or more Participating Funds. Total deferred fees for the Participating Funds (including the return from the assumed investment in the Participating Funds) payable are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fund Name |
|
Period |
|
Joseph A.
Boateng(1)(2) |
|
|
Michael A.
Forrester (1)(2) |
|
|
Thomas J.
Kenny(1)(2) |
|
|
Amy B. R.
Lancellotta |
|
|
Joanne T.
Medero |
|
|
Albin F.
Moschner |
|
|
John K.
Nelson |
|
|
Loren M.
Starr(1)(2) |
|
|
Matthew
Thornton III |
|
|
Terence J.
Toth |
|
|
Margaret
L. Wolff |
|
|
Robert L.
Young |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Arizona Quality |
|
Fiscal Year(3) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
259 |
|
|
$ |
374 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
435 |
|
|
$ |
565 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
“Stub” Period(4) |
|
|
73 |
|
|
|
307 |
|
|
|
97 |
|
|
$ |
103 |
|
|
|
91 |
|
|
|
— |
|
|
|
— |
|
|
|
106 |
|
|
|
— |
|
|
|
— |
|
|
|
106 |
|
|
|
191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| California AMT-Free |
|
Fiscal Year(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,133 |
|
|
|
1,635 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,901 |
|
|
|
2,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
“Stub” Period(4) |
|
|
321 |
|
|
|
1,344 |
|
|
|
425 |
|
|
|
453 |
|
|
|
397 |
|
|
|
— |
|
|
|
— |
|
|
|
464 |
|
|
|
— |
|
|
|
— |
|
|
|
463 |
|
|
|
838 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| California Value |
|
Fiscal Year(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
341 |
|
|
|
492 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
573 |
|
|
|
744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
“Stub” Period(4) |
|
|
97 |
|
|
|
406 |
|
|
|
129 |
|
|
|
137 |
|
|
|
120 |
|
|
|
— |
|
|
|
— |
|
|
|
140 |
|
|
|
— |
|
|
|
— |
|
|
|
140 |
|
|
|
253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| California Quality |
|
Fiscal Year(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,395 |
|
|
|
4,900 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,698 |
|
|
|
7,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
“Stub” Period(4) |
|
|
946 |
|
|
|
3,966 |
|
|
|
1,255 |
|
|
|
1,336 |
|
|
|
1,173 |
|
|
|
— |
|
|
|
— |
|
|
|
1,368 |
|
|
|
— |
|
|
|
— |
|
|
|
1,368 |
|
|
|
2,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Massachusetts Quality |
|
Fiscal Year(5) |
|
|
30 |
|
|
|
120 |
|
|
|
37 |
|
|
|
213 |
|
|
|
282 |
|
|
|
— |
|
|
|
— |
|
|
|
41 |
|
|
|
— |
|
|
|
— |
|
|
|
322 |
|
|
|
451 |
|
21
Board Leadership Structure and Risk Oversight
The Board of each Fund oversees the operations and management of the Fund, including the duties performed for the Fund by the Adviser or its affiliates. The Board favors
a unitary board structure. A unitary board consists of one group of board members who serves on the board of the funds in the Fund Complex. Through a unitary board structure, the Board Members seek to provide effective governance through
establishing a board the overall composition of which will, as a body, possess the appropriate skills, diversity (including, among other things, gender, race and ethnicity), independence and experience to oversee the Funds’ business. With this
overall framework in mind, when the Board, through its Nominating and Governance Committee discussed below, seeks nominees for the Board, the Board Members consider not only the candidate’s particular background, skills and experience, among
other things, but also whether such background, skills and experience enhance the Board’s diversity and at the same time complement the Board given its current composition and the mix of skills and experiences of the incumbent Board Members.
The Nominating and Governance Committee believes that the Board generally benefits from diversity of background (including, among other things, gender, race and ethnicity), skills, experience and views among Board Members, and considers this a
factor in evaluating the composition of the Board, but has not adopted any specific policy on diversity or any particular definition of diversity. The Nominating and Governance Committee goes through a continuous Board refreshment process, seeking
to balance continuity with fresh perspective and diversity of viewpoints to ensure a well diversified, knowledgeable and effective Board. Eight of the Fund’s twelve current Board Members have served on the board of funds in the Fund Complex for
eight years or less.
The Board believes the unitary board structure enhances good and effective governance, particularly given the nature of the structure of the
investment company complex. Funds in the same complex generally are served by the same service providers and personnel and are governed by the same regulatory scheme which raises common issues that must be addressed by the Board Members across the
Fund Complex (such as compliance, valuation, liquidity, brokerage, trade allocation 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 who are Independent Board Members. The Board
recognizes that a chair can perform an important role in setting the agenda for the Board, establishing the boardroom culture, establishing a point person on behalf of the Board for Fund management and reinforcing the Board’s focus on the
long-term interests of shareholders. The Board recognizes that a chair may be able to better perform these functions without any conflicts of interests arising from a position with Fund management. Accordingly, the Board Members have elected Thomas
J. Kenny to serve as an independent Co-Chair of the Board for a one-year term expiring on December 31, 2024, and Robert L. Young to serve as an independent Co-Chair of the Board for a 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 Board Members 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
22
Board and of the shareholders; and (iii) serving as a liaison with other Board Members, the Trust’s officers and other fund management personnel, and counsel to the Independent Board
Members.
Although the Board has direct responsibility over various matters (such as advisory contracts and underwriting contracts), the Board also exercises certain
of its oversight responsibilities through several committees that it has established and which report back to the full Board. The Board believes that a committee structure is an effective means to permit Board Members to focus on particular
operations or issues affecting the Funds, including risk oversight. More specifically, with respect to risk oversight, the Board has delegated matters relating to valuation, compliance and investment risk to certain committees (as summarized below).
In addition, the Board believes that the periodic rotation of Board Members among the different committees allows the Board Members to gain additional and different perspectives of a Fund’s operations. The Board has established seven standing
committees: the Executive Committee, the Dividend Committee, the Audit Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Investment Committee, the Nominating and Governance Committee and the Closed-End Fund Committee. In addition to the foregoing standing committees, the Nuveen open-end funds also have a committee for
open-end fund matters. The Board may also from time to time create ad hoc committees to focus on particular issues as the need arises. The membership and functions of the standing committees are summarized
below. For more information on the Board, please visit www.nuveen.com/fundgovernance.
Executive Committee. The Executive Committee, which may meet
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 (Co-Chair) Mr. Young (Co-Chair) Mr. Nelson and Mr. Toth. The number of Executive Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.
Audit Committee. The Board has an Audit Committee, in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (“1934 Act”), that
is composed of Independent Board Members who are also “independent” as that term is defined in the listing standards of the NYSE pertaining to closed-end funds. The Audit Committee assists the Board
in: the oversight and monitoring of the accounting and financial reporting policies, processes and practices of the Funds, and the audits of the financial statements of the Funds; the quality and integrity of the financial statements of the Funds;
the Funds’ compliance with legal and regulatory requirements relating to the Funds’ financial statements; the independent auditors’ qualifications, performance and independence; and the Valuation Policy of the Nuveen funds and 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 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, through its internal valuation group, which provides regular reports to the Audit Committee, reviews any issues relating to the valuation of the Funds’ securities brought
to its attention, and considers the risks to the Funds in assessing the possible resolutions to these matters. The Audit Committee may also consider any financial risk exposures for the Funds in conjunction with performing its functions.
