As
filed with the U.S. Securities and Exchange Commission on May 17, 2024
Securities
Act Registration No. 333-[ ]
Investment
Company Registration No. 811-22003
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
N-2
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Registration
Statement under the Securities Act of 1933: |
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Pre-Effective
Amendment No. |
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Post-Effective
Amendment No. |
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Registration
Statement under the Investment Company Act of 1940: |
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Amendment No. 7 |
Nuveen Core Equity Alpha Fund
Exact
Name of Registrant as Specified in the Declaration of Trust
333
West Wacker Drive Chicago, Illinois 60606
Address
of Principal Executive Offices (Number, Street, City, State, Zip Code)
(800)
257-8787
Registrant’s
Telephone Number, including Area Code
Mark
L. Winget
Vice
President and Secretary
333
West Wacker Drive
Chicago,
Illinois 60606
Name
and Address (Number, Street, City, State, Zip Code) of Agent for Service
Copies
of Communications to:
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| Eric
S. Purple, Esquire |
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Joel
D. Corriero, Esquire |
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Eric
F. Fess |
Stradley
Ronon Stevens & Young, LLP
2000
K Street, N.W., Suite 700
Washington,
D.C. 20006 |
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Stradley
Ronon Stevens & Young, LLP
2005
Market Street, Suite 2600
Philadelphia,
Pennsylvania 19103 |
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Chapman
and Cutler LLP
111
West Monroe Chicago,
Illinois 60603 |
Approximate
Date of Commencement of Proposed Public Offering:
From
time to time after the effective date of this Registration Statement.
☐
Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.
☒
Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415
under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment
plan.
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Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
☐
Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
☐
Check box if this Form is a post-effective amendment to a registration statement filed pursuant
to General Instruction B to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act.
It
is proposed that this filing will become effective (check appropriate box)
☐
when declared effective pursuant to Section 8(c) of the Securities Act.
If
appropriate, check the following box:
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This [post-effective] amendment designates a new effective date for a previously filed [post-effective] amendment [registration statement].
☐
This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
and the Securities Act registration statement number of the earlier effective registration statement for the same offering
is: .
☐
This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement
number of the earlier effective registration statement for the same offering is: .
☐
This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement
number of the earlier effective registration statement for the same offering is: .
Check
each box that appropriately characterizes the Registrant:
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Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company
Act”)).
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Business Development Company (closed-end company that intends or has elected to be regulated
as a business development company under the Investment Company Act).
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Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under
the Investment Company Act).
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A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this
Form).
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Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
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Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange
Act”).
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If an Emerging Growth Company, indicate by check mark if the registrant has elected not to
use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
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New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment that specifically states that the Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as
the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
The
information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the U.S. Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED May 17, 2024
PRELIMINARY BASE PROSPECTUS
$[ ]
Common Shares
Rights to Purchase Common Shares
Nuveen Core Equity Alpha Fund
The
Offering. Nuveen Core Equity Alpha Fund (the “Fund”) is offering, on an immediate, continuous or delayed
basis, in one or more offerings, with a maximum aggregate dollar offering price of up to $[_____], common shares (“Common Shares”)
and/or subscription rights to purchase Common Shares (“Rights,” and collectively with Common Shares, “Securities”),
in any combination. The Fund may offer and sell such Securities directly to one or more purchasers, to or through underwriters, through
dealers or agents that the Fund designates from time to time, or through a combination of these methods. The prospectus supplement relating
to any offering of Securities will describe such offering, including, as applicable, the names of any underwriters, dealers or agents
and information regarding any applicable purchase price, fee, commission or discount arrangements made with those underwriters, dealers
or agents or the basis upon which such amount may be calculated. The prospectus supplement relating to any Rights offering will set forth
the number of Common Shares issuable upon the exercise of each Right (or number of Rights) and the other terms of such Rights offering.
For more information about the manners in which the Fund may offer Securities, see “Plan of Distribution.”
The
Fund. The Fund is a diversified, closed-end management investment company. The Fund’s investment objective is to provide
an active level of total return. The Fund seeks to achieve its investment objective primarily through long term capital appreciation
and secondarily through income and gains. There can be no assurance that the Fund will achieve its investment objective or that the
Fund’s investment strategies will be successful.
This
Prospectus, together with any related prospectus supplement, sets forth concisely information about the Fund that a prospective investor
should know before investing, and should be retained for future reference. Investing in Securities involves risks. You could lose some
or all of your investment. You should consider carefully these risks together with all of the other information in this Prospectus and
any related prospectus supplement before making a decision to purchase any of the Securities. See “Risk Factors”
beginning on page 9.
Common
Shares are listed on the New York Stock Exchange (the “NYSE”). The trading or “ticker”
symbol of the Common Shares is “JCE.” The closing price of the Common Shares, as
reported by the NYSE on [____], 2024, was $[____] per Common Share. The net asset value of
the Common Shares at the close of business on that same date was $[____] per Common Share.
Rights issued by the Fund may also be listed on a securities exchange.
You
should read this Prospectus, together with any related prospectus supplement, which contains
important information about the Fund, before deciding whether to invest and retain it for
future reference. A Statement of Additional Information, dated May [ ],
2024 (the “SAI”), containing additional information about the Fund has been filed
with the U.S. Securities and Exchange Commission (the “SEC”) and is incorporated
by reference in its entirety into this Prospectus. You may request a free copy of the SAI,
the table of contents of which is on the last page of this Prospectus, annual and semi-annual
reports to shareholders and other information about the Fund and make shareholder inquiries
by calling (800) 257-8787, by writing to the Fund at 333 West Wacker Drive, Chicago,
Illinois 60606 or from the Fund’s website (http://www.nuveen.com). The information contained
in, or that can be accessed through, the Fund’s website is not part of this Prospectus,
except to the extent specifically incorporated by reference herein. You also may obtain a
copy of the SAI (and other information regarding the Fund) from the SEC’s web site (http://www.sec.gov).
The
date of this Prospectus is May [ ], 2024.
The
Securities do not represent a deposit or obligation of, and are not guaranteed or endorsed
by, any bank or other insured depository institution, and are not federally insured by the
Federal Deposit Insurance Corporation, the Federal Reserve Board or any other governmental
agency.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities
or determined if this Prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
TABLE OF CONTENTS
You should rely only on the information contained or incorporated by reference into this Prospectus and any related prospectus supplement. The Fund has not
authorized anyone to provide you with different information. The Fund is not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this Prospectus and any related
prospectus supplement is accurate as of any date other than the dates on their covers. The Fund will update this Prospectus to reflect any material changes to the disclosures herein.
FORWARD-LOOKING
STATEMENTS
Any
projections, forecasts and estimates contained or incorporated by reference herein are forward
looking statements and are based upon certain assumptions. Projections, forecasts and estimates
are necessarily speculative in nature, and it can be expected that some or all of the assumptions
underlying any projections, forecasts or estimates will not materialize or will vary significantly
from actual results. Actual results may vary from any projections, forecasts and estimates
and the variations may be material. Some important factors that could cause actual results
to differ materially from those in any forward looking statements include changes in interest
rates, market, financial or legal uncertainties, including changes in tax law, and the timing
and frequency of defaults on underlying investments. Consequently, the inclusion of any projections,
forecasts and estimates herein should not be regarded as a representation by the Fund or
any of its affiliates or any other person or entity of the results that will actually be
achieved by the Fund. Neither the Fund nor its affiliates has any obligation to update or
otherwise revise any projections, forecasts and estimates including any revisions to reflect
changes in economic conditions or other circumstances arising after the date hereof or to
reflect the occurrence of unanticipated events, even if the underlying assumptions do not
come to fruition. The Fund acknowledges that, notwithstanding the foregoing, the safe harbor
for forward-looking statements under the Private Securities Litigation Reform Act of 1995
does not apply to investment companies such as the Fund.
PROSPECTUS
SUMMARY
This
is only a summary. You should review the more detailed information contained elsewhere in
this Prospectus and any related prospectus supplement and in the Statement of Additional
Information (the “SAI”).
The
Fund |
Nuveen
Core Equity Alpha Fund (the “Fund”) is a diversified, closed-end management investment company. See “The Fund.” The
Fund’s common shares, $0.01 par value per share (“Common Shares”), are traded on the New York Stock Exchange (the
“NYSE”) under the symbol “JCE.” Rights issued by the Fund may also be listed on a securities exchange. |
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The
closing price of the Common Shares, as reported by the NYSE on [____], 2024, was $[____] per Common Share. The net asset value (“NAV”)
of the Common Shares at the close of business on that same date was $[____] per Common Share. As of April 30, 2024, the Fund had 16,095,014
Common Shares outstanding and net assets of $224,126,589. See “Description of Shares.” |
The
Offering |
The Fund
may offer, from time to time, in one or more offerings, with a maximum aggregate dollar offering price of up to $[ ],
Common Shares and/or subscription rights to purchase Common Shares (“Rights,” and collectively with Common Shares, “Securities”),
in any combination, on terms to be determined at the time of the offering. The Fund may offer and sell such Securities directly to one
or more purchasers, to or through underwriters, through dealers or agents that the Fund designates from time to time, or through a combination
of these methods. The prospectus supplement relating to any offering of Securities will describe such offering, including, as applicable,
the names of any underwriters, dealers or agents and information regarding any applicable purchase price, fee, commission or discount
arrangements made with those underwriters, dealers or agents or the basis upon which such amount may be calculated. For more information
about the manners in which the Fund may offer Securities, see “Plan of Distribution.” The prospectus supplement relating to
any Rights offering will set forth the number of Common Shares issuable upon the exercise of each Right (or number of Rights) and the
other terms of such Rights offering. The minimum price on any day at which the Common Shares may be sold will not be less than the NAV
per Common Share at the time of the offering plus the per share amount of any underwriting commission or discount; provided that Rights
offerings that meet certain conditions may be offered at a price below the then current NAV. See “Rights Offerings.” |
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The
Fund may not sell any Securities through agents, underwriters or dealers without delivery,
or deemed delivery, of a prospectus, including the appropriate prospectus supplement, describing
the method and terms of the particular offering of such Securities. You should
read this Prospectus and the applicable prospectus supplement carefully before you invest
in our Securities. |
Investment Objective
and Policies |
Please
refer to the section of the Fund’s most recent annual report on Form N-CSR entitled “Shareholder Update—Current Investment
Objectives, Investment Policies and Principal Risks of the Funds—Investment Objective” and “—Investment Policies,”
as such investment objective and investment policies may be supplemented from time to time, which are incorporated by reference herein,
for a discussion of the Fund’s investment objective and policies. |
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There
can be no assurance that such strategies will be successful. For a more complete discussion of the Fund’s portfolio composition
and its corresponding risks, see “The Fund’s Investments” and “Risk Factors.” |
Investment Adviser
|
Nuveen
Fund Advisors, LLC (“Nuveen Fund Advisors”), the Fund’s investment adviser, is responsible for overseeing the Fund’s
overall investment strategy and its implementation. Nuveen Fund Advisors offers advisory and investment management services to a broad
range of investment company clients. Nuveen Fund Advisors has overall responsibility for management of the Fund, oversees the management
of the Fund’s portfolio, manages the Fund’s business affairs and provides certain clerical, bookkeeping and other administrative
services. Nuveen Fund Advisors is located at 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen Fund Advisors is an indirect subsidiary
of Nuveen, LLC (“Nuveen”), the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”).
TIAA is a life insurance company founded in 1918 by the Carnegie Foundation for the Advancement of Teaching and is the companion organization
of College Retirement Equities Fund. As of March 31, 2024, Nuveen managed approximately $1.2 trillion in assets, of which approximately
$143.2 billion was managed by Nuveen Fund Advisors. |
Sub-Adviser |
Nuveen
Asset Management, LLC (“Nuveen Asset Management”) serves as the Fund’s sub-adviser. Nuveen Asset Management, a registered
investment adviser, is a wholly-owned subsidiary of Nuveen Fund Advisors. Nuveen Asset Management oversees the day-to-day investment
operations of the Fund. |
Use
of Leverage |
As a non-fundamental
policy, the Fund will not leverage its capital structure by issuing senior securities such as the issuance of preferred shares or debt
instruments. The Fund may, however, borrow up to 7.5% of its Managed Assets (as defined below) for cash management purposes. In addition,
the Fund may borrow for temporary or emergency purposes and may enter into certain derivatives transactions that have the economic effect
of leverage by creating additional investment exposure.
“Managed Assets” mean the total assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities
incurred for the express purpose of creating leverage). Total assets for this purpose shall include assets attributable to the Fund’s
use of leverage (whether or not those assets are reflected in the Fund’s financial statements for purposes of generally accepted
accounting principles), and derivatives will be valued at their market value. |
Distributions
|
The Fund will pay quarterly distributions stated in terms of a fixed
cents per Common Share that would be composed of net investment income and supplemental amounts generally representing realized capital
gains or, possibly, returns of capital representing unrealized capital gains. Quarterly distributions, including such supplemental amounts,
are sometimes referred to as “managed distributions.” The Fund’s managed distribution policy is pursuant to an exemptive
order issued by the SEC, which permits the Fund to distribute long-term capital gains to shareholders more frequently than once per year.
The Fund will seek to establish a Common Share distribution rate that roughly corresponds to Nuveen Fund Advisors’ projections of
the total return that could reasonably be expected to be generated by the Fund’s Common Shares over an extended period of time,
although the distribution rate will not be solely dependent on the amount of income earned or capital gains realized. Nuveen Fund Advisors,
in making such projections, may consider long-term historical returns and a variety of other factors. Distributions can only be made after
paying any interest and required principal payments on borrowings, if any, and any accrued dividends to preferred shareholders, if any. |
If, for any quarterly distribution, net investment income and net
realized capital gains were less than the amount of the distribution, the difference would be distributed from the Fund’s assets.
In order to raise the cash for such distributions, the Fund expects to sell portfolio securities. Such portfolio sales may occur at a
time when independent investment judgment might not otherwise have dictated such action. The Fund’s final distribution for each
calendar year may include any remaining net investment income and net realized capital gains not distributed during the year.
The Fund’s actual financial performance will likely vary significantly
from month-to-month and from year-to-year, and there may be extended periods when the distribution rate will exceed the Fund’s actual
total returns. The Fund’s projected or actual distribution rate is not a prediction of what the Fund’s actual total returns
will be over any specific future period.
As portfolio and market conditions change, the rate of distributions
on the Common Shares and the Fund’s distribution policy could change. To the extent that the total return of the Fund’s overall
strategy exceeds the distribution rate for an extended period, the Fund may be in a position either to increase the distribution rate
or to distribute supplemental amounts to shareholders, or both. Conversely, if the total return of the Fund’s overall strategy is
less than the distribution rate for an extended period of time, the Fund will effectively be drawing upon its assets to meet payments
prescribed by its distribution policy. Similarly, for tax purposes such distributions by the Fund may consist in part of a return of capital
to holders of Common Shares (“Common Shareholders”). The exact tax characteristics of the Fund’s Common Share distributions
will not be known until after the Fund’s fiscal year-end. Common Shareholders should not confuse a return of capital distribution
with “dividend yield” or “total return.” At the same time that it pays a quarterly distribution, the Fund will
post on its website (www.nuveen.com/cef), and make available in written form to Common Shareholders a notice of the estimated sources
and tax characteristics of the Fund’s distributions (i.e., what percentage of the distributions is estimated to constitute ordinary
income, short-term capital gains, long-term capital gains, and/or a non-taxable return of capital) on a year-to-date basis, in compliance
with a federal securities law requirement that any fund paying a distribution from sources other than net investment income disclose to
shareholders the respective portion attributable to such other sources. These estimates may be based on certain assumptions about the
Fund’s expected investment returns and the realization of net gains, if any, over the remaining course of the year. These estimates
may, and likely will, vary over time based on the activities of the Fund and changes in the value of portfolio investments. The final
determination of the source and tax characteristics of all distributions will be made after December 31 in each year, and reported to
Common Shareholders on Form 1099-DIV early the following year.
As explained more fully below in “Tax Matters,” the Fund
intends to distribute to Common Shareholders any net capital gain (which is the excess of net long-term capital gain over net short-term
capital loss) for each taxable year through its managed distributions or, alternatively, to retain all or a portion of the year’s
net capital gain and pay U.S. federal income tax on the retained gain. Each Common Shareholder of record as of the end of the Fund’s
taxable year will include in income for U.S. federal income tax purposes, as long-term capital gain, his or her share of any retained
gain, will be deemed to have paid his or her proportionate share of the tax paid by the Fund on such retained gain, and will be entitled
to an income tax credit or refund for that share of the tax. The Fund may treat any retained capital gain amount as a substitute for equivalent
cash distributions. In addition, the Fund may make total Common Share distributions during a given calendar year in an amount that exceeds
the Fund’s net investment income and net realized long-term capital gains for that calendar year, in which case the excess will
generally be treated by Common Shareholders as return of capital for tax purposes. A return of capital reduces a shareholder’s tax
basis, which could result in more taxable gain when the shareholder sells his or her shares. This may cause the shareholder to pay taxes
even if he or she sells shares for less than the original price.
The Fund reserves the right to change its distribution policy and
the basis for establishing the rate of its quarterly Common Share distributions at any time upon notice to Common Shareholders, upon a
determination by the Fund’s Board that such change is in the best interests of the Fund and its Common Shareholders.
Custodian
and Transfer Agent |
State
Street Bank and Trust Company serves as the Fund’s custodian, and Computershare Inc. and Computershare Trust Company, N.A. serves
as the Fund’s transfer agent for the Common Shares. See “Custodian and Transfer Agent.” |
Risk
Factors |
Investment
in the Fund involves risk. The Fund is designed as a long-term investment and not as a trading vehicle. The Fund is not intended to be
a complete investment program. Please refer to the section of the Fund’s most recent annual report on Form N-CSR entitled “Shareholder
Update—Current Investment Objectives, Investment Policies and Principal Risks of the Funds—Principal Risks of the Funds,”
as such principal risks may be supplemented from time to time, which is incorporated by reference herein, for a discussion of the principal
risks you should consider before making an investment in the Fund. The specific risks applicable to a particular offering of Securities
will be set forth in the related prospectus supplement. |
Use
of Proceeds |
Unless
otherwise specified in a prospectus supplement, the Fund will use the net proceeds from any
offering of Securities, pursuant to this Prospectus,
to make investments in accordance with the Fund’s investment objective. See “Use
of Proceeds.”
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Federal
Income Tax |
[The Fund
has elected to be treated, and intends to qualify each year, as a regulated investment company (“RIC”) under Subchapter M of
the Internal Revenue Code of 1986, as amended (the “Code”). To qualify for the favorable U.S. federal income tax treatment
generally accorded to a RIC under Subchapter M of the Code the Fund must, among other requirements, derive in each taxable year at least
90% of its gross income from certain prescribed sources and satisfy a diversification test on a quarterly basis. If the Fund fails to
satisfy the qualifying income or diversification requirements in any taxable year, the Fund may be eligible for relief provisions if
the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy
the applicable requirements. Additionally, relief is provided for certain de minimis failures of the diversification requirements
where the Fund corrects the failure within a specified period. In order to be eligible for the relief provisions with respect to a failure
to meet the diversification requirements, the Fund may be required to dispose of certain assets. If these relief provisions were not
available to the Fund and it were to fail to qualify for treatment as a RIC for a taxable year, all of its taxable income (including
its net capital gain) would be subject to tax at the 21% regular corporate rate without any deduction for distributions to shareholders,
and such distributions would be taxable as ordinary dividends to the extent of the Fund’s current and accumulated earnings and profits.
To qualify to pay exempt-interest dividends, which are treated as items of interest excludable from gross income for federal income tax
purposes, at least 50% of the value of the total assets of the Fund must consist of obligations exempt from regular income tax as of
the close of each quarter of the Fund’s taxable year. If the proportion of taxable investments held by the Fund exceeds 50% of the
Fund’s total assets as of the close of any quarter of any Fund taxable year, the Fund will not for that taxable year satisfy the
general eligibility test that otherwise permits it to pay exempt-interest dividends. While the Fund may invest in municipal securities
the interest income from which is exempt from regular federal income tax, the Fund does not expect to satisfy the requirements to pay
exempt-interest dividends to shareholders. |
| |
See
“Fund Tax Risk,” as contained in the section of the Fund’s most recent annual
report on Form N-CSR entitled “Shareholder Update—Current Investment Objectives,
Investment Policies and Principal Risks of the Funds—Principal Risks of the Funds—Fund
Level and Other Risks,” and “Tax Matters.”] |
Governing
Law |
The Fund’s
Declaration of Trust (the “Declaration of Trust”) is governed by the laws of the Commonwealth of Massachusetts. |
SUMMARY
OF FUND EXPENSES
Please
refer to the section of the Fund’s most recent annual report on Form N-CSR entitled
“Shareholder Update—Current Investment Objectives, Investment Policies and Principal
Risks of the Funds—Additional Disclosures for Certain Funds as of the Fiscal Year Ended
December 31, 2023—Summary of Fund Expenses,” which is incorporated by reference
herein, for a discussion of fees and expenses of the Fund.
FINANCIAL
HIGHLIGHTS
The
Fund’s financial highlights for the fiscal years ended December 31, 2023, December 31, 2022, December 31, 2021, December 31, 2020
and December 31, 2019, are incorporated by reference from the Fund’s Annual
Report for the fiscal year ended December 31, 2023 (File No. 811-22003), as filed with the SEC on Form N-CSR on March 7,
2024. The financial highlights for each of these fiscal years have been derived from financial statements audited by [ ],
the Fund’s independent registered public accounting firm, for the last five fiscal years. The Fund’s financial highlights for
the fiscal years ended December 31, 2018, December 31, 2017, December 31, 2016, December 31, 2015, and December 31, 2014, are incorporated
by reference from the Fund’s Annual Report
for the fiscal year ended December 31, 2018 (File No. 811-22003), as filed with the SEC on Form N-CSR on March 1, 2019.
TRADING
AND NET ASSET VALUE INFORMATION
Please
refer to the section of the Fund’s most recent annual report on Form N-CSR entitled
“Shareholder Update—Current Investment Objectives, Investment Policies and Principal
Risks of the Funds—Additional Disclosures for Certain Funds as of the Fiscal Year Ended
December 31, 2023—Trading and Net Asset Value Information,” which is incorporated
by reference herein, for a discussion of the following information: (i) the high and
low sales prices for Common Shares reported as of the end of the day on the NYSE, (ii) the
high and low net asset values of Common Shares, and (iii) the high and low of the premium/(discount)
to net asset value (expressed as a percentage) of Common Shares.
The
net asset value per Common Share, the market price, and percentage of premium/(discount) to net asset value per Common Share on [____],
2024, was $[____], $[____] and ([____])%, respectively. As of April 30, 2024, the Fund had 16,095,014 Common Shares outstanding and net assets of
$224,126,589.
THE
FUND
The
Fund is a diversified, closed-end management investment company registered under the 1940
Act. The Fund was organized as a Massachusetts business trust on January 9, 2007, pursuant
to the Declaration of Trust, which is governed by the laws of the Commonwealth of Massachusetts.
The Fund’s Common Shares are listed on the NYSE under the symbol “JCE.” Preferred
Shares and/or Rights issued by the Fund may also be listed on a securities exchange.
The
following provides information about the Fund’s outstanding Common Shares and Preferred Shares as of April 30, 2024:
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Title
of Class |
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Amount
Authorized |
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Amount Held
by the Fund or
for
its Account |
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Amount
Outstanding |
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Common
Shares |
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Unlimited |
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0 |
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16,095,014 |
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USE
OF PROCEEDS
Unless
otherwise specified in a prospectus supplement, the net proceeds from any offering will be
invested in accordance with the Fund’s investment objective and policies as stated
below. Pending investment, the timing of which may vary depending on the size of the investment
but in no case is expected to exceed 30 days, it is anticipated that the proceeds will be
invested in short-term or long-term securities issued by the U.S. Government or its agencies
or instrumentalities or in high-quality, short-term money market instruments. See “Use
of Leverage.”
THE
FUND’S INVESTMENTS
Investment
Objective and Policies
Please
refer to the section of the Fund’s most recent annual report on Form N-CSR entitled
“Shareholder Update—Current Investment Objectives, Investment Policies and Principal
Risks of the Funds—Investment Objective” and “—Investment Policies,”
as such investment objective and investment policies may be supplemented from time to time,
which is incorporated by reference herein, for a discussion of the Fund’s investment
objective and policies.
Portfolio
Composition and Other Information
Please
refer to the section of the Fund’s most recent annual report on Form N-CSR entitled
“Shareholder Update—Current Investment Objectives, Investment Policies and Principal
Risks of the Funds—Investment Policies—Portfolio Contents,” as such portfolio
contents may be supplemented from time to time, which is incorporated by reference herein,
for a discussion of the investments principally included in the Fund’s portfolio. More
detailed information about the Fund’s portfolio investments are contained in the SAI
under “The Fund’s Investments.”
Portfolio
Turnover
The rebalancing technique employed by Nuveen Asset Management is likely to result
in a higher portfolio turnover rate and related expenses compared to a “buy and hold”
fund strategy. For the fiscal year ended December 31, 2023, the Fund’s portfolio turnover
rate was 105%. However, there are no limits on the Fund’s rate of portfolio turnover,
and investments may be sold without regard to length of time held when, in Nuveen Asset Management’s
opinion, investment considerations warrant such action. A higher portfolio turnover rate
would result in correspondingly greater brokerage commissions and other transactional expenses
that are borne by the Fund. Although these commissions and expenses are not reflected in
the Fund’s “Total Annual Expenses” disclosed in the Fund's most recent annual
report on Form N-CSR, they will be reflected in the Fund’s total return. In addition,
high portfolio turnover may result in the realization of net short-term capital gains by
the Fund which, when distributed to shareholders, will be taxable as ordinary income. See
“Tax Matters.”
Other
Policies
Certain
investment policies specifically identified in the SAI as such are considered fundamental and may not be changed without shareholder
approval. See “Investment Restrictions” in the SAI.
USE
OF LEVERAGE
As
a non-fundamental policy, the Fund will not leverage its capital structure by issuing senior
securities such as the issuance of preferred shares or debt instruments. The Fund may, however,
borrow up to 7.5% of its Managed Assets for cash management purposes. In addition, the Fund
may borrow for temporary or emergency purposes and may enter into certain derivatives transactions
that have the economic effect of leverage by creating additional investment exposure.
RISK
FACTORS
Risk
is inherent in all investing. Investing in any investment company security involves risk,
including the risk that you may receive little or no return on your investment or even that
you may lose part or all of your investment. Please refer to the section of the Fund’s
most recent annual report on Form N-CSR entitled “Shareholder Update—Current Investment
Objectives, Investment Policies and Principal Risks of the Funds—Principal Risks of
the Funds,” as such principal risks may be supplemented from time to time, which is
incorporated by reference herein, for a discussion of the principal risks you should consider
before making an investment in the Fund. The specific risks applicable to a particular offering
of Securities will be set forth in the related prospectus supplement.
MANAGEMENT
OF THE FUND
Trustees
and Officers
The
Board is responsible for the management of the Fund, including supervision of the duties
performed by Nuveen Fund Advisors and Nuveen Asset Management. The names and business addresses
of the trustees and officers of the Fund and their principal occupations and other affiliations
during the past five years are set forth under “Management of the Fund” in the
SAI.
Investment
Adviser, Sub-Adviser and Portfolio Managers
Investment
Adviser. Nuveen Fund Advisors, LLC, the Fund’s investment adviser, is responsible for overseeing the Fund’s
overall investment strategy and implementation. Nuveen Fund Advisors offers advisory and investment management services to a broad
range of investment company clients. Nuveen Fund Advisors has overall responsibility for management of the Fund, oversees the
management of the Fund’s portfolio, manages the Fund’s business affairs and provides certain clerical, bookkeeping and
other administrative services. Nuveen Fund Advisors is located at 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen Fund
Advisors is an indirect subsidiary of Nuveen, the investment management arm of TIAA. TIAA is a life insurance company founded in
1918 by the Carnegie Foundation for the Advancement of Teaching and is the companion organization of College Retirement Equities
Fund. As of March 31, 2024, Nuveen managed approximately $1.2 trillion in assets, of which approximately
$143.2 billion was managed by Nuveen Fund Advisors.
Sub-Adviser. Nuveen
Asset Management, LLC, 333 West Wacker Drive, Chicago, Illinois 60606, serves as the Fund’s sub-adviser pursuant to a sub-advisory
agreement between Nuveen Fund Advisors and Nuveen Asset Management (the “Sub-Advisory Agreement”). Nuveen Asset Management,
a registered investment adviser, is a wholly owned subsidiary of Nuveen Fund Advisors. Nuveen Asset Management oversees day-to-day investment
operations of the Fund. Pursuant to the Sub-Advisory Agreement, Nuveen Asset Management is compensated for the services it provides to
the Fund with a portion of the management fee Nuveen Fund Advisors receives from the Fund. Nuveen Fund Advisors and Nuveen Asset Management
retain the right to reallocate investment advisory responsibilities and fees between themselves in the future.
Portfolio
Managers. Nuveen Asset Management is responsible for the execution of specific investment
strategies and day-to-day investment operations of the Fund. Nuveen Asset Management manages
the Nuveen funds using a team of analysts and portfolio managers that focuses on a specific
group of funds. The day-to-day operation of the Fund and the execution of its specific investment
strategies is the primary responsibility of David A. Friar, Max A. Kozlov, CFA, and Pei Chen,
the designated portfolio managers of the Fund, who have served as portfolio managers of the Fund since [_____].
Max
Kozlov, CFA, is a portfolio manager for Nuveen’s quantitative equity team and has portfolio management responsibilities for
U.S. and international equity strategies. He entered the investment industry in 1999, and prior to joining the firm in 2014, Max held
positions at BlackRock, Inc., and McKinsey & Company.
Pei
Chen, Managing Director and Head of Equity Quantitative Strategies, manages U.S. small- and small/mid-cap equity strategies. She
joined the firm in 2004 and began working in the investment industry in 1990. Prior to joining the firm, she was a manager, special project
research at MSCI Barra, where she evaluated the Barra Integrated Model and various research projects.
David
Friar, Managing Director and Portfolio Manager for Nuveen’s multi-asset portfolio management team. He joined the team managing
the Equity, Mid-Cap and Small Cap Index Strategies in 2000 and became part of the enhanced equity index team in 2007. Additionally, he
is a member of the investment team responsible for several other quantitative products, including the Equity Option Overwrite Strategies.
He joined the firm in 1999 as a member of the performance measurement group. Before his role in portfolio management, he provided quantitative
analysis for equity portfolios and constructed quantitatively driven portfolios for institutional and taxable clients.
Additional
information about the Portfolio Managers’ compensation, other accounts managed by the Portfolio Managers and the Portfolio Managers’
ownership of securities in the Fund is provided in the SAI. The SAI is available free of charge by calling (800) 257-8787 or by visiting
the Fund’s website at www.nuveen.com. The information contained in, or that can be accessed through, the Fund’s website is
not part of this Prospectus or the SAI, except to the extent specifically incorporated by reference herein or in the SAI.
Investment
Management and Sub-Advisory Agreements
Investment
Management Agreement. Pursuant to an investment management agreement
between Nuveen Fund Advisors and the Fund (the “Investment Management Agreement”),
the Fund has agreed to pay an annual management fee for the services and facilities provided
by Nuveen Fund Advisors, payable on a monthly basis, based on the sum of a fund-level fee
and a complex-level fee, as described below.
Fund-Level
Fee. The annual fund-level fee for the Fund, payable monthly, is calculated according to the following schedule:
|
|
|
|
|
Average
Daily Managed Assets* |
|
Fund-Level
Fee Rate |
|
For
the first $500 million |
|
|
0.7500 |
% |
For
the next $500 million |
|
|
0.7250 |
% |
For
the next $500 million |
|
|
0.7000 |
% |
For
the next $500 million |
|
|
0.6750 |
% |
For
managed assets over $2 billion |
|
|
0.6500 |
% |
Complex-Level
Fee. The overall complex-level fee, payable monthly,
begins at a maximum rate of 0.1600% of the Fund’s average daily managed assets, with breakpoints for eligible complex-level assets above
$124.3 billion. Therefore, the maximum management fee rate for the Fund is the Fund-level fee plus 0.1600%. The current overall complex-level
fee schedule is as follows:
|
|
|
|
|
Complex-Level
Asset Breakpoint Level* |
|
Effective
Complex-Level
Fee Rate at
Breakpoint Level |
|
| For the first $124.3 billion |
|
|
0.1600 |
% |
| For the next $75.7 billion |
|
|
0.1350 |
% |
| For the next $200 billion |
|
|
0.1325 |
% |
| For eligible assets over $400 billion |
|
|
0.1300 |
% |
| * |
See “Investment Adviser,
Sub-Adviser and Portfolio Managers” in the SAI for more detailed information about the complex-level fee and eligible
complex-level assets. |
As
of May 13, 2024, the complex-level fee rate for the Fund was 0.1575%.
In
addition to the fee of Nuveen Fund Advisors, the Fund pays all other costs and expenses of
its operations, including compensation of its trustees (other than those affiliated with
Nuveen Fund Advisors and Nuveen Asset Management), custodian, transfer agency and dividend
disbursing expenses, legal fees, expenses of independent auditors, expenses of repurchasing
shares, expenses associated with any borrowings, expenses of preparing, printing and distributing
shareholder reports, notices, proxy statements and reports to governmental agencies, and
taxes, if any. All fees and expenses are accrued daily and deducted before payment of dividends
to investors.
A
discussion regarding the basis for the Board’s most recent approval of the Investment Management Agreement for the Fund may be found
in the Fund’s semi-annual report to shareholders dated June 30 of each year.
Sub-Advisory
Agreement. Pursuant to the Sub-Advisory Agreement, Nuveen Asset Management receives from Nuveen Fund Advisors
a management fee equal to 50.0000% of the net management fee paid by the Fund to Nuveen Fund Advisors. Nuveen Fund Advisors and Nuveen
Asset Management retain the right to reallocate investment advisory responsibilities and fees between themselves in the future.
A
discussion regarding the basis for the Board’s most recent approval of the Sub-Advisory Agreement may be found in the Fund’s
semi-annual report to shareholders dated June 30 of each year.
NET
ASSET VALUE
The
Fund’s NAV per Common Share is determined as of the close of trading (normally 4:00 p.m. Eastern time) on each day the NYSE
is open for business. NAV is calculated by taking the market value of the Fund’s total assets, less all liabilities, and dividing
by the total number of Common Shares outstanding. The result, rounded to the nearest cent, is the NAV per share.
Exchange-traded equity securities are generally
valued at the last sales price on the securities exchange on which such securities are primarily traded. Exchange-traded equity securities
traded on a securities exchange for which there are no transactions on a given day or securities not listed on a securities exchange are
valued at closing mid or bid prices. Securities reported on Nasdaq are valued at the Nasdaq Official Closing Price. Exchange-listed option
contracts are valued using the prices reported on the exchanges where such instruments are primarily traded as of 4:00 p.m. Eastern Time.
Investors should note that the listed options markets generally close at 4:15 p.m. Eastern Time. Changes in the value of the Fund’s
options portfolio after 4:00 p.m. generally would not be reflected in that day’s NAV. Exchange-traded futures contracts and options
on futures contracts are generally valued at the final settlement price or official closing price on the exchange on which such futures
contracts and options on futures contracts are primarily traded. Over-the-counter (“OTC”) derivatives, including OTC options,
are valued based on prices from a third-party evaluation service. Temporary investments in securities that have variable rate and demand
features qualifying them as short-term investments are valued at amortized cost, which approximates market value. Where a security is
traded on more than one exchange, the security is generally valued at the price on the exchange considered to be the primary exchange.
In the case of securities not traded on an exchange, or if exchange prices are not otherwise available, the prices are typically determined
by independent third-party pricing services that use a variety of techniques and methodologies.
The valuations for fixed-income securities and
certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices
or broker/dealer quotations or a variety of fair valuation techniques and methodologies. Short-term fixed-income securities that will
mature in 60 days or less are valued at amortized cost, unless it is determined that using this method would not reflect an investment’s
fair value. The valuations of certain fixed-income securities will generally be based on prices determined as of the earlier closing time
of the markets on which they primarily trade, unless a significant event has occurred.
If
a price cannot be obtained from a pricing service or other pre-approved source, or if the
Fund’s valuation designee deems such price to be unreliable, or if a significant event
occurs after the close of the local market but prior to the time at which the Fund’s
NAV is calculated, a portfolio instrument will be valued at its fair value as determined
in good faith by the Fund’s valuation designee. The Fund’s valuation designee may
determine that a price is unreliable in various circumstances. For example, a price may be
deemed unreliable if it has not changed for an identified period of time, or has changed
from the previous day’s price by more than a threshold amount, and recent transactions
and/or broker dealer price quotations differ materially from the price in question.
The
Board has designated Nuveen Fund Advisors as the Fund’s valuation designee pursuant
to Rule 2a-5 under the 1940 Act and delegated to Nuveen Fund Advisors the day-to-day responsibility
of making fair value determinations. All fair value determinations made by Nuveen Fund Advisors
are subject to review by the Board. As a general principle, the fair value of a portfolio
instrument is the amount that an owner might reasonably expect to receive upon the instrument’s
current sale. A range of factors and analysis may be considered when determining fair value,
including relevant market data, interest rates, credit considerations and/or issuer specific
news. However, fair valuation involves subjective judgments, and it is possible that the
fair value determined for a portfolio instrument may be materially different from the value
that could be realized upon the sale of that instrument.
DISTRIBUTIONS
The Fund will pay quarterly distributions stated in terms of a fixed
cents per Common Share that would be composed of net investment income and supplemental amounts generally representing realized capital
gains or, possibly, returns of capital representing unrealized capital gains. Quarterly distributions, including such supplemental amounts,
are sometimes referred to as “managed distributions.” The Fund’s managed distribution policy is pursuant to an exemptive
order issued by the SEC, which permits the Fund to distribute long-term capital gains to shareholders more frequently than once per year.
The Fund will seek to establish a Common Share distribution rate that roughly corresponds to Nuveen Fund Advisors’ projections of
the total return that could reasonably be expected to be generated by the Fund’s Common Shares over an extended period of time,
although the distribution rate will not be solely dependent on the amount of income earned or capital gains realized. Nuveen Fund Advisors,
in making such projections, may consider long-term historical returns and a variety of other factors. Distributions can only be made after
paying any interest and required principal payments on borrowings, if any, and any accrued dividends to preferred shareholders, if any.
If, for any quarterly distribution, net investment income and net
realized capital gains were less than the amount of the distribution, the difference would be distributed from the Fund’s assets.
In order to raise the cash for such distributions, the Fund expects to sell portfolio securities. Such portfolio sales may occur at a
time when independent investment judgment might not otherwise have dictated such action. The Fund’s final distribution for each
calendar year may include any remaining net investment income and net realized capital gains not distributed during the year.
The Fund’s actual financial performance will likely vary significantly
from month-to-month and from year-to-year, and there may be extended periods when the distribution rate will exceed the Fund’s actual
total returns. The Fund’s projected or actual distribution rate is not a prediction of what the Fund’s actual total returns
will be over any specific future period.
