Nuveen Select Maturities Fund

 

 

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.    )

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¨   Preliminary Proxy Statement.
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¨   Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

Nuveen Select Maturities Municipal Fund (NIM)
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Notice of Annual Meeting

of Shareholders

June 30, 2015

  

333 West Wacker Drive

Chicago, Illinois 60606

(800) 257-8787

 

August 5, 2015

Nuveen AMT-Free Municipal Income Fund (NEA)

Nuveen AMT-Free Municipal Value Fund (NUW)

Nuveen Build America Bond Fund (NBB)

Nuveen Build America Bond Opportunity Fund (NBD)

Nuveen California Select Tax-Free Income Portfolio (NXC)

Nuveen Dividend Advantage Municipal Fund (NAD)

Nuveen Dividend Advantage Municipal Fund 2 (NXZ)

Nuveen Dividend Advantage Municipal Fund 3 (NZF)

Nuveen Dividend Advantage Municipal Income Fund (NVG)

Nuveen Dow 30SM Dynamic Overwrite Fund (DIAX)

Nuveen Enhanced Municipal Value Fund (NEV)

Nuveen Global High Income Fund (JGH)

Nuveen Investment Quality Municipal Fund, Inc. (NQM)

Nuveen Municipal Advantage Fund, Inc. (NMA)

Nuveen Municipal High Income Opportunity Fund (NMZ)

Nuveen Municipal Income Fund, Inc. (NMI)

Nuveen Municipal Market Opportunity Fund, Inc. (NMO)

Nuveen Municipal Opportunity Fund, Inc. (NIO)

Nuveen Municipal Value Fund, Inc. (NUV)

Nuveen NASDAQ 100 Dynamic Overwrite Fund (QQQX)

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

Nuveen Performance Plus Municipal Fund, Inc. (NPP)

Nuveen Premier Municipal Income Fund, Inc. (NPF)

Nuveen Premium Income Municipal Fund, Inc. (NPI)

Nuveen Premium Income Municipal Fund 2, Inc. (NPM)

Nuveen Premium Income Municipal Fund 4, Inc. (NPT)

Nuveen Quality Income Municipal Fund, Inc. (NQU)

Nuveen Quality Municipal Fund, Inc. (NQI)

Nuveen Select Maturities Municipal Fund (NIM)

Nuveen Select Quality Municipal Fund, Inc. (NQS)

Nuveen Select Tax-Free Income Portfolio (NXP)

Nuveen Select Tax-Free Income Portfolio 2 (NXQ)

Nuveen Select Tax-Free Income Portfolio 3 (NXR)


To the Shareholders of the Above Funds:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen AMT-Free Municipal Income Fund (“AMT-Free Income”), Nuveen AMT-Free Municipal Value Fund (“AMT-Free Value”), Nuveen Build America Bond Fund (“Build America”), Nuveen Build America Bond Opportunity Fund (“Build America Opportunity”), Nuveen California Select Tax-Free Income Portfolio (“California Select”), Nuveen Dividend Advantage Municipal Fund (“Dividend Advantage”), Nuveen Dividend Advantage Municipal Fund 2 (“Dividend Advantage 2”), Nuveen Dividend Advantage Municipal Fund 3 (“Dividend Advantage 3”), Nuveen Dividend Advantage Municipal Income Fund (“Dividend Advantage Municipal”), Nuveen Dow 30SM Dynamic Overwrite Fund (“Dow Dynamic Overwrite”), Nuveen Enhanced Municipal Value Fund (“Enhanced Value”), Nuveen Global High Income Fund (“Global High Income”), Nuveen Municipal High Income Opportunity Fund (“Municipal High Income”), Nuveen NASDAQ 100 Dynamic Overwrite Fund (“NASDAQ Dynamic Overwrite”), Nuveen New York Select Tax-Free Income Portfolio (“New York Select”), Nuveen Select Maturities Municipal Fund (“Select Maturities”), Nuveen Select Tax-Free Income Portfolio (“Select Tax-Free”), Nuveen Select Tax-Free Income Portfolio 2 (“Select Tax-Free 2”) and Nuveen Select Tax-Free Income Portfolio 3 (“Select Tax-Free 3”), each a Massachusetts business trust (each, a “Massachusetts Fund” and collectively, the “Massachusetts Funds”), and Nuveen Investment Quality Municipal Fund, Inc. (“Investment Quality”), Nuveen Municipal Advantage Fund, Inc. (“Municipal Advantage”), Nuveen Municipal Income Fund, Inc. (“Municipal Income”), Nuveen Municipal Market Opportunity Fund, Inc. (“Municipal Market Opportunity”), Nuveen Municipal Opportunity Fund, Inc. (“Municipal Opportunity”), Nuveen Municipal Value Fund, Inc. (“Municipal Value”), Nuveen Performance Plus Municipal Fund, Inc. (“Performance Plus”), Nuveen Premier Municipal Income Fund, Inc. (“Premier Income”), Nuveen Premium Income Municipal Fund, Inc. (“Premium Income”), Nuveen Premium Income Municipal Fund 2, Inc. (“Premium Income 2”), Nuveen Premium Income Municipal Fund 4, Inc. (“Premium Income 4”), Nuveen Quality Income Municipal Fund, Inc. (“Quality Income”), Nuveen Quality Municipal Fund, Inc. (“Quality Municipal”) and Nuveen Select Quality Municipal Fund, Inc. (“Select Quality”), each a Minnesota corporation (each, a “Minnesota Fund” and collectively, the “Minnesota Funds”) (the Massachusetts Funds and Minnesota Funds are each a “Fund” and collectively, the “Funds”), will be held in the offices of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois, on Wednesday, August 5, 2015, at 11:00 a.m., Central time (for each Fund, an “Annual Meeting” and collectively, the “Annual Meetings”), for the following purposes and to transact such other business, if any, as may properly come before the Annual Meeting.

Matters to Be Voted on by Shareholders:

 

1. To elect Members to the Board of Directors/Trustees (each a “Board” and each Director or Trustee a “Board Member”) of each Fund as outlined below:

 

  a. For each Minnesota Fund (except Municipal Income and Municipal Value), to elect eleven (11) Board Members.

