Closed-End Proxy

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x   Definitive Proxy Statement
¨   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12


Nuveen Arizona Premium Income Municipal Fund (NAZ)

Nuveen California Municipal Value Fund, Inc. (NCA)

Nuveen Texas Quality Income Municipal Fund (NTX, NTX PrC)

Nuveen Michigan Quality Income Municipal Fund (NUM)

Nuveen Ohio Quality Income Municipal Fund (NUO)

Nuveen California Dividend Advantage Municipal Fund 2 (NVX)

Nuveen California Dividend Advantage Municipal Fund 3 (NZH)

Nuveen California Municipal Value Fund 2 (NCB)

Nuveen California Select Tax-Free Income Portfolio (NXC)

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

Nuveen Pennsylvania Investment Quality Municipal Fund (NQP)

Nuveen New Jersey Municipal Value Fund (NJV)

Nuveen Pennsylvania Municipal Value Fund (NPN)

Nuveen New York Municipal Value Fund, Inc. (NNY)

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

Nuveen New York Municipal Value Fund 2 (NYV)

(Name of Registrant as Specified In Its Charter)
        
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Important Notice to Fund Shareholders

June 13, 2014

Although we recommend that you read the complete Proxy Statement, for your convenience, we have provided a brief overview of the issues to be voted on.

 

Q. Why am I receiving this Proxy Statement?

 

A. You are being asked to vote on several important matters affecting your Fund:

 

  (1) Approval of a New Investment Management Agreement. Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors” or the “Adviser”) serves as your Fund’s investment adviser. Nuveen Investments, Inc. (“Nuveen”), the parent company of Nuveen Fund Advisors, recently announced its intention to be acquired by TIAA-CREF (the “Transaction”). In the event the Transaction takes place, securities laws require your Fund’s shareholders to approve a new investment management agreement between Nuveen Fund Advisors and the Fund to permit Nuveen Fund Advisors to continue to serve as investment adviser to your Fund.

 

  (2) Approval of a New Investment Sub-Advisory Agreement. Nuveen Fund Advisors has retained Nuveen Asset Management, LLC (“NAM”), a subsidiary of Nuveen, as sub-adviser to manage the assets of your Fund. In the event the Transaction takes place, shareholders of your Fund must approve a new sub-advisory agreement between Nuveen Fund Advisors and NAM to permit NAM to continue to manage your Fund.

 

  (3) Approval of Fund Board Nominees. Each year, shareholders of your Fund must approve the election of Board Members to serve on your Fund’s Board. This is a requirement for all funds that list their common shares on a stock exchange. The list of specific nominees for your Fund is contained in the enclosed proxy statement.

Your Fund’s Board, including the independent Board Members, unanimously recommends that you vote FOR each proposal applicable to your Fund.

Your vote is very important. We encourage you as a shareholder to participate in your Fund’s governance by returning your vote as soon as possible. If enough shareholders do not cast their votes, your Fund may not be able to hold its meeting or the vote on each issue, and additional solicitation costs may need to be incurred in order to obtain sufficient shareholder participation.

 

Q. How will I as a Fund shareholder be affected by the Transaction?

 

A. Your Fund investment will not change as a result of Nuveen’s change of ownership. You will still own the same Fund shares before and after the Transaction. Nuveen Fund Advisors and NAM will continue to manage your Fund according to the same objectives and policies as before, and do not anticipate any significant changes to your Fund’s operations.

TIAA-CREF is a national financial services organization with approximately $569 billion in assets under management, as of March 31, 2014, and is the leading provider of retirement services in the academic, research, medical and cultural fields. Nuveen will operate as a separate subsidiary within TIAA-CREF’s asset management business. Nuveen’s current leadership and key investment teams are expected to stay in place.


Q. Will there be any important differences between my Fund’s new investment management agreement and sub-advisory agreement and the current agreements?

 

A. No. The terms of the new and current agreements are substantially identical. There will be no change in the contractual management fees you pay.

 

Q. What will happen if shareholders of my Fund do not approve the new investment management agreement or sub-advisory agreement before consummation of the Transaction?

 

A. Nuveen Fund Advisors and NAM will continue to manage your Fund under an interim investment management agreement and an interim sub-advisory agreement, but must place their compensation for their services during this interim period in escrow, pending shareholder approval. Your Fund’s Board urges you to vote without delay in order to avoid potential disruption to the Fund’s operations.

 

Q. Who do I call if I have questions?

 

A. If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call Computershare Fund Services, your Fund’s proxy solicitor, at (866) 209-5784 with your proxy material.

 

Q. How do I vote my shares?

 

A. You can vote your shares by completing and signing the enclosed proxy card, and mailing it in the enclosed postage-paid envelope. Alternatively, you may vote by telephone by calling the toll-free number on the proxy card or by computer by going to the Internet address provided on the proxy card and following the instructions, using your proxy card as a guide.

 

Q. Will anyone contact me?

 

A. You may receive a call from Computershare Fund Services, the proxy solicitor hired by the Funds, to verify that you received your proxy materials, to answer any questions you may have about the proposals and to encourage you to vote your proxy.


Notice of Annual Meeting

of Shareholders

to be held on August 5, 2014

  

333 West Wacker Drive

Chicago, Illinois 60606

(800) 257-8787

 

Nuveen Arizona Premium Income Municipal Fund (NAZ)

Nuveen California Municipal Value Fund, Inc. (NCA)

Nuveen Texas Quality Income Municipal Fund (NTX, NTX PrC)

Nuveen Michigan Quality Income Municipal Fund (NUM)

Nuveen Ohio Quality Income Municipal Fund (NUO)

Nuveen California Dividend Advantage Municipal Fund 2 (NVX)

Nuveen California Dividend Advantage Municipal Fund 3 (NZH)

Nuveen California Municipal Value Fund 2 (NCB)

Nuveen California Select Tax-Free Income Portfolio (NXC)

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

Nuveen Pennsylvania Investment Quality Municipal Fund (NQP)

Nuveen New Jersey Municipal Value Fund (NJV)

Nuveen Pennsylvania Municipal Value Fund (NPN)

Nuveen New York Municipal Value Fund, Inc. (NNY)

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

Nuveen New York Municipal Value Fund 2 (NYV)

June 13, 2014

To the Shareholders of the Above Funds:

Notice is hereby given that the Annual Meeting of Shareholders (the “Meeting”) of each of Nuveen Arizona Premium Income Municipal Fund (“NAZ”), Nuveen Texas Quality Income Municipal Fund (“NTX”), Nuveen Michigan Quality Income Municipal Fund (“NUM”), Nuveen Ohio Quality Income Municipal Fund (“NUO”), Nuveen California Dividend Advantage Municipal Fund 2 (“NVX”), Nuveen California Dividend Advantage Municipal Fund 3 (“NZH”), Nuveen California Municipal Value Fund 2 (“NCB”), Nuveen California Select Tax-Free Income Portfolio (“NXC”), Nuveen New York Select Tax-Free Income Portfolio (“NXN”), Nuveen Pennsylvania Investment Quality Municipal Fund (“NQP”), Nuveen New Jersey Municipal Value Fund (“NJV”), Nuveen Pennsylvania Municipal Value Fund (“NPN”), Nuveen New York AMT-Free Municipal Income Fund (“NRK”) and Nuveen New York Municipal Value Fund 2 (“NYV”), each a Massachusetts business trust (each, a “Massachusetts Trust” and collectively, the “Massachusetts Trusts”), and Nuveen California Municipal Value Fund, Inc. (“NCA”) and Nuveen New York Municipal Value Fund, Inc. (“NNY”), each a Minnesota corporation (each a “Minnesota Corp” and collectively, the “Minnesota Corps”) (each Massachusetts Trust or Minnesota Corp, a “Fund” and collectively, the “Funds”) will be held (along with meetings of shareholders of several other Nuveen funds) in the offices of Nuveen Investments, 333 West


Wacker Drive, Chicago, Illinois 60606, on Tuesday, August 5, 2014, at 10:00 a.m., Central time, for the following purposes and to transact such other business, if any, as may properly come before the Meeting:

Matters to Be Voted on by Shareholders:

 

1. To approve a new investment management agreement between each Fund and Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors” or the “Adviser”), each Fund’s investment adviser.

 

2. To approve a new sub-advisory agreement between Nuveen Fund Advisors and Nuveen Asset Management, LLC, with respect to each Fund.

 

3. To elect Board Members in the following manner:

 

  a. For NCA, NCB, NXC, NXN, NJV, NPN, NNY, NYV:

 

  (i) four (4) Board Members to be elected by all shareholders.

 

  b. For NAZ, NTX, NUM, NUO, NVX, NZH, NQP, NRK:

 

  (i) four (4) Board Members to be elected by the holders of common shares and Preferred Shares, voting together as a single class; and

 

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

Please see the table contained on page 2 of the enclosed joint proxy statement, which indicates which proposals shareholders of each Fund are being asked to approve.

Shareholders of record at the close of business on June 6, 2014 are entitled to notice of and to vote at the Meeting.

All shareholders are cordially invited to attend the Meeting. In order to avoid delay and additional expense and to assure that your shares are represented, please vote as promptly as possible, regardless of whether or not you plan to attend the Meeting. You may vote by mail, telephone or over the Internet. To vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if mailed in the United States. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote over the Internet, go to the Internet address provided on your proxy card and follow the instructions, using your proxy card as a guide.

If you intend to attend the Meeting in person and you are a record holder of a Fund’s shares, in order to gain admission you must show photographic identification, such as your driver’s license. If you intend to attend the Meeting in person and you hold your shares through a bank, broker or other custodian, in order to gain admission you must show photographic identification, such as your driver’s license, and satisfactory proof of ownership of shares of a Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of a recent date. If you hold your shares in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the Meeting.

Kevin J. McCarthy

Vice President and Secretary


Joint Proxy Statement   

333 West Wacker Drive

Chicago, Illinois 60606

(800) 257-8787

June 13, 2014

This Joint Proxy Statement is first being mailed to shareholders on or about June 18, 2014.

Nuveen Arizona Premium Income Municipal Fund (NAZ)

Nuveen California Municipal Value Fund, Inc. (NCA)

Nuveen Texas Quality Income Municipal Fund (NTX, NTX PrC)

Nuveen Michigan Quality Income Municipal Fund (NUM)

Nuveen Ohio Quality Income Municipal Fund (NUO)

Nuveen California Dividend Advantage Municipal Fund 2 (NVX)

Nuveen California Dividend Advantage Municipal Fund 3 (NZH)

Nuveen California Municipal Value Fund 2 (NCB)

Nuveen California Select Tax-Free Income Portfolio (NXC)

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

Nuveen Pennsylvania Investment Quality Municipal Fund (NQP)

Nuveen New Jersey Municipal Value Fund (NJV)

Nuveen Pennsylvania Municipal Value Fund (NPN)

Nuveen New York Municipal Value Fund, Inc. (NNY)

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

Nuveen New York Municipal Value Fund 2 (NYV)

This Joint Proxy Statement is furnished in connection with the solicitation by the board of trustees or directors (each a “Board” and collectively, the “Boards,” and each trustee or director a “Board Member” and collectively, the “Board Members”) of each of Nuveen Arizona Premium Income Municipal Fund (“NAZ”), Nuveen Texas Quality Income Municipal Fund (“NTX”), Nuveen Michigan Quality Income Municipal Fund (“NUM”), Nuveen Ohio Quality Income Municipal Fund (“NUO”), Nuveen California Dividend Advantage Municipal Fund 2 (“NVX”), Nuveen California Dividend Advantage Municipal Fund 3 (“NZH”), Nuveen California Municipal Value Fund 2 (“NCB”), Nuveen California Select Tax-Free Income Portfolio (“NXC”), Nuveen New York Select Tax-Free Income Portfolio (“NXN”), Nuveen Pennsylvania Investment Quality Municipal Fund (“NQP”), Nuveen New Jersey Municipal Value Fund (“NJV”), Nuveen Pennsylvania Municipal Value Fund (“NPN”), Nuveen New York AMT-Free Municipal Income Fund (“NRK”) and Nuveen New York Municipal Value Fund 2 (“NYV”), each a Massachusetts business trust (each, a “Massachusetts Trust” and collectively, the “Massachusetts Trusts”), and Nuveen California Municipal Value Fund, Inc. (“NCA”) and Nuveen New York Municipal Value Fund, Inc. (“NNY”), each a Minnesota corporation (each a “Minnesota Corp” and collectively, the “Minnesota Corps”) (each Massachusetts Trust or Minnesota Corp, a “Fund” and collectively, the “Funds”), of proxies to be voted at the Annual Meeting of Shareholders to be held (along with the meeting of shareholders of several other Nuveen funds) in the offices of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606, on Tuesday, August 5,

 

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2014, at 10:00 a.m., Central time (for each Fund, a “Meeting” and collectively, the “Meetings”), and at any and all adjournments, postponements or delays thereof.

This Joint Proxy Statement solicits the holders of common shares of each Fund and holders of Variable Rate Demand Preferred Shares (“VRDP”) of NUO, NVX, NZH, NQP and NRK; Variable Rate MuniFund Term Preferred Shares (“VMTP”) of NAZ, NUM and NQP, MuniFund Term Preferred Shares (“MTP”) of NTX and Institutional MuniFund Term Preferred Shares (“iMTP”) of NRK. VRDP Shares, VMTP Shares, MTP Shares and iMTP Shares are collectively referred to herein as “Preferred Shares.” The common shares of each Fund are listed on the New York Stock Exchange, except NCB, NJV, NPN, NYV, NVX and NZH, which are listed on the NYSE MKT. The MTP Shares of NTX are listed on the New York Stock Exchange under the ticker NTX PrC.

Proposals

 

Fund   Common Shares   Preferred Shares
(if applicable)*

1. For all Funds: Approval of new investment management agreement.

  X   X

2. For all Funds: Approval of new sub-advisory agreement between Nuveen Fund Advisors and Nuveen Asset Management, LLC (“NAM”)

  X   X

3. Election of board members in the following manner:

     

a. For NCA, NCB, NXC, NXN, NJV, NPN, NNY and NYV: to elect four (4) Board Members by all shareholders

  X   N/A

b. For NAZ, NTX, NUM, NUO, NVX, NZH, NQP, NRK:

     

(i)     to elect four (4) Board Members by holders of common shares and Preferred Shares, voting together as a single class

  X   X

(ii)    to elect two (2) Board Members by holders of Preferred Shares only

      X

 

* NAZ, NTX, NUM, NUO, NVX, NZH, NQP and NRK have issued and outstanding Preferred Shares as of the Record Date as identified in the table below under “Shares Outstanding.”

Voting Information

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

 

   

FOR the approval of the new investment management agreement,

 

   

FOR the approval of the new sub-advisory agreement, and

 

   

FOR the election of the Board Member nominees listed in this Joint Proxy Statement.

Shareholders who execute proxies may revoke them at any time before they are voted by filing a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the Meeting and voting in person. A prior proxy can also be revoked by voting again

 

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through the toll-free number or the Internet address listed in the proxy card. Merely attending the Meeting, however, will not revoke any previously submitted proxy.

A quorum of shareholders is required to take action at each Meeting. A majority of the shares entitled to vote at each Meeting, represented in person or by proxy, will constitute a quorum of shareholders at that Meeting, except that for the election of the two Board Member nominees to be elected by holders of Preferred Shares of NAZ, NTX, NUM, NUO, NVX, NZH, NQP and NRK, 33 1/3% of the Preferred Shares entitled to vote and represented in person or by proxy will constitute a quorum. Votes cast by proxy or in person at each Meeting will be tabulated by the inspectors of election appointed for that Meeting. The inspectors of election will determine whether or not a quorum is present at the Meeting. The inspectors of election will treat abstentions and “broker non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum.

Broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares before the Meeting. The Funds understand that, under the rules of the New York Stock Exchange, such broker-dealer firms may for certain “routine” matters, without instructions from their customers and clients, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. Proposal 3 is a “routine” matter and beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their shares voted by broker-dealer firms in favor of proposal 3.

VRDP Shares held in “street name” as to which voting instructions have not been received from the beneficial owners or persons entitled to vote as of one business day before the Meeting, or, if adjourned, one business day before the day to which the Meeting is adjourned, and that would otherwise be treated as “broker non-votes” may, pursuant to Rule 452 of the New York Stock Exchange, be voted by the broker on the proposal in the same proportion as the votes cast by all holders of VRDP Shares as a class who have voted on the proposal, or in the same proportion as the votes cast by all holders of Preferred Shares of the Fund who have voted on that item. Rule 452 permits proportionate voting of VRDP Shares with respect to a particular item if, among other things, (i) a minimum of 30% of the VRDP Shares or shares of a series of VRDP Shares outstanding has been voted by the holders of such shares with respect to such item, (ii) less than 10% of the VRDP Shares or shares of a series of VRDP Shares outstanding has been voted by the holders of such shares against such item and (iii) for any proposal as to which holders of common shares and Preferred Shares vote as a single class, holders of common shares approve the proposal. For the purpose of meeting the 30% test, abstentions will be treated as shares “voted” and, for the purpose of meeting the 10% test, abstentions will not be treated as shares “voted” against the item.

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

The details of the proposals to be voted on by the shareholders of each Fund and the vote required for approval of the proposals are set forth under the description of the proposals below.

 

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The Boards have determined that the use of this Joint Proxy Statement for each Meeting is in the best interest of each Fund in light of the similar proposals being considered and voted on by the shareholders. Certain other Nuveen funds, not listed in this Joint Proxy Statement, will also hold meetings of shareholders with similar proposals. If you were also a shareholder of record of one or more of those other funds on the record date established for the meetings of shareholders of such other funds, you will receive a separate proxy statement and proxy card(s) relating to those funds. Shareholders of each Fund will vote separately on the respective proposals relating to their Fund. In any event, an unfavorable vote on any proposal by the shareholders of one Fund will not affect the implementation of such proposal by another Fund if the proposal is approved by the shareholders of that Fund. However, proposals 1 and 2 will only take effect upon the closing of the Transaction (as defined herein), which is conditioned upon obtaining the consent of a specified percentage of Nuveen clients (including through shareholder approval of proposal 1).

Shares Outstanding

Those persons who were shareholders of record at the close of business on June 6, 2014 (the “Record Date”), will be entitled to one vote for each share held and a proportionate fractional vote for each fractional share held. As of the Record Date, the shares of the Funds were issued and outstanding as follows:

 

Fund   Common Share        Preferred Shares
NAZ   11,563,884       VMTP, Series 2016: 790
NCA   25,283,751       N/A
NTX   10,027,210       MTP, Series 2015 (NTX PrC): 7,092,000
NUM   20,833,388       VMTP, Series 2016: 1,590
NUO   18,521,955       VRDP, Series 1: 1,480
NVX   14,759,237       VRDP, Series 1: 980
NZH   24,151,884       VRDP, Series 1: 1,600
NCB   3,287,900       N/A
NXC   6,272,727       N/A
NXN   3,923,975       N/A
NQP   37,880,342      

VMTP, Series 2017: 480

VRDP, Series 2: 1,125

VRDP, Series 3: 1,050

NJV   1,565,036       N/A
NPN   1,219,352       N/A
NNY   15,191,164       N/A
NRK   87,618,504      

iMTP, Series 2017: 790

VRDP, Series 1: 1,123

VRDP, Series 2: 1,648

VRDP, Series 3: 1,617

VRDP, Series 4: 500

NYV   2,349,612       N/A

 

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PROPOSAL 1: APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENTS

Background

Under an investment management agreement between Nuveen Fund Advisors and each Fund (each, an “Original Investment Management Agreement” and collectively, the “Original Investment Management Agreements”), Nuveen Fund Advisors serves as each Fund’s investment adviser and is responsible for each Fund’s overall investment strategy and its implementation. The date of each Fund’s Original Investment Management Agreement and the date on which it was last approved by shareholders and approved for continuance by the Board are provided in Appendix A.

Nuveen Fund Advisors is a wholly-owned subsidiary of Nuveen Investments, Inc. (“Nuveen”). Nuveen is a wholly-owned subsidiary of Windy City Investments, Inc. (“Windy City”), a corporation formed by an investor group led by Madison Dearborn Partners, LLC (“MDP”), a private equity investment firm based in Chicago, Illinois. Windy City is controlled by MDP on behalf of the Madison Dearborn Capital Partner V funds.

On April 14, 2014, TIAA-CREF entered into a Purchase and Sale Agreement (the “Transaction Agreement”) to acquire Nuveen from the investor group led by MDP. TIAA-CREF is a national financial services organization with approximately $569 billion in assets under management, as of March 31, 2014, and is the leading provider of retirement services in the academic, research, medical and cultural fields. If the Transaction is completed, Nuveen will become a wholly-owned subsidiary of TIAA-CREF. Nuveen will operate as a separate subsidiary within TIAA-CREF’s asset management business. Nuveen’s current leadership and key investment teams are expected to stay in place.

Each Original Investment Management Agreement, as required by Section 15 of the Investment Company Act of 1940 (the “1940 Act”), provides for its automatic termination in the event of its “assignment” (as defined in the 1940 Act). Any change in control of the Adviser is deemed to be an assignment. The consummation of the Transaction will result in a change in control of the Adviser and therefore cause the automatic termination of each Original Investment Management Agreement, as required by the 1940 Act.

Completion of the Transaction is subject to a number of conditions, including obtaining consent to the Transaction by a certain percentage of Nuveen’s clients representing at least 80% of annualized investment advisory, investment management and sub-advisory fees (which includes fund shareholder approval of new investment management agreements with Nuveen Fund Advisors). Nuveen and TIAA-CREF currently expect to complete the Transaction by year-end 2014.

The Transaction has been structured in reliance upon Section 15(f) of the 1940 Act. Section 15(f) provides in substance that when a sale of a controlling interest in an investment adviser occurs, the investment adviser or any of its affiliated persons may receive any amount or benefit in connection with the sale so long as two conditions are satisfied. The first condition of Section 15(f) is that, during the three-year period following the consummation of a transaction, at least 75% of the investment company’s board of directors must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser. Each of the Funds currently meets this test. Second, an “unfair burden” (as defined in the 1940 Act, including any interpretations or no-action letters of the Securities and Exchange Commission

 

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(the “SEC”) or the staff of the SEC) must not be imposed on the investment company as a result of the transaction relating to the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden” (as defined in the 1940 Act) includes any arrangement, during the two-year period after the transaction, whereby the investment adviser (or predecessor or successor adviser), or any “interested person” (as defined in the 1940 Act) of such an adviser, receives or is entitled to receive any compensation directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company). Under the Transaction Agreement, TIAA-CREF acknowledges the sellers’ reliance on Section 15(f) of the 1940 Act and has agreed that it will, and will cause its affiliates to, use commercially reasonable efforts to enable the provisions of Section 15(f) to be true in relation to the Funds.

To prevent the occurrence of an “unfair burden” under Section 15(f), Nuveen has committed, for a period of two years from the date of the closing of the Transaction, not to increase contractual management fee rates for any Fund. This commitment shall not limit or otherwise affect mergers or liquidations of any Funds in the ordinary course.

In anticipation of the Transaction, each Fund’s Board met at a series of joint meetings, including meetings of the full Board and meetings of the Independent Board Members (as defined herein), separately, commencing in February 2014 and concluding at the Board’s April 30, 2014 in person meeting, for purposes of, among other things, considering whether it would be in the best interests of each Fund to approve a new investment management agreement between the Fund and Nuveen Fund Advisors in substantially the same form as the Original Investment Management Agreement to take effect immediately after the Transaction or shareholder approval, whichever is later (each a “New Investment Management Agreement” and collectively, the “New Investment Management Agreements”). The form of the New Investment Management Agreement is attached hereto as Appendix K.

The 1940 Act requires that each New Investment Management Agreement be approved by the Fund’s shareholders in order for it to become effective. At the April 30, 2014 Board meeting, and for the reasons discussed below (see “Board Considerations” after proposal 2), each Board, including the Board Members who are not parties to the Original Investment Management Agreements, New Investment Management Agreements or the sub-advisory agreement entered into by the Adviser with respect to any Fund or who are not “interested persons” (as defined in the 1940 Act) of the Fund, the Adviser or the sub-adviser (the “Independent Board Members”), unanimously approved the continuation of the Original Investment Management Agreement and approved the New Investment Management Agreement on behalf of each Fund and unanimously recommended approval of the New Investment Management Agreement by shareholders.

In the event shareholders of a Fund do not approve the New Investment Management Agreement at the Meeting or any adjournment, postponement or delay thereof prior to the closing of the Transaction, an interim investment management agreement between the Adviser and each such Fund (each, an “Interim Investment Management Agreement” and collectively, the “Interim Investment Management Agreements”) will take effect upon the closing of the Transaction. At the April 30, 2014 meeting, each Board, including the Independent Board Members, also unanimously approved Interim Investment Management Agreements for

 

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each Fund in order to assure continuity of investment advisory services to the Funds after the Transaction. The terms of each Interim Investment Management Agreement are substantially identical to those of the Original Investment Management Agreements and New Investment Management Agreements, except for the term and escrow provisions described below. The Interim Investment Management Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the “150-day period”) or when shareholders of a Fund approve the New Investment Management Agreement. Pursuant to Rule 15a-4 under the 1940 Act, compensation earned by the Adviser under an Interim Investment Management Agreement will be held in an interest-bearing escrow account. If shareholders of a Fund approve the New Investment Management Agreement prior to the end of the 150-day period, the amount held in the escrow account under the Interim Investment Management Agreement will be paid to the Adviser. If shareholders of a Fund do not approve the New Investment Management Agreement prior to the end of the 150-day period, the Board will take such action as it deems to be in the best interests of the Fund, and the Adviser will be paid the lesser of its costs incurred in performing its services under the Interim Investment Management Agreement or the total amount in the escrow account, plus interest earned.

Comparison of Original Investment Management Agreement and New Investment Management Agreement

The terms of each New Investment Management Agreement, including fees payable to the Adviser by the Fund thereunder, are substantially identical to those of the Original Investment Management Agreement, except for the date of effectiveness. There is no change in the fee rate payable by each Fund to the Adviser. If approved by shareholders of a Fund, the New Investment Management Agreement for each Fund will expire on August 1, 2015, unless continued. Each New Investment Management Agreement will continue in effect from year to year thereafter if such continuance is approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder. Below is a comparison of certain terms of the Original Investment Management Agreement to the terms of the New Investment Management Agreement.

Investment Management Services. The investment management services to be provided by the Adviser to each Fund under the New Investment Management Agreements will be identical to those services currently provided by the Adviser to each Fund under the Original Investment Management Agreements. Both the Original Investment Management Agreements and New Investment Management Agreements provide that the Adviser shall manage the investment and reinvestment of the Fund’s assets in accordance with the Fund’s investment objective and policies and limitations and administer the Fund’s affairs to the extent requested by and subject to the oversight of the Fund’s Board. In addition, the investment management services are expected to be provided by the same Adviser personnel under the New Investment Management Agreements as under the Original Investment Management Agreements. The Adviser does not anticipate that the Transaction will have any adverse effect on the performance of its obligations under the New Investment Management Agreements.