As portfolio and market conditions change, the rate of distributions
on the Common Shares and the Fund’s distribution policy could change. To the extent that the total return of the Fund’s overall
strategy exceeds the distribution rate for an extended period, the Fund may be in a position either to increase the distribution rate
or to distribute supplemental amounts to shareholders, or both. Conversely, if the total return of the Fund’s overall strategy is
less than the distribution rate for an extended period of time, the Fund will effectively be drawing upon its assets to meet payments
prescribed by its distribution policy. Similarly, for tax purposes such distributions by the Fund may consist in part of a return of capital
to Common Shareholders. The exact tax characteristics of the Fund’s Common Share distributions will not be known until after the
Fund’s fiscal year-end. Common Shareholders should not confuse a return of capital distribution with “dividend yield”
or “total return.” At the same time that it pays a quarterly distribution, the Fund will post on its website (www.nuveen.com/cef),
and make available in written form to Common Shareholders a notice of the estimated sources and tax characteristics of the Fund’s
distributions (i.e., what percentage of the distributions is estimated to constitute ordinary income, short-term capital gains, long-term
capital gains, and/or a non-taxable return of capital) on a year-to-date basis, in compliance with a federal securities law requirement
that any fund paying a distribution from sources other than net investment income disclose to shareholders the respective portion attributable
to such other sources. These estimates may be based on certain assumptions about the Fund’s expected investment returns and the
realization of net gains, if any, over the remaining course of the year. These estimates may, and likely will, vary over time based on
the activities of the Fund and changes in the value of portfolio investments. The final determination of the source and tax characteristics
of all distributions will be made after December 31 in each year, and reported to Common Shareholders on Form 1099- DIV early the following
year.
As explained more fully below in “Tax Matters,” the Fund
intends to distribute to Common Shareholders any net capital gain (which is the excess of net long-term capital gain over net short-term
capital loss) for each taxable year through its managed distributions or, alternatively, to retain all or a portion of the year’s
net capital gain and pay U.S. federal income tax on the retained gain. Each Common Shareholder of record as of the end of the Fund’s
taxable year will include in income for U.S. federal income tax purposes, as long-term capital gain, his or her share of any retained
gain, will be deemed to have paid his or her proportionate share of the tax paid by the Fund on such retained gain, and will be entitled
to an income tax credit or refund for that share of the tax. The Fund may treat any retained capital gain amount as a substitute for equivalent
cash distributions. In addition, the Fund may make total Common Share distributions during a given calendar year in an amount that exceeds
the Fund’s net investment income and net realized long-term capital gains for that calendar year, in which case the excess will
generally be treated by Common Shareholders as return of capital for tax purposes. A return of capital reduces a shareholder’s tax
basis, which could result in more taxable gain when the shareholder sells his or her shares. This may cause the shareholder to pay taxes
even if he or she sells shares for less than the original price.
The Fund reserves the right to change its distribution policy and
the basis for establishing the rate of its quarterly Common Share distributions at any time upon notice to Common Shareholders, upon a
determination by the Fund’s Board that such change is in the best interests of the Fund and its Common Shareholders.
DIVIDEND
REINVESTMENT PLAN
Please
refer to the section of the Fund’s most recent annual report on Form N-CSR entitled “Shareholder Update—Dividend Reinvestment
Plan,” which is incorporated by reference herein, for a discussion of the Fund’s dividend reinvestment plan.
PLAN
OF DISTRIBUTION
The
Fund may offer and sell Securities from time to time on an immediate, continuous or delayed basis, in one or more offerings under this
Prospectus and a related prospectus supplement, on terms to be determined at the time of the offering. The Fund may offer and sell such
Securities directly to one or more purchasers, to or through underwriters, through dealers or agents that the Fund designates from time
to time, or through a combination of these methods. Sales of Securities may be made in transactions that are deemed to be “at the
market” as defined in Rule 415 under the Securities Act of 1933, as amended (the “1933 Act”), including sales made directly
on the NYSE or sales made to or through a market maker other than on an exchange.
The
prospectus supplement relating to any offering of Securities will describe the terms of such offering, including, as applicable:
| |
• |
|
the
names of any agents, underwriters or dealers; |
| |
• |
|
any
sales loads, underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation; |
| |
• |
|
any
discounts, commissions, fees or concessions allowed or reallowed or paid to dealers or agents; |
| |
• |
|
the
public offering or purchase price of the offered Securities, the estimated net proceeds the Fund will receive from the sale and the use
of proceeds; and |
| |
• |
|
any
securities exchange on which the offered Securities may be listed. |
The
prospectus supplement relating to any Rights offering will set forth the number of Common Shares issuable upon the exercise of each Right
(or number of Rights) and the other terms of such Rights offering.
Direct
Sales
The
Fund may offer and sell Securities directly to, and solicit offers from, institutional investors or others who may be deemed to be underwriters
as defined in the 1933 Act for any resales of Securities. In this case, no underwriters or agents would be involved. The Fund may use
electronic media, including the Internet, to sell offered Securities directly. The Fund will describe the terms of any of those sales
in a prospectus supplement.
By
Agents
The
Fund may offer and sell Securities through an agent or agents designated by the Fund from
time to time. An agent may sell Securities it has purchased from the Fund as principal to
other dealers for resale to investors and other purchasers, and may reallow all or any portion
of the discount received in connection with the purchase from the Fund to the dealers. After
the initial offering of Securities, the offering price (in the case of Securities to be resold
at a fixed offering price), the concession and the discount may be changed.
By
Underwriters
If
any underwriters are involved in the offer and sale of Securities, such Securities will be
acquired by the underwriters and may be resold by them, either at a fixed public offering
price established at the time of offering or from time to time in one or more negotiated
transactions or otherwise, at prices related to prevailing market prices determined at the
time of sale. Unless otherwise set forth in the applicable prospectus supplement, the obligations
of the underwriters to purchase Securities will be subject to conditions precedent and the
underwriters will be obligated to purchase all Securities described in the prospectus supplement
if any are purchased. Any initial public offering price and any discounts or concessions
allowed or re-allowed or paid to underwriters may be changed from time to time.
In
connection with an offering of Common Shares, if a prospectus supplement so indicates, the
Fund may grant the underwriters an option to purchase additional Common Shares at the public
offering price, less the underwriting discounts and commissions, within 45 days from the
date of the prospectus supplement, to cover any overallotments.
By
Dealers
The
Fund may offer and sell Securities from time to time through one or more dealers who would
purchase the securities as principal. The dealers then may resell the offered Securities
to the public at fixed or varying prices to be determined by those dealers at the time of
resale. The Fund will set forth the names of the dealers and the terms of the transaction
in the prospectus supplement.
General
Any
underwriters, dealer or agent participating in an offering of Securities may be deemed to be an “underwriter,” as that term
is defined in the 1933 Act, of Securities so offered and sold, and any discounts and commission received by them, and any profit realized
by them on resale of the offered Securities for whom they act as agent, may be deemed to be underwriting discounts and commissions under
the 1933 Act.
Underwriters,
dealers and agents may be entitled, under agreements entered into with the Fund, to indemnification
by the Fund against some liabilities, including liabilities under the 1933 Act.
The
Fund may offer to sell Securities either at a fixed price or at prices that may vary, at market prices prevailing at the time of sale,
at prices related to prevailing market prices or at negotiated prices.
To
facilitate an offering of Common Shares in an underwritten transaction and in accordance with industry practice, the underwriters may
engage in transactions that stabilize, maintain, or otherwise affect the market price of
the Common Shares or any other Security. Those transactions may include overallotment, entering stabilizing bids, effecting syndicate
covering transactions, and reclaiming selling concessions allowed to an underwriter or a dealer.
| |
• |
|
An
overallotment in connection with an offering creates a short position in the Common Shares for the underwriter’s own account. |
| |
• |
|
An
underwriter may place a stabilizing bid to purchase the Common Shares for the purpose of pegging, fixing, or maintaining the price of
the Common Shares. |
| |
• |
|
Underwriters
may engage in syndicate covering transactions to cover overallotments or to stabilize the price of the Common Shares by bidding for,
and purchasing, the Common Shares or any other Securities in the open market in order to reduce a short position created in connection
with the offering. |
| |
• |
|
The
managing underwriter may impose a penalty bid on a syndicate member to reclaim a selling concession in connection with an offering when
the Common Shares originally sold by the syndicate member are purchased in syndicate covering transactions or otherwise. |
Any
of these activities may stabilize or maintain the market price of the Securities above independent
market levels. Underwriters are not required to engage in these activities and may end any
of these activities at any time.
In
connection with any Rights offering, the Fund may also enter into a standby underwriting
arrangement with one or more underwriters pursuant to which the underwriter(s) will purchase
Common Shares remaining unsubscribed for after the Rights offering.
Underwriters,
agents and dealers may engage in transactions with or perform services, including various investment banking and other services, for
the Fund and/or any of the Fund’s affiliates in the ordinary course of business.
The
maximum amount of compensation to be received by any Financial Industry Regulatory Authority
(“FINRA”) member or independent broker-dealer will not exceed the applicable FINRA
limit for the sale of any securities being offered pursuant to Rule 415 under the Securities
Act. We will not pay any compensation to any underwriter or agent in the form of warrants,
options, consulting or structuring fees or similar arrangements.
To
the extent permitted under the 1940 Act and the rules and regulations promulgated thereunder, the underwriters may from time to time
act as a broker or dealer and receive fees in connection with the execution of the Fund’s portfolio transactions after the underwriters
have ceased to be underwriters and, subject to certain restrictions, each may act as a broker while it is an underwriter.
A
prospectus and accompanying prospectus supplement in electronic form may be made available
on the websites maintained by underwriters. The underwriters may agree to allocate a number
of Securities for sale to their online brokerage account holders. Such allocations of Securities
for Internet distributions will be made on the same basis as other allocations. In addition,
Securities may be sold by the underwriters to securities dealers who resell Securities to
online brokerage account holders.
DESCRIPTION
OF SHARES
Common
Shares
The
Declaration of Trust authorizes the issuance of an unlimited number of Common Shares. The
Common Shares being offered have a par value of $0.01 per share and, subject to the rights
of holders of preferred shares, if issued, and borrowings, if incurred, have equal rights
to the payment of dividends and the distribution of assets upon liquidation of the Fund.
The Common Shares being offered will, when issued, be fully paid and, subject to matters
discussed in “Certain Provisions in the Declaration of Trust and By-laws,” non-assessable, and
will have no preemptive or conversion rights or rights to cumulative voting. The Fund has
no current intention of issuing preferred shares or incurring borrowings. However, if at
some future time the Fund issues preferred shares and/or incurs borrowings, the Common Shareholders
will not be entitled to receive any cash distributions from the Fund unless all accrued dividends
on preferred shares and interest on borrowings have been paid, and (i) unless asset
coverage (as defined in the 1940 Act) with respect to any borrowings would be at least 300%
after giving effect to the distributions and (ii) unless asset coverage (again, as defined
in the 1940 Act) with respect to preferred shares would be at least 200% after giving effect
to the distributions. See “—Preferred Shares” below.
The
Common Shares are listed on the NYSE and trade under the ticker symbol “JCE.” The
Fund intends to hold annual meetings of shareholders so long as the Common Shares are listed
on a national securities exchange and such meetings are required as a condition to such listing.
The Fund does not issue share certificates.
Unlike
open-end funds, closed-end funds like the Fund do not provide daily redemptions. Rather, if a shareholder determines to buy additional
Common Shares or sell shares already held, the shareholder may conveniently do so by trading on the exchange through a broker or otherwise.
Common shares of closed-end investment companies may frequently trade on an exchange at prices lower than NAV. Common shares of closed-end
investment companies like the Fund have during some periods traded at prices higher than NAV and have during other periods traded at
prices lower than NAV.
Because
the market value of the Common Shares may be influenced by such factors as distribution levels
(which are in turn affected by expenses), call protection, dividend stability, portfolio
credit quality, NAV, relative demand for and supply of such shares in the market, general
market and economic conditions, and other factors beyond the control of the Fund, the Fund
cannot assure you that Common Shares will trade at a price equal to or higher than NAV in
the future. The Common Shares are designed primarily for long-term investors, and investors
in the Common Shares should not view the Fund as a vehicle for trading purposes. See “Repurchase
of Fund Shares; Conversion to Open-End Fund.”
Preferred
Shares
As
a non-fundamental policy, the Fund will not leverage its capital structure by issuing senior securities such as preferred shares or debt
instruments. However, the Declaration authorizes the issuance of an unlimited number of preferred shares in one or more classes or series,
with rights as determined by the Board, by action of the Board without the approval of the Common Shareholders. The terms of any preferred
shares that may be issued by the Fund may be the same as, or different from, the terms described below, subject to applicable law and
the Declaration.
Distribution
Preference
Any
Preferred Shares would have complete priority over the Common Shares as to distribution of assets.
Liquidation
Preference
In
the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Fund, holders of Preferred Shares
would be entitled to receive a preferential liquidating distribution (expected to equal the original purchase price per share plus accumulated
and unpaid dividends thereon, whether or not earned or declared) before any distribution of assets is made to Common Shareholders. After
payment of the full amount of the liquidating distribution to which they are entitled, holders of Preferred Shares will not be entitled
to any further participation in any distribution of assets by the Fund. A consolidation or merger of the Fund with or into another entity
or a sale of all or substantially all of the assets of the Fund shall not be deemed to be a liquidation, dissolution or winding up of
the Fund.
Voting
Rights
In
connection with any issuance of Preferred Shares, the Fund must comply with Section 18(i) of the 1940 Act, which requires, among
other things, that Preferred Shares be voting shares and have equal voting rights with Common Shares. Except as otherwise indicated in
the SAI and except as otherwise required by applicable law, holders of Preferred Shares would vote together with Common Shareholders
as a single class.
In
connection with the election of the Fund’s trustees, holders of Preferred Shares, voting as a separate class, would be entitled
to elect two of the Fund’s trustees, and the remaining trustees would be elected by Common Shareholders and holders of Preferred
Shares, voting together as a single class. In addition, if at any time dividends on the Fund’s outstanding Preferred Shares would
be unpaid in an amount equal to two full years’ dividends thereon, the holders of all outstanding Preferred Shares, voting as a
separate class, would be entitled to elect a majority of the Fund’s trustees until all dividends in arrears have been paid or declared
and set apart for payment.
The
affirmative vote of the holders of a majority of the Fund’s outstanding Preferred Shares of any class or series, as the case may
be, voting as a separate class, would be required to, among other things, (1) take certain actions that would affect the preferences,
rights, or powers of such class or series or (2) authorize or issue any class or series ranking prior to the Preferred Shares. Except
as may otherwise be required by law, (1) the affirmative vote of the holders of at least two-thirds of the Fund’s Preferred
Shares outstanding at the time, voting as a separate class, would be required to approve any conversion of the Fund from a closed-end
to an open-end investment company and (2) the affirmative vote of the holders of at least two-thirds of the outstanding Preferred
Shares, voting as a separate class, would be required to approve any plan of reorganization (as such term is used in the 1940 Act) adversely
affecting such shares; provided however, that such separate class vote would be a majority vote if the action in question has previously
been approved, adopted or authorized by the affirmative vote of two-thirds of the total number of trustees fixed in accordance with the
Declaration of Trust or the By-laws. The affirmative vote of the holders of a majority of the outstanding Preferred Shares, voting as
a separate class, would be required to approve any action not described in the preceding sentence requiring a vote of security holders
under Section 13(a) of the 1940 Act including, among other things, changes in the Fund’s investment objective or changes
in the investment restrictions described as fundamental policies under “Investment Restrictions” in the SAI. The class or
series vote of holders of Preferred Shares described above would in each case be in addition to any separate vote of the requisite percentage
of Common Shares and Preferred Shares necessary to authorize the action in question.
The
foregoing voting provisions would not apply with respect to the Fund’s Preferred Shares if, at or prior to the time when a vote
was required, such shares would have been (1) redeemed or (2) called for redemption and sufficient funds would have been deposited
in trust to effect such redemption.
Redemption,
Purchase and Sale of Preferred Shares
The
terms of the Preferred Shares may provide that they are redeemable by the Fund at certain times, in whole or in part, at the original
purchase price per share plus accumulated dividends, that the Fund may tender for or purchase Preferred Shares and that the Fund may
subsequently resell any shares so tendered for or purchased. Any redemption or purchase of Preferred Shares by the Fund would reduce
the leverage applicable to Common Shares, while any resale of such shares by the Fund would increase such leverage.
RIGHTS
OFFERINGS
The
Fund may in the future, and at its discretion, choose to make offerings of Rights to its
shareholders to purchase Common Shares. Rights may be issued independently or together with
any other offered security and may or may not be transferable by the person purchasing or
receiving the rights. In connection with a Rights offering to shareholders, the Fund would
distribute certificates or other documentation evidencing the Rights and a prospectus supplement
to the Fund’s shareholders as of the record date that the Fund sets for determining
the shareholders eligible to receive Rights in such Rights offering. Any such future Rights
offering will be made in accordance with the 1940 Act and, to the extent such Rights are
transferable, will comply with applicable interpretations of the SEC or its staff, as such
interpretations may be modified in the future, which currently require that: (i) the Fund’s
Board make a good faith determination that such offering would result in a net benefit to
existing shareholders; (ii) the offering fully protects shareholders’ preemptive rights
and does not discriminate among shareholders (except for the possible effect of not offering
fractional rights); (iii) management uses its best efforts to ensure an adequate trading
market in the Rights for use by shareholders who do not exercise such Rights; and (iv) the
ratio of such transferable Rights offering does not exceed one new share for each three rights
held.
The
applicable prospectus supplement would describe the following terms of the Rights (to the
extent each is applicable) in respect of which this Prospectus is being delivered:
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the
period of time the offering would remain open; |
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the
underwriter or distributor, if any, of the Rights and any associated underwriting fees or discounts applicable to purchases of the Rights; |
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the
title of such Rights; |
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the
exercise price for such Rights (or method of calculation thereof); |
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the
number of such Rights issued in respect of each share; |
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the
number of Rights required to purchase a single share |
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the
extent to which such Rights are transferable and the market on which they may be traded if they are transferable; |
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if
such Rights are transferable, a discussion regarding the Board’s basis for determining that such offering would result in a net
benefit to existing shareholders; |
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if
applicable, a discussion of the material U.S. federal income tax considerations applicable to the issuance or exercise of such Rights; |
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the
date on which the right to exercise such Rights will commence, and the date on which such right will expire (subject to any extension); |
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the
extent to which such Rights include an over-subscription privilege with respect to unsubscribed securities and the terms of such over-subscription
privilege; |
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termination
rights the Fund may have in connection with such Rights offering; |
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the
expected trading market, if any, for such Rights; and |
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any
other terms of such Rights, including exercise, settlement and other procedures and limitations relating to the transfer and exercise
of such Rights. |
A
certain number of Rights would entitle the holder of the Right(s) to purchase for cash such
number of shares at such exercise price as in each case is set forth in, or be determinable
as set forth in, the prospectus supplement relating to the Rights offered thereby. Rights
would be exercisable at any time up to the close of business on the expiration date for such
Rights set forth in the prospectus supplement. After the close of business on the expiration
date, all unexercised Rights would become void. Upon expiration of the Rights offering and
the receipt
of payment and the Rights certificate or other appropriate documentation properly executed and completed and duly executed at the corporate
trust office of the Rights agent, or any other office indicated in the prospectus supplement, the Common Shares purchased as a result
of such exercise will be issued as soon as practicable. To the extent permissible under applicable law, the Fund may determine to offer
any unsubscribed offered securities directly to persons other than shareholders, to or through agents, underwriters or dealers or through
a combination of such methods, as set forth in the applicable prospectus supplement.
CERTAIN
PROVISIONS IN THE DECLARATION OF TRUST AND BY-LAWS
General.
The By-laws of the Fund provide that by becoming a shareholder of the Fund, each shareholder shall be deemed to have agreed to be bound
by the terms of the Declaration of Trust and By-laws. However, neither the Declaration of Trust nor the By-laws purport to require the
waiver of a shareholder’s rights under the federal securities laws.
Shareholder
and Trustee Liability. Under Massachusetts law, shareholders could, under certain circumstances,
be held personally liable for the Fund’s obligations. However, the Declaration of Trust
contains an express disclaimer of shareholder liability for the Fund’s debts or obligations
and requires that notice of such limited liability be given in each agreement, obligation
or instrument entered into or executed by the Fund or the trustees. The Declaration of Trust
further provides for indemnification out of the Fund’s assets and property for all loss
and expense of any shareholder held personally liable for the Fund’s obligations. Thus,
the risk of a shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund would be unable to meet its obligations. The Fund
believes that the likelihood of such circumstances is remote.
The
Declaration of Trust provides that the Fund’s obligations are not binding upon the Fund’s trustees individually, but only upon
the Fund’s assets and property, and that the trustees shall not be liable for errors of judgment or mistakes of fact or law. Nothing
in the Declaration of Trust, however, protects a trustee against any liability to which the trustee would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the trustee’s
office.
Anti-Takeover
Provisions. The Declaration of Trust and By-laws include provisions that could limit the ability of other entities or persons to
acquire control of the Fund or to convert the Fund to open-end status. The By-laws require the Board of Trustees be divided into three
classes with staggered terms. See “Management of the Fund” in the SAI. This provision of the By-laws could delay for up to
two years the replacement of a majority of the Board of Trustees. If Preferred Shares are issued, holders of Preferred Shares, voting
as a separate class, will be entitled to elect two of the Fund’s trustees. In addition, the Declaration of Trust requires a vote
by holders of at least two-thirds of the Common Shares and, if issued, Preferred Shares, voting together as a single class, except as
described below, to authorize (1) a conversion of the Fund from a closed-end to an open-end investment company, (2) a merger or consolidation
of the Fund, or a series or class of the Fund, with any corporation, association, trust or other organization or a reorganization of
the Fund, or a series or class of the Fund, (3) a sale, lease or transfer of all or substantially all of the Fund’s assets (other
than in the regular course of the Fund’s investment activities), (4) in certain circumstances, a termination of the Fund, or a series
or class of the Fund or (5) a removal of trustees by shareholders, and then only for cause, unless, with respect to (1) through (4),
such transaction has already been authorized by the affirmative vote of two-thirds of the total number of trustees fixed in accordance
with the Declaration of Trust or the By-laws, in which case the affirmative vote of the holders of at least a majority of the Fund’s
Common Shares and, if issued, Preferred Shares outstanding at the time, voting together as a single class, would be required; provided,
however, that where only a particular class or series is affected (or, in the case of removing a trustee, when the trustee has been elected
by only one class), only the required vote by the applicable class or series will be required. However, approval of shareholders would
not be required for any transaction, whether deemed a merger, consolidation, reorganization or otherwise whereby the Fund issues shares
in connection with the acquisition of assets (including those subject to liabilities) from any other
investment company or similar entity. In the case of the conversion of the Fund to an open-end investment company, or in the case of
any of the foregoing transactions constituting a plan of reorganization that adversely affects the holders of any outstanding Preferred
Shares, the action in question also would require the affirmative vote of the holders of at least two-thirds of the Preferred Shares
outstanding at the time, voting as a separate class, unless such transaction has already been authorized by the affirmative vote of
two-thirds of the total number of trustees fixed in accordance with the Declaration of Trust or the By-laws, in which case the affirmative
vote of the holders of at least a majority of the Fund’s Preferred Shares outstanding at the time would be required. None of the
foregoing provisions may be amended except by the vote of at least two-thirds of the Common Shares and preferred shares voting together
as a single class. The votes required to approve the conversion of the Fund from a closed-end to an open-end investment company or to
approve transactions constituting a plan of reorganization which adversely affects the holders of preferred shares are higher than those
required by the 1940 Act. The Board of Trustees believes that the provisions of the Declaration of Trust relating to such higher votes
are in the best interest of the Fund and its shareholders.
Procedural
Requirements on Derivative Actions, Exclusive Jurisdiction and Jury Trial Waiver. The
By-laws of the Fund contain certain provisions affecting potential shareholder claims against
the Fund, including procedural requirements for derivative actions, an exclusive forum provision,
and the waiver of shareholder rights to a jury trial. Massachusetts is considered a “universal
demand” state, meaning that under Massachusetts corporate law a shareholder must make
a demand on the company before bringing a derivative action (i.e., a lawsuit brought by a
shareholder on behalf of the company). The By-laws of the Fund provide detailed procedures
for the bringing of derivative actions by shareholders which are modeled on the substantive
provisions of the Massachusetts corporate law derivative demand statute. The procedures are
intended to permit legitimate inquiries and claims while avoiding the time, expense, distraction,
and other harm that can be caused to the Fund or its shareholders as a result of spurious
shareholder demands and derivative actions. Among other things, these procedures:
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provide
that before bringing a derivative action, a shareholder must make a written demand to the Fund; |
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establish
a 90-day review period, subject to extension in certain circumstances, for the Board of Trustees to evaluate the shareholder’s demand; |
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establish
a mechanism for the Board of Trustees to submit the question of whether to maintain a derivative action to a vote of shareholders; |
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provide
that if the Fund does not notify the requesting shareholder of the rejection of the demand within the applicable review period, the shareholder
may commence a derivative action; |
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establish
bases upon which a trustee will not be considered to be not independent for purposes of evaluating a derivative demand; and |
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provide
that if the trustees who are independent for purposes of considering a shareholder demand determine in good faith within the applicable
review period that the maintenance of a derivative action is not in the best interest of the Fund, the shareholder shall not be permitted
to maintain a derivative action unless the shareholder first sustains the burden of proof to the court that the decision of the trustees
not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Fund. |
These
procedures may be more restrictive than procedures for bringing derivative suits applicable to other investment companies.
The
By-laws also require that actions by shareholders against the Fund, except for actions under
the U.S. federal securities laws, be brought only in a certain federal court in Massachusetts,
or if not permitted to be brought in federal court, then in the Business Litigation Session
of the Massachusetts Superior Court in Suffolk County (the “Exclusive Jurisdictions”),
and that the right to jury trial be waived to the fullest extent permitted by law. Other
investment companies may not be subject to similar restrictions. The designation of Exclusive
Jurisdictions may make it more expensive for a shareholder to bring a suit than if the shareholder
were permitted to select another jurisdiction. Also, the designation of Exclusive Jurisdictions
and the waiver of jury trials limit a shareholder’s ability to litigate a claim in the
jurisdiction and in a manner that may be more favorable to the shareholder. It is possible
that a court may choose not to enforce these provisions of the Fund’s By-laws.
Preemptive
Rights. The Declaration of Trust provides that Common Shareholders shall have no right to acquire, purchase or subscribe for any
shares or investments of the Fund, other than such right, if any, as the Fund’s Board of Trustees in its discretion may determine.
As of the date of this Prospectus, no preemptive rights have been granted by the Board of Trustees.
Reference
should be made to the Declaration of Trust and By-laws on file with the SEC for the full text of these provisions.
REPURCHASE
OF FUND SHARES; CONVERSION TO OPEN-END FUND
The
Fund is a closed-end investment company and as such its shareholders will not have the right
to cause the Fund to redeem their shares. Instead, the Common Shares will trade in the open
market at a price that will be a function of several factors, including dividend levels (which
are in turn affected by expenses), NAV, call protection, dividend stability, portfolio credit
quality, relative demand for and supply of such shares in the market, general market and
economic conditions and other factors. Because shares of closed-end investment companies
may frequently trade at prices lower than NAV, the Fund’s Board has currently determined
that, at least annually, it will consider action that might be taken to reduce or eliminate
any material discount from NAV in respect of Common Shares, which may include the repurchase
of such shares in the open market or in private transactions, the making of a tender offer
for such shares at NAV, or the conversion of the Fund to an open-end investment company.
The Fund cannot assure you that its Board will decide to take any of these actions, or that
share repurchases or tender offers will actually reduce market discount.
If
the Fund converted to an open-end investment company, it would be required to redeem all preferred shares then outstanding (requiring
in turn that it liquidate a portion of its investment portfolio), and the Common Shares would no longer be listed on the NYSE or elsewhere
and it would likely have to significantly reduce any leverage it is then employing, which may require a repositioning of its investment
portfolio, which may in turn generate substantial transaction costs, which would be borne by Common Shareholders, and may adversely affect
Fund performance and Fund distributions. In contrast to a closed-end investment company, shareholders of an open-end investment company
may require the company to redeem their shares at any time (except in certain circumstances as authorized by the 1940 Act or the rules
thereunder) at their NAV, less any redemption charge that is in effect at the time of redemption. The Fund currently expects that any
such redemptions would be made in cash. The Fund may charge sales or redemption fees upon conversion to an open-end fund. In order to
avoid maintaining large cash positions or liquidating favorable investments to meet redemptions, open-end investment companies typically
engage in a continuous offering of their shares. Open-end investment companies are thus subject to periodic asset in-flows and out-flows
that can complicate portfolio management. The Board of Trustees may at any time propose conversion of the Fund to an open-end investment
company depending upon its judgment as to the advisability of such action in light of circumstances then prevailing. See the SAI under
“Certain Provisions in the Declaration of Trust and Bylaws” for a discussion of the voting requirements applicable to the
conversion of the Fund to an open-end investment company.
Before
deciding whether to take any action if the Common Shares trade below NAV, the Fund’s Board would consider all relevant factors,
including the extent and duration of the discount, the liquidity of the Fund’s portfolio, the impact of any action that might be
taken on the Fund or its shareholders, and market considerations. Based on these considerations, even if the Fund’s shares should
trade at a discount, the Board may determine that, in the interest of the Fund and its shareholders, no action should be taken.
TAX
MATTERS
[The following is a general summary of certain
U.S. federal income tax consequences that may be relevant to a Common Shareholder that acquires, holds and/or disposes of Common Shares
of the Fund. This discussion only addresses U.S. federal income tax consequences to U.S. shareholders who hold their Common Shares as
capital assets and does not address all of the U.S. federal income tax consequences that may be relevant to particular shareholders in
light of their individual circumstances. This discussion also does not address the tax consequences to Common Shareholders who are subject
to special rules, including, without limitation, shareholders with large positions in the Fund, financial institutions, insurance companies,
dealers in securities or foreign currencies, foreign holders, persons who hold their shares as or in a hedge against currency risk, a
constructive sale, or conversion transaction, holders who are subject to the federal alternative minimum tax, or tax-exempt or tax-deferred
plans, accounts, or entities. In addition, the discussion does not address any state, local, or foreign tax consequences. The discussion
reflects applicable tax laws of the United States as of the date of this Prospectus, which tax laws may be changed or subject to new interpretations
by the courts or the Internal Revenue Service (“IRS”) retroactively or prospectively. No attempt is made to present a detailed
explanation of all U.S. federal income tax concerns affecting the Fund and its shareholders, and the discussion set forth herein does
not constitute tax advice. Investors are urged to consult their own tax advisers to determine the specific tax consequences to
them of investing in the Fund, including the applicable federal, state, local and foreign tax consequences to them and the effect of possible
changes in tax laws.
The Fund has elected to be treated, and intends
to qualify each year as a RIC under Subchapter M of the Code. In order to qualify as a RIC, the Fund must satisfy certain requirements
regarding the sources of its income, the diversification of its assets and the distribution of its income. As a RIC, the Fund is not expected
to be subject to U.S. federal income tax on the income and gains it timely distributes to its shareholders.
The Fund invests primarily in equity securities.
The Fund may distribute to its shareholders amounts that are treated as long-term capital gain or ordinary income (which may include short-term
capital gains). These distributions may be subject to U.S. federal, state and local taxation, depending on a shareholder’s situation.
If so, they are taxable whether or not such distributions are reinvested. Net capital gain distributions (the excess of net long- term
capital gain over net short-term capital loss) are generally taxable at rates applicable to long-term capital gains regardless of how
long a shareholder has held its shares. Long-term capital gains are currently taxable to non-corporate shareholders at a maximum U.S.
federal income tax rate of 20%. In addition, certain individuals, estates and trusts are subject to a 3.8% Medicare tax on net investment
income, including net capital gains and other taxable dividends. Corporate shareholders are taxed on capital gain at the same 21% rate
applicable to ordinary income. The Fund expects that a portion of its distributions to shareholders from its investments may qualify for
the dividends-received deduction available to corporate shareholders and as “qualified dividend income” to non-corporate shareholders;
provided certain holding period and other requirements are satisfied. Distributions in excess of the Fund’s current and accumulated
earnings and profits will represent a return of capital for U.S. federal income tax purposes to the extent of the shareholder’s
basis in the shares and thus will generally not be taxable to the shareholder. To the extent such distributions exceed the shareholder’s
basis in the shares, they will be treated as gain from the sale of such shares and will be treated as capital gain (assuming the shares
are held as a capital asset).
In order for some portion of the dividends received
by a Fund shareholder to be qualified dividend income, the Fund must meet certain holding period and other requirements with respect to
some portion of the dividend-paying stocks in its portfolio and the shareholder must meet the same holding period and other requirements
with respect to the shareholder’s Fund shares. A dividend will not be treated as qualified dividend income (at either the Fund or
shareholder level) (i) if the dividend is received with respect to any share of stock held (or treated as held) for fewer than 61 days
during the 121-day period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect
to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (ii)
to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with
respect to positions in substantially similar or related property, (iii) if the recipient elects to have the dividend income treated as
investment income for purposes of the limitation on deductibility of investment interest, or (iv) if the dividend is received from a foreign
corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception
of dividends paid on stock of such a foreign corporation that is readily tradable on an established securities market in the United States)
or (b) treated as a passive foreign investment company.
In general, dividends of net investment income
received by corporate shareholders of the Fund will qualify for the 50% dividends-received deduction generally available to corporations
to the extent of the amount of eligible dividends received by the Fund from domestic corporations for the taxable year. A dividend received
by the Fund will not be treated as a qualifying dividend (i) if it has been received with respect to any share of stock that the Fund
has held (or is treated as holding) for less than 46 days (91 days in the case of certain preferred stock) during the 91-day period beginning
on the date which is 45 days before the date on which such share becomes ex-dividend with respect to such dividend (during the 181-day
period beginning 90 days before such date in the case of certain preferred stock) or (ii) to the extent that the Fund is under an obligation
(pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property.
Moreover, the dividends-received deduction may be disallowed or reduced (i) if a corporate shareholder fails to satisfy the foregoing
requirements with respect to its shares of the Fund or (ii) by application of various provisions of the Code (for instance, the dividends-received
deduction is reduced in the case of a dividend received on debt-financed portfolio stock (generally, stock acquired with borrowed funds)).
For purposes of determining the holding period for stock on which a dividend is received, such holding period is reduced for any period
the recipient has an option to sell, is under a contractual obligation to sell or has made (and not closed) a short sale of substantially
identical stock or securities, and in certain other circumstances.
As a RIC, the Fund will not be subject to U.S.
federal income tax in any taxable year provided that it meets certain distribution requirements. The Fund may retain for investment some
(or all) of its net capital gain. If the Fund retains any net capital gain or investment company taxable income, it will be subject to
tax at the regular corporate rate on the amount retained. If the Fund retains any net capital gain, it may designate the retained amount
as undistributed capital gains in a notice to its shareholders who, if subject to U.S. federal income tax on long- term capital gains,
(i) will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their share of such undistributed
amount; (ii) will be entitled to credit their proportionate shares of the U.S. federal income tax paid by the Fund on such undistributed
amount against their U.S. federal income tax liabilities, if any; and (iii) may claim refunds to the extent the credit exceeds such liabilities.
For U.S. federal income tax purposes, the basis of shares owned by a shareholder of the Fund will be increased by an amount equal to the
difference between the amount of undistributed capital gains included in the shareholder’s gross income and the tax deemed paid
by the shareholder under clause (ii) of the preceding sentence.
Distributions declared by the Fund to shareholders
of record in October, November or December and paid during the following January will be treated as having been paid by the Fund and received
by shareholders in the year the distributions were declared.
Amounts not distributed on a timely basis in accordance
with a calendar year distribution requirement are subject to a nondeductible 4% federal excise tax. To prevent imposition of the excise
tax, the Fund must distribute during each calendar year an amount at least equal to the sum of (i) 98% of its ordinary income (not taking
into account any capital gains or losses) for the calendar year, (ii) 98.2% of its capital gains in excess of its capital losses (adjusted
for certain ordinary losses) for the one-year period ending December 31 of the calendar year, and (iii) any ordinary taxable income and
capital gains for previous years that were not distributed during those years and on which the Fund paid no U.S. federal income tax. To
prevent application of the excise tax, the Fund intends to make distributions in accordance with the calendar year distribution requirement.
Each shareholder will receive an annual statement
summarizing the shareholder’s distributions.
The Fund’s investments may be subject to
special provisions of the Code that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses
or deductions, (ii) convert lower taxed long-term capital gains into higher taxed short-term capital gains or ordinary income, (iii) convert
an ordinary loss or a deduction into a capital loss, (iv) cause the Fund to recognize income or gain without a corresponding receipt of
cash, (v) adversely alter the characterization of certain Fund investments or distributions, and/or (vi) affect the Fund’s ability
to qualify as a RIC.
The redemption or sale of shares normally will
result in capital gain or loss to shareholders who hold their shares as capital assets. Generally, a shareholder’s gain or loss
will be long-term capital gain or loss if the shares have been held for more than one year. The gain or loss on shares held for one year
or less will generally be treated as short-term capital gain or loss. Present law taxes both long-term and short-term capital gains of
corporations at the same rates applicable to ordinary income. For non-corporate taxpayers, however, long-term capital gains are currently
taxed at a maximum U.S. federal income tax rate of 20%, while short-term capital gains and other ordinary income are currently taxed at
ordinary income rates. An additional 3.8% Medicare tax may also apply to certain individual, estate or trust shareholders’ capital
gain from the sale or other disposition of their shares. Any loss on the sale or disposition of shares held for six months or less will
be treated as a long-term capital loss to the extent of any net capital gain distributions received by the shareholder on such shares.
Any loss realized on a sale of shares of the Fund will be disallowed to the extent those shares of the Fund are replaced by other substantially
identical shares of the Fund or other substantially identical stock or securities (including through reinvestment of dividends) within
a period of 61 days beginning 30 days before and ending 30 days after the date of disposition of the original shares. In that event, the
basis of the replacement shares will be adjusted to reflect the disallowed loss. The deductibility of capital losses is subject to limitations.
As of December 31, 2023, the Fund’s tax year end, the Fund had no unused capital loss carryforwards available for federal income
tax purposes to be applied against future capital gains, if any.
The Fund may be required to withhold U.S. federal
income tax at a rate of 24% from all distributions and redemption proceeds payable to a shareholder if the shareholder fails to provide
the Fund with his, her or its correct taxpayer identification number or to make required certifications, or if the shareholder has been
notified by the IRS (or the IRS notifies the Fund) that he, she or it is subject to backup withholding. Backup withholding is not an additional
tax; rather, it is a way in which the IRS ensures it will collect taxes otherwise due. Any amounts withheld may be credited against a
shareholder’s U.S. federal income tax liability.]