 

  i) nine (9) 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.

 

  b. For Municipal Income, to elect three (3) Class II Board Members.


  c. For Municipal Value and each Massachusetts Fund (except AMT-Free Income, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Dividend Advantage Municipal and Municipal High Income), to elect three (3) Class III Board Members.

 

  d. For AMT-Free Income, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Dividend Advantage Municipal and Municipal High Income, to elect four (4) Board Members.

 

  i) two (2) Class III 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.

 

2. To transact such other business as may properly come before the Annual Meeting.

Shareholders of record at the close of business on June 8, 2015 are entitled to notice of and to vote at the Annual Meeting.

All shareholders are cordially invited to attend the Annual 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 Annual 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 Annual 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 Annual 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 Annual Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the Annual Meeting.

Kevin J. McCarthy

Vice President and Secretary


Joint Proxy Statement   

333 West Wacker Drive

Chicago, Illinois 60606

(800) 257-8787

August 5, 2015

This Joint Proxy Statement is first being mailed to shareholders on or about July 2, 2015.

Nuveen AMT-Free Municipal Income Fund (NEA)

Nuveen AMT-Free Municipal Value Fund (NUW)

Nuveen Build America Bond Fund (NBB)

Nuveen Build America Bond Opportunity Fund (NBD)

Nuveen California Select Tax-Free Income Portfolio (NXC)

Nuveen Dividend Advantage Municipal Fund (NAD)

Nuveen Dividend Advantage Municipal Fund 2 (NXZ)

Nuveen Dividend Advantage Municipal Fund 3 (NZF)

Nuveen Dividend Advantage Municipal Income Fund (NVG)

Nuveen Dow 30SM Dynamic Overwrite Fund (DIAX)

Nuveen Enhanced Municipal Value Fund (NEV)

Nuveen Global High Income Fund (JGH)

Nuveen Investment Quality Municipal Fund, Inc. (NQM)

Nuveen Municipal Advantage Fund, Inc. (NMA)

Nuveen Municipal High Income Opportunity Fund (NMZ)

Nuveen Municipal Income Fund, Inc. (NMI)

Nuveen Municipal Market Opportunity Fund, Inc. (NMO)

Nuveen Municipal Opportunity Fund, Inc. (NIO)

Nuveen Municipal Value Fund, Inc. (NUV)

Nuveen NASDAQ 100 Dynamic Overwrite Fund (QQQX)

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

Nuveen Performance Plus Municipal Fund, Inc. (NPP)

Nuveen Premier Municipal Income Fund, Inc. (NPF)

Nuveen Premium Income Municipal Fund, Inc. (NPI)

Nuveen Premium Income Municipal Fund 2, Inc. (NPM)

Nuveen Premium Income Municipal Fund 4, Inc. (NPT)

Nuveen Quality Income Municipal Fund, Inc. (NQU)

Nuveen Quality Municipal Fund, Inc. (NQI)

Nuveen Select Maturities Municipal Fund (NIM)

Nuveen Select Quality Municipal Fund, Inc. (NQS)

Nuveen Select Tax-Free Income Portfolio (NXP)

Nuveen Select Tax-Free Income Portfolio 2 (NXQ)

Nuveen Select Tax-Free Income Portfolio 3 (NXR)

 

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General Information

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 AMT-Free Municipal Income Fund (“AMT-Free Income”), Nuveen AMT-Free Municipal Value Fund (“AMT-Free Value”), Nuveen Build America Bond Fund (“Build America”), Nuveen Build America Bond Opportunity Fund (“Build America Opportunity”), Nuveen California Select Tax-Free Income Portfolio (“California Select”), Nuveen Dividend Advantage Municipal Fund (“Dividend Advantage”), Nuveen Dividend Advantage Municipal Fund 2 (“Dividend Advantage 2”), Nuveen Dividend Advantage Municipal Fund 3 (“Dividend Advantage 3”), Nuveen Dividend Advantage Municipal Income Fund (“Dividend Advantage Municipal”), Nuveen Dow 30SM Dynamic Overwrite Fund (“Dow Dynamic Overwrite”), Nuveen Enhanced Municipal Value Fund (“Enhanced Value”), Nuveen Global High Income Fund (“Global High Income”), Nuveen Municipal High Income Opportunity Fund (“Municipal High Income”), Nuveen NASDAQ 100 Dynamic Overwrite Fund (“NASDAQ Dynamic Overwrite”), Nuveen New York Select Tax-Free Income Portfolio (“New York Select”), Nuveen Select Maturities Municipal Fund (“Select Maturities”), Nuveen Select Tax-Free Income Portfolio (“Select Tax-Free”), Nuveen Select Tax-Free Income Portfolio 2 (“Select Tax-Free 2”) and Nuveen Select Tax-Free Income Portfolio 3 (“Select Tax-Free 3”), each a Massachusetts business trust (each, a “Massachusetts Fund” and collectively, the “Massachusetts Funds”), and Nuveen Investment Quality Municipal Fund, Inc. (“Investment Quality”), Nuveen Municipal Advantage Fund, Inc. (“Municipal Advantage”), Nuveen Municipal Income Fund, Inc. (“Municipal Income”), Nuveen Municipal Market Opportunity Fund, Inc. (“Municipal Market Opportunity”), Nuveen Municipal Opportunity Fund, Inc. (“Municipal Opportunity”), Nuveen Municipal Value Fund, Inc. (“Municipal Value”), Nuveen Performance Plus Municipal Fund, Inc. (“Performance Plus”), Nuveen Premier Municipal Income Fund, Inc. (“Premier Income”), Nuveen Premium Income Municipal Fund, Inc. (“Premium Income”), Nuveen Premium Income Municipal Fund 2, Inc. (“Premium Income 2”), Nuveen Premium Income Municipal Fund 4, Inc. (“Premium Income 4”), Nuveen Quality Income Municipal Fund, Inc. (“Quality Income”), Nuveen Quality Municipal Fund, Inc. (“Quality Municipal”) and Nuveen Select Quality Municipal Fund, Inc. (“Select Quality”), each a Minnesota corporation (each, a “Minnesota Fund” and collectively, the “Minnesota Funds”) (the Massachusetts Funds and Minnesota Funds are each a “Fund” and collectively, the “Funds”), of proxies to be voted at the Annual Meeting of Shareholders to be held in the offices of Nuveen Investments, Inc. (“Nuveen” or “Nuveen Investments”), 333 West Wacker Drive, Chicago, Illinois, on Wednesday, August 5, 2015 at 11:00 a.m., Central time (for each Fund, an “Annual Meeting” and collectively, the “Annual Meetings”), and at any and all adjournments thereof.