23
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 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 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 shall be independent (as set forth in the Charter) and
free of any relationship that, in the opinion of the Board Members, would interfere with their exercise of independent judgment as an Audit Committee member. The members of the Audit Committee are Mr. Nelson (Chair), Mr. Boateng,
Mr. Moschner, Mr. Starr, Ms. Wolff and Mr. Young, each of whom is an Independent Board Member of the 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 Securities and Exchange Commission (“SEC”). A copy of the Charter is available at www.nuveen.com/fundgovernance. The number of Audit Committee meetings of
each Fund held during its last fiscal year is shown in Appendix C.
Nominating and Governance Committee. The Nominating and
Governance Committee is responsible for seeking, identifying and recommending to the Board qualified candidates for election or appointment to the Board. In addition, the Nominating and Governance Committee oversees matters of corporate governance,
including the evaluation of Board performance and processes, the assignment and rotation of committee members, and the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable, and matters related
thereto. 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 Funds.
In addition, the Nominating and Governance Committee, among other things: makes recommendations concerning the continuing
education of Board Members; monitors performance of legal counsel; establishes and monitors a process by which security holders are able to communicate in writing with Board Members; and periodically reviews and makes recommendations about any
appropriate changes to Board Member compensation. In the event of a vacancy on the Board, the Nominating and Governance Committee receives suggestions from various sources, including shareholders, as to suitable candidates. Suggestions should be
sent in writing to William Siffermann, Manager of Fund Board Relations, Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. The Nominating and Governance Committee sets appropriate standards and requirements for nominations for new Board Members
and each nominee is evaluated using the same standards. However, the Nominating and Governance Committee reserves the right to interview any and all candidates and to make the final selection of any new Board Members. In considering a
candidate’s qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time
24
availability (including the time requirements for due diligence meetings with sub-advisers and service providers) and, if qualifying as an Independent
Board Member candidate, independence from the Adviser, sub-advisers, underwriters or other service providers, including any affiliates of those entities. These skill and experience requirements may vary
depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills, diversity and experience, in the aggregate. Accordingly, the particular factors considered and weight given to these factors will depend
on the composition of the Board and the skills and backgrounds of the incumbent Board Members at the time of consideration of the nominees. All candidates, however, must meet high expectations of personal integrity, independence, governance
experience and professional competence. All candidates must be willing to be critical within the Board and with Fund management and yet maintain a collegial and collaborative manner toward other Board Members. The Nominating and Governance Committee
operates under a written charter adopted and approved by the Board, a copy of which is available on the Funds’ website at https://www.nuveen.com/fundgovernance, and is composed entirely of Independent Board Members, who are also
“independent” as defined by NYSE listing standards. The members of the Nominating and Governance Committee are Mr. Kenny (Co-Chair), Mr. Young
(Co-Chair), Mr. Boateng, Mr. Forrester, Ms. Lancellotta, Ms. Medero, Mr. Moschner, Mr. Nelson, Mr. Starr, Mr. Thornton, Mr. Toth and Ms. Wolff. The number of
Nominating and Governance Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.
Dividend Committee. The Dividend
Committee is authorized to declare distributions (with subsequent ratification by the Board) on the Fund’s shares, including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The Dividend
Committee regularly reviews the premium or discount to net asset value at which the Funds’ shares trade in assessing the Funds’ 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. The number of Dividend Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.
Compliance, Risk Management and Regulatory Oversight Committee. The Compliance, Risk Management and Regulatory Oversight Committee (the “Compliance
Committee”) is responsible for the oversight of compliance issues, risk management and other regulatory matters affecting the Funds that are not otherwise under or within the jurisdiction of the other committees. The Board has adopted and
periodically reviews policies and procedures designed to address the Funds’ compliance and risk matters. As part of its duties, the Compliance Committee: reviews the policies and procedures relating to compliance matters and recommends
modifications thereto as necessary or appropriate to the full Board; develops new policies and procedures as new regulatory matters affecting the Funds arise from time to time; evaluates or considers any comments or reports from examinations from
regulatory authorities and responses thereto; and performs any special reviews, investigations or other oversight responsibilities relating to risk management, compliance and/or regulatory matters as requested by the Board.
In addition, the Compliance Committee is responsible for risk oversight, including, but not limited to, the oversight of general risks related to investments which are
not reviewed by other committees, such as liquidity and derivatives usage; risks related to product structure elements, such as leverage; techniques that may be used to address the foregoing risks, such as hedging and swaps; Fund operational risks
and risks related to the overall operation of the
25
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 Funds in adopting a particular approach compared to the anticipated benefits to the 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 Funds’ CCO and meets privately with the CCO at each of its quarterly meetings. The CCO also provides an annual
report to the full Board regarding the operations of the Funds’ and other service providers’ compliance programs as well as any recommendations for modifications thereto. Certain matters not addressed at the committee level may be
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. The number of Compliance Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.
Closed-End Fund Committee. The Closed-End Fund 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 Fund 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 Fund Committee receives updates on the secondary
closed-end fund market and evaluates the premiums and discounts of the Nuveen closed-end funds, including the Funds, at each quarterly meeting. The Closed-End Fund Committee reviews, among other things, the premium and discount trends in the broader closed-end fund market, by asset category and by closed-end fund; the historical total return performance data for the Nuveen closed-end funds, including the Funds, based on net asset value and price over various periods;
the volatility trends in the market; the use of leverage by the Nuveen closed-end funds, including the Funds; the distribution data of the Nuveen closed-end funds,
including the Funds, and as compared to peer averages; and a summary of common share issuances, if any, and share repurchases, if any, during the applicable quarter by the Nuveen closed-end funds, including
the Funds. The Closed-End Fund Committee regularly engages in more in-depth discussions of premiums and discounts of the Nuveen
closed-end funds. Additionally, the Closed-End Fund Committee members participate in in workshops to explore, among other things, actions to address discounts of the
Nuveen closed-end funds, potential share repurchases and available leverage strategies and their use. The Closed-End Fund Committee operates under a written charter
adopted and approved by the Board. The members of the Closed-End Fund Committee are Mr. Moschner (Chair), Mr. Kenny, Ms. Lancellotta, Mr. Nelson, Mr. Starr, Mr. Toth,
Ms. Wolff and Mr. Young. The number of Closed-End Fund Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.
Investment Committee. The Investment Committee is responsible for the oversight of Fund performance, investment risk management and other portfolio-related
matters affecting the Funds which are not otherwise the jurisdiction of the other Board committees. As part of such oversight, the Investment Committee reviews each Fund’s investment performance and investment risks, which may include, but is
not limited to, an evaluation of Fund performance relative to investment objectives, benchmarks and peer group; a review of risks related to portfolio investments, such as exposures to particular issuers, market sectors, or types of securities, as
well as consideration of other factors that could impact or are related to Fund
26
performance; and an assessment of Fund objectives, policies and practices as such may relate to Fund performance. In assessing issues brought to the Investment Committee’s attention or in
reviewing an investment policy, technique or strategy, the Investment Committee evaluates the risks to the Funds in adopting or recommending a particular approach or resolution compared to the anticipated benefits to the Funds and their
shareholders.
In fulfilling its obligations, the Investment Committee receives quarterly reports from the investment oversight and the investment risk groups of the
Adviser. Such groups also report to the full Board on a quarterly basis and the full Board participates in further discussions with fund management at its quarterly meetings regarding matters relating to Fund performance and investment risks,
including with respect to the various drivers of performance and Fund use of leverage and hedging. Accordingly, the Board directly and/or in conjunction with the Investment Committee oversees the investment performance and investment risk management
of the Funds. The Investment Committee operates under a written charter adopted and approved by the Board. This Investment Committee’s is composed of the Independent Board Members of the Funds. Accordingly, the members of the Investment
Committee are Ms. Lancellotta (Co-Chair), Mr. Boateng (Co-Chair), Mr. Forrester, Mr. Kenny, Ms. Medero, Mr. Moschner, Mr. Nelson,
Mr. Starr, Mr. Thornton, Mr. Toth, Ms. Wolff and Mr. Young. The number of Investment Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.