CUSTODIAN
AND TRANSFER AGENT
The
custodian of the assets of the Fund is State Street Bank and Trust Company, One Congress Street, Suite 1, Boston, Massachusetts
02114-2016 (the “Custodian”). The Custodian performs custodial, fund accounting and portfolio accounting services. The Fund’s
transfer, shareholder services and dividend paying agent with respect to the Fund’s Common Shares is Computershare Inc. and Computershare
Trust Company, N.A., located at 150 Royall Street, Canton, Massachusetts 02021. The transfer agent, tender and dividend paying agent,
will be identified in the applicable prospectus supplement.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
[ ],
an independent registered public accounting firm, provides auditing services to the Fund. The principal business address of [ ]
is [ ].
LEGAL
MATTERS
Certain
legal matters in connection with the offering will be passed upon for the Fund by Stradley Ronon Stevens & Young, LLP, located at
2005 Market Street, Suite 2600, Philadelphia, Pennsylvania. Stradley Ronon Stevens & Young, LLP may rely as to certain matters of
Massachusetts law on the opinion of [ ].
Any additional legal opinions will be described in a prospectus supplement.
AVAILABLE
INFORMATION
The
Fund is subject to the informational requirements of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) and the 1940 Act and is required to file reports,
proxy statements and other information with the SEC. Reports, proxy statements, and other
information about the Fund can be inspected at the offices of the NYSE.
This
Prospectus does not contain all of the information in the Fund’s Registration Statement,
including amendments, exhibits, and schedules. Statements in this Prospectus about the contents
of any contract or other document are not necessarily complete and, in each instance, reference
is made to the copy of the contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by this reference.
Additional
information about the Fund and the Securities can be found in the Fund’s Registration
Statement (including amendments, exhibits, and schedules) on Form N-2 filed with the SEC.
The SEC maintains a website (http://www.sec.gov) that contains the Fund’s Registration
Statement, other documents incorporated by reference, and other information the Fund has
filed electronically with the SEC, including proxy statements and reports filed under the
Exchange Act.
INCORPORATION
BY REFERENCE
The
documents listed below, and any reports and other documents subsequently filed with the SEC
pursuant to Section 30(b)(2) of the 1940 Act and Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act prior to the termination of the offering will be incorporated by reference
into this Prospectus and deemed to be part of this Prospectus from the date of the filing
of such reports and documents:
| |
• |
|
The
Fund’s SAI, dated May [ ], 2024; |
| |
• |
|
The
Fund’s annual report
on Form N-CSR for the fiscal year ended December 31, 2023; and |
| |
• |
|
The
Fund's annual report on Form N-CSR for the fiscal year ended December 31, 2018. |
| |
• |
|
The
description of the Common Shares contained in the Fund’s Registration Statement on Form 8-A (File No. 001-33324) filed with the SEC on February 20, 2007, including any amendment or report filed
for the purpose of updating such description prior to the termination of the offering registered hereby. |
The
information incorporated by reference is considered to be part of this Prospectus, and later
information that the Fund files with the SEC will automatically update and supersede this
information. Incorporated materials not delivered with the Prospectus may be obtained, without
charge, by calling (800) 257-8787, by writing to the Fund at 333 West Wacker Drive, Chicago,
Illinois 60606, or from the Fund’s website (http://www.nuveen.com).
[ ]
The
information in this Statement of Additional Information is not complete and may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is effective. This Statement of Additional Information is not
an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale
is not permitted.
SUBJECT
TO COMPLETION, DATED May 17, 2024
NUVEEN
CORE EQUITY ALPHA FUND
333
West Wacker Drive
Chicago,
Illinois 60606
STATEMENT
OF ADDITIONAL INFORMATION
May [ ],
2024
Nuveen
Core Equity Alpha Fund (the “Fund”) is a diversified, closed-end management investment company registered under the Investment
Company Act of 1940, as amended (the “1940 Act”). The Fund was organized as a Massachusetts business trust on January 9, 2007.
This
Statement of Additional Information (the “SAI”) relating to the common shares (“Common Shares”) of the Fund does
not constitute a prospectus, but should be read in conjunction with the Fund’s prospectus relating thereto dated May [
], 2024 (the “Prospectus”) and any related prospectus supplement. This SAI does not include all information that a prospective
investor should consider before purchasing such shares. Investors should obtain and read the Prospectus prior to purchasing Common Shares.
In addition, the Fund’s financial statements and the independent registered public accounting firm’s report therein included
in the Fund’s annual report
dated December 31, 2023, are incorporated herein by reference. A copy of the Prospectus may be obtained without charge by calling (800) 257-8787.
You may also obtain a copy of the Prospectus on the U.S. Securities and Exchange Commission’s (the “SEC”) web site (http://www.sec.gov).
Capitalized terms used but not defined in this SAI have the meanings ascribed to them in the Prospectus.
TABLE
OF CONTENTS
USE
OF PROCEEDS
Unless
otherwise specified in a prospectus supplement, the net proceeds from the issuance of Common Shares hereunder will be invested in accordance
with the Fund’s investment objective and policies as stated below. Pending investment, the timing of which may vary depending on
the size of the investment but in no case is expected to exceed 30 days, it is anticipated that the proceeds will be invested in short-term
or long-term securities issued by the U.S. Government and its agencies or instrumentalities or in high quality, short-term money market
instruments.
INVESTMENT
OBJECTIVE AND POLICIES
Please
refer to the section of the Fund’s most recent annual report on Form N-CSR entitled “Shareholder Update—Current Investment
Objectives, Investment Policies and Principal Risks of the Funds—Investment Objective” and “—Investment Policies,”
as such investment objective and investment policies may be supplemented from time to time, which is incorporated by reference herein,
for a discussion of the Fund’s investment objective and policies.
INVESTMENT
RESTRICTIONS
Except
as described below, the Fund, as a fundamental policy, may not, without the approval of the holders of a majority of the outstanding
Common Shares and, if applicable, preferred shares voting together as a single class, and of the holders of a majority of the outstanding
preferred shares voting as a separate class, if applicable:
(1)
Issue senior securities, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), other than (i) preferred
shares that immediately after issuance will have asset coverage of at least 200%, (ii) indebtedness that immediately after issuance will
have asset coverage of at least 300% or (iii) the borrowings permitted by investment restriction (2) set forth below;
(2)
Borrow money, except as permitted by the 1940 Act and exemptive orders granted under the 1940 Act;
(3)
Act as underwriter of another issuer’s securities, except to the extent that the Fund may be deemed to be an underwriter within
the meaning of the Securities Act of 1933, as amended (the “1933 Act”), in connection with the purchase and sale of portfolio
securities or acting as an agent or one of a group of co-agents in originating adjustable rate senior loans;
(4)
Invest more than 25% of its total assets in securities of issuers in any one industry, provided, however, that such limitation shall
not apply to obligations issued or guaranteed by the U.S. Government or by its agencies or instrumentalities, and provided further that
for purposes of this limitation, the term “issuer” shall not include a lender selling a participation to the Fund together
with any other person interpositioned between such lender and the Fund with respect to a participation;
(5)
Purchase or sell real estate, except that this shall not prevent the Fund from investing in securities of companies that deal in real
estate or are engaged in the real estate business, including real estate investment trusts, and securities secured by real estate or
interests therein and the Fund may hold and sell real estate or mortgages on real estate acquired through default, liquidation or other
distributions of an interest in real estate as a result of the Fund’s ownership of such securities;
(6)
Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments except that this shall
not prevent the Fund from purchasing or selling options, futures contracts or derivative instruments or from investing in securities
or other instruments backed by physical commodities;
(7)
Make loans, except as permitted by the 1940 Act and exemptive orders granted under the 1940 Act; and
(8)
With respect to 75% of the value of the Fund’s total assets, purchase any securities (other than obligations issued or guaranteed
by the U.S. Government or by its agencies or instrumentalities), if, as a result, more than 5% of the Fund’s total assets would
then be invested in securities of a single issuer or if, as a result, the Fund would hold more than 10% of the outstanding voting securities
of any single issuer.
For
purposes of the foregoing, “majority of the outstanding,” when used with respect to particular shares of the Fund, means
(i) 67% or more of the shares present at a meeting, if the holders of more than 50% of the shares are present or represented by proxy,
or (ii) more than 50% of the shares, whichever is less.
Notwithstanding
the limitation set forth in subparagraph (4) above, both the institution selling the loan and the ultimate borrower would be considered
“issuers” for purposes of this concentration policy unless the participation shifts to the Fund the direct debtor-creditor
relationship with the borrower.
For
the purpose of applying the limitation set forth in subparagraph (8) above, a governmental issuer shall be deemed the single issuer
of a security when its assets and revenues are separate from other governmental entities and its securities are backed only by its assets
and revenues. Similarly, in the case of a non-governmental issuer, if the security is backed only by the assets and revenues
of the non-governmental issuer, then such non-governmental issuer would be deemed to be the single issuer. Where
a security is also backed by the enforceable obligation of a superior or unrelated governmental or other entity (other than a bond insurer),
it shall also be included in the computation of securities owned that are issued by such governmental or other entity. Where a security
is guaranteed by a governmental entity or some other facility, such as a bank guarantee or letter of credit, such a guarantee or letter
of credit would be considered a separate security and would be treated as an issue of such government, other entity or bank.
Under
the 1940 Act, the Fund may invest only up to 10% of its total assets in the aggregate in shares of other investment companies and only
up to 5% of its total assets in any one investment company, provided the investment does not represent more than 3% of the voting stock
of the acquired investment company at the time such shares are purchased. As a stockholder in any investment company, the Fund will bear
its ratable share of that investment company’s expenses, and will remain subject to payment of the Fund’s management, advisory
and administrative fees with respect to assets so invested. Holders of Common Shares (“Common Shareholders”) would therefore
be subject to duplicative expenses to the extent the Fund invests in other investment companies. In addition, the securities of other
investment companies may be leveraged and therefore will be subject to the same leverage risks described herein. The Fund will consider
the investments of underlying investment companies when determining compliance with Rule 35d-1 under the 1940 Act and when
determining compliance with its own concentration policy, in each case to the extent the Fund has sufficient information about such investments
after making a reasonable effort to obtain current information about the investments of underlying companies.
In
addition to the foregoing fundamental investment policies, the Fund is also subject to the following non-fundamental restrictions
and policies, which may be changed by the Fund’s Board of Trustees (the “Board”). The Fund may not:
(1)
sell securities short, except that the Fund may make short sales of securities if, at all times when a short position is open, the Fund
owns at least an equal amount of such securities or securities convertible into or exchangeable for, without payment of any further consideration,
securities of the same issuer as, and equal in amount to, the securities sold short, and provided that transactions in options, futures
contracts, options on futures contracts, or other derivative instruments are not deemed to constitute selling securities short.
(2)
purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act or any
exemptive relief obtained thereunder.
(3)
purchase securities of companies for the purpose of exercising control.
The
restrictions and other limitations set forth above will apply only at the time of purchase of securities and will not be considered violated
unless an excess or deficiency occurs or exists immediately after and as a result of an acquisition of securities.
Although
the Fund has no current intention to issue preferred shares or incur borrowings, the Fund may be subject to certain restrictions imposed
by either guidelines of one or more nationally recognized statistical rating organizations (“NRSROs”) that may issue ratings
for preferred shares, if any, commercial paper or notes, or, if the Fund borrows from a lender, by the lender. These guidelines may impose
asset coverage or portfolio composition requirements that are more stringent than those imposed on the Fund by the 1940 Act. If these
restrictions were to apply, it is not anticipated that these covenants or guidelines would impede Nuveen Fund Advisors, LLC (“Nuveen
Fund Advisors” or the “Adviser”) or Nuveen Asset Management, LLC (“Nuveen Asset Management” or the “Sub-Adviser”),
as applicable, from managing the Fund’s portfolio in accordance with the Fund’s investment objective and policies.
THE
FUND’S INVESTMENTS
The
Fund’s portfolio will be composed principally of the following investments. The Fund invests in a portfolio of actively managed
large capitalization U.S. common stocks, using Nuveen Asset Management’s proprietary quantitative process designed to provide the
potential for long-term outperformance (the “Equity Portfolio”). Additionally, the Fund seeks to reduce the volatility of
its returns relative to the returns of the Equity Portfolio over extended periods by writing (selling) index call options and/or call
options on custom baskets of securities (the “Options Strategy”).
Common
Stocks
Common
stock generally represents an equity ownership interest in an issuer. Although common stocks have historically generated higher average
total returns than fixed-income securities over the long term, common stocks also have experienced significantly more volatility in those
returns and may under-perform relative to fixed-income securities during certain periods. An adverse event, such as an unfavorable earnings
report, may depress the value of a particular common stock held by the Fund. Also, prices of common stocks are sensitive to general movements
in the stock market and a drop in the stock market may depress the price of common stocks to which the Fund has exposure. Common stock
prices fluctuate for several reasons including changes in investors’ perceptions of the financial condition of an issuer or the
general condition of the relevant stock market, or the occurrence of political or economic events which effect the issuers. In addition,
common stock prices may be particularly sensitive to rising interest rates, which increases borrowing costs and the costs of capital.
Call
Options
The
Fund implements the Option Strategy by writing (selling) index call options and call options on custom baskets of securities.
An
option contract is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a call)
or sell to (in the case of a put) the writer of the option the reference instrument underlying the option (or the cash value of the index)
at a specified exercise price at any time during the term of the option. The writer of an option on a security has the obligation upon
exercise of the option to deliver the reference instrument (or the cash) upon payment of the exercise price or to pay the exercise price
upon delivery of the reference instrument (or the cash). Upon exercise of an index option, the writer of an option on an index is obligated
to pay the difference between the cash value of the index and the exercise price multiplied by the specified multiplier for the index
option. Options may be “covered,” meaning that the party required to deliver the reference instrument if the option is exercised
owns that instrument (or has set aside sufficient assets to meet its obligation to deliver the instrument). Options may be listed
on an exchange or traded in the over-the-counter (“OTC”) market. In general, exchange-traded options have standardized
exercise prices and expiration dates and may require the parties to post margin against their obligations, and the performance of the
parties’ obligations in connection with such options is guaranteed by the exchange or a related clearing corporation. OTC options
have more flexible terms negotiated between the buyer and the seller, but generally are subject to counterparty risk. The ability
of the Fund to transact business with any one or any number of counterparties, the lack of any independent evaluation of the counterparties
or their financial capabilities, and the absence of a regulated market to facilitate settlement, may increase the potential for losses
to the Fund. OTC options also involve greater liquidity risk. This risk may be increased in times of financial stress, if the
trading market for OTC derivative contracts becomes limited. The staff of the SEC takes the position that certain purchased OTC options,
and assets used as cover for certain written OTC options, are illiquid.
The
Fund writes index call options on broad-based indices and may, if Nuveen Asset Management deems conditions appropriate, write call options
on a variety of other equity market indices. As the seller of an index call option, the Fund receives a premium from the purchaser. The
purchaser of the index call option has the right to any appreciation in the value of the index over the exercise price upon the exercise
of the call option or the expiration date. If, at expiration, the purchaser exercises the index option sold by the Fund, the Fund will
pay the purchaser the difference between the cash value of the index and the exercise price of the index option. The premium, the exercise
price and the market value of the index determine the gain or loss realized by the Fund as the seller of the index call option.
The
Fund may also write call options on custom baskets of securities. A custom basket call option is an OTC option with a counterparty whose
value is linked to the market value of a portfolio of underlying securities and is collateralized by a portion of the Fund’s Equity
Portfolio. In order to minimize the difference between the returns of the underlying securities in the custom basket (commonly referred
to as a tracking error), Nuveen Asset Management will use optimization calculations when selecting the individual securities for inclusion
in the custom basket.
As
the seller of a call option, the Fund creates the potential for a liability to the extent the asset(s) underlying the option appreciates
to a level above the strike price.
Illiquid
Securities
The
Fund may invest in municipal securities and other instruments that, at the time of investment, are illiquid (i.e., securities
that are not readily marketable). For this purpose, illiquid securities may include, but are not limited to, restricted securities (securities
the disposition of which is restricted under the federal securities laws), securities that may only be resold pursuant to Rule 144A under
the Securities Act, that are deemed to be illiquid, and certain repurchase agreements. Inverse floating rate securities or the residual
interest certificates of tender option bond trusts are not considered illiquid securities. The Board or its delegate has the ultimate
authority to determine which securities are liquid or illiquid. The Board has delegated to Nuveen Asset Management the day-to-day determination
of the illiquidity of any security held by the Fund, although it has retained oversight and ultimate responsibility for such determinations.
Currently, no definitive liquidity criteria are used. Each Board has directed Nuveen Asset Management, when making liquidity determinations,
to consider such factors as (i) the nature of the market for a security (including the institutional private resale market; the
frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security; the amount of time normally
needed to dispose of the security; and the method of soliciting offers and the mechanics of transfer), (ii) the terms of certain securities
or other instruments allowing for the disposition to a third party or the issuer thereof (e.g., certain repurchase obligations and demand
instruments), and (iii) other relevant factors.
The
assets used to cover OTC derivatives held by the Fund will be considered illiquid until the OTC derivatives are sold to qualified dealers
who agree that the Fund may repurchase them at a maximum price to be calculated by a formula set forth in an agreement. The “cover”
for an OTC derivative subject to this procedure would be considered illiquid only to the extent that the maximum repurchase price under
the formula exceeds the intrinsic value of the derivative.
Restricted
securities may be sold only in privately negotiated transactions or in a public offering
with respect to which a registration statement is in effect under the Securities Act. Where
registration is required, the Fund may be obligated to pay all or part of the registration
expenses and a considerable period may elapse between the time of the decision to sell and
the time the Fund may be permitted to sell a security under an effective registration statement.
If, during such a period, adverse market conditions were to develop, the Fund might obtain
a less favorable price than that which prevailed when it decided to sell. Illiquid securities
will be priced at a fair value as determined in good faith by the Board or its delegatee.
If, through the appreciation of illiquid securities or the depreciation of liquid securities,
the Fund should be in a position where more than 50% of the value of its Managed Assets is
invested in illiquid securities, including restricted securities that are not readily marketable,
the Fund will take such steps as are deemed advisable by Nuveen Asset Management, if any,
to protect liquidity.
Short-Term
Investments
Short-Term
Taxable Fixed Income Securities. For temporary defensive purposes or to keep cash on hand fully invested,
the Fund may invest up to 100% of its Managed Assets in cash equivalents and short-term taxable fixed-income securities. Short-term taxable
fixed income investments are defined to include, without limitation, the following:
(1)
U.S. Government securities, including bills, notes and bonds differing as to maturity and rates of interest that are either issued or
guaranteed by the U.S. Treasury or by U.S. Government agencies or instrumentalities. U.S. Government agency securities include securities
issued by (a) the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business
Administration, and the Government National Mortgage Association, whose securities are supported by the full faith and credit of the
United States; (b) the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the Tennessee Valley Authority, whose securities
are supported by the right of the agency to borrow from the U.S. Treasury; (c) the Federal National Mortgage Association, whose
securities are supported by the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality;
and (d) the Student Loan Marketing Association, whose securities are supported only by its credit. While the U.S. Government provides
financial support to such U.S. Government-sponsored agencies or instrumentalities, no assurance can be given that it always will do so
since it is not so obligated by law. The U.S. Government, its agencies and instrumentalities do not guarantee the market value of their
securities. Consequently, the value of such securities may fluctuate.
(2)
Certificates of deposit issued against funds deposited in a bank or a savings and loan association.
Such certificates are for a definite period of time, earn a specified rate of return, and
are normally negotiable. The issuer of a certificate of deposit agrees to pay the amount
deposited plus interest to the bearer of the certificate on the date specified thereon. Under
current Federal Deposit Insurance Company regulations, the maximum insurance payable as to
any one certificate of deposit is $250,000; therefore, certificates of deposit purchased
by the Fund may not be fully insured.
(3)
Repurchase agreements, which involve purchases of debt securities. At the time the Fund purchases securities pursuant to a repurchase
agreement, it simultaneously agrees to resell and redeliver such securities to the seller, who also simultaneously agrees to buy back
the securities at a fixed price and time. This assures a predetermined yield for the Fund during its holding period, since the resale
price is always greater than the purchase price and reflects an agreed-upon market rate. Such actions afford an opportunity for the Fund
to invest
temporarily
available cash. The Fund may enter into repurchase agreements only with respect to obligations of the U.S. Government, its agencies
or instrumentalities; certificates of deposit; or bankers’ acceptances in which the Fund may invest. Repurchase agreements may
be considered loans to the seller, collateralized by the underlying securities. The risk to the Fund is limited to the ability of the
seller to pay the agreed-upon sum on the repurchase date; in the event of default, the repurchase agreement provides that the Fund is
entitled to sell the underlying collateral. If the value of the collateral declines after the agreement is entered into, and if the
seller defaults under a repurchase agreement when the value of the underlying collateral is less than the repurchase price, the Fund
could incur a loss of both principal and interest. Nuveen Fund Advisors, monitors the value of the collateral at the time the action
is entered into and at all times during the term of the repurchase agreement. Nuveen Fund Advisors does so in an effort to determine
that the value of the collateral always equals or exceeds the agreed-upon repurchase price to be paid to the Fund. If the seller were
to be subject to a federal bankruptcy proceeding, the ability of the Fund to liquidate the collateral could be delayed or impaired because
of certain provisions of the bankruptcy laws.
(4)
Commercial paper, which consists of short-term unsecured promissory notes, including variable rate master demand notes issued by corporations
to finance their current operations. Master demand notes are direct lending arrangements between the Fund and a corporation. There is
no secondary market for such notes. However, they are redeemable by the Fund at any time. Nuveen Fund Advisors will consider the financial
condition of the corporation (e.g., earning power, cash flow, and other liquidity measures) and will continuously monitor the corporation’s
ability to meet all of its financial obligations, because the Fund’s liquidity might be impaired if the corporation were unable
to pay principal and interest on demand. Investments in commercial paper will be limited to commercial paper rated in the highest categories
by a major rating agency and which mature within one year of the date of purchase or carry a variable or floating rate of interest.
Preferred
Stocks
Preferred
stocks with predominantly equity investment characteristics, like common stocks, represent an equity ownership in an issuer. Generally,
preferred stocks have a priority of claim over common stocks in dividend payments and upon liquidation of the issuer. Unlike common stocks,
preferred stocks do not usually have voting rights. Preferred stocks in some instances are convertible into common stock. Although they
are equity securities, preferred stocks have certain characteristics of both debt securities and common stocks. They are debt-like in
that their promised income is contractually fixed. They are common stock-like in that they do not have rights to precipitate bankruptcy
proceedings or collection activities in the event of missed payments. Furthermore, they have many of the key characteristics of equity
due to their subordinated position in an issuer’s capital structure and because their quality and value are heavily dependent on
the profitability of the issuer rather than on any legal claims to specific assets or cash flows.
In
order to be payable, dividends on preferred stock must be declared by the issuer’s board of directors or trustees. In addition,
distributions on preferred stock may be subject to deferral and thus may not be automatically payable. Income payments on some preferred
stocks are cumulative, causing dividends and distributions to accrue even if not declared by the board of directors or trustees or otherwise
made payable. Other preferred stocks are non-cumulative, meaning that skipped dividends and distributions do not continue to
accrue. There is no assurance that dividends on preferred stocks in which the Fund invests will be declared or otherwise made payable.
The Fund may invest in non-cumulative preferred stock, although Nuveen Asset Management would consider, among other factors,
their non-cumulative nature in making any decision to purchase or sell such securities.
Shares
of preferred stock have a liquidation value that generally equals their original purchase price at the date of issuance. The market values
of preferred stocks may be affected by favorable and unfavorable changes impacting the issuers’ industries or sectors. They also
may be affected by actual and anticipated changes or ambiguities in the tax status of the security and by actual and anticipated changes
or ambiguities in tax laws, such as changes in corporate and individual income tax rates or the characterization of dividends as tax-advantaged.
Because
the claim on an issuer’s earnings represented by preferred stock may become disproportionately large when interest rates fall below
the rate payable on the stock or for other reasons, the issuer may redeem preferred stock, generally after an initial period of call
protection in which the stock is not redeemable. Thus, in declining interest rate environments in particular, the Fund’s holdings
of higher dividend-paying preferred stocks may be reduced and the Fund may be unable to acquire securities paying comparable rates with
the redemption proceeds.
Preferred
stocks that have predominantly fixed-income characteristics are typically issued by corporations or by an affiliated business trust of
a corporation. The market for these preferred stocks consists of both fixed and adjustable coupon rate securities that are either perpetual
in nature or have stated maturity dates. These preferred stocks are typically junior and fully subordinated liabilities of an issuer
or the beneficiary of a guarantee that is junior and fully subordinated to the other liabilities of the guarantor. In addition, these
types of preferred stocks typically permit an issuer to defer the payment of income for eighteen months or more without triggering an
event of default. Generally, the deferral period is five years or more. In certain instances, a final maturity date may be extended and/or
the final payment of principal may be deferred at the issuer’s option for a specified time without any adverse consequence to the
issuer. No redemption can typically take place unless all cumulative payment obligations have been met, although issuers may be able
to engage in open-market repurchases without regard to any cumulative dividends payable.
Convertible
Securities
Convertible
securities are bonds, debentures, notes, preferred securities or other securities that may be converted or exchanged (by the holder or
the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio or predetermined
price (the “conversion price”). Convertible securities have general characteristics similar to both debt securities and common
stocks. The interest paid on convertible securities may be fixed or floating rate. Although to a lesser extent than with debt securities,
the market value of convertible securities tends to decline as interest rates increase and, conversely, tends to increase as interest
rates decline. In addition, because of the conversion feature, the market value of convertible securities tends to vary with fluctuations
in the market value of the underlying common stocks and, therefore, will also react to the variations in the general market for common
stocks. Depending upon the relationship of the conversion price to the market value of the underlying common stock, a convertible security
may trade more like a common stock than a debt instrument.
Warrants
A
warrant is a certificate that gives the holder of the warrant the right to buy, at a specified time or specified times, from the issuer
of the warrant, the common stock of the issuer at a specified price.
Depositary
Receipts—ADRs, EDRs, and GDRs
The
Fund may purchase depositary receipts such as American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”)
and Global Depositary Receipts (“GDRs”). ADRs, EDRs and GDRs are certificates evidencing ownership of shares of foreign issuers
and are alternatives to purchasing directly the underlying foreign securities in their national markets and currencies.
Real
Estate Investment Trusts (REITs)
REITs
are companies that own and manage real estate, including apartment buildings, offices, shopping centers, industrial buildings and hotels.
By investing in REITs, the Fund may gain exposure to the real estate market with greater liquidity and diversification than through direct
ownership of property, which can be costly and require ongoing management and maintenance, and which can be difficult to convert into
cash when needed.
Corporate
Bonds
Corporate
bonds generally are used by corporations to borrow money from investors. The issuer pays the investor a fixed or variable rate of interest
and normally must repay the amount borrowed on or before maturity. Certain bonds are “perpetual” in that they have no maturity
date.
Swaptions
The
Fund may enter into swaptions in order to enhance the Fund’s total return or for hedging purposes. A swaption is an OTC traded
option that gives the seller the right, but not the obligation, to enter into an interest rate swap at a set rate on an agreed upon future
date. Although the typical swaption is an option on an interest rate swap, a swaption could be an option on any type of swap. In return
for this flexibility, the purchaser of the swaption pays a premium determined by taking into account the duration of the option period,
the term and strike rate of the swap and the volatility of interest rates. If interest rates fall, the purchaser of the swaption will
let the swaption expire and transact an interest rate swap at the prevailing market rate. Nuveen Asset Management believes that swaptions
confer all the benefits of an interest rate swap as well as being a useful tool where there is uncertainty of outcome. There are three
styles of swaptions: American, in which the holder is allowed to enter the swap on any day that falls within a range of two dates; Bermudian,
in which the holder is allowed to enter the swap on a sequence of dates; and European, in which the holder is allowed to enter the swap
on one specified date.
When-Issued
and Delayed-Delivery Transactions
The
Fund may buy and sell municipal securities on a when-issued or delayed delivery basis, making payment or taking delivery at a later date,
normally within 15 to 45 days of the trade date. On such transactions, the payment obligation and the interest rate are fixed at the
time the buyer enters into the commitment. Income generated by any such assets which provide taxable income for federal income tax purposes
is includable in the taxable income of the Fund and, to the extent distributed, will be taxable to shareholders. The Fund may enter into
contracts to purchase municipal securities on a forward basis (i.e., where settlement will occur more than 60 days from the date of the
transaction) only to the extent that the Fund specifically collateralizes such obligations with a security that is expected to be called
or mature within 60 days before or after the settlement date of the forward transaction. The commitment to purchase securities on a when-issued,
delayed delivery or forward basis may involve an element of risk because no interest accrues on the bonds prior to settlement and, at
the time of delivery, the market value may be less than cost.
Derivatives
and Hedging Strategies
The
Fund may invest in certain derivative instruments in addition to the Fund’s use of call options described above. Such instruments
include options, futures contracts, index futures and total return swaps. In addition, the Fund may invest in other types of derivative
instruments that are currently non-principal investments, including forward contracts, interest rate swaps, caps, collars and floors,
credit default swaps, and swap options. Credit default swaps may require initial premium (discount) payments as well as periodic payments
(receipts) related to the interest leg of the swap or to the default of a reference obligation. If the Fund is a seller of a contract,
the Fund would be required to pay the par (or other agreed upon) value of a referenced debt obligation to the counterparty in the event
of a default or other credit event by the reference issuer, such as a U.S. or foreign corporate issuer, with respect to such debt obligations.
In return, the Fund would receive from the counterparty a periodic stream of payments over the term of the contract provided that no
event of default has occurred. If no default occurs, the Fund would keep the stream of payments and would have no payment obligations.
As the seller, the Fund would be subject to investment exposure on the notional amount of the swap. If the Fund is a buyer of a contract,
the Fund would have the right to deliver a referenced debt obligation and receive the par (or other agreed-upon) value of such debt obligation
from the counterparty in the event of a default or other credit event (such as a credit downgrade) by the reference issuer, such as a
U.S. or foreign corporation, with respect to its debt obligations. In return, the Fund would pay the counterparty a periodic stream of
payments over the term of the contract provided that no event of default has occurred. If no default occurs, the counterparty would keep
the stream of payments and would have no further obligations to the Fund. Interest rate swaps involve the exchange by the Fund with a
counterparty of their respective commitments to pay or receive interest, such as an exchange of fixed-rate payments for floating rate
payments. The Fund will usually enter into interest rate swaps on a net basis; that is, the two payment streams will be netted out in
a cash settlement on the payment date or dates specified in the instrument, with the Fund receiving or paying, as the case may be, only
the net amount of the two payments.
A
“derivative” is a financial contract whose value is based on (or “derived” from) a traditional security (such as
a stock or a bond), an asset (such as a commodity like gold), or a market index (such as the S&P National Bond Fund Index). Some
forms of derivatives may trade on exchanges, while non-standardized derivatives, which tend to be more specialized and complex, trade
in “over-the-counter” (“OTC”) or a one-on-one basis. It may be desirable and possible in various market environments
to partially hedge the portfolio against fluctuations in market value due to market interest rate or credit quality fluctuations, or
instead to gain a desired investment exposure, by entering into various types of derivative transactions, including financial futures
and index futures as well as related put and call options on such instruments, structured notes, or interest rate swaps on taxable or
tax-exempt securities or indexes (which may be “forward-starting”), credit default swaps, and options on interest rate swaps,
among others.
These
transactions present certain risks. In particular, the imperfect correlation between price movements in the
futures contract and price movements in the securities being hedged creates the possibility that losses on the
hedge by the Fund may be greater than gains in the value of the securities in the Fund’s portfolio. In
addition, futures and options markets may not be liquid in all circumstances. As a result, in volatile markets,
the Fund may not be able to close out the transaction without incurring losses substantially greater than the
initial deposit. Finally, the potential deposit requirements in futures contracts create an ongoing greater
potential financial risk than do options transactions, where the exposure is limited to the cost of the initial
premium. Losses due to hedging transactions will reduce yield. The Fund will invest in these instruments only
in markets believed by the Adviser and/or the Sub-Adviser to be active and sufficiently liquid. Net gains, if
any, from hedging and other portfolio transactions will be distributed as taxable distributions to shareholders.
Successful implementation of most hedging strategies will generate taxable income.
Both
parties entering into an index or financial futures contract are required to post an initial deposit, typically equal to from 1% to 5%
of the total contract price. Typically, option holders enter into offsetting closing transactions to enable settlement in cash rather
than take delivery of the position in the future of the underlying security. Interest rate swap and credit default swap transactions
are typically entered on a net basis, meaning that the two payment streams are netted out with the Fund receiving or paying, as the case
may be, only the net amount of the two payments. The Fund will sell only covered futures contracts.
There
is no assurance that these derivative strategies will be available at any time or that the
Adviser and/or the Sub-Adviser will determine to use them for the Fund or, if used, that
the strategies will be successful.
Options
on Securities. The Fund may purchase put and call options on stock, bonds or other securities to hedge against
adverse market shifts.
As
a holder of a put option, the Fund will have the right to sell the securities underlying the option and as the holder of a call option,
the Fund will have the right to purchase the securities underlying the option, in each case at their exercise price at any time during
the option period prior to the option’s expiration date. The Fund may choose to exercise the options it holds, permit them to expire
or terminate them prior to their expiration by entering into closing sale or purchase transactions. In entering into a closing sale or
purchase transaction, the Fund would sell an option of the same series as the one it has purchased. The ability of the Fund to enter
into a closing sale transaction with respect to options purchased and to enter into a closing purchase transaction with respect to options
sold depends on the existence of a liquid secondary market.
In
purchasing a put option, the Fund will seek to benefit from a decline in the market price of the underlying security, while in purchasing
a call option, the Fund will seek to benefit from an increase in the market price of the underlying security. If an option purchased
is not sold or exercised when it has remaining value, or if the market price of the underlying security remains equal to or greater than
the exercise price, in the case of a put, or remains equal to or below the exercise price, in the case of a call, during the life of
the option, the option will expire worthless. For the purchase of an option to be profitable, the market price of the underlying security
must decline sufficiently below the exercise price, in the case of a put, and must increase sufficiently above the exercise price, in
the case of a call, to cover the premium and transaction costs. Because option premiums paid by the Fund are small in relation to the
market value of the instruments underlying the options, purchasing options can result in amounts of leverage to the Fund. The leverage
caused by trading in options could cause the Fund’s NAV to be subject to more frequent and wider fluctuation than would be the
case if the Fund did not invest in options.
The
Fund will receive a premium when it writes put and call options, which increases the Fund’s return on the underlying security in
the event the option expires unexercised or is closed out at a profit. By writing a call, the Fund will limit its opportunity to profit
from an increase in the market value of the underlying security above the exercise price of the option for as long as the Fund’s
obligation as the seller of the option continues. Upon the exercise of a put option written by the Fund, the Fund may suffer an economic
loss equal to the difference between the price at which the Fund is required to purchase the underlying security and its market value
at the time of the option exercise, less the premium received for writing the option. Upon the exercise of a call option written by the
Fund, the Fund may suffer an economic loss equal to an amount not less than the excess of the security’s market value at the time
of the option exercise over the Fund’s acquisition cost of the security, less the sum of the premium received for writing the option
and the difference, if any, between the call price paid to the Fund and the Fund’s acquisition cost of the security. Thus, in some
periods the Fund might receive less total return and in other periods greater total return from its hedged positions than it would have
received from its underlying securities unhedged.
Options
on Stock and Bond Indexes. The Fund may purchase put and call options on stock indexes and bond indexes to
hedge against risks of market-wide price movements affecting its assets. In addition, the Fund may write covered put and call options
on stock and bond indexes. The advisability of using stock or bond index options to hedge against the risk of market-wide movements will
depend on the extent of diversification of the Fund’s investments and the sensitivity of its investments to factors influencing
the underlying index. The effectiveness of purchasing or writing stock or bond index options as a hedging technique will depend upon
the extent to which price movements in the Fund’s investments correlate with price movements in the stock or bond index selected.
In addition, successful use by the Fund of options on stock or bond indexes will be subject to the ability of the adviser to predict
correctly changes in the relationship of the underlying index to the Fund’s portfolio holdings. No assurance can be given that
Nuveen Asset Management’s judgment in this respect will be correct.
Stock
and Bond Index Futures Contracts. The Fund may purchase and sell stock or bond index futures as a hedge against
movements in the equity or bond markets. Stock and bond index futures contracts are agreements in which one party agrees to deliver to
the other an amount of cash equal to a specific dollar amount times the difference between the value of a specific stock or bond index
at the close of the last trading day of the contract and the price at which the agreement is made. No physical delivery of securities
is made.
For
example, if Nuveen Asset Management expects general stock or bond market prices to decline, they might sell a futures contract on a particular
stock or bond index. If that index does in fact decline, the value of some or all of the securities in the Fund’s portfolio may
also be expected to decline, but that decrease would be offset in part by the increase in the value of the Fund’s position in such
futures contract. If, on the other hand, Nuveen Asset Management expects general stock or bond market prices to rise, they might purchase
a stock or bond index futures contract as a hedge against an increase in prices of particular securities they want ultimately to purchase.
If in fact the stock or bond index does rise, the price of the particular securities intended to be purchased may also increase, but
that increase would be offset in part by the increase in the value of the Fund’s futures contract resulting from the increase in
the index. The Fund may purchase futures contracts on a stock or bond index to enable Nuveen Asset Management to gain immediate exposure
to the underlying securities market pending the investment in individual securities of the Fund’s portfolio.
Parties
to a futures contract must make “initial margin” deposits to secure performance of the contract. There are also requirements
to make “variation margin” deposits from time to time as the value of the futures contract fluctuates.
The
potential loss related to the purchase of an option on a futures contract is limited to the premium paid for the option (plus transaction
costs).
With
respect to options purchased by the Fund, there are no daily cash payments made by the Fund to reflect changes in the value of the underlying
contract; however, the value of the option does change daily and that change would be reflected in the NAV of the Fund.
Other
Futures Contracts and Options on Futures Contracts. The Fund’s use of derivative instruments also may
include (i) U.S. Treasury security or U.S. Government Agency security futures contracts and (ii) options on U.S. Treasury security or
U.S. Government Agency security futures contracts. All such futures contracts and options thereon must be traded and listed on an exchange.
U.S. Treasury and U.S. Government Agency futures contracts are standardized contracts for the future delivery of a U.S. Treasury Bond
or U.S. Treasury Note or a U.S. Government Agency security or their equivalent at a future date at a price set at the time of the contract.
An option on a U.S. Treasury or U.S. Government Agency futures contract, as contrasted with the direct investment in such a contract,
gives the purchaser of the option the right, in return for the premium paid, to assume a position in a U.S. Treasury or U.S. Government
Agency futures contract at a specified exercise price at any time on or before the expiration date of the option. Upon exercise of an
option, the delivery of the futures position by the seller of the option to the holder of the option will be accompanied by delivery
of the accumulated balance in the seller’s future margin account, which represents the amount by which the market price of the
futures contract exceeds the exercise price of the option on the futures contract.