On the matters coming before each Annual Meeting as to which a choice has been specified by shareholders on the proxy, the shares will be voted accordingly. If a properly executed proxy is returned and no choice is specified, the shares will be voted FOR the election of the nominees as listed in this Joint Proxy Statement. Shareholders of a Fund who execute proxies may revoke them at any time before they are voted by filing with that Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. A prior proxy can also be revoked by voting again through the toll-free number or the Internet address listed in the proxy card. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.

 

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The Board of each Fund has determined that the use of this Joint Proxy Statement for each Annual Meeting is in the best interest of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders.

The following table indicates which shareholders are solicited with respect to each matter:

 

Matter        Common Shares   Preferred  Shares(1)

1(a)(i)

  For each Minnesota Fund (except Municipal Income and Municipal Value), election of nine (9) Board Members by all shareholders.   X   X

1(a)(ii)

  For each Minnesota Fund (except Municipal Income and Municipal Value), election of two (2) Board Members by holders of Preferred Shares only.       X

1(b)

  For Municipal Income, election of three (3) Class II Board Members by all shareholders.   X   N/A

1(c)

  For Municipal Value and each Massachusetts Fund (except AMT-Free Income, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Dividend Advantage Municipal and Municipal High Income), election of three (3) Class III Board Members by all shareholders.   X   N/A

1(d)(i)

  For AMT-Free Income, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Dividend Advantage Municipal and Municipal High Income, election of two (2) Class III Board Members by all shareholders.   X   X

1(d)(ii)

  For AMT-Free Income, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Dividend Advantage Municipal and Municipal High Income, election of two (2) Board Members by holders of Preferred Shares only.       X

 

(1) Variable Rate MuniFund Term Preferred Shares (“VMTP Shares”) for AMT-Free Income, Dividend Advantage, Dividend Advantage 3, Investment Quality, Municipal High Income, Performance Plus, Premium Income and Quality Municipal; Institutional MuniFund Term Preferred Shares (“iMTP Shares”) for Dividend Advantage 3; and Variable Rate Demand Preferred Shares (“VRDP Shares”) for AMT-Free Income, Dividend Advantage 2, Dividend Advantage Municipal, Investment Quality, Municipal Advantage, Municipal Market Opportunity, Municipal Opportunity, Premier Income, Premium Income 2, Premium Income 4, Quality Income and Select Quality are collectively referred to herein as “Preferred Shares.”

A quorum of shareholders is required to take action at each Annual Meeting. A majority of the shares entitled to vote at each Annual Meeting, represented in person or by proxy, will constitute a quorum of shareholders at that Annual Meeting, except that for the election of the two Board Member nominees by holders of Preferred Shares (for AMT-Free Income, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Dividend Advantage Municipal, Investment Quality, Municipal Advantage, Municipal High Income, Municipal Market Opportunity, Municipal Opportunity, Performance Plus, Premier Income, Premium Income, Premium Income 2, Premium Income 4, Quality Income, Quality Municipal and Select Quality), 33 1/3% of

 

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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 Annual Meeting will be tabulated by the inspectors of election appointed for that Annual Meeting. The inspectors of election will determine whether or not a quorum is present at the Annual Meeting. The inspectors of election will treat abstentions and “broker non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum.

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 Annual Meeting, or, if adjourned, one business day before the day to which the Annual Meeting is adjourned, and that would otherwise be treated as “broker non-votes” may, pursuant to Rule 452 of the New York Stock Exchange (“NYSE”), 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 VRDP 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 NYSE may be subject to other rules, which may or may not permit them to vote your shares without instruction. We urge you to provide instructions to your broker or nominee so that your votes may be counted.

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

Those persons who were shareholders of record at the close of business on Monday, June 8, 2015 will be entitled to one vote for each share held and a proportionate fractional vote for each fractional vote held. As of June 8, 2015, the shares of the Funds were issued and outstanding as follows:

 

Fund   Ticker  Symbol(1)   Common Shares     Preferred Shares  
AMT-Free Income   NEA     78,883,061     

VMTP Series 2016

    1,510   
     

VRDP Series 1

    2,190   
               

VRDP Series 2

    1,309   
AMT-Free Value   NUW     13,333,215     

N/A

       
Build America   NBB     26,461,985     

N/A

       
Build America Opportunity   NBD     7,205,250     

N/A

       
California Select   NXC     6,278,907     

N/A

       

 

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Fund   Ticker  Symbol(1)   Common Shares     Preferred Shares  
Dividend Advantage   NAD     39,296,352     