Board Member Attendance. The number of regular quarterly meetings and special meetings held by the Board of each Fund during the Fund’s last fiscal year is
shown in Appendix C. During the last fiscal year, each Board Member attended 75% or more of each Fund’s Board meetings and the committee meetings (if a member thereof) held during the period for which such Board Member
was a Board Member. The policy of the Board relating to attendance by Board Members at annual meetings of shareholders of the Funds and the number of Board Members who attended the last annual meeting of shareholders of each Fund is posted on the
Funds’ website at https://www.nuveen.com/fund-governance.
Board Diversification and Board Member Qualifications. In determining that a particular Board
Member was qualified to serve on the Board, the Board considered each Board Member’s background, skills, experience and other attributes in light of the composition of the Board with no particular factor controlling. The Board believes that
Board Members need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business
judgment in the performance of their duties, and the Board believes each Board Member satisfies this standard. An effective Board Member may achieve this ability through his or her educational background; business, professional training or practice;
public service or academic positions; experience from service as a board member or executive of investment funds, public companies or significant private or
not-for-profit entities or other organizations; and/or other life experiences. Accordingly, set forth below is a summary of the experiences, qualifications, attributes
and skills that led to the conclusion, as of the date of this document, that each Board Member should continue to serve in that capacity. References to the experiences, qualifications, attributes and skills of Board Members are pursuant to
requirements of the SEC, do not constitute holding out the Board or any Board Member as having any special expertise or experience and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.
27
Joseph A. Boateng
Mr. Boateng has been a trustee of the TC Funds since 2019. 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 from 2018 to 2023 and on the Management Committee for TIAA Separate Account VA-1 from 2019 to 2023. Mr. Boateng received a B.S. from the University of Ghana and an M.B.A. from the University
of California, Los Angeles. Mr. Boateng joined the Board in 2024.
Michael A. Forrester
Mr. Forrester has been a trustee of the TC Funds since 2007. 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 from 2007 to 2023. Mr. Forrester has a B.A. from Washington and Lee University. Mr. Forrester joined the Board in 2024.
Thomas J. Kenny
Mr. Kenny is an Independent Co-Chair of the Board for a one-year term expiring on December 31, 2024 and has been a trustee of the TC Funds since 2011. Mr. Kenny served as an Advisory Director
(2010-2011), Partner (2004-2010), Managing Director (1999-2004) and Co-Head (2002-2010) of Goldman Sachs Asset Management’s Global Cash and Fixed Income Portfolio Management team, having worked at Goldman
Sachs since 1999. Mr. Kenny is a Director and the Chair of the Finance and Investment Committee of Aflac Incorporated and a Director of ParentSquare. He is a Former Director and Finance Committee Chair for the Sansum Clinic; Former Advisory
Board Member, B’Box; Former Member of the University of California at Santa Barbara Arts and Lectures Advisory Council; Former Investment Committee Member, 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 is also a Chartered Financial Analyst. Mr. Kenny joined the Board in 2024.
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
28
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, she has been President, since 2023, and a member, since 2020, 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 (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 the National Law Center, George Washington University (currently known as George Washington University Law School) in 1978. Ms. Medero joined the Board in 2021.
29
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 Chairman of the Board (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. a private firm that develops branding, marketing, and communications strategies for clients,
from 2008 to 2023. Mr. Nelson has extensive experience in global banking and markets, having served in several senior executive positions with ABN AMRO Holdings N.V. and its affiliated entities and predecessors, including LaSalle Bank
Corporation from 1996 to 2008, ultimately serving as Chief Executive Officer of ABN AMRO N.V. North America. During his tenure at the bank, he also served as Global Head of its Financial Markets Division, which encompassed the bank’s Currency,
Commodity, Fixed Income, Emerging Markets, and Derivatives businesses. He was a member of the Foreign Exchange Committee of the Federal Reserve Bank of the United States and during his tenure with ABN AMRO served as the bank’s representative on
various committees of The Bank of Canada, European Central Bank, and The Bank of England. Mr. Nelson previously served as a senior, external advisor to the financial services practice of Deloitte Consulting LLP (2012-2014). At Fordham
University, he served as a director of The President’s Council (2010-2019) and previously served as a director of The Curran Center for Catholic American Studies (2009-2018). He served as a trustee and Chairman of The Board of Trustees of
Marian University (2011-2013). Mr. Nelson is a graduate of Fordham University, holding a BA in Economics and an MBA in Finance. Mr. Nelson joined the Board in 2013.
Loren M. Starr
Mr. Starr has served as a trustee of
the TC Funds since 2022. Mr. Starr was Vice Chair, Senior Managing Director from 2020 to 2021, and Chief Financial Officer, Senior Managing Director from 2005 to 2020, for Invesco Ltd. Mr. Starr is also a Director and member of the Audit
Committee for AMG. He is former Chair and member of the Board of Directors, Georgia Leadership Institute for School Improvement (GLISI); former Chair and member of the Board of Trustees,
30
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 from 2022 to 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. Mr. Starr joined the
board in 2024.
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 2010 to 2019, he was a Director of Fulcrum IT Services, LLC and from 2012 to 2016, he was a Director of LogicMark LLC. 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. Mr. Toth graduated with a Bachelor of Science degree
31
from the University of Illinois, and received his MBA from New York University. In 2005, he graduated from the CEO Perspectives Program at Northwestern University. Mr. Toth joined the Board
in 2008.
Margaret L. Wolff
Ms. Wolff retired from
Skadden, Arps, Slate, Meagher & Flom LLP in 2014 after more than 30 years of providing client service in the Mergers & Acquisitions Group. During her legal career, Ms. Wolff devoted significant time to advising boards and
senior management on U.S. and international corporate, securities, regulatory and strategic matters, including governance, shareholder, fiduciary, operational and management issues. From 2013 to 2017, she was a board member of Travelers Insurance
Company of Canada and The Dominion of Canada General Insurance Company (each of which is a part of Travelers Canada, the Canadian operation of The Travelers Companies, Inc.) Ms. Wolff has been a trustee of New York-Presbyterian Hospital since
2005 and, since 2004, she has served as a trustee of The John A. Hartford Foundation (a philanthropy dedicated to improving the care of older adults) where she formerly served as Chair from 2015 to 2022. 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, Independent Co-Chair of the Board 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.
Board Member Terms. For each Fund, shareholders will be asked to elect Board Members as each Board Member’s term expires, and with respect to Board Members
elected by holders of Common Shares, such Board Members shall be elected for a term expiring at the time of the
32
third succeeding annual meeting of shareholders subsequent to their election or thereafter, in each case when their respective successors are duly elected and qualified. These provisions could
delay for up to two years the replacement of a majority of the Board. Board Members elected by the holders of Preferred Shares voting separately serve for a term expiring at the next succeeding annual meeting of shareholders subsequent to their
election or thereafter when their respective successors are duly elected and qualified.