Risks
Associated with Futures Contracts and Options on Futures Contracts. Futures prices are affected by many factors,
such as current and anticipated short-term interest rates, changes in volatility of the underlying instrument and the time remaining
until expiration of the contract. A purchase or sale of a futures contract may result in losses in excess of the amount invested in the
futures contract. While the Fund may enter into futures contracts and options on futures contracts for hedging purposes, the use of futures
contracts and options on futures contracts might result in a poorer overall performance for the Fund than if it had not engaged in any
such transactions. If, for example, the Fund had insufficient cash, it might have to sell a portion of its underlying portfolio of securities
in order to meet daily variation margin requirements on its futures contracts or options on futures contracts at a time when it might
be disadvantageous to do so. There may be an imperfect correlation between the Fund’s portfolio holdings and futures contracts
or options on futures contracts entered into by the Fund, which may prevent the Fund from achieving the intended hedge or expose the
Fund to risk of loss. The degree of imperfection of correlation depends on circumstances such as: variations in speculative market demand
for futures, futures options and the related securities, including technical influences in futures and futures options trading and differences
between the securities markets and the securities underlying the standard contracts available for trading. Futures prices are affected
by many factors, such as current and anticipated short-term interest rates, changes in volatility of the underlying instrument and the
time remaining until the expiration of the contract. Further, the Fund’s use of futures contracts and options on futures contracts
to reduce risk involves costs and will be subject to Nuveen Asset Management’s ability to predict correctly changes in interest
rate relationships or other factors. A decision as to whether, when and how to use futures contracts involves the exercise of skill and
judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected stock price
or interest rate trends. No assurance can be given that Nuveen Asset Management’s judgment in this respect will be correct.
The
Fund’s futures transactions will ordinarily be entered into for traditional hedging purposes. There is, however, no limit on the
amount of the Fund’s assets that can be put at risk through the use of futures contracts and options thereon and the value of the
Fund’s futures contracts and options thereon may equal or exceed 100% of the value of the Fund’s total assets.
Futures
exchanges may limit the amount of fluctuation permitted in certain futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement
price at the end of the current trading session. Once the daily limit has been reached in a futures contract subject to the limit, no
more trades may be made on that day at a price beyond that limit. The daily limit governs only price movements during a particular trading
day and therefore does not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For
example, futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby
preventing prompt liquidation of positions and subjecting some holders of futures contracts to substantial losses. Stock index futures
contracts are not normally subject to such daily price change limitations.
The
Fund may invest in other options. An option is an instrument that gives the holder of the instrument the right,
but not the obligation, to purchase or sell a predetermined number of specific securities (i.e., preferred stocks, common stocks or bonds)
at a stated price within the expiration period of the instrument, which is generally less than 12 months from its issuance. If the right
is not exercised after a specified period but prior to the expiration, the option expires. Both put and call options may be used by the
Fund.
The
Fund may purchase and sell various other kinds of financial futures contracts and options thereon. Futures contracts may be based on
various debt securities and securities indexes. Such transactions involve a risk of loss or depreciation due to unanticipated adverse
changes in securities prices, which may exceed the Fund’s initial investment in these contracts. The Fund will only purchase or
sell futures contracts or related options in compliance with the rules of the CFTC. These transactions involve transaction costs. There
can be no assurance that the Fund’s use of futures will be advantageous to the Fund.
Interest
Rate Swaps, Caps, Collars and Floors. Interest rate swaps are bilateral contracts in which each party agrees
to make periodic payments to the other party based on different referenced interest rates (e.g., a fixed rate and a floating rate) applied
to a specified notional amount. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index
falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such
interest rate floor. The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index rises above a
predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate
cap. Interest rate collars involve selling a cap and purchasing a floor or vice versa to protect the Fund against interest rate movements
exceeding given minimum or maximum levels.
The
use of interest rate transactions, such as interest rate swaps and caps, is a highly specialized activity that involves investment techniques
and risks different from those associated with ordinary portfolio security transactions. Depending on the state of interest rates in
general, the Fund’s use of interest rate swaps or caps could enhance or harm the overall performance of the Common Shares. To the
extent there is a decline in interest rates, the value of the interest rate swap or cap could decline, and could result in a decline
in the net asset value (“NAV”) of Common Shares. In addition, if the counterparty to an interest rate swap defaults, the Fund
would not be able to use the anticipated net receipts under the swap to offset the interest payments on borrowings or the dividend payments
on any outstanding preferred shares. Depending on whether the Fund would be entitled to receive net payments from the counterparty on
the swap, which in turn would depend on the general state of short-term interest rates at that point in time, such a default could negatively
impact the performance of Common Shares. In addition, at the time an interest rate swap transaction reaches its scheduled termination
date, there is a risk that the Fund would not be able to obtain a replacement transaction or that the terms of the replacement would
not be as favorable as on the expiring transaction. If this occurs, it could have a negative impact on the performance of Common Shares.
The Fund could be required to prepay the principal amount of any borrowings. Such redemption or prepayment would likely result in the
Fund seeking to terminate early all or a portion of any swap transaction. Early termination of a swap could result in a termination payment
by or to the Fund.
Total
Return Swaps. In a total return swap, one party agrees to pay the other the “total return” of a defined underlying asset
during a specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other
underlying assets. A total return swap may be applied to any underlying asset but is most commonly used with equity indices, single stocks,
bonds and defined baskets of loans and mortgages. The Fund might enter into a total return swap involving an underlying index or basket
of securities to create exposure to a potentially widely-diversified range of securities in a single trade. An index total return swap
can be used by the Adviser and/or the Sub-Adviser to assume risk, without the complications of buying the component securities from what
may not always be the most liquid of markets.
Credit
Default Swaps. A credit default swap is a bilateral contract that
enables an investor to buy or sell protection against a defined-issuer credit event. The
Fund may enter into credit default swap agreements either as a buyer or a seller. The Fund
may buy protection to attempt to mitigate the risk of default or credit quality deterioration
in an individual security or a segment of the fixed income securities market to which it
has exposure, or to take a “short” position in individual bonds or market segments
which it does not own. The Fund may sell protection in an attempt to gain exposure to the
credit quality characteristics of particular bonds or market segments without investing directly
in those bonds or market segments.
As
the buyer of protection in a credit default swap, the Fund would pay a premium (by means of an upfront payment or a periodic stream of
payments over the term of the agreement) in return for the right to deliver a referenced bond or group of bonds to the protection seller
and receive the full notional or par value (or other agreed upon value) upon a default (or similar event) by the issuer(s) of the underlying
referenced obligation(s). If no default occurs, the protection seller would keep the stream of payments and would have no further obligation
to the Fund. Thus, the cost to the Fund would be the premium paid with respect to the agreement.
However, if a credit event occurs the Fund may elect to receive the full notional value of the swap in exchange for an equal face amount
of deliverable obligations of the reference entity that may have little or no value. The Fund bears the risk that the protection seller
may fail to satisfy its payment obligations.
If
the Fund is a seller of protection in a credit default swap and no credit event occurs, the Fund would generally receive an up-front
payment or a periodic stream of payments over the term of the swap. However, if a credit event occurs, generally the Fund would have
to pay the buyer the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference
entity that may have little or no value. As the protection seller, the Fund effectively adds economic leverage to its portfolio because,
in addition to being subject to investment exposure on its total net assets, the Fund is subject to investment exposure on the notional
amount of the swap. Thus, the Fund bears the same risk as it would by buying the reference obligations directly, plus the additional
risks related to obtaining investment exposure through a derivative instrument discussed below under “—Risks Associated with
Swap Transactions.”
Swap
Options. A swap option is a contract that gives a counterparty the right (but not the obligation), in return
for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel, or otherwise modify an existing swap agreement
at some designated future time on specified terms. A cash-settled option on a swap gives the purchaser the right, in return for the premium
paid, to receive an amount of cash equal to the value of the underlying swap as of the exercise date. The Fund may write (sell) and purchase
put and call swap options. Depending on the terms of the particular option agreement, the Fund generally would incur a greater degree
of risk when it writes a swap option than when it purchases a swap option. When the Fund purchases a swap option, it risks losing only
the amount of the premium it has paid should it decide to let the option expire unexercised. However, when the Fund writes a swap option,
upon exercise of the option the Fund would become obligated according to the terms of the underlying agreement.
Risks
Associated with Swap Transactions. The use of swap transactions is a highly specialized activity which involves
strategies and risks different from those associated with ordinary portfolio security transactions. If the Nuveen Fund Advisors and/or
Nuveen Asset Management is incorrect in its forecasts of default risks, market spreads or other applicable factors or events, the investment
performance of the Fund would diminish compared with what it would have been if these techniques were not used. As the protection seller
in a credit default swap, the Fund effectively adds economic leverage to its portfolio because, in addition to being subject to investment
exposure on its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. The Fund generally may
close out a swap, cap, floor, collar or other two-party contract only with its particular counterparty, and generally may transfer a
position only with the consent of that counterparty. In addition, the price at which the Fund may close out such a two party contract
may not correlate with the price change in the underlying reference asset. If the counterparty defaults, the Fund will have contractual
remedies, but there can be no assurance that the counterparty will be able to meet its contractual obligations or that the Fund will
succeed in enforcing its rights. It also is possible that developments in the derivatives market, including changes in government regulation,
could adversely affect the Fund’s ability to terminate existing swap or other agreements or to realize amounts to be received under
such agreements.
Futures
and Options on Futures Generally. A futures contract is an agreement between two
parties to buy and sell a security, index or interest rate (each a “financial instrument”) for
a set price on a future date. Certain futures contracts, such as futures contracts relating to individual
securities, call for making or taking delivery of the underlying financial instrument. However, these contracts
generally are closed out before delivery by entering into an offsetting purchase or sale of a matching futures
contract (same exchange, underlying financial instrument, and delivery month). Other futures contracts, such
as futures contracts on interest rates and indices, do not call for making or taking delivery of the underlying
financial instrument, but rather are agreements pursuant to which two parties agree to take or make delivery
of an amount of cash equal to the difference between the value of the financial instrument at the close of
the last trading day of the contract and the price at which the contract was originally written. These contracts
also may be settled by entering into an offsetting futures contract.
Unlike
when the Fund purchases or sells a security, no price is paid or received by the Fund upon the purchase or sale of a futures contract.
Initially, the Fund will be required to deposit with the futures broker, known as a futures commission merchant (“FCM”), an
amount of cash or securities equal to a varying specified percentage of the contract amount. This amount is known as initial margin.
The margin deposit is intended to ensure completion of the contract. Minimum initial margin requirements are established by the futures
exchanges and may be revised. In addition, FCMs may establish margin deposit requirements that are higher than the exchange minimums.
Cash held in the margin account generally is not income producing. However, coupon-bearing securities, such as Treasury securities,
held in margin accounts generally will earn income. Subsequent payments to and from the FCM, called variation margin, will be made on
a daily basis as the price of the underlying financial instrument fluctuates, making the futures contract more or less valuable, a process
known as marking the contract to market. Changes in variation margin are recorded by the Fund as unrealized gains or losses. At any
time prior to expiration of the futures contract, the Fund may elect to close the position by taking an opposite position that will
operate to terminate its position in the futures contract. A final determination of variation margin is then made, additional cash is
required to be paid by or released to the Fund, and the Fund realizes a gain or loss. In the event of the bankruptcy or insolvency of
an FCM that holds margin on behalf of the Fund, the Fund may be entitled to the return of margin owed to it only in proportion to the
amount received by the FCM’s other customers, potentially resulting in losses to the Fund. Futures transactions also involve brokerage
costs.
A
futures option gives the purchaser of such option the right, in return for the premium paid, to assume a long position
(call) or short position (put) in a futures contract at a specified exercise price at any time during the period of
the option. Upon exercise of a call option, the purchaser acquires a long position in the futures contract and the
writer is assigned the opposite short position. Upon the exercise of a put option, the opposite is true.
Limitations
on the Use of Futures, Futures Options and Swaps. The Adviser has claimed, with respect to the Fund, the exclusion
from the definition of “commodity pool operator” under the Commodity Exchange Act, as amended (“CEA”), provided by
Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 and is therefore not currently subject to registration or regulation
as such under the CEA with respect to the Fund. In addition, the Sub-Adviser has claimed the exemption from registration as a commodity
trading advisor provided by CFTC Regulation 4.14(a)(8) and is therefore not currently subject to registration or regulation as such under
the CEA with respect to the Fund. In February 2012, the CFTC announced substantial amendments to certain exemptions, and to the conditions
for reliance on those exemptions, from registration as a commodity pool operator. Under amendments to the exemption provided under CFTC
Regulation 4.5, if the Fund uses futures, options on futures, or swaps other than for bona fide hedging purposes (as defined by the CFTC),
the aggregate initial margin and premiums on these positions (after taking into account unrealized profits and unrealized losses on any
such positions and excluding the amount by which options that are “in-the-money” at the time of purchase are “in-the-money”)
may not exceed 5% of the Fund’s NAV, or alternatively, the aggregate net notional value of those positions may not exceed 100% of
the Fund’s NAV (after taking into account unrealized profits and unrealized losses on any such positions). The CFTC amendments to
Regulation 4.5 took effect on December 31, 2012, and the Fund intends to comply with amended Regulation 4.5’s requirements
such that the Adviser will not be required to register as a commodity pool operator with the CFTC with respect to the Fund. The Fund
reserves the right to employ futures, options on futures and swaps to the extent allowed by CFTC regulations in effect from time to time
and in accordance with the Fund’s policies. However, the requirements for qualification as a “regulated investment company”
under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), may limit the extent to which the Fund may
employ futures, options on futures or swaps.
Hedging
and Other Investment Techniques
Credit-Linked
Notes. The Fund may invest in credit-linked notes (“CLN”) for risk management purposes, including
diversification. A CLN is a derivative instrument that is a synthetic obligation between two or more parties where the payment of principal
and/or interest is based on the performance of some obligation (a reference obligation). In addition to credit risk of the reference
obligation and interest rate risk, the purchaser/seller of the CLN is subject to counterparty risk.
Interest
Rate Caps. The Fund may use an interest rate cap, which would require it to pay a premium to the cap counterparty
and would entitle it, to the extent that a specified variable rate index exceeds a predetermined fixed rate, to receive from the counterparty
payment of the difference based on the notional amount. The Fund would use interest rate caps only with the intent to reduce or eliminate
the risk that an increase in short-term interest rates could have on Common Share net earnings as a result of leverage.
The
Fund will usually enter into caps on a net basis; that is, the two payment streams will be netted out in a cash settlement on the payment
date or dates specified in the instrument, with the Fund receiving or paying, as the case may be, only the net amount of the two payments.
Depending
on the state of interest rates in general, the Fund’s use of interest rate caps could enhance or harm the overall performance on
the Common Shares. To the extent there is a decline in interest rates, the value of the interest rate cap could decline, and could result
in a decline in the NAV of the Common Shares. Purchasing interest rate caps could enhance the performance of the Common Shares by providing
a maximum leverage expense. Purchasing interest rate caps could also decrease the net earnings of the Common Shares in the event that
the premium paid by the Fund to the counterparty exceeds the additional amount the Fund would have been required to pay had it not entered
into the cap agreement. The Fund has no current intention of selling an interest rate cap. The Fund will monitor its interest rate cap
transactions with a view to insuring that it remains in compliance with all applicable tax requirements.
Interest
rate caps do not involve the delivery of securities or other underlying assets or principal. Accordingly, the risk of loss with respect
to interest rate caps is limited to the net amount of interest payments that the Fund is contractually obligated to make. If the counterparty
defaults, the Fund would not be able to use the anticipated net receipts under the cap to offset the interest payments or dividend payments
due. Depending on whether the Fund would be entitled to receive net payments from the counterparty on the cap, which in turn would depend
on the general state of short-term interest rates at that point in time, such a default could negatively impact the performance of the
Common Shares.
Although
this will not guarantee that the counterparty does not default, the Fund will not enter into an interest rate cap transaction with any
counterparty that Nuveen Asset Management believes does not have the financial resources to honor its obligation under the interest rate
cap transaction. Further, Nuveen Asset Management will continually monitor the financial stability of a counterparty to an interest rate
cap transaction in an effort to proactively protect the Fund’s investments.
In
addition, at the time the interest rate cap transaction reaches its scheduled termination date, there is a risk that the Fund would not
be able to obtain a replacement transaction or that the terms of the replacement would not be as favorable as on the expiring transaction.
If this occurs, it could have a negative impact on the performance of the Common Shares.
The
Fund may choose or be required to terminate early all or a portion of any cap transaction. An early termination of a cap could result
in a termination payment to the Fund.
Other
Hedging Transactions. The Fund may invest in relatively new instruments without a significant trading history
for purposes of hedging the Fund’s portfolio risks. As a result, there can be no assurance that an active secondary market will
develop or continue to exist.
Risks
associated with hedging transactions. The Fund may use derivatives or other instruments for purposes of hedging
the Equity Portfolio against declining equity markets. There may be an imperfect correlation between the Equity Portfolio’s holdings
and such derivatives, which may prevent the Fund from achieving the intended consequences of the applicable hedging transaction or expose
the Fund to risk of loss. Further, the Fund’s use of derivatives and other instruments to reduce risk involves costs and will be
subject to Nuveen Asset Management’s ability to predict correctly changes in the relationships of such hedging instruments to the
Equity Portfolio or other factors. No assurance can be given that Nuveen Asset Management’s judgment in this respect will be correct.
Consequently, the use of hedging transactions might result in a poorer overall performance for the Fund, whether or not adjusted for
risk, than if the Fund had not hedged the Equity Portfolio. In addition, no assurance can be given that the Fund will enter into hedging
transactions at times or under circumstances in which it would be advisable to do so.
Repurchase
Agreements
The
Fund may enter into repurchase agreements (the purchase of a security coupled with an agreement to resell
that security at a higher price) with respect to its permitted investments. The Fund’s repurchase agreements
will provide that the value of the collateral underlying the repurchase agreement will always be at least
equal to the repurchase price, including any accrued interest earned on the agreement, and will be marked-to-market
daily. The agreed-upon repurchase price determines the yield during the Fund’s holding period.
Repurchase
agreements are considered to be loans collateralized by the underlying security that is the subject of the repurchase contract. The Fund
will only enter into repurchase agreements with registered securities dealers or domestic banks that, in Nuveen Asset Management’s
opinion, present minimal credit risk. The risk to the Fund is limited to the ability of the issuer to pay the agreed-upon repurchase
price on the delivery date; however, although the value of the underlying collateral at the time the transaction is entered into always
equals or exceeds the agreed-upon repurchase price, if the value of the collateral declines there is a risk of loss of both principal
and interest. In the event of default, the collateral may be sold but the Fund might incur a loss if the value of the collateral declines,
and might incur disposition costs or experience delays in connection with liquidating the collateral. In addition, if bankruptcy proceedings
are commenced with respect to the seller of the security, realization upon the collateral by the Fund may be delayed or limited. Nuveen
Asset Management will monitor the value of the collateral at the time the transaction is entered into and at all times subsequent during
the term of the repurchase agreement in an effort to determine that such value always equals or exceeds the agreed-upon repurchase price.
In the event the value of the collateral declines below the repurchase price, Nuveen Asset Management will demand additional collateral
from the issuer to increase the value of the collateral to at least that of the repurchase price, including interest.
Structured
Notes
The
Fund may utilize structured notes and similar instruments for investment purposes and also for hedging purposes.
Structured notes are privately negotiated debt obligations where the principal and/or interest is determined by
reference to the performance of a benchmark asset, market or interest rate (an “embedded index”), such
as selected securities, an index of securities or specified interest rates, or the differential performance of
two assets or markets. The terms of such structured instruments normally provide that their principal and/or interest
payments are to be adjusted upwards or downwards (but not ordinarily below zero) to reflect changes in the embedded
index while the structured instruments are outstanding. As a result, the interest and/or principal payments that
may be made on a structured product may vary widely, depending upon a variety of factors, including the volatility
of the embedded index and the effect of changes in the embedded index on principal and/or interest payments. The
rate of return on structured notes may be determined by applying a multiplier to the performance or differential
performance of the referenced index or indices or other assets. Application of a multiplier involves leverage that
will serve to magnify the potential for gain and the risk of loss.
Other
Investment Companies
The
Fund may invest up to 10% of its Managed Assets in securities of other open-or closed-end investment companies (including exchange-traded
funds) that invest primarily in municipal securities of the types in which the Fund may invest directly. In addition, the Fund may invest
a portion of its Managed Assets in pooled investment vehicles (other than investment companies) that invest primarily in municipal securities
of the types in which the Fund may invest directly. The Fund generally expects that it may invest in other investment companies and/or
other pooled investment vehicles either during periods when it has large amounts of uninvested cash or during periods when there is a
shortage of attractive, high yielding municipal securities available in the market. The Fund may invest in investment companies that
are advised by the Adviser and/or the Sub-Adviser or their affiliates to the extent permitted by applicable law. As a shareholder in
an investment company, the Fund will bear its ratable share of that investment company’s expenses and would remain subject to payment
of its own management fees with respect to assets so invested. Common Shareholders would therefore be subject to duplicative expenses
to the extent the Fund invests in other investment companies.
The
Adviser and/or the Sub-Adviser will take expenses into account when evaluating the investment
merits of an investment in an investment company relative to available municipal security
investments. In addition, the securities of other investment companies may also be leveraged
and will therefore be subject to the same leverage risks described herein. The NAV and market
value of leveraged shares will be more volatile, and the yield to Common Shareholders will
tend to fluctuate more than the yield generated by unleveraged shares.
MANAGEMENT
OF THE FUND
Trustees
and Officers
The
management of the Fund, including general supervision of the duties performed for the Fund under the Investment
Management Agreement (as defined under “Investment Adviser, Sub-Adviser and Portfolio Managers—Investment
Management Agreement and Related Fees”), is the responsibility of the Board. The number of Trustees
of the Fund is ten, all of whom are not interested persons (referred to herein as “Independent Trustees”).
None of the Independent Trustees has ever been a director, trustee or employee of, or consultant to, Nuveen
LLC (“Nuveen”), Nuveen Fund Advisors, Nuveen Asset Management, or their affiliates. The Board
is divided into three classes, Class I, Class II and Class III, the Class I Trustees
serving until the 2025 annual meeting, the Class II Trustees serving until the 2026 annual meeting
and the Class III Trustees serving until the 2024 annual meeting, in each case until their respective
successors are elected and qualified, as described below. Currently, Thomas J. Kenny, Margaret L. Wolff
and Robert L. Young are slated in Class I, Amy B. R. Lancellotta, John K. Nelson and Terence J. Toth are
slated in Class II, and Joanne T. Medero, Albin F. Moschner, Loren M. Starr and Matthew Thornton III are
slated in Class III. As each Trustee’s term expires, shareholders will be asked to elect Trustees
and such Trustees shall be elected for a term expiring at the time of the third succeeding annual meeting
subsequent to their election or thereafter in each case when their respective successors are duly elected
and qualified. These provisions could delay for up to two years the replacement of a majority of the Board.
See “Certain Provisions in the Declaration of Trust and By-Laws” in the prospectus.
The
officers of the Fund serve annual terms through August of each year and are elected on an annual basis. The names, business addresses
and years of birth of the Trustees and officers of the Fund, their principal occupations and other affiliations during the past five
years, the number of portfolios each oversees and other trusteeships they hold are set forth below. Except as noted in the table below,
the Trustees of the Fund are directors or trustees, as the case may be, of 216 Nuveen-sponsored registered investment companies (the
“Nuveen Funds”), which includes 147 open-end mutual funds, 46 closed-end funds and 23 exchange-traded
funds.
| |
|
|
|
|
|
|
|
|
|
|
Name,
Business Address
and Year of Birth |
|
Position(s)
Held with the
Trust |
|
Term of Office
and Length of
Time Served in
the Fund
Complex |
|
Principal Occupation(s)
During Past Five Years |
|
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee |
|
Other
Directorships
Held by
Trustee
During Past
Five Years |
| Independent
Trustees: |
Thomas
J. Kenny
730
Third Avenue
New
York, NY 10017-3206 1963 |
|
Co-Chair of
the Board
and Trustee |
|
Term—Class I
Length of
Service— Since
2024, Co-Chair
of the Board
since January
2024 |
|
Advisory
Director (2010–2011), Partner (2004–2010), Managing Director (1999–2004) and Co-Head of Global Cash and
Fixed Income Portfolio Management Team (2002–2010), Goldman Sachs Asset Management (asset management). |
|
216 |
|
Director
(since 2015) and Chair of the Finance and Investment Committee (since 2018), Aflac Incorporated; formerly, Director (2021-2022),
ParentSquare; formerly, Director (2021-2022) and Finance Committee Chair (2016-2022), Sansum Clinic; formerly, Advisory Board Member
(2017-2019), B’Box; formerly, Member (2011-2020), the University of California at Santa Barbara Arts and Lectures Advisory
Council; formerly, Investment Committee Member (2012-2020), Cottage Health System; formerly, Board Member (2009-2019) and President
of the Board (2014-2018), Crane Country Day School; Trustee (2011-2023) and Chairman (2017-2023), the College Retirement Equities
Fund; Manager (2011-2023) and Chairman (2017-2023), TIAA Separate Account VA-1 |
| |
|
|
|
|
|
|
|
|
|
|
Name,
Business Address
and Year of Birth |
|
Position(s)
Held with the
Trust |
|
Term of Office
and Length of
Time Served in
the Fund
Complex |
|
Principal Occupation(s)
During Past Five Years |
|
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee |
|
Other
Directorships
Held by
Trustee
During Past
Five Years |
Terence
J. Toth
333
West Wacker Drive
Chicago,
IL 60606
1959 |
|
Co-Chair of
the Board
and Trustee |
|
Term—Class II
Length of
Service—
Since 2008,
Chair/Co-Chair
of the Board
since July 2018
for term ending
June 30, 2024. |
|
Formerly, Co-Founding Partner,
Promus Capital (investment advisory firm) (2008-2017); formerly, Director of Quality Control Corporation (manufacturing) (2012- 2021);
formerly, Director, Fulcrum IT Service LLC (information technology services firm to government entities) (2010-2019); formerly, Director,
LogicMark LLC (health services) (2012-2016); formerly, Director, Legal & General Investment Management America, Inc. (asset
management) (2008-2013); formerly, CEO and President, Northern Trust Global Investments (financial services) (2004-2007); Executive
Vice President, Quantitative Management & Securities Lending (2000- 2004); prior thereto, various positions with Northern
Trust Company (financial services) (since 1994). |
|
216 |
|
Chair
and Member of the Board of Directors (since 2021), Kehrein Center for the Arts (philanthropy); Member of the Board of Directors (since
2008), Catalyst Schools of Chicago (philanthropy); Member of the Board of Directors (since 2012), formerly, Investment Committee
Chair (2017-2022), Mather Foundation (philanthropy); formerly, Member (2005-2016), Chicago Fellowship Board (philanthropy); formerly,
Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan
Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004). |
| |
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|
|
|
| |
|
|
|
|
|
|
|
|
|
|
Name,
Business Address
and Year of Birth |
|
Position(s)
Held with the
Trust |
|
Term of Office
and Length of
Time Served in
the Fund
Complex |
|
Principal Occupation(s)
During Past Five Years |
|
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee |
|
Other
Directorships
Held by
Trustee
During Past
Five Years |
Amy
B.R. Lancellotta
333
West Wacker Drive
Chicago,
IL 60606
1959 |
|
Trustee |
|
Term—Class II
Length of
Service—
Since 2021 |
|
Formerly, Managing Director, IDC (supports the fund independent director community and is part of the Investment Company Institute (ICI), which represents regulated investment companies) (2006-2019); formerly, various positions with ICI (1989-2006).
|
|
216 |
|
President
(since 2023) and Member (since 2020) of the Board of Directors, Jewish Coalition Against Domestic Abuse (JCADA). |
| |
|
|
|
|
|
|
|
|
|
|
Name,
Business Address
and Year of Birth |
|
Position(s)
Held with the
Trust |
|
Term of Office
and Length of
Time Served in
the Fund
Complex |
|
Principal Occupation(s)
During Past Five Years |
|
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee |
|
Other
Directorships
Held by
Trustee
During Past
Five Years |
Joanne
T. Medero
333
West Wacker Drive
Chicago,
IL 60606
1954 |
|
Trustee |
|
Term—Class III
Length of
Service—
Since 2021 |
|
Formerly, Managing Director, Government Relations and Public Policy (2009-2020) and Senior Advisor to the Vice Chairman (2018-2020), BlackRock, Inc. (global investment management firm); formerly, Managing Director, Global Head of Government Relations and Public Policy, Barclays Group (IBIM)(investment banking, investment management businesses) (2006-2009); formerly, Managing Director, Global General Counsel and Corporate Secretary, Barclays Global Investors (global investment management firm) (1996-2006); formerly, Partner, Orrick, Herrington & Sutcliffe LLP (law firm) (1993-1995); formerly, General Counsel, Commodity Futures Trading Commission (government agency overseeing U.S. derivatives markets) (1989-1993); formerly, Deputy Associate Director/Associate Director for Legal and Financial Affairs, Office of Presidential Personnel, The White House (1986-1989).
|
|
216 |
|
Member
(since 2019) of the Board of Directors, Baltic-American Freedom Foundation (seeks to provide opportunities for citizens of the Baltic
states to gain education and professional development through exchanges in the U.S.). |
| |
|
|
|
|
|
|
|
|
|
|
Name,
Business Address
and Year of Birth |
|
Position(s)
Held with the
Trust |
|
Term of Office
and Length of
Time Served in
the Fund
Complex |
|
Principal Occupation(s)
During Past Five Years |
|
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee |
|
Other
Directorships
Held by
Trustee
During Past
Five Years |
Albin
F. Moschner
333
West Wacker Drive
Chicago,
IL 60606
1952 |
|
Trustee |
|
Term—Class III
Length of
Service—
Since 2016 |
|
Founder and Chief Executive Officer, Northcroft Partners, LLC, (management consulting), (since 2012); previously, held positions at Leap Wireless International, Inc.,(consumer wireless service) including Consultant (2011-2012), Chief Operating Officer (2008-2011) and Chief Marketing Officer (2004-2008); formerly, President, Verizon Card Services division of Verizon Communications, Inc.(telecommunications services) (2000-2003); formerly, President, One Point Services at One Point Communications (telecommunications services) (1999-2000); formerly, Vice Chairman of the Board, Diba, Incorporated (internet technology provider) (1996-1997); formerly, various executive positions (1991-1996) and Chief Executive Officer (1995-1996) of Zenith Electronics Corporation (consumer electronics).
|
|
216 |
|
Formerly,
Chairman (2019), and Director (2012-2019), USA Technologies, Inc. (a provider of solutions and services to facilitate electronic
payment transactions); formerly, Director, Wintrust Financial Corporation (1996-2016). |
| |
|
|
|
|
|
|
|
|
|
|
Name,
Business Address
and Year of Birth |
|
Position(s)
Held with the
Trust |
|
Term of Office
and Length of
Time Served in
the Fund
Complex |
|
Principal Occupation(s)
During Past Five Years |
|
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee |
|
Other
Directorships
Held by
Trustee
During Past
Five Years |
John
K. Nelson
333
West Wacker Drive
Chicago,
IL 60606
1962 |
|
Trustee |
|
Term—Class II
Length of
Service—
Since 2016 |
|
Formerly,
Senior External Advisor to the Financial Services practice of Deloitte Consulting LLP (consulting and accounting). (2012-2014);
Chief Executive Officer of ABN AMRO Bank N.V., North America (insurance), and Global Head of the Financial Markets Division (2007-2008), with
various executive leadership roles in ABN AMRO Bank N.V. between 1996 and 2007. |
|
216 |
|
Formerly,
Member of Board of Directors (2008-2023) of Core12 LLC (private firm which develops branding, marketing and communications strategies
for clients); formerly, Member of the President’s Council (2010-2019) of Fordham University; formerly, Director (2009-2018)
of the Curran Center for Catholic American Studies. |
| |
|
|
|
|
|
Loren
M. Starr
730
Third Avenue
New
York,
NY
10017-3206
1961 |
|
Trustee |
|
Term—Class III
Length of
Service—
Since 2024 |
|
Independent
Consultant/Advisor (since 2021). Vice Chair, Senior Managing Director (2020–2021), Chief Financial Officer, Senior Managing
Director (2005–2020), Invesco Ltd (asset management). |
|
215 |
|
Director
(since 2023) and Audit Committee Member (since 2024), AMG; formerly, Chair and Member of the Board of Directors (2014-2021), Georgia
Leadership Institute for School Improvement (GLISI); formerly, Chair and Member of the Board of Trustees (2014-2018), Georgia Council
on Economic Education (GCEE); Trustee, the College Retirement Equities Fund and Manager, TIAA Separate Account VA-1 (2022-2023). |
|
|
|
|
|
|
|
|
|
|
|
Name,
Business Address and Year of Birth |
|
Position(s)
Held with the Trust |
|
Term
of Office and Length of Time Served in the Fund Complex |
|
Principal
Occupation(s) During Past Five Years |
|
Number
of Portfolios in Fund Complex Overseen by Trustee |
|
Other
Directorships Held by Trustee During Past Five Years |
Matthew
Thornton III
333
West Wacker Drive
Chicago,
IL 60606
1958 |
|
Trustee |
|
Term—Class
III Length of Service— Since 2020 |
|
Formerly,
Executive Vice President and Chief Operating Officer (2018-2019), FedEx Freight Corporation, a subsidiary of FedEx Corporation (“FedEx”)
(provider of transportation, e-commerce and business services through its portfolio of companies); formerly, Senior Vice President,
U.S. Operations (2006-2018), Federal Express Corporation, a subsidiary of FedEx. |
|
216 |
|
Member
of the Board of Directors (since 2014), The Sherwin-Williams Company (develops, manufactures, distributes and sells paints, coatings
and related products); Member of the Board of Directors (since 2020), Crown Castle International (provider of communications infrastructure);
formerly, Member of the Board of Directors (2012-2018), Safe Kids Worldwide® (a non-profit organization dedicated
to preventing childhood injuries). |
| |
|
|
|
|
|
|
|
|
|
|
Name,
Business Address
and Year of Birth |
|
Position(s)
Held with the
Trust |
|
Term of Office
and Length of
Time Served in
the Fund
Complex |
|
Principal Occupation(s)
During Past Five Years |
|
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee |
|
Other
Directorships
Held by
Trustee
During Past
Five Years |
Margaret
L. Wolff
333
West Wacker Drive
Chicago,
IL 60606
1955 |
|
Trustee |
|
Term—Class I
Length of
Service—
Since 2016 |
|
Formerly,
Of Counsel (2005-2014), Skadden, Arps, Slate, Meagher & Flom LLP (Mergers & Acquisitions Group) (legal services). |
|
216 |
|
Member
of the Board of Trustees (since 2005), New York-Presbyterian Hospital; Member of the Board of Trustees (since 2004) formerly, Chair
(2015-2022), The John A. Hartford Foundation (philanthropy dedicated to improving the care of older adults); formerly, Member (2005-2015)
and Vice Chair (2011-2015) of the Board of Trustees of Mt. Holyoke College; formerly, Member of the Board of Directors (2013-2017)
of Travelers Insurance Company of Canada and The Dominion of Canada General Insurance Company (each, a part of Travelers Canada,
the Canadian operation of The Travelers Companies, Inc.). |
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
Name,
Business Address
and Year of Birth |
|
Position(s)
Held with the
Trust |
|
Term of Office
and Length of
Time Served in
the Fund
Complex |
|
Principal Occupation(s)
During Past Five Years |
|
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee |
|
Other
Directorships
Held by
Trustee
During Past
Five Years |
Robert
L. Young
333
West Wacker Drive
Chicago,
IL 60606
1963 |
|
Trustee |
|
Term—Class I
Length of
Service—
Since 2017. |
|
Formerly,
Chief Operating Officer and Director, J.P. Morgan Investment Management Inc. (financial services) (2010-2016); formerly, President
and Principal Executive Officer (2013-2016), and Senior Vice President and Chief Operating Officer (2005-2010), of J.P. Morgan Funds;
formerly, Director and various officer positions for J.P. Morgan Investment Management Inc. (formerly, JPMorgan Funds Management,
Inc. and formerly, One Group Administrative Services) and JPMorgan Distribution Services, Inc.(financial services) (formerly, One
Group Dealer Services, Inc.) (1999-2017). |
|
216 |
|
None |
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
Name,
Business Address
and Year of Birth |
|
Position(s)
Held
with the Fund |
|
Term
of Office
and Length of
Time Served with
Funds in the
Fund Complex |
|
Principal
Occupation(s)
During Past Five Years |
| Officers
of the Fund: |
|
|
|
|
|
|
David
J. Lamb
333
West Wacker Drive
Chicago,
IL 60606
1963 |
|
Chief
Administrative
Officer
(Principal
Executive
Officer) |
|
Term—Indefinite
Length of
Service—
Since 2015 |
|
Senior
Managing Director of Nuveen Fund Advisors, LLC; Senior Managing Director of Nuveen Securities, LLC; Senior Managing Director of Nuveen;
has previously held various positions with Nuveen. |
| |
|
|
|
Brett
E. Black
333
West Wacker Drive
Chicago,
IL 60606
1972 |
|
Vice
President
and Chief
Compliance
Officer |
|
Term—Indefinite
Length of
Service—
Since 2022 |
|
Managing
Director, Chief Compliance Officer of Nuveen; formerly, Vice President (2014-2022), Chief Compliance Officer and Anti-Money Laundering
Compliance Officer (2017-2022) of BMO Funds, Inc. |
| |
|
|
|
Mark
J. Czarniecki
901
Marquette Avenue
Minneapolis,
MN 55402
1979 |
|
Vice
President
and Assistant
Secretary |
|
Term—Indefinite
Length of
Service—
Since 2013 |
|
Managing
Director and Assistant Secretary of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Managing Director and Associate General
Counsel of Nuveen; Managing Director Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC; has previously
held various positions with Nuveen; Managing Director, Associate General Counsel and Assistant Secretary of Teachers Advisors, LLC
and TIAA-CREF Investment Management, LLC. |
| |
|
|
|
Jeremy
D. Franklin
8500
Andrew Carnegie Blvd.
Charlotte,
NC 28262
1983 |
|
Vice
President
and Assistant
Secretary |
|
Term—Indefinite
Length
of
Service—
Since
2024 |
|
Managing
Director and Assistant Secretary, Nuveen Fund Advisors, LLC; Vice President Associate General Counsel and Assistant Secretary, Nuveen
Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Vice President and Associate General Counsel,
Teachers Insurance and Annuity Association of America; Vice President and Assistant Secretary, TIAA-CREF Funds and TIAA-CREF Life
Funds; Vice President, Associate General Counsel, and Assistant Secretary, TIAA Separate Account VA-1 and College Retirement
Equities Fund; has previously held various positions with TIAA. |
| |
|
|
|
|
|
|
Name,
Business Address
and Year of Birth |
|
Position(s)
Held
with the Fund |
|
Term
of Office
and Length of
Time Served with
Funds in the
Fund Complex |
|
Principal
Occupation(s)
During Past Five Years |
Diana
R. Gonzalez
8500
Andrew Carnegie Blvd.