VMTP Series 2016

    2,650   
Dividend Advantage 2   NXZ     29,478,411     

VRDP Series 2

    1,960   
Dividend Advantage 3   NZF     36,330,025     

iMTP Series 2017

    30,000   
               

VMTP Series 2017

    810   
Dividend Advantage Municipal   NVG     26,664,130     

VRDP Series 1

    1,790   
Dow Dynamic Overwrite   DIAX     36,085,350     

N/A

       
Enhanced Value   NEV     21,097,018     

N/A

       
Global High Income   JGH     24,045,093     

N/A

       
Investment Quality   NQM     41,579,383     

VMTP Series 2017

    435   
               

VRDP Series 1

    2,368   
Municipal Advantage   NMA     39,327,667     

VRDP Series 1

    2,688   
Municipal High Income   NMZ     50,084,682     

VMTP Series 2016

    510   
               

VMTP Series 2016-1

    360   
Municipal Income   NMI     8,297,071     

N/A

       
Municipal Market Opportunity   NMO     45,874,035     

VRDP Series 1

    3,509   
Municipal Opportunity   NIO     95,610,971     

VRDP Series 1

    6,672   
Municipal Value   NUV     205,627,646     

N/A

       
NASDAQ Dynamic Overwrite   QQQX     36,564,414     

N/A

       
New York Select   NXN     3,923,975     

N/A

       
Performance Plus   NPP     60,025,455     

VMTP Series 2018

    5,350   
Premier Income   NPF     19,888,518     

VRDP Series 1

    1,277   
Premium Income   NPI     64,060,043     

VMTP Series 2018

    4,070   
Premium Income 2   NPM     70,692,851     

VRDP Series 1

    4,895   
Premium Income 4   NPT     43,338,451     

VRDP Series 1

    2,622   
Quality Income   NQU     48,941,182     

VRDP Series 1

    3,854   
Quality Municipal   NQI     38,436,871     

VMTP Series 2018

    2,404   
Select Maturities   NIM     12,442,881     

N/A

       
Select Quality   NQS     35,222,129     

VRDP Series 1

    2,675   
Select Tax-Free   NXP     16,570,310     

N/A

       
Select Tax-Free 2   NXQ     17,713,727     

N/A

       
Select Tax-Free 3   NXR     13,045,560     

N/A

       

 

(1) The Common Shares of all of the Funds are listed on the NYSE, except Dividend Advantage 2, Dividend Advantage 3, Dividend Advantage Municipal and Municipal High Income, which are listed on the NYSE MKT, and NASDAQ Dynamic Overwrite, which are listed on the NASDAQ Global Select Market (“NASDAQ”).

 

1. Election of Board Members

Pursuant to the organizational documents of each Minnesota Fund, except Municipal Income and Municipal Value, under normal circumstances, holders of Preferred Shares are entitled to elect two (2) Board Members, and the remaining Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. The Board Members elected will be elected to serve until the next annual meeting or until their successors

 

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have been duly elected and qualified. Pursuant to the organizational documents of each Massachusetts Fund and Municipal Income and Municipal Value, 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 AMT-Free Income, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Dividend Advantage Municipal and Municipal High Income, each Massachusetts Fund with Preferred Shares outstanding, under normal circumstances, holders of Preferred Shares are entitled to elect two (2) Board Members. The Board Members elected by holders of Preferred Shares will be elected to serve until the next annual meeting or until their successors have been duly elected and qualified.

 

  (a) For each Minnesota Fund, except Municipal Income and Municipal Value:

 

   (i) nine (9) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Members Adams, Evans, Kundert, Nelson, Schreier, Stockdale, Stone, Stringer and Toth are nominees for election by all shareholders for a term expiring at the next annual meeting of shareholders or until their successors have been duly elected and qualified.

 

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

 

  (b) For Municipal Income: three (3) Board Members are to be elected by all shareholders. Board Members Evans, Schneider and Schreier 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 2018 or until their successors have been duly elected and qualified. Board Members Adams, Hunter, Kundert, Nelson, Stockdale, Stone, Stringer and Toth are current and continuing Board Members. Board Members Hunter, Stockdale, Stone and Stringer have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2016 or until their successors have been duly elected and qualified. Board Members Adams, Kundert, Nelson and Toth have been designated as Class I Board Members for a term expiring at the annual meeting of shareholders in 2017 or until their successors have been duly elected and qualified.

 

  (c)

For Municipal Value and each Massachusetts Fund, except AMT-Free Income, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Dividend Advantage Municipal and Municipal High Income: three (3) Board Members are to be elected by all shareholders. Board Members Evans, Schneider and Schreier have been designated as Class III Board Members and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2018 or until their successors have been duly elected and qualified. Board Members Adams, Hunter, Kundert, Nelson, Stockdale, Stone, Stringer and Toth are current and continuing Board Members. Board Members Hunter, Stockdale, Stone and Stringer have been designated as Class I Board Members for a term expiring at the annual meeting of shareholders in 2016 or until their successors have been duly elected and qualified.

 

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Board Members Adams, Kundert, Nelson and Toth have been designated as Class II Board Members for a term expiring at the annual meeting of shareholders in 2017 or until their successors have been duly elected and qualified.

 

  (d) For AMT-Free Income, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Dividend Advantage Municipal and Municipal High Income:

 

  (i) two (2) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Members Evans and Schreier have been designated as Class III Board Members and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2018 or until their successors have been duly elected and qualified. Board Members Adams, Kundert, Nelson, Stockdale, Stone, Stringer and Toth are current and continuing Board Members. Board Members Stockdale, Stone and Stringer have been designated as Class I Board Members for a term expiring at the annual meeting of shareholders in 2016 or until their successors have been duly elected and qualified. Board Members Adams, Kundert, Nelson and Toth have been designated as Class II 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, voting separately as a single class. Board Members Hunter and 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.

It is the intention of the persons named in the enclosed proxy to vote the shares represented thereby for the election of the nominees listed in the table below unless the proxy is marked otherwise. Each of the nominees has agreed to serve as a Board Member of each Fund if elected. However, should any nominee become unable 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 each Minnesota Fund, except Investment Quality, Municipal Income and Municipal Value, each Board Member was last elected to each Fund’s Board at the annual meeting of shareholders held on August 5, 2014. For Investment Quality, each Board Member was last elected to the Fund’s Board at the annual meeting of shareholders held on August 15, 2014.

For Municipal Income, Board Members Adams, Kundert, Nelson and Toth were lasted elected to the Fund’s Board as Class I Board Members at the annual meeting of shareholders held on August 5, 2014. Board Members Hunter, Stockdale, Stone and Stringer were last elected to the Fund’s Board as Class III Board Members at the annual meeting of shareholders held on August 7, 2013. Board Members Evans and Schneider were lasted elected to the Fund’s Board as Class II Board Members at the annual meeting of shareholders held on July 31, 2012.