Fees. Under each Original Investment Management Agreement and New Investment Management Agreement, the Fund pays to the Adviser an investment management fee that consists of two components: a fund-level fee, based only on the amount of assets within a Fund, and a complex-level fee, based on the aggregate amount of all eligible fund assets managed by Nuveen Fund Advisors. This pricing structure enables Fund shareholders to

 

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benefit from growth in the assets within the Fund as well as from growth in the amount of complex-wide assets managed by the Adviser. Each Fund’s fee schedule under the New Investment Management Agreement for such Fund is identical to the fee schedule under the Original Investment Management Agreement.

Each Fund’s annual fund-level fee, payable monthly, is based upon the average daily managed assets (which includes assets attributable to all types of leverage used in leveraged Funds) of each Fund pursuant to the fee schedule set forth in Appendix B. The fund-level fee schedule is identical under each Fund’s Original Investment Management Agreement and New Investment Management Agreement.

The overall complex-level fee begins at a maximum rate of 0.2000% of each Fund’s average daily managed assets, based upon complex-level assets of $55 billion, with breakpoints for eligible assets above that level pursuant to the complex-level fee schedule set forth on Appendix B. The complex-level fee schedule is identical under each Fund’s Original Investment Management Agreement and New Investment Management Agreement.

Each Fund’s managed assets as of December 31, 2013 and fees paid to the Adviser during the Fund’s last fiscal year are also set forth in Appendix B.

In addition, each of NNY and NCA pays to the Adviser an income management fee, equal to a percentage of the Fund’s gross income, as set forth in Appendix B.

Other Services. Under each Original Investment Management Agreement and each New Investment Management Agreement, the Adviser shall furnish office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Fund’s transfer agent) for the Fund.

Limitation on Liability. The Original Investment Management Agreements and New Investment Management Agreements provide that the Adviser will not be liable for any loss sustained by reason of the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under the agreement.

Continuance. The Original Investment Management Agreement of each Fund originally was in effect for an initial term and could be continued thereafter for successive one-year periods if such continuance was specifically approved at least annually in the manner required by the 1940 Act. If the shareholders of a Fund approve the New Investment Management Agreement for that Fund, the New Investment Management Agreement will expire on August 1, 2015, unless continued. The New Investment Management Agreement may be continued for successive one-year periods if approved at least annually in the manner required by the 1940 Act.

Termination. The Original Investment Management Agreement and New Investment Management Agreement for each Fund provide that the agreement may be terminated at any time without the payment of any penalty by the Fund or Adviser on sixty (60) days’ written notice to the other party, and may be terminated, at any time, without the payment of any penalty, by the Fund, in the event that it shall have been established by a court of competent jurisdiction that the Adviser, or any officer or director of the Adviser, has taken any action

 

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which results in a breach of the covenants of the Adviser set forth therein. A Fund may effect termination by action of the Board or by vote of a majority of the outstanding voting securities of the Fund, accompanied by appropriate notice.

Information about the Adviser

Nuveen Fund Advisors, a registered investment adviser, is organized as a Delaware limited liability company and is a wholly-owned subsidiary of Nuveen. Founded in 1898, Nuveen and its affiliates had approximately $224.6 billion in assets under management as of March 31, 2014. Nuveen Fund Advisors offers advisory and investment management services to a broad range of mutual fund and closed-end fund clients. Nuveen Fund Advisors is responsible for each Fund’s overall investment strategy and its implementation. Nuveen Fund Advisors also is responsible for managing each Fund’s business affairs and providing certain clerical, bookkeeping and other administrative services. The business address of Nuveen Fund Advisors and Nuveen is 333 West Wacker Drive, Chicago, Illinois 60606.

Certain information regarding the executive officer and directors of Nuveen Fund Advisors is set forth in Appendix E.

Nuveen Securities, LLC (the “Distributor”), 333 West Wacker Drive, Chicago, Illinois 60606, an affiliate of the Adviser, has entered into a Distribution Agreement with certain Funds with respect to at-the-market offerings of common shares of each such Fund. During each Fund’s last fiscal year, fees paid to the Distributor by such Funds were: NTX — $1,620. A portion of such fees are paid by the Distributor to sub-placement agents who have entered into selected dealer agreements with the Distributor.

Shareholder Approval

To become effective with respect to a particular Fund, the New Investment Management Agreement must be approved by a vote of a majority of the outstanding voting securities of the Fund, with the holders of common shares and Preferred Shares voting together as a single class for those Funds that have issued and outstanding Preferred Shares. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the shares of the Fund entitled to vote thereon present at the meeting if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shares of the Fund entitled to vote thereon. For purposes of determining the approval of the New Investment Management Agreement, abstentions and broker non-votes will have the same effect as shares voted against the proposal.

Each New Investment Management Agreement was approved by the Board of the respective Fund after consideration of all factors which it determined to be relevant to its deliberations, including those discussed after proposal 2 below. The Board of each Fund also determined to submit the Fund’s New Investment Management Agreement for consideration by the shareholders of such Fund.

The Board of each Fund unanimously recommends that shareholders of the Fund vote FOR approval of the New Investment Management Agreement.

 

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PROPOSAL 2: APPROVAL OF NEW SUB-ADVISORY AGREEMENTS

Background

Nuveen Fund Advisors has entered into investment sub-advisory agreements (each, an “Original Sub-Advisory Agreement” and collectively, the “Original Sub-Advisory Agreements”) with respect to each Fund with Nuveen Asset Management, LLC (“NAM” or the “Sub-Adviser”).

The date of each Original Sub-Advisory Agreement and the date it was last approved by shareholders and approved for continuance by the Board are provided in Appendix C.

As with the Original Investment Management Agreements, each Original Sub-Advisory Agreement, as required by Section 15 of the 1940 Act, provides for its automatic termination in the event of its assignment. The completion of the Transaction will result in a change in control of NAM, which is a subsidiary of Nuveen, and therefore will be deemed an assignment of each Original Sub-Advisory Agreement with NAM. In addition, each Original Sub-Advisory Agreement provides that it will terminate upon the termination of the Original Investment Management Agreement with respect to such Fund. As a result, the completion of the Transaction will result in the termination of each Original Sub-Advisory Agreement.

In anticipation of the Transaction, each Fund’s Board met at a series of joint meetings, including meetings of the full Board and meetings of the Independent Board Members separately, commencing in February 2014 and concluding at the Board’s April 30, 2014 in person meeting, for purposes of, among other things, considering whether it would be in the best interests of each Fund to approve a new sub-advisory agreement between Nuveen Fund Advisors and the Sub-Adviser (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). The form of the New Sub-Advisory Agreement is attached hereto as Appendix L.

The 1940 Act requires that each New Sub-Advisory Agreement be approved by the Fund’s shareholders in order for it to become effective. At the April 30, 2014 Board meeting, and for the reasons discussed below (see “Board Considerations” after proposal 2), each Board, including the Independent Board Members, unanimously approved the continuation of the Original Sub-Advisory Agreement and approved the New Sub-Advisory Agreement and unanimously recommended approval of the New Sub-Advisory Agreement by shareholders.

Because each New Sub-Advisory Agreement, like each Original Sub-Advisory Agreement, is between the Adviser and the Sub-Adviser, a Fund’s New Sub-Advisory Agreement will not take effect until the New Investment Management Agreement for such Fund has been approved by shareholders.

In the event shareholders of a Fund do not approve the New Investment Management Agreement and New Sub-Advisory Agreement at the Meeting or any adjournment, postponement or delay thereof prior to the closing of the Transaction, an interim sub-advisory agreement between the Adviser and NAM (each an “Interim Sub-Advisory Agreement” and collectively, the “Interim Sub-Advisory Agreements”) will take effect upon the closing of the Transaction. At the April 30, 2014 meeting, each Board, including the Independent Board Members, also unanimously approved Interim Sub-Advisory Agreements in order to assure continuity of advisory services to the Funds after the Transaction. The terms of each Interim Sub-Advisory Agreement are substantially identical to those of the Original Sub-Advisory Agreements and New

 

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Sub-Advisory Agreements, except for the term and escrow provisions described below. The Interim Sub-Advisory Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the “150-day period”) or when shareholders of a Fund approve the New Investment Management Agreement and New Sub-Advisory Agreement. Pursuant to Rule 15a-4 under the 1940 Act, compensation earned by a Sub-Adviser under an Interim Sub-Advisory Agreement will be held in an interest-bearing escrow account. If shareholders of a Fund approve the New Investment Management Agreement and New Sub-Advisory Agreement prior to the end of the 150-day period, the amount held in the escrow account under the Interim Sub-Advisory Agreement will be paid to the Sub-Adviser. If shareholders of a Fund do not approve the New Investment Management Agreement and New Sub-Advisory Agreement prior to the end of the 150-day period, the Board will take such action as it deems to be in the best interests of the Fund, and the Sub-Adviser will be paid the lesser of its costs incurred in performing its services under the Interim Sub-Advisory Agreement or the total amount in the escrow account, plus interest earned.

Comparison of Original Sub-Advisory Agreement and New Sub-Advisory Agreement

The terms of each New Sub-Advisory Agreement, including fees payable to the Sub-Adviser by Nuveen Fund Advisors thereunder, are substantially identical to those of the Original Sub-Advisory Agreement, except for the date of effectiveness. There is no change in the fee rate payable by Nuveen Fund Advisors to the Sub-Adviser. If approved by shareholders of a Fund, the New Sub-Advisory Agreement for the Fund will expire on August 1, 2015, unless continued. Each New Sub-Advisory Agreement will continue in effect from year to year thereafter if such continuance is approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder. Below is a comparison of certain terms of the Original Sub-Advisory Agreements to the terms of the New Sub-Advisory Agreements.

Advisory Services. The advisory services to be provided by the Sub-Adviser to each Fund under the New Sub-Advisory Agreements will be identical to those advisory services currently provided by the Sub-Adviser to each Fund under the Original Sub-Advisory Agreements. Both the Original Sub-Advisory Agreements and New Sub-Advisory Agreements provide that the Sub-Adviser will furnish an investment program in respect of, make investment decisions for and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser, all on behalf of the Fund and subject to oversight of the Fund’s Board and the Adviser. In performing its duties under both the Original Sub-Advisory Agreements and the New Sub-Advisory Agreements, the Sub-Adviser will monitor the Fund’s investments and will comply with the provisions of the Fund’s organizational documents and the stated investment objectives, policies and restrictions of the Fund. It is not anticipated that the Transaction will have any adverse effect on the performance of a Sub-Adviser’s obligations under the New Sub-Advisory Agreements.

Brokerage. Both the Original Sub-Advisory Agreements and New Sub-Advisory Agreements authorize the Sub-Adviser to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Funds, subject to its obligation to obtain best execution under the circumstances, which may take account of the overall quality of brokerage and research services provided to the Sub-Adviser.

 

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Fees. Under both the Original Sub-Advisory Agreements and New Sub-Advisory Agreements, the Adviser pays the Sub-Adviser a portfolio management fee out of the investment management fee it receives from the Fund. The rate of the portfolio management fees payable by the Adviser to the Sub-Adviser under the New Sub-Advisory Agreements is identical to the rate of the fees paid under the Original Sub-Advisory Agreements. The annual rate of portfolio management fees payable to the Sub-Adviser under the Original Sub-Advisory Agreements and the New Sub-Advisory Agreements and the fees paid by the Adviser to the Sub-Adviser with respect to each Fund during each Fund’s last fiscal year is set forth in Appendix D.

Payment of Expenses. Under each Original Sub-Advisory Agreement and New Sub-Advisory Agreement, the Sub-Adviser will bear all of its expenses in connection with its performance of services under the agreement.

Limitation on Liability. The Original Sub-Advisory Agreements and New Sub-Advisory Agreements provide that the Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or the Adviser in connection with the matters to which the agreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of duties under the agreement, or by reason of its reckless disregard of its obligations and duties under the agreement.

Continuance. The Original Sub-Advisory Agreement of each Fund originally was in effect for an initial term and could be continued thereafter for successive one-year periods if such continuance was specifically approved at least annually in the manner required by the 1940 Act. If the shareholders of a Fund approve the New Sub-Advisory Agreement for that Fund, the New Sub-Advisory Agreement will expire on August 1, 2015, unless continued. Thereafter, the New Sub-Advisory Agreement may be continued for successive one-year periods if approved at least annually in the manner required by the 1940 Act.

Termination. The Original Sub-Advisory Agreement and New Sub-Advisory Agreement for each Fund provide that the agreement may be terminated at any time without the payment of any penalty by either party on sixty (60) days’ written notice. The Original Sub-Advisory Agreement and New Sub-Advisory Agreement may also be terminated by action of the Fund’s Board or by a vote of a majority of the outstanding voting securities of that Fund, accompanied by 60 days’ written notice.

Information About the Sub-Adviser

NAM. NAM is an affiliate of Nuveen Fund Advisors and serves as investment sub-adviser to each Fund. NAM is organized as a Delaware limited liability company, and its sole managing member is Nuveen Fund Advisors. The business address of NAM is 333 West Wacker Drive, Chicago, Illinois 60606.

Additional Information. Other than funds in the Nuveen fund complex, the Sub-Adviser does not advise other registered investment companies with similar investment objectives to the Funds.

Certain information regarding the executive officer and directors of the Sub-Adviser is set forth in Appendix E.

 

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Affiliated Brokerage and Other Fees

No Fund paid brokerage commissions within the last fiscal year to (i) any broker that is an affiliated person of such Fund or an affiliated person of such person, or (ii) any broker an affiliated person of which is an affiliated person of such Fund, the Adviser or the Sub-Adviser.

During each Fund’s last fiscal year, no Fund made any material payments to the Adviser or the Sub-Adviser or any affiliated person of the Adviser or the Sub-Adviser for services provided to the Fund (other than pursuant to the Original Investment Management Agreement or Original Sub-Advisory Agreement or to the Distributor as described herein.).

Shareholder Approval

To become effective with respect to a particular Fund, the New Sub-Advisory Agreement must be approved by a vote of a majority of the outstanding voting securities of the Fund, with the holders of common shares and Preferred Shares voting together as a single class for those Funds that have issued and outstanding Preferred Shares. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the shares of the Fund entitled to vote thereon present at the meeting if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shares of the Fund entitled to vote thereon. For purposes of determining the approval of the New Sub-Advisory Agreement, abstentions and broker non-votes will have the same effect as shares voted against the proposal.

Each New Sub-Advisory Agreement was approved by the Board after consideration of all factors which it determined to be relevant to its deliberations, including those discussed below. The Board of each Fund also determined to submit the Fund’s New Sub-Advisory Agreement for consideration by the shareholders of the Fund.

The Board of each Fund unanimously recommends that shareholders of the Fund vote FOR approval of the Fund’s New Sub-Advisory Agreement.

 

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BOARD CONSIDERATIONS

 

I. The Approval Process

The Board of each Fund, including the Independent Board Members, is responsible for overseeing the performance of the Adviser and Sub-Adviser to the respective Fund and determining whether to approve or continue such Fund’s Original Investment Management Agreement and Original Sub-Advisory Agreement (collectively, the “Original Advisory Agreements”). Pursuant to the 1940 Act, each Board is required to consider the continuation of the Original Advisory Agreements on an annual basis. In addition, prior to its annual review, the Board Members were advised of the potential acquisition of Nuveen by TIAA-CREF. For purposes of this section, references to “Nuveen” herein include all affiliates of Nuveen providing advisory, sub-advisory, distribution or other services to the Funds and references to the “Board” refer to the Board of each Fund. In accordance with the 1940 Act and the terms of the Original Advisory Agreements, the completion of the Transaction would terminate each of the Original Investment Management Agreements and Original Sub-Advisory Agreements. Accordingly, at an in-person meeting held on April 30, 2014 (the “April Meeting”), the Board, including all of the Independent Board Members, performed its annual review of the Original Advisory Agreements and approved the continuation of the Original Advisory Agreements for the Funds. Furthermore, in anticipation of the termination of the Original Advisory Agreements that would occur upon the consummation of the Transaction, the Board also approved the New Investment Management Agreements and the New Sub-Advisory Agreements (collectively, the “New Advisory Agreements”) on behalf of the Funds to be effective following the completion of the Transaction and the receipt of the requisite shareholder approval.

Leading up to the April Meeting, the Independent Board Members had several meetings and deliberations, with and without management from Nuveen present and with the advice of legal counsel, regarding the Original Advisory Agreements, the Transaction and its impact and the New Advisory Agreements. At its meeting held on February 25-27, 2014 (the “February Meeting”), the Board Members met with a senior executive representative of TIAA-CREF to discuss the proposed Transaction. At the February Meeting, the Independent Board Members also established an ad hoc committee comprised solely of the Independent Board Members to monitor and evaluate the Transaction and to keep the Independent Board Members updated with developments regarding the Transaction. On March 20, 2014, the ad hoc committee met telephonically to discuss with management of Nuveen, and separately with independent legal counsel, the terms of the proposed Transaction and its impact on, among other things: the governance structure of Nuveen; the strategic plans for Nuveen; the operations of the Funds; the quality or level of services provided to the Funds; key personnel that service the Funds and/or the Board and the compensation or incentive arrangements to retain such personnel; Nuveen’s capital structure; the regulatory requirements applicable to Nuveen or Fund operations; and the Funds’ fees and expenses, including the Funds’ complex-wide fee arrangement. Following the meeting of the ad hoc committee, the Board met in person (two Independent Board Members participating telephonically) in executive session on March 26, 2014 to further discuss the proposed Transaction. At the executive session, the Board met privately with independent legal counsel to review its duties with respect to reviewing advisory agreements, particularly in the context of a change of control, and to evaluate further the Transaction and its impact on the Funds, the Adviser and Sub-Adviser (collectively, the “Fund Advisers” and each a “Fund Adviser”) and the services provided. Representatives of Nuveen also met with the Board to update the Board Members on developments regarding the Transaction, respond to questions and to discuss, among other things: the governance of the Fund

 

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Advisers following the Transaction; the background, culture (including with respect to regulatory and compliance matters) and resources of TIAA-CREF; the general plans and intentions of TIAA-CREF for Nuveen; the terms and conditions of the Transaction (including financing terms); any benefits or detriments the Transaction may impose on the Funds, TIAA-CREF or the Fund Advisers; the reaction from Fund Advisers’ employees knowledgeable of the Transaction; the incentive and retention plans for key personnel of Fund Advisers; the potential access to additional distribution platforms and economies of scale; and the impact of any additional regulatory schemes that may be applicable to the Funds given the banking and insurance businesses operated in the TIAA-CREF enterprise. As part of its review, the Board also held a separate meeting on April 15-16, 2014 to review the Funds’ investment performance and consider an analysis provided by the Adviser of the Sub-Adviser, the Transaction and its implications to the Funds. During their review of the materials and discussions, the Independent Board Members presented the Adviser with questions and the Adviser responded. Further, the Independent Board Members met in executive session with independent legal counsel on April 29, 2014 and April 30, 2014.

In connection with their review of the Original Advisory Agreements and the New Advisory Agreements, the Independent Board Members received extensive information regarding the Funds and Fund Advisers including, among other things: the nature, extent and quality of services provided by a Fund Adviser; the organization and operations of any Fund Adviser; the expertise and background of relevant personnel of the Fund Adviser; a review of the applicable Fund’s performance (including performance comparisons against the performance of peer groups and appropriate benchmarks); a comparison of Fund fees and expenses relative to peers; a description and assessment of shareholder service levels for the Funds; a summary of the performance of certain service providers; a review of fund initiatives and shareholder communications; and an analysis of the Adviser’s profitability with comparisons to peers in the managed fund business. In light of the proposed Transaction, the Independent Board Members, through their independent legal counsel, also requested in writing and received additional information regarding the proposed Transaction and its impact on the provision of services by the Fund Advisers.

The Independent Board Members received, well in advance of the April Meeting, materials which responded to the request for information regarding the Transaction and its impact on Nuveen and the Funds including, among other things: the structure and terms of the Transaction; the impact of the Transaction on Nuveen, its operations and the nature, quality and level of services provided to the Funds, including, in particular, any changes to those services that the Funds may experience following the Transaction; the strategic plan for Nuveen, including any financing arrangements following the Transaction and any cost-cutting efforts that may impact services; the organizational structure of TIAA-CREF, including the governance structure of Nuveen following the Transaction; any anticipated effect on each Fund’s expense ratios (including changes to advisory and sub-advisory fees) and economies of scale that may be expected; any benefits or conflicts of interest that TIAA-CREF, Nuveen or their affiliates can expect from the Transaction; any benefits or undue burdens or other negative implications that may be imposed on the Funds as a result of the Transaction; the impact on Nuveen or the Funds as a result of being subject to additional regulatory schemes that TIAA-CREF must comply with in operating its various businesses; and the costs associated with obtaining necessary shareholder approvals and the bearer of such costs. The Independent Board Members also received a memorandum describing the applicable laws, regulations and duties in approving advisory contracts, including in conjunction with a change of control, from their independent legal counsel.

 

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The materials and information prepared in connection with the review of the Original Advisory Agreements and New Advisory Agreements supplemented the information and analysis provided to the Board during the year. In this regard, throughout the year, the Board, acting directly or through its committees, regularly reviewed the performance and various services provided by the Adviser and Sub-Adviser. The Board met at least quarterly as well as at other times as the need arose. At its quarterly meetings, the Board reviewed reports by the Adviser regarding, among other things, Fund performance, Fund expenses, premium and discount levels of closed-end funds, the performance of the investment teams and compliance, regulatory and risk management matters. In addition to regular reports, the Adviser provided special reports to the Board or a committee thereof from time to time to enhance the Board’s understanding of various topics that impact some or all the Nuveen funds (such as distribution channels, oversight of omnibus accounts and leverage management topics), to update the Board on regulatory developments impacting the investment company industry or to update the Board on the business plans or other matters impacting the Adviser. The Board also met with key investment personnel managing certain Nuveen fund portfolios during the year.

In addition, the Board has created several standing committees (the Executive Committee; the Dividend Committee; the Audit Committee; the Compliance, Risk Management and Regulatory Oversight Committee; the Nominating and Governance Committee; the Open-End Funds Committee; and the Closed-End Funds Committee). The Open-End Funds Committee and Closed-End Funds Committee are intended to assist the full Board in monitoring and gaining a deeper insight into the distinctive business practices of closed-end and open-end funds. These two Committees have met prior to each quarterly Board meeting, and the Adviser provided presentations to these Committees permitting them to delve further into specific matters or initiatives impacting the respective product line.

Further, the Board continued its program of seeking to have the Board Members or a subset thereof visit each sub-adviser to the Nuveen funds and meet key investment and business personnel at least once over a multiple year rotation. In this regard, the Independent Board Members made site visits to certain NAM equity and fixed income teams in September 2013 and met with the NAM municipal team at the August and November 2013 quarterly meetings.

The Board considered the information provided and knowledge gained at these meetings and visits during the year when performing its annual review of the Original Advisory Agreements and its review of the New Advisory Agreements. The Independent Board Members also were assisted throughout the process by independent legal counsel. During the course of the year and during their deliberations regarding the review of advisory contracts, the Independent Board Members met with independent legal counsel in executive sessions without management present. In addition, it is important to recognize that the management arrangements for the Funds are the result of many years of review and discussion between the Independent Board Members and Fund management and that the Board Members’ conclusions may be based, in part, on their consideration of fee arrangements and other factors developed in previous years.

The Board considered all factors it believed relevant with respect to each Fund, including, among other things: (a) the nature, extent and quality of the services provided by the Fund Advisers, (b) the investment performance of the Funds and Fund Advisers, (c) the advisory fees and costs of the services to be provided to the Funds and the profitability of the Fund Advisers, (d) the extent of any economies of scale, (e) any benefits derived by the Fund Advisers from the relationship with the Funds and (f) other factors. With respect to the New Advisory

 

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Agreements, the Board also considered the Transaction and its impact on the foregoing factors. Each Board Member may have accorded different weight to the various factors in reaching his or her conclusions with respect to a Fund’s Original Advisory Agreements and New Advisory Agreements. The Independent Board Members did not identify any single factor as all-important or controlling. The Independent Board Members’ considerations were instead based on a comprehensive consideration of all the information presented. The principal factors considered by the Board and its conclusions are described below.

 

A. Nature, Extent and Quality of Services

1. The Original Advisory Agreements

In considering renewal of the Original Advisory Agreements, the Independent Board Members considered the nature, extent and quality of the respective Fund Adviser’s services, including portfolio management services (and the resulting Fund performance) and administrative services. The Independent Board Members further considered the overall reputation and capabilities of the Adviser and its affiliates, the commitment of the Adviser to provide high quality service to the Funds, their overall confidence in the capability and integrity of the Adviser and its staff and the Adviser’s responsiveness to questions and concerns raised by them. The Independent Board Members reviewed materials outlining, among other things: the Fund Adviser’s organization and business; the types of services that the Fund Adviser or its affiliates provide to the Funds; the performance record of the applicable Fund (as described in further detail below); and any initiatives Nuveen had taken for the applicable open-end or closed-end fund product line.

In considering the services provided by the Fund Advisers, the Board recognized that the Adviser provides a myriad of investment management, administrative, compliance, oversight and other services for the Funds, and the Sub-Adviser generally provides the portfolio advisory services to the Funds under the oversight of the Adviser. The Board considered the wide range of services provided by the Adviser to the Nuveen funds beginning with developing the fund, monitoring and analyzing its performance, to providing or overseeing the services necessary to support a fund’s daily operations. The Board recognized the Adviser, among other things, provides: (a) product management (such as analyzing ways to better position a fund in the marketplace, maintaining relationships to gain access to distribution platforms, and setting dividends); (b) fund administration (such as preparing a fund’s tax returns, regulatory filings and shareholder communications; managing fund budgets and expenses; overseeing the fund’s various service providers and supporting and analyzing new and existing funds); (c) Board administration (such as supporting the Board and its committees, in relevant part, by organizing and administering the Board and committee meetings and preparing the necessary reports to assist the Board in its duties); (d) compliance (such as monitoring adherence to the fund’s investment policies and procedures and applicable law; reviewing the compliance program periodically and developing new policies or updating existing compliance policies and procedures as considered necessary or appropriate; responding to regulatory requests; and overseeing compliance testing of sub-advisers); (e) legal support (such as preparing or reviewing fund registration statements, proxy statements and other necessary materials; interpreting regulatory requirements and compliance thereof; and maintaining applicable registrations); and (f) investment services (such as overseeing and reviewing sub-advisers and their investment teams; analyzing performance of the funds; overseeing investment and risk management; overseeing the daily valuation process for portfolio securities and developing and recommending valuation policies

 

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and methodologies and changes thereto; and participating in fund development, leverage management, and the development of investment policies and parameters). With respect to closed-end funds, the Adviser also monitors asset coverage levels on leveraged Funds, manages leverage, negotiates the terms of leverage, evaluates alternative forms and types of leverage, promotes an orderly secondary market for common shares and maintains an asset maintenance system for compliance with certain rating agency criteria.