Charlotte,
NC 28262
1978 |
|
Vice President
and Assistant
Secretary |
|
Term—Indefinite
Length of
Service—
Since 2017 |
|
Vice
President and Assistant Secretary of Nuveen Fund Advisors, LLC; Vice President, Associate General Counsel and Assistant Secretary
of Nuveen Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Vice President and Associate General
Counsel of Nuveen. |
| |
|
|
|
Nathaniel
T. Jones
333
West Wacker Drive
Chicago,
IL 60606
1979 |
|
Vice
President
and Treasurer |
|
Term—Indefinite
Length of
Service—
Since 2016 |
|
Senior
Managing Director of Nuveen; Senior Managing Director of Nuveen Fund Advisors, LLC; has previously held various positions with Nuveen;
Chartered Financial Analyst. |
| |
|
|
|
Brian
H. Lawrence
8500
Andrew Carnegie Blvd.
Charlotte,
NC 28262
1982 |
|
Vice
President
and Assistant
Secretary |
|
Term—Indefinite
Length of
Service—
Since 2023 |
|
Vice
President and Associate General Counsel of Nuveen; Vice President, Associate General Counsel and Assistant Secretary of Teachers
Advisors, LLC and TIAA-CREF Investment Management, LLC; formerly Corporate Counsel of Franklin Templeton (2018-2022). |
| |
|
|
|
Tina
M. Lazar
333
West Wacker Drive
Chicago,
IL 60606
1961 |
|
Vice
President |
|
Term—Indefinite
Length of
Service—
Since 2002 |
|
Managing
Director of Nuveen Securities, LLC. |
| |
|
|
|
Brian
J. Lockhart
333
West Wacker Drive
Chicago,
IL 60606
1974 |
|
Vice
President |
|
Term—Indefinite
Length of
Service—
Since 2019 |
|
Senior
Managing Director and Head of Investment Oversight of Nuveen; Senior Managing Director of Nuveen Fund Advisors, LLC; has previously
held various positions with Nuveen; Chartered Financial Analyst and Certified Financial Risk Manager. |
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Name,
Business Address
and Year of Birth |
|
Position(s)
Held
with the Fund |
|
Term
of Office
and Length of
Time Served with
Funds in the
Fund Complex |
|
Principal
Occupation(s)
During Past Five Years |
John
M. McCann
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
1975 |
|
Vice
President
and Assistant
Secretary |
|
Term—Indefinite
Length of
Service—
Since 2022 |
|
Managing
Director, General Counsel and Secretary of Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant
Secretary of Nuveen Asset Management, LLC; Managing Director and Assistant Secretary of TIAA SMA Strategies LLC; Managing Director,
Associate General Counsel and Assistant Secretary of College Retirement Equities Fund, TIAA Separate Account VA-1, TIAA-CREF
Funds, TIAA-CREF Life Funds, Teachers Insurance and Annuity Association of America, Teacher Advisors LLC, TIAA-CREF Investment Management,
LLC, and Nuveen Alternative Advisors LLC; has previously held various positions with Nuveen/TIAA. |
| |
|
|
|
Kevin
J. McCarthy
333 West Wacker Drive
Chicago, IL 60606
1966 |
|
Vice President
and Assistant
Secretary |
|
Term—Indefinite
Length of
Service—
Since 2007 |
|
Executive
Vice President, Secretary and General Counsel of Nuveen Investments, Inc.; Executive Vice President and Assistant Secretary of Nuveen
Securities, LLC and Nuveen Fund Advisors, LLC; Executive Vice President and Secretary of Nuveen Asset Management, LLC; Executive
Vice President, General Counsel and Secretary of Teachers Advisors, LLC, TIAA-CREF Investment Management, LLC and Nuveen Alternative
Investments, LLC; Executive Vice President, Associate General Counsel and Assistant Secretary of TIAA-CREF Funds and TIAA-CREF Life
Funds; has previously held various positions with Nuveen/TIAA; Vice President and Secretary of Winslow Capital Management, LLC; formerly,
Vice President (2007-2021) and Secretary (2016-2021) of NWQ Investment Management Company, LLC and Santa Barbara Asset Management,
LLC. |
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Name,
Business Address
and Year of Birth |
|
Position(s)
Held
with the Fund |
|
Term
of Office
and Length of
Time Served with
Funds in the
Fund Complex |
|
Principal
Occupation(s)
During Past Five Years |
Jon
Scott Meissner
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
1973 |
|
Vice President
and Assistant
Secretary |
|
Term—Indefinite
Length of
Service—
Since 2019 |
|
Managing
Director, Mutual Fund Tax and Expense Administration of Nuveen, TIAA-CREF Funds, TIAA-CREF Life Funds, TIAA Separate Account VA-1 and
the CREF Accounts; Managing Director of Nuveen Fund Advisors, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC;
has previously held various positions with Nuveen/TIAA. |
| |
|
|
|
James
Nelson III
730
Third Avenue
New
York, NY 10017
1976 |
|
Vice
President |
|
Term—Indefinite
Length
of
Service—
Since
2024 |
|
Senior
Managing Director, Global Head of Product, Publics, Nuveen; formerly, Head of North American Product Management & Pricing,
Invesco (2018-2023). |
| |
|
|
|
Mary
Beth Ramsay
8500
Andrew Carnegie Blvd.
Charlotte,
NC 28262
1965 |
|
Vice
President |
|
Term
of
Service—
Length
of
Service—
Since
2024 |
|
Chief
Risk Officer, Nuveen and TIAA Financial Risk; Head of Nuveen Risk & Compliance; Executive Vice President, Teachers Insurance
and Annuity Association of America; 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 and Nuveen
Asset Management, LLC; Principal Financial Officer, Principal Accounting Officer and Treasurer of the TIAA-CREF Funds, the TIAA-CREF
Life Funds, the TIAA Separate Account VA-1 and the CREF Accounts; has previously held various positions with TIAA. |
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Name,
Business Address
and Year of Birth |
|
Position(s)
Held
with the Fund |
|
Term
of Office
and Length of
Time Served with
Funds in the
Fund Complex |
|
Principal
Occupation(s)
During Past Five Years |
Mark
L. Winget
333
West Wacker Drive
Chicago,
IL 60606
1968 |
|
Vice President
and Secretary |
|
Term—Indefinite
Length of
Service—
Since 2008 |
|
Vice
President and Assistant Secretary of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC; Vice President, Associate General Counsel
and Assistant Secretary of Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC and Nuveen Asset Management, LLC; Vice
President and Associate General Counsel of Nuveen. |
| |
|
|
|
Rachael
Zufall
8500
Andrew Carnegie Blvd.
Charlotte,
NC 28262
1973 |
|
Vice
President
and Assistant
Secretary |
|
Term—Indefinite
Length of
Service—
Since
2022 |
|
Managing
Director and Assistant Secretary of Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary
of the CREF Accounts, TIAA Separate Account VA-1, TIAA-CREF Funds and TIAA-CREF Life Funds; Managing Director, Associate
General Counsel and Assistant Secretary of Teacher Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director of Nuveen,
LLC and of TIAA. |
Board
Leadership Structure and Risk Oversight
The
Board oversees the operations and management of the Fund, including the duties performed for the Fund by Nuveen Fund Advisors. The Board
has adopted a unitary board structure. A unitary board consists of one group of trustees who serves on the board of every fund in the
complex. In adopting a unitary board structure, the Trustees seek to provide effective governance through establishing a board the overall
composition of which will, as a body, possess the appropriate skills, diversity (including, among other things, gender, race and ethnicity),
independence and experience to oversee the Fund’s business. With this overall framework in mind, when the Board, through its Nominating
and Governance Committee discussed below, seeks nominees for the Board, the Trustees consider not only the candidate’s particular
background, skills and experience, among other things, but also whether such background, skills and experience enhance the Board’s
diversity and at the same time complement the Board given its current composition and the mix of skills and experiences of the incumbent
Trustees. The Nominating and Governance Committee believes that the Board generally benefits from diversity of background (including,
among other things, gender, race and ethnicity), skills, experience and views among Trustees, and considers this a factor in evaluating
the composition of the Board, but has not adopted any specific policy on diversity or any particular definition of diversity.
The
Board believes the unitary board structure enhances good and effective governance, particularly given the nature of the structure of
the investment company complex. Funds in the same complex generally are served by the same service providers and personnel and are governed
by the same regulatory scheme which raises common issues that must be addressed by the Trustees across the fund complex (such as compliance,
valuation, liquidity, brokerage, trade allocation or risk management). The Board believes it is more efficient to have a single board
review and oversee common policies and procedures which increases the Board’s knowledge and expertise with respect to the many
aspects of fund operations that are complex-wide in nature. The unitary structure also enhances the Board’s influence and oversight
over Nuveen Fund Advisors and other service providers.
In
an effort to enhance the independence of the Board, the Board also has Co-Chairs that are Independent Trustees. The Board
recognizes that a chair can perform an important role in setting the agenda for the Board, establishing the boardroom culture, establishing
a point person on behalf of the Board for Fund management and reinforcing the Board’s focus on the long-term interests of shareholders.
The Board recognizes that a chair may be able to better perform these functions without any conflicts of interests arising from a position
with Fund management. Accordingly, the Trustees have elected Mr. Kenny to serve as an independent Co-Chair of the Board for a one-year
term expiring on December 31, 2024, Mr. Toth to serve as an independent Co-Chair of the Board for a six-month term ending
on June 30, 2024, and Mr. Young to serve as an independent Co-Chair of the Board for six-month term from July 1, 2024 through December
31, 2024. Pursuant to the Fund’s By-Laws, the Co-Chairs shall perform all duties incident to the office of Chair of
the Board and such other duties as from time to time may be assigned to him or her by the Trustees or the By-Laws. Specific
responsibilities of the Co-Chairs include (i) coordinating with fund management in the preparation of the agenda for each meeting of
the Board; (ii) presiding at all meetings of the Board and of the shareholders; and (iii) serving as a liaison with other trustees,
the Trust’s officers and other fund management personnel, and counsel to the independent trustees.
Although
the Board has direct responsibility over various matters (such as advisory contracts and underwriting contracts), the Board also exercises
certain of its oversight responsibilities through several committees that it has established and which report back to the full Board.
The Board believes that a committee structure is an effective means to permit Trustees to focus on particular operations or issues affecting
the Nuveen Funds, including risk oversight. More specifically, with respect to risk oversight, the Board has delegated matters relating
to valuation, compliance and investment risk to certain committees (as summarized below). In addition, the Board believes that the periodic
rotation of Trustees among the different committees allows the Trustees to gain additional and different perspectives of the Fund’s
operations. The Board has established seven standing committees: the Executive Committee, the Dividend Committee, the Audit Committee,
the Compliance, Risk Management and Regulatory Oversight Committee, the Investment Committee, the Nominating and Governance Committee
and the Closed-End Funds Committee. The Board may also from time to time create ad hoc committees to focus on particular issues
as the need arises. The membership and functions of the standing committees are summarized below. For more information on the Board,
please visit www.nuveen.com/fundgovernance.
The
Executive Committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board. The
members of the Executive Committee are Mr. Kenny and Mr. Toth, Co-Chairs, Mr. Nelson and Mr. Young. On
July 1, 2024, Mr. Young will replace Mr. Toth as Co-Chair of the Executive Committee. During the fiscal year
ended December 31, 2023, the Executive Committee met [__] time.
The
Dividend Committee is authorized to declare distributions (with subsequent ratification by the Board) on each Nuveen Fund’s shares,
including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The Dividend Committee
operates under a written charter adopted and approved by the Board. The members of the Dividend Committee are Mr. Thornton, Chair,
Ms. Lancellotta, Mr. Nelson and Mr. Starr. During the fiscal year ended December 31, 2023, the Dividend Committee met
[__] times.
The
Board has an Audit Committee, in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “1934 Act”)
that is composed of Independent Trustees who are also “independent” as that term is defined in the listing standards pertaining
to closed-end funds of the NYSE. The Audit Committee assists the Board in: the oversight and monitoring of the accounting and
financial reporting policies, processes and practices of the Nuveen Funds, and the audits of the financial statements of the Nuveen Funds;
the quality and integrity of the financial statements of the Nuveen Funds; the Nuveen Funds’ compliance with legal and regulatory
requirements relating to the Nuveen Funds’ financial statements; the independent auditors’ qualifications, performance and
independence; and the Valuation Policy of the Nuveen Funds and the internal valuation group of Nuveen Fund Advisors, as valuation designee
for the Nuveen Funds. It is the responsibility of the Audit Committee to select, evaluate and replace any independent auditors (subject
only to Board approval and, if applicable, shareholder ratification) and to determine their compensation. The Audit Committee is also
responsible for, among other things, overseeing the valuation of securities comprising the Nuveen Funds’ portfolios. The Audit
Committee is also primarily responsible for the oversight of the Valuation Policy and actions taken by Nuveen Fund Advisors, as valuation
designee of the Funds, though its internal valuation group, which provides regular reports to the Audit Committee, reviews any issues
relating to the valuation of the Nuveen Funds’ securities brought to its attention and considers the risks to the Nuveen Funds
in assessing the possible resolutions to these matters. The Audit Committee may also consider any financial risk exposures for the Nuveen
Funds in conjunction with performing its functions.
To
fulfill its oversight duties, the Audit Committee regularly meets with Fund management to discuss the Nuveen Funds’ annual and
semi-annual reports and has regular meetings with the external auditors for the Nuveen Funds and Nuveen Fund Advisors internal audit
group. In assessing financial risk disclosure, the Audit Committee also may review, in a general manner, the processes the Board or
other Board committees have in place with respect to risk assessment and risk management as well as compliance with legal and regulatory
matters relating to the Nuveen Funds’ financial statements. The Audit Committee operates under a written Audit Committee Charter
(the “Charter”) adopted and approved by the Board, which Charter conforms to the listing standards of the NYSE. Members
of the Audit Committee are independent (as set forth in the Charter) and free of any relationship that, in the opinion of the Trustees,
would interfere with their exercise of independent judgment as an Audit Committee member. The members of the Audit Committee are Mr. Nelson,
Chair, Mr. Moschner, Mr. Starr, Ms. Wolff and Mr. Young, each of whom is an Independent Trustee of the Nuveen Funds.
Mr. Moschner, Mr. Nelson, Mr. Starr and Mr. Young have each been designated as an “audit committee financial
expert” as defined by the rules of the SEC. A copy of the Charter is available at https://www.nuveen.com/fund-governance. During
the fiscal year ended December 31, 2023, the Audit Committee met [__] times.
The
Compliance, Risk Management and Regulatory Oversight Committee (the “Compliance Committee”) is responsible for the oversight
of compliance issues, risk management and other regulatory matters affecting the Nuveen Funds that are not otherwise under or within
the jurisdiction of the other committees. The Board has adopted and periodically reviews policies and procedures designed to address
the Nuveen Funds’ compliance and risk matters. As part of its duties, the Compliance Committee: reviews the policies and procedures
relating to compliance matters and recommends modifications thereto as necessary or appropriate to the full Board; develops new policies
and procedures as new regulatory matters affecting the Nuveen Funds arise from time to time; evaluates or considers any comments or reports
from examinations from regulatory authorities and responses thereto; and performs any special reviews, investigations or other oversight
responsibilities relating to risk management, compliance and/or regulatory matters as requested by the Board.
In
addition, the Compliance Committee is responsible for risk oversight, including, but not limited to, the oversight of general risks related
to investments which are not reviewed by other committees, such as liquidity and derivatives usage; risks related to product structure
elements, such as leverage; techniques that may be used to address the foregoing risks, such as hedging and swaps and Fund operational
risk and risks related to the overall operation of the TIAA/Nuveen enterprise and, in each case, the controls designed to address or
mitigate such risks. In assessing issues brought to the Compliance Committee’s attention or in reviewing a particular policy, procedure,
investment technique or strategy, the Compliance Committee evaluates the risks to the Nuveen Funds in adopting a particular approach
or resolution compared to the anticipated benefits to the Nuveen Funds and their shareholders. In fulfilling its obligations, the Compliance
Committee meets on a quarterly basis. The Compliance Committee receives written and oral reports from the Fund’s Chief Compliance
Officer (“CCO”) and meets privately with the CCO at each of its quarterly meetings. The CCO also provides an annual report
to the full Board regarding the operations of the Nuveen Funds’ and other service providers’ compliance programs as well
as any recommendations for modifications thereto. Certain matters not addressed at the committee level are addressed by another committee
or directly by the full Board. The Compliance Committee operates under a written charter adopted and approved by the Board. The members
of the Compliance Committee are Ms. Wolff, Chair, Mr. Kenny, Ms. Lancellotta, Ms. Medero, Mr. Thornton and Mr. Toth.
During the fiscal year ended December 31, 2023, the Compliance Committee met [__] times.
The
Nominating and Governance Committee is responsible for seeking, identifying and recommending to the Board qualified candidates for election
or appointment to the Board. In addition, the Nominating and Governance Committee oversees matters of corporate governance, including
the evaluation of Board performance and processes, the assignment and rotation of committee members, and the establishment of corporate
governance guidelines and procedures, to the extent necessary or desirable, and matters related thereto. The Nominating and Governance
Committee recognizes that, as demands on the Board evolve over time (such as through an increase in the number of funds overseen or an
increase in the complexity of the issues raised), the Nominating and Governance Committee must continue to evaluate the Board and committee
structures and their processes and modify the foregoing as may be necessary or appropriate to continue to provide effective governance.
Accordingly, the Nominating and Governance Committee has a separate meeting each year to, among other things, review the Board and committee
structures, their performance and functions, and recommend any modifications thereto or alternative structures or processes that would
enhance the Board’s governance of the Nuveen Funds.
In
addition, the Nominating and Governance Committee, among other things: makes recommendations concerning the continuing education of
Trustees; monitors performance of legal counsel; establishes and monitors a process by which security holders are able to communicate
in writing with Trustees; and periodically reviews and makes recommendations about any appropriate changes to Trustee compensation.
In the event of a vacancy on the Board, the Nominating and Governance Committee receives suggestions from various sources, including
shareholders, as to suitable candidates. Suggestions should be sent in writing to William Siffermann, Manager of Fund Board Relations,
Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. The Nominating and Governance Committee sets appropriate standards and requirements
for nominations for new Trustees and each nominee is evaluated using the same standards. However, the Nominating and Governance Committee
reserves the right to interview any and all candidates and to make the final selection of any new Trustees. In considering a candidate’s
qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability (including
the time requirements for due diligence meetings with sub-advisers and service providers) and, if qualifying as an Independent Trustee
candidate, independence from Nuveen Fund Advisors, sub-advisers, underwriters and other service providers, including any affiliates
of these entities. These skill and experience requirements may vary depending on the current composition of the Board, since the goal
is to ensure an appropriate range of skills, diversity and experience, in the aggregate. Accordingly, the particular factors considered
and weight given to these factors will depend on the composition of the Board and the skills and backgrounds of the incumbent Trustees
at the time of consideration of the nominees. All candidates, however, must meet high expectations of personal integrity, independence,
governance experience and professional competence. All candidates must be willing to be critical within the Board and with Fund management
and yet maintain a collegial and collaborative manner toward other Trustees. The Nominating and Governance Committee operates under
a written charter adopted and approved by the Board, a copy of which is available on the Funds’ website at https://www.nuveen.com/fund-governance,
and is composed entirely of Independent Trustees, who are also “independent” as defined by NYSE listing standards. Accordingly,
the members of the Nominating and Governance Committee are Mr. Kenny and Mr. Toth, Co-Chairs, Ms. Lancellotta, Ms. Medero, Mr. Moschner,
Mr. Nelson, Mr. Starr, Mr. Thornton, Ms. Wolff and Mr. Young. On July 1, 2024, Mr. Young will replace Mr. Toth as Co-Chair of the Nominating
and Governance Committee. During the fiscal year ended December 31, 2023, the Nominating and Governance Committee met [__] times.
The
Investment Committee is responsible for the oversight of Nuveen Fund performance, investment risk management and other portfolio-related
matters affecting the Nuveen Funds which are not otherwise the jurisdiction of the other Board committees. As part of such oversight,
the Investment Committee reviews each Nuveen Fund’s investment performance and investment risks, which may include, but is not
limited to, an evaluation of Nuveen Fund performance relative to investment objectives, benchmarks and peer group; a review of risks
related to portfolio investments, such as exposures to particular issuers, market sectors, or types of securities, as well as consideration
of other factors that could impact or are related to Nuveen Fund performance; and an assessment of Nuveen Fund objectives, policies and
practices as such may relate to Nuveen Fund performance. In assessing issues brought to the committee’s attention or in reviewing
an investment policy, technique or strategy, the Investment Committee evaluates the risks to the Nuveen Funds in adopting or recommending
a particular approach or resolution compared to the anticipated benefits to the Nuveen Funds and their shareholders.
In
fulfilling its obligations, the Investment Committee receives quarterly reports from the investment oversight and the investment risk
groups at Nuveen. Such groups also report to the full Board on a quarterly basis and the full Board participates in further discussions
with fund management at its quarterly meetings regarding matters relating to Nuveen Fund performance and investment risks, including
with respect to the various drivers of performance and Nuveen Fund use of leverage and hedging. Accordingly, the Board directly and/or
in conjunction with the Investment Committee oversees the investment performance and investment risk management of the Nuveen Funds.
The Investment Committee operates under a written charter adopted and approved by the Board. This committee is composed of the independent
Trustees of the Nuveen Funds. Accordingly, the members of the Investment Committee are Ms. Lancellotta, Chair, Mr. Kenny, Ms. Medero,
Mr. Moschner, Mr. Nelson, Mr. Starr, Mr. Thornton, Mr. Toth, Ms. Wolff and Mr. Young. During the fiscal year ended December 31, 2023,
the Investment Committee met [__] times.
The
Closed-End Funds Committee is responsible for assisting the Board in the oversight and monitoring of the Nuveen funds that are registered
as closed-end management investment companies (“Closed-End Funds”). The Closed-End Funds Committee may review and evaluate
matters related to the formation and the initial presentation to the Board of any new Closed-End Fund and may review and evaluate any
matters relating to any existing Closed-End Fund. The Closed-End Funds Committee receives updates on the secondary closed-end fund market
and evaluates the premiums and discounts of the Nuveen closed-end funds, including the Fund, at each quarterly meeting. The Closed-End
Funds Committee reviews, among other things, the premium and discount trends in the broader closed-end fund market, by asset category
and by closed-end fund; the historical total return performance data for the Nuveen closed-end funds, including the Fund, based on net
asset value and price over various periods; the volatility trends in the market; the use of leverage by the Nuveen closed-end funds,
including the Fund; the distribution data of the Nuveen closed-end funds, including the Fund, and as compared to peer averages; and a
summary of common share issuances, if any, and share repurchases, if any, during the applicable quarter by the Nuveen closed-end funds,
including the Fund. The Closed-End Funds Committee regularly engages in more in-depth discussions of premiums and discounts of the Nuveen
closed-end funds. Additionally, the Closed-End Funds Committee members participate in in-depth workshops to explore, among other things,
actions to address discounts of the Nuveen closed-end funds, potential share repurchases and available leverage strategies and their
use. The Closed-End Funds Committee operates under a written charter adopted and approved by the Board. The members of the Closed-End
Funds Committee are Mr. Moschner, Chair, Mr. Kenny, Ms. Lancellotta, Mr. Nelson, Mr. Starr, Mr. Toth, Ms. Wolff and Mr. Young. During
the fiscal year ended December 31, 2023, the Closed-End Funds Committee met [__] times.
Board
Diversification and Trustee Qualifications
Listed
below for each current Trustee are the experiences, qualifications, attributes and skills that led to the conclusion, as of the date
of this document, that each current Trustee should serve as a trustee of the Fund.
Thomas
J. Kenny. Mr. Kenny has been a board member of the mutual funds advised by Teachers Advisors, LLC that are series of the
TIAA-CREF Funds and the TIAA-CREF Life Funds (each such board member, a “TC Board Member”) since 2011. Mr. Kenny served as
an Advisory Director (2010-2011), Partner (2004-2010), Managing Director (1999-2004) and Co-Head (2002-2010) of Goldman Sachs Asset Management’s
Global Cash and Fixed Income Portfolio Management team, having worked at Goldman Sachs since 1999. Mr. Kenny is a Director and the Chair
of the Finance and Investment Committee of Aflac Incorporated and a Director of ParentSquare. He is a Former Director and Finance Committee
Chair for the Sansum Clinic; former Advisory Board Member, B’Box; former Member of the University of California at Santa Barbara
Arts and Lectures Advisory Council; former Investment Committee Member at Cottage Health System; and former President of the Board of
Crane Country Day School. Mr. Kenny previously served on the Board of Trustees (2011-2023) and as Chairman (2017-2023) for the College
Retirement Equities Fund and on the Management Committee (2011-2023) and as Chairman (2017-2023) for TIAA Separate Account VA-1. He received
a B.A. from the University of California, Santa Barbara, and an M.S. from Golden Gate University. He also is a Chartered Financial Analyst.
Amy
B. R. Lancellotta. After 30 years of service, Ms. Lancellotta retired at the end of 2019 from the Investment Company Institute
(“ICI”), which represents regulated investment companies on regulatory, legislative and securities industry initiatives that
affect funds and their shareholders. From November 2006 until her retirement, Ms. Lancellotta served as Managing Director of ICI’s
Independent Directors Council (“IDC”), which supports fund independent directors in fulfilling their responsibilities to
promote and protect the interests of fund shareholders. At IDC, Ms. Lancellotta was responsible for all ICI and IDC activities relating
to the fund independent director community. In conjunction with her responsibilities, Ms. Lancellotta advised and represented IDC, ICI,
independent directors and the investment company industry on issues relating to fund governance and the role of fund directors. She also
directed and coordinated IDC’s education, communication, governance and policy initiatives. Prior to serving as Managing Director
of IDC, Ms. Lancellotta held various other positions with ICI beginning in 1989. Before joining ICI, Ms. Lancellotta was an associate
at two Washington, D.C. law firms. In addition, since 2020, she has been a member of the Board of Directors of the Jewish Coalition Against
Domestic Abuse (JCADA), an organization that seeks to end power-based violence, empower survivors and ensure safe communities. Ms. Lancellotta
received a B.A. degree from Pennsylvania State University in 1981 and a J.D. degree from the National Law Center, George Washington University
(currently known as “George Washington University Law School”) in 1984. Ms. Lancellotta joined the Board in 2021.
Joanne
T. Medero. Ms. Medero has over 30 years of financial services experience and, most recently, from December 2009 until
her retirement in July 2020, she was a Managing Director in the Government Relations and Public Policy Group at BlackRock, Inc. (“BlackRock”).
From July 2018 to July 2020, she was also Senior Advisor to BlackRock’s Vice Chairman, focusing on public policy and corporate
governance issues. In 1996, Ms. Medero joined Barclays Global Investors (“BGI”), which merged with BlackRock in 2009.
At BGI, she was a Managing Director and served as Global General Counsel and Corporate Secretary until 2006. Then, from 2006 to 2009,
Ms. Medero was a Managing Director and Global Head of Government Relations and Public Policy at Barclays Group (IBIM), where she
provided policy guidance and directed legislative and regulatory advocacy programs for the investment banking, investment management
and wealth management businesses. Before joining BGI, Ms. Medero was a Partner at Orrick, Herrington & Sutcliffe LLP from
1993 to 1995, where she specialized in derivatives and financial markets regulation issues. Additionally, she served as General Counsel
of the Commodity Futures Trading Commission (the “CFTC”) from 1989 to 1993 and, from 1986 to 1989, she was Deputy Associate
Director/Associate Director for Legal and Financial Affairs at The White House Office of Presidential Personnel. Further, from 2006 to
2010, Ms. Medero was a member of the CFTC Global Markets Advisory Committee and she has been actively involved in financial industry
associations, serving as Chair of the Steering Committee of the SIFMA (Securities Industry and Financial Markets Association) Asset Management
Group (2016-2018) and Chair of the CTA (Commodity Trading Advisor), CPO (Commodity Pool Operator) and Futures Committee of the Managed
Funds Association (2010-2012). Ms. Medero also chaired the Corporations, Antitrust and Securities Practice Group of The Federalist
Society for Law and Public Policy (from 2010 to 2022 and 2000 to 2002). In addition, since 2019, she has been a member of the Board of
Directors of the Baltic-American Freedom Foundation, which seeks to provide opportunities for citizens of the Baltic states to gain education
and professional development through exchanges in the United States. Ms. Medero received a B.A. degree from St. Lawrence University
in 1975 and a J.D. degree from George Washington University Law School in 1978. Ms. Medero joined the Board in 2021.
Albin
F. Moschner. Mr. Moschner is a consultant in the wireless industry and, in July 2012, founded Northcroft Partners,
LLC, a management consulting firm that provides operational, management and governance solutions. Prior to founding Northcroft Partners,
LLC, Mr. Moschner held various positions at Leap Wireless International, Inc., a provider of wireless services, where he was a consultant
from February 2011 to July 2012, Chief Operating Officer from July 2008 to February 2011, and Chief Marketing Officer from August 2004
to June 2008. Before he joined Leap Wireless International, Inc., Mr. Moschner was President of the Verizon Card Services division
of Verizon Communications, Inc. from 2000 to 2003, and President of One Point Services at One Point Communications from 1999 to 2000.
Mr. Moschner also served at Zenith Electronics Corporation as Director, President and Chief Executive Officer from 1995 to 1996,
and as Director, President and Chief Operating Officer from 1994 to 1995. Mr. Moschner was formerly Chairman (2019) and a member
of the Board of Directors (2012-2019) of USA Technologies, Inc. and, from 1996 until 2016, he was a member of the Board of Directors
of Wintrust Financial Corporation. In addition, he is emeritus (since 2018) of the Advisory Boards of the Kellogg School of Management
(1995-2018) and the Archdiocese of Chicago Financial Council (2012-2018). Mr. Moschner received a Bachelor of Engineering degree
in Electrical Engineering from The City College of New York in 1974 and a Master of Science degree in Electrical Engineering from Syracuse
University in 1979. Mr. Moschner joined the Board in 2016.
John
K. Nelson. Mr. Nelson formerly served on the Board of Directors of Core12, LLC from 2008 to 2023, a private firm which
develops branding, marketing, and communications strategies for clients. Mr. Nelson has extensive experience in global banking and
markets, having served in several senior executive positions with ABN AMRO Holdings N.V. and its affiliated entities and predecessors,
including LaSalle Bank Corporation from 1996 to 2008, ultimately serving as Chief Executive Officer of ABN AMRO N.V. North America. During
his tenure at the bank, he also served as Global Head of its Financial Markets Division, which encompassed the bank’s Currency,
Commodity, Fixed Income, Emerging Markets, and Derivatives businesses. He was a member of the Foreign Exchange Committee of the Federal
Reserve Bank of the United States and during his tenure with ABN AMRO served as the bank’s representative on various committees
of The Bank of Canada, European Central Bank, and The Bank of England. Mr. Nelson previously served as a senior, external advisor
to the financial services practice of Deloitte Consulting LLP (2012-2014). At Fordham University, he served as a director of The President’s
Council (2010-2019) and previously served as a director of The Curran Center for Catholic American Studies (2009-2018). He served as
a trustee and Chairman of The Board of Trustees of Marian University (2011-2013). Mr. Nelson is a graduate of Fordham University,
holding a BA in Economics and an MBA in Finance. Mr. Nelson joined the Board in 2013.
Loren
M. Starr. Mr. Starr has been a TC Board Member since 2022. Mr. Starr was Vice Chair, Senior Managing Director from 2020
to 2021, and Chief Financial Officer, Senior Managing Director from 2005 to 2020, for Invesco Ltd. Mr. Starr is also a Director and member
of the Audit Committee for AMG. He is former Chair and member of the Board of Directors, Georgia Leadership Institute for School Improvement
(GLISI); former Chair and member of the Board of Trustees, Georgia Council on Economic Education (GCEE). Mr. Starr previously served
on the Board of Trustees for the College Retirement Equities Fund and on the Management Committee for TIAA Separate Account VA-1 (2022-2023).
Mr. Starr received a B.A. and a B.S. from Columbia College, an M.B.A. from Columbia Business School, and an M.S. from Carnegie Mellon
University.
Matthew
Thornton III. Mr. Thornton has over 40 years of broad leadership and operating experience from his career with FedEx Corporation
(“FedEx”), which, through its portfolio of companies, provides transportation, e-commerce and business services. In November
2019, Mr. Thornton retired as Executive Vice President and Chief Operating Officer of FedEx Freight Corporation (FedEx Freight), a subsidiary
of FedEx, where, from May 2018 until his retirement, he had been responsible for day-to-day operations, strategic guidance, modernization
of freight operations and delivering innovative customer solutions. From September 2006 to May 2018, Mr. Thornton served as Senior Vice
President, U.S. Operations at Federal Express Corporation (FedEx Express), a subsidiary of FedEx. Prior to September 2006, Mr. Thornton
held a range of positions of increasing responsibility with FedEx, including various management positions. In addition, Mr. Thornton
currently (since 2014) serves on the Board of Directors of The Sherwin-Williams Company, where he is a member of the Audit Committee
and the Nominating and Corporate Governance Committee, and the Board of Directors of Crown Castle International (since 2020), where he
is a member of the Strategy Committee and the Compensation Committee. Formerly (2012-2018), he was a member of the Board of Directors
of Safe Kids Worldwide®, a non-profit organization dedicated to the prevention of childhood injuries. Mr. Thornton is
a member (since 2014) of the Executive Leadership Council (ELC), the nation’s premier organization of global black senior executives.
He is also a member of the National Association of Corporate Directors (NACD). Mr. Thornton has been recognized by Black Enterprise on
its 2017 list of the Most Powerful Executives in Corporate America and by Ebony on its 2016 Power 100 list of the world’s most
influential and inspiring African Americans. Mr. Thornton received a B.B.A. degree from the University of Memphis in 1980 and an M.B.A.
from the University of Tennessee in 2001. Mr. Thornton joined the Board in 2020.
Terence
J. Toth. Mr. Toth, the Nuveen Funds’ Independent Co-Chair, was a Co-Founding Partner of Promus Capital (2008-2017).
From 2012 to 2021, he was a Director of Quality Control Corporation, from 2008 to 2013, he was a Director of Legal & General Investment
Management America, Inc. From 2004 to 2007, he was Chief Executive Officer and President of Northern Trust Global Investments, and Executive
Vice President of Quantitative Management & Securities Lending from 2000 to 2004. He also formerly served on the Board of the Northern
Trust Mutual Funds. He joined Northern Trust in 1994 after serving as Managing Director and Head of Global Securities Lending at Bankers
Trust (1986 to 1994) and Head of Government Trading and Cash Collateral Investment at Northern Trust from 1982 to 1986. He currently
serves as Chair of the Board of the Kehrein Center for the Arts (since 2021) and is on the Board of Catalyst Schools of Chicago since
2008. He is on the Mather Foundation Board since 2012 and was Chair of its Investment Committee from 2017 to 2022 and previously served
as a Director of LogicMark LLC (2012-2016) and of Fulcrum IT Service LLC (2010-2019). Mr. Toth graduated with a Bachelor of Science degree
from the University of Illinois, and received his MBA from New York University. In 2005, he graduated from the CEO Perspectives Program
at Northwestern University. Mr. Toth joined the Board in 2008.
Margaret
L. Wolff. Ms. Wolff retired from Skadden, Arps, Slate, Meagher & Flom LLP in 2014 after more than 30 years of providing
client service in the Mergers & Acquisitions Group. During her legal career, Ms. Wolff devoted significant time to advising boards
and senior management on U.S. and international corporate, securities, regulatory and strategic matters, including governance, shareholder,
fiduciary, operational and management issues. Ms. Wolff has been a trustee of New York-Presbyterian Hospital since 2005 and, since 2004,
she has served as a trustee of The John A. Hartford Foundation (a philanthropy dedicated to improving the care of older adults) where
she formerly served as Chair from 2015 to 2022. From 2013 to 2017, she was a Board member of Travelers Insurance Company of Canada and
The Dominion of Canada General Insurance Company (each of which is a part of Travelers Canada, the Canadian operation of The Travelers
Companies, Inc.). From 2005 to 2015, she was a trustee of Mt. Holyoke College and served as Vice Chair of the Board from 2011 to 2015.
Ms. Wolff received her Bachelor of Arts from Mt. Holyoke College and her Juris Doctor from Case Western Reserve University School of
Law. Ms. Wolff joined the Board in 2016.
Robert
L. Young. Mr. Young 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
Consultants
Effective
January 1, 2024, the Board invited Joseph A. Boateng and Michael A. Forrester to serve as consultants to the Board. Each of Mr. Boateng
and Mr. Forrester currently serves as a member of the boards of certain other funds in the Fund Complex. Mr. Boateng and Mr. Forrester
are compensated by the Fund pursuant to a consulting agreement. Biographical information for Mr. Boateng and Mr. Forrester
is as follows:
Joseph
A. Boateng. Mr. Boateng has been a TC Board Member 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 (2018-2023)
and on the Management Committee for TIAA Separate Account VA-1 (2019-2023). Mr. Boateng received a B.S. from the University of Ghana
and an M.B.A. from the University of California, Los Angeles.
Michael
A. Forrester. Mr. Forrester has been a TC Board Member 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 (2007-2023). Mr. Forrester has a B.A. from Washington and Lee University.
Share
Ownership
The
following table sets forth the dollar range of equity securities beneficially owned by each Trustee as of December
31, 2023:
| |
|
|
|
|
Independent
Trustees |
|
Dollar Range
of Equity
Securities
in the Fund |
|
Aggregate Dollar Range
of Equity Securities in
All Registered
Investment Companies
Overseen by Trustees in
Family of Investment
Companies1 |
| |
|
|
| Thomas
J. Kenny2 |
|
[__] |
|
Over $100,000 |
| |
|
|
| Amy
B. R. Lancellotta |
|
[__] |
|
Over
$100,000 |
| |
|
|
| Joanne
T. Medero |
|
[__] |
|
Over
$100,000 |
| |
|
|
| Albin
F. Moschner |
|
[__] |
|
Over
$100,000 |
| |
|
|
| John
K. Nelson |
|
[__] |
|
Over
$100,000 |
| |
|
|
| Loren
M. Starr2 |
|
[__] |
|
Over
$100,000 |
| |
|
|
| Matthew
Thornton III |
|
[__] |
|
Over
$100,000 |
| |
|
|
| Terence
J. Toth |
|
[__] |
|
Over
$100,000 |
| |
|
|
| Margaret
L. Wolff |
|
[__] |
|
Over
$100,000 |
| |
|
|
| Robert
L. Young |
|
[__] |
|
Over
$100,000 |
| 1 |
“Aggregate
Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies”
for Mr. Kenny and Mr. Starr includes holdings in College Retirement Equities Fund (“CREF”) and TIAA Separate
Account VA-1 (“VA-1”), as each was a member of the board and management committee of CREF and VA-1, respectively,
as of December 31, 2023. |
| 2 |
Mr. Kenny
and Mr. Starr were elected to the Board of Trustees of the Nuveen Funds effective January 1, 2024. Information regarding
their holdings in the Fund is not presented because they were not trustees of the Fund as of December 31, 2023. |
The
table below presents information on Trustees who own securities in companies (other than registered investment companies) that are advised
by entities that are under common control with the Fund’s investment adviser as of [___], 20[_]:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee |
|
Name of
Owners/Relationships
to
Trustee |
|
Companies(1) |
|
Title of
Class |
|
Value
of
Securities(2) |
|
|
Percent of
Class(3) |
|
| [Thomas
J. Kenny] |
|
[__] |
|
[___] |
|
[__] |
|
$ |
[___] |
|
|
|
[___] |
% |
| |
|
|
|
|
|
| (1) |
Nuveen
Fund Advisors, as well as the investment advisers to these Companies, are indirectly commonly controlled by Nuveen, LLC. |
| (2) |
These
amounts reflect the current value of holdings as of [___]. As of the date of this SAI, that is the most recent information available
regarding the Companies. |
| (3) |
These
percentages reflect the overall amount committed to invest in the Companies, not current ownership percentages. |
| (4) |
[Mr. Kenny]
owns [__]% of [___]. |
As
of [___], the officers and Trustees as a group beneficially owned less than 1% of any class of the Fund’s outstanding securities.