For AMT-Free Value, Build America, Build America Opportunity, California Select, Enhanced Value, Municipal Value, New York Select, Select Maturities, Select Tax-Free, Select Tax-Free 2 and Select Tax-Free 3, Board Members Adams, Kundert, Nelson and Toth were lasted elected to each Fund’s Board as Class II Board Members at the annual meeting of shareholders held on August 5, 2014. Board Members Hunter, Stockdale, Stone and Stringer were last elected to each Fund’s Board as Class I Board Members at the annual meeting of shareholders held on August 7,

 

7


2013. Board Members Evans and Schneider were lasted elected to each Fund’s Board as Class III Board Members at the annual meeting of shareholders held on July 31, 2012.

For AMT-Free Income, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Dividend Advantage Municipal and Municipal High Income, Board Members Adams, Kundert, Nelson and Toth were lasted elected to each Fund’s Board as Class II Board Members and Board Members Hunter and Schneider were last elected to each Fund’s Board by holders of Preferred Shares at the annual meeting of shareholders held on August 5, 2014. For each Fund, except Municipal High Income, Board Members Stockdale, Stone and Stringer were lasted elected to each Fund’s Board as Class I Board Members at the annual meeting of shareholders held on August 7, 2013. For Municipal High Income, Board Members Stockdale, Stone and Stringer were lasted elected to the Fund’s Board as Class I Board Members at the annual meeting of shareholders held on May 16, 2013. For each Fund, Board Member Evans was last elected to each Fund’s Board as a Class III Board Member at the annual meeting of shareholders held on July 31, 2012.

On September 1, 2013, Mr. Schreier was appointed as a Board Member and designated as a Class II Board Member for Municipal Income and as a Class III Board Member for Municipal Value and each Massachusetts Fund.

For Dow Dynamic Overwrite, each Board Member was appointed by the initial shareholder of the Fund on December 12, 2014. For Global High Income, each Board Member was appointed by the initial shareholder of the Fund on November 21, 2014. For NASDAQ Dynamic Overwrite, each Board Member was appointed by the initial shareholder on December 12, 2014.

Other than Messrs. Adams and Schreier, all Board Member nominees are not “interested persons,” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), of the Funds or the Adviser, Nuveen Fund Advisors, LLC (“Adviser”), and have never been an employee or director of Nuveen, the Adviser’s parent company, or any affiliate. Accordingly, such Board Members are deemed “Independent Board Members.”

 

8


The Board unanimously recommends that shareholders vote FOR the election of the nominees.

Board Nominees/Board Members

 

Name, Address
and Year of Birth
  Position(s)
Held with
Fund
  Term of Office
and Length
of Time Served(1)
   Principal Occupation(s)
During Past 5 Years
  Number of
Portfolios
in Fund
Complex
Overseen
by  Board
Member
  Other
Directorships
Held by
Board
Member
During the
Past  Five
Years
Nominees/Board Members who are not “interested persons” of the Funds

William J. Schneider(2)

c/o Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

1944

  Chairman of the Board; Board Member  

Term: Annual or Class III Board Member until 2015 annual shareholder meeting(3)

 

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 of Med-America Health System, of Tech Town, Inc., a not-for-profit community development company, and of WDPR Public Radio Station; 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.   195   None

Jack B. Evans

c/o Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

1948

  Board Member  

Term: Annual or Class III Board Member until 2015 annual shareholder meeting(3)

 

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 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.   195   Director and Chairman, United Fire Group, a publicly held company; formerly, Director, Alliant Energy.

 

9


Name, Address
and Year of Birth
  Position(s)
Held with
Fund
  Term of Office
and Length
of Time Served(1)
   Principal Occupation(s)
During Past 5 Years
  Number of
Portfolios
in Fund
Complex
Overseen
by  Board
Member
  Other
Directorships
Held by
Board
Member
During the
Past  Five
Years

William C. Hunter

c/o Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

1948

  Board Member  

Term: Annual or Class I Board Member until 2016 annual shareholder meeting(3)

 

Length of Service: Since 2004

   Dean Emeritus, formerly, Dean (2006-2012), Tippie College of Business, University of Iowa; Director (since 2005) and President (since July 2012), Beta Gamma Sigma, Inc., The International Business 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).   195   Director (since 2004) of Xerox Corporation.

 

10


Name, Address
and Year of Birth
  Position(s)
Held with
Fund
  Term of Office
and Length
of Time Served(1)
   Principal Occupation(s)
During Past 5 Years
  Number of
Portfolios
in Fund
Complex
Overseen
by  Board
Member
  Other
Directorships
Held by
Board
Member
During the
Past  Five
Years

David J. Kundert

c/o Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

1942

  Board Member  

Term: Class II Board Member until 2017 annual shareholder meeting(3)

 

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, Bank 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 and Chair of Investment Committee, Greater Milwaukee Foundation; Member of the Board of Directors (Milwaukee), College Possible.   195   None

 

11


Name, Address
and Year of Birth
  Position(s)
Held with
Fund
  Term of Office
and Length
of Time Served(1)
   Principal Occupation(s)
During Past 5 Years
  Number of
Portfolios
in Fund
Complex
Overseen
by  Board
Member
  Other
Directorships
Held by
Board
Member
During the
Past  Five
Years

John K. Nelson

c/o Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

1962

  Board Member  

Term: Class II Board Member until 2017 annual shareholder meeting(3)

 

Length of Service: Since 2013

   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); formerly, senior external advisor to the financial services practice of Deloitte Consulting LLP (2012-2014); 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; formerly, Chair of the Board of Trustees of Marian University (2011-2014).   195   None

 

12


Name, Address
and Year of Birth
  Position(s)
Held with
Fund
  Term of Office
and Length
of Time Served(1)
   Principal Occupation(s)
During Past 5 Years
  Number of
Portfolios
in Fund
Complex
Overseen
by  Board
Member
  Other
Directorships
Held by
Board
Member
During the
Past  Five
Years

Judith M. Stockdale

c/o Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

1947

  Board Member  

Term: Class I Board Member until 2016 annual shareholder meeting(3)

 

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).   195   None

Carole E. Stone

c/o Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

1947

  Board Member  

Term: Class I Board Member until 2016 annual shareholder meeting(3)

 

Length of Service: Since 2007

   Director, Chicago Board Options Exchange, Inc. (since 2006); Director, C2 Options Exchange, Incorporated (since 2009); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010).   195  

Director,

CBOE Holdings, Inc. (since 2010).