33
The following table sets forth information with respect to each officer of the Funds. Officers receive no compensation from the Funds. The officers are elected by the
Board on an annual basis to serve until successors are elected and qualified.
|
|
|
|
|
|
|
| |
|
|
|
| Name, Address
and Year of Birth |
|
Position(s)
Held with Fund |
|
Term of
Office and Length of
Time Served(1) |
|
Principal Occupation(s)
During Past 5 Years(2) |
|
|
|
|
| David J. Lamb 333 West Wacker Drive
Chicago, IL 60606 1963 |
|
Chief Administrative Officer (Principal Executive Officer) |
|
Term: Indefinite Length of Service: Since 2015 |
|
Senior Managing Director of Nuveen Fund Advisors, LLC, Nuveen Securities, LLC and 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 held various positions with Nuveen since 2013; Managing Director, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management,
LLC. |
34
|
|
|
|
|
|
|
| |
|
|
|
| Name, Address
and Year of Birth |
|
Position(s)
Held with Fund |
|
Term of
Office and Length of
Time Served(1) |
|
Principal Occupation(s)
During Past 5 Years(2) |
|
|
|
|
| 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; Managing Director, 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. |
|
|
|
|
| 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. |
35
|
|
|
|
|
|
|
| |
|
|
|
| Name, Address
and Year of Birth |
|
Position(s)
Held with Fund |
|
Term of
Office and Length of
Time Served(1) |
|
Principal Occupation(s)
During Past 5 Years(2) |
|
|
|
|
| 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, Teachers Advisors LLC, TIAA-CREF Investment Management, LLC, and Nuveen Alternative Advisors LLC; has previously held various positions with Nuveen/TIAA. |
|
|
|
|
| Kevin J. McCarthy 333 West Wacker Drive
Chicago, IL 60606 1966 |
|
Vice President and Assistant Secretary |
|
Term: Indefinite Length of Service: Since 2007 |
|
Executive Vice President, Secretary and General Counsel of Nuveen Investments, Inc.; Executive Vice President and Assistant Secretary of Nuveen Securities, LLC; and Nuveen Fund Advisors, LLC; Executive Vice President and Secretary
of Nuveen Asset Management, LLC, Teachers Advisors, LLC, TIAA-CREF Investment Management LLC and Nuveen Alternative Investments, LLC; Executive Vice President, Associate General Counsel and Assistant Secretary of TIAA-CREF Funds and TIAA-CREF Life
Funds; has previously held various positions with Nuveen/TIAA; Vice President and Secretary of Winslow Capital Management, LLC; formerly, Vice President (2007-2021) and Secretary (2016-2021) of NWQ Investment Management Company, LLC and Santa
Barbara Asset Management, LLC. |
|
|
|
|
| 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; has previously held various positions with Nuveen/TIAA |
36
|
|
|
|
|
|
|
| |
|
|
|
| Name, Address
and Year of Birth |
|
Position(s)
Held with Fund |
|
Term of
Office and Length of
Time Served(1) |
|
Principal Occupation(s)
During Past 5 Years(2) |
|
|
|
|
| Mary Beth Ramsay 8500 Andrew Carnegie Blvd.
Charlotte, NC 28262 1965 |
|
Vice President |
|
Term: Indefinite 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; formerly, Senior Vice President, Head of Sales and
Client Solutions (2019-2022) and U.S. Chief Pricing Actuary (2016- 2019), SCOR Global Life Americas; Member of the Board of Directors of Society of Actuaries. |
|
|
|
|
William A. Siffermann
333 West Wacker Drive
Chicago, IL 60606
1975 |
|
Vice President |
|
Term: Indefinite Length of Service: Since 2017 |
|
Managing Director of Nuveen. |
|
|
|
|
| E. Scott Wickerham
8500 Andrew Carnegie Blvd. Charlotte, NC 28262
1973 |
|
Vice President and Controller (Principal Financial Officer) |
|
Term: Indefinite Length of Service: Since 2019 |
|
Senior Managing Director, Head of Public Investment Finance of Nuveen; Senior Managing Director of Nuveen Fund Advisors, LLC, Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment 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 since 2006. |
|
|
|
|
Mark L. Winget
333 West Wacker Drive
Chicago, IL 60606
1968 |
|
Vice President and Secretary |
|
Term: Indefinite Length of Service: Since 2008 |
|
Vice President and Assistant Secretary of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Vice President, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC, 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 Teachers Advisors, LLC and TIAA-CREF Investment
Management, LLC; Managing Director of Nuveen, LLC and of TIAA |
| (1) |
Length of Time Served indicates the year the individual became an officer of a fund in the Nuveen fund complex.
|
| (2) |
Information as of September 20, 2024. |
37
Audit Committee Report
The Audit Committee of each Board is responsible for the oversight and monitoring of (1) the accounting and reporting policies, processes and practices, and the
audit of the financial statements, of each Fund, (2) the quality and integrity of each Fund’s financial statements and (3) the independent registered public accounting firm’s qualifications, performance and independence. In its
oversight capacity, the Audit Committee reviews each Fund’s annual financial statements with both management and the independent registered public accounting firm and the Audit Committee meets periodically with the independent registered public
accounting firm and internal auditors to consider their evaluation of each Fund’s financial and internal controls. The Audit Committee also selects, retains, evaluates and may replace each Fund’s independent registered public accounting
firm. The Audit Committee is currently composed of six Independent Board Members and operates under a written charter adopted and approved by each Board. Each Audit Committee member meets the independence and experience requirements, as applicable,
of the NYSE, Section 10A of the 1934 Act and the rules and regulations of the SEC.
The Audit Committee, in discharging its duties, has met with and held
discussions with management and each Fund’s independent registered public accounting firm. The Audit Committee has also reviewed and discussed the audited financial statements with management. Management has represented to the independent
registered public accounting firm that each Fund’s financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee has also discussed with the independent registered public accounting firm the
matters required to be discussed by Statement on Auditing Standards (“SAS”) No. 114 (The Auditor’s Communication With Those Charged With Governance), which supersedes SAS No. 61 (Communication with Audit Committees). Each
Fund’s independent registered public accounting firm provided to the Audit Committee the written disclosure required by Public Company Accounting Oversight Board Rule 3526 (Communications with Audit Committees Concerning Independence), and the
Audit Committee discussed with representatives of the independent registered public accounting firm their firm’s independence. As provided in the Audit Committee Charter, it is not the Audit Committee’s responsibility to determine, and the
considerations and discussions referenced above do not ensure, that each Fund’s financial statements are complete and accurate and presented in accordance with generally accepted accounting principles.
Based on the Audit Committee’s review and discussions with management and the independent registered public accounting firm, the representations of management and
the report of the independent registered public accounting firm to the Audit Committee, the Audit Committee has recommended that the audited financial statements be included in each Fund’s Annual Report.