Other than as noted in the table above, as of [___], none of the independent Trustees or their immediate family members owned, beneficially,
or of record, any security of Nuveen Fund Advisors, Nuveen Asset Management or Nuveen Investments (or any entity controlled by or under
common control with Nuveen Fund Advisors, Nuveen Asset Management or Nuveen Investments).
Control
Persons and Principal Holders of Common Shares
As
of [___], no shareholders owned of record, or were known by the Fund to own of record or beneficially, five percent or more of any class
of shares of the Fund. Nuveen Investments (or any entity controlled by or under common control with Nuveen Fund Advisors, Nuveen Asset
Management or Nuveen Investments).
Control
Persons and Principal Holders of Common Shares
As
of [ ], no shareholders owned of record, or were known by the Fund to own of record or beneficially, five percent or more
of any class of shares of the Fund.
Compensation
The
following table shows, for each Independent Trustee, (1) the aggregate compensation paid by the Fund for its fiscal year ended December
31, 2023, (2) the amount of total compensation paid by the Fund that has been deferred and (3) the total compensation paid to each Trustee
by the Nuveen Funds during the calendar year ended December 31, 2023. The Fund does not have a retirement or pension plan. The officers
and Trustees affiliated with Nuveen Investments serve without any compensation from the Fund. Certain of the Nuveen Funds have a deferred
compensation plan (the “Compensation Plan”) that permits any Trustee who is not an “interested person” of certain
Nuveen Funds to elect to defer receipt of all or a portion of his or her compensation as a Trustee. The deferred compensation of a participating
Trustee is credited to the book reserve account of a Nuveen Fund when the compensation would otherwise have been paid to the Trustee.
The value of the Trustee’s deferral account at any time is equal to the value that the account would have had if contributions
to the account had been invested and reinvested in shares of one or more of the eligible Nuveen Funds. At the time for commencing distributions
from a Trustee’s deferral account, the Trustee may elect to receive distributions in a lump sum or over a period of five years.
The Fund will not be liable for any other Nuveen Fund’s obligations to make distributions under the Compensation Plan.
| | |
Aggregate Compensation
from Fund(1) | |
Amount of Total Compensation From the Fund That Has Been Deferred(2) | |
Total Compensation from Fund and Fund Complex(3) |
| Joseph A. Boateng(4) | |
$ | — | | |
$ | — | | |
$ | 455,000 | |
| Michael A. Forrester(4) | |
$ | — | | |
$ | — | | |
$ | 465,000 | |
| Thomas J. Kenny(4) | |
$ | — | | |
$ | — | | |
$ | 606,000 | |
| Amy B.R. Lancellotta | |
$ | 672 | | |
$ | 237 | | |
$ | 437,838 | |
| Joanne T. Medero | |
$ | 574 | | |
$ | 294 | | |
$ | 428,445 | |
| Albin F. Moschner | |
$ | 725 | | |
$ | — | | |
$ | 487,000 | |
| John K. Nelson | |
$ | 751 | | |
$ | — | | |
$ | 374,850 | |
| Loren M. Starr(4) | |
$ | — | | |
$ | — | | |
$ | 425,000 | |
| Matthew Thornton III | |
$ | 715 | | |
$ | — | | |
$ | 430,000 | |
| Terence J. Toth | |
$ | 796 | | |
$ | — | | |
$ | 590,850 | |
| Margaret L. Wolff | |
$ | 648 | | |
$ | 337 | | |
$ | 483,967 | |
| Robert L. Young | |
$ | 792 | | |
$ | 552 | | |
$ | 496,760 | |
| (1) |
The
compensation paid, including deferred amounts, to the independent Directors for the fiscal year ended December 31, 2023 for services
to the Fund. |
| (2) |
Pursuant
to a deferred compensation agreement with certain of the Nuveen Funds, deferred amounts are treated as though an equivalent dollar
amount has been invested in shares of one or more eligible Nuveen Funds. Total deferred fees for the Fund (including the return from
the assumed investment in the eligible Nuveen Funds) payable are stated above. |
| (3) |
Based
on the compensation paid (including any amounts deferred) for the calendar year ended December 31, 2023 for services to the
Nuveen open-end and closed-end funds. Because the funds in the Fund Complex have different fiscal year ends,
the amounts shown in this column are presented on a calendar year basis. |
| (4) |
Messrs.
Boateng, Forrester, Kenny, and Starr were appointed to the Board, effective January 1, 2024. |
Prior
to January 1, 2024, Independent Trustees received a $210,000 annual retainer, plus they received (a) a fee of $7,250 per day for
attendance at regularly scheduled meetings of the Board; (b) a fee of $4,000 per meeting for attendance at special, non-regularly
scheduled Board meetings; (c) a fee of $2,500 per meeting for attendance at Audit Committee meetings, Closed-End Fund Committee
meetings and Investment Committee Meetings; (d) a fee of $5,000 per meeting for attendance at Compliance, Risk Management and
Regulatory Oversight Committee meetings; (e) a fee of $1,250 per meeting for attendance at Dividend Committee meetings; and (f) a
fee of $500 per meeting for attendance at all other committee meetings, and $100 per meeting when the Executive Committee acted as pricing
committee for IPOs, plus, in each case, expenses incurred in attending such meetings, provided that no fees were received for meetings
held on days on which regularly scheduled Board meetings were held. In addition to the payments described above, the Chair of the Board
received $140,000, and the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory
Oversight Committee, the Nominating and Governance Committee, the Closed-End Funds Committee and the Investment Committee received $20,000
each as additional retainers. Independent Trustees also received a fee of $5,000 per day for site visits to entities that provided services
to the Nuveen Funds on days on which no Board meeting were held. Per meeting fees for unscheduled Committee meetings or meetings of Ad
Hoc or Special Assignment Committees were determined by the Chair of such Committee based on the complexity or time commitment associated
with the particular meeting. The annual retainer, fees and expenses were allocated among the Nuveen Funds on the basis of relative net
assets, although management may have, in its discretion, established a minimum amount to be allocated to each fund. In certain instances,
fees and expenses were allocated only to those Nuveen Funds that were discussed at a given meeting.
Effective
January 1, 2024, Independent Trustees receive a $350,000 annual retainer, plus they receive (a) an annual retainer of $30,000 for
membership on the Audit Committee and Compliance, Risk Management and Regulatory Oversight Committee, respectively; and (b) an annual
retainer of $20,000 for membership on the Dividend Committee, Investment Committee, Nominating and Governance Committee and Open-End
Fund Committee, respectively. In addition to the payments described above, the Chair and/or Co-Chair of the Board receives $140,000 annually;
the Chair and/or Co-Chair of the Audit Committee and the Compliance, Risk Management and Regulatory Oversight Committee receives $30,000
annually; and the Chair and/or Co-Chair of the Dividend Committee, Investment Committee, Nominating and Governance Committee and the
Open-End Fund Committee receives $20,000 annually. Trustees will be paid either $1,000 or $2,500 for any ad hoc meetings of the Board
or its standing committees depending upon the meeting’s length and immediacy. For any special assignment committees, the Chair
and/or Co-Chair will be paid a quarterly fee of $1,250 and Trustees will be paid a quarterly fee of $5,000. The annual retainers, fees
and expenses of the Board are allocated among the funds in the Nuveen Fund Complex on the basis of relative net assets, although a minimum
amount may be established to be allocated to each fund. In certain instances fees and expenses will be allocated only to those funds
that are discussed at a given meeting.
Because
Mr. Kenny and Mr. Starr are new to the Board, they did not receive any compensation from the Nuveen Funds prior to January 1, 2024.
INVESTMENT
ADVISER, SUB-ADVISER AND PORTFOLIO MANAGERS
Investment
Adviser. Nuveen Fund Advisors, LLC, the Fund’s investment adviser, is responsible
for overseeing the Fund’s overall investment strategy and implementation. Nuveen Fund
Advisors offers advisory and investment management services to a broad range of investment
company clients. Nuveen Fund Advisors has overall responsibility for management of the Fund,
oversees the management of the Fund’s portfolio, manages the Fund’s business affairs
and provides certain clerical, bookkeeping and other administrative services. Nuveen Fund
Advisors is located at 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen Fund Advisors
is an
indirect
subsidiary of Nuveen, LLC (“Nuveen”), the investment management arm of Teachers Insurance and Annuity Association of America
(“TIAA”). TIAA is a life insurance company founded in 1918 by the Carnegie Foundation for the Advancement of Teaching and
is the companion organization of College Retirement Equities Fund. As of March 31, 2024, Nuveen managed approximately $1.2 trillion
in assets, of which approximately $143.2 billion was managed by Nuveen Fund Advisors.
Investment
Management Agreement and Related Fees. Pursuant to an investment management agreement
between Nuveen Fund Advisors and the Fund (the “Investment Management Agreement”),
the Fund has agreed to pay an annual management fee for the overall advisory and administrative
services and general office facilities provided by Nuveen Fund Advisors. The Fund’s
management fee is separated into two components—a complex-level component, based on
the aggregate amount of all fund assets managed by Nuveen Fund Advisors, and a specific fund-level
component, based only on the amount of assets within the Fund. This pricing structure enables
Nuveen fund shareholders to benefit from growth in the assets within each individual fund
as well as from growth in the amount of complex-wide assets managed by Nuveen Fund Advisors.
Fund-Level
Fee. The annual fund-level fee for the Fund, payable monthly, is calculated according
to the following schedule:
|
|
|
|
|
Average
Daily Managed Assets* |
|
Fund-Level
Fee Rate |
|
For
the first $500 million |
|
|
0.7500 |
% |
For
the next $500 million |
|
|
0.7250 |
% |
For
the next $500 million |
|
|
0.7000 |
% |
For
the next $500 million |
|
|
0.6750 |
% |
For
managed assets over $2 billion |
|
|
0.6500 |
% |
Complex-Level
Fee. The overall complex-level fee, payable monthly,
begins at a maximum rate of 0.1600% of the Fund’s average daily managed assets, with breakpoints for eligible complex-level assets above
$124.3 billion. Therefore, the maximum management fee rate for the Fund is the Fund-level fee plus 0.1600%. The current overall complex-level
fee schedule is as follows:
|
|
|
|
|
Complex-Level
Asset Breakpoint Level* |
|
Effective
Complex-Level
Fee Rate at
Breakpoint Level |
|
| For the first $124.3 billion |
|
|
0.1600 |
% |
| For the next $75.7 billion |
|
|
0.1350 |
% |
| For the next $200 billion |
|
|
0.1325 |
% |
| For eligible assets over $400 billion |
|
|
0.1300 |
% |
| |
|
|
|
|
| * |
The complex-level fee is calculated based upon the aggregate daily
“eligible assets” of all Nuveen-branded closed-end funds and Nuveen Mutual Funds. Except as described below, eligible assets
include the net assets of all Nuveen-branded closed-end funds and Nuveen Mutual Funds organized in the United States. Eligible assets
do not include the net assets of: Nuveen fund-of-funds, Nuveen money market funds, Nuveen index funds, Nuveen Large Cap Responsible Equity
Fund or Nuveen Life Large Cap Responsible Equity Fund. In addition, eligible assets include a fixed percentage of the aggregate net assets
of the active equity and fixed income Nuveen Mutual Funds advised by Teachers Advisors, LLC (“TAL”) (except those identified
above). Eligible assets will include all of the aggregate net assets of TAL-advised active equity and fixed income Nuveen Mutual Funds
(except those identified above) on May 1, 2033. Eligible assets include closed-end fund assets managed by Nuveen Fund Advisors that are
attributable to financial leverage. For these purposes, financial leverage includes the closed-end funds’ use of preferred stock
and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender
option bond (TOB) trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trust’s
issuance of floating rate securities, subject to an agreement by Nuveen Fund Advisors as to certain funds to limit the amount of such
assets for determining eligible assets in certain circumstances. |
As
of May 13, 2024, the complex-level fee rate for the Fund was 0.1575%.
The
following table sets forth the management fee paid by the Fund for the last three fiscal years:
|
|
|
|
|
|
|
|
|
|
|
Management
Fee Net of Expense
Reimbursement |
|
|
Expense
Reimbursement |
|
Fiscal
year ended December 31, 2021 |
|
$ |
2,408,706 |
|
|
$ |
— |
|
Fiscal
year ended December 31, 2022 |
|
$ |
2,101,776 |
|
|
$ |
— |
|
Fiscal
year ended December 31, 2023 |
|
$ |
1,873,902 |
|
|
$ |
— |
|
In
addition to the fee of Nuveen Fund Advisors, the Fund pays all other costs and expenses of its operations, including compensation
of its Directors (other than those affiliated with Nuveen Fund Advisors and Nuveen Asset Management), custodian, transfer agency
and dividend disbursing expenses, legal fees, expenses of independent auditors, expenses of repurchasing shares, expenses of
preparing, printing and distributing shareholder reports, notices, proxy statements and reports to governmental agencies and
taxes, if any. All fees and expenses are accrued daily and deducted before payment of dividends to investors.
A
discussion regarding the basis for the Board’s most recent approval of the Investment
Management Agreement for the Fund may be found in the Fund’s semi-annual report to shareholders
dated June 30 of each year.
Investment
Sub-Adviser. Pursuant to a sub-advisory agreement between Nuveen Fund Advisors and Nuveen
Asset Management (the “Sub-Advisory Agreement”), Nuveen Asset Management, LLC,
333 West Wacker Drive, Chicago, Illinois 60606, serves as the Fund’s sub-adviser. Nuveen
Asset Management, a registered investment adviser, is a wholly-owned subsidiary of Nuveen
Fund Advisors. Nuveen Asset Management oversees day-to-day operations and provides portfolio
management services to the Fund. Pursuant to the Sub-Advisory Agreement, Nuveen Asset Management
is compensated for the services it provides to the Fund with a portion of the management
fee Nuveen Fund Advisors receives from the Fund. Nuveen Fund Advisors and Nuveen Asset Management
retain the right to reallocate investment advisory responsibilities and fees between themselves
in the future.
Sub-Advisory
Agreement and Related Fees. Pursuant to the Sub-Advisory Agreement, Nuveen Asset Management receives from Nuveen Fund Advisors a
management fee equal to 50.0000% of the net management fee paid by the Fund to Nuveen Fund Advisors. Nuveen Fund Advisors and Nuveen
Asset Management retain the right to reallocate investment advisory responsibilities and fees between themselves in the future.
The
following table sets forth the management fee paid by Nuveen Fund Advisors to Nuveen Asset Management for the last three fiscal years:
|
|
|
|
|
|
|
Sub-Advisory
Fee Paid by Nuveen Fund Advisors to Nuveen Asset Management |
|
Fiscal
year ended December 31, 2021 |
|
$ |
1,204,353 |
|
Fiscal
year ended December 31, 2022 |
|
$ |
1,051,135 |
|
Fiscal
year ended December 31, 2023 |
|
$ |
936,951 |
|
A
discussion regarding the basis for the Board’s most recent approval of the Sub-Advisory Agreement for the Fund may be found in
the Fund’s semi-annual report to shareholders dated June 30 of each year.
Portfolio
Managers. Unless otherwise indicated, the information below is provided as of the date of this SAI.
Portfolio
Management. Max Kozlov, CFA, is a portfolio manager for Nuveen’s quantitative equity
team and has portfolio management responsibilities for U.S. and international equity strategies.
He entered the investment industry in 1999, and prior to joining the firm in 2014, Max held
positions at BlackRock, Inc., and McKinsey & Company.
Pei
Chen, Managing Director and Head of Equity Quantitative Strategies, manages U.S. small- and small/mid-cap equity strategies. She joined
the firm in 2004 and began working in the investment industry in 1990. Prior to joining the firm, she was a manager, special project
research at MSCI Barra, where she evaluated the Barra Integrated Model and various research projects.
David
Friar, Managing Director and Portfolio Manager for Nuveen’s multi-asset portfolio management team. He joined the team managing
the Equity, Mid-Cap and Small Cap Index Strategies in 2000 and became part of the enhanced equity index team in 2007. Additionally, he
is a member of the investment team responsible for several other quantitative products, including the Equity Option Overwrite Strategies.
He joined the firm in 1999 as a member of the performance measurement group. Before his role in portfolio management, he provided quantitative
analysis for equity portfolios and constructed quantitatively driven portfolios for institutional and taxable clients.
Other
Accounts Managed. The Portfolio Managers also have responsibility for the day-to-day management of accounts other than the Fund.
Information regarding these other accounts is set forth below.
|
|
|
|
|
|
|
|
|
Portfolio
Manager |
|
Type
of
Account Managed |
|
Number
of
Accounts |
|
|
Assets* |
David
A. Friar |
|
Registered
Investment Company |
|
|
[___] |
|
|
[___] |
|
|
|
|
|
|
Other
Pooled Investment Vehicles |
|
|
[___] |
|
|
[___] |
|
|
|
|
|
|
Other
Accounts |
|
|
[___] |
|
|
[___] |
|
|
|
|
Max
A. Kozlov |
|
Registered
Investment Company |
|
|
[___] |
|
|
[___] |
|
|
|
|
|
|
Other
Pooled Investment Vehicles |
|
|
[___] |
|
|
[___] |
|
|
|
|
|
|
Other
Accounts |
|
|
[___] |
|
|
[___] |
|
|
|
|
Pei
Chen |
|
Registered
Investment Company |
|
|
[___] |
|
|
[___] |
|
|
|
|
|
|
Other
Pooled Investment Vehicles |
|
|
[___] |
|
|
[___] |
|
|
|
|
|
|
Other
Accounts |
|
|
[___] |
|
|
[___] |
|
|
|
|
|
| * |
Assets
as of December 31, 2023. None of the assets in these accounts are subject to an advisory
fee based on performance. |
As
shown in the above table, the Portfolio Managers may manage accounts in addition to the Fund.
The potential for conflicts of interest exists when a portfolio manager manages other accounts
with similar investment objectives and strategies to the Fund (“Similar Accounts”).
Potential conflicts may include, for example, conflicts between investment strategies and
conflicts in the allocation of investment opportunities.
Responsibility
for managing Nuveen Fund Advisors’ clients’ portfolios is organized according to
investment strategies. Generally, client portfolios with similar strategies are managed using
the same objectives, approach and philosophy. Therefore, portfolio holdings, relative position
sizes and sector exposures tend to be similar across similar portfolios which minimizes the
potential for conflicts of interest.
Nuveen
Fund Advisors may receive more compensation with respect to certain Similar Accounts than that received with respect to the Fund or
may receive compensation based in part on the performance of certain Similar Accounts. This may create a potential conflict of interest
for the Portfolio Managers by providing an incentive to favor these Similar Accounts when, for example, placing securities transactions.
Potential conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited
investment opportunities. Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited
availability, and allocation of investment opportunities generally, could raise a potential conflict of interest.
Nuveen
Asset Management has policies and procedures designed to manage these conflicts described above such as allocation of investment opportunities
to achieve fair and equitable allocation of investment opportunities among its clients over time. For example, orders for the same equity
security are aggregated on a continual basis throughout each trading day consistent with Nuveen Asset Management’s duty of best
execution for its clients. If aggregated trades are fully executed, accounts participating in the trade will be allocated their pro rata
share on an average price basis. Partially completed orders will be allocated among the participating accounts on a pro-rata average
price basis as well.
Compensation.
Portfolio managers are compensated through a combination of base salary and variable components consisting of (i) a cash bonus; (ii)
a long-term performance award; and (iii) participation in a profits interest plan.
Base
salary. A portfolio manager’s base salary is determined based upon an analysis of
the portfolio manager’s general performance, experience and market levels of base pay
for such position.
Cash
bonus. A portfolio manager is eligible to receive an annual cash bonus that is based on three variables: risk-adjusted investment
performance relative to benchmark generally measured over the most recent one, three and five year periods (unless the portfolio manager’s
tenure is shorter), ranking versus Morningstar peer funds generally measured over the most recent one, three and five year periods (unless
the portfolio manager’s tenure is shorter), and management and peer reviews.
Long-term
performance award. A portfolio manager is eligible to receive a long-term performance
award that vests after three years. The amount of the award when granted is based on the
same factors used in determining the cash bonus. The value of the award at the completion
of the three-year vesting period is adjusted based on the risk-adjusted investment performance
of Fund(s) managed by the portfolio manager during the vesting period and the performance
of the TIAA organization as a whole.
Profits
interest plan. Portfolio managers are eligible to receive profits interests in Nuveen
Asset Management and its affiliate, Teachers Advisors, LLC, which vest over time and entitle
their holders to a percentage of the firms’ annual profits. Profits interests are allocated
to each portfolio manager based on such person’s overall contribution to the firms.
There
are generally no differences between the methods used to determine compensation with respect to the Fund and the Other Accounts shown
in the table above.
Material
conflicts of interest. Actual or apparent conflicts of interest may arise when a portfolio manager
has day-to-day management responsibilities with respect to more than one account. More specifically, portfolio
managers who manage multiple accounts are presented a number of potential conflicts, including, among
others, those discussed below.
The
management of multiple accounts may result in a portfolio manager devoting unequal time and
attention to the management of each account. Nuveen Asset Management seeks to manage such
competing interests
for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most accounts
managed by a portfolio manager in a particular investment strategy are managed using the same investment models.
If
a portfolio manager identifies a limited investment opportunity which may be suitable for
more than one account, an account may not be able to take full advantage of that opportunity
due to an allocation of filled purchase or sale orders across all eligible accounts. To deal
with these situations, Nuveen Asset Management has adopted procedures for allocating limited
opportunities across multiple accounts.
With
respect to many of its clients’ accounts, Nuveen Asset Management determines which broker
to use to execute transaction orders, consistent with its duty to seek best execution of
the transaction. However, with respect to certain other accounts, Nuveen Asset Management
may be limited by the client with respect to the selection of brokers or may be instructed
to direct trades through a particular broker. In these cases, Nuveen Asset Management may
place separate, non-simultaneous, transactions for the Fund and other accounts which may
temporarily affect the market price of the security or the execution of the transaction,
or both, to the detriment of the Fund or the other accounts.
Some
clients are subject to different regulations. As a consequence of this difference in regulatory
requirements, some clients may not be permitted to engage in all the investment techniques
or transactions or to engage in these transactions to the same extent as the other accounts
managed by the portfolio manager. Finally, the appearance of a conflict of interest may arise
where Nuveen Asset Management has an incentive, such as a performance-based management fee,
which relates to the management of some accounts, with respect to which a portfolio manager
has day-to-day management responsibilities.
Conflicts
of interest may also arise when the sub-adviser invests one or more of its client accounts
in different or multiple parts of the same issuer’s capital structure, including investments
in public versus private securities, debt versus equity, or senior versus junior/subordinated
debt, or otherwise where there are different or inconsistent rights or benefits. Decisions
or actions such as investing, trading, proxy voting, exercising, waiving or amending rights
or covenants, workout activity, or serving on a board, committee or other involvement in
governance may result in conflicts of interest between clients holding different securities
or investments. Generally, individual portfolio managers will seek to act in a manner that
they believe serves the best interest of the accounts they manage. In cases where a portfolio
manager or team faces a conflict among its client accounts, it will seek to act in a manner
that it believes best reflects its overall fiduciary duty, which may result in relative advantages
or disadvantages for particular accounts.
Nuveen
Asset Management has adopted certain compliance procedures which are designed to address
these types of conflicts common among investment managers. However, there is no guarantee
that such procedures will detect each and every situation in which a conflict arises.
Nuveen
Asset Management or its affiliates, including TIAA, sponsor an array of financial products for retirement and other investment goals,
and provide services worldwide to a diverse customer base. Accordingly, from time to time, the Fund may be restricted from purchasing
or selling securities, or from engaging in other investment activities because of regulatory, legal or contractual restrictions that
arise due to another client account’s investments and/or the internal policies of Nuveen Asset Management, TIAA or its affiliates
designed to comply with such restrictions. As a result, there may be periods, for example, when Nuveen Asset Management will not initiate
or recommend certain types of transactions in certain securities or instruments with respect to which investment limits have been reached.
The
investment activities of Nuveen Asset Management or its affiliates may also limit the investment strategies and rights of the Fund. For
example, in certain circumstances where the Fund invests in securities issued by companies that operate in certain regulated industries,
in certain emerging or international markets, or are subject to corporate or regulatory ownership definitions, or invest in certain futures
and derivative transactions,
there may be limits on the aggregate amount invested by Nuveen Asset Management or its affiliates for the Fund and other client accounts
that may not be exceeded without the grant of a license or other regulatory or corporate consent. If certain aggregate ownership thresholds
are reached or certain transactions undertaken, the ability of Nuveen Asset Management, on behalf of the Fund or other client accounts,
to purchase or dispose of investments or exercise rights or undertake business transactions may be restricted by regulation or otherwise
impaired. As a result, Nuveen Asset Management, on behalf of the Fund or other client accounts, may limit purchases, sell existing investments,
or otherwise restrict or limit the exercise of rights (including voting rights) when Nuveen Asset Management, in its sole discretion,
deems it appropriate in light of potential regulatory or other restrictions on ownership or other consequences resulting from reaching
investment thresholds.
Fund
shares owned by the Portfolio Managers. As of December 31, 2023, the Portfolio Managers beneficially
owned (as determined pursuant to Rule 16a-1(a)(2) under the 1934 Act) shares of the Fund having values
within the indicated dollar range.
|
|
|
|
|
Portfolio
Manager |
|
Dollar
Range of Equity Securities Beneficially Owned in the Fund |
|
David
A. Friar |
|
|
[___] |
|
Max
A. Kozlov |
|
|
[___] |
|
Pei
Chen |
|
|
[___] |
|
CODE
OF ETHICS
The
Fund, Nuveen Fund Advisors, Nuveen Asset Management, Nuveen Securities and other related entities have adopted a combined code of ethics
(the “Code of Ethics”) that essentially prohibits certain of their personnel, including the Portfolio Managers, from engaging
in personal investments that compete or interfere with, or attempt to take advantage of a client’s, including the Fund’s, anticipated
or actual portfolio transactions, and are designed to assure that the interests of clients, including Fund shareholders, are placed before
the interests of personnel in connection with personal investment transactions. Personnel subject to the Code of Ethics may purchase
shares of the Fund subject to the restriction set forth in the Code of Ethics. While personnel subject to the Code of Ethics may generally
invest in securities in which the Fund may also invest, portfolio managers of municipal bond funds, such as the Fund, may not do so.
Text-only versions of the Code of Ethics can be viewed online or downloaded from the EDGAR Database on the SEC’s internet website
at www.sec.gov. In addition, a copy of the Code of Ethics may be obtained, after paying the appropriate duplicating fee, by e-mail request
at publicinfo@sec.gov.
PROXY
VOTING POLICIES
The
Fund has delegated authority to Nuveen Fund Advisors to vote proxies for securities held by the Fund, and Nuveen Fund Advisors has in
turn delegated that responsibility to Nuveen Asset Management. Nuveen Fund Advisors’ proxy voting policy establishes minimum standards
for the exercise of proxy voting authority by Nuveen Asset Management.
In
the rare event that an issuer were to issue a proxy or that the Fund were to receive a proxy issued by a cash management security, Nuveen
Asset Management will vote proxies in accordance with the Nuveen Proxy Voting Guidelines, which are attached, along with the Nuveen Proxy
Voting Policy and Nuveen Proxy Voting Conflicts of Interest Policy and Procedures, as Appendix B to this SAI.
Nuveen
Asset Management relies on a dedicated team of professionals responsible for reviewing and voting proxies. In analyzing a proposal, in
addition to exercising their professional judgment, these professionals utilize various sources of information to enhance their ability
to evaluate the proposal. These sources may include research from third party proxy advisory firms and other consultants, various corporate
governance-focused organizations, related publications and Nuveen investment professionals. Based on their analysis of proposals and
guided by the Nuveen Proxy Voting Guidelines, these professionals then vote in a manner intended solely to advance the best interests
of Fund shareholders.
Nuveen
Asset Management believes that they have implemented policies, procedures and processes designed to prevent conflicts of interest from
influencing proxy voting decisions. These include (i) oversight by the Nuveen Fund Board or a designated committee thereof; (ii) a
clear separation of proxy voting functions from external client relationship and sales functions; and (iii) the active monitoring
of required annual disclosures of potential conflicts of interest by individuals who have direct roles in executing or influencing the
Fund’s proxy voting by Nuveen’s legal and compliance professionals.
There
could be rare instances in which an individual who has a direct role in executing or influencing the Fund’s proxy voting (e.g.,
Nuveen’s proxy voting professionals, a Board member, or a senior executive of the
Fund,
Nuveen Fund Advisors, Nuveen Asset Management or their affiliates) is either a director or executive of a portfolio company or may have
some other association with a portfolio company. In such cases, this individual is required to recuse himself or herself from all decisions
related to proxy voting for that portfolio company.
Voted
Proxies. Information regarding how your Fund voted proxies relating to portfolio securities during the most recent 12-month period
ended June 30 is available without charge by accessing the Fund’s Proxy Voting Report on Form N-PX, which is available through
both Nuveen’s website at http://www.nuveen.com/en-us/closed-end-funds or the SEC’s website at http://www.sec.gov.
PORTFOLIO
TRANSACTIONS AND BROKERAGE
Subject
to the supervision of the Board, Nuveen Asset Management is responsible for decisions to purchase and sell securities for the Fund, the
negotiation of the prices to be paid and the allocation of transactions among various dealer firms. Transactions on stock exchanges involve
the payment by the Fund of brokerage commissions. There generally is no stated commission in the case of securities traded in the over-the-counter
(“OTC”) market but the price paid by the Fund usually includes an undisclosed dealer commission or mark-up. Transactions in
the OTC market can also be placed with broker-dealers who act as agents and charge brokerage commissions for effecting OTC transactions.
The Fund may place its OTC transactions either directly with principal market makers, or with broker-dealers if that is consistent with
Nuveen Asset Management’s obligation to obtain best qualitative execution. In certain instances, the Fund may make purchases of
underwritten issues at prices that include underwriting fees.
Portfolio
securities may be purchased directly from an underwriter or in the OTC market from the principal
dealers in such securities, unless it appears that a better price or execution may be obtained
through other means. Portfolio securities will not be purchased from Nuveen Investments or
its affiliates or affiliates of Nuveen Fund Advisors except in compliance with the 1940 Act.
It
is Nuveen Asset Management’s policy to seek the best execution under the circumstances
of each trade. Nuveen Asset Management will evaluate price as the primary consideration,
with the financial condition, reputation and responsiveness of the dealer considered secondary
in determining best execution. Given the best execution obtainable, it will be Nuveen Asset
Management’s practice to select dealers that, in addition, furnish research information
(primarily credit analyses of issuers and general economic reports) and statistical and other
services to Nuveen Asset Management. It is not possible to place a dollar value on information
and statistical and other services received from dealers. Since it is only supplementary
to Nuveen Asset Management’s own research efforts, the receipt of research information
is not expected to reduce significantly Nuveen Asset Management’s expenses. While Nuveen
Asset Management will be primarily responsible for the placement of the business of the Fund,
Nuveen Asset Management’s policies and practices in this regard must be consistent with
the foregoing and will, at all times, be subject to review by the Board of the Fund.
Nuveen
Asset Management may manage other investment accounts and investment companies for other
clients that may invest in the same types of securities as the Fund and that may have investment
objectives similar to those of the Fund. Nuveen Asset Management seeks to allocate portfolio
transactions equitably whenever concurrent decisions are made to purchase or sell assets
or securities by the Fund and another advisory account. If an aggregated order cannot be
filled completely, allocations will generally be made on a pro rata basis. An order may not
be allocated on a pro rata basis where, for example (i) consideration is given to portfolio
managers who have been instrumental in developing or negotiating a particular investment;
(ii) consideration is given to an account with specialized investment policies that coincide
with the particulars of a specific investment; (iii) pro rata allocation would result in
odd-lot or de minimis amounts being allocated to a portfolio or other client; or (iv) where
Nuveen Asset Management reasonably determines that departure from a pro rata allocation is
advisable. There may also be instances where the Fund will not participate at all in a transaction
that is allocated among other accounts. While these allocation procedures could have a detrimental
effect on the price or
amount of the securities available to the Fund from time to time, it is the opinion of the Board that the benefits available from Nuveen
Asset Management’s management outweigh any disadvantage that may arise from Nuveen Asset Management’s larger management activities
and its need to allocate securities.
Substantially
all of the Fund’s trades are effected on a principal basis. The following table sets forth the aggregate amount of brokerage commissions
paid by the Fund for the last three fiscal years:
|
|
|
|
|
|
|
Brokerage
Commissions Paid |
|
Fiscal
year ended December 31, 2021 |
|
$ |
53,608 |
|
Fiscal
year ended December 31, 2022 |
|
$ |
33,381 |
|
Fiscal
year ended December 31, 2023 |
|
$ |
31,776 |
|
During
the fiscal year ended December 31, 2023, the Fund did not pay commissions to brokers in return for research services or hold
any securities of its regular broker-dealers.
During the fiscal year ended December 31, 2023,
the Fund acquired certain securities of its regular brokers or dealers, as defined in Rule 10b-1 under the 1940 Act, or of the parents
of the brokers or dealers. The following table sets forth those brokers or dealers and states the value of the Fund’s aggregate
holdings of the securities of each issuer as of the close of the fiscal year ended December 31, 2023:
| Broker/Dealer | |
Issuer | |
Aggregate Fund
Holdings of
Broker/Dealer or Parent
(as of December 31, 2023) | |
| JP Morgan Securities, Inc. | |
JPMorgan Chase & Co | |
$ | 1,542,807 | |
TAX
MATTERS
[The following is a general summary of certain U.S. federal income
tax consequences that may be relevant to a shareholder that acquires, holds and/or disposes of Common Shares of the Fund. This discussion
addresses only U.S. federal income tax consequences to U.S. shareholders who hold their Common Shares as capital assets and does not address
all of the U.S. federal income tax consequences that may be relevant to particular shareholders in light of their individual circumstances.
This discussion also does not address the tax consequences to shareholders of Common Shares who are subject to special rules, including,
without limitation, shareholders with large positions in the Fund, financial institutions, insurance companies, dealers in securities
or foreign currencies, foreign holders, persons who hold their shares as or in a hedge against currency risk, a constructive sale, or
conversion transaction, holders who are subject to the alternative minimum tax, or tax- exempt or tax-deferred plans, accounts, or entities.
In addition, the discussion does not address any state, local, or foreign tax consequences. The discussion is based upon present provisions
of the Code, the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change,
which change may be retroactive. We have not sought and will not seek any ruling from the IRS regarding any matters discussed herein.
No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to those set forth below.
No attempt is made to present a detailed explanation of all U.S. federal income tax concerns affecting the Fund and its shareholders,
and the discussion set forth herein does not constitute tax advice. Investors are urged to consult their own tax advisers to determine
the specific tax consequences to them of investing in the Fund, including the applicable federal, state, local and foreign tax consequences
to them and the effect of possible changes in tax laws.
The Fund has elected to be treated, and intends
to qualify each year, as a RIC under Subchapter M of the Code. To qualify for the favorable U.S. federal income tax treatment generally
accorded to RICs, the Fund must, among other things, (a) derive in each taxable year at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, gains from the sale or other disposition of stock, securities or non-U.S. currencies,
other income derived with respect to its business of investing in such stock, securities or currencies, and net income derived from interests
in “qualified publicly traded partnerships,” as defined in the Code; (b) diversify its holdings so that, at the end of each
quarter of each taxable year, (i) at least 50% of the value of the Fund’s assets is represented by cash and cash items (including
receivables), U.S. government securities, the securities of other RICs and other securities, with such other securities of any one issuer
limited for the purposes of this calculation to an amount not greater than 5% of the value of the Fund’s total assets and not greater
than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its total assets is invested,
including through corporations in which the Fund owns a 20% or more voting stock interest, in the securities (other than U.S. government
securities or the securities of other RICs) of a single issuer, or two or more issuers that the Fund controls and are engaged in the same,
similar or related trades or businesses, or the securities of one or more qualified publicly traded partnerships; and (c) distribute each
year an amount equal to or greater than the sum of 90% of its investment company taxable income (as that term is defined in the Code,
but without regard to the deduction for dividends paid) and 90% of its net tax-exempt interest. The requirements for qualification as
a RIC may significantly limit the extent to which the Fund may invest in some investments.
If the Fund failed to qualify as a RIC or failed
to satisfy the 90% distribution requirement in any taxable year, and was unable to cure such failure, the Fund would be taxed in the same
manner as a regular corporation on its taxable income (even if such income were distributed to its shareholders) and distributions to
shareholders would not be deductible by the Fund in computing its taxable income. Additionally, all distributions out of current and accumulated
earnings and profits (including distributions from net capital gain and net tax-exempt interest) would be taxed to shareholders as ordinary
dividend income. Such distributions generally would be eligible (i) to be treated as “qualified dividend income,” as discussed
below in the case of non-corporate shareholders and (ii) for the dividends received deduction under Section 243 of the Code (the “Dividends
Received Deduction”) in the case of corporate shareholders. In addition, in order to requalify for taxation as a RIC, the Fund could
be required to recognize unrealized gains, pay substantial taxes and interest, and make certain distributions.
As a RIC, the Fund generally will not be subject
to U.S. federal income tax on its investment company taxable income (determined without regard to the deduction for dividends paid) and
net capital gain (the excess of net long-term capital gain over net short-term capital loss), if any, that it distributes to shareholders.
However, if the Fund retains any net capital gain or any investment company taxable income, it will be subject to tax at the regular corporate
U.S. federal income tax rate on the amount retained. If the Fund retains any net capital gain, it may designate the retained amount as
undistributed capital gains in a notice to its shareholders who, if subject to U.S. federal income tax on long-term capital gains, (i)
will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their share of such undistributed
amount, and (ii) will be entitled to credit their proportionate shares of the U.S. federal income tax paid by the Fund on such undistributed
amount against their U.S. federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities.
For U.S. federal income tax purposes, the basis of shares owned by a shareholder of the Fund will be increased by an amount equal to the
difference between the amount of undistributed capital gains included in the shareholder’s gross income and the U.S. federal income
tax deemed paid by the shareholder under clause (ii) of the preceding sentence. The Fund intends to distribute to its shareholders, at
least annually, substantially all of its investment company taxable income (determined without regard to the deduction for dividends paid)
and the net capital gain not otherwise retained by the Fund.