In its review, the Board also considered the new services, initiatives or other changes adopted since the last advisory contract review that were designed to enhance the services and support the Adviser provides to the Nuveen funds. The Board recognized that some initiatives are a multi-year process. In reviewing the activities of 2013, the Board recognized that the year reflected the Adviser’s continued focus on fund rationalization for both closed-end and open-end funds, consolidating certain funds through mergers that were designed to improve efficiencies and economies of scale for shareholders, repositioning various funds through updates in their investment policies and guidelines with the expectation of bringing greater value to shareholders, and liquidating certain funds. As in the past, the Board recognized the Adviser’s significant investment in its technology initiatives, including the continued progress toward a central repository for fund and other Nuveen product data and implementing a data system to support the risk oversight group enabling it to provide more detailed risk analysis for the Funds. The Board noted the new data system has permitted more in-depth analysis of the investment risks of the funds and across the complex providing additional feedback and insights to the investment teams and more comprehensive risk reporting to the Board. The Adviser also conducted several workshops for the Board regarding the new data system, including explaining the risk measures being applied and their purpose. The Board also recognized the enhancements in the valuation group within the Adviser, including centralizing the fund pricing process within the valuation group, trending to more automated and expedient reviews, and continuing to expand its valuation team. The Board further considered the expansion of personnel in the compliance department enhancing the collective expertise of the group, investments in additional compliance systems and the updates of various compliance policies.

In addition to the foregoing actions, the Board also considered other initiatives related to the closed-end funds, including the continued investment of considerable resources and personnel dedicated to managing and overseeing the various forms of leverage utilized by certain funds. The Board recognized the results of these efforts included the development of less expensive forms of leverage, expansion of leverage providers, the negotiation of more favorable terms for existing leverage, the enhanced ability to respond to market and regulatory developments and the enhancements to technology systems to manage and track the various forms of leverage. The Board also noted Nuveen’s continued capital management services, including executing share repurchase programs, its implementation of data systems that permit more targeted solicitation strategies for fund mergers and more targeted marketing and promotional efforts and its continued focus and efforts to address the discounts of various Funds. The Board further noted Nuveen’s continued commitment to supporting the secondary market for the common shares of its closed-end funds through a comprehensive communication program designed to further educate the investor and analyst about closed-end funds. Nuveen’s support services included, among other things, maintaining and enhancing a closed-end fund website, creating marketing campaigns and educational materials, communicating with financial advisers, sponsoring and participating in conferences, providing educational seminars and programs and evaluating the results of these marketing efforts.

 

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As noted, the Adviser also oversees the Sub-Adviser who provides the portfolio advisory services to the Funds. In reviewing the portfolio advisory services provided to each Fund, the Nuveen Investment Services Oversight Team of the Adviser analyzes the performance of the Sub-Adviser and may recommend changes to the investment team or investment strategies as appropriate. In assisting the Board’s review of the Sub-Adviser, the Adviser provides a report analyzing, among other things, the Sub-Adviser’s investment team and changes thereto, organization and history, assets under management, the investment team’s philosophy and strategies in managing the Fund, developments affecting the Sub-Adviser or Fund and their performance. In their review of the Sub-Adviser, the Independent Board Members considered, among other things, the experience and qualifications of the relevant investment personnel, their investment philosophy and strategies, the Sub-Adviser’s organization and stability, its capabilities and any initiatives taken or planned to enhance its current capabilities or support potential growth of business and, as outlined in further detail below, the performance of the Funds. The Independent Board Members also reviewed portfolio manager compensation arrangements to evaluate each Fund Adviser’s ability to attract and retain high quality investment personnel, preserve stability, and reward performance while not providing an inappropriate incentive to take undue risks.

Given the importance of compliance, the Independent Board Members also considered Nuveen’s compliance program, including the report of the chief compliance officer regarding the Nuveen funds’ compliance policies and procedures; the resources dedicated to compliance; the record of compliance with the policies and procedures; and its supervision of the Funds’ service providers. The Board recognized Nuveen’s commitment to compliance and strong commitment to a culture of compliance. Given the Adviser’s emphasis on monitoring investment risk, the Board has also appointed two Independent Board Members as point persons to review and keep the Board apprised of developments in this area and work with applicable Fund Adviser personnel.

Based on their review, the Independent Board Members found that, overall, the nature, extent and quality of services provided to the respective Funds under each applicable original Advisory Agreement were satisfactory.

2. The New Advisory Agreements

In evaluating the nature, quality and extent of the services expected to be provided by the Fund Advisers under the applicable New Investment Management Agreement or New Sub-Advisory Agreement, the Board Members concluded that no diminution in the nature, quality and extent of services provided to the Funds and their shareholders by the respective Fund Advisers is expected as a result of the Transaction. In making their determination, the Independent Board Members considered, among other things: the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of the respective Fund Adviser; the ability of the Fund Adviser to perform its duties after the Transaction, including any changes to the level or quality of services provided to the Funds; the potential implications of any additional regulatory requirements imposed on the Fund Adviser or Funds following the Transaction; and any anticipated changes to the investment and other practices of the Funds.

The Board noted that the terms of each New Investment Management Agreement, including the fees payable thereunder, are substantially identical to those of the Original Investment Management Agreement relating to the same Fund. Similarly, the terms of each New

 

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Sub-Advisory Agreement, including fees payable thereunder, are substantially identical to those of the Original Sub-Advisory Agreement relating to the same Fund. The Board considered that the services to be provided and the standard of care under the New Investment Management Agreements and the New Sub-Advisory Agreements are the same as the corresponding original agreements. The Board Members noted the Transaction also does not alter the allocation of responsibilities between the Adviser and Sub-Adviser. The Sub-Adviser will continue to furnish an investment program, make investment decisions and place all orders for the purchase and sale of securities, all on behalf of the applicable Fund and subject to oversight of the Board and the Adviser. The Board noted that TIAA-CREF did not anticipate any material changes to the advisory, sub-advisory or other services provided to the Funds as a result of the Transaction. The Independent Board Members recognized that there were not any planned “cost cutting” measures that could be expected to reduce the nature, extent or quality of services. The Independent Board Members further noted that there were currently no plans for material changes to senior personnel at Nuveen or key personnel who provide services to the Funds and the Board following the Transaction. The key personnel who have responsibility for the Funds in each area, including portfolio management, investment oversight, fund management, fund operations, product management, legal/compliance and board support functions, are expected to be the same following the Transaction, although such personnel may have additional reporting requirements to TIAA-CREF. The Board also considered the anticipated incentive plans designed to retain such key personnel. Notwithstanding the foregoing, the Board Members recognized that personnel changes may occur in the future as a result of normal business developments or personal career decisions.

The Board Members also considered Nuveen’s proposed governance structure following the Transaction and noted that Nuveen was expected to remain a stand-alone business within the TIAA-CREF enterprise and operate relatively autonomously from the other TIAA-CREF businesses, but would receive the general support and oversight from certain TIAA-CREF functional groups (such as legal, finance, internal audit, compliance, and risk management groups). The Board recognized, however, that Nuveen may be subject to additional reporting requirements as it keeps TIAA-CREF abreast of developments affecting the Nuveen business, may be required to modify certain of its reports, policies and procedures as necessary to conform to the practices followed in the TIAA-CREF enterprise, and may need to collaborate with TIAA-CREF with respect to strategic planning for its business.

In considering the implications of the Transaction, the Board Members also recognized the reputation and size of TIAA-CREF and the benefits that the Transaction may bring to the Funds and Nuveen. In this regard, the Board recognized, among other things, that the increased resources and support that may be available to Nuveen from TIAA-CREF and the improved capital structure of Nuveen Investments, Inc. (the parent of the Adviser) that would result from the significant reduction in its debt level may reinforce and enhance Nuveen’s ability to provide quality services to the Funds and to invest further into its infrastructure.

Further, with the consummation of the Transaction, the Board recognized the enhanced distribution capabilities for the Funds as the Funds may gain access to TIAA-CREF’s distribution network, particularly through TIAA-CREF’s retirement platform and institutional client base. The Board also considered that investors in TIAA-CREF’s retirement platform may choose to roll their investments as they exit their retirement plans into the Funds. The Independent Board Members recognized the potential cost savings to the benefit of all shareholders of the

 

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Funds from reduced expenses as assets in the Nuveen fund complex rise pursuant to the complex-wide fee arrangement described in further detail below.

Based on their review, the Independent Board Members found that the expected nature, extent and quality of services to be provided to the respective Funds under each applicable New Advisory Agreement were satisfactory and supported approval of the New Advisory Agreements.

 

B. The Investment Performance of the Funds and Fund Advisers

1. The Original Advisory Agreements

The Board, including the Independent Board Members, considered the performance history of each Fund over various time periods. The Board reviewed reports, including an analysis of the Funds’ performance and the applicable investment team. In considering a Fund’s performance, the Board recognized that a Fund’s performance can be reviewed through various measures including the Fund’s absolute return, the Fund’s return compared to the performance of other peer funds, and the Fund’s performance compared to its respective benchmark. Accordingly, the Board reviewed, among other things, each Fund’s historic investment performance as well as information comparing the Fund’s performance information with that of other funds (the “Performance Peer Group”) and with recognized and/or customized benchmarks (i.e., generally benchmarks derived from multiple recognized benchmarks) for the quarter, one-, three- and five-year periods ending December 31, 2013, as well as performance information reflecting the first quarter of 2014 (or for such shorter periods available for Funds that did not exist for part of the foregoing time frame). With respect to closed-end funds, the Independent Board Members also reviewed historic premium and discount levels, including a summary of actions taken to address or discuss other developments affecting the secondary market discounts of various Nuveen funds. This information supplemented the Fund performance information provided to the Board at each of its quarterly meetings.

In evaluating performance, the Board recognized several factors that may impact the performance data as well as the consideration given to particular performance data.

 

   

The performance data reflects a snapshot in time, in this case as of the end of the most recent calendar year or quarter. A different performance period, however, could generate significantly different results.

 

   

Long-term performance can be adversely affected by even one period of significant underperformance so that a single investment decision or theme has the ability to disproportionately affect long-term performance.

 

   

The investment experience of a particular shareholder in the Funds will vary depending on when such shareholder invests in the applicable Fund, the class held (if multiple classes offered in a Fund) and the performance of the Fund (or respective class) during that shareholder’s investment period.

 

   

The usefulness of comparative performance data as a frame of reference to measure a Fund’s performance may be limited because the Performance Peer Group, among other things, does not adequately reflect the objectives and strategies of the Fund, has a different investable universe, or the composition of the peer set may be limited in size or number as well as other factors. In this regard, the Board noted that the Adviser

 

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classified the Performance Peer Groups of the Funds from highly relevant to less relevant. Funds classified with less relevant Performance Peer Groups include all the Funds except the Nuveen California Dividend Advantage Municipal Fund 2 (NVX), the Nuveen California Dividend Advantage Municipal Fund 3 (NZH), and the Nuveen Pennsylvania Investment Quality Municipal Fund (NQP). For these Funds, the Board considered a Fund’s performance compared to its benchmark to help assess the Fund’s comparative performance. A Fund was generally considered to have performed comparably to its benchmark if the Fund’s performance was within certain thresholds compared to the performance of its benchmark and was considered to have outperformed or underperformed its benchmark if the Fund’s performance was beyond these thresholds for the one- and three-year periods, subject to certain exceptions.1 While the Board is cognizant of the relative performance of a Fund’s peer set and/or benchmark(s), the Board evaluated Fund performance in light of the respective Fund’s investment objectives, investment parameters and guidelines and considered that the variations between the objectives and investment parameters or guidelines of the Fund with its peers and/or benchmarks result in differences in performance results. Further, for Nuveen funds that utilize leverage, the Board understands that leverage during different periods can provide both benefits and risks to a portfolio as compared to an unlevered benchmark.

With respect to any Nuveen funds for which the Board has identified performance concerns, the Board monitors such funds closely until performance improves, discusses with the Adviser the reasons for such results, considers those steps necessary or appropriate to address such issues, and reviews the results of any efforts undertaken. The Board is aware, however, that shareholders chose to invest or remain invested in a fund knowing that the Adviser manages the fund and knowing the fund’s fee structure.

In considering the performance data, the Independent Board Members noted that Nuveen Pennsylvania Investment Quality Municipal Fund (NQP) had satisfactory performance, performing in the third quartile over various periods. The Board further noted that Nuveen California Dividend Advantage Municipal Fund 2 (NVX) and Nuveen California Dividend Advantage Municipal Fund 3 (NZH) lagged their respective Performance Peer Group over various periods. In this regard, Nuveen California Dividend Advantage Municipal Fund 2 (NVX) was in the fourth quartile for the one- and five-year period and third quartile for the three-year period, and Nuveen California Dividend Advantage Municipal Fund 3 (NZH) was in the fourth quartile for the one- and three-year periods and the third quartile for the five-year period. Both Funds, however, outperformed their benchmarks in the three- and five-year periods. In addition, Nuveen California Dividend Advantage Municipal Fund 2 (NVX) was in the second quartile and outperformed its benchmark and Nuveen California Dividend Advantage Municipal Fund 3 (NZH) was in the first quartile and outperformed its benchmark for the quarter ending March 31, 2014. The Board recognized that the underperformance of Nuveen California Dividend Advantage Municipal Fund 2 (NVX) and Nuveen California Dividend Advantage Fund 3 (NZH) was due to, among other things, fund-level leverage and an overweight in longer

 

1  The Board recognized that the Adviser considered a Fund to have outperformed or underperformed its benchmark if the Fund’s performance was higher or lower than the performance of the benchmark by the following thresholds: for open-end funds (+/- 100 basis points for equity funds excluding index funds; +/- 30 basis points for tax exempt fixed income funds; +/- 40 basis points for taxable fixed income funds) and for closed-end funds (assuming 30% leverage) (+/- 130 basis points for equity funds excluding index funds; +/- 39 basis points for tax exempt funds and +/- 52 basis points for taxable fixed income funds).

 

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duration bonds. Considering each Fund’s strategy including the rationale for the use of longer duration bonds, the Board determined each Fund’s performance over time was satisfactory.

With respect to the Funds with Performance Peer Groups classified as less relevant noted above, the Board considered the Funds’ performance compared to their respective benchmarks and noted that certain Funds’ performance over time was satisfactory compared to the performance of their benchmarks. In this regard, the Board considered that although Nuveen Arizona Premium Income Municipal Fund (NAZ), Nuveen California Municipal Value Fund, Inc. (NCA), Nuveen Texas Quality Income Municipal Fund (NTX), Nuveen California Select Tax-Free Income Portfolio (NXC) and Nuveen Michigan Quality Income Municipal Fund (NUM) underperformed their respective benchmark in the one-year period, they outperformed their benchmark in the three- and five-year periods; although Nuveen Ohio Quality Income Municipal Fund (NUO) underperformed its benchmark in the one-year period, it provided generally comparable performance in the three-year period and outperformed its benchmark in the five-year period; although Nuveen California Municipal Value Fund 2 (NCB), Nuveen New Jersey Municipal Value Fund (NJV) and Nuveen Pennsylvania Municipal Value Fund (NPN) underperformed their benchmark in the one-year period, they outperformed their benchmark in the three-year period; although Nuveen New York Municipal Value Fund, Inc. (NNY) underperformed its benchmark in the one-year period, such Fund provided generally comparable performance in the three- and five-year periods; and although Nuveen New York Municipal Value Fund 2 (NYV) underperformed its benchmark in the one-year period, it provided generally comparable performance in the three-year period.

With respect to Nuveen New York Select-Tax Free Income Portfolio (NXN) and Nuveen New York AMT-Free Municipal Income Fund (NRK), the Board noted that such Funds underperformed their benchmarks over the one- and three-year periods although both Funds provided generally comparable performance to their benchmark in the five-year period. The Board noted that such Funds’ underperformance compared to their respective benchmark in 2013 was a result of, among other things, an overweight in longer duration bonds, fund-level leverage and, with respect to Nuveen New York Select-Tax Free Income Portfolio (NXN), an overweight in certain lower rated bonds. Although the exposure to longer duration bonds was a contributor to the Funds’ underperformance compared to its benchmark in the one-year period, the Board noted that longer duration bonds had been additive to performance in the three-year period. The Board considered the market conditions, the objectives of the Funds and the investment philosophy underlying the emphasis of longer duration bonds and determined that performance of the Funds over time was satisfactory.

Except as otherwise noted above, based on their review, the Independent Board Members determined that each Fund’s investment performance had been satisfactory.

2. The New Advisory Agreements

With respect to the performance of the Funds, the Board considered that the portfolio investment personnel responsible for the management of the Funds’ portfolios were expected to continue to manage the portfolios following the completion of the Transaction and the investment strategies of the Funds were not expected to change as a result of the Transaction. Accordingly, the findings regarding performance outlined above for the Original Advisory Agreements are applicable to the review of the New Advisory Agreements.

 

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C. Fees, Expenses and Profitability

1. Fees and Expenses

The Board evaluated the management fees and expenses of each Fund reviewing, among other things, such Fund’s gross management fees, net management fees and net expense ratios in absolute terms as well as compared to the fees and expenses of a comparable universe of funds provided by an independent fund data provider (the “Peer Universe”) and any expense limitations.

The Independent Board Members further reviewed the methodology regarding the construction of the applicable Peer Universe. In reviewing the comparisons of fee and expense information, the Independent Board Members took into account that in certain instances various factors such as: the limited size and particular composition of the Peer Universe (including the inclusion of other Nuveen funds in the peer set); expense anomalies; changes in the funds comprising the Peer Universe from year to year; levels of reimbursement or fee waivers; the timing of information used; and the differences in the type and use of leverage may impact the comparative data thereby limiting somewhat the ability to make a meaningful comparison with peers.

In reviewing the fee schedule for a Fund, the Independent Board Members also considered the fund-level and complex-wide breakpoint schedules (described in further detail below) and any fee waivers and reimbursements provided by Nuveen. In reviewing fees and expenses (excluding leverage costs and leveraged assets for the closed-end funds), the Board considered the expenses and fees to be higher if they were over 10 basis points higher, slightly higher if they were approximately 6 to 10 basis points higher, in line if they were within approximately 5 basis points higher than the peer average and below if they were below the peer average of the Peer Universe. In reviewing the reports, the Board noted that the majority of the Nuveen funds were at, close to or below their peer average based on the net total expense ratio. The Independent Board Members observed that the Funds had net management fees and net expense ratios (including fee waivers and expense reimbursements) below or in line with their peer averages, except Nuveen California Dividend Advantage Municipal Fund 3 (NZH). Nuveen California Dividend Advantage Municipal Fund 3 (NZH) had net management fees slightly higher than its peer average but a net expense ratio in line with its peer average.

Based on their review of the fee and expense information provided, the Independent Board Members determined that each Fund’s management fees (as applicable) to a Fund Adviser were reasonable in light of the nature, extent and quality of services provided to the Fund.

2. Comparisons with the Fees of Other Clients

The Board recognized that all Nuveen funds have a sub-adviser, either affiliated or non-affiliated, and therefore, the overall Fund management fee can be divided into two components, the fee retained by the Adviser and the fee paid to the sub-adviser. In general terms, the fee to the Adviser reflects the administrative and other services it provides to support the Funds (as described above) and while some administrative services may occur at the sub-adviser level, the fee to the sub-adviser generally reflects the portfolio management services provided by the sub-adviser. The Independent Board Members considered the fees a Fund Adviser assesses to the Funds compared to that of other clients. With respect to municipal

 

24


funds, such other clients of a Fund Adviser may include: municipal separately managed accounts and passively managed exchange traded funds (ETFs) sub-advised by the Adviser.

The Independent Board Members reviewed the nature of services provided by the Adviser, including through its affiliated sub-advisers and the average fee the affiliated sub-advisers assessed such clients as well as the range of fees assessed to the different types of separately managed accounts (such as retail, institutional or wrap accounts) to the extent applicable to the respective sub-adviser. In their review, the Independent Board Members considered the differences in the product types, including, but not limited to: the services provided, the structure and operations, product distribution and costs thereof, portfolio investment policies, investor profiles, account sizes and regulatory requirements. In evaluating the comparisons of fees, the Independent Board Members noted that the fee rates charged to the Funds and other clients vary, among other things, because of the different services involved and the additional regulatory and compliance requirements associated with registered investment companies, such as the Funds. The Independent Board Members noted that as a general matter, higher fee levels reflect higher levels of service, increased investment management complexity, greater product management requirements and higher levels of risk or a combination of the foregoing. The Independent Board Members further noted, in particular, that the range of services provided to the Funds (as discussed above) is generally much more extensive than that provided to separately managed accounts. Many of the additional administrative services provided by the Adviser are not required for institutional clients. The Independent Board Members also recognized that the management fee rates of the foreign funds advised by the Adviser may vary due to, among other things, differences in the client base, governing bodies, operational complexities and services covered by the management fee. Given the inherent differences in the various products, particularly the extensive services provided to the Funds, the Independent Board Members believe such facts justify the different levels of fees.

3. Profitability of Fund Advisers

In conjunction with their review of fees, the Independent Board Members also considered the profitability of Nuveen for its advisory activities and its financial condition. The Independent Board Members reviewed the revenues and expenses of Nuveen’s advisory activities for the last two calendar years, the allocation methodology used in preparing the profitability data, an analysis of the key drivers behind the changes in revenues and expenses that impacted profitability in 2013 and Nuveen’s consolidated financial statements for 2013. The Independent Board Members noted this information supplemented the profitability information requested and received during the year to help keep them apprised of developments affecting profitability (such as changes in fee waivers and expense reimbursement commitments). In this regard, the Independent Board Members noted that two Independent Board Members served as point persons to review the profitability analysis and methodologies employed, any changes thereto, and to keep the Board apprised of such changes. The Independent Board Members also considered Nuveen’s revenues for advisory activities, expenses, and profit margin compared to that of various unaffiliated management firms.

In reviewing profitability, the Independent Board Members noted the Adviser’s continued investment in its business with expenditures to, among other things, upgrade its investment technology and compliance systems and provide for additional personnel and other resources. The Independent Board Members recognized the Adviser’s continued commitment to its business should enhance the Adviser’s capacity and capabilities in providing the services

 

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necessary to meet the needs of the Funds as they grow or change over time. In addition, in evaluating profitability, the Independent Board Members also noted the subjective nature of determining profitability which may be affected by numerous factors including the allocation of expenses and that various allocation methodologies may each be reasonable but yield different results. Further, the Independent Board Members recognized the difficulties in making comparisons as the profitability of other advisers generally is not publicly available, and the profitability information that is available for certain advisers or management firms may not be representative of the industry and may be affected by, among other things, the adviser’s particular business mix, capital costs, size, types of funds managed and expense allocations. Notwithstanding the foregoing, the Independent Board Members noted the Adviser’s adjusted operating margin appears to be reasonable in relation to other investment advisers and sufficient to operate as a viable investment management firm meeting its obligations to the Funds. Based on their review, the Independent Board Members concluded that the Adviser’s level of profitability for its advisory activities was reasonable in light of the services provided.

With respect to sub-advisers affiliated with Nuveen, including NAM, the Independent Board Members reviewed such sub-advisers’ revenues, expenses and profitability margins (pre- and post-tax) for their advisory activities and the methodology used for allocating expenses among the internal sub-advisers. Based on their review, the Independent Board Members were satisfied that the respective Fund Adviser’s level of profitability was reasonable in light of the services provided.

In evaluating the reasonableness of the compensation, the Independent Board Members also considered other amounts paid to a Fund Adviser by the Funds as well as indirect benefits (such as soft dollar arrangements), if any, the Fund Adviser and its affiliates receive or are expected to receive that are directly attributable to the management of the Funds. See Section E below for additional information on indirect benefits the Fund Adviser may receive as a result of its relationship with the Funds. Based on their review of the overall fee arrangements of each Fund, the Independent Board Members determined that the advisory fees and expenses of the respective Fund were reasonable.

4. The New Advisory Agreements

As noted above, the terms of the New Advisory Agreements are substantially identical to their corresponding Original Advisory Agreements. The fee schedule, including the breakpoint schedule and complex-wide fee schedule, in each New Advisory Agreement is identical to that under the corresponding Original Advisory Agreement. The Board Members also noted that Nuveen has committed for a period of two years from the date of closing the Transaction not to increase contractual management fee rates for any Nuveen fund. This commitment shall not limit or otherwise affect mergers or liquidations of any Funds in the ordinary course. Based on the information provided, the Board Members did not believe that the overall expenses would increase as a result of the Transaction. In addition, the Board Members recognized that the Nuveen funds may gain access to the retirement platform and institutional client base of TIAA-CREF, and the investors in the retirement platforms may roll their investments into one or more Nuveen funds as they exit their retirement plans. The enhanced distribution access may result in additional sales of the Funds resulting in an increase in total assets under management in the complex and a corresponding decrease in overall management fees if additional breakpoints at the fund-level or complex-wide level are met. Based on

 

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its review, the Board determined that the management fees and expenses under the New Advisory Agreements were reasonable.

Further, other than from a potential reduction in the debt level of Nuveen Investments, the Board recognized that it is difficult to predict with any degree of certainty the impact of the Transaction on Nuveen’s profitability. Given the fee schedule was not expected to change under the New Advisory Agreements, however, the Independent Board Members concluded that the Fund Adviser’s level of profitability for its advisory activities under the New Advisory Agreements would continue to be reasonable in light of the services provided.

 

D. Economies of Scale and Whether Fee Levels Reflect These Economies of Scale

1. The Original Advisory Agreements

With respect to economies of scale, the Independent Board Members have recognized the potential benefits resulting from the costs of a fund being spread over a larger asset base, although economies of scale are difficult to measure and predict with precision, particularly on a fund-by-fund basis. One method to help ensure the shareholders share in these benefits is to include breakpoints in the advisory fee schedule. Generally, management fees for funds in the Nuveen complex are comprised of a fund-level component and a complex-level component, subject to certain exceptions. Accordingly, the Independent Board Members reviewed and considered the applicable fund-level breakpoints in the advisory fee schedules that reduce advisory fees as asset levels increase. Further, the Independent Board Members noted that although closed-end funds may from time-to-time make additional share offerings, the growth of their assets would occur primarily through the appreciation of such funds’ investment portfolio.

In addition to fund-level advisory fee breakpoints, the Board also considered the Funds’ complex-wide fee arrangement. Pursuant to the complex-wide fee arrangement, the fees of the funds in the Nuveen complex are reduced as the assets in the fund complex reach certain levels. The complex-wide fee arrangement seeks to provide the benefits of economies of scale to fund shareholders when total fund complex assets increase, even if assets of a particular fund are unchanged or have decreased. The approach reflects the notion that some of Nuveen’s costs are attributable to services provided to all its funds in the complex and therefore all funds benefit if these costs are spread over a larger asset base.

Based on their review, the Independent Board Members concluded that the breakpoint schedules and complex-wide fee arrangement (as applicable) were acceptable and reflect economies of scale to be shared with shareholders when assets under management increase.