Virginia L. Stringer

c/o Nuveen Investments, Inc. 333 West Wacker Drive

Chicago, IL 60606

1944

  Board Member  

Term: Class I Board Member until 2016 annual shareholder meeting(3)

 

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.   195   Previously, Independent Director (1987-2010) and Chair (1997-2010), First American Fund Complex.

 

13


Name, Address
and Year of Birth
  Position(s)
Held with
Fund
  Term of Office
and Length
of Time Served(1)
   Principal Occupation(s)
During Past 5 Years
  Number of
Portfolios
in Fund
Complex
Overseen
by  Board
Member
  Other
Directorships
Held by
Board
Member
During the
Past  Five
Years

Terence J. Toth(4)

c/o Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

1959

  Board Member  

Term: Class II Board Member until 2017 annual shareholder meeting(3)

 

Length of Service: Since 2008

   Managing Partner, Promus Capital (since 2008); Director, 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).   195   None

 

14


Name, Address
and Year of Birth
  Position(s)
Held with
Fund
  Term of Office
and Length
of Time Served(1)
   Principal Occupation(s)
During Past 5 Years
  Number of
Portfolios
in Fund
Complex
Overseen
by  Board
Member
  Other
Directorships
Held by
Board
Member
During the
Past  Five
Years
Nominees/Board Members who are “interested persons” of the Funds

William Adams IV(5)

c/o Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

1955

  Board Member  

Term: Class II Board Member until 2017 annual shareholder meeting(3)

 

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.; Executive Vice President of Nuveen Securities, LLC; 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.   195   None

Thomas S. Schreier, Jr.(5)

c/o Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

1962

  Board Member  

Term: Class III Board Member until 2015 annual shareholder meeting(3)

 

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).   195   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.

 

15


(3) For Municipal Value and each Massachusetts Fund, except AMT-Free Income, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Dividend Advantage Municipal and Municipal High Income, Board Member Hunter serves as a Class I Board Member and Board Member Schneider serves as a Class III Board Member. For Municipal Income, Board Members Adams, Kundert, Nelson and Toth serve as Class I Board Members; Board Members Evans, Schreier and Schneider serve as Class II Board Members; and Board Members Hunter, Stockdale, Stone and Stringer serve as Class III Board Members.
(4) 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 affiliate of the Adviser, 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.
(5) Each of Messrs. Adams and Schreier is an “interested person” as defined in the 1940 Act by reason of his respective position(s) with Nuveen Investments, Inc. and/or certain of its subsidiaries.

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 fund 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, 2014 is set forth in Appendix A. The number of shares of each Fund beneficially owned by each Board Member and by the Board Members and officers of the Funds as a group as of December 31, 2014 is also set forth in Appendix A. On December 31, 2014, Board Members and executive officers as a group beneficially owned approximately 2,080,000 million shares of all funds managed by the Adviser (including shares held by the Board Members through the Deferred Compensation Plan for Independent Board Members and by executive officers in Nuveen’s 401(k)/profit sharing plan). As of June 8, 2015, each Board Member’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of the Fund. As of June 8, 2015, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund. As of June 8, 2015, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as provided in Appendix B.

Compensation

Prior to January 1, 2015, each Independent Board Member received 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 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 $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 where in-person attendance was not required, provided that no fees were received for

 

16


meetings held on days on which regularly scheduled Board meetings were 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 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. 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 annual retainers. Independent Board Members also received 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 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, 2015, each Independent Board Member receives a $160,000 annual retainer plus: (a) a fee of $5,250 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

 

17


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 organized, the Nominating and Governance Committee will at the time of formation determine compensation to be paid to the members of such committee; 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.

 

18


The table below shows, for each Independent Board Member, the aggregate compensation paid by each Fund to each Board Member nominee for its last fiscal year.

 

Aggregate Compensation from the Funds(1)  
Fund Name    Jack B.
Evans
     William C.
Hunter
     David J.
Kundert
     John K.
Nelson
     William J.
Schneider
     Judith M.
Stockdale
     Carole E.
Stone
     Virginia L.
Stringer
     Terence J.
Toth
 

AMT-Free Income

   $     4,557       $     4,122       $     4,415       $     3,994       $     5,275       $     4,407       $     4,394       $     3,979       $     4,574   

AMT-Free Value

     605         548         559         531         680         580         579         529         605   

Build America

     1,929         1,640         1,791         1,627         1,988         1,700         1,744         1,576         1,845   

Build America Opportunity

     511         436         455         432         527         454         478         419         494   

California Select

     266         227         247         224         274         234         240         217         254   

Dividend Advantage

     2,379         2,152         2,305         2,086         2,755         2,302         2,295         2,078         2,388   

Dividend Advantage 2

     1,792         1,621         1,736         1,570         2,052         1,713         1,728         1,564         1,798   

Dividend Advantage 3

     3,681         3,451         3,669         3,385         4,033         3,637         3,605         3,377         3,700   

Dividend Advantage Municipal

     2,858         2,680         2,848         2,628         3,342         2,979         2,799         2,622         2,873   

Dow Dynamic Overwrite

     1,790         1,654         1,742         1,609         2,011         1,712         1,681         1,603         1,775   

Enhanced Value

     864         780         835         755         989         824         832         752         866   

Global High Income

     2,171         2,008         2,127         1,950         2,456         2,078         2,034         1,943         2,160   

Investment Quality

     2,209         1,998         2,140         1,936         2,530         2,112         2,130         1,929         2,217   

Municipal Advantage

     2,826         2,576         2,754         2,502         3,206         2,742         2,734         2,494         2,837   

Municipal High Income

     2,064         1,866         1,997         1,807         2,360         1,971         1,989         1,801         2,070   

Municipal Income

     253         229         234         222         285         243         242         221         253   

Municipal Market Opportunity

     2,824         2,554         2,736         2,475         3,234         2,700         2,723         2,465         2,834   

Municipal Opportunity

     5,878         5,317         5,695         5,152         6,732         5,620         5,669         5,133         5,900   