The current members of the Audit Committee are:
Joseph A. Boateng
Albin F. Moschner
John K. Nelson, Chair
Loren M. Starr
Margaret L. Wolff
Robert L. Young
38
Audit and Related Fees. The following tables provide the aggregate fees billed during each Fund’s last two
fiscal years and “stub” period, as applicable, by each Fund’s independent registered public accounting firm for engagements directly related to the operations and financial reporting of each Fund including those relating (i) to
each Fund for services provided to the Fund and (ii) to the Adviser and certain entities controlling, controlled by, or under common control with the Adviser that provide ongoing services to each Fund (“Adviser Entities”).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Audit Fees(1) |
|
|
Audit Related Fees(2) |
|
|
Tax Fees(3) |
|
|
All Other Fees(4) |
|
| |
|
Fund |
|
|
Fund |
|
|
Adviser and
Adviser Entitles |
|
|
Fund |
|
|
Adviser and
Adviser Entitles |
|
|
Fund |
|
|
Adviser and
Adviser Entitles |
|
| |
|
Fiscal
Year
Ended
2023 |
|
|
Fiscal
Year
Ended
2024 |
|
|
Fiscal
Year
Ended
2023 |
|
|
Fiscal
Year
Ended
2024 |
|
|
Fiscal
Year
Ended
2023 |
|
|
Fiscal
Year
Ended
2024 |
|
|
Fiscal
Year
Ended
2023 |
|
|
Fiscal
Year
Ended
2024 |
|
|
Fiscal
Year
Ended
2023 |
|
|
Fiscal
Year
Ended
2024 |
|
|
Fiscal
Year
Ended
2023 |
|
|
Fiscal
Year
Ended
2024 |
|
|
Fiscal
Year
Ended
2023 |
|
|
Fiscal
Year
Ended
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Arizona Quality(5) |
|
$ |
32,000 |
|
|
$ |
30,400 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| California
AMT-Free(5) |
|
|
32,000 |
|
|
|
30,400 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| California Value(5) |
|
|
32,000 |
|
|
|
30,400 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| California Quality(5) |
|
|
32,000 |
|
|
|
30,400 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| Massachusetts
Quality(6) |
|
|
28,000 |
|
|
|
26,600 |
|
|
|
0 |
|
|
|
218 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| (1) |
“Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual
financial statements and services provided in connection with statutory and regulatory filings or engagements. |
| (2) |
“Audit Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the
performance of the audit or review of financial statements that are not reported under “Audit Fees.” These fees include offerings related to the Fund’s Common Shares and leverage. |
| (3) |
“Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax
planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculation performed by the principal accountant. |
| (4) |
“All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees,”
“Audit-Related Fees” and “Tax Fees.” These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage. |
| (5) |
Information provided for fiscal years ended February 29. |
| (6) |
Information provided for fiscal years ended May 31. |
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Audit Fees(1) |
|
|
Audit Related Fees(2) |
|
|
Tax Fees(3) |
|
|
All Other Fees(4) |
|
| |
|
Fund |
|
|
Fund |
|
|
Adviser and
Adviser Entitles |
|
|
Fund |
|
|
Adviser and
Adviser Entitles |
|
|
Fund |
|
|
Adviser and
Adviser Entitles |
|
| |
|
Fiscal
Period
Ended
2024 |
|
|
Fiscal
Period Ended
2024 |
|
|
Fiscal
Period Ended
2024 |
|
|
Fiscal
Period Ended
2024 |
|
|
Fiscal
Period Ended
2024 |
|
|
Fiscal
Period Ended
2024 |
|
|
Fiscal
Period Ended
2024 |
|
| Arizona Quality(5) |
|
$ |
60,800 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
| California
AMT-Free(5) |
|
|
60,800
|
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| California Value(5) |
|
|
60,800
|
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| California Quality(5) |
|
|
60,800 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| (1) |
“Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual
financial statements and services provided in connection with statutory and regulatory filings or engagements. |
| (2) |
“Audit Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the
performance of the audit or review of financial statements that are not reported under “Audit Fees.” These fees include offerings related to the Fund’s Common Shares and leverage. |
| (3) |
“Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax
planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculation performed by the principal accountant. |
| (4) |
“All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees,”
“Audit-Related Fees” and “Tax Fees.” These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage. |
| (5) |
On August 20, 2024, the Board approved a change of Arizona Quality’s, California
AMT-Free’s, California Value’s and California Quality’s fiscal year end from February 29 to August 31. Information is provided for the “stub” period from March 1, 2024
through each Fund’s new fiscal year end of August 31, 2024. |
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total Non-Audit Fees
Billed to Fund |
|
|
Total Non-Audit Fees
Billed to Adviser and
Adviser
Entities
(Engagements Related
Directly to the Operations
and Financial Reporting
of Fund) |
|
|
Total Non-Audit Fees
Billed to Adviser and
Adviser
Entities
(All Other Engagements) |
|
|
Total |
|
| |
|
Fiscal Year
Ended 2023 |
|
|
Fiscal Year
Ended 2024 |
|
|
Fiscal Year
Ended 2023 |
|
|
Fiscal Year
Ended 2024 |
|
|
Fiscal Year
Ended 2023 |
|
|
Fiscal Year
Ended 2024 |
|
|
Fiscal Year
Ended 2023 |
|
|
Fiscal Year
Ended 2024 |
|
| Arizona Quality(1) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
| California
AMT-Free(1) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| California Value(1) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| California Quality(1) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| Massachusetts
Quality(2) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| (1) |
Information provided for fiscal years ended February 29. |
| (2) |
Information provided for fiscal years ended May 31. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total Non-Audit Fees
Billed to Fund |
|
|
Total Non-Audit Fees
Billed to Adviser
and
Adviser Entities
(Engagements Related
Directly to the Operations
and Financial Reporting
of Fund) |
|
|
Total Non-Audit Fees
Billed to Adviser and
Adviser
Entities
(All Other Engagements) |
|
|
Total |
|
| |
|
Fiscal Period
Ended 2024 |
|
|
Fiscal Period
Ended 2024 |
|
|
Fiscal Period
Ended 2024 |
|
|
Fiscal Period
Ended 2024 |
|
| Arizona Quality(1) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
| California
AMT-Free(1) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| California Value(1) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| California Quality(1) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| (1) |
On August 20, 2024, the Board approved a change of Arizona Quality’s, California
AMT-Free’s, California Value’s and California Quality’s fiscal year end from February 29 to August 31. Information is provided for the “stub” period from March 1, 2024
through each Fund’s new fiscal year end of August 31, 2024. |
41
Audit Committee Pre-Approval Policies and Procedures
Generally, the Audit Committee must approve each Fund’s independent registered public accounting firm’s engagements (i) with the Fund for audit or non-audit services and (ii) with the Adviser and Adviser Entities for non-audit services if the engagement relates directly to the operations and financial reporting of
the Fund. Regarding tax and research projects conducted by the independent registered public accounting firm for each Fund and the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund), such engagements
will be (i) pre-approved by the Audit Committee if they are expected to be for amounts greater than $10,000; (ii) reported to the Audit Committee Chair for his or her verbal approval prior to
engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000.
The Audit Committee has approved in advance all audit services and non-audit services that the independent registered public
accounting firm provided to each Fund and to the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund). None of the services rendered by the independent registered public accounting firm to each Fund or
the Adviser or Adviser Entities were pre-approved by the Audit Committee pursuant to the pre-approval exception under Rule
2-01(c)(7)(i)(C) or Rule 2-01(c)(7)(ii) of Regulation S-X.
42
Additional Information
Appointment of the Independent Registered Public Accounting Firm
The Board of
each Fund has appointed KPMG LLP (“KPMG”) as independent registered public accounting firm to audit the books and records of the Fund for its current fiscal year. A representative of KPMG will be present at the Annual Meetings to make a
statement, if such representative so desires, and to respond to shareholders’ questions. KPMG has informed each Fund that it has no direct or indirect material financial interest in the Funds, Nuveen, the Adviser or any other investment company
sponsored by Nuveen.
Principal Shareholders
As of September 20,
2024, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as provided in Appendix B.
Information About the Adviser
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as investment adviser and manager for each Fund. The Adviser is an indirect
subsidiary of Nuveen, 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.
Shareholder Proposals
To be considered for presentation at the 2024 annual
meeting of shareholders for a Fund, shareholder proposals submitted pursuant to Rule 14a-8 under the 1934 Act must be received at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not
later than June 23, 2025. A shareholder wishing to provide notice in the manner prescribed by Rule 14a-4(c)(1) under the 1934 Act of a proposal submitted outside of the process of Rule 14a-8 for the Annual Meeting must, pursuant to each Fund’s by-laws, submit such written notice to the Fund no earlier than July 23, 2025 and no later than
August 7, 2025. Timely submission of a proposal does not mean that such proposal will be included in a proxy statement.