2. The New Advisory Agreements

As noted, the Independent Board Members recognized that the fund-level and complex-wide schedules will not change under the New Advisory Agreements. Assets in the funds advised by TIAA-CREF or its current affiliates will not be included in the complex-wide fee calculation. Nevertheless, the Nuveen funds may have access to TIAA-CREF’s retirement platform and institutional client base. The access to this distribution network may enhance the distribution of the Nuveen funds which, in turn, may lead to reductions in management and sub-advisory fees

 

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if the Nuveen funds reach additional fund-level and complex-wide break point levels. Based on their review, including the considerations in the annual review of the Original Advisory Agreements, the Independent Board Members determined that the fund-level breakpoint schedules and complex-wide fee schedule continue to be appropriate and desirable in ensuring that shareholders participate in the benefits derived from economies of scale under the New Advisory Agreements.

 

E. Indirect Benefits

1. The Original Advisory Agreements

In evaluating fees, the Independent Board Members received and considered information regarding potential “fall out” or ancillary benefits the respective Fund Adviser or its affiliates may receive as a result of its relationship with each Fund. In this regard, with respect to closed-end Funds, the Independent Board Members considered any revenues received by affiliates of the Adviser for serving as co-manager in initial public offerings of new closed-end funds as well as revenues received in connection with secondary offerings.

In addition to the above, the Independent Board Members considered whether the Fund Adviser received any benefits from soft dollar arrangements whereby a portion of the commissions paid by a Fund for brokerage may be used to acquire research that may be useful to the Fund Adviser in managing the assets of the Funds and other clients. The Funds’ portfolio transactions are allocated by the Sub-Adviser. Accordingly, the Independent Board Members considered that the Sub-Adviser may benefit from its soft dollar arrangements pursuant to which it receives research from brokers that execute the applicable Fund’s portfolio transactions. With respect to any fixed income securities, however, the Board recognized that such securities generally trade on a principal basis that does not generate soft dollar credits. Similarly, the Board recognized that the research received pursuant to soft dollar arrangements by the Sub-Adviser may also benefit the applicable Funds and shareholders to the extent the research enhances the ability of the Sub-Adviser to manage the respective Fund. The Independent Board Members noted that the Sub-Adviser’s profitability may be somewhat lower if it did not receive the research services pursuant to the soft dollar arrangements and had to acquire such services directly.

Based on their review, the Independent Board Members concluded that any indirect benefits received by a Fund Adviser as a result of its relationship with the Funds were reasonable and within acceptable parameters.

2. The New Advisory Agreements

The Independent Board Members noted that as the applicable policies and operations of the Fund Advisers with respect to the Funds were not anticipated to change significantly after the Transaction, such indirect benefits should remain after the Transaction. The Independent Board Members further noted the benefits the Transaction would provide to TIAA-CREF and Nuveen, including a larger-scale fund complex, certain shared services (noted above) and a broader range of investment capabilities, distribution capabilities and product line. Further, the Independent Board Members noted that Nuveen Investments, Inc. (the parent of the Adviser) would benefit from an improved capital structure through a reduction in its debt level.

 

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F. Other Considerations for the New Advisory Agreements

In addition to the factors above, the Board Members also considered the following with respect to the Nuveen funds:

 

   

Nuveen would rely on the provisions of Section 15(f) of the 1940 Act. In this regard, to help ensure that an unfair burden is not imposed on the Nuveen funds, Nuveen has committed for a period of two years from the date of the closing of the Transaction not to increase contractual management fee rates for any Fund. This commitment shall not limit or otherwise affect mergers or liquidations of any Funds in the ordinary course.

 

   

The Nuveen funds would not incur any costs in seeking the necessary shareholder approvals for the New Investment Management Agreements or New Sub-Advisory Agreements (except for any costs attributed to seeking shareholder approvals of fund specific matters unrelated to the Transaction, such as election of Board Members or changes to investment policies, in which case a portion of such costs will be borne by the applicable funds).

 

   

The reputation, financial strength and resources of TIAA-CREF.

 

   

The long-term investment philosophy of TIAA-CREF and anticipated plans to grow Nuveen’s business to the benefit of the Nuveen funds.

 

   

The benefits to the Nuveen funds as a result of the Transaction including: (i) increased resources and support available to Nuveen as well as an improved capital structure that may reinforce and enhance the quality and level of services it provides to the funds; (ii) potential additional distribution capabilities for the funds to access new markets and customer segments through TIAA-CREF’s distribution network, including, in particular, its retirement platforms and institutional client base; and (iii) access to TIAA-CREF’s expertise and investment capabilities in additional asset classes.

 

G. Other Considerations

The Independent Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members, including the Independent Board Members, unanimously concluded that the terms of each Original Advisory Agreement and New Advisory Agreement are fair and reasonable, that the respective Fund Adviser’s fees are reasonable in light of the services provided to each Fund and that the Original Advisory Agreements be renewed and the New Advisory Agreements be approved.

 

II. Approval of Interim Advisory Agreements

At the April Meeting, the Board Members, including the Independent Board Members, unanimously approved the Interim Investment Management Agreements and Interim Sub-Advisory Agreements. If necessary to assure continuity of advisory services, the Interim Investment Management Agreements and Interim Sub-Advisory Agreements will take effect upon the closing of the Transaction if shareholders have not yet approved the New Investment Management Agreements and New Sub-Advisory Agreements. The terms of each Interim Investment Management Agreement and Interim Sub-Advisory Agreement are substantially

 

29


identical to those of the corresponding Original Investment Management Agreement and New Investment Management Agreement and the Original Sub-Advisory Agreement and New Sub-Advisory Agreement, respectively, except for certain term and fee escrow provisions. In light of the foregoing, the Board Members, including the Independent Board Members, unanimously determined that the scope and quality of services to be provided to the Funds under the respective Interim Investment Management Agreement and Interim Sub-Advisory Agreement are at least equivalent to the scope and quality of services provided under the applicable Original Investment Management Agreement and Original Sub-Advisory Agreement.

 

30


PROPOSAL 3: ELECTION OF BOARD MEMBERS

Nominees and Composition of the Board

Pursuant to the organizational documents of each Fund, each Board is divided into three classes, Class I, Class II and Class III, to be elected by the holders of the outstanding common shares and any outstanding Preferred Shares, voting together as a single class to serve until the third succeeding annual meeting subsequent to their election or thereafter, in each case until their successors have been duly elected and qualified. For each of NAZ, NTX, NUM, NUO, NVX, NZH, NQP and NRK, under normal circumstances, holders of Preferred Shares are entitled to elect two (2) Board Members. The Board Members elected by holders of Preferred Shares will be elected to serve until the next annual meeting or until their successors shall have been duly elected and qualified.

For each of NCA, NCB, NXC, NXN, NJV, NPN, NNY and NYV:

Four (4) Board Members are to be elected by all shareholders. Board Members William Adams IV, David J. Kundert, John K. Nelson and Terence J. Toth have been designated as Class II Board Members and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2017 or until their successors have been duly elected and qualified.

The composition of the Board of NCA, NCB, NXC, NXN, NJV, NPN, NNY and NYV is as follows:

 

Class I Board Members(1)

 

Class II Board Members(2)

 

Class III Board Members(3)

William C. Hunter

  William Adams IV   Robert P. Bremner

Judith M. Stockdale

  David J. Kundert   Jack B. Evans

Carole E. Stone

  John K. Nelson   Thomas S. Schreier, Jr.

Virginia L. Stringer

  Terence J. Toth   William J. Schneider

 

(1) Class I Board Members are current and continuing Board Members. For NCA, NCB, NJV and NPN, Class I Board Members Stockdale, Stone, Stringer and Hunter were last elected at the Fund’s annual meeting of shareholders held on November 26, 2013. For NXC and NXN, Class I Board Members Stockdale, Stone, Stringer and Hunter were last elected at the Fund’s annual meeting of shareholders held on August 7, 2013. For NNY and NYV, Class I Board Members Stockdale, Stone, Stringer and Hunter were last elected at the Fund’s annual meeting of shareholders held on April 3, 2013. The terms of the Class I Board Members will expire at the Fund’s annual meeting of shareholders in 2016 or until their successors have been duly elected and qualified.
(2) Class II Board Members are standing for election at the Meeting for a term expiring at the annual meeting of shareholders in 2017 or until their successors have been duly elected and qualified. For NCB, NJV and NPN, Class II Board Members Kundert and Toth were last elected at the Fund’s annual meeting of shareholders held on November 15, 2011. For NCA, Class II Board Members Kundert and Toth were last elected at the Fund’s annual meeting of shareholders held on November 15, 2011 and adjourned to December 16, 2011. For NXC and NXN, Class II Board Members Kundert and Toth were last elected at the Fund’s annual meeting of shareholders held on July 25, 2011. For NNY and NYV, Class II Board Members Kundert and Toth were last elected at the Fund’s annual meeting of shareholders held on May 6, 2011. Board Members Adams and Nelson were appointed to the Board of each Fund effective September 1, 2013.
(3) Class III Board Members are current and continuing Board Members. For NCA, NCB, NJV and NPN, Class III Board Members Bremner, Evans and Schneider were last elected at the Fund’s annual meeting held on November 14, 2012 and adjourned to December 14, 2012. For NXC and NXN, Class III Board Members Bremner, Evans and Schneider were last elected at the Fund’s annual meeting held on July 31, 2012. For NNY, Class III Board Members Bremner, Evans and Schneider were last elected at the Fund’s annual meeting held on March 30, 2012 and adjourned to May 8, 2012. For NYV, Class III Board Members Bremner, Evans and Schneider were last elected at the Fund’s annual meeting held on March 30, 2012. Class III Board Member Schreier was appointed to the Board effective September 1, 2013. The terms of Class III Board Members will expire at the Fund’s annual meeting of shareholders in 2015 or until their successors have been duly elected and qualified.

 

31


For each of NAZ, NTX, NUM, NUO, NVX, NZH, NQP and NRK:

Board Members are standing for election at the Meeting as follows:

 

  (i) four (4) Board Members are to be elected by holders of common shares and Preferred Shares, voting together as a single class. Board Members William Adams IV, David J. Kundert, John K. Nelson and Terence J. Toth have been designated as Class II Board Members and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2017 or until their successors have been duly elected and qualified.

 

  (ii) two (2) Board Members are to be elected by holders of Preferred Shares, each series voting together as a single class. Board Members William C. Hunter and William J. Schneider are nominees for election by holders of Preferred Shares for a term expiring at the next annual meeting or until their successors have been duly elected and qualified.

The composition of the Board of NAZ, NTX, NUM, NUO, NVX, NZH, NQP and NRK is as follows:

 

Class I Board Members(1)

 

Class II Board Members(2)

 

Class III Board Members(3)

 

Preferred Shares
Board Members(4)

Judith M. Stockdale

  William Adams IV   Robert P. Bremner   William C. Hunter

Carole E. Stone

  David J. Kundert   Jack B. Evans   William J. Schneider

Virginia L. Stringer

 

John K. Nelson

Terence J. Toth

  Thomas S. Schreier, Jr.    

 

(1) Class I Board Members are current and continuing Board Members. For NAZ, NTX, NUM, NUO, NVX and NZH, Class I Board Members Stockdale, Stone and Stringer were last elected at the Fund’s annual meeting of shareholders held on November 26, 2013. For NQP, Class I Board Members Stockdale, Stone and Stringer were last elected at the Fund’s annual meeting of shareholders held on November 22, 2013. For NRK, Class I Board Members Stockdale, Stone and Stringer were last elected at the Fund’s annual meeting of shareholders held on August 7, 2013. The terms of the Class I Board Members will expire at the Fund’s annual meeting of shareholders in 2016 or until their successors have been duly elected and qualified.
(2) Class II Board Members are standing for election at the Meeting for a term expiring at the annual meeting of shareholders in 2017 or until their successors have been duly elected and qualified. For NAZ and NUO, Class II Board Members Kundert and Toth were last elected by the initial shareholder of the Fund, the Adviser, on April 8, 2013. For NUM, Class II Board Members Kundert and Toth were last elected by the initial shareholder of the Fund, the Adviser, on January 7, 2013. For NTX, NVX, NZH and NQP, Class II Board Members Kundert and Toth were last elected at the Fund’s annual meeting of shareholders held on November 15, 2012 and adjourned to December 16, 2012. For NRK, Class II Board Members Kundert and Toth were last elected at the Fund’s annual meeting of shareholders held on May 6, 2011. Class II Board Members Adams and Nelson were appointed to the Board effective September 1, 2013. The terms of the Class II Board Members will expire at the Fund’s next succeeding annual meeting of shareholders or when their successors have been duly elected and qualified.
(3) Class III Board Members are current and continuing Board Members. For NAZ and NUO, Class III Board Members Bremner and Evans were last elected by the initial shareholder of the Fund, the Adviser, on April 8, 2013. For NUM, Class III Board Members Bremner and Evans were last elected by the initial shareholder of the Fund, the Adviser, on January 7, 2013. For NTX, NZH and NQP, Class III Board Members Bremner and Evans were last elected at the Fund’s annual meeting of shareholders held on November 14, 2012 and adjourned to December 14, 2012. For NVX, Class III Board Members Bremner and Evans were last elected at the Fund’s annual meeting of shareholders held on November 14, 2012. For NRK, Class III Board Members Bremner and Evans were last elected at the Fund’s annual meeting of shareholders held on March 30, 2012 and adjourned to May 8, 2012. Class III Board Member Schreier was appointed to the Board effective September 1, 2013. The terms of the Class III Board Members will expire at the next annual meeting of shareholders in 2015 or until their successors have been duly elected and qualified.
(4) The Board Members elected by holders of Preferred Shares are standing for election at the Meeting for a term expiring at the next annual meeting or until their successors have been duly elected and qualified. For NAZ, NTX, NVM, NUO, NVX and NZH, Preferred Shares Board Members Hunter and Schneider were last elected at the Fund’s annual meeting of shareholders held on November 26, 2013. For NQP, Preferred Shares Board Members Hunter and Schneider were last elected at the Fund’s annual meeting of shareholders held on November 22, 2013. For NRK, Preferred Shares Board Members Hunter and Schneider were last elected at the Fund’s annual meeting of shareholders held on August 7, 2013.

 

32


It is the intention of the persons named in the enclosed proxy to vote the shares represented thereby for the election of the nominees listed above unless the proxy is marked otherwise. Each of the nominees has agreed to serve as a Board Member of each Fund if elected. However, should any nominee become unable or unwilling to accept nomination for election, the proxies will be voted for substitute nominees, if any, designated by that Fund’s present Board.

For all Funds, other than Messrs. Adams and Schreier, all Board Member nominees are not “interested persons” as defined in the 1940 Act, of the Funds or of the Adviser and have never been an employee or director of Nuveen, the Adviser’s parent company, or any affiliate.

The Board of each Fund unanimously recommends that shareholders of the Fund vote FOR the election of the nominees named herein.

Board Members and Nominees

 

Name, Business Address
and Year of Birth
  Position(s)
Held with
Funds
  Term of Office
and Length of
Time Served(1)
  

Principal Occupation(s)

During Past Five Years

  Number of
Portfolios
in Fund
Complex
Overseen
by  Board
Member
  Other
Directorships
Held by
Board
Member
During
Past Five
Years
INDEPENDENT BOARD MEMBERS  

William J. Schneider(2)

333 West Wacker Drive

Chicago, IL 60606

(1944)

  Chairman of the Board; Board Member  

Term: †

 

Length of service: Since 1996, Chairman of the Board Since July 1, 2013

   Chairman of Miller-Valentine Partners, a real estate investment company; Board Member, Med-America Health System, of Tech Town, Inc., a not-for-profit community development company, and of WDPR Public Radio; formerly, Senior Partner and Chief Operating Officer (retired 2004) of Miller-Valentine Group; formerly, Director Dayton Development Coalition; formerly, Board Member, Business Advisory Council, Cleveland Federal Reserve Bank and University of Dayton Business School Advisory Council.   201   None

Robert P. Bremner

333 West Wacker Drive

Chicago, IL 60606

(1940)

  Board Member  

Term: †

 

Length of service: Since 1996; Chairman of the Board (2008-July 1, 2013); Lead Independent Director (2005-2008)

   Private Investor and Management Consultant; Treasurer and Director, Humanities Council, Washington, D.C.; Board Member, Independent Directors Council affiliated with the Investment Company Institute.   201   None

 

33


Name, Business Address
and Year of Birth
  Position(s)
Held with
Funds
  Term of Office
and Length of
Time Served(1)
  

Principal Occupation(s)

During Past Five Years

  Number of
Portfolios
in Fund
Complex
Overseen
by  Board
Member
  Other
Directorships
Held by
Board
Member
During
Past Five
Years

Jack B. Evans

333 West Wacker Drive

Chicago, IL 60606

(1948)

  Board Member  

Term: †

 

Length of service: Since 1999

   President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Director, Source Media Group; Life Trustee of Coe College and the Iowa College Foundation; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm; formerly, Member and President Pro Tem of the Board of Regents for the State of Iowa University System.   201   Director and Vice Chairman, United Fire Group, a publicly held company; formerly, Director, Alliant Energy

William C. Hunter

333 West Wacker Drive

Chicago, IL 60606

(1948)

  Board Member  

Term: †

 

Length of service: Since 2004

   Dean Emeritus (since June 30, 2012), formerly Dean, Tippie College of Business, University of Iowa (2006-2012); Director (since 2005) and President (since July 2012) of Beta Gamma Sigma, Inc., The International Honor Society; Director of Wellmark, Inc. (since 2009); formerly, Director (1997-2007), Credit Research Center at Georgetown University; formerly, Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003).   201   Director (since 2004) of Xerox Corporation

 

34


Name, Business Address
and Year of Birth
  Position(s)
Held with
Funds
  Term of Office
and Length of
Time Served(1)
  

Principal Occupation(s)

During Past Five Years

  Number of
Portfolios
in Fund
Complex
Overseen
by  Board
Member
  Other
Directorships
Held by
Board
Member
During
Past Five
Years

David J. Kundert

333 West Wacker Drive

Chicago, IL 60606

(1942)

  Board Member  

Term: †

 

Length of service: Since 2005

   Formerly, Director, Northwestern Mutual Wealth Management Company (2006-2013); retired (since 2004) as Chairman, JPMorgan Fleming Asset Management, President and CEO, Banc One Investment Advisors Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Banc One Corporation and Chairman and CEO, Banc One Investment Management Group; Regent Emeritus, member of Investment Committee, Luther College; member of the Wisconsin Bar Association; member of Board of Directors, Friends of Boerner Botanical Gardens; member of Board of Directors and Chair of Investment Committee, Greater Milwaukee Foundation; member of the Board of Directors (Milwaukee), College Possible.   201   None

 

35


Name, Business Address
and Year of Birth
  Position(s)
Held with
Funds
  Term of Office
and Length of
Time Served(1)
  

Principal Occupation(s)

During Past Five Years

  Number of
Portfolios
in Fund
Complex
Overseen
by  Board
Member
  Other
Directorships
Held by
Board
Member
During
Past Five
Years

John K. Nelson

333 West Wacker Drive

Chicago, IL 60606

(1962)

  Board Member  

Term: †

 

Length of service: Since 2013

   Senior external advisor to the financial services practice of Deloitte Consulting LLP (since 2012); Member of Board of Directors of Core12 LLC (since 2008), a private firm which develops branding, marketing and communications strategies for clients; Director of The Curran Center for Catholic American Studies (since 2009) and The President’s Council, Fordham University (since 2010); former Chairman of the Board of Trustees of Marian University (2010-2014 as trustee, 2011-2014 as Chairman); formerly, Chief Executive Officer of ABN AMRO N.V. North America, and Global Head of its Financial Markets Division (2007-2008); prior senior positions held at ABN AMRO include Corporate Executive Vice President and Head of Global Markets — the Americas (2006-2007), CEO of Wholesale Banking — North America and Global Head of Foreign Exchange and Futures Markets (2001-2006), and Regional Commercial Treasurer and Senior Vice President Trading — North America (1996-2001); formerly, Trustee at St. Edmund Preparatory School in New York City.   201   None

 

36


Name, Business Address
and Year of Birth
  Position(s)
Held with
Funds
  Term of Office
and Length of
Time Served(1)
  

Principal Occupation(s)

During Past Five Years

  Number of
Portfolios
in Fund
Complex
Overseen
by  Board
Member
  Other
Directorships
Held by
Board
Member
During
Past Five
Years

Judith M. Stockdale

333 West Wacker Drive

Chicago, IL 60606

(1947)

  Board Member  

Term: †

 

Length of service: Since 1997

   Board Member of the U.S. Endowment for Forestry and Communities (since 2013); Board Member of the Land Trust Alliance (since 2013); formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation; prior thereto, Executive Director, Great Lakes Protection Fund (1990-1994).   201   None

Carole E. Stone

333 West Wacker Drive

Chicago, IL 60606

(1947)

  Board Member  

Term: †

 

Length of service: Since 2007

   Director, Chicago Board Options Exchange (since 2006); Director, C2 Options Exchange, Incorporated (since 2009); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010); formerly, Chair, New York Racing Association Oversight Board (2005-2007).   201   Director, CBOE Holdings, Inc. (since 2010)

Virginia L. Stringer

333 West Wacker Drive

Chicago, IL 60606

(1944)

  Board Member  

Term: †

 

Length of service: Since 2011

   Board Member, Mutual Fund Directors Forum; former Member, Governing Board, Investment Company Institute’s Independent Directors Council; Governance consultant and non-profit board member; former Owner and President, Strategic Management Resources, Inc., a management consulting firm; previously, held several executive positions in general management, marketing and human resources at IBM and The Pillsbury Company.   201   Previously, Independent Director (1987-2010) and Chair (1997-2010), First American Fund Complex

 

37


Name, Business Address
and Year of Birth
  Position(s)
Held with
Funds
  Term of Office
and Length of
Time Served(1)
  

Principal Occupation(s)

During Past Five Years

  Number of
Portfolios
in Fund
Complex
Overseen
by  Board
Member
  Other
Directorships
Held by
Board
Member
During
Past Five
Years

Terence J. Toth(3)

333 West Wacker Drive

Chicago, IL 60606

(1959)

  Board Member  

Term: †

 

Length of service: Since 2008

   Managing Partner, Promus Capital (since 2008); Director of Fulcrum IT Service LLC (since 2010), Quality Control Corporation (since 2012) and LogicMark LLC (since 2012); formerly, Director, Legal & General Investment Management America, Inc. (2008-2013); formerly, CEO and President, Northern Trust Global Investments (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); Member, Chicago Fellowship Board (since 2005), Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (since 2012) and a member of its investment committee; 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).   201   None

 

38


Name, Business Address
and Year of Birth
  Position(s)
Held with
Funds
  Term of Office
and Length of
Time Served(1)
  

Principal Occupation(s)

During Past Five Years

  Number of
Portfolios
in Fund
Complex
Overseen
by  Board
Member
  Other
Directorships
Held by
Board
Member
During
Past Five
Years
INTERESTED BOARD MEMBERS  

William Adams IV(4)

333 West Wacker Drive

Chicago, IL 60606

(1955)

  Board Member  

Term: †

 

Length of service: Since 2013

   Senior Executive Vice President, Global Structured Products (since 2010), formerly, Executive Vice President, U.S. Structured Products, (1999-2010) of Nuveen Investments, Inc.; Co-President of Nuveen Fund Advisors, LLC (since 2011); President (since 2011), formerly, Managing Director (2010-2011), of Nuveen Commodities Asset Management, LLC; Board Member of the Chicago Symphony Orchestra and of Gilda’s Club Chicago.   125   None

Thomas S. Schreier, Jr.(4)

333 West Wacker Drive

Chicago, IL 60606

(1962)

  Board Member  

Term: †

Length of service: Since 2013

   Vice Chairman, Wealth Management of Nuveen Investments, Inc. (since 2011); Co-President of Nuveen Fund Advisors, LLC; Chairman of Nuveen Asset Management, LLC (since 2011); Co-Chief Executive Officer of Nuveen Securities, LLC (since 2011); Member of the Board of Governors and Chairman’s Council of the Investment Company Institute; formerly, Chief Executive Officer (2000-2010) and Chief Investment Officer (2007-2010) of FAF Advisors, Inc.; formerly, President of First American Funds (2001-2010).   125   None

 

(1) Length of Time Served indicates the year in which the individual became a Board Member of a fund in the Nuveen fund complex.
(2) Mr. Schneider is one of several owners and managing members in two limited liability companies and a general partner and one member of the governing body of a general partnership, each engaged in real estate ownership activities. In connection with their ordinary course of investment activities, court appointed receivers have been named for certain individual properties owned by such entities. The individual properties for which a receiver has been appointed represent an immaterial portion of the portfolio assets owned by these entities.
(3)

Mr. Toth serves as a director on the Board of Directors of the Mather Foundation (the “Foundation”) and is a member of its investment committee. The Foundation is the parent of the Mather LifeWays organization, a non-profit charitable organization. Prior to Mr. Toth joining the Board of the Foundation, the Foundation selected Gresham Investment Management (“Gresham”), an

 

39


 

affiliate of Nuveen Fund Advisors, LLC, to manage a portion of the Foundation’s investment portfolio, and pursuant to this selection, the Foundation has invested that portion of its investment portfolio in a private commodity pool managed by Gresham.

(4) Each of Messrs. Adams and Schreier is an “interested person” as defined in the 1940 Act by reason of his positions with Nuveen Investments, Inc. and certain of its subsidiaries.
Each Board Member is generally expected to serve a term as set forth herein under “Nominees and Composition of the Board.”

Share Ownership

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

The dollar range of equity securities beneficially owned by each Board Member in each Fund and all Nuveen funds overseen by the Board Member as of December 31, 2013 is set forth in Appendix F. The number of shares of each Fund beneficially owned by each Board Member and by the Board Members and executive officers of the Funds as a group as of December 31, 2013 is set forth in Appendix F. As of the Record Date, each Board Member’s and executive officer’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of each Fund. As of the Record Date, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund.

Compensation

Prior to January 1, 2014, each Independent Board Member received a $140,000 annual retainer plus: (a) a fee of $4,500 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled meetings of the Board where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (d) a fee of $2,500 per meeting for attendance in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone at Dividend Committee meetings; (f) a fee of $500 per meeting for attendance in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) where in-person attendance was required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance was not required, and $100 per meeting when the Executive Committee acted as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings, provided that no fees were received for meetings held on days on which regularly scheduled Board meetings were held; and (g) a fee of $2,500 per meeting for attendance in person or by telephone at Closed-End Funds Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings

 

40


where in-person attendance was not required, provided that no fees were received for meetings held on days on which regularly scheduled Board meetings were held. In addition to the payments described above, the Chairman of the Board received $75,000, the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee and the Closed-End Funds Committee received $12,500 each and the chairperson of the Nominating and Governance Committee received $5,000 as additional retainers. Independent Board Members also received a fee of $3,000 per day for site visits to entities that provided services to the Nuveen funds on days on which no Board meeting was held. When ad hoc committees were organized, the Nominating and Governance Committee, at the time of formation, determined compensation to be paid to the members of such committees; however, in general, such fees were $1,000 per meeting for attendance in person or by telephone at ad hoc committee meetings where in-person attendance was required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required. The annual retainer, fees and expenses were allocated among the Nuveen funds on the basis of relative net assets, although management might have, in its discretion, established a minimum amount to be allocated to each fund.