Amounts not distributed on a timely basis in accordance
with a calendar year distribution requirement are subject to a nondeductible 4% federal excise tax. To prevent imposition of the excise
tax, the Fund must distribute during each calendar year an amount at least equal to the sum of (1) 98% of its ordinary taxable income
(not taking into account any capital gains or losses) for the calendar year, (2) 98.2% of its capital gains in excess of its capital losses
(adjusted for certain ordinary losses) for the one-year period ending October 31 of the calendar year, and (3) any ordinary taxable income
and capital gains for previous years that were not distributed during those years and on which the Fund paid no U.S. federal income tax.
To prevent application of the excise tax, the Fund intends to make its distributions in accordance with the calendar year distribution
requirement.
The Fund may elect to treat part or all of any
“qualified late year loss” as if it had been incurred in the succeeding taxable year in determining the Fund’s taxable
income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such “qualified
late year loss” as if it had been incurred in the succeeding taxable year in characterizing Fund distributions for any calendar
year. A “qualified late year loss” generally includes net capital loss, net long-term capital loss, or net short-term capital
loss incurred after October 31 of the current taxable year (commonly referred to as “post-October losses”) and certain other
late-year losses.
The treatment of capital loss carryovers for the
Fund is similar to the rules that apply to capital loss carryovers of individuals, which provide that such losses are carried over indefinitely.
If the Fund has a “net capital loss” (that is, capital losses in excess of capital gains), the excess of the Fund’s
net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of
the Fund’s next taxable year, and the excess (if any) of the Fund’s net long-term capital losses over its net short-term capital
gains is treated as a long-term capital loss arising on the first day of the Fund’s next taxable year. In addition, the carryover
of capital losses may be limited under the general loss limitation rules if the Fund experiences an ownership change as defined in the
Code.
As of December 31, 2023, the Fund’s tax
year end, the Fund had no unused capital loss carryforwards available for federal tax purposes to be applied against future capital gains,
if any.
FINANCIAL
STATEMENTS
The
audited financial statements, financial highlights and notes thereto and the independent registered public accounting firm’s report
thereon appearing in the Fund’s Annual
Report for the fiscal year ended December 31, 2023 are incorporated herein by reference in this SAI. In addition, any reports and
other documents subsequently filed with the SEC pursuant to Section 30(b)(2) of the 1940 Act and Sections 13(a), 13(c), 14 or 15(d) of
the 1934 Act prior to the termination of the offering will be incorporated by reference into this SAI and deemed to be part of this SAI
from the date of the filing of such reports and documents. The information incorporated by reference is considered to be part of this
SAI, and later information that the Fund files with the SEC will automatically update and supersede this information. The information
contained in, or that can be accessed through, the Fund’s website is not part of this SAI.
Incorporated
materials not delivered with the SAI may be obtained, without charge, by calling (800) 257-8787, by writing to the Fund at 333 West Wacker
Drive, Chicago, Illinois 60606, or from the Fund’s website (http://www.nuveen.com).
CUSTODIAN
AND TRANSFER AGENT
The
custodian of the assets of the Fund is State Street Bank and Trust Company, One Congress Street, Suite 1, Boston, Massachusetts 02114-2016
(the “Custodian”). The Custodian performs custodial, fund accounting and portfolio accounting services. The Fund’s transfer,
shareholder services and dividend paying agent is Computershare Inc. and Computershare Trust Company, N.A., located at 150 Royall Street,
Canton, Massachusetts 02021.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
[
], an independent registered public accounting firm, provides auditing services to the Fund.
The principal business address of [ ] is [ ].
LEGAL
MATTERS
Certain
legal matters in connection with the offering will be passed upon for the Fund by Stradley
Ronon Stevens & Young, LLP, located at 2005 Market Street, Suite 2600, Philadelphia,
Pennsylvania. Stradley Ronon Stevens & Young, LLP may rely as to certain matters of Massachusetts
law on the opinion of [ ].
ADDITIONAL
INFORMATION
A
Registration Statement on Form N-2, including amendments thereto, relating to the shares of the Fund offered hereby, has been filed by
the Fund with the SEC, Washington, DC. The Prospectus and this SAI do not contain all of the information set forth in the Registration
Statement, including any exhibits and schedules thereto. For further information with respect to the Fund and the shares offered hereby,
reference is made to the Registration Statement. Statements contained in the Prospectus and this SAI as to the contents of any contract
or other document referred to are not necessarily complete and, in each instance, reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. Copies
of the Registration Statement may be inspected without charge at the SEC’s principal office in Washington, DC, and copies of all
or any part thereof may be obtained from the SEC upon the payment of certain fees prescribed by the SEC.
APPENDIX
A
Nuveen
Proxy Voting Policies
Nuveen
proxy voting guidelines
Nuveen
Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC
Applicability
These
Guidelines apply to employees of Nuveen acting on behalf of Nuveen Asset Management, LLC
(“NAM”), Teachers Advisors, LLC (“TAL”) and TIAA-CREF Investment Management,
LLC (“TCIM”) (each an “Adviser” and collectively referred to as the “Advisers”)
I.
Introduction
Our
voting practices are guided by our obligations to our clients.
These
Guidelines set forth the manner in which the Advisers intend to vote on proxy matters involving publicly traded portfolio companies held
in client portfolios, and serve to assist clients, portfolio companies and other interested parties in understanding how the Advisers
intend to vote on proxy-related issues. As indicated in these Guidelines, we monitor portfolio companies’ environmental, social
and governance (ESG) practices in an effort to ensure that boards consider these factors in the context of their strategic deliberations.
The Guidelines are not exhaustive and do not necessarily dictate how the Advisers will ultimately vote with respect to any proposal or
resolution.
We
vote proxies in accordance with what we believe is in the best interest of our clients. In making those decisions,
we are principally guided by advancing long-term shareholder value and may take into account many factors, including
input from our investment teams and third-party research. Among other factors, we consider specific company context,
including ESG practices and financial performance. It is our belief that a one-size-fits-all approach to proxy
voting is not appropriate.
Our
proxy voting decisions with respect to shareholder resolutions may be influenced by several
additional factors: (i) whether the shareholder resolution process is the appropriate means
of addressing the issue; (ii) whether the resolution promotes economic performance and shareholder
value; (iii) whether the resolution promotes ESG best practices; and (iv) whether the information
and actions recommended by the resolution are reasonable and practical.
The
Guidelines are implemented by Nuveen’s Responsible Investing Team (RI Team) and applied in consideration of the facts and circumstances
of the particular resolution. The RI Team relies on its professional judgment informed by proprietary research and reports provided by
a various third-party research providers. The portfolio managers of the Advisers maintain the ultimate decision-making authority with
respect to how proxies will be voted, and may determine to vote contrary to the Guidelines if such portfolio manager determines it is
in the best interest of the respective Adviser’s clients to do so. The rationale for votes submitted contrary to the Guidelines
will be documented and maintained.
II.
Accountability and transparency
Board
of directors
Elect
directors
General
Policy: We generally vote in favor of the board’s nominees but will consider withholding
or voting against some or all directors in the following circumstances:
When
we conclude that the actions of directors are unlawful, unethical, negligent, or do not meet
fiduciary standards of care and loyalty, or are otherwise not in the best interest of shareholders.
Such actions would include:
Egregious
compensation practices
Lack
of responsiveness to a failed vote
Unequal
treatment of shareholders
Adoption
of inappropriate antitakeover devices
When
a director has consistently failed to attend board and committee meetings without an appropriate rationale being provided
Independence
When
board independence is not in line with local market regulations or best practices
When
a member of executive management sits on a key board committee that should be composed of only independent directors
When
directors have failed to disclose, resolve or eliminate conflicts of interest that affect their decisions
Board
refreshment
When
there is insufficient diversity on the board and the company has not demonstrated its commitment to adding diverse candidates
When
we determine that director tenure is excessive and there has been no recent board refreshment
Contested
elections
General
Policy: We will support the candidates we believe will represent the best interests of shareholders.
Majority
vote for the election of directors
General
Policy: We generally support shareholder resolutions asking that companies amend their
governance documents to provide for director election by majority vote.
Establish
specific board committees
General
Policy: We generally vote against shareholder resolutions asking the company to establish specific board committees unless we believe
specific circumstances dictate otherwise.
Annual
election of directors
General
Policy: We generally support shareholder resolutions asking that each member of the board of a publicly traded operating company
stand for re-election annually.
Cumulative
voting
General
Policy: We generally do not support proposals asking that shareholders be allowed to cumulate votes in director elections, as this
practice may encourage the election of special interest directors.
Separation
of Chairman and Chief Executive Officer
General
Policy: We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe
the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead
independent director. In addition, we may also support resolutions on a case-by- case basis where we believe, in practice, that there
is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance
suggest a material deficiency in independent influence into the company’s strategy and oversight.
Shareholder
rights
Proxy
access
General
Policy: We will consider on a case-by-case basis shareholder proposals asking that the company implement a form
of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current
performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected,
existing governance issues and board/management responsiveness to material shareholder concerns.
Ratification
of auditor
General
Policy: We will generally support the board’s choice of auditor and believe that the auditor should be elected annually. However,
we will consider voting against the ratification of an audit firm where non-audit fees are excessive, where the firm has been involved
in conflict of interest or fraudulent activities in connection with the company’s audit, where there has been a material restatement
of financials or where the auditor’s independence is questionable.
Supermajority
vote requirements
General
Policy: We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements.
Dual-class
common stock and unequal voting rights
General
Policy: We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms
of equity with unequal voting rights or special privileges.
Right
to call a special meeting
General
Policy: We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25%
ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.
Right
to act by written consent
General
Policy: We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent.
Antitakeover
devices (poison pills)
General
Policy: We will consider on a case-by-case basis proposals relating to the adoption or rescission of antitakeover devices with attention
to the following criteria:
Whether
the company has demonstrated a need for antitakeover protection
Whether
the provisions of the device are in line with generally accepted governance principles
Whether
the company has submitted the device for shareholder approval
Whether
the proposal arises in the context of a takeover bid or contest for control
We
will generally support shareholder resolutions asking to rescind or put to a shareholder vote antitakeover devices that were adopted
without shareholder approval.
Reincorporation
General
Policy: We will evaluate on a case-by-case basis proposals for reincorporation taking into account the intention of the proposal,
established laws of the new domicile and jurisprudence of the target domicile. We will not support the proposal if we believe the intention
is to take advantage of laws or judicial interpretations that provide antitakeover protection or otherwise reduce shareholder rights.
Corporate
political influence
General
Policies:
We
will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s
direct political contributions, including board oversight procedures.
We
will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions
and other philanthropic activities.
We
may consider not supporting shareholder resolutions that appear to promote a political agenda
that is contrary to the long-term health of the corporation.
We
will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.
Closed-end
funds
We
recognize that many exchange-listed closed-end funds (“CEFs”) have adopted particular corporate governance practices that deviate
from certain policies set forth in the Guidelines. We believe that the distinctive structure of CEFs can provide important benefits to
investors, but leaves CEFs uniquely vulnerable to opportunistic traders seeking short-term gains at the expense of long-term shareholders.
Thus, to protect the interests of their long-term shareholders, many CEFs have adopted measures to defend against attacks from short-term
oriented activist investors. As such, in light of the unique nature of CEFs and their differences in corporate governance practices from
operating companies, we will consider on a case-by-case basis proposals involving the adoption of defensive measures by CEFs. This is
consistent with our approach to proxy voting that recognizes the importance of case-by-case analysis to ensure alignment with investment
team views, and voting in accordance with the best interest of our shareholders.
Compensation
issues
Advisory
votes on executive compensation (say on pay)
General
Policy: We will consider on a case-by-case basis the advisory vote on executive compensation
(say on pay). We expect well-designed plans that clearly demonstrate the alignment between
pay and performance, and we encourage companies to be responsive to low levels of support
by engaging with shareholders. We also prefer that companies offer an annual non-binding
vote on executive compensation. In absence of an annual vote, companies should clearly articulate
the rationale behind offering the vote less frequently.
We
generally note the following red flags when evaluating executive compensation plans:
Undisclosed
or Inadequate Performance Metrics: We believe that performance goals for compensation
plans should be disclosed meaningfully. Performance hurdles should not be too easily attainable.
Disclosure of these metrics should enable shareholders to assess whether the plan will drive
long-term value creation.
Excessive
Equity Grants: We will examine a company’s past grants to determine the rate at which shares are being issued. We will also
seek to ensure that equity is being offered to more than just the top executives at the company. A pattern of excessive grants can indicate
failure by the board to properly monitor executive compensation and its costs.
Lack
of Minimum Vesting Requirements: We believe that companies should establish minimum vesting guidelines for senior executives who
receive stock grants. Vesting requirements help influence executives to focus on maximizing the company’s long-term performance
rather than managing for short-term gain.
Misalignment
of Interests: We support equity ownership requirements for senior executives and directors to align their interests with those of
shareholders.
Special
Award Grants: We will generally not support mega-grants. A company’s history of such excessive grant
practices may prompt us to vote against the stock plans and the directors who approve them. Mega-grants include
equity grants that are excessive in relation to other forms of compensation or to the compensation of other
employees and grants that transfer disproportionate value to senior executives without relation to their performance.
We also expect companies to provide a rationale for any other one-time awards such as a guaranteed bonus or
a retention award.
Excess
Discretion: We will generally not support plans where significant terms of awards—such
as coverage, option price, or type of awards—are unspecified, or where the board has
too much discretion to override minimum vesting or performance requirements.
Lack
of Clawback Policy: We believe companies should establish clawback policies that permit recoupment from any senior executive who
received compensation as a result of defective financial reporting, or whose behavior caused financial harm to shareholders or reputational
risk to the company.
Equity-based
compensation plans
General
Policy: We will review equity-based compensation plans on a case-by-case basis, giving closer scrutiny to companies where plans include
features that are not performance-based or where potential dilution or burn rate total is excessive. As a practical matter, we recognize
that more dilutive broad-based plans may be appropriate for human-capital intensive industries and for small- or mid-capitalization firms
and start-up companies.
We
generally note the following red flags when evaluating equity incentive plans:
Evergreen
Features: We will generally not support option plans that contain evergreen features,
which reserve a specified percentage of outstanding shares for award each year and lack a
termination date.
Reload
Options: We will generally not support reload options that are automatically replaced
at market price following exercise of initial grants.
Repricing
Options: We will generally not support plans that authorize repricing. However, we will
consider on a case-by-case basis management proposals seeking shareholder approval to reprice
options. We are likely to vote in favor of repricing in cases where the company excludes
named executive officers and board members and ties the repricing to a significant reduction
in the number of options.
Undisclosed
or Inappropriate Option Pricing: We will generally not support plans that fail to specify exercise prices or that establish exercise
prices below fair market value on the date of grant.
Golden
parachutes
General
Policy: We will vote on a case-by-case basis on golden parachute proposals, taking into account the structure of the agreement and
the circumstances of the situation. However, we would prefer to see a double trigger on all change-of-control agreements and no excise
tax gross-up.
Shareholder
resolutions on executive compensation
General
Policy: We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we
believe specific practices are the purview of the board.
III.
Guidelines for ESG shareholder resolutions
We
generally support shareholder resolutions seeking reasonable disclosure of the environmental
or social impact of a company’s policies, operations or products. We believe that a
company’s management and directors should determine the strategic impact of environmental
and social issues and disclose how they are dealing with these issues to mitigate risk and
advance long-term shareholder value.
Environmental
issues
Global
climate change
General
Policy: We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas
emissions, the impact of climate change on a company’s business activities and products and strategies
designed to reduce the company’s long-term impact on the global climate.
Use
of natural resources
General
Policy: We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s use
of natural resources, the impact on its business of declining resources and its plans to improve the efficiency of its use of natural
resources.
Impact
on ecosystems
General
Policy: We will generally support reasonable shareholder resolutions seeking disclosure or reports relating
to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global
ecosystems that result from its operations or activities.
Animal
welfare
General
Policy: We will generally support reasonable shareholder resolutions asking for reports on the company’s impact on animal welfare.
Issues
related to customers
Product
responsibility
General
Policy: We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact
of a company’s goods and services on the customers and communities it serves.
Predatory
lending
General
Policy: We will generally support reasonable shareholder resolutions asking companies for disclosure about the impact of lending
activities on borrowers and about policies designed to prevent predatory lending practices.
Issues
related to employees and suppliers
Diversity
and nondiscrimination
General
Policies:
We
will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s
nondiscrimination policies and practices, or seeking to implement such policies, including equal employment
opportunity standards.
We
will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board
diversity, and gender pay equity policies and practices.
Global
labor standards
General
Policy: We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement
practices, as well as the establishment of global labor policies based upon internationally recognized standards.
Issues
related to communities
Corporate
response to global health risks
General
Policy: We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public
health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s
operations and long-term growth.
Global
human rights codes of conduct
General
Policy: We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards
and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.
Disclosures
Nuveen
Asset Management, LLC, Teachers Advisors, LLC, and TIAA-CREF Investment Management, LLC are
SEC registered investment advisers and subsidiaries of Nuveen, LLC
Nuveen
proxy voting policy
Nuveen
Asset Management, LLC, Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC
Applicability
This
Policy applies to Nuveen employees acting on behalf of Nuveen Asset Management, LLC, Teachers Advisors, LLC, and TIAA-CREF Investment
Management, LLC
Policy
purpose and statement
Proxy
voting is the primary means by which shareholders may influence a publicly traded company’s governance and operations and thus create
the potential for value and positive long-term investment performance. When an SEC registered investment adviser has proxy voting authority,
the adviser has a fiduciary duty to vote proxies in the best interests of its clients and must not subrogate its clients’ interests
to its own. In their capacity as fiduciaries and investment advisers, Nuveen Asset Management, LLC (“NAM”), Teachers Advisors,
LLC (“TAL”) and TIAA-CREF Investment Management, LLC (“TCIM”), (each an “Adviser” and collectively, the
“Advisers”), vote proxies for the Portfolio Companies held by their respective clients, including investment companies and
other pooled investment vehicles, institutional and retail separate accounts, and other clients as applicable. The Advisers have adopted
this Policy, the Nuveen Proxy Voting Guidelines, and the Nuveen Proxy Voting Conflicts of Interest Policy for voting the proxies of the
Portfolio Companies they manage. The Advisers leverage the expertise and services of an internal group referred to as the Responsible
Investing Team (RI Team) to administer the Advisers’ proxy voting. The RI Team adheres to the Advisers’ Proxy Voting Guidelines
which are reasonably designed to ensure that the Advisers vote client securities in the best interests of the Advisers’ clients.
Policy
statement
Proxy
voting is a key component of a Portfolio Company’s corporate governance program and is the primary method for
exercising shareholder rights and influencing the Portfolio Company’s behavior. Nuveen makes informed voting
decisions in compliance with Rule 206(4)-6 (the “Rule”) of the Investment Advisers Act of 1940, as amended
(the “Advisers Act”) and applicable laws and regulations, (e.g., the Employee Retirement Income Security
Act of 1974, “ERISA”).
Enforcement
As
provided in the TIAA Code of Business Conduct, all employees are expected to comply with
applicable laws and regulations, as well as the relevant policies, procedures and compliance
manuals that apply to Nuveen’s business activities. Violation of this Policy may result
in disciplinary action up to and including termination of employment.
Terms
and definitions
Advisory
Personnel includes the Adviser’s portfolio managers and/or research analysts.
Proxy
Voting Guidelines (the “Guidelines”) are a set of pre-determined principles setting forth the manner in which the
Advisers intend to vote on specific voting categories, and serve to assist clients, Portfolio Companies, and other interested parties
in understanding how the Advisers intend to vote on proxy-related matters. The Guidelines are not exhaustive and do not necessarily dictate
how the Advisers will ultimately vote with respect to any proposal or resolution.
Portfolio
Company includes any publicly traded company held in an account that is managed by an Adviser.
Policy
requirements
Investment
advisers, in accordance with the Rule, are required to (i) adopt and implement written policies and procedures
that are reasonably designed to ensure that proxies are voted in the best interest of clients, and address resolution
of material conflicts that may arise, (ii) describe their proxy voting procedures to their clients and provide
copies on request, and (iii) disclose to clients how they may obtain information on how the Advisers voted their
proxies.
The
Nuveen Proxy Voting Committee (the “Committee”), the Advisers, the RI Team and Nuveen Compliance are subject to the respective
requirements outlined below under Roles and Responsibilities.
Although
it is the general policy to vote all applicable proxies received in a timely fashion with
respect to securities selected by an Adviser for current clients, the Adviser may refrain
from voting in certain circumstances where such voting would be disadvantageous, materially
burdensome or impractical, or otherwise inconsistent with the overall best interest of clients.
Roles
and responsibilities
Nuveen
Proxy Voting Committee
The
purpose of the Committee is to establish a governance framework to oversee the proxy voting activities of the Advisers in accordance
with the Policy. The Committee has delegated responsibility for the implementation and ongoing administration of the Policy to the RI
Team, subject to the Committee’s ultimate oversight and responsibility as outlined in the Committee’s Proxy Voting Charter.
Advisers
| 1. |
Advisory
Personnel maintain the ultimate decision-making authority with respect to how proxies will
be voted, unless otherwise instructed by a client, and may determine to vote contrary to
the Guidelines and/or a vote recommendation of the RI Team if such Advisory Personnel determines
it is in the best interest of the Adviser’s clients to do so. The rationale for all
such contrary vote determinations will be documented and maintained. |
| 2. |
When
voting proxies for different groups of client accounts, Advisory Personnel may vote proxies
held by the respective client accounts differently depending on the facts and circumstances
specific to such client accounts. The rationale for all such vote determinations will be
documented and maintained. |
| 3. |
Advisory
Personnel must comply with the Nuveen Proxy Voting Conflicts of Interest Policy with respect
to potential material conflicts of interest. |
Responsible
Investing Team
| 1. |
Performs
day-to-day administration of the Advisers’ proxy voting processes. |
| 2. |
Seeks
to vote proxies in adherence to the Guidelines, which have been constructed in a manner intended
to align with the best interests of clients. In applying the Guidelines, the RI Team, on
behalf of the Advisers, takes into account many factors, including, but not limited to: |
Input
from Advisory Personnel
Third
party research
Specific
Portfolio Company context, including environmental, social and governance practices, and financial performance.
| 3. |
Delivers
copies of the Advisers’ Policy to clients and prospective clients upon request in a
timely manner, as appropriate. |
| 4. |
Assists
with the disclosure of proxy votes as applicable on corporate website(s) and elsewhere as
required by applicable regulations. |
| 5. |
Prepares
reports of proxies voted on behalf of the Advisers’ investment company clients to their
Boards or committees thereof, as applicable. |
| 6. |
Performs
an annual vote reconciliation for review by the Committee. |
| 7. |
Arranges
the annual service provider due diligence, including a review of the service provider’s
potential conflicts of interests, and presents the results to the Committee. |
| 8. |
Facilitates
quarterly Committee meetings, including agenda and meeting minute preparation. |
| 9. |
Complies
with the Nuveen Proxy Voting Conflicts of Interest Policy with respect to potential material
conflicts of interest. |
| 10. |
Creates
and retains certain records in accordance with Nuveen’s Record Management program. |
| 11. |
Ensures
proxy voting service provider makes and retains certain records as required under applicable
regulation. |
| 12. |
Assesses,
in cooperation with Advisory Personnel, whether securities on loan should be recalled in
order to vote their proxies. |
Nuveen
Compliance
| 1. |
Ensures
proper disclosure of Advisers’ Policy to clients as required by regulation or otherwise. |
| 2. |
Ensures
proper disclosure to clients of how they may obtain information on how the Advisers voted
their proxies. |
| 3. |
Assists
the RI Team with arranging the annual service provider due diligence and presenting the results
to the Committee. |
| 4. |
Monitors
for compliance with this Policy and retains records relating to its monitoring activities
pursuant to Nuveen’s Records Management program. |
Governance
Review
and approval
This
Policy will be reviewed at least annually and will be updated sooner if substantive changes are necessary. The
Policy Leader, the Committee and the NEFI Compliance Committee are responsible for the review and approval of
this Policy.
Implementation
Nuveen
has established the Committee to provide centralized management and oversight of the proxy
voting process administered by the RI Team for the Advisers in accordance with its Proxy
Voting Committee Charter and this Policy.
Exceptions
Any
request for a proposed exception or variation to this Policy will be submitted to the Committee
for approval and reported to the appropriate governance committee(s), where appropriate.
Related
documents
Nuveen
Proxy Voting Committee Charter
Nuveen
Policy Statement on Responsible Investing
Nuveen
Proxy Voting Guidelines
Nuveen
Proxy Voting Conflicts of Interest Policy and Procedures
Nuveen
proxy voting conflicts of interest policy and procedures
Applicability
This
Policy applies to employees of Nuveen (“Nuveen”) acting on behalf of Nuveen Asset
Management, LLC (“NAM”), Teachers Advisors, LLC (“TAL”) and TIAA-CREF
Investment Management, LLC (“TCIM”), (each an “Adviser” and collectively
referred to as the “Advisers”)
Policy
purpose and statement
Proxy
voting by investment advisers is subject to U.S. Securities and Exchange Commission (“SEC”) rules and regulations, and for
accounts subject to ERISA, U.S. Department of Labor (“DOL”) requirements. These rules and regulations require policies and
procedures reasonably designed to ensure proxies are voted in the best interest of clients and that such procedures set forth how the
adviser addresses material conflicts that may arise between the Adviser’s interests and those of its clients. The purpose of this
Proxy Voting Conflicts of Interest Policy and Procedures (“Policy”) is to describe how the Advisers monitor and address the
risks associated with Material Conflicts of Interest arising out of business and personal relationships that could affect proxy voting
decisions.
Nuveen’s
Responsible Investing Team (“RI Team”) is responsible for providing vote recommendations, based on the Nuveen Proxy Voting
Guidelines (the “Guidelines”), to the Advisers and for administering the voting of proxies on behalf of the Advisers. When
determining how to vote proxies, the RI Team adheres to the Guidelines
which are reasonably designed to ensure that the Advisers vote proxies in the best interests of the Advisers’ clients.
Advisers
may face certain potential Material Conflicts of Interest when voting proxies. The procedures set forth below have been reasonably designed
to identify, monitor, and address potential Material Conflicts of Interest to ensure that the Advisers’ voting decisions are based
on the best interest of their clients and are not the product of a conflict.
Policy
statement
The
Advisers have a fiduciary duty to vote proxies in the best interests of their clients and must not subrogate the
interests of their clients to their own.
Enforcement
As
provided in the TIAA Code of Business Conduct, all employees are expected to comply with applicable laws and regulations, as well as
the relevant policies, procedures and compliance manuals that apply to Nuveen’s business activities. Violation of this Policy may
result in disciplinary action up to and including termination of employment.
Terms
and definitions
Advisory
Personnel includes the Advisers’ portfolio managers and research analysts.
Conflicts
Watch List (“Watch List”) refers to a list maintained by the RI Team based
on the following:
| 1. |
The
positions and relationships of the following categories of individuals are evaluated to assist
in identifying a potential Material Conflict with a Portfolio Company: |
|
ii. |
Nuveen
Executive Leadership Team |
|
iii. |
RI
Team members who provide proxy voting recommendations on behalf of the Advisers, |
|
iv. |
Advisory
Personnel, and |
|
v. |
Household
Members of the parties listed above in Nos. 1(i)–1(iv) |
The
following criteria constitutes a potential Material Conflict:
|
• |
|
Any
individual identified above in 1(i)–1(v) who serves on a Portfolio Company’s board
of directors; and/or |
|
• |
|
Any
individual identified above in 1(v) who serves as a senior executive of a Portfolio Company. |
| 2. |
In
addition, the following circumstances have been determined to constitute a potential Material
Conflict: |
|
i. |
Voting
proxies for Funds sponsored by a Nuveen Affiliated Entity (i.e., registered investment funds
and other funds that require proxy voting) held in client accounts, |
|
ii. |
Voting
proxies for Portfolio Companies that are direct advisory clients of the Advisers and/or the
Nuveen Affiliated Entities, |
|
iii. |
Voting
proxies for Portfolio Companies that have a material distribution relationship* with regard
to the products or strategies of the Advisers and/or the Nuveen Affiliated Entities, |
|
iv. |
Voting
proxies for Portfolio Companies that are institutional investment consultants with which
the Advisers and/or the Nuveen Affiliated Entities have engaged for any material business
opportunity* and |
|
v. |
Any
other circumstance where the RI Team, the Nuveen Proxy Voting Committee (the “Committee”),
the Advisers, Nuveen Legal or Nuveen Compliance are aware of in which the Adviser’s
duty to serve its clients’ interests could be materially compromised. |
In
addition, certain conflicts may arise when a Proxy Service Provider or their affiliate(s), have determined and/or disclosed that a relationship
exists with i) a Portfolio Company ii) an entity acting as a primary shareholder proponent with respect to a Portfolio Company or iii)
another party. Such relationships include, but are not limited to, the products and services provided to, and the revenue obtained from,
such Portfolio Company or its affiliates. The Proxy Service Provider is required to disclose such relationships to the Advisers, and
the RI Team reviews and evaluates the Proxy Service Provider’s disclosed conflicts of interest and associated controls annually
and reports its assessment to the Committee.
Household
Member includes any of the following who reside or are expected to reside in your household for at least 90 days a year: i) spouse
or Domestic Partner, ii) sibling, iii) child, stepchild, grandchild, parents, grandparent, stepparent, and in-laws (mother, father, son,
daughter, brother, sister).
Domestic
Partner is defined as an individual who is neither a relative of, or legally married to, a Nuveen employee but shares a residence
and is in a mutual commitment similar to marriage with such Nuveen employee.
Material
Conflicts of Interest (“Material Conflict”) A conflict of interest that reasonably
could have the potential to influence a recommendation based on the criteria described in
this Policy.
Nuveen
Affiliated Entities refers to TIAA and entities that are under common control with the Advisers and that provide investment advisory
services to third party clients.† TIAA and the Advisers will undertake reasonable efforts
to identify and manage any potential TIAA-related conflicts of interest.
Portfolio
Company refers to any publicly traded company held in an account that is managed by an
Adviser or a Nuveen Affiliated Entity.
Proxy
Service Provider(s) refers to any independent third-party vendor(s) who provides proxy
voting administrative, research and/or recordkeeping services to Nuveen.
Proxy
Voting Guidelines (the “Guidelines”) are a set of pre-determined principles
setting forth the manner in which the Advisers generally intend to vote on specific voting
categories and serve to assist clients, Portfolio Companies, and other interested parties
in understanding how the Advisers generally intend to vote proxy-related matters. The Guidelines
are not exhaustive and do not necessarily dictate how the Advisers will ultimately vote with
respect to any proposal or resolution.
Proxy
Voting Conflicts of Interest Escalation Form (“Escalation Form”) Used in limited
circumstances as described below to formally document certain requests to deviate from the
Guidelines, the rationale supporting the request, and the ultimate resolution.
| * |
Such
criteria is defined in a separate standard operating procedure. |
| † |
Such
list is maintained in a separate standard operating procedure. |
Policy
requirements
The
Advisers have a fiduciary duty to vote proxies in the best interests of their clients and must not subrogate
the interests of their clients to their own.
The
RI Team and Advisory Personnel are prohibited from being influenced in their proxy voting decisions by any individual outside the established
proxy voting process. The RI Team and Advisory Personnel are required to report to Nuveen Compliance any individuals or parties seeking
to influence proxy votes outside the established proxy voting process.
The
RI Team generally seeks to vote proxies in adherence to the Guidelines. In the event that a potential Material Conflict has been identified,
the Committee, the RI Team, Advisory Personnel and Nuveen Compliance are required to comply with the following:
Proxies
are generally voted in accordance with the Guidelines. In instances where a proxy is issued
by a Portfolio Company on the Watch List, and the RI Team’s vote direction is in support
of company management and either contrary to the Guidelines or the Guidelines require a case
by case review, then the RI Team vote recommendation
is evaluated using established criteria‡ to determine whether a potential conflict exists.
In instances where it is determined a potential conflict exists, the vote direction shall default to the recommendation of an independent
third-party Proxy Service Provider based on such provider’s benchmark policy. To the extent the RI Team believes there is a justification
to vote contrary to the Proxy Service Provider’s benchmark recommendation in such an instance, then such requests are evaluated
and mitigated pursuant to an Escalation Form review process as described in the Roles and Responsibilities section below. In all cases
votes are intended to be in line with the Guidelines and in the best interests of clients.
The
Advisers are required to adhere to the baseline standards and guiding principles governing client and personnel conflicts as outlined
in the TIAA Conflicts of Interest Policy to assist in identifying, escalating and addressing proxy voting conflicts in a timely manner.
| ‡ |
Such
criteria is defined in a separate standard operating procedure. |
Roles
and responsibilities
Nuveen
Proxy Voting Committee
| 1. |
Annually,
review and approve the criteria constituting a Material Conflict involving the individuals
and entities named on the Watch List. |
| 2. |
Review
and approve the Policy annually, or more frequently as required. |
| 3. |
Review
Escalation Forms as described above to determine whether the rationale of the recommendation
is clearly articulated and reasonable relative to the potential Material Conflict. |
| 4. |
Review
RI Team Material Conflicts reporting. |
| 5. |
Review
and consider any other matters involving the Advisers’ proxy voting activities that
are brought to the Committee. |
Responsible
Investing Team
| 1. |
Promptly
disclose RI Team members’ Material Conflicts to Nuveen Compliance. |
| 2. |
RI
Team members must recuse themselves from all decisions related to proxy voting for the Portfolio
Company seeking the proxy for which they personally have disclosed, or are required to disclose,
a Material Conflict. |
| 3. |
Compile,
administer and update the Watch List promptly based on the Watch List criteria described
herein as necessary. |
| 4. |
Evaluate
vote recommendations for Portfolio Companies on the Watch List, based on established criteria
to determine whether a vote shall default to the third-party Proxy Service Provider, or whether
an Escalation Form is required. |
| 5. |
In
instances where an Escalation Form is required as described above, the RI Team member responsible
for the recommendation completes and submits the form to an RI Team manager and the Committee.
The RI Team will specify a response due date from the Committee typically no earlier than
two business days from when the request was delivered. While the RI Team will make reasonable
efforts to provide a two business day notification period, in certain instances the required
response date may be shortened. The Committee reviews the Escalation Form to determine whether
a Material Conflict exists and whether the rationale of the recommendation is clearly articulated
and reasonable relative to the existing conflict. The Committee will then provide its response
in writing to the RI Team member who submitted the Escalation Form. |
| 6. |
Provide
Nuveen Compliance with established reporting. |
| 7. |
Prepare
Material Conflicts reporting to the Committee and other parties, as applicable. |
| 8. |
Retain
Escalation Forms and responses thereto and all other relevant documentation in conformance
with Nuveen’s Record Management program. |
Advisory
Personnel
| 1. |
Promptly
disclose Material Conflicts to Nuveen Compliance. |
| 2. |
Provide
input and/or vote recommendations to the RI Team upon request. Advisory Personnel are prohibited
from providing the RI Team with input and/or recommendations for any Portfolio Company for
which they have disclosed, or are required to disclose, a Material Conflict. |
| 3. |
From
time to time as part of the Adviser’s normal course of business, Advisory Personnel
may initiate an action to override the Guidelines for a particular proposal. For a proxy
vote issued by a Portfolio Company on the Watch List, if Advisory Personnel request a vote
against the Guidelines and in favor of Portfolio Company management, then the request will
be evaluated by the RI Team in accordance with their established criteria and processes described
above. To the extent an Escalation Form is required, the Committee reviews the Escalation
Form to determine whether the rationale of the recommendation is clearly articulated and
reasonable relative to the potential Material Conflict. |
Nuveen
Compliance
| 1. |
Determine
criteria constituting a Material Conflict involving the individuals and entities named on
the Watch List. |
| 2. |
Determine
parties responsible for collection of, and providing identified Material Conflicts to, the
RI Team for inclusion on the Watch List. |
| 3. |
Perform
periodic reviews of votes where Material Conflicts have been identified to determine whether
the votes were cast in accordance with this Policy. |
| 4. |
Develop
and maintain, in consultation with the RI Team, standard operating procedures to support
the Policy. |
| 5. |
Perform
periodic monitoring to determine adherence to the Policy. |
| 6. |
Administer
training to the Advisers and the RI Team, as applicable, to ensure applicable personnel understand
Material Conflicts and disclosure responsibilities. |
| 7. |
Assist
the Committee with the annual review of this Policy. |
Nuveen
Legal
| 1. |
Provide
legal guidance as requested. |
Governance
Review
and approval
This
Policy will be reviewed at least annually and will be updated sooner if changes are necessary. The Policy Leader, the Committee and the
NEFI Compliance Committee are responsible for the review and approval of this Policy.
Implementation
Nuveen
has established the Committee to provide centralized management and oversight of the proxy voting process administered by the RI Team
for the Advisers in accordance with its Proxy Voting Committee Charter and this Policy.
Exceptions
Any
request for a proposed exception or variation to this Policy will be submitted to the Committee for approval and reported to the appropriate
governance committee(s), where appropriate.