Proposals may be presented by
shareholders only if advance notice is duly submitted in accordance with applicable law and a Fund’s governing documents, and the subject matter of such proposal is a matter upon which the proposing shareholder is entitled to vote. Each
Fund’s by-laws require shareholders submitting advance notices of proposals of business or nominations for election as Board Members to provide the Fund with certain information and representations about
the proponent shareholder and the nominees or business being proposed. No shareholder proposal will be considered at any meeting of shareholders of a Fund if such proposal does not satisfy all applicable requirements set forth in the by-laws and, unless required by applicable law, no matter shall be considered at or brought before any meeting of shareholders unless such matter has been deemed a proper matter for shareholder action by the chair
of the meeting, the Chief Administrative Officer of the Fund or at least sixty-six and two-thirds percent (66 2/3%) of the Fund’s Board Members. A shareholder
wishing to present a proposal of business or nomination is encouraged to carefully review the applicable Fund’s by-laws.
43
Copies of the by-laws of each Fund are available on the EDGAR Database on the
SEC’s website at www.sec.gov.
Shareholder Communications
Fund shareholders who want to communicate with the Board or any individual Board Member should write to the attention of William Siffermann, Manager of Fund Board
Relations, Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. The letter should indicate that you are a Fund shareholder and note the Fund or Funds that you own. If the communication is int ended for a specific Board Member and so indicates, it
will be sent only to that Board Memb er. If a communication does not indicate a specific Board Member, it will be sent to the Independent Chair and the outside counsel to the Independent Board Members for further dist ribution as deemed appropriate
by such persons.
Expenses of Proxy Solicitation
The cost of preparing,
printing and mailing the enclosed proxy, accompanying notice and proxy statement and all other costs in connection with the solicitation of proxies will be paid by the Funds pro rata based on the number of shareholder accounts. Additional
solicitation may be made by letter or telephone by officers or employees of Nuveen or the Adviser, or by dealers and their representatives. Any additional costs of solicitation will be paid by the Fund that requires additional solicitation.
Fiscal Year
The last fiscal year end for each Fund, except Massachusetts
Quality, was February 29, 2024 and was changed to August 31, effective August 31, 2024. The last fiscal year end for Massachusetts Quality was May 31, 2024.
Shareholder Report Delivery
Shareholder reports will be furnished to
shareholders of record of each Fund following the applicable period. As permitted by regulations adopted by the SEC, shareholder reports will be made available on the Funds’ website (www.nuveen.com/closed-end-funds/), and shareholders will be notified by mail each time a report is posted and provided with a website link to access the report. Shareholders may elect to receive all future
reports in paper free of charge. If you own shares of a Fund through a financial intermediary, such as a broker-dealer or bank, you may contact your financial intermediary to request that you continue to receive paper copies of your shareholder
reports. If you invest directly with a Fund, you can inform the Fund that you wish to receive paper copies of your shareholder reports by writing to the Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787. Your election to receive shareholder reports in paper will apply to all Nuveen funds if you invest directly with the
Fund or to all funds held in your account if you invest through your financial intermediary.
44
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on
November 14, 2024:
Each Fund’s proxy statement is available at
http://www.nuveenproxy.com/Closed-End-Fund-Proxy-Information/. For more information, shareholders may also contact the applicable Fund at the address and phone
number set forth above.
Please note that only one annual report, semi-annual report or proxy statement may be delivered to two or more shareholders of a Fund
who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report, semi-annual report or proxy statement, or for instructions as to how to request
a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above.
Additional Information About the Solicitation
The Funds’ by-laws previously included “control share” provisions, the effectiveness of which was suspended as of February 24, 2022. On February 28, 2024, the Funds amended the by-laws to eliminate the control share provisions from the by-laws.
General
Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Annual Meetings. However, if
other matters are properly presented to the Annual Meetings for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Fund.
Under each Fund’s by-laws, upon at least five business days advance written notice to the Fund, a shareholder is entitled
to inspect and copy, during regular business hours at the office where they are maintained, copies of certain records of the Fund, including a list of the names and addresses of all shareholders of record, in alphabetical order by class, showing the
number and class of shares held by each shareholder of record, only to the extent that the written notice describes with reasonable particularity the purpose of the demand and the records the shareholder desires to inspect, the demand is made in
good faith and for a proper purpose, the records requested are directly connected with such purpose, and the Board Members shall not have determined in good faith that disclosure of the records sought would adversely affect the Fund in the conduct
of its business or constitute material non-public information at the time when the shareholder’s notice of demand to inspect and copy is received by the Fund. Shareholders interested in seeking to inspect
the list of shareholders of record for their respective Fund(s) should contact (800) 257-8787 for additional information. To email the Fund(s), please visit
www.nuveen.com/contact-us.
Failure of a quorum to be present at any Annual Meeting will necessitate adjournment and will
subject that Fund to additional expense. Under each Fund’s by-laws, the Annual Meeting, whether or not a quorum is present, may, by announcement of the person appointed to serve
45
as chair of the meeting, be adjourned with respect to one or more or all matters to be considered at the meeting from time to time to a designated time and place. The appointed chair may adjourn
any Annual Meeting to permit further solicitation of proxies.
IF YOU CANNOT BE PRESENT AT THE VIRTUAL MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE
ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
Mark L. Winget
Vice President and Secretary
October 17,
2024, 2024
46
APPENDIX A
Beneficial Ownership
The following table lists the dollar range of
equity securities beneficially owned by each Board Member/nominee in each Fund and in the Fund Complex overseen by the Board Member/nominee as of September 20, 2024. The information as to beneficial ownership is based on statements furnished by
each Board Member/nominee.
|
|
|
|
|
|
|
|
|
|
|
|
|
| Board Members/Nominees |
|
Arizona
Quality |
|
California
AMT-Free |
|
California
Value |
|
California
Quality |
|
Massachusetts
Quality |
|
Aggregate Range of Equity Securities in All
Registered Investment Companies
Overseen in
Family of Investment Companies(1) |
|
| Board Members/Nominees who are not “interested persons” of the Funds |
| Joseph A. Boateng(2)(3) |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| Michael A. Forrester(2)(3) |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| Thomas J. Kenny(2)(3) |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| Amy B. R. Lancellotta |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| Joanne T. Medero |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| Albin F. Moschner |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| John K. Nelson |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| Loren M. Starr(2)(3) |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| Matthew Thornton III |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| Terence J. Toth |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| Margaret L. Wolff |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| Robert L. Young |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
$0 |
|
Over $100,000 |
| (1) |
The amounts reflect the aggregate dollar range of equity securities of the number of shares beneficially owned by the
Board Member/nominee in the Funds and in all Nuveen funds overseen by each Board Member/nominee. |
| (2) |
Mr. Boateng, Mr. Forrester, Mr. Kenny and Mr. Starr were appointed to the Board, effective
January 1, 2024. |
| (3) |
“Aggregate Range of Equity Securities in All Registered Investment Companies Overseen 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. |
A-1
The following table sets forth, for each Board Member/nominee and for the Board Members/nominees and officers as a group,
the amount of shares beneficially owned in each Fund as of September 20, 2024. The information as to beneficial ownership is based on statements furnished by each Board Member/nominee and officer.