Effective January 1, 2014, Independent Board Members receive a $150,000 annual retainer plus: (a) a fee of $5,000 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled meetings of the Board where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (d) a fee of $2,500 per meeting for attendance in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone at Dividend Committee meetings; (f) a fee of $2,500 per meeting for attendance in person or by telephone at Closed-End Funds Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required, provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held; and (g) a fee of $500 per meeting for attendance in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) where in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required, and $100 per meeting when the Executive Committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings, provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held. In addition to the payments described above, the Chairman of the Board receives $75,000, the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee and the Closed-End Funds Committee receive $12,500 each and the chairperson of the Nominating and Governance Committee receives $5,000 as additional annual retainers. Independent Board Members also receive a fee of $3,000 per day for site visits to entities that provide services to the Nuveen funds on days on which no Board meeting is held. When ad hoc committees are

 

41


organized, the Nominating and Governance Committee will, at the time of formation, determine compensation to be paid to the members of such committees; however, in general, such fees will be $1,000 per meeting for attendance in person or by telephone at ad hoc committee meetings where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses are allocated among the Nuveen funds on the basis of relative net assets, although management may, in its discretion, establish a minimum amount to be allocated to each fund.

The Funds do not have retirement or pension plans. Certain Nuveen funds (the “Participating Funds”) participate in a deferred compensation plan (the “Deferred Compensation Plan”) that permits an Independent Board Member to elect to defer receipt of all or a portion of his or her compensation as an Independent Board Member. The deferred compensation of a participating Independent Board Member is credited to a book reserve account of the Participating Fund when the compensation would otherwise have been paid to such Independent Board Member. The value of the Independent Board Member’s deferral account at any time is equal to the value that the account would have had if contributions to the account had been invested and reinvested in shares of one or more of the eligible Nuveen funds. At the time for commencing distributions from an Independent Board Member’s deferral account, the Independent Board Member may elect to receive distributions in a lump sum or over a period of five years. The Participating Fund will not be liable for any other fund’s obligations to make distributions under the Deferred Compensation Plan.

The Funds have no employees. The officers of the Funds and the Board Members of each Fund who are not Independent Board Members serve without any compensation from the Funds.

The tables set forth in Appendix G show, for each Independent Board Member, the aggregate compensation paid by each Fund to each Board Member for its last fiscal year and the aggregate compensation paid by all Nuveen funds to each Board Member for the calendar year ended December 31, 2013.

Board Leadership and Risk Oversight

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

 

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

In an effort to enhance the independence of the Board, the Board also has a Chairman that is an Independent Board Member. The Board recognizes that a chairman 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 chairman may be able to better perform these functions without any conflicts of interests arising from a position with Fund management. Accordingly, the Board Members have elected William J. Schneider as the independent Chairman of the Board. Specific responsibilities of the Chairman include: (i) presiding at all meetings of the Board and of the shareholders; (ii) seeing that all orders and resolutions of the Board Members are carried into effect; and (iii) maintaining records of and, whenever necessary, certifying all proceedings of the Board Members and the shareholders.

Although the Board has direct responsibility over various matters (such as advisory contracts, underwriting contracts and Fund performance), the Board also exercises certain of its oversight responsibilities through several committees that it has established and which report back to the full Board. The Board believes that a committee structure is an effective means to permit Board Members to focus on particular operations or issues affecting the Funds, including risk oversight. More specifically, with respect to risk oversight, the Board has delegated matters relating to valuation and compliance to certain committees (as summarized below) as well as certain aspects of investment risk. In addition, the Board believes that the periodic rotation of Board Members among the different committees allows the Board Members to gain additional and different perspectives of a Fund’s operations. The Board has established six standing committees: the Executive Committee, the Dividend Committee, the Audit Committee, the Compliance, Risk Management and Regulatory Oversight 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.

Executive Committee. The Executive Committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board. The members of the Executive Committee are William J. Schneider, Chair, William Adams IV and Judith M. Stockdale. The number of Executive Committee meetings of each Fund held during its last fiscal year is shown in Appendix H.

Dividend Committee. The Dividend Committee is authorized to declare distributions on each Fund’s shares including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The members of the Dividend Committee are Jack B. Evans, Chair, William C. Hunter, Judith M. Stockdale and Terence J. Toth. The number of Dividend Committee meetings of each Fund held during its last fiscal year is shown in Appendix H.

 

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Audit Committee. The Board has an Audit Committee, in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (“1934 Act”), that is composed of Independent Board Members who are also “independent” as that term is defined in the listing standards pertaining to closed-end funds of the NYSE or NYSE MKT, as applicable. The Audit Committee assists the Board in: the oversight and monitoring of the accounting and reporting policies, processes and practices of the Funds, and the audits of the financial statements of the Funds; the quality and integrity of the financial statements of the Funds; the Funds’ compliance with legal and regulatory requirements relating to the Funds’ financial statements; the independent auditors’ qualifications, performance and independence; and the pricing procedures of the Funds and the internal valuation group of Nuveen. It is the responsibility of the Audit Committee to select, evaluate and replace any independent auditors (subject only to Board and, if applicable, shareholder ratification) and to determine their compensation. The Audit Committee is also responsible for, among other things, overseeing the valuation of securities comprising the Funds’ portfolios. Subject to the Board’s general supervision of such actions, the Audit Committee addresses any valuation issues, oversees the Funds’ pricing procedures and actions taken by Nuveen’s internal valuation group which provides regular reports to the Audit Committee, reviews any issues relating to the valuation of the Funds’ securities brought to its attention, and considers the risks to the Funds in assessing the possible resolutions of these matters. The Audit Committee may also consider any financial risk exposures for the Funds in conjunction with performing its functions.

To fulfill its oversight duties, the Audit Committee receives annual and semi-annual reports and has regular meetings with the external auditors for the Funds and the internal audit group at Nuveen. The Audit Committee also may review, in a general manner, the processes the Board or other Board committees have in place with respect to risk assessment and risk management as well as compliance with legal and regulatory matters relating to the Funds’ financial statements. The Audit Committee operates under a written Audit Committee Charter (the “Charter”) adopted and approved by the Board, which Charter conforms to the listing standards of the NYSE or NYSE MKT, as applicable. Members of the Audit Committee are independent (as set forth in the Charter) and free of any relationship that, in the opinion of the Board Members, would interfere with their exercise of independent judgment as an Audit Committee member. The members of the Audit Committee are Jack B. Evans, Chair, Robert P. Bremner, David J. Kundert, Carole E. Stone and Terence J. Toth, each of whom is an Independent Board Member of the Funds. A copy of the Charter is available at www.nuveen.com/CEF/Shareholder/FundGovernance.aspx. The number of Audit Committee meetings of each Fund held during its last fiscal year is shown in Appendix H.

Compliance, Risk Management and Regulatory Oversight Committee. The Compliance, Risk Management and Regulatory Oversight Committee (the “Compliance Committee”) is responsible for the oversight of compliance issues, risk management and other regulatory matters affecting the Funds that are not otherwise under or within the jurisdiction of the other committees. The Board has adopted and periodically reviews policies and procedures designed to address the Funds’ compliance and risk matters. As part of its duties, the Compliance Committee: reviews the policies and procedures relating to compliance matters and recommends modifications thereto as necessary or appropriate to the full Board; develops new policies and procedures as new regulatory matters affecting the Funds arise from time to time; evaluates or considers any comments or reports from examinations from regulatory authorities and responses thereto; and performs any special reviews, investigations or other oversight responsibilities relating to risk management, compliance and/or regulatory matters as requested by the Board.

 

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In addition, the Compliance Committee is responsible for risk oversight, including, but not limited to, the oversight of risks related to investments and operations. Such risks include, among other things, exposures to: particular issuers, market sectors, or types of securities; risks related to product structure elements, such as leverage; and techniques that may be used to address those risks, such as hedging and swaps. In assessing issues brought to the Compliance Committee’s attention or in reviewing a particular policy, procedure, investment technique or strategy, the Compliance Committee evaluates the risks to the Funds in adopting a particular approach or resolution compared to the anticipated benefits to the Funds and their shareholders. In fulfilling its obligations, the Compliance Committee meets on a quarterly basis, and at least once a year in person. The Compliance Committee receives written and oral reports from the Funds’ Chief Compliance Officer (“CCO”) and meets privately with the CCO at each of its quarterly meetings. The CCO also provides an annual report to the full Board regarding the operations of the Funds’ and other service providers’ compliance programs as well as any recommendations for modifications thereto. The Compliance Committee also receives reports from the investment services group of Nuveen regarding various investment risks. Notwithstanding the foregoing, the full Board also participates in discussions with management regarding certain matters relating to investment risk, such as the use of leverage and hedging. The investment services group therefore also reports to the full Board at its quarterly meetings regarding, among other things, Fund performance and the various drivers of such performance. Accordingly, the Board directly and/or in conjunction with the Compliance Committee oversees matters relating to investment risks. Matters not addressed at the committee level are addressed directly by the full Board. The Compliance Committee operates under a written charter adopted and approved by the Board. The members of the Compliance Committee are Judith M. Stockdale, Chair, William C. Hunter, John K. Nelson and Virginia L. Stringer. The number of Compliance Committee meetings of each Fund held during its last fiscal year is shown in Appendix H.

Nominating and Governance Committee. The Nominating and Governance Committee is responsible for seeking, identifying and recommending to the Board qualified candidates for election or appointment to the Board. In addition, the Nominating and Governance Committee oversees matters of corporate governance, including the evaluation of Board performance and processes, the assignment and rotation of committee members, and the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable, and matters related thereto. Although the unitary and committee structure has been developed over the years and the Nominating and Governance Committee believes the structure has provided efficient and effective governance, the 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 committee must continue to evaluate the Board and committee structures and their processes and modify the foregoing as may be necessary or appropriate to continue to provide effective governance. Accordingly, the Nominating and Governance Committee has a separate meeting each year to, among other things, review the Board and committee structures, their performance and functions, and recommend any modifications thereto or alternative structures or processes that would enhance the Board’s governance over the Funds’ business.

In addition, the Nominating and Governance Committee, among other things: makes recommendations concerning the continuing education of Board Members; monitors performance of legal counsel and other service providers; establishes and monitors a process by which security holders are able to communicate in writing with Board Members; and periodically reviews

 

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and makes recommendations about any appropriate changes to Board Member compensation. In the event of a vacancy on the Board, the Nominating and Governance Committee receives suggestions from various sources, including shareholders, as to suitable candidates. Suggestions should be sent in writing to Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606. The Nominating and Governance Committee sets appropriate standards and requirements for nominations for new Board Members and each nominee is evaluated using the same standards. However, the Nominating and Governance Committee reserves the right to interview any and all candidates and to make the final selection of any new Board Members. In considering a candidate’s qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability (including the time requirements for due diligence site visits to internal and external sub-advisers and service providers) and, if qualifying as an Independent Board Member candidate, independence from the Adviser, sub-advisers, underwriters or other service providers, including any affiliates of these entities. These skill and experience requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills, diversity and experience, in the aggregate. Accordingly, the particular factors considered and weight given to these factors will depend on the composition of the Board and the skills and backgrounds of the incumbent Board Members at the time of consideration of the nominees. All candidates, however, must meet high expectations of personal integrity, independence, governance experience and professional competence. All candidates must be willing to be critical within the Board and with management and yet maintain a collegial and collaborative manner toward other Board Members. The Nominating and Governance Committee operates under a written charter adopted and approved by the Board, a copy of which is available on the Funds’ website at www.nuveen.com/CEF/Shareholder/FundGovernance.aspx, and is composed entirely of Independent Board Members, who are also “independent” as defined by NYSE or NYSE MKT listing standards, as applicable. Accordingly, the members of the Nominating and Governance Committee are William J. Schneider, Chair, Robert P. Bremner, Jack B. Evans, William C. Hunter, David J. Kundert, John K. Nelson, Judith M. Stockdale, Carole E. Stone, Virginia L. Stringer and Terence J. Toth. The number of Nominating and Governance Committee meetings of each Fund held during its last fiscal year is shown in Appendix H.

Closed-End Funds Committee. 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 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 committee operates under a written charter adopted and approved by the Board. The members of the Closed-End Funds Committee are Carole E. Stone, Chair, Jack B. Evans, William C. Hunter, John K. Nelson and William J. Schneider. The number of Closed-End Funds Committee meetings of each Fund held during its last fiscal year is shown in Appendix H.

Number of Board Meetings. The number of regular quarterly meetings and special meetings held by the Board of each Fund during the Fund’s last fiscal year is shown in Appendix H.

Board Member Attendance. During each Fund’s last fiscal year, each Board Member attended 75% or more of each Fund’s Board meetings and the committee meetings (if a member thereof) held during the period for which such Board Member was a Board Member. The policy of

 

46


the Board relating to attendance by Board Members at annual meetings of the Funds and the number of Board Members who attended the last annual meeting of shareholders of each Fund is posted on the Funds’ website at www.nuveen.com/CEF/Shareholder/FundGovernance.aspx.

Board Diversification and Board Member Qualifications

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

William Adams IV. Mr. Adams, an interested Board Member of the Funds, has been Senior Executive Vice President, Global Structured Products of Nuveen Investments since November 2010. Mr. Adams has also served as Co-President of Nuveen Fund Advisors, LLC since January 2011. Prior to that, he was Executive Vice President, U.S. Structured Products from December 1999 until November 2010 and served as Managing Director of Structured Investments from September 1997 to December 1999 and Vice President and Manager, Corporate Marketing from August 1994 to September 1997. Mr. Adams earned his Bachelor of Arts degree from Yale University and his Masters of Business Administration (MBA) from the University of Chicago’s Graduate School of Business. He is an Associate Fellow of Yale’s Timothy Dwight College and is currently on the Board of the Chicago Symphony Orchestra and of Gilda’s Club Chicago.

Robert P. Bremner. Mr. Bremner is a private investor and management consultant in Washington, D.C. His biography of William McChesney Martin, Jr., a former chairman of the Federal Reserve Board, was published by Yale University Press in November 2004. From 1994 to 1997, he was a Senior Vice President at Samuels International Associates, an international consulting firm specializing in governmental policies, where he served in a part-time capacity. Previously, Mr. Bremner was a partner in the LBK Investors Partnership and was chairman and majority stockholder with ITC Investors Inc., both private investment firms. He currently serves on the Board and as Treasurer of the Humanities Council of Washington D.C. and is a Board Member of the Independent Directors Council affiliated with the Investment Company Institute. From 1984 to 1996, Mr. Bremner was an independent trustee of the Flagship Funds, a group of municipal open-end funds. He began his career at the World Bank in Washington D.C. He graduated with a Bachelor of Science degree from Yale University and received his MBA from Harvard University.

 

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Jack B. Evans. President of the Hall-Perrine Foundation, a private philanthropic corporation, since 1996, Mr. Evans was formerly President and Chief Operating Officer of the SCI Financial Group, Inc., a regional financial services firm headquartered in Cedar Rapids, Iowa. Formerly, he was a member of the Board of the Federal Reserve Bank of Chicago, a Director of Alliant Energy and a Member and President Pro Tem of the Board of Regents for the State of Iowa University System. Mr. Evans is Chairman of the Board of United Fire Group, sits on the Board of the Source Media Group and is a Life Trustee of Coe College. He has a Bachelor of Arts degree from Coe College and an MBA from the University of Iowa.

William C. Hunter. Mr. Hunter became Dean Emeritus of the Henry B. Tippie College of Business at the University of Iowa on June 30, 2012. He was appointed Dean of the College on July 1, 2006. He was previously Dean and Distinguished Professor of Finance at the University of Connecticut School of Business from 2003 to 2006. From 1995 to 2003, he was the Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago. While there he served as the Bank’s Chief Economist and was an Associate Economist on the Federal Reserve System’s Federal Open Market Committee (FOMC). In addition to serving as a Vice President in charge of financial markets and basic research at the Federal Reserve Bank in Atlanta, he held faculty positions at Emory University, Atlanta University, the University of Georgia and Northwestern University. A past Director of the Credit Research Center at Georgetown University, SS&C Technologies, Inc. (2005) and past President of the Financial Management Association International, he has consulted with numerous foreign central banks and official agencies in Western, Central and Eastern Europe, Asia, Central America and South America. From 1990 to 1995, he was a U.S. Treasury Advisor to Central and Eastern Europe. He has been a Director of the Xerox Corporation since 2004 and Wellmark, Inc. since 2009. He is Director and President of Beta Gamma Sigma, Inc., The International Business Honor Society.

David J. Kundert. Mr. Kundert retired in 2004 as Chairman of JPMorgan Fleming Asset Management, as President and CEO of Banc One Investment Advisors Corporation, and as President of One Group Mutual Funds. Prior to the merger between Bank One Corporation and JPMorgan Chase and Co., he was Executive Vice President, Bank One Corporation and, since 1995, the Chairman and CEO, Banc One Investment Management Group. From 1988 to 1992, he was President and CEO of Bank One Wisconsin Trust Company. Mr. Kundert recently retired as a Director of the Northwestern Mutual Wealth Management Company (2006-2013). He started his career as an attorney for Northwestern Mutual Life Insurance Company. Mr. Kundert has served on the Board of Governors of the Investment Company Institute and is currently a member of the Wisconsin Bar Association. He is on the Board of the Greater Milwaukee Foundation and chairs its Investment Committee. He is a Regent Emeritus and a Member of the Investment Committee of Luther College. He is also a Member of the Board of Directors (Milwaukee), College Possible. He received his Bachelor of Arts degree from Luther College and his Juris Doctor from Valparaiso University.

John K. Nelson. Mr. Nelson is currently a senior external advisor to the financial services practice of Deloitte Consulting LLP. He currently serves on the Board of Directors of Core12 LLC (since 2008), a private firm which develops branding, marketing, and communications strategies for clients. Mr. Nelson has 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. From 2007 to 2008, Mr. Nelson was Chief Executive Officer of ABN AMRO N.V. North America, and Global Head of its Financial Markets Division. 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

 

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committees of the Bank of Canada, European Central Bank, and the Bank of England. At Fordham University, he currently serves as a director of The Curran Center for Catholic American Studies, and The President’s Council. He is also a member of The Economic Club of Chicago and The Hyde Park Angels, and was formerly a Trustee at St. Edmund Preparatory School in New York City and was former chair of the Board of Trustees of Marian University. Mr. Nelson graduated and received his MBA from Fordham University.

William J. Schneider. Mr. Schneider, the Board’s Independent Chairman, is currently Chairman, formerly Senior Partner and Chief Operating Officer (retired, December 2004) of Miller-Valentine Partners, a real estate investment company. He is an owner in several other Miller-Valentine entities. He is currently a member of the Boards of Tech Town, Inc., a not-for-profit community development company, of WDPR Public Radio Station and of Med-America Health System. He was formerly a Director and Past Chair of the Dayton Development Coalition. He was formerly a member of the Community Advisory Board of the National City Bank in Dayton as well as a former member of the Business Advisory Council of the Cleveland Federal Reserve Bank. Mr. Schneider was also a member of the Business Advisory Council for the University of Dayton College of Business. He also served as Chair of the Miami Valley Hospital and as Chair of the Finance Committee of its parent holding company. Mr. Schneider was an independent trustee of the Flagship Funds, a group of municipal open-end funds. Mr. Schneider has a Bachelor of Science in Community Planning from the University of Cincinnati and a Masters of Public Administration from the University of Dayton.

Thomas S. Schreier, Jr. Mr. Schreier, an interested Board Member of the Funds, has been Vice Chairman, Wealth Management of Nuveen Investments since January 2011. Mr. Schreier has also served as Co-President of Nuveen Fund Advisors, LLC since January 2011. Until Nuveen Investments’ acquisition of FAF Advisors on January 1, 2011, Mr. Schreier was Chief Executive Officer of FAF Advisors from November 2000, Chief Investment Officer of FAF Advisors from September 2007 and President of First American Funds from February 2001 to December 2010. From 1998 to November 2000, Mr. Schreier served as Senior Managing Director and Head of Equity Research for U.S. Bancorp Piper Jaffray, Inc. He received a Bachelor’s degree from the University of Notre Dame and an MBA from Harvard University. Mr. Schreier is a member of the Board of Governors of the Investment Company Institute and is on its Chairman’s Council. He has also served as director, chairman of the finance committee, and member of the audit committee for Pinnacle Airlines Corp. Mr. Schreier is former chairman of the Saint Thomas Academy Board of Trustees, a founding investor of Granite Global Ventures, and a member of the Applied Investment Management Advisory Board for the University of Notre Dame.

Judith M. Stockdale. Ms. Stockdale retired at the end of 2012 as Executive Director of the Gaylord and Dorothy Donnelley Foundation, a private foundation working in land conservation and artistic vitality in the Chicago region and the Lowcountry of South Carolina. She is currently a board member of the U.S. Endowment for Forestry and Communities (since November 2013) and rejoined the board of the Land Trust Alliance in June 2013. Her previous positions include Executive Director of the Great Lakes Protection Fund, Executive Director of Openlands, and Senior Staff Associate at the Chicago Community Trust. She has served on the Boards of the National Zoological Park, the Governor’s Science Advisory Council (Illinois), the Nancy Ryerson Ranney Leadership Grants Program, Friends of Ryerson Woods and the Donors Forum. Ms. Stockdale, a native of the United Kingdom, has a Bachelor of Science degree in geography from the University of Durham (UK) and a Master of Forest Science degree from Yale University.

Carole E. Stone. Ms. Stone retired from the New York State Division of the Budget in 2004, having served as its Director for nearly five years and as Deputy Director from 1995 through

 

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1999. Ms. Stone is currently on the Board of Directors of the Chicago Board Options Exchange, CBOE Holdings, Inc. and C2 Options Exchange, Incorporated. She has also served as the Chair of the New York Racing Association Oversight Board, as Chair of the Public Authorities Control Board, as a Commissioner on the New York State Commission on Public Authority Reform and as a member of the boards of directors of several New York State public authorities. Ms. Stone has a Bachelor of Arts in Business Administration from Skidmore College.

Virginia L. Stringer. Ms. Stringer served as the independent chair of the Board of the First American Fund Complex from 1997 to 2010, having joined such Board in 1987. Ms. Stringer serves on the Board of the Mutual Fund Directors Forum. She is a recipient of the Outstanding Corporate Director award from Twin Cities Business Monthly and the Minnesota Chapter of the National Association of Corporate Directors. Ms. Stringer is the past board chair of the Oak Leaf Trust, director emeritus and former Chair of the Saint Paul Riverfront Corporation and also served as President of the Minneapolis Club’s Governing Board. She is a director and former board chair of the Minnesota Opera and a Life Trustee and former board member of the Voyageur Outward Bound School. She also served as a trustee of Outward Bound USA. She was appointed by the Governor of Minnesota to the Board on Judicial Standards and also served on a Minnesota Supreme Court Judicial Advisory Committee to reform the state’s judicial disciplinary process. She is a member of the International Women’s Forum and attended the London Business School as an International Business Fellow. Ms. Stringer recently served as board chair of the Human Resource Planning Society, the Minnesota Women’s Campaign Fund and the Minnesota Women’s Economic Roundtable. Ms. Stringer is the retired founder of Strategic Management Resources, a consulting practice focused on corporate governance, strategy and leadership. She has twenty-five years of corporate experience, having held executive positions in general management, marketing and human resources with IBM and the Pillsbury Company.

Terence J. Toth. Mr. Toth is a Managing Partner at Promus Capital (since 2008). From 2008 to 2013, he served as 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 on the Boards of Chicago Fellowship, Fulcrum IT Service LLC (since 2010), Quality Control Corporation (since 2012) and LogicMark LLC (since 2012), and is Chairman of the Board of Catalyst Schools of Chicago. He is on the Mather Foundation Board (since 2012) and is a member of its investment committee. 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.

Independent Chairman

William J. Schneider currently serves as the independent Chairman of the Board. Specific responsibilities of the Chairman include: (a) presiding at all meetings of the Board and of the shareholders; (b) seeing that all orders and resolutions of the Board Members are carried into effect; and (c) maintaining records of and, whenever necessary, certifying all proceedings of the Board Members and the shareholders.