Municipal Value

     5,609         5,068         5,429         4,909         6,433         5,360         5,406         4,890         5,630   

NASDAQ Dynamic Overwrite

     2,181         1,991         2,134         1,936         2,422         2,053         1,989         1,929         2,128   

New York Select

     156         133         145         132         161         138         141         127         150   

Performance Plus

     4,096         3,704         3,967         3,590         4,690         3,915         3,949         3,576         4,110   

Premier Income

     1,169         1,057         1,133         1,025         1,339         1,118         1,127         1,021         1,173   

 

19


Aggregate Compensation from the Funds(1)  
Fund Name    Jack B.
Evans
     William C.
Hunter
     David J.
Kundert
     John K.
Nelson
     William J.
Schneider
     Judith M.
Stockdale
     Carole E.
Stone
     Virginia L.
Stringer
     Terence J.
Toth
 

Premium Income

   $ 3,746       $ 3,388       $ 3,629       $ 3,283       $ 4,290       $ 3,581       $ 3,612       $ 3,271       $ 3,760   

Premium Income 2

     4,315         3,903         4,181         3,782         4,942         4,126         4,162         3,768         4,331   

Premium Income 4

     2,377         2,150         2,303         2,083         2,722         2,272         2,292         2,075         2,386   

Quality Income

     3,730         3,400         3,636         3,304         4,233         3,620         3,609         3,292         3,745   

Quality Municipal

     2,216         2,004         2,146         1,942         2,537         2,118         2,136         1,934         2,224   

Select Maturities

     365         312         324         307         376         324         341         298         352   

Select Quality

     2,214         2,002         2,144         1,940         2,535         2,116         2,135         1,933         2,222   

Select Tax-Free

     687         585         636         578         708         604         620         559         656   

Select Tax-Free 2

     704         600         652         592         725         619         635         573         673   

Select Tax-Free 3

     542         462         502         456         559         477         490         442         518   

Total Compensation from Nuveen Funds Paid to Board Members/Nominees

   $ 316,080       $ 286,000       $ 305,850       $ 275,500       $ 353,138       $ 299,890       $ 287,819       $ 279,500       $ 313,964   

 

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

 

Fund Name    Jack B.
Evans
     William C.
Hunter
     David J.
Kundert
     John K.
Nelson
     William J.
Schneider
     Judith M.
Stockdale
     Carole E.
Stone
     Virginia L.
Stringer
     Terence J.
Toth
 

AMT-Free Income

   $ 562       $       $ 4,415       $       $ 5,275       $ 978       $ 2,219       $       $ 2,022   

Build America

     196                 1,791                 1,988         503         844                 916   

California Select

     27                 247                 274         69         116                 126   

Dividend Advantage

     294                 2,305                 2,755         510         1,159                 1,056   

Dividend Advantage 2

     221                 1,736                 2,052         384         872                 795   

Dividend Advantage 3

     427                 3,669                 4,033         925         1,820                 1,721   

Dividend Advantage Municipal

     331                 2,848                 3,342         736         1,413                 1,337   

Dow Dynamic Overwrite

     140                 1,172                 1,330         253         518                 511   

 

20


Fund Name    Jack B.
Evans
     William C.
Hunter
     David J.
Kundert
     John K.
Nelson
     William J.
Schneider
     Judith M.
Stockdale
     Carole E.
Stone
     Virginia L.
Stringer
     Terence J.
Toth
 

Enhanced Value

   $ 106       $       $ 835       $       $ 989       $ 186       $ 420       $       $ 383   

Global High Income

     196                 1,627                 1,856         345         720                 707   

Investment Quality

     273                 2,140                 2,530         473         1,076                 980   

Municipal Advantage

     344                 2,754                 3,206         635         1,380                 1,268   

Municipal High Income

     254                 1,997                 2,360         444         1,004                 917   

Municipal Market Opportunity

     348                 2,736                 3,234         606         1,375                 1,253   

Municipal Opportunity

     726                 5,695                 6,732         1,260         2,862                 2,607   

Municipal Value

     694                 5,429                 6,433         1,197         2,729                 2,485   

NASDAQ Dynamic Overwrite

     261                 2,134                 2,422         459         944                 930   

New York Select

     16                 145                 161         41         68                 74   

Performance Plus

     505                 3,967                 4,690         879         1,994                 1,817   

Premier Income

     144                 1,133                 1,339         251         569                 519   

Premium Income

     462                 3,629                 4,290         804         1,824                 1,662   

Premium Income 2

     533                 4,181                 4,942         925         2,101                 1,914   

Premium Income 4

     293                 2,303                 2,722         510         1,157                 1,055   

Quality Income

     454                 3,636                 4,233         838         1,822                 1,674   

Quality Municipal

     274                 2,146                 2,537         475         1,079                 983   

Select Quality

     273                 2,144                 2,535         475         1,078                 983   

Select Tax-Free

     70                 636                 708         179         300                 326   

Select Tax-Free 2

     71                 652                 725         183         307                 334   

Select Tax-Free 3

     55                 502                 559         141         237                 257   

 

21


Board Leadership Structure and Risk Oversight

The Board of each Fund oversees the operations and management of the Fund, including the duties performed for the Fund by the Adviser. 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.

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

 

22


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 C.

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 William C. Hunter, Chair, Jack B. Evans, 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 C.

Audit Committee. The Board has an Audit Committee, in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (“1934 Act”), that is composed of Independent Board Members who are also “independent” as that term is defined in the listing standards pertaining to closed-end funds of the NYSE, NYSE MKT or NASDAQ, 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, NYSE

 

23


MKT or NASDAQ, 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, David J. Kundert, John K. Nelson, 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 C.

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

In addition, the Compliance Committee is responsible for risk oversight, including, but not limited to, the oversight of 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 Virginia L. Stringer, Chair, William C. Hunter, John K. Nelson and Judith M. Stockdale. The number of Compliance Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

 

24


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 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, NYSE MKT or NASDAQ listing standards, as

 

25


applicable. Accordingly, the members of the Nominating and Governance Committee are William J. Schneider, Chair, 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 C.