|
|
|
|
|
|
|
|
|
|
|
| Board Members/Nominees |
|
Arizona
Quality |
|
California
AMT-Free |
|
California
Value |
|
California
Quality |
|
Massachusetts
Quality |
|
| Board Members/Nominees who are not “interested persons” of the Funds |
| Joseph A. Boateng |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
| Michael A. Forrester |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
| Thomas J. Kenny |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
| Amy B. R. Lancellotta |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
| Joanne T. Medero |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
| Albin F. Moschner |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
| John K. Nelson |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
| Loren M. Starr |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
| Matthew Thornton III |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
| Terence J. Toth |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
| Margaret L. Wolff |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
| Robert L. Young |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
| All Board Members/Nominees and Officers as a Group |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
| (1) |
The numbers include share equivalents of certain Nuveen funds in which the Board Member/nominee is deemed to be invested
pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described in the Joint Proxy Statement. |
A-2
APPENDIX B
List of Beneficial Owners Who Own More Than 5% of Any Class of Shares in Any Fund
The following chart lists each shareholder or group of shareholders who beneficially owned more than 5% of any class of shares for each Fund as of September 20,
2024*:
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
| Fund and Class |
|
Shareholder Name and Address |
|
Number of
Shares Owned
of Class |
|
|
Percentage
Owned
of Class |
|
|
|
|
|
| Arizona Quality
Common Shares |
|
Saba Capital Management, L.P.(a)
Saba Capital Management GP, LLC(a)
Boaz R. Weinstein(a)
405 Lexington Avenue, 58th Floor
New York, NY 10174 |
|
|
598,308 |
|
|
|
5.16 |
% |
|
|
|
|
| Arizona Quality
AMTP Shares (Series 2028) |
|
Wells Fargo & Company(b)
420 Montgomery Street
San Francisco, CA 94104
Wells Fargo Municipal Capital Strategies, LLC(b)
375 Park Avenue
New York, NY 10152 |
|
|
883 |
|
|
|
100.00 |
% |
|
|
|
|
| Massachusetts Quality
Common Shares |
|
Saba Capital Management, L.P.(a)
Saba Capital Management GP, LLC(a)
Boaz R. Weinstein(a) 405
Lexington Avenue, 58th Floor New York, NY 10174 |
|
|
466,785 |
|
|
|
5.01 |
% |
|
|
|
|
| Massachusetts Quality
Common Shares |
|
Gerald Fels(c)
Marilyn Fels(c) 271 Thompson
Road Webster, MA 05170 |
|
|
1,200,000 |
|
|
|
12.84 |
% |
| * |
The information contained in this table is based on Schedule 13D and 13G filings made on or before September 20,
2024. |
| (a) |
Saba Capital Management, Saba Capital Management GP, LLC and Boaz R. Weinstein filed their Schedule 13G jointly and did
not differentiate holdings as to each entity or person. |
| (b) |
Wells Fargo & Company and Wells Fargo Municipal Capital Strategies, LLC filed their Schedule 13D jointly and did
not differentiate holdings as to each entity. |
| (c) |
Gerald Fels and Marilyn Fels filed their Schedule 13G jointly and, based on information in the Schedule 13G, share voting
power with respect to 1,200,000 Common Shares. In addition, based on information in the Schedule 13G, Mr. Fels has sole voting power with respect to an additional 132,557 Common Shares and Mrs. Fels has sole voting power with respect to an
additional 210,025 Common Shares. |
VRDP Shares are designed to be eligible for purchase by money market funds. Information with respect to
aggregate holdings of VRDP Shares associated with fund complexes identified by the remarketing agents as holding greater than 5% of the outstanding VRDP Shares of a Fund, including the number of VRDP Shares associated with the fund complex and
percentage of total outstanding, is as follows: California AMT-Free (Series 3): Federated (277 shares (64.87%)), Schwab (130 shares (30.44%)), Vanguard (20 shares (4.68%)); California AMT-Free (Series 4): Schwab (300 shares (27.52%)), Vanguard (790 shares (72.48%)); California AMT-Free (Series 6): JP Morgan (265 shares (25.24%)), Schwab (600 shares
(57.14%)), Vanguard (185 shares (17.62%)); California Quality (Series 1): Deutsche (34 shares (2.50%)),
B-1
JP Morgan (662 shares (48.60%)), Schwab (666 shares (48.90%)); California Quality (Series 2): Barclays (910 shares (100%)); California Quality (Series 4): JP Morgan (725 shares (68.66%)),
Schwab (140 shares (13.26%)), Vanguard (191 shares (18.09%)); California Quality (Series 5): JP Morgan (1,589 shares (100%)); California Quality (Series 6): Schwab (790 shares (49.97%)), Vanguard (791 shares (50.03%)); California Quality (Series 7):
DWS (9 shares (0.92%)), Federated (6 shares (0.61%)), JP Morgan (210 shares (21.43%)), Schwab (660 shares (67.35%)), Vanguard (95 shares (9.69%)); California Quality (Series 8): Wells Fargo (1,600 shares (100%)); Massachusetts Quality (Series 1):
Wells Fargo (740 shares (100%)).
MFP Shares are designed to be eligible for purchase by institutional investors. With confirmation of the holders of each series of
MFP Shares, information with respect to aggregate holdings of MFP Shares associated with shareholders (number of MFP Shares and percentage of total outstanding) is as follows: California AMT-Free (Series A):
Alliance Bernstein (200 shares (14.25%)), Barclays (164 shares (11.68%)), Federated (190 shares (13.53%)), Invesco (100 shares (7.12%)), Mackay (250 shares (17.81%)), Neuberger Berman (17 shares (1.21%)), Payden & Rygel (15 shares (1.07%)),
Principal Global Investors (25 shares (1.78%)), Vanguard (443 shares (31.55%)); California Quality (Series A): Wells Fargo (2,750 shares (100%)).