 

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The Officers

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

 

Name, Business Address
and Year of Birth
  Position(s)
Held
with Funds
  Length of Time
Served with
Funds in the
Fund  Complex
 

Principal Occupation(s)

During Past Five Years

  Number of
Portfolios
in Fund
Complex
Served by
Officer

Gifford R. Zimmerman

333 West Wacker Drive

Chicago, IL 60606

1956

  Chief Administrative Officer  

Term: Annual

 

Length of Service:
Since 1988

  Managing Director (since 2002) and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2002), Assistant Secretary (since 1997) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Vice President and Assistant Secretary of NWQ Investment Management Company, LLC and Nuveen Investments Advisers Inc. (since 2002); Managing Director, Associate General Counsel and Assistant Secretary of Symphony Asset Management LLC (since 2003); Vice President and Assistant Secretary of Santa Barbara Asset Management, LLC (since 2006) and of Winslow Capital Management, LLC (since 2010); Vice President and Assistant Secretary (since 2013), formerly, Chief Administrative Officer and Chief Compliance Officer (2006-2013) of Nuveen Commodities Asset Management, LLC; Chartered Financial Analyst.   201

 

51


Name, Business Address
and Year of Birth
  Position(s)
Held
with Funds
  Length of Time
Served with
Funds in the
Fund  Complex
 

Principal Occupation(s)

During Past Five Years

  Number of
Portfolios
in Fund
Complex
Served by
Officer

Cedric H. Antosiewicz

333 West Wacker Drive

Chicago, IL 60606

1962

  Vice President  

Term: Annual

 

Length of Service: Since 2007

  Managing Director (since 2004) of Nuveen Securities LLC.   93

Margo L. Cook

333 West Wacker Drive

Chicago, IL 60606

1964

  Vice President  

Term: Annual

 

Length of Service: Since 2009

  Executive Vice President (since 2008) of Nuveen Investments, Inc., Nuveen Fund Advisors, LLC (since 2011) and Nuveen Securities, LLC (since 2013); Managing Director - Investment Services of Nuveen Commodities Asset Management, LLC (since 2011); previously, Head of Institutional Asset Management (2007-2008) of Bear Stearns Asset Management; Head of Institutional Asset Mgt. (1986-2007) of Bank of NY Mellon; Chartered Financial Analyst.   201

Lorna C. Ferguson

333 West Wacker Drive

Chicago, IL 60606

1945

  Vice President  

Term: Annual

 

Length of Service: Since 1998

  Managing Director of Nuveen Investments Holdings, Inc.   201

Stephen D. Foy

333 West Wacker Drive

Chicago, IL 60606

1954

  Vice President and Controller  

Term: Annual

 

Length of Service: Since 1993

  Managing Director (since 2014), formerly Senior Vice President (2013-2014) and Vice President of Nuveen Fund Advisors, LLC; Chief Financial Officer of Nuveen Commodities Asset Management, LLC (since 2010); formerly, Senior Vice President (2010-2011), formerly, Vice President (2005-2010) and Funds Controller of Nuveen Securities, LLC; Certified Public Accountant.   201

 

52


Name, Business Address
and Year of Birth
  Position(s)
Held
with Funds
  Length of Time
Served with
Funds in the
Fund  Complex
 

Principal Occupation(s)

During Past Five Years

  Number of
Portfolios
in Fund
Complex
Served by
Officer

Scott S. Grace

333 West Wacker Drive

Chicago, IL 60606

1970

  Vice President and Treasurer  

Term: Annual

 

Length of Service: Since 2009

  Managing Director and Treasurer (since 2009) of Nuveen Fund Advisors, LLC, Nuveen Investments Advisers Inc., Nuveen Investments Holdings, Inc., Nuveen Securities, LLC and (since 2011) Nuveen Asset Management, LLC; Vice President and Treasurer of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC; Vice President of Santa Barbara Asset Management, LLC; formerly, Treasurer (2006-2009), Senior Vice President (2008-2009), previously, Vice President (2006-2008) of Janus Capital Group, Inc.; formerly, Senior Associate in Morgan Stanley’s Global Financial Services Group (2000-2003); Chartered Accountant Designation.   201

Walter M. Kelly

333 West Wacker Drive

Chicago, IL 60606

1970

  Chief Compliance Officer and Vice President  

Term: Annual

 

Length of Service: Since 2003

  Senior Vice President (since 2008) of Nuveen Investments Holdings, Inc.   201

Tina M. Lazar

333 West Wacker Drive

Chicago, IL 60606

1961

  Vice President  

Term: Annual

 

Length of Service: Since 2002

  Senior Vice President of Nuveen Investments Holdings, Inc.   201

 

53


Name, Business Address
and Year of Birth
  Position(s)
Held
with Funds
  Length of Time
Served with
Funds in the
Fund  Complex
 

Principal Occupation(s)

During Past Five Years

  Number of
Portfolios
in Fund
Complex
Served by
Officer

Kevin J. McCarthy

333 West Wacker Drive

Chicago, IL 60606

1966

  Vice President and Secretary  

Term: Annual

 

Length of Service: Since 2007

  Managing Director and Assistant Secretary (since 2008) of Nuveen Securities, LLC and Nuveen Investments, Inc.; Managing Director (since 2008), Assistant Secretary (since 2007) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Managing Director (since 2008) and Assistant Secretary of Nuveen Investments Holdings, Inc. and Nuveen Investments Advisers Inc.; Vice President (since 2007) and Assistant Secretary of NWQ Investment Management Company, LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and (since 2010) Winslow Capital Management, LLC; Vice President (since 2010) and Assistant Secretary of Nuveen Commodities Asset Management, LLC.   201

Kathleen L. Prudhomme

901 Marquette Avenue

Minneapolis, MN 55402

1953

  Vice President and Assistant Secretary  

Term: Annual

 

Length of Service: Since 2011

  Managing Director and Assistant Secretary of Nuveen Securities, LLC (since 2011); Managing Director, Assistant Secretary and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; formerly, Deputy General Counsel, FAF Advisors, Inc. (2004-2010).   201

 

54


Name, Business Address
and Year of Birth
  Position(s)
Held
with Funds
  Length of Time
Served with
Funds in the
Fund  Complex
 

Principal Occupation(s)

During Past Five Years

  Number of
Portfolios
in Fund
Complex
Served by
Officer

Joel T. Slager

333 West Wacker Drive

Chicago, IL 60606

1978

  Vice President and Assistant Secretary  

Term: Annual

 

Length of Service:
Since August 2013

  Fund Tax Director for Nuveen Funds (since May 2013); previously, Vice President of Morgan Stanley Investment Management, Inc., Assistant Treasurer of the Morgan Stanley Funds (from 2010 to 2013); Tax Director at PricewaterhouseCoopers LLP (from 2008 to 2010).   201

Independent Registered Public Accounting Firm

The Independent Board Members unanimously selected Ernst & Young LLP (“E&Y”) as the independent registered public accounting firm for each Fund to audit the books and records of each Fund for each Fund’s most recently completed fiscal year.

A representative of E&Y will be present at the Meeting to make a statement, if such representative so desires, and to respond to shareholders’ questions. E&Y has informed each applicable Fund that it has no direct or indirect material financial interest in the Funds, Nuveen, the Adviser or any other investment company sponsored by Nuveen.

As of the date of this Proxy Statement, the Independent Board Members have not yet selected the independent public accounting firm to audit the books and records of each Fund for each Fund’s current fiscal year.

Audit Committee Report

The Audit Committee of each Board is responsible for the oversight and monitoring of (1) the accounting and reporting policies, processes and practices, and the audit of the financial statements, of each Fund, (2) the quality and integrity of the Funds’ financial statements and (3) the independent registered public accounting firm’s qualifications, performance and independence. In its oversight capacity, the committee reviews each Fund’s annual financial statements with both management and the independent registered public accounting firm and the committee meets periodically with the independent registered public accounting firm and internal auditors to consider their evaluation of each Fund’s financial and internal controls. The Committee also selects, retains, evaluates and may replace each Fund’s independent registered public accounting firm. The Committee is currently composed of five Independent Board Members and operates under a written charter adopted and approved by each Board. Each Committee member meets the independence and experience requirements, as applicable, of the New York Stock Exchange, NYSE MKT, LLC, NASDAQ Stock Market, LLC, Section 10A of the 1934 Act and the rules and regulations of the SEC.

 

55


The Committee, in discharging its duties, has met with and held discussions with management and each Fund’s independent registered public accounting firm. The Committee has also reviewed and discussed the audited financial statements with management. Management has represented to the independent registered public accounting firm that each Fund’s financial statements were prepared in accordance with generally accepted accounting principles. The Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards (“SAS”) No. 114 (The Auditor’s Communication With Those Charged With Governance), which supersedes SAS No. 61 (Communication with Audit Committees). Each Fund’s independent registered public accounting firm provided to the Committee the written disclosure required by Public Company Accounting Oversight Board Rule 3526 (Communications with Audit Committees Concerning Independence), and the Committee discussed with representatives of the independent registered public accounting firm their firm’s independence. As provided in the Audit Committee Charter, it is not the Committee’s responsibility to determine, and the considerations and discussions referenced above do not ensure, that each Fund’s financial statements are complete and accurate and presented in accordance with generally accepted accounting principles.

Based on the Committee’s review and discussions with management and the independent registered public accounting firm, the representations of management and the report of the independent registered public accounting firm to the Committee, the Committee has recommended that the audited financial statements be included in each Fund’s Annual Report.

The current members of the Committee are:

Jack B. Evans

Robert P. Bremner

David J. Kundert

Carole E. Stone

Terence J. Toth

Audit and Related Fees

The tables set forth in Appendix I provide the aggregate fees billed during each Fund’s last two fiscal years by each Fund’s independent registered public accounting firm for engagements directly related to the operations and financial reporting of each Fund including those relating (i) to each Fund for services provided to the Fund and (ii) to the Adviser and certain entities controlling, controlled by, or under common control with the Adviser that provide ongoing services to each Fund (“Adviser Entities”).

Audit Committee Pre-Approval Policies and Procedures

Generally, the Audit Committee must approve each Fund’s independent registered public accounting firm’s engagements (i) with the Fund for audit or non-audit services and (ii) with the Adviser and Adviser Entities for non-audit services if the engagement relates directly to the operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent registered public accounting firm for each Fund and the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund), such engagements will be (i) pre-approved by the Audit Committee if they are expected to be for amounts greater than $10,000; (ii) reported to the Audit Committee chairman for his verbal

 

56


approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000.

The Audit Committee has approved in advance all audit services and non-audit services that the independent registered public accounting firm provided to each Fund and to the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund). None of the services rendered by the independent registered public accounting firm to each Fund or the Adviser or Adviser Entities were pre-approved by the Audit Committee pursuant to the pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X.

Shareholder Approval

For each Fund, the affirmative vote of a plurality of the shares present and entitled to vote at the Meeting will be required to elect the Board Members of that Fund. For purposes of determining the approval of the proposal to elect nominees for each Fund, abstentions and broker non-votes will have no effect on the election of Board Members.

The Board of each Fund unanimously recommends that shareholders of the Fund vote FOR the election of the nominees named herein.

 

57


ADDITIONAL INFORMATION

Attending the Meeting

If you wish to attend the Meeting and vote in person, you will be able to do so. If you intend to attend the Meeting in person and you are a record holder of a Fund’s shares, in order to gain admission you must show photographic identification, such as your driver’s license. If you intend to attend the Meeting in person and you hold your shares through a bank, broker or other custodian, in order to gain admission you must show photographic identification, such as your driver’s license, and satisfactory proof of ownership of shares of a Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of a recent date. If you hold your shares in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the Meeting. You may contact the Funds at (877) 821-2278 to obtain directions to the site of the Meeting.

Principal Shareholders

As of the Record Date, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as provided in Appendix J.

Section 16(a) Beneficial Interest Reporting Compliance

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

To the knowledge of management of the Funds, no shareholder of a Fund owns more than 10% of a registered class of a Fund’s equity securities, except as provided in Appendix J.

Shareholder Proposals

NAZ, NCA, NTX, NUM, NUO, NVX, NZH, NCB, NQP, NJV and NPN. In order to align the dates of annual meetings of shareholders of certain Funds in the fund complex, the Funds currently anticipate that each Fund’s next annual meeting of shareholders will be held on or about November 15, 2015. To be considered for presentation at the next annual meeting of shareholders for the Funds, shareholder proposals submitted pursuant to Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later than June 18, 2015. A shareholder wishing to provide notice in the manner

 

58


prescribed by Rule 14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 for the annual meeting must, pursuant to each Fund’s By-Laws, submit such written notice to the Fund not later than October 1, 2015.

NXC, NXN, NNY, NRK and NYV. To be considered for presentation at the next annual meeting of shareholders for the Funds, shareholder proposals submitted pursuant to Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later than February 13, 2015. A shareholder wishing to provide notice in the manner prescribed by Rule 14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 for the annual meeting must, pursuant to each Fund’s By-Laws, submit such written notice to the Fund not later than May 4, 2015 or prior to April 19, 2015.

If a proposal is not timely within the meaning of Rule 14a-4(c), then the persons named as proxies in the proxies solicited by the Board for the annual meeting of shareholders may exercise discretionary voting power with respect to any such proposal. Any shareholder considering making a nomination or other proposal should carefully review and comply with the provisions of the Fund’s By-Laws. Timely submission of a proposal does not mean that such proposal will be included in a proxy statement.

Shareholder Communications

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

Expenses of Proxy Solicitation

The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement and all other costs in connection with the solicitation of proxies will be paid by the Funds up to the amount of expenses incurred by each Fund in connection with its previous annual meeting of shareholders, with all costs in excess of such amount being paid by Nuveen/TIAA-CREF. Solicitation may be made by letter or telephone by officers or employees of Nuveen or the Adviser, or by dealers and their representatives. The Funds have engaged Computershare Fund Services to assist in the solicitation of proxies at an estimated cost of $2,500 per Fund plus reasonable expenses.

 

59


Fiscal Year

The fiscal year end for each Fund is as follows:

 

Fund    Fiscal Year End
NAZ    February 28
NCA    February 28
NTX    February 28
NUM    February 28
NUO    February 28
NVX    February 28
NZH    February 28
NCB    February 28
NXC    March 31
NXN    March 31
NQP    April 30
NJV    April 30
NPN    April 30
NNY    September 30
NRK    September 30
NYV    September 30

Shareholder Report Delivery

Shareholder reports will be sent to shareholders of record of each Fund following the applicable period. Each Fund will furnish, without charge, a copy of its annual report and/or semi-annual report as available upon request. Such written or oral requests should be directed to such Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787.

Please note that only one annual report, semi-annual report or proxy statement may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report, semi-annual report or proxy statement, or for instructions as to how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on August 5, 2014

Each Fund’s proxy statement is available at www.nuveenproxy.com/ProxyInfo/CEF/Default.aspx. For more information, shareholders may also contact the applicable Fund at the address and phone number set forth above.

 

60


General

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

A list of shareholders entitled to be present and to vote at each Meeting will be available at the offices of the Funds, 333 West Wacker Drive, Chicago, Illinois 60606, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Meeting.

Failure of a quorum to be present at any Meeting will necessitate adjournment and will subject that Fund to additional expense. The persons named in the enclosed proxy may also move for an adjournment of any Meeting to permit further solicitation of proxies with respect to any proposal if they determine that adjournment and further solicitation is reasonable and in the best interests of the Funds. Under each Fund’s By-Laws, an adjournment of a meeting with respect to a matter requires the affirmative vote of a majority of the shares entitled to vote on the matter present in person or represented by proxy at the Meeting.

IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

Kevin J. McCarthy

Vice President and Secretary

June 13, 2014

 

61


Appendix A

DATES RELATING TO ORIGINAL INVESTMENT MANAGEMENT AGREEMENTS

 

Fund    Date of Original Investment
Management Agreement
   Date Original Investment Management
Agreement Last Approved by
Shareholders
   Date Original Investment Management
Agreement Last Approved For
Continuance by Board
NAZ    April 8, 2013    April 8, 2013(1)    April 30, 2014
NCA    November 13, 2007    October 12, 2007(2)    April 30, 2014
NTX    November 13, 2007    October 12, 2007(2)    April 30, 2014
NUM    January 7, 2013    January 7, 2013(1)    April 30, 2014
NUO    April 8, 2013    April 8, 2013(1)    April 30, 2014
NVX    November 13, 2007    November 12, 2007(2)    April 30, 2014
NZH    November 13, 2007    November 12, 2007(2)    April 30, 2014
NCB    March 16, 2009    April 24, 2009(1)    April 30, 2014
NXC    November 13, 2007    October 22, 2007(2)    April 30, 2014
NXN    November 13, 2007    November 12, 2007(2)    April 30, 2014
NQP    November 13, 2007    October 12, 2007(2)    April 30, 2014
NJV    March 16, 2009    April 24, 2009(1)    April 30, 2014
NPN    March 24, 2009    April 24, 2009(1)    April 30, 2014
NNY    November 13, 2007    November 12, 2007(2)    April 30, 2014
NRK    November 13, 2007    November 12, 2007(2)    April 30, 2014
NYV    March 24, 2009    April 24, 2009(1)    April 30, 2014

 

(1) The Original Investment Management Agreement was approved by a Consent of Sole Shareholder.
(2) The Original Investment Management Agreement was approved by shareholders in connection with a previous change in control of Nuveen.

 

A-1


Appendix B

INVESTMENT MANAGEMENT FEE INFORMATION

 

Complex-Level Fee Rates  
Complex-Level Managed Asset Breakpoint Level*    Effective Rate at Breakpoint Level  
First $55 billion      .2000
$56 billion      .1996
$57 billion      .1989
$60 billion      .1961
$63 billion      .1931
$66 billion      .1900
$71 billion      .1851
$76 billion      .1806
$80 billion      .1773
$91 billion      .1691
$125 billion      .1599
$200 billion      .1505
$250 billion      .1469
$300 billion      .1445

 

* The complex-level fee is calculated based upon the aggregate daily “eligible assets” of all Nuveen Funds. Except as described below, eligible assets include the net assets of all Nuveen-branded closed-end and open-end registered investment companies organized in the United States. Eligible assets do not include assets attributable to investments in other Nuveen Funds or assets in excess of a determined amount (originally $2 billion) added to the Nuveen fund complex in connection with Nuveen Fund Advisors’ assumption of the management of the former First American Funds effective January 1, 2011. Eligible assets include closed-end fund assets managed by the Adviser 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 the Adviser as to certain funds to limit the amount of such assets for determining eligible assets in certain circumstances.

 

  As of December 31, 2013, the complex-level fee rate for each Fund was 0.1686%.

 

B-1


Fund-Level Fee Rates, Management Fees Paid and Managed Assets

 

Fund    Fiscal Year
End
   Fund Average Daily Managed Assets*    Fund Level Fee Rate   Fees Paid to the Adviser
During Last Fiscal  Year
   Managed Assets as of
12/31/2013
NAZ    February 28    First $125 million

Next $125 million

Next $250 million

Next $500 million

Next $1 billion

Next $3 billion

Over $5 billion

      

 

 

 

 

 

 

0.4500

0.4375

0.4250

0.4125

0.4000

0.3875

0.3750

%

%

%

%

%

%

%

    $ 1,450,929        $ 235,608,099  
NCA(1)    February 28    First $500 million(2)

Next $500 million(2)

Over $1 billion(2)

      

 

 

0.1500

0.1250

0.1000

%

%

%

    $ 1,349,904        $ 244,814,316  
NTX    February 28    First $125 million

Next $125 million

Next $250 million

Next $500 million

Next $1 billion

Next $3 billion

Over $5 billion

      

 

 

 

 

 

 

0.4500

0.4375

0.4250

0.4125

0.4000

0.3875

0.3750

%

%

%

%

%

%

%

    $ 1,366,466        $ 213,803,003  
NUM    February 28    First $125 million

Next $125 million

Next $250 million

Next $500 million

Next $1 billion

Next $3 billion

Over $5 billion

      

 

 

 

 

 

 

0.4500

0.4375

0.4250

0.4125

0.4000

0.3875

0.3750

%

%

%

%

%

%

%

    $ 2,873,428        $ 455,720,139  

 

B-2


Fund    Fiscal Year
End
   Fund Average Daily Managed  Assets*    Fund Level Fee Rate     Fees Paid to the Adviser
During Last Fiscal Year
     Managed Assets as of
12/31/2013
 
NUO    February 28    First $125 million

Next $125 million

Next $250 million

Next $500 million

Next $1 billion

Next $3 billion

Over $5 billion

    

 

 

 

 

 

 

0.4500

0.4375

0.4250

0.4125

0.4000

0.3875

0.3750


    $2,669,118         $430,097,724   
NVX    February 28    First $125 million

Next $125 million

Next $250 million

Next $500 million

Next $1 billion

Over $2 billion

    

 

 

 

 

 

0.4500

0.4375

0.4250

0.4125

0.4000

0.3750


    $2,013,322         $304,268,635   
NZH    February 28    First $125 million

Next $125 million

Next $250 million

Next $500 million

Next $1 billion

Over $2 billion

    

 

 

 

 

 

0.4500

0.4375

0.4250

0.4125

0.4000

0.3750


    $3,062,299         $465,638,149   
NCB    February 28    First $125 million

Next $125 million

Next $250 million

Next $500 million

Next $1 billion

Over $2 billion

    

 

 

 

 

 

0.4000

0.3875

0.3750

0.3625

0.3500

0.3375


    $343,980         $52,851,574   
NXC    March 31    First $125 million

Next $125 million

Next $250 million

Next $500 million

Next $1 billion

Over $2 billion

    

 

 

 

 

 

0.1000

0.0875

0.0750

0.0625

0.0500

0.0375


    $248,961         $89,734,226   

 

B-3


Fund    Fiscal Year
End
   Fund Average Daily Managed  Assets*   Fund Level Fee Rate     Fees Paid to the Adviser
During Last Fiscal Year
     Managed Assets as of
12/31/2013
 
NXN    March 31    First $125 million

Next $125 million

Next $250 million

Next $500 million

Next $1 billion

Over $2 billion

   

 

 

 

 

 

0.1000

0.0875

0.0750

0.0625

0.0500

0.0375


    $146,047         $53,239,908   
NQP    April 30    First $125 million

Next $125 million

Next $250 million

Next $500 million

Next $1 billion

Next $3 billion

Over $5 billion

   

 

 

 

 

 

 

0.4500

0.4375

0.4250

0.4125

0.4000

0.3875

0.3750


    $2,788,093         $339,245,306   
NJV    April 30    First $125 million

Next $125 million

Next $250 million

Next $500 million

Next $1 billion

Over $2 billion

   

 

 

 

 

 

0.4000

0.3875

0.3750

0.3625

0.3500

0.3375


    $152,069         $23,978,262   
NPN    April 30    First $125 million

Next $125 million

Next $250 million

Next $500 million

Next $1 billion

Over $2 billion

   

 

 

 

 

 

0.4000

0.3875

0.3750

0.3625

0.3500

0.3375


    $110,666         $18,659,742   
NNY(1)    September 30    First $500 million(2)

Next $500 million(2)

Over $1 billion(2)

   

 

 

0.1500

0.1250

0.1000


    $778,532         $145,269,376   

 

B-4


Fund    Fiscal Year
End
   Fund Average Daily Managed  Assets*    Fund Level Fee Rate     Fees Paid to the Adviser
During Last Fiscal Year
     Managed Assets as of
12/31/2013
 
NRK    September 30    First $125 million

Next $125 million

Next $250 million

Next $500 million

Next $1 billion

Over $2 billion

    

 

 

 

 

 

0.4500

0.4375

0.4250

0.4125

0.4000

0.3750


    $6,515,427         $1,732,887,840   
NYV    September 30    First $125 million

Next $125 million

Next $250 million

Next $500 million

Next $1 billion

Over $2 billion

    

 

 

 

 

 

0.4000

0.3875

0.3750

0.3625

0.3500

0.3375


    $225,448         $35,440,027   

 

* Average daily managed assets means 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 effective leverage (whether or not those assets are reflected in the Fund’s financial statements for purposes of generally accepted accounting principles), such as, but not limited to, the portion of assets in special purpose trusts of which the Fund owns the inverse floater certificates that has been effectively financed by the trust’s issuance of floating rate certificates.

 

(1) In addition, each of NNY and NCA pays an annual management fee, payable monthly, based on gross interest income (excluding interest on bonds underlying a “self-deposited inverse floater” trust that is attributed to the Fund over and above the net interest earned on the inverse floater itself) as follows:

 

Gross Interest Income    Gross Income Fee Rate  
First $50 million      4.125 %
Next $50 million      4.000 %
Over $100 million      3.875 %

The fees paid to the Adviser during the last fiscal year listed above include this income management fee.

 

(2) Fees are based on a percentage of average weekly managed assets.

 

B-5


Appendix C

DATES RELATING TO ORIGINAL SUB-ADVISORY AGREEMENTS

 

Fund    Sub-Adviser    Date of Original Sub-Advisory
Agreement
  Date Original Investment Sub-
Advisory Agreement Last
Approved by Shareholders
   Date Original Sub-Advisory
Agreement Last Approved For
Continuance by Board
NAZ    NAM    December 31, 2010   April 8, 2013    April 30, 2014
NCA    NAM    December 31, 2010      April 30, 2014
NTX    NAM    December 31, 2010      April 30, 2014
NUM    NAM    December 31, 2010   January 7, 2013    April 30, 2014
NUO    NAM    December 31, 2010   April 8, 2013    April 30, 2014
NVX    NAM    December 31, 2010      April 30, 2014
NZH    NAM    December 31, 2010      April 30, 2014
NCB    NAM    December 31, 2010   April 24, 2009    April 30, 2014
NXC    NAM    December 31, 2010      April 30, 2014
NXN    NAM    December 31, 2010      April 30, 2014
NQP    NAM    December 31, 2010      April 30, 2014
NJV    NAM    December 31, 2010   April 24, 2009    April 30, 2014
NPN    NAM    December 31, 2010   April 24, 2009    April 30, 2014
NNY    NAM    December 31, 2010      April 30, 2014
NRK    NAM    December 31, 2010      April 30, 2014
NYV    NAM    December 31, 2010   April 24, 2009    April 30, 2014

 

Prior to January 1, 2011, the Fund was managed by the Adviser. Effective January 1, 2011, the Adviser formed a subsidiary, NAM, to house its portfolio management capabilities and entered into an investment sub-advisory agreement between the Adviser and NAM with respect to the Fund. The date shareholders last approved the Original Investment Management Agreement between the Fund and the Adviser is set forth on Appendix A.

 

C-1


Appendix D

SUB-ADVISORY FEE RATES AND SUB-ADVISORY FEES PAID

 

Fund    Fiscal Year
End
   Sub-Advisor    Sub-Advisory Fee Rate as a
Percentage of the Net
Management Fee Paid by the
Fund to the Adviser
   Fees Paid to the  Sub-Adviser
During Last
Fiscal Year
   Managed Assets as of
12/31/2013
NAZ    February 28    NAM    38.4615%    $565,423    $235,608,098.68
NCA    February 28    NAM    71.4286%    $570,181    $244,814,316.27
NTX    February 28    NAM    38.4615%    $525,563    $213,803,002.85
NUM    February 28    NAM    38.4615%    $1,105,163    $455,720,139.07
NUO    February 28    NAM    38.4615%    $1,037,039    $430,097,723.84
NVX    February 28    NAM    38.4615%    $774,353    $304,268,635.46
NZH    February 28    NAM    38.4615%    $1,177,806    $465,638,149.08
NCB    February 28    NAM    41.6667%    $143,324    $52,851,574.13
NXC    March 31    NAM    42.8571%    $106,697    $89,734,225.66
NXN    March 31    NAM    42.8571%    $62,591    $53,239,908.27
NQP    April 30    NAM    38.4615%    $1,100,885    $339,245,306.24
NJV    April 30    NAM    41.6667%    $63,362    $23,978,262.03
NPN    April 30    NAM    41.6667%    $46,110.92    $18,659,741.73
NNY    September 30    NAM    71.4286%    $349,557    $145,269,376.03
NRK    September 30    NAM    38.4615%    $2,629,053    $1,732,887,839.87
NYV    September 30    NAM    41.6667%    $93,937    $35,440,027.03

 

D-1


Appendix E

INFORMATION REGARDING OFFICERS AND DIRECTORS OF ADVISER AND SUB-ADVISERS

 

     Principal Executive Officer and Directors    Fund officers or Board
Members who are officers,
employees, directors, general
partner or shareholders of the
Adviser/Sub-Adviser
Adviser/Sub-Adviser   Name   Address   Principal Occupation   

Nuveen Fund Advisors

  William Adams IV

 

Thomas Schreier, Jr.

  333 W. Wacker Dr.

Chicago, IL 60606

333 W. Wacker Dr.

Chicago, IL 60606

  Co-President

 

Co-President

   Gifford R. Zimmerman

Margo L. Cook

Stephen D. Foy

Scott S. Grace

Kevin J. McCarthy

Kathleen L. Prudhomme

William Adams IV

Thomas S. Schreier, Jr.

NAM   Thomas Schreier, Jr.

 

William T. Huffman

  333 W. Wacker Dr.

Chicago, IL 60606

333 W. Wacker Dr.

Chicago, IL 60606

  Chairman

 

President

   Gifford R. Zimmerman

Scott S. Grace

Kevin J. McCarthy

Kathleen L. Prudhomme

Thomas S. Schreier, Jr.

 

E-1


Appendix F

SHARE OWNERSHIP

Dollar Range of Equity Securities

The following table lists the dollar range of equity securities beneficially owned by each Board Member in each Fund and in all Nuveen funds overseen by the Board Member as of December 31, 2013. The information as to beneficial ownership is based on statements furnished by each Board Member.