Related
documents
Nuveen
Proxy Voting Committee Charter
Nuveen
Policy Statement on Responsible Investing
Nuveen
Proxy Voting Policy
Nuveen
Proxy Voting Guidelines
TIAA
Conflicts of Interest Policy
PART C—OTHER
INFORMATION
| Item 25: |
Financial Statements and Exhibits. |
| |
|
|
| 1. |
|
Contained in Part A: |
| |
|
| |
|
Financial Highlights of the Nuveen Core Equity Alpha Fund (the “Fund” or the “Registrant”) for the fiscal years ended December 31, 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016, 2015 and 2014. |
| |
|
| |
|
Contained in Part B: |
| |
|
| |
|
Registrant’s Financial Statements are incorporated in Part B by reference to Registrant’s December 31, 2023 Annual Report (audited) on Form N-CSR as filed with the U.S. Securities and Exchange Commission (the “SEC”) via EDGAR Accession No. 0001193125-24-062336 on March 7, 2024. |
| |
|
| 2. |
|
Exhibits: |
| |
|
| (a)(1) |
|
Declaration of Trust dated January 9, 2007 is incorporated herein by reference to Exhibit (a) to the Registrant’s Registration Statement on Form N-2 (File No. 333-139962) as filed with the SEC via EDGAR Accession No. 0001193125-07-006046 on January 12, 2007. |
| |
|
| (a)(2) |
|
Certificate of Amendment, dated March 6, 2007, to the Declaration of Trust dated January 9, 2007 is incorporated herein by reference to Exhibit (a)(2) to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-228049 and 811-22003) as filed with the SEC via EDGAR Accession No. 0001193125-19-045224 on February 20, 2019. |
| |
|
| (b) |
|
Amended and Restated By-Laws of Registrant dated February 28, 2024 is incorporated herein by reference to Exhibit (b) to Nuveen Municipal
High Income Opportunity Fund’s Registration Statement on Form N-2 (File Nos. 333-277778 and 811-21449), as filed with the SEC via
EDGAR Accession No. 0001193125-24-063442 on March 8, 2024. |
| |
|
| (c) |
|
None. |
| |
|
| (d) |
|
None. |
| |
|
| (e) |
|
Terms and Conditions of the Automatic Dividend Reinvestment Plan is incorporated by reference to Exhibit (e) to Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-228049) as filed with the SEC via EDGAR Accession No. 0001193125-18-311508 on October 30, 2018. |
| |
|
| (f) |
|
None. |
| |
|
| (g)(1) |
|
Investment Management Agreement between the Registrant and Nuveen Fund Advisors, LLC dated October 1, 2014 is incorporated herein by reference to Exhibit (g)(1) to Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-228049) as filed with the SEC via EDGAR Accession No. 0001193125-18-311508 on October 30, 2018. |
| |
|
| (g)(2) |
|
Renewal of Investment Management Agreements between the Nuveen Closed-End Funds and Nuveen Fund Advisors, LLC dated July 30, 2019 is incorporated
herein by reference to Exhibit (g)(2) to the Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2
(File No. 333-228049) as filed with the SEC via EDGAR Accession No. 0001193125-19-300021 on November 25, 2019. |
| |
|
| (g)(3) |
|
Investment Sub-Advisory Agreement dated October 1, 2014 between Nuveen Fund Advisors, LLC and Nuveen Asset Management is incorporated herein by reference to Exhibit (g)(3) to Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-228049) as filed with the SEC via EDGAR Accession No. 0001193125-18-311508 on October 30, 2018. |
| (g)(4) |
|
Notice of Continuance of Investment Sub-Advisory Agreement between Nuveen Fund Advisors, LLC and Nuveen Asset Management, LLC dated July 24, 2019 is incorporated herein by reference to
Exhibit (g)(4) to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-228049) as
filed with the SEC via EDGAR Accession No. 0001193125-19-300021 on November 25, 2019. |
| |
|
|
| (g)(5) |
|
Investment Sub-Advisory Agreement dated May 30, 2017 between Nuveen Fund Advisors, LLC and Intech Investment Management LLC is incorporated herein by reference to Exhibit (g)(4) to Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-228049) as filed with the SEC via EDGAR Accession No. 0001193125-18-311508 on October 30, 2018. |
| |
|
|
| (g)(6) |
|
Notice of Continuance of Investment Sub-Advisory Agreement between Nuveen Fund Advisors, LLC and Intech Investment Management LLC dated July 24, 2019 is incorporated herein by reference to Exhibit (g)(6) to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-228049) as filed with the SEC via EDGAR Accession No. 0001193125-19-300021 on November 25, 2019. |
| |
|
| (h)(1) |
|
Distribution Agreement relating to At-the-Market Offerings dated February 19, 2019 between the Registrant and Nuveen Securities, LLC is incorporated herein by reference to Exhibit (h)(1) to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-228049) as filed with the SEC via EDGAR Accession No. 0001193125-19-045224 on February 20, 2019. |
| |
|
| (h)(2) |
|
Dealer Agreement relating to At-the-Market Offerings dated February 19, 2019 between Nuveen Securities, LLC and BB&T Capital Markets is incorporated herein by reference to Exhibit (h)(2) to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-228049) as filed with the SEC via EDGAR Accession No. 0001193125-19-045224 on February 20, 2019. |
| |
|
| (h)(3) |
|
Dealer Agreement relating to At-the-Market Offerings dated August 3, 2020 between Nuveen Securities, LLC and Truist Securities, Inc. is incorporated herein by reference to Exhibit (h)(3) to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-228049) as filed with the SEC via EDGAR Accession No. 0001193125-20-208033 on August 3, 2020. |
| |
|
| (h)(4) |
|
Distribution Agreement Relating to At-the-Market offerings between the Registrant and Nuveen Securities LLC to be filed by amendment. |
| |
|
| (h)(5) |
|
Dealer Agreement Relating to At-the-Market offerings between Nuveen Securities, LLC and UBS Securities LLC to be filed by amendment. |
| (i)(1) |
|
Nuveen Fund Board Voluntary Deferred Compensation Plan for Independent Directors and Trustees, effective November 1, 2021, is incorporated herein by reference to Exhibit (i)(2) to Nuveen Enhanced High Yield Municipal Bond Fund Registration Statement on Form N-2 (File No. 333-231722 and 811-23445), as filed with the SEC via EDGAR Accession No. 0001193125-22-206173 on July 29, 2022. |
| |
|
| (i)(2) |
|
Nuveen Fund Board Voluntary Deferred Compensation Plan for Independent Directors and Trustees, effective November 1, 2021, as amended July 1, 2023, is incorporated herein by reference to Exhibit (i)(3) to Nuveen Enhanced High Yield Municipal Bond Fund Registration Statement on Form N-2 (File No. 333-231722 and 811-23445), as filed with the SEC via EDGAR Accession No. 0001193125-23-197735on July 28, 2023. |
| |
|
| (j)(1) |
|
Amended and Restated Master Custodian Agreement dated July 15, 2015 between the Registrant and State Street Bank and Trust Company is
incorporated herein by reference to Exhibit (j)(1) to Post-Effective Amendment No. 3 to the Registrant’s Registration Statement
on Form N-2 (File No. 333-228049) as filed with the SEC via EDGAR Accession No. 0001193125-18-311508 on October 30, 2018. |
| |
|
| (j)(2) |
|
Amendment and revised Appendix A to Custodian Agreement, dated July 31, 2020 is incorporated herein by reference to Exhibit (j)(2) to Nuveen Municipal Credit Opportunities Fund Registration Statement on Form N-2 (File No. 333-231036) as filed with the SEC via EDGAR Accession No. 0001193125-21-092969 on March 25, 2021. |
| (k)(1) |
|
Transfer
Agency and Service Agreement dated June 15, 2017 between the Registrant and Computershare Inc. and Computershare Trust Company,
N.A. is incorporated herein by reference to Exhibit (k)(1) Post-Effective Amendment No. 3 to the Registrant’s Registration
Statement on Form N-2 (File No. 333-228049), as filed with the SEC via EDGAR Accession
No. 0001193125-18-311505 on October 30, 2018. |
| |
|
| (k)(2) |
|
First Amendment and updated Schedule A, dated September 7, 2017, to the Transfer Agency and Service Agreement dated June 15, 2017 between the Registrant and ComputerShare Inc. and ComputerShare Trust Company, N.A. is incorporated herein by reference to Exhibit (k)(2) to Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-228049), as filed with the SEC via EDGAR Accession No. 0001193125-18-311505 on October 30, 2018. |
| |
|
| (k)(3) |
|
Amended and Restated Schedule A, effective March 28, 2023, to the Transfer Agency and Service Agreement between the Registrant and Computershare Inc. and Computershare Trust Company N.A. is incorporated herein by reference to Exhibit k.5 to Nuveen California Select Tax Free Income Portfolio’s Registration Statement on Form N-2 (File Nos. 333-271871 and 811-06623), as filed with the SEC via EDGAR Accession No. 0001193125-23-143216 on May 12, 2023. |
| |
|
| (k)(4) |
|
Rule 12d1-4 Investment Agreement between RiverNorth Funds as Acquiring Funds and Nuveen CEFs as Acquired Funds, dated January 19, 2022, is incorporated herein by reference to Exhibit k.6 to Nuveen California Select Tax Free Income Portfolio’s Registration Statement on Form N-2 (File Nos. 333-271871 and 811-06623), as filed with the SEC via EDGAR Accession No. 0001193125-23-143216 on May 12, 2023. |
| |
|
| (l)(1) |
|
Opinion and Consent of [ ] is to be filed by amendment. |
| |
|
| (l)(2) |
|
Opinion and Consent of [ ] is to be filed by amendment. |
| |
|
| (m) |
|
None. |
| |
|
| (n) |
|
Consent of [ ] is to be filed by amendment. |
| |
|
| (o) |
|
None. |
| |
|
| (p) |
|
Subscription Agreement dated March 7, 2007, between the Registrant and Nuveen Asset Management (now, Nuveen Fund Advisors, LLC) is incorporated herein by reference to Exhibit (p) to the Registrant’s Registration Statement on Form N-2 (File No. 333-139962) as filed with the SEC via EDGAR Accession No. 0001193125-07-064370 on March 26, 2007. |
| |
|
| (q) |
|
None. |
| |
|
| (r)(1) |
|
Code of Ethics and Reporting Requirements of Nuveen, as amended January 1, 2024, is incorporated herein by reference to Exhibit p.i. to Nushares ETF Trust’s Registration Statement on Form N-1A (File Nos.333-212032 and 811-23161), as filed with the SEC via EDGAR Accession No. 0001193125-24-051051 on February 29, 2024. |
| |
|
|
| (r)(2) |
|
Code of Ethics for the Independent Trustees of the Nuveen Funds, TIAA-CREF Funds and TIAA-CREF Funds, dated January 1, 2024, is incorporated herein by reference to Exhibit p.ii. to Nushares ETF Trust’s Registration Statement on Form N-1A (File Nos.333-212032 and 811-23161), as filed with the SEC via EDGAR Accession No. 0001193125-24-051051 on February 29, 2024. |
| |
|
| (s) |
|
Calculation of Filing Fees Table is filed herewith. |
| |
|
| (t)(1) |
|
Powers of Attorney for Mses. Lancellotta, Medero and Wolff and Messrs. Toth, Moschner, Nelson, Thornton and Young, dated June 14, 2023, are filed herewith. |
| |
|
| (t)(2) |
|
Powers of Attorney for Messrs. Kenny, and Starr, dated January 1, 2024, are filed herewith. |
| Item 26: |
Marketing Arrangements. |
See relevant Sections of the Distribution
Agreement and Dealer Agreement to be filed as Exhibits (h)(4) and (h)(5), respectively, to this Registration Statement.
| Item 27: |
Other Expenses of Issuance and Distribution. |
| Printing and Engraving Fees | |
| [ ] | |
| Legal Fees | |
| [ ] | |
| Accounting Fees | |
| [ ] | |
| Stock Exchange Listing Fees | |
| [ ] | |
| Miscellaneous Fees | |
| [ ] | |
| | |
| [ ] | |
| Item 28: |
Persons Controlled by or under Common Control with Registrant. |
Not applicable.
| Item 29: |
Number of Holders of Securities. |
As of [ ]:
| Title of Class | |
Number of Record Holders | |
| Common Shares, $0.01 par value | |
| [ ] | |
| Total | |
| [ ] | |
| Item 30: |
Indemnification. |
Article XII, Section 4 of the Registrant’s
Declaration of Trust provides as follows:
Article XII, Section 4: Indemnification Subject
to the exceptions and limitations contained in this Section 4, every person who is, or has been, a Trustee, officer, employee or
agent of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another
organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”),
shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred
or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue
of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement
thereof.
No indemnification shall be provided hereunder
to a Covered Person:
| (a) |
against any liability to the Trust or its Shareholders by reason of a final adjudication by the court or other body before which the proceeding was brought that he engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office; |
| (b) |
with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust; or |
| (c) |
in the event of a settlement or other disposition not involving a final adjudication (as provided in paragraph (a) or (b)) and resulting in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office by the court or other body approving the settlement or other disposition or a reasonable determination, based on a review of readily available facts (as opposed to a full trial-type inquiry), that he did not engage in such conduct: |
(i) by a vote of a majority of
the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter);
or
(ii) by written opinion of independent
legal counsel.
The rights of indemnification herein provided
may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered
Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to
the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification
to which Trust personnel other than Covered Persons may be entitled by contract or otherwise under law.
Expenses of preparation and presentation
of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 4 shall be advanced
by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount
if it is ultimately determined that he is not entitled to indemnification under this Section 4, provided that either:
(a) such undertaking is secured
by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or
(b) a majority of the Disinterested
Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or independent
legal counsel in a written opinion shall determine, based upon a review of the readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification.
As used in this Section 4, a “Disinterested
Trustee” is one (x) who is not an Interested Person of the Trust (including anyone, as such Disinterested Trustee, who has
been exempted from being an Interested Person by any rule, regulation or order of the Commission), and (y) against whom none of
such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been
pending.
As used in this Section 4, the words
“claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions, suits,
proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the words “liability”
and “expenses” shall include without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.
The trustees and officers of the Registrant
are covered by Joint errors and omissions insurance policies against liability and expenses of claims of wrongful acts arising out of
their position with the Registrant and other Nuveen funds, subject to such policies’ coverage limits, exclusions and retention.
Section 4 of the Dealer Agreement filed
as Exhibit h.5 to this Registration Statement provides for each of the parties thereto, including the Registrant and the Underwriters,
to indemnify the others, their trustees, directors, certain of their officers, trustees, directors and persons who control them against
certain liabilities in connection with the offering described herein, including liabilities under the federal securities laws.
Insofar as indemnification for liability arising
under the Securities Act of 1933 (the “1933 Act”) may be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
| Item 31. |
Business and Other Connections of Investment Adviser |
Nuveen
Fund Advisors, LLC (“Nuveen Fund Advisors”) manages the Registrant and serves as investment adviser or manager to other
open-end and closed-end management investment companies and to separately managed accounts. The principal business address for
all of these investment companies and the persons named below is 333 West Wacker Drive, Chicago, Illinois 60606.
A
description of any other business, profession, vocation or employment of a substantial nature in which the directors and officers of
Nuveen Fund Advisors who serve as officers or Trustees of the Registrant have engaged during the last two years for his or her account
or in the capacity of director, officer, employee, partner or trustee appears under “Management of the Fund” in the Statement
of Additional Information. Such information for the remaining senior officers appears below:
Name
and Position with Nuveen Fund Advisors |
|
Other
Business, Profession, Vocation or
Employment During Past Two Years |
| Oluseun
Salami, Executive Vice President and Chief Financial Officer |
|
Senior
Vice President (since 2020) NIS/R&T, Inc.; Senior Vice President and Chief Financial Officer, Nuveen Alternative Advisors LLC
(since 2020), Teachers Advisors, LLC (since 2020), TIAA-CREF Asset Management LLC (since 2020) and TIAA-CREF Investment
Management, LLC (since 2020); Executive Vice President (since 2022), formerly, Senior Vice President (2020-2022), and Chief Financial
Officer (since 2020), Nuveen, LLC; Executive Vice President and Chief Financial Officer (since 2022), Nuveen Investments, Inc.; Executive
Vice President (since 2021), formerly, Senior Vice President, Chief Financial Officer (2018-2021), Business Finance and Planning
(2020) Chief Accounting Officer (2019-2020), Corporate Controller (2018-2020), Teachers Insurance and Annuity Association of
America; formerly, Senior Vice President, Corporate Controller, College Retirement Equities Fund, TIAA Board of Overseers, TIAA Separate Account VA-1, TIAA-CREF Funds, TIAA-CREF
Life Funds (2018-2020). |
| |
|
| Megan
Sendlak, Managing Director and Controller |
|
Managing
Director and Controller (since 2020) of Nuveen Alternatives Advisors LLC, Nuveen Asset Management, LLC, Nuveen Investments, Inc.,
Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director (since 2019) and Controller (since 2020),
formerly, Assistant Controller (2019-2020), of Nuveen Securities, LLC; Managing Director and Controller (since 2020), formerly, Vice
President and Corporate Accounting Director (2018-2020) of Nuveen, LLC; Managing Director and Controller (since 2021), formerly,
Vice President and Assistant Controller (2019-2021), of NIS/R&T, INC.; formerly, Vice President and Controller of NWQ Investment
Management Company, LLC and Santa Barbara Asset Management, LLC (2020-2021); Vice President and Controller of Winslow Capital Management,
LLC (since 2020). |
Name
and Position with Nuveen Fund Advisors |
|
Other
Business, Profession, Vocation or
Employment During Past Two Years |
| Michael
A. Perry, President |
|
Chief
Executive Officer (since 2023), formerly, Co-Chief Executive Officer (2019-2023), Executive Vice President (2017-2019)
and Managing Director (2015-2017) of Nuveen Securities, LLC; and Executive Vice President (since 2017) of Nuveen Alternative
Investments, LLC. |
| |
|
| Erik
Mogavero, Managing Director and Chief Compliance Officer |
|
Formerly
employed by Deutsche Bank (2013-2017) as Managing Director, Head of Asset Management and Wealth Management Compliance for the Americas
region and Chief Compliance Officer of Deutsche Investment Management Americas. |
Nuveen
Asset Management LLC (“Nuveen Asset Management”) currently serves as sub-adviser to the Fund and as an investment
adviser or sub-adviser to certain other open-end and closed-end funds and as investment adviser to separately
managed accounts. The address for Nuveen Asset Management is 333 West Wacker Drive, Chicago, Illinois 60606. See “Investment Adviser, Sub-Adviser and
Portfolio Managers” in Part B of the Registration Statement.
Set
forth below is a list of each director and officer of Nuveen Asset Management, indicating each business, profession, vocation or employment
of a substantial nature in which such person has been, at any time during the past two fiscal years, engaged for his or her own account
or in the capacity of director, officer, partner or trustee.
Name
and Position with Nuveen Asset Management |
|
Other
Business Profession, Vocation or
Employment During Past Two Years |
| William
T. Huffman, President |
|
Executive
Vice President (since 2020) of Nuveen, LLC; formerly, Executive Vice President (2020-2023) of Nuveen Securities, LLC; President,
Nuveen Investments, Inc. (since 2020), Teachers Advisors, LLC and TIAA-CREF Investment Management, LLC (since 2019); Senior Managing
Director (since 2019) of Nuveen Alternative Advisors LLC; Senior Managing Director (since 2022) and Chairman (since 2019) of Churchill
Asset Management LLC. |
| |
|
| Stuart
J. Cohen, Managing Director and Head of Legal |
|
Managing
Director and Assistant Secretary (since 2002) of Nuveen Securities, LLC; Managing Director (since 2007) and Assistant Secretary (since
2003) of Nuveen Fund Advisors, LLC; Managing Director, Associate General Counsel and Assistant Secretary (since 2023) of Nuveen Alternatives
Investments, LLC and (since 2019) of Teachers Advisors, LLC; Managing Director, Assistant Secretary (since 2019) and Assistant General
Counsel (since 2023), formerly, General Counsel (2019-2023) of TIAA-CREF Investment Management, LLC; Vice President and Assistant
Secretary (since 2008) of Winslow Capital Management, LLC; formerly, Vice President (2007-2021) and Assistant Secretary (2003-2021)
of NWQ Investment Management Company, LLC; formerly Vice President (2007-2021) and Assistant Secretary (2006-2021) of Santa
Barbara Asset Management, LLC. |
Name
and Position with Nuveen Asset Management |
|
Other
Business Profession, Vocation or
Employment During Past Two Years |
| |
|
| Travis
M. Pauley, Managing Director and Chief Compliance Officer |
|
Regional
Head of Compliance and Regulatory Legal (2013-2020) of AXA Investment Managers. |
| |
|
| Megan
Sendlak Managing Director and Controller |
|
Managing
Director and Controller (since 2020) of Nuveen Alternatives Advisors LLC, Nuveen Investments, Inc., Nuveen Fund Advisors, LLC, Teachers
Advisors, LLC and TIAA-CREF Investment Management, LLC; Managing Director (since 2019) and Controller (since 2020), formerly, Assistant
Controller (2019-2020), of Nuveen Securities, LLC; Managing Director and Controller (since 2020), formerly, Vice President and Corporate
Accounting Director (2018-2020) of Nuveen, LLC; Managing Director and Controller (since 2021), formerly, Vice President and Assistant
Controller (2019-2021), of NIS/R&T, INC., formerly, Vice President and Controller of NWQ Investment Management Company, LLC and
Santa Barbara Asset Management, LLC (2020-2021); Vice President and Controller of Winslow Capital Management, LLC (since
2020). |
| Item 32: |
Location of Accounts and Records. |
Nuveen Fund Advisors, 333 West Wacker Drive,
Chicago, Illinois 60606, maintains the Declaration of Trust, By-Laws, minutes of trustees and shareholders meetings and contracts
of the Registrant and all advisory material of the investment adviser. Nuveen Asset Management in its capacity as sub-adviser, may also
hold certain accounts and records of the Fund.
State Street Bank and Trust Company, One Congress
Street, Suite 1, Boston, Massachusetts 02114-2016, maintains all general and subsidiary ledgers, journals, trial balances, records of all portfolio
purchases and sales, and all other required records not maintained by Nuveen Fund Advisors or Nuveen Asset Management.
| Item 33: |
Management Services. |
Not applicable.
| 1. |
Not applicable. |
| |
|
| 2. |
Not applicable. |
| 3. |
The Registrant undertakes: |
a.
Not applicable.
b.
that, for the purpose of determining any liability under the Securities Act, each post-effective amendment to this registration statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at
that time shall be deemed to be the initial bona fide offering thereof;
c.
to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering;
d.
that, for the purpose of determining liability under the Securities Act to any purchaser:
(1)
if the Registrant is relying on Rule 430B:
(A)
Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information
required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at
that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date; or
(2)
if the Registrant is subject to Rule 430C: each prospectus filed pursuant to Rule 424 under the Securities Act as part of a registration
statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance
on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was
made in this registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such date of first use.
e.
that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution
of securities:
The
undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold
to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to the purchaser:
(1)
any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule
424 under the Securities Act;
(2)
free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the
undersigned Registrants;
(3)
the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering
containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant;
and
(4)
any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
| 4. |
The Registrant undertakes that: |
a.
for the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 424(b)(1)
under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective; and
b.
for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering thereof.
| 5. |
The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| 6. |
Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication
of such issue. |
| 7. |
The Registrant undertakes to
send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written
or oral request, any prospectus or Statement of Additional Information. Additionally, the Registrant undertakes to only offer rights
to purchase common and preferred shares together after a post-effective amendment to the Registration Statement relating to such
rights has been declared effective. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement on Form N-2 to
be signed on its behalf by the undersigned, thereunto duly authorized, in this City of Chicago, and State of Illinois, on the 17th day
of May 2024.
| |
NUVEEN CORE EQUITY ALPHA FUND |
| |
|
| |
/s/ Mark L. Winget |
| |
Mark L. Winget
Vice President and Secretary
|
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the
date indicated.
|
Signature
|
|
Title
|
|
Date
|
| |
|
|
|
/s/ E. SCOTT WICKERHAM
E. Scott Wickerham
|
|
Vice President and Controller
(Principal Financial and Accounting Officer) |
|
May 17, 2024 |
| |
|
|
|
/s/ DAVID J. LAMB
David J. Lamb
|
|
Chief Administrative Officer
(principal executive officer) |
|
May 17, 2024 |
| |
|
|
| Thomas J. Kenny* |
|
Co-Chair of the Board and Trustee |
|
|
| |
|
|
| Terence J. Toth* |
|
Co-Chair of the Board and Trustee |
|
|
| |
|
|
| Amy B. R. Lancellotta* |
|
Trustee |
|
|
| |
|
|
| Joanne T. Medero* |
|
Trustee |
|
|
| |
|
|
| Albin F. Moschner* |
|
Trustee |
|
|
| |
|
|
| John K. Nelson* |
|
Trustee |
|
|
| |
|
|
| Loren M. Starr* |
|
Trustee |
|
|
| |
|
|
| Matthew Thornton III* |
|
Trustee |
|
|
| |
|
|
| Margaret L. Wolff* |
|
Trustee |
|
|
| |
|
|
| Robert L. Young* |
|
Trustee |
|
|
| * |
The powers of attorney authorizing Mark L. Winget, among others, to execute this Registration Statement, and Amendments thereto, for the Trustees of the Registrant on whose behalf this Registration Statement is filed, have been executed and are filed herewith as Exhibits t.1 and t.2. |
EXHIBIT
INDEX
Nuveen Core Equity Alpha Fund N-2
Exhibit 99.(s)
Calculation
of Filing Fee Tables
Form
N-2
(Form Type)
Nuveen Core Equity Alpha Fund
(Exact Name of Registrant as Specified
in its Charter)
Table 1: Newly Registered and
Carry Forward Securities
| |
Security
Type |
Security
Class
Title |
Fee
Calculation
or Carry
Forward Rule |
Amount
Registered |
Proposed
Maximum Offering Price
Per Unit |
Maximum
Aggregate Offering
Price |
Fee
Rate |
Amount
of Registration Fee |
Carry
Forward Form
Type |
Carry
Forward File
Number |
Carry
Forward Initial effective date |
Filing
Fee Previously Paid In Connection with
Unsold Securities to be Carried Forward |
| Newly
Registered Securities |
| Fees to Be Paid |
Equity |
Common
Shares, $0.01 par value per share |
Other(1) |
70,672 |
$14.18(1) |
$1,002,128.96(1) |
0.0001476 |
$147.91 |
|
|
|
|
| |
Other |
Rights to purchase Common Shares(2) |
— |
— |
— |
— |
— |
— |
|
|
|
|
| Fees Previously Paid |
Equity |
Common
Shares, $0.01 par value per share |
— |
— |
— |
— |
— |
— |
|
|
|
|
| |
Other |
Rights to purchase Common Shares(2) |
— |
— |
— |
— |
— |
— |
|
|
|
|
| Carry
Forward Securities |
| Carry Forward Securities |
Equity |
Common Shares, $0.01 par value per share |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| |
Total Offering Amounts |
|
$1,002,128.96 |
|
$147.91 |
|
|
|
|
| |
Total Fees Previously Paid |
|
|
|
— |
|
|
|
|
| |
Total Fee Offsets |
|
|
|
$2,678.79 |
|
|
|
|
| |
Net Fee Due |
|
|
|
$0 |
|
|
|
|
Table 2: Fee Offset Claims and
Sources
| |
Registrant or Filer Name |
Form or Filing Type |
File Number |
Initial Filing Date |
Filing Date |
Fee Offset Claimed |
Security Type Associated with Fee Offset Claimed |
Security Title Associated with Fee Offset Claimed |
Unsold Securities Associated with Fee Offset Claimed |
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed |
Fee Paid with Fee Offset Source |
| Rule 457(p) |
| Fee Offset Claims |
Nuveen Core Equity Alpha Fund |
N-2 |
333-228049 |
October 30, 2018 |
— |
$2,678.79(3) |
Equity |
Common Shares, $0.01 par value per share |
1,599,292 |
$22,102,215.44 |
$1.64(3) |
| Fee Offset Sources |
Nuveen Core Equity Alpha Fund |
N-2/A |
333-228049 |
— |
February 20, 2019 |
— |
Equity |
Common Shares, $0.01 par value per share |
— |
— |
$2,678.97(3) |
| (1) | The Registrant is relying upon Rule 457(c) under the Securities Act of 1933
(“Securities Act”) to calculate the registration fee. The maximum aggregate offering price is estimated solely for purposes
of determining the registration fee based on the average of the high and low sales prices of the shares of Common Shares, as reported
by the New York Stock Exchange on May 14, 2024, in accordance with Rule 457(c) under the Securities Act. The proposed maximum offering
price per security will be determined from time to time by the Registrant in connection with the sale by the Registrant of the securities
registered under this Registration Statement. |
| (2) | No separate consideration will be received by the Registrant. Any shares
issued pursuant to an offering of rights to purchase Common Shares, including any shares issued pursuant to an over-subscription privilege
or a secondary over-subscription privilege, will be shares registered under this Registration Statement. |
| (3) | On October 30, 2018, the Registrant filed an initial Registration Statement
(File No. 333-228049) (the “2018 N-2”), which was amended by Pre-Effective Amendment No. 1 on February 20, 2019 (together
with the 2018 N-2, the “2019 Registration Statement”), to register 1,600,000 shares of Common Shares in reliance on Rule 457(c)
under the Securities Act, with respect to which the Registrant paid filing fees of $2,679.97 (of which $1.64 was paid in the 2018 N-2).
The 2019 Registration Statement was declared effective on February 25, 2019. As of the time of this filing, 1,599,292 Common Shares remain
unsold from the 2019 Registration Statement. Pursuant to Rule 457(p) under the Securities Act, a filing fee credit of $2,678.79, the amount
of the prior filing fee attributable to the unsold Common Shares under the 2019 Registration Statement, remains available to offset future
registration fees, which the Registrant has claimed in connection with this filing. In accordance with the Notes to Instruction 3.C.i.
to Form N-2, this statement confirms that the offering of unsold Common Shares previously registered under the 2019 Registration
Statement has terminated. |
Nuveen Core Equity Alpha Fund N-2
Exhibit 99.(t)(1)
NUVEEN CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned,
in her capacity as a director/trustee of the above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby
constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, JOHN M. MCCANN, MARK L. WINGET and ERIC F. FESS, and each
of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her and on her behalf and in
her name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under
the Securities Act of 1933 and the Investment Company Act of 1940 registering shares of the Funds, including any pre-effective and post-effective
amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or
state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and purposes as she might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee
of the above-referenced organizations has hereunto set her hand this 14th day of June 2023.
| |
/s/ Amy B.R. Lancellotta |
|
| |
Amy B.R. Lancellotta |
|
NUVEEN CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned,
in her capacity as a director/trustee of the above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby
constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, JOHN M. MCCANN, MARK L. WINGET and ERIC F. FESS, and each
of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her and on her behalf and in
her name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under
the Securities Act of 1933 and the Investment Company Act of 1940 registering shares of the Funds, including any pre-effective and post-effective
amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or
state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and purposes as she might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee
of the above-referenced organizations has hereunto set her hand this 14th day of June 2023.
| |
/s/ Joanne T. Medero |
|
| |
Joanne T. Medero |
|
NUVEEN CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned,
in his capacity as a director/trustee of the above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby
constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, JOHN M. MCCANN, MARK L. WINGET and ERIC F. FESS, and each
of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under
the Securities Act of 1933 and the Investment Company Act of 1940 registering shares of the Funds, including any pre-effective and post-effective
amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or
state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee
of the above-referenced organizations has hereunto set his hand this 14th day of June 2023.
| |
/s/ Albin F. Moschner |
|
| |
Albin F. Moschner |
|
NUVEEN CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned,
in his capacity as a director/trustee of the above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby
constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, JOHN M. MCCANN, MARK L. WINGET and ERIC F. FESS, and each
of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under
the Securities Act of 1933 and the Investment Company Act of 1940 registering shares of the Funds, including any pre-effective and post-effective
amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or
state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee
of the above-referenced organizations has hereunto set his hand this 14th day of June 2023.
| |
/s/ John K. Nelson |
|
| |
John K. Nelson |
|
NUVEEN CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned,
in his capacity as a director/trustee of the above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby
constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, JOHN M. MCCANN, MARK L. WINGET and ERIC F. FESS, and each
of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under
the Securities Act of 1933 and the Investment Company Act of 1940 registering shares of the Funds, including any pre-effective and post-effective
amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or
state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee
of the above-referenced organizations has hereunto set his hand this 14th day of June 2023.
| |
/s/ Matthew Thornton III |
|
| |
Matthew Thornton III |
|
NUVEEN CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned,
in his capacity as a director/trustee of the above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby
constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, JOHN M. MCCANN, MARK L. WINGET and ERIC F. FESS, and each
of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under
the Securities Act of 1933 and the Investment Company Act of 1940 registering shares of the Funds, including any pre-effective and post-effective
amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or
state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee
of the above-referenced organizations has hereunto set his hand this 14th day of June 2023.
| |
/s/ Terence J. Toth |
|
| |
Terence J. Toth |
|
NUVEEN CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned,
in her capacity as a director/trustee of the above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby
constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, JOHN M. MCCANN, MARK L. WINGET and ERIC F. FESS, and each
of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her and on her behalf and in
her name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under
the Securities Act of 1933 and the Investment Company Act of 1940 registering shares of the Funds, including any pre-effective and post-effective
amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or
state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and purposes as she might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee
of the above-referenced organizations has hereunto set her hand this 14th day of June 2023.
| |
/s/ Margaret L. Wolff |
|
| |
Margaret L. Wolff |
|
NUVEEN CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the undersigned,
in his capacity as a director/trustee of the above-referenced organizations listed on Appendix A hereto (the “Funds”), hereby
constitutes and appoints MARK CZARNIECKI, DIANA R. GONZALEZ, KEVIN J. McCARTHY, JOHN M. MCCANN, MARK L. WINGET and ERIC F. FESS, and each
of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and file the Funds’ Registration Statements on Form N-2 under
the Securities Act of 1933 and the Investment Company Act of 1940 registering shares of the Funds, including any pre-effective and post-effective
amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or
state, relating to the registration thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director/trustee
of the above-referenced organizations has hereunto set his hand this 14th day of June 2023.
| |
/s/ Robert L. Young |
|
| |
Robert L. Young |
|
APPENDIX A
NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND (NVG)
NUVEEN AMT-FREE MUNICIPAL VALUE FUND (NUW)
NUVEEN AMT-FREE QUALITY MUNICIPAL INCOME FUND (NEA)
NUVEEN ARIZONA QUALITY MUNICIPAL INCOME FUND (NAZ)
NUVEEN CALIFORNIA AMT-FREE QUALITY MUNICIPAL INCOME FUND (NKX)
NUVEEN CALIFORNIA QUALITY MUNICIPAL INCOME FUND (NAC)
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND (NCA)
NUVEEN CALIFORNIA SELECT TAX-FREE INCOME PORTFOLIO (NXC)
NUVEEN CORE EQUITY ALPHA FUND (JCE)
NUVEEN CREDIT STRATEGIES INCOME FUND (JQC)
NUVEEN DOW 30 DYNAMIC OVERWRITE FUND (DIAX)
NUVEEN DYNAMIC MUNICIPAL OPPORTUNITIES FUND (NDMO)
NUVEEN ENHANCED MUNICIPAL VALUE FUND (NEV)
NUVEEN FLOATING RATE INCOME FUND (JFR)
NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND (JRO)
NUVEEN MINNESOTA QUALITY MUNICIPAL INCOME FUND (NMS)
NUVEEN MUNICIPAL CREDIT OPPORTUNITIES FUND (NMCO)
NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND (NMZ)
NUVEEN MUNICIPAL INCOME FUND, INC. (NMI)
NUVEEN MUNICIPAL VALUE FUND, INC. (NUV)
NUVEEN NASDAQ 100 DYNAMIC OVERWRITE FUND (QQQX)
NUVEEN PREFERRED & INCOME OPPORTUNITIES FUND (JPC)
NUVEEN PREFERRED & INCOME SECURITIES FUND (JPS)
NUVEEN REAL ESTATE INCOME FUND (JRS)
NUVEEN S&P BUY-WRITE INCOME FUND (BXMX)
NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (SPXX)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO (NXP)
NUVEEN SENIOR INCOME FUND (NSL)
NUVEEN SHORT DURATION CREDIT OPPORTUNITIES FUND (JSD)
NUVEEN TAXABLE MUNICIPAL INCOME FUND (NBB)
NUVEEN VIRGINIA QUALITY MUNICIPAL INCOME FUND (NPV)
Nuveen Core Equity Alpha Fund N-2
Exhibit 99.(t)(2)
NUVEEN CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned,
a director/trustee of the organizations listed on Appendix A, hereby constitutes and appoints MARK J. CZARNIECKI, JEREMY FRANKLIN, DIANA
R. GONZALEZ, BRIAN H. LAWRENCE, KEVIN J. MCCARTHY, JOHN M. MCCANN, MARK L. WINGET and RACHAEL ZUFALL, and each of them (with full power
to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in Registration Statements on
Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940, including any amendment or amendments thereto, with
all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration
thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of
the above-referenced organization has hereunto set his hand this 1st day of January 2024.
| |
/s/ Thomas J. Kenny |
|
| |
Thomas J. Kenny |
|
NUVEEN CLOSED-END FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned,
a director/trustee of the organizations listed on Appendix A, hereby constitutes and appoints MARK J. CZARNIECKI, JEREMY FRANKLIN, DIANA
R. GONZALEZ, BRIAN H. LAWRENCE, KEVIN J. MCCARTHY, JOHN M. MCCANN, MARK L. WINGET and RACHAEL ZUFALL, and each of them (with full power
to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in Registration Statements on
Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940, including any amendment or amendments thereto, with
all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the registration
thereof, or the issuance of shares thereof, without limitation, granting unto said attorneys, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of
the above-referenced organization has hereunto set his hand this 1st day of January 2024.
| |
/s/ Loren M. Starr |
|
| |
Loren M. Starr |
|
APPENDIX A
NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND (NVG)
NUVEEN AMT-FREE MUNICIPAL VALUE FUND (NUW)
NUVEEN AMT-FREE QUALITY MUNICIPAL INCOME FUND (NEA)
NUVEEN ARIZONA QUALITY MUNICIPAL INCOME FUND (NAZ)
NUVEEN CALIFORNIA AMT-FREE QUALITY MUNICIPAL INCOME FUND (NKX)
NUVEEN CALIFORNIA QUALITY MUNICIPAL INCOME FUND (NAC)
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND (NCA)
NUVEEN CALIFORNIA SELECT TAX-FREE INCOME PORTFOLIO (NXC)
NUVEEN CORE EQUITY ALPHA FUND (JCE)
NUVEEN CREDIT STRATEGIES INCOME FUND (JQC)
NUVEEN DOW 30 DYNAMIC OVERWRITE FUND (DIAX)
NUVEEN DYNAMIC MUNICIPAL OPPORTUNITIES FUND (NDMO)
NUVEEN FLOATING RATE INCOME FUND (JFR)
NUVEEN MINNESOTA QUALITY MUNICIPAL INCOME FUND (NMS)
NUVEEN MUNICIPAL CREDIT OPPORTUNITIES FUND (NMCO)
NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND (NMZ)
NUVEEN MUNICIPAL INCOME FUND, INC. (NMI)
NUVEEN MUNICIPAL VALUE FUND, INC. (NUV)
NUVEEN NASDAQ 100 DYNAMIC OVERWRITE FUND (QQQX)
NUVEEN PREFERRED & INCOME OPPORTUNITIES FUND (JPC)
NUVEEN REAL ESTATE INCOME FUND (JRS)
NUVEEN S&P 500 BUY-WRITE INCOME FUND (BXMX)
NUVEEN S&P 500 DYNAMIC OVERWRITE FUND (SPXX)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO (NXP)
NUVEEN TAXABLE MUNICIPAL INCOME FUND (NBB)
NUVEEN VIRGINIA QUALITY MUNICIPAL INCOME FUND (NPV)
APPENDIX B
NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND (NVG)
NUVEEN AMT-FREE MUNICIPAL VALUE FUND (NUW)
NUVEEN AMT-FREE QUALITY MUNICIPAL INCOME FUND (NEA)
NUVEEN ARIZONA QUALITY MUNICIPAL INCOME FUND (NAZ)
NUVEEN CALIFORNIA AMT-FREE QUALITY MUNICIPAL INCOME FUND (NKX)
NUVEEN CALIFORNIA QUALITY MUNICIPAL INCOME FUND (NAC)
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND (NCA)
NUVEEN CALIFORNIA SELECT TAX-FREE INCOME PORTFOLIO (NXC)
NUVEEN DYNAMIC MUNICIPAL OPPORTUNITIES FUND (NDMO)
NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND (NMZ)
NUVEEN MUNICIPAL INCOME FUND, INC. (NMI)
NUVEEN MUNICIPAL VALUE FUND, INC. (NUV)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO (NXP)
NUVEEN TAXABLE MUNICIPAL INCOME FUND (NBB)
Nuveen Core Equity Alpha (NYSE:JCE)
Historical Stock Chart
From May 2024 to Jun 2024
Nuveen Core Equity Alpha (NYSE:JCE)
Historical Stock Chart
From Jun 2023 to Jun 2024