B-2
APPENDIX C
NUMBER OF BOARD AND COMMITTEE MEETINGS
HELD DURING EACH FUND’S LAST FISCAL YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fund |
|
Regular
Board Meeting |
|
|
Special
Board Meeting |
|
|
Executive
Committee Meeting |
|
|
Dividend
Committee Meeting |
|
|
Compliance, Risk
Management and Regulatory
Oversight Committee
Meeting |
|
|
Audit
Committee Meeting |
|
|
Nominating
and Governance
Committee Meeting |
|
|
Investment
Committee Meeting |
|
|
Closed-End
Funds Committee |
|
|
|
|
|
|
|
|
|
|
|
| Arizona Quality1 |
|
|
5 |
|
|
|
8 |
|
|
|
8 |
|
|
|
7 |
|
|
|
6 |
|
|
|
14 |
|
|
|
6 |
|
|
|
4 |
|
|
|
4 |
|
| California AMT-Free1 |
|
|
5 |
|
|
|
8 |
|
|
|
8 |
|
|
|
7 |
|
|
|
6 |
|
|
|
14 |
|
|
|
6 |
|
|
|
4 |
|
|
|
4 |
|
| California Value1 |
|
|
5 |
|
|
|
8 |
|
|
|
8 |
|
|
|
7 |
|
|
|
6 |
|
|
|
14 |
|
|
|
6 |
|
|
|
4 |
|
|
|
4 |
|
| California Quality1 |
|
|
5 |
|
|
|
8 |
|
|
|
8 |
|
|
|
7 |
|
|
|
6 |
|
|
|
14 |
|
|
|
6 |
|
|
|
4 |
|
|
|
4 |
|
| Massachusetts Quality2 |
|
|
5 |
|
|
|
8 |
|
|
|
8 |
|
|
|
10 |
|
|
|
6 |
|
|
|
15 |
|
|
|
5 |
|
|
|
4 |
|
|
|
4 |
|
| 1 |
Information provided for the fiscal year ended February 29, 2024. |
| 2 |
Information provided for the fiscal year ended May 31, 2024. |
C-1
NUMBER OF BOARD AND COMMITTEE MEETINGS
HELD DURING EACH FUND’S “STUB” PERIOD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fund |
|
Regular
Board Meeting |
|
|
Special
Board Meeting |
|
|
Executive
Committee Meeting |
|
|
Dividend
Committee Meeting |
|
|
Compliance, Risk
Management and Regulatory
Oversight Committee
Meeting |
|
|
Audit
Committee Meeting |
|
|
Nominating
and Governance
Committee Meeting |
|
|
Investment
Committee Meeting |
|
|
Closed-End
Funds Committee |
|
|
|
|
|
|
|
|
|
|
|
| Arizona Quality3 |
|
|
3 |
|
|
|
3 |
|
|
|
4 |
|
|
|
5 |
|
|
|
2 |
|
|
|
7 |
|
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
| California AMT-Free3 |
|
|
3 |
|
|
|
3 |
|
|
|
4 |
|
|
|
5 |
|
|
|
2 |
|
|
|
7 |
|
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
| California Value3 |
|
|
3 |
|
|
|
3 |
|
|
|
4 |
|
|
|
5 |
|
|
|
2 |
|
|
|
7 |
|
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
| California Quality3 |
|
|
3 |
|
|
|
3 |
|
|
|
4 |
|
|
|
5 |
|
|
|
2 |
|
|
|
7 |
|
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
| 3 |
On August 20, 2024, the Board approved a change of Arizona Quality’s, California
AMT-Free’s, California Value’s and California Quality’s fiscal year end from February 29 to August 31. Information is provided for the “stub” period from March 1, 2024
through each Fund’s new fiscal year end of August 31, 2024. |
C-2
Nuveen
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
nuveen A TIAA Company PO Box 43131 Providence, RI 02940-3131 EVERY VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on
to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE AT THE VIRTUAL MEETING Visit:
meetnow.global/MPR7XU9 on November 14 at 2:00 p.m. Central Time. To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. FUNDS Nuveen Arizona Quality
Municipal Income Fund Nuveen California Municipal Value Fund Nuveen Massachusetts Quality Municipal Income Fund FUNDS Nuveen California AMT-Free Quality Municipal Income Fund Nuveen California Quality
Municipal Income Fund DO NOT TEAR nuveen A TIAA Company NUVEEN FUNDS THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES FOR AN ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 14, 2024 COMMON SHARES The Annual Meeting of Shareholders will be held
Thursday, November 14, 2024 at 2:00 p.m. Central Time virtually at the following Website: meetnow.global/MPR7XU9. At this meeting, you will be asked to vote on the election of board members as described in the Joint Proxy Statement attached.
The undersigned, revoking previous proxies, hereby appoints John M. McCann, Kevin J. McCarthy and Mark L. Winget, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at
the Annual Meeting of Shareholders to be held on Thursday, November 14, 2024, or any adjournment(s) or postponement(s) thereof. To participate in the Virtual Meeting enter the 14-digit control number from
the shaded box on this card. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournment(s) or postponement(s) thereof. Receipt of the Notice of the
Annual Meeting of Shareholders and the accompanying Joint Proxy Statement is hereby acknowledged. The shares of the Fund(s) represented hereby will be voted as indicated or FOR the proposals if no choice is indicated. VOTE VIA THE INTERNET:
www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 NUV_34162_101124 PLEASE SIGN, DATE ON THE REVERSE SIDE AND RETURN THE
PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS. In their discretion, the proxy holders are authorized to
vote upon such other matters as may properly come before the meeting or any adjournments or postponements thereof. Properly executed proxies will be voted as specified. If no other specification is made, such shares will be voted “FOR” the
proposals. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals 1a . Election of Board Members: To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the
nominee number(s) on the line provided. Class III: 01. Joanne T. Medero 02. Loren M. Starr 03. Matthew Thornton III FOR WITHHOLD FOR ALL ALL ALL EXCEPT 01 Nuveen Arizona Quality Municipal Income Fund ☐ ☐ ☐ 02 Nuveen California AMT-Free Quality Municipal Income Fund ☐ ☐ ☐ 03 Nuveen California Quality Municipal Income Fund ☐ ☐ ☐ 04 Nuveen Massachusetts Quality Municipal Income Fund ☐ ☐ ☐
1b. Election of Board Members: To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided. Class III: 01. Joanne T. Medero 02. Albin F. Moschner 03. Loren
M. Starr 04. Matthew Thornton III FOR WITHHOLD FOR ALL ALL ALL EXCEPT Nuveen California Municipal Value Fund ☐ ☐ ☐ Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held
Virtually on November 14, 2024. The Joint Proxy Statement for this meeting is available at
https://www.nuveen.com/en-us/investments/proxy-information#closed-end-funds B Authorized Signatures — This section must be
completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor,
guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature
within the box Signature 2 — Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx NUV1 34162 xxxxxxxx
nuveen A TIAA Company PO Box 43131 Providence, RI 02940-3131 Please detach at perforation before mailing. nuveen A TIAA Company NUVEEN
CALIFORNIA AMT-FREE QUALITY MUNICIPAL INCOME FUND ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 14, 2024 PREFERRED SHARES THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES. The undersigned
shareholder(s) of Nuveen California AMT-Free Quality Municipal Income Fund, a Massachusetts business trust, revoking previous proxies, hereby appoints John M. McCann, Kevin J. McCarthy and Mark L. Winget, or
any one of them, as true and lawful attorneys with power of substitution of each, to vote all shares of Nuveen California AMT-Free Quality Municipal Income Fund that the undersigned is entitled to vote at the
Annual Meeting of Shareholders to be held virtually at the following Website: meetnow.global/MPR7XU9, on November 14, 2024, at 2:00 p.m., Central Time, and at any and all adjournments or postponements thereof as indicated on the reverse side.
In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournment or postponement thereof. Receipt of the Notice of the Annual Meeting of Shareholders and the
accompanying Joint Proxy Statement is hereby acknowledged. The shares of Nuveen California AMT-Free Quality Municipal Income Fund represented hereby will be voted as indicated or FOR the proposal if no choice
is indicated. NKX_34162_101124_Pref PLEASE SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
EVERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! Important Notice Regarding the Availability of Proxy Materials
for Nuveen California AMT-Free Quality Municipal Income Fund Annual Meeting of Shareholders to Be Held Virtually on November 14, 2024. The Joint Proxy Statement for this meeting is available at https://www.nuveen.com/en-us/investments/proxy-information#closed-end-funds IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT
RETURN THIS PROXY CARD Please detach at perforation before mailing. In their discretion, the proxy holders are authorized to vote upon such other matters as may properly come before the meeting or any adjournments or postponements thereof. Properly
executed proxies will be voted as specified. If no other specification is made, such shares will be voted “FOR” the proposal. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposal THE BOARD RECOMMENDS A
VOTE FOR THE FOLLOWING PROPOSAL. 1a. Election of Board Members: FOR AGAINST FOR ALL Class III: Preferred Shares Only: ALL ALL EXCEPT 01. Joanne T. Medero 04. Albin F. Moschner 02. Loren M. Starr 05. Margaret L. Wolff 03. Matthew Thornton III
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number(s) on the line provided. B Authorized Signatures — This section must be completed for your
vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator,
trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature
2 — Please keep signature within the box / / Scanner bar code xxxxxxxxxxxxxx NKX2 34162 xxxxxxxx
Grafico Azioni Nuveen California AMT Fr... (NYSE:NKX)
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