 

     

Independent Board Members

  

Interested Board
Members

Fund    Bremner    Evans    Hunter    Kundert    Nelson(1)    Schneider    Stockdale    Stone    Stringer    Toth    Adams    Schreier
NAZ    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NCA    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NTX    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NUM    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NUO    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NVX    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NZH    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NCB    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NXC    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NXN    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NQP    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NJV    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NPN    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NNY    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NRK    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NYV    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
                                                             
Aggregate Range of Equity Securities in All Registered Investment Companies Overseen by Board Member in Family of Investment Companies    Over

$100,000

   Over

$100,000

   Over

$100,000

   Over

$100,000

   $0    Over

$100,000

   Over

$100,000

   Over

$100,000

   Over

$100,000

   Over

$100,000

   Over

$100,000

   Over

$100,000

 

(1) Mr. Nelson was appointed to the Board of Directors of the Nuveen Funds effective September 1, 2013.

 

F-1


Fund Shares Owned By Board Members And Executive Officers*

The following table sets forth, for each Board Member and for the Board Members and executive officers as a group, the amount of shares beneficially owned in each Fund as of December 31, 2013. The information as to beneficial ownership is based on statements furnished by each Board Member and executive officer.

 

     Independent Board Members      Interested Board
Members
     All
Board
Members
and
Executive
Officers
as a
Group
 
Fund    Bremner      Evans      Hunter      Kundert      Nelson(1)      Schneider      Stockdale      Stone      Stringer      Toth      Adams      Schreier     
NAZ      0         0         0         0         0         0         0         0         0         0         0         0         0   
NCA      0         0         0         0         0         0         0         0         0         0         0         0         0   
NTX      0         0         0         0         0         0         0         0         0         0         0         0         0   
NUM      0         0         0         0         0         0         0         0         0         0         0         0         0   
NUO      0         0         0         0         0         0         0         0         0         0         0         0         0   
NVX      0         0         0         0         0         0         0         0         0         0         0         0         0   
NZH      0         0         0         0         0         0         0         0         0         0         0         0         0   
NCB      0         0         0         0         0         0         0         0         0         0         0         0         0   
NXC      0         0         0         0         0         0         0         0         0         0         0         0         0   
NXN      0         0         0         0         0         0         0         0         0         0         0         0         0   
NQP      0         0         0         0         0         0         0         0         0         0         0         0         0   
NJV      0         0         0         0         0         0         0         0         0         0         0         0         0   
NPN      0         0         0         0         0         0         0         0         0         0         0         0         0   
NNY      0         0         0         0         0         0         0         0         0         0         0         0         0   
NRK      0         0         0         0         0         0         0         0         0         0         0         0         0   
NYV      0         0         0         0         0         0         0         0         0         0         0         0         0   

 

* The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described in the Proxy Statement.
(1) Mr. Nelson was appointed to the Board of Directors of the Nuveen Funds effective September 1, 2013.

 

F-2


Appendix G

BOARD MEMBER COMPENSATION

Aggregate Compensation from the Funds*

 

Fund    Fiscal
Year End
     Robert P.
Bremner
     Jack B.
Evans
     William C.
Hunter
     David J.
Kundert
     John K.
Nelson(1)
     William J.
Schneider
     Judith M.
Stockdale
     Carole E.
Stone
     Virginia L.
Stringer
     Terence J.
Toth
 
NAZ      2/28         $689         $601         $561         $623         $189         $740         $620         $637         $576         $666   
NCA      2/28         $714         $618         $566         $697         $196         $783         $630         $655         $592         $702   
NTX      2/28         $621         $542         $506         $562         $171         $661         $552         $575         $519         $601   
NUM      2/28         $1,345         $1,186         $1,086         $1,313         $365         $1,511         $1,200         $1,254         $1,115         $1,322   
NUO      2/28         $1,268         $1,112         $1,027         $1,205         $344         $1,433         $1,169         $1,180         $1,054         $1,238   
NVX      2/28         $903         $796         $729         $881         $244         $1,004         $833         $841         $748         $887   
NZH      2/28         $1,378         $1,214         $1,112         $1,344         $373         $1,586         $1,266         $1,284         $1,142         $1,354   
NCB      2/28         $154         $132         $123         $139         $42         $161         $137         $140         $129         $149   
NXC      3/31         $267         $231         $211         $265         $72         $298         $235         $243         $221         $263   
NXN      3/31         $156         $135         $124         $155         $43         $175         $138         $143         $129         $154   
NQP      4/30         $2,222         $2,170         $1,964         $2,243         $1,127         $2,656         $2,117         $2,233         $1,986         $2,315   
NJV      4/30         $66         $63         $58         $64         $34         $76         $64         $65         $60         $69   
NPN      4/30         $51         $49         $44         $49         $26         $58         $49         $50         $46         $53   
NNY      9/30         $487         $372         $338         $387         $25         $407         $375         $378         $354         $408   
NRK      9/30         $5,966         $4,707         $4,207         $5,065         $297         $5,369         $4,727         $4,720         $4,315         $5,002   
NYV      9/30         $119         $91         $83         $95         $6         $99         $92         $92         $87         $100   
Total Compensation from Nuveen Funds Paid to Board Members      12/31/13       $ 334,516       $ 287,880       $ 251,250       $ 311,158       $ 17,667       $ 337,104       $ 283,062       $ 283,276       $ 256,750       $ 305,513   

 

(1) Mr. Nelson was appointed to the Board of Directors of the Nuveen Funds effective September 1, 2013.

 

G-1


* Includes deferred fees. Pursuant to a deferred compensation agreement with certain of the Funds, deferred amounts are treated as though an equivalent dollar amount has been invested in shares of one or more Participating Funds. Total deferred fees for the Funds (including the return from the assumed investment in the Participating Funds) payable are:

 

Fund    Robert P.
Bremner
   Jack B.
Evans
   William C.
Hunter
   David J.
Kundert
   John K.
Nelson(1)
   William J.
Schneider
   Judith M.
Stockdale
   Carole E.
Stone
   Virginia L.
Stringer
   Terence J.
Toth
NAZ    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NCA    $112    $133    $0    $697    $0    $783    $0    $333    $0    $189
NTX    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NUM    $211    $255    $0    $1,313    $0    $1,543    $0    $637    $0    $355
NUO    $143    $181    $0    $928    $0    $1,138    $0    $463    $0    $251
NVX    $142    $171    $0    $881    $0    $1,004    $0    $428    $0    $239
NZH    $216    $261    $0    $1,344    $0    $1,586    $0    $653    $0    $364
NCB    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NXC    $42    $50    $0    $265    $0    $298    $0    $123    $0    $72
NXN    $25    $29    $0    $155    $0    $175    $0    $72    $0    $42
NQP    $296    $335    $0    $1945    $0    $2,303    $156    $971    $0    $658
NJV    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NPN    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NNY    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0
NRK    $811    $982    $0    $4,416    $0    $4,678    $1,329    $1,179    $0    $624
NYV    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0

 

G-2


Appendix H

BOARD AND COMMITTEE MEETINGS HELD DURING EACH FUND’S LAST FISCAL YEAR

 

Fund    Fiscal Year
End
   Regular
Board
Meetings
   Special
Board
Meetings
   Executive
Committee
   Dividend
Committee
   Audit
Committee
   Compliance
Committee
   Nominating
and
Governance
Committee
   Closed-End
Funds
Committee
NAZ    2/28    6    6    1    4    4    6    4    6
NCA    2/28    6    6    0    4    4    6    4    6
NTX    2/28    6    6    0    4    4    6    4    6
NUM    2/28    6    6    1    4    4    6    4    6
NUO    2/28    6    6    1    4    4    6    4    6
NVX    2/28    6    6    1    4    4    6    4    6
NZH    2/28    6    6    1    4    4    6    4    6
NCB    2/28    6    6    0    4    4    6    4    6
NXC    3/31    6    7    0    4    4    6    4    6
NXN    3/31    6    7    0    4    4    6    4    6
NQP    4/30    5    4    0    3    4    5    4    6
NJV    4/30    5    4    0    3    4    5    4    6
NPN    4/30    5    4    0    3    4    5    4    6
NNY    9/30    6    7    0    4    4    5    4    6
NRK    9/30    6    7    1    4    4    5    4    6
NYV    9/30    6    7    0    4    4    5    4    6

 

H-1


Appendix I

AUDIT AND RELATED FEES

 

          Audit Fees(1)    Audit Related Fees(2)    Tax Fees(3)    All Other Fees(4)
          Funds    Funds    Adviser and
Related Entities
   Funds    Adviser and
Related Entities
   Funds    Adviser and
Related Entities
Fund    Fiscal
Year
End
   Fiscal
Year
Ended
2012
   Fiscal
Year
Ended
2013
   Fiscal
Year
Ended
2012
   Fiscal
Year
Ended
2013
   Fiscal
Year
Ended
2012
   Fiscal
Year
Ended
2013
   Fiscal
Year
Ended
2012
   Fiscal
Year
Ended
2013
   Fiscal
Year
Ended
2012
   Fiscal
Year
Ended
2013
   Fiscal
Year
Ended
2012
   Fiscal
Year
Ended
2013
   Fiscal
Year
Ended
2012
   Fiscal
Year
Ended
2013

NNY

   9/30    $16,200    $19,500    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0

NRK

   9/30    $21,200    $22,250    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0

NYV

   9/30    $16,200    $19,500    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0

 

          Audit Fees(1)    Audit Related Fees(2)    Tax Fees(3)    All Other Fees(4)
          Funds    Funds    Adviser and
Related Entities
   Funds    Adviser and
Related Entities
   Funds    Adviser and
Related Entities
Fund    Fiscal
Year
End
   Fiscal
Year
Ended
2013
   Fiscal
Year
Ended
2014
   Fiscal
Year
Ended
2013
   Fiscal
Year
Ended
2014
   Fiscal
Year
Ended
2013
   Fiscal
Year
Ended
2014
   Fiscal
Year
Ended
2013
   Fiscal
Year
Ended
2014
   Fiscal
Year
Ended
2013
   Fiscal
Year
Ended
2014
   Fiscal
Year
Ended
2013
   Fiscal
Year
Ended
2014
   Fiscal
Year
Ended
2013
   Fiscal
Year
Ended
2014

NAZ

   2/28    $22,250    $27,750    $6,250    $6,500    $0    $0    $0    $673    $0    $0    $0    $0    $0    $0

NCA

   2/28    $19,500    $21,750    $0    $4,000    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0

NTX

   2/28    $22,250    $24,750    $4,000    $0    $0    $0    $0    $673    $0    $0    $0    $0    $0    $0

NUM

   2/28    $22,250    $24,750    $6,250    $6,500    $0    $0    $0    $673    $0    $0    $0    $0    $0    $0

NUO

   2/28    $22,250    $27,750    $6,250    $6,500    $0    $0    $0    $673    $0    $0    $0    $0    $0    $0

NVX

   2/28    $22,250    $24,750    $0    $1,500    $0    $0    $0    $673    $0    $0    $0    $0    $0    $0

NZH

   2/28    $22,250    $24,750    $0    $1,500    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0

NCB

   2/28    $19,500    $21,750    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0

NXC

   3/31    $19,500    $21,750    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0

NXN

   3/31    $19,500    $21,750    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0

NQP

   4/30    $22,250    $27,750    $1,500    $4,000    $0    $0    $0    $673    $0    $0    $0    $0    $0    $0

NJV

   4/30    $19,500    $21,750    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0

NPN

   4/30    $19,500    $21,750    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0    $0

 

I-1


(1) “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements.
(2) “Audit Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees.” These fees include offerings related to the Fund’s common shares and leverage.
(3) “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculation performed by the principal accountant.
(4) “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees.” These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage.

 

          Total Non-Audit Fees
Billed to Fund
   Total Non-Audit Fees Billed to
Advisers and Adviser Entities
(Engagements Related
Directly to the Operations and
Financial Reporting of Fund)
   Total Non-Audit Fees
Billed to Advisers and
Adviser Entities (All
Other Engagements)
   Total
Fund    Fiscal
Year End
   Fiscal Year
Ended 2012
   Fiscal Year
Ended 2013
   Fiscal Year
Ended 2012
   Fiscal Year
Ended 2013
   Fiscal Year
Ended 2012
   Fiscal Year
Ended 2012
   Fiscal Year
Ended 2013
   Fiscal Year
Ended 2012

NNY

   9/30    $0    $0    $0    $0    $0    $0    $0    $0

NRK

   9/30    $0    $0    $0    $0    $0    $0    $0    $0

NYV

   9/30    $0    $0    $0    $0    $0    $0    $0    $0

 

          Total Non-Audit Fees
Billed to Fund
   Total Non-Audit Fees Billed to
Advisers and Adviser Entities
(Engagements Related
Directly to the Operations and
Financial Reporting of Fund)
   Total Non-Audit Fees
Billed to Advisers and
Adviser Entities (All
Other Engagements)
   Total
Fund    Fiscal
Year End
   Fiscal Year
Ended 2013
   Fiscal Year
Ended 2014
   Fiscal Year
Ended 2013
   Fiscal Year
Ended 2014
   Fiscal Year
Ended 2013
   Fiscal Year
Ended 2014
   Fiscal Year
Ended 2014
   Fiscal Year
Ended 2013

NAZ

   2/28    $0    $673    $0    $0    $0    $0    $673    $0

NCA

   2/28    $0    $0    $0    $0    $0    $0    $0    $0

NTX

   2/28    $0    $673    $0    $0    $0    $0    $673    $0

NUM

   2/28    $0    $673    $0    $0    $0    $0    $673    $0

NUO

   2/28    $0    $673    $0    $0    $0    $0    $673    $0

NVX

   2/28    $0    $673    $0    $0    $0    $0    $673    $0

NZH

   2/28    $0    $0    $0    $0    $0    $0    $0    $0

NCB

   2/28    $0    $0    $0    $0    $0    $0    $0    $0

NXC

   3/31    $0    $0    $0    $0    $0    $0    $0    $0

NXN

   3/31    $0    $0    $0    $0    $0    $0    $0    $0

 

I-2


          Total Non-Audit Fees
Billed to Fund
   Total Non-Audit Fees Billed to
Advisers and Adviser Entities
(Engagements Related
Directly to the Operations and
Financial Reporting of Fund)
   Total Non-Audit Fees
Billed to Advisers and
Adviser Entities (All
Other Engagements)
   Total
Fund    Fiscal
Year End
   Fiscal Year
Ended 2013
   Fiscal Year
Ended 2014
   Fiscal Year
Ended 2013
   Fiscal Year
Ended 2014
   Fiscal Year
Ended 2013
   Fiscal Year
Ended 2014
   Fiscal Year
Ended 2014
   Fiscal Year
Ended 2013

NQP

   4/30    $0    $673    $0    $0    $0    $0    $673    $0

NJV

   4/30    $0    $0    $0    $0    $0    $0    $0    $0

NPN

   4/30    $0    $0    $0    $0    $0    $0    $0    $0

 

I-3


Appendix J

LIST OF BENEFICIAL OWNERS WHO OWN MORE THAN 5% OF ANY CLASS OF SHARES IN ANY FUND

The following chart lists each shareholder or group of shareholders who beneficially owned more than 5% of any class of shares for each Fund as of June 6, 2014*:

 

Fund    Class    Shareholder Name and Address   

Number of

Shares Owned

    

Percentage

Owned

 

NAZ

   VMTP Shares   

Wells Fargo & Company

420 Montgomery Street

San Francisco, CA 94104

 

Wells Fargo Municipal Capital Strategies, LLC

375 Park Avenue

New York, NY 10151

     790         100

NCA

      None      

NTX

   MTP Shares   

Karpus Management, Inc. d/b/a Karpus Investment Management

183 Sully’s Trail

Pittsford, NY 14534

     1,200,058         16.92

NUM

      None      

NUO

      None      

NVX

   Common Shares   

First Trust Portfolios

First Trust Advisors L.P.

The Charger Corporation

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

     1,720,464         11.66

NZH

   Common Shares   

First Trust Portfolios

First Trust Advisors L.P.

The Charger Corporation

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

     3,026,702         12.53

NCB

   Common Shares   

First Trust Portfolios

First Trust Advisors L.P.

The Charger Corporation

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

     331,691         10.09

NXC

      None      

NXN

   Common Shares   

First Trust Portfolios

First Trust Advisors L.P.

The Charger Corporation

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

     254,782         6.49

 

J-1


Fund    Class    Shareholder Name and Address   

Number of

Shares Owned

    

Percentage

Owned

 

NQP

   VMTP Shares   

Wells Fargo & Company

420 Montgomery Street

San Francisco, CA 94104

 

Wells Fargo Municipal Capital Strategies, LLC

375 Park Avenue

New York, NY 10151

     480         100

NJV

   Common Shares   

First Trust Portfolios

First Trust Advisors L.P.

The Charger Corporation

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

     273,989         17.51

NPN

      None      

NNY

      None      

NRK

      None      

NYV

   Common Shares   

First Trust Portfolios

First Trust Advisors L.P.

The Charger Corporation

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

     243,879         10.38

 

 

* The information contained in this table is based on Schedule 13D and 13G filings made on or before June 6, 2014.

VRDP Shares are designed to be eligible for purchase by money market funds. Based on information provided by remarketing agents for the VRDP Shares, money market funds within certain fund complexes may hold, in the aggregate, greater than 5% of the outstanding VRDP Shares of one or more Funds, and individual money market funds within such complexes may beneficially own an indeterminable amount of VRDP Shares exceeding 5% of the outstanding VRDP Shares of one or more Funds. Information with respect to aggregate holdings of these VRDP Shares associated with fund complexes identified by the remarketing agents as holding greater than 5% of the outstanding VRDP Shares of a Fund, other than with respect to the Vanguard complex, including the number of VRDP Shares associated with the fund complex and percentage of total outstanding, is as follows: NUO (Series 1): Federated (250 shares (16.9%)), JP Morgan (230 shares (15.5%)), Northern Trust (260 shares (17.6%)), Deutsche Bank (150 shares (10.1%)), Morgan Stanley (170 shares (11.5%)); NVX (Series 1): Schwab (380 shares (38.8%)), Morgan Stanley (150 shares (15.3%)), Deutsche Bank (200 shares (20.4%)); NZH (Series 1): JP Morgan (240 shares (15.0%)), Deutsche Bank (150 shares (9.3%)), Morgan Stanley (280 shares (17.5%)), Northern Trust (360 shares (22.5%)), Federated (220 shares (13.8%)); NQP (Series 2): BlackRock (110 shares (9.8%)), Federated (280 shares (24.9%)), JP Morgan (175 shares (15.6%)), Northern Trust (170 shares (15.1%)); NQP (Series 3): Federated (220 shares (20.1%)), JP Morgan (190 shares (18.1%)), Schwab (85 shares (8.1%)); NRK (Series 1): BlackRock (87 shares (7.7%)), JP Morgan (286 shares (25.5%)), Schwab (200 shares (17.8%)), Federated (200 shares (17.8%)), Bank of America (150 shares (13.4%)); NRK (Series 2): JP Morgan (474 shares (28.8%)), Schwab (310 shares (18.8%)), Federated (310 shares (18.8%)), Bank of America (168 shares (10.2%); NRK (Series 3): BlackRock (85 shares (5.3%)), JP Morgan (262 shares (16.2%)), Federated (310 shares (19.2%)), Bank of America (170 shares (10.5%)), Morgan Stanley (170 shares (10.5%)); NRK (Series 4): Federated (210 shares (42.0%)), Morgan Stanley (290 shares (58.0%)).

 

J-2


Information with respect to the holdings of VRDP Shares by funds in the Vanguard complex identified by Vanguard, including number of VRDP Shares held and percentage of total outstanding, is as follows: NUO (Series 1): Vanguard Tax-Exempt Money Market Fund (110 shares (7.4%)); NUO (Series 1): Vanguard Ohio Tax-Exempt Money Market Fund (210 shares (14.2%)); NVX (Series 1): Vanguard California Tax-Exempt Money Market Fund (250 shares (25.5%)); NZH (Series 1): Vanguard California Tax-Exempt Money Market Fund (350 shares (21.9%)); NQP (Series 2): Vanguard Pennsylvania Tax-Exempt Money Market Fund (390 shares (34.7%)); NQP (Series 3): Vanguard Tax-Exempt Money Market Fund (220 shares (21.0%)); NQP (Series 3): Vanguard Pennsylvania Tax-Exempt Money Market Fund (285 shares (27.0%)); NRK (Series 1): Vanguard Tax-Exempt Money Market Fund (200 shares (17.8%)); NRK (Series 1): Vanguard New York Tax-Exempt Money Market Fund (200 shares (17.8%)); NRK (Series 2): Vanguard Tax-Exempt Money Market Fund (310 shares (18.8%)); NRK (Series 2): Vanguard New York Tax-Exempt Money Market Fund (310 shares (18.8%)); NRK (Series 3): Vanguard Tax-Exempt Money Market Fund (255 shares (15.8%)); NRK (Series 3): Vanguard New York Tax-Exempt Money Market Fund (365 shares (22.6%)).

iMTP Shares are designed to be eligible for purchase by institutional investors. Based on information provided by the initial purchasers for the iMTP Shares, money market funds within certain fund complexes may hold, in the aggregate, greater than 5% of the outstanding iMTP Shares of one or more Funds, and individual money market funds within such complexes may beneficially own an indeterminable amount of iMTP Shares exceeding 5% of the outstanding iMTP Shares of one or more Funds. Information with respect to aggregate holdings of these iMTP Shares associated with fund complexes identified by the initial purchasers as holding greater than 5% of the outstanding iMTP Shares of a Fund, other than with respect to the Vanguard complex, including the number of iMTP Shares associated with the fund complex and percentage of total outstanding, is as follows: NRK (Series 2017): Northern Trust (150 shares (19.0%)), Wells Fargo Advantage (170 shares (21.5%)), Federated (100 shares (12.7%)).

Information with respect to the holdings of iMTP Shares by funds in the Vanguard complex identified by Vanguard, including number of iMTP Shares held and percentage of total outstanding, is as follows: NRK (Series 2017): Vanguard Short-Term Tax-Exempt Fund (175 shares (22.1%)), Vanguard Limited-Term Tax-Exempt Fund (175 shares (22.1%)).

 

J-3


Appendix K

FORM OF INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT made this [    ] day of [            ], by and between [Name of Fund], a [State of Organization] [Form of Organization] (the “Fund”), and NUVEEN FUND ADVISORS, LLC, a Delaware limited liability company (the “Adviser”).

W I T N E S S E T H

In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:

1.    The Fund hereby employs the Adviser to act as the investment adviser for, and to manage the investment and reinvestment of the assets of the Fund in accordance with the Fund’s investment objective and policies and limitations, and to administer the Fund’s affairs to the extent requested by and subject to the supervision of the Board of [Trustees/Directors] of the Fund for the period and upon the terms herein set forth. The investment of the Fund’s assets shall be subject to the Fund’s policies, restrictions and limitations with respect to securities investments as set forth in the Fund’s then current registration statement under the Investment Company Act of 1940, and all applicable laws and the regulations of the Securities and Exchange Commission relating to the management of registered closed-end, diversified management investment companies.

The Adviser accepts such employment and agrees during such period to render such services, to furnish office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Fund’s transfer agent) for the Fund, to permit any of its officers or employees to serve without compensation as [trustees/directors] or officers of the Fund if elected to such positions, and to assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for nor represent the Fund in any way, nor otherwise be deemed an agent of the Fund.

2.    For the services and facilities described in Section l, the Fund will pay to the Adviser, at the end of each calendar month, an investment management fee equal to the sum of a Fund-Level Fee and a Complex-Level Fee.

A.    The Fund Level Fee shall be computed by applying the following annual rate [            ].

[NCA AND NNY ONLY:

A.    The Fund Level Fee shall be an amount equal to the sum of         % of the average weekly net assets of the Fund and         % of the gross interest income (i.e. income other than gains from the sale of securities or gains realized from futures contracts), computed in each case on an annualized basis.]

 

K-1


B.    The Complex-Level Fee for the Fund shall be computed by applying the Complex-Level Fee Rate, expressed as a daily equivalent, to the average total daily managed assets of the Fund. The Complex-Level Fee Rate shall be determined based upon the total daily net assets of all Eligible Funds, as defined below (with such daily net assets to include — in the case of Eligible Funds whose advisory fees are calculated by reference to net assets that include net assets attributable to preferred stock issued by or borrowings by the Eligible Fund — such leveraging net assets), pursuant to the annual fee schedule shown below in this section, with the following exclusions (as adjusted, “Complex-Level Assets”):

 

  (i) in the case of Eligible Funds that invest in other Eligible Funds (“Funds of Funds”), that portion of the net assets of such Funds of Funds attributable to investments in such other Eligible Funds; and

 

  (ii) that portion of the net assets of each Eligible Fund comprising the daily “Fund Asset Limit Amount” (as defined below).

The Complex-Level Fee Rate shall be calculated in such a manner that it results in the effective rate at the specified Complex-Level Asset amounts shown in the following annual fee schedule:

 

Complex-Level Asset
Breakpoint Level
($ million)

    Effective Rate
at Breakpoint
Level
(%)
 
  55,000        0.2000   
  56,000        0.1996   
  57,000        0.1989   
  60,000        0.1961   
  63,000        0.1931   
  66,000        0.1900   
  71,000        0.1851   
  76,000        0.1806   
  80,000        0.1773   
  91,000        0.1691   
  125,000        0.1599   
  200,000        0.1505   
  250,000        0.1469   
  300,000        0.1445   

C.    “Eligible Funds,” for purposes of the Agreement, shall mean all Nuveen-branded closed-end and open-end registered investment companies organized in the United States. Any open-end or closed-end funds that subsequently become a Nuveen-branded fund because either (a) Nuveen Investments, Inc. or its affiliates acquire the investment adviser to such funds (or the adviser’s parent), or (b) Nuveen Investments, Inc. or its affiliates acquire the fund’s adviser’s rights under the management agreement for such fund (in either case, such acquisition an “Acquisition” and such fund an “Acquired Fund”), will be evaluated by both Nuveen management and the Nuveen Funds’ Board, on

 

K-2


a case-by-case basis, as to whether or not the assets of such Acquired Funds would be included in Complex-Level Assets and, if so, whether there would be a basis for any adjustments to the complex-level breakpoint schedule and/or its application.

D.    The “Fund Asset Limit Amount” as of any calculation date shall for each Fund be equal to the lesser of (i) the Initial Fund Asset Limit Amount (defined below), and (ii) the Eligible Fund’s current net assets. The “Initial Fund Asset Limit Amount” for an Eligible Fund shall be determined as follows:

i.    In the case of Nuveen-branded Funds that qualified as Eligible Funds on or prior to June 30, 2010, as well as Eligible Funds launched thereafter that are not Acquired Funds, the Initial Fund Asset Limit Amount shall be equal to zero, except to extent that such Fund may later participate in a subsequent Fund consolidation as described in (iii) below;

ii.    In the case of Acquired Funds, the Initial Fund Asset Limit Amount is equal to the product of (i) 1 minus the Aggregate Eligible Asset Percentage (defined below), and (ii) an Acquired Fund’s net assets as of the effective date of such Fund’s Acquisition; and

iii.    In the event of a consolidation or merger of one or more Eligible Funds, the Initial Fund Asset Limit Amount of the combined fund will be equal to the sum of the Initial Fund Asset Limit Amounts of each individual Eligible Fund.

E.    Following are additional definitions of terms used above:

i.    “Acquisition Assets”: With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

ii.    “Aggregate Eligible Asset Amount”: With respect to an Acquisition, that portion of the aggregate net assets of Acquired Funds as of the effective date of such Acquisition that is included in Complex-Level Assets. With respect to the series of First American Investment Funds, Inc. that became Acquired Funds as of December 31, 2010, the Aggregate Eligible Asset Amount is $2 billion.

iii.    “Aggregate Eligible Asset Percentage”: The ratio of the Aggregate Eligible Asset Amount to Acquisition Assets.

F.    For the month and year in which this Agreement becomes effective, or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement shall have been in effect during the month and year, respectively. The services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby.

3.    The Adviser shall arrange for officers or employees of the Adviser to serve, without compensation from the Fund, as [trustees/directors], officers or agents of the Fund, if duly elected or appointed to such positions, and subject to their individual consent and to any limitations imposed by law.

4.    Subject to applicable statutes and regulations, it is understood that officers, [trustees/directors], or agents of the Fund are, or may be, interested in the Adviser as officers, directors,

 

K-3


agents, shareholders or otherwise, and that the officers, directors, shareholders and agents of the Adviser may be interested in the Fund otherwise than as [trustees/directors], officers or agents.

5.    The Adviser shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Adviser in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

6.    The Adviser currently manages other investment accounts and funds, including those with investment objectives similar to the Fund, and reserves the right to manage other such accounts and funds in the future. Securities considered as investments for the Fund may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Fund and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Fund and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Fund and such other accounts and funds, the size of investment commitments generally held by the Fund and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Fund and such other accounts and funds.

7.    This Agreement shall continue in effect until [August 1, 2015], unless and until terminated by either party as hereinafter provided, and shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved, at least annually, in the manner required by the Investment Company Act of 1940.

This Agreement shall automatically terminate in the event of its assignment, and may be terminated at any time without the payment of any penalty by the Fund or by the Adviser upon no less than sixty (60) days’ written notice to the other party. The Fund may effect termination by action of the Board of [Trustees/Directors] or by vote of a majority of the outstanding voting securities of the Fund, accompanied by appropriate notice.

This Agreement may be terminated, at any time, without the payment of any penalty, by the Board of [Trustees/Directors] of the Fund, or by vote of a majority of the outstanding voting securities of the Fund, in the event that it shall have been established by a court of competent jurisdiction that the Adviser, or any officer or director of the Adviser, has taken any action which results in a breach of the covenants of the Adviser set forth herein.

Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the compensation, described in Section 2, earned prior to such termination.

 

K-4


8.    If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder shall not be thereby affected.

9.    Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for receipt of such notice.

[NAZ, NUM, NUO, NJV, NPN, NVX, NZH, NCB, NXC, NYV, NXN:

10.    The Fund’s Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts. This Agreement is executed on behalf of the Fund by the Fund’s officers as officers and not individually and the obligations imposed upon the Fund by this Agreement are not binding upon any of the Fund’s Trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund.]

[NAZ, NUM, NUO, NJV, NPN, NVX, NZH, NCB, NXC, NYV:

11.    This Agreement shall be construed in accordance with applicable federal law and (except as to Section 10 hereof which shall be construed in accordance with the laws of Massachusetts) the laws of the State of Illinois.]

IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to be executed on the day and year above written.

[NAME OF FUND]

 

    by:  

 

Attest:    

 

   
   

NUVEEN FUND ADVISORS, LLC

    by:  

 

Attest:  

 

   

 

K-5


Appendix L

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT

THIS AGREEMENT is made as of the [    ] day of [            ], between Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Nuveen Asset Management, LLC a Delaware limited liability company (the “Sub-Adviser” and with the Adviser, a “Party” or “Parties”).

WHEREAS, the Adviser acts as the investment adviser for each of the closed-end management investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”) listed on Appendix A (each a “Fund” and collectively, the “Funds”), ,pursuant to investment advisory agreements between the Adviser and each Fund (the “Advisory Agreement”);

WHEREAS, the Adviser desires to retain the Sub-Adviser to furnish investment advisory services for each Fund, upon the terms and conditions hereafter set forth;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained herein, the parties agree as follows:

1.        Appointment of Sub-Adviser. The Adviser desires to engage and hereby appoints the Sub-Adviser to provide certain sub-investment advisory services to each Fund for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts the appointment and agrees to furnish the services described herein for the compensation set forth below.

2.        Duties of Sub-Adviser.

The Sub-Adviser is hereby employed and authorized to conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the assets in each Fund. In connection therewith, the Sub-Adviser will (a) make investment decisions for the Fund; (b) place purchase and sale orders for portfolio transactions in the Fund; (c) employ professional portfolio managers and securities analysts to provide research services relating to the Fund; (d) employ qualified personnel to assist in the supervision of the Fund’s investment program and to monitor the level of risk incurred by the Fund in connection with its investment program; (e) provide input requested by the Adviser with respect to the possible forms and levels of leverage employed by the Fund, and help monitor the Fund’s compliance with leverage limits imposed under the 1940 Act; (f) provide assistance in connection with determining dividend and distribution levels for the Fund and preparing and reviewing dividend and distribution notices to shareholders; and (g) discuss with the Adviser, and take into account, tax issues arising in connection with management of the Fund’s portfolio. Subject to the supervision of each Fund’s Board of Directors (the “Board”) and the Adviser, the Sub-Adviser will manage the assets in each Fund in accordance with (a) the Fund’s investment objective(s), policies and restrictions, to the extent the Sub-Adviser has been notified of such objectives, policies and restrictions, (b) the Charter Documents (as such term is defined below) of the Fund, to the extent that they have been provided to the Sub-Adviser, and (c) applicable laws and regulations.

The Adviser has furnished to the Sub-Adviser each Fund’s compliance procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under the 1940 Act (collectively, the “Compliance Procedures”),

 

L-1


the Articles of Incorporation or Declaration of Trust and Bylaws of each Fund, each as amended to date (the “Charter Documents”), and each Fund’s investment objective(s), policies and restrictions. The Adviser agrees, on an ongoing basis, to provide to the Sub-Adviser, as promptly as practicable, copies of all amendments and supplements to the Compliance Procedures, all amendments to the Charter Documents and all revisions to a Fund’s investment objective(s), policies and restrictions.

3.        Brokerage. In selecting brokers or dealers to execute transactions on behalf of a Fund, the Sub-Adviser will seek the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser will consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, and in evaluating the best overall terms available, the Sub-Adviser is authorized to consider brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended). The Sub-Adviser will not execute any portfolio transactions with a broker or dealer which is an “affiliated person” (as defined in the 1940 Act) of the Sub-Adviser or the Adviser, except pursuant to the any 17e-1 Policies and Procedures for affiliated brokerage transactions that have been approved by Board for such Fund. The Adviser will provide the Sub-Adviser with a list of brokers and dealers that are “affiliated persons” of the Adviser.

4.        Proxy Voting. The Sub-Adviser shall vote all proxies with respect to securities held in a Fund in accordance with the Sub-Adviser’s proxy voting guidelines and procedures in effect from time to time. In the event material changes are made to such proxy voting guidelines, the Sub-Adviser agrees to provide the Adviser with a copy of the revised proxy voting guidelines. The Adviser agrees to instruct each Fund’s custodian to forward all proxy materials and related shareholder communications to the Sub-Adviser promptly upon receipt. The Sub-Adviser agrees to promptly inform the Adviser and any Fund of any conflict of interest of which the Sub-Adviser is aware that the Sub-Adviser has in voting proxies with respect to securities held in such Fund. The Sub-Adviser shall not be liable with regard to voting of proxies or other corporate actions if the proxy materials and related communications are not received in a timely manner.

5.        Information Provided to the Adviser.

(a)        The Sub-Adviser will keep the Adviser informed of developments materially affecting any Fund and will, on its own initiative, furnish the Adviser from time to time with whatever information the Sub-Adviser believes is appropriate for this purpose.

(b)        The Sub-Adviser will confer with the Adviser as the Adviser may reasonably request regarding the investment and management of each Fund. The Sub-Adviser will not be required to advise the Adviser or act for the Adviser or any Fund in any legal proceedings, including bankruptcies or class actions, involving securities in any Fund or the issuers of the securities.

(c)        The Sub-Adviser agrees to comply with all reporting requirements that the Board or the Adviser reasonably adopt and communicate to the Sub-Adviser in writing, including reporting requirements related to performance of any Fund, brokerage practices, and proxy voting.

 

L-2


(d)        The Sub-Adviser will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of each Fund, and will notify the Adviser promptly of any issuer-specific or market events or other situations that occur that may materially impact the pricing of one or more securities in such Fund. In addition, upon the request of Adviser, the Sub-Adviser will assist the Adviser in evaluating the impact that such an event may have on the net asset value of a Fund and in determining a recommended fair value of the affected security or securities. Sub-Adviser shall not be liable for any valuation determined or adopted by any Fund, unless such determination is made based upon information provided by the Sub-Adviser that is materially incorrect or incomplete as a result of the Sub-Adviser’s gross negligence.

(e)        The Sub-Adviser has provided the Adviser with a true and complete copy of its compliance policies and procedures that are reasonably designed to prevent violations of the “federal securities laws” (as such term is defined in Rule 38a-1 under the 1940 Act) and Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (the “Sub-Adviser Compliance Policies”). The Sub-Adviser’s chief compliance officer (the “Sub-Adviser CCO”) shall provide to the Fund’s chief compliance officer (the “Fund CCO”) or his or her delegate, promptly (and in no event more than 10 business days) after the occurrence of the triggering event, the following:

(i)        a report of any material changes to the Sub-Adviser Compliance Policies;

(ii)        a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Sub-Adviser Compliance Policies;

(iii)        a copy of a summary of the Sub-Adviser CCO’s report with respect to the annual review of the Sub-Adviser Compliance Policies pursuant to Rule 206(4)-7 under the Advisers Act; and

(iv)        an annual (or more frequently as the Fund CCO may request) certification regarding the Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act and Section 38a-1 under the 1940 Act as well as the foregoing sub-paragraphs (i) - (iii).

(f)        The Sub-Adviser will timely notify the Adviser of any material violations by the Sub-Adviser of a Fund’s investment policies or restrictions or any applicable law or regulation.

6.        Standard of Care. The Sub-Adviser shall exercise its best judgment in rendering the services described in paragraphs 2, 3 and 4 above. The Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser’s part in the performance of its duties or from reckless disregard by the Sub-Adviser of its obligations and duties under this Agreement (each such act or omission shall be referred to as “Disqualifying Conduct”). Neither the Sub-Adviser nor its members, partners, officers, employees and agents shall be liable to the Adviser, any Fund, any Fund’s shareholders or any other person (a) for the acts, omissions, errors of judgment or mistakes of law of any other fiduciary or other person with respect to a Fund or (b) for any failure or delay in performance of the Sub-Adviser’s obligations

 

L-3


under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

The Sub-Adviser does not guarantee the future performance of any Fund or any specific level of performance, the success of any investment decision or strategy that the Sub-Adviser may use, or the success of the Sub-Adviser’s overall management of a Fund. The Adviser understands that investment decisions made for a Fund by the Sub-Adviser are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable.

7.        Compensation. In consideration of the services rendered pursuant to this Agreement, the Adviser will pay the Sub-Adviser on the fifth business day of each month a fee equal to the percentage allocation of the fees (net of applicable breakpoints, waivers and reimbursements) paid by each Fund to the Adviser under the Advisory Agreement for such Fund as set forth in Appendix A. The fee for the period from the date of this Agreement to the end of the calendar month shall be prorated according to the proportion that such period bears to the full monthly period. Upon any termination of this Agreement before the end of a month, the fee for such part of that month shall be prorated according to the proportion that such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement.

8.        Expenses. The Sub-Adviser will bear all of its expenses in connection with the performance of its services under this Agreement. All other expenses to be incurred in the operation of a Fund will be borne by such Fund, except to the extent specifically assumed by the Adviser or Sub-Adviser. The expenses to be borne by a Fund include, by way of example, but not by way of limitation, (a) brokerage and commission expenses; (b) Federal, state, local and foreign taxes, including issue and transfer taxes incurred by or levied on the Fund; (c) interest charges on borrowings; (d) the Fund’s organizational and offering expenses; (e) fees and expenses of registering the Fund’s shares under the appropriate Federal securities laws and qualifying the Fund’s shares under applicable state securities laws; (f) fees and expenses of listing and maintaining the listing of the Fund’s shares on the principal securities exchanges where listed, or, if the Fund’s shares are not so listed, fees and expenses of listing and maintaining the quotation of the Fund’s shares on the principal securities market where traded; (g) expenses of printing and distributing reports to shareholders; (h) expenses of shareholders’ meetings and proxy solicitation; (i) charges and expenses of the Fund’s administrator, custodian and registrar, transfer agent and dividend disbursing agent; (j) compensation of the Fund’s officers, directors and employees that are not affiliated persons or interested persons (as defined in Section 2(a)(19) of the 1940 Act and the rules, regulations and releases relating thereto) of the Adviser or Sub-Adviser; (k) legal and auditing expenses; (l) cost of certificates representing shares of the Fund; (m) costs of stationery and supplies; (n) insurance expenses; and (o) association membership dues.

9.        Services to Other Companies or Accounts. The Adviser understands that the Sub-Adviser now acts, will continue to act and may act in the future as investment adviser to fiduciary and other managed accounts and as investment adviser to other investment companies,

 

L-4


and the Adviser has no objection to the Sub-Adviser so acting, provided that whenever a Fund and one or more other accounts or investment companies advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a methodology believed to be equitable to each entity. The Sub-Adviser agrees to similarly allocate opportunities to sell securities. The Adviser recognizes that, in some cases, this procedure may limit the size of the position that may be acquired or sold for a Fund. In addition, the Adviser understands that the persons employed by the Sub-Adviser to assist in the performance of the Sub-Adviser’s duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict the right of the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time and attention to other business or to render services of whatever kind or nature.

10.        Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it specifically maintains for a Fund are the property of the Fund and further agrees to surrender promptly to the Fund copies of any of such records upon the Fund’s or the Adviser’s request. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records relating to its activities hereunder required to be maintained by Rule 31a-1 under the 1940 Act and to preserve the records relating to its activities hereunder required by Rule 204-2 under the Advisers Act for the period specified in said Rule.

11.        Term of Agreement. Unless sooner terminated, this Agreement shall continue in effect until [August 1, 2014]. Thereafter, this Agreement shall continue automatically for successive annual periods, provided such continuance is specifically approved at least annually by the Board of each Fund in the manner required by the 1940 Act. This Agreement is terminable, without penalty, on 60 days’ written notice (the date of termination may be less than 60 days after the written notice of termination so long as the duration of the notice period is agreed upon by the Adviser and Sub-Adviser) by the Adviser, by a Fund’s Board, by vote of a majority of a Fund’s outstanding voting securities, or by the Sub-Adviser, and will immediately terminate upon termination of the Advisory Agreement with respect to a Fund. This Agreement also will terminate automatically in the event of its assignment (as defined in the 1940 Act). Any termination of this Agreement with respect to a Fund or Funds will not result in the termination of this Agreement with respect to any other Fund or Funds.

12.        Trade Settlement at Termination. Termination will be without prejudice to the completion of any transaction already initiated. On, or after, the effective date of termination, the Sub-Adviser shall be entitled, without prior notice to the Adviser or a Fund, to direct the Fund’s custodian to retain and/or realize any assets of the Fund as may be required to settle transactions already initiated. Following the date of effective termination, any new transactions will only be executed by mutual agreement between the Adviser and the Sub-Adviser.

13.        Indemnification. (a) The Adviser agrees to indemnify and hold harmless the Sub-Adviser and its members, partners, officers, employees, agents, successors and assigns (each a “Sub-Adviser Indemnified Person”) from and against any and all claims, losses, liabilities or damages (including reasonable attorneys’ fees and other related expenses) to which any Sub-Adviser Indemnified Person may become subject as a result of the Adviser’s material breach of this Agreement or as a result of the Adviser’s willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties hereunder or violation of applicable

 

L-5


law; provided, however, that no Sub-Adviser Indemnified Person shall be indemnified for any claim, loss, liability or damage that may be sustained as a result of the Sub-Adviser’s Disqualifying Conduct.

(b)        The Sub-Adviser agrees to indemnify and hold harmless the Adviser and any Fund and their respective shareholders, members, partners, directors, officers, employees, agents, successors and assigns (each an “Adviser Indemnified Person”) from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) to which any Adviser Indemnified Person may become subject as a result of the Sub-Adviser’s material breach of this Agreement or as a result of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties hereunder or violation of applicable law; provided, however, that no Adviser Indemnified Person shall be indemnified for any claim, loss, liability or damage that may be sustained as a result of the Adviser’s Disqualifying Conduct.

14.        Delegation to Third Parties. Except where prohibited by applicable law or regulation, the Sub-Adviser may delegate or may employ a third party to perform any accounting, administrative, reporting and ancillary services required to enable the Sub-Adviser to perform its functions under this Agreement. Notwithstanding any other provision of the Agreement, the Sub-Adviser may provide information about the Adviser and any Fund to any such third party for the purposes of this paragraph, provided that the third party is subject to a confidentiality agreement that specifically prevents the misuse of any such information, including portfolio holdings. The Sub-Adviser will act in good faith and with due diligence in the selection, use and monitoring of third parties and shall be solely responsible for any loss, mistake, gross negligence or misconduct caused by such third party.

15.        Disclosure. (a) Neither the Adviser, on its own behalf or on behalf of any Fund, or the Sub-Adviser shall disclose information of a confidential nature acquired in consequence of this Agreement, except for information that they may be entitled or bound to disclose by law, regulation or that is disclosed to their advisors where reasonably necessary for the performance of their professional services or, in the case of the Sub-Adviser, as permitted in accordance with Section 14 of this Agreement.

(b)        Notwithstanding the provisions of Subsection 15(a), to the extent that any market counterparty with whom the Sub-Adviser deals requires information relating to any Fund (including, but not limited to, the identity of the Adviser or the Fund and market value of the Fund), the Sub-Adviser shall be permitted to disclose such information to the extent necessary to effect transactions on behalf of a Fund in accordance with the terms of this Agreement.

(c)        Notwithstanding the provisions of Subsections 15(a) and 15(b), the Sub-Adviser acknowledges that the Adviser and each Fund intend to rely on Rule 17a-7, Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act.

16.        Instructions to Custodian. The Sub-Adviser shall have authority to issue to each Fund’s custodian such instructions as it may consider appropriate in connection with the settlement of any transaction relating to a Fund that it has initiated. The Adviser shall ensure that each Fund’s custodian is obliged to comply with any instructions of the Sub-Adviser given in accordance with this Agreement. The Sub-Adviser will not be responsible for supervising a Fund’s custodian.

 

L-6


17.        Representations and Warranties. (a) The Adviser represents and warrants to the Sub-Adviser that the Adviser:

(i)    has full power and authority to appoint the Sub-Adviser to manage a Fund in accordance with the terms of this Agreement; and

(ii)    this Agreement is valid and has been duly authorized by appropriate action of the Adviser, the Board of each Fund and each Fund’s shareholders, does not violate any obligation by which the Adviser is bound, and when so executed and delivered, will be binding upon the Adviser in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and general principles of equity.

(b)        The Sub-Adviser represents and warrants to the Adviser that the Sub-Adviser:

(i)    is registered as an “investment adviser” under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect;

(ii)    is not currently the subject of, and has not been the subject of during the last three (3) years, any enforcement action by a regulator, except as previously disclosed to the Adviser; and

(iii)    maintains insurance coverage in an appropriate amount and shall upon request provide to the Adviser any information it may reasonably require concerning the amount of or scope of such insurance.

18.        Miscellaneous.

(a)        Notices. All notices provided for by this Agreement shall be in writing and shall be deemed given when received, against appropriate receipt, by the General Counsel of the Adviser or Sub-Adviser, as the case may be, or such other person as a party shall designate by notice to the other parties.

(b)        Amendment. This Agreement may be amended at any time, but only by written agreement between the Adviser and the Sub-Adviser, which amendment must be approved by the Board of each affected Fund in the manner required by the 1940 Act. Notwithstanding the foregoing and subject to approval by the Board of a new Fund in the manner required by the 1940 Act, this Agreement may be amended at any time to add additional Funds and the compensation to the Sub-Adviser for such additional Funds to Appendix A, such mutual agreement between the Adviser and the Sub-Adviser to be evidenced by a revised Appendix A and performance of each parties obligations hereunder with respect to such new Funds.

(c)        Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto and supersedes any prior agreement among the parties relating to the subject matter hereof.

(d)        Severability. If any provision of this Agreement will be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby.

(e)        Headings. The paragraph headings of this Agreement are for convenience of reference and do not constitute a part hereof.

 

L-7


(f)        Governing Law. This Agreement shall be governed in accordance with the internal laws of the State of Illinois, without giving effect to principles of conflict of laws.

(g)        Use of Sub-Adviser’s Name. The Adviser shall furnish to the Sub-Adviser all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution which refers to the Sub-Adviser by name prior to the use thereof. The Adviser shall not use or cause any Fund to use any such materials if the Sub-Adviser reasonably objects to such use. This paragraph shall survive the termination of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the date first written above.

 

Nuveen Fund Advisors, LLC

By:

 

 

Name:

 

 

Title:

 

 

Nuveen Asset Management, LLC

By:

 

 

Name:

 

 

Title:

 

 

 

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APPENDIX A

 

Funds

  

% Allocation of
Management Fee (net
of applicable
breakpoints, waivers
and reimbursements

 

L-9


 

 

LOGO

 

Nuveen Investments

333 West Wacker Drive

Chicago, IL 60606-1286

(800) 257-8787

 

www.nuveen.com    NAZ0814


LOGO   NUVEEN FUNDS   PROXY
  THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND  
  FOR THE ANNUAL MEETING OF SHAREHOLDERS, AUGUST 5, 2014  

COMMON SHARES

The Annual Meeting of Shareholders will be held Tuesday, August 5, 2014 at 10:00 a.m. Central time, in the offices of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, 60606. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Gifford R. Zimmerman, Kevin J. McCarthy and Kathleen Prudhomme, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Annual Meeting of Shareholders to be held on Tuesday, August 5, 2014, or any adjournment(s), postponement(s) or delay(s) thereof.

WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE AT 1-800-337-3503 OR OVER THE INTERNET (www.proxy-direct.com).

 

VOTE VIA THE INTERNET: www.proxy-direct.com

VOTE BY TELEPHONE: 1-800-337-3503

 

 
   
         

    

 

NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF SHARES ARE HELD JOINTLY, EACH HOLDER MUST SIGN THE PROXY. IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY.

 

 

 
Signature  

 

 

LOGO

Signature      

     

 
Date     NUV_25748_060914-BK5  
     
     
     
     
     
     

 

FUNDS

 

FUNDS

    
Nuveen Arizona Premium Income Municipal Fund   Nuveen California Municipal Value Fund, Inc.   Nuveen Texas Quality Income Municipal Fund
Nuveen Michigan Quality Income Municipal Fund   Nuveen Ohio Quality Income Municipal Fund   Nuveen California Dividend Advantage Muni Fund 2
Nuveen California Dividend Advantage Muni Fund 3   Nuveen California Municipal Value Fund 2   Nuveen California Select Tax-Free Income Portfolio
Nuveen New York Select Tax-Free Income Portfolio   Nuveen Pennsylvania Investment Quality Muni Fund   Nuveen New Jersey Municipal Value Fund
Nuveen Pennsylvania Municipal Value Fund   Nuveen New York Municipal Value Fund, Inc.   Nuveen New York AMT-Free Municipal Income Fund
Nuveen New York Municipal Value Fund 2    

 

 

VOTING OPTIONS

Read your proxy statement and have it at hand when voting.

LOGO


THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS.

In their discretion, the proxy holders are authorized to vote upon such other matters as may properly come before the meeting or any adjournment thereof.

Properly executed proxies will be voted as specified. If no other specification is made, such shares will be voted “FOR” each proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: n

 

1.     To approve a new investment management agreement between the Fund and Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors”), the Fund’s investment adviser.

   

FOR

  AGAINST   ABSTAIN         FOR
  AGAINST
  ABSTAIN  
01   Nuveen Arizona Premium Income Municipal Fund   ¨   ¨   ¨                       02   Nuveen California Municipal Value Fund, Inc.   ¨   ¨   ¨                    
03   Nuveen Texas Quality Income Municipal Fund   ¨   ¨   ¨                       04   Nuveen Michigan Quality Income Municipal Fund   ¨   ¨   ¨                    
05   Nuveen Ohio Quality Income Municipal Fund   ¨   ¨   ¨                       06   Nuveen California Dividend Advantage Muni Fund 2   ¨   ¨   ¨                    
07   Nuveen California Dividend Advantage Muni Fund 3   ¨   ¨   ¨                       08   Nuveen California Municipal Value Fund 2   ¨   ¨   ¨                    
09   Nuveen California Select Tax-Free Income Portfolio   ¨   ¨   ¨                       10   Nuveen New York Select Tax-Free Income Portfolio   ¨   ¨   ¨                    
11   Nuveen Pennsylvania Investment Quality Muni Fund   ¨   ¨   ¨                       12   Nuveen New Jersey Municipal Value Fund   ¨   ¨   ¨                    
13   Nuveen Pennsylvania Municipal Value Fund   ¨   ¨   ¨                       14   Nuveen New York Municipal Value Fund, Inc.   ¨   ¨   ¨                    
15   Nuveen New York AMT-Free Municipal Income Fund   ¨   ¨   ¨                       16   Nuveen New York Municipal Value Fund 2   ¨   ¨   ¨                    

2.     To approve a new sub-advisory agreement between Nuveen Fund Advisors and Nuveen Asset Management, LLC.

   

FOR

  AGAINST   ABSTAIN         FOR
  AGAINST
  ABSTAIN  
01   Nuveen Arizona Premium Income Municipal Fund   ¨   ¨   ¨                       02   Nuveen California Municipal Value Fund, Inc.   ¨   ¨   ¨                    
03   Nuveen Texas Quality Income Municipal Fund   ¨   ¨   ¨                       04   Nuveen Michigan Quality Income Municipal Fund   ¨   ¨   ¨                    
05   Nuveen Ohio Quality Income Municipal Fund   ¨   ¨   ¨                       06   Nuveen California Dividend Advantage Muni Fund 2   ¨   ¨   ¨                    
07   Nuveen California Dividend Advantage Muni Fund 3   ¨   ¨   ¨                       08