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, William Adams IV, 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 C.

Board Member Attendance. The number of regular quarterly meetings and special meetings held by the Board of each Fund during the Fund’s last fiscal year is shown in Appendix C. During the last fiscal year, each Board Member attended 75% or more of each Fund’s Board meetings and the committee meetings (if a member thereof) held during the period for which such Board Member was a Board Member. The policy of the Board relating to attendance by Board Members at annual meetings of shareholders of the Funds and the number of Board Members who attended the last annual meeting of shareholders of each Fund is posted on the Funds’ website at 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 Securities and Exchange Commission (“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.

 

26


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.

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 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, and as President and CEO of Banc One Investment Advisors Corporation, and as President of One

 

27


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 retired in 2013 as a Director of the Northwestern Mutual Wealth Management Company. 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 he 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 currently serves on the Board of Directors of Core12 LLC (since 2008), a private firm which develops branding, marketing, and communications strategies for clients. He was formerly a senior external advisor to the financial services practice of Deloitte Consulting LLP. 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 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 is 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 corporation, of WDPR Public Radio Station and of Med-America Health System. He was formerly a Director and Past Chair of the Dayton Development Coalition as well as a former member of Community Advisory Board of the National City Bank in Dayton and 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.

 

28


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 Low country of South Carolina. She is currently a board member of the U.S. Endowment for Forestry and Communities (since 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) and the Nancy Ryerson Ranney Leadership Grants Program. She has been a member of the Boards of Brushwood Center 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 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

 

29


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 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 of 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.

Board Member Terms. For each Minnesota Fund except Municipal Income and Municipal Value, all Board Members are elected annually. For Municipal Income and Municipal Value and each Massachusetts Fund, shareholders will be asked to elect Board Members as each Board Member’s term expires, and with respect to Board Members elected by holders of Common Shares such Board Member shall be elected for a term expiring at the time of the third succeeding annual meeting of shareholders subsequent to their election or thereafter in each case when their respective successors are duly elected and qualified. These provisions could delay for up to two years the replacement of a majority of the Board.

 

30


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, Address
and Year of Birth
  Position(s)
Held
with Fund
  Term of
Office and
Length of
Time
Served(1)
  Principal Occupation(s)
During Past 5 Years(2)
  Number of
Portfolios
in Fund
Complex
Served by
Officer(2)
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); Managing Director and Assistant Secretary of Symphony Asset Management LLC (since 2003); Vice President and Assistant Secretary of NWQ Investment Management Company, LLC and Nuveen Investments Advisers Inc. (since 2002), 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.   196
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; Managing Director (since 2014) of Nuveen Fund Advisors, LLC.   89

 

31


Name, Address
and Year of Birth
  Position(s)
Held
with Fund
  Term of
Office and
Length of
Time
Served(1)
  Principal Occupation(s)
During Past 5 Years(2)
  Number of
Portfolios
in Fund
Complex
Served by
Officer(2)
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. and Nuveen Fund Advisors, LLC (since 2011); Co-Chief Executive Officer (since 2015), formerly, Executive Vice President (2013-2015), of Nuveen Securities, LLC; 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; Chartered Financial Analyst.   196
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.   196
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); Certified Public Accountant.   196

 

32


Name, Address
and Year of Birth
  Position(s)
Held
with Fund
  Term of
Office and
Length of
Time
Served(1)
  Principal Occupation(s)
During Past 5 Years(2)
  Number of
Portfolios
in Fund
Complex
Served by
Officer(2)
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), of Janus Capital Group, Inc.; Chartered Accountant Designation.   196
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. and Nuveen Securities, LLC   196
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.   196

 

33


Name, Address
and Year of Birth
  Position(s)
Held
with Fund
  Term of
Office and
Length of
Time
Served(1)
  Principal Occupation(s)
During Past 5 Years(2)
  Number of
Portfolios
in Fund
Complex
Served by
Officer(2)
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, 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.   196
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 Associate 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).   196

 

34


Name, Address
and Year of Birth
  Position(s)
Held
with Fund
  Term of
Office and
Length of
Time
Served(1)
  Principal Occupation(s)
During Past 5 Years(2)
  Number of
Portfolios
in Fund
Complex
Served by
Officer(2)
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 2013); previously, Vice President of Morgan Stanley Investment Management, Inc., Assistant Treasurer of the Morgan Stanley Funds (from 2010 to 2013).   196

 

(1) 

Length of Time Served indicates the year the individual became an officer of a fund in the Nuveen fund complex.

(2) 

Information as of June 1, 2015.

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

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

 

35


Fund’s financial statements are complete and accurate and presented in accordance with generally accepted accounting principles.

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

The current members of the Committee are:

Jack B. Evans

David J. Kundert

John K. Nelson

Carole E. Stone

Terence J. Toth

 

36


Audit and Related Fees. The following tables 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 Fees(1)      Audit Related Fees(2)      Tax Fees(3)      All Other Fees(4)  
     Fund      Fund      Adviser and
Adviser Entitles
     Fund      Adviser and
Adviser Entitles
     Fund      Adviser and
Adviser Entitles
 
      Fiscal
Year
Ended
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
 

AMT-Free Income

   $ 22,250       $ 22,500       $ 4,000       $ 0       $     0       $     0       $ 0       $ 0       $     0       $     0       $     0       $     0       $     0       $     0   

AMT-Free Value

     19,500         20,500         12,000         0         0         0         0         0         0         0         0         0         0         0   

Dividend Advantage

     22,250         22,500         0         0         0         0         0         0         0         0         0         0         0         0   

Dividend Advantage 2

     22,250         22,500         0         0         0         0         0         0         0         0         0         0         0         0   

Dividend Advantage 3

     22,250         22,500         0         0         0         0         0         0         0         0         0         0         0         0   

Dividend Advantage Municipal

     22,250         22,500         0         0         0         0         0         0         0         0         0         0         0         0   

Dow Dynamic Overwrite(5)

     29,080         33,418         0         5,000         0         0         3,250         810         0         0         0         0         0         0   

Enhanced Value

     19,500         20,500         12,000         0         0         0         0         0         0         0         0         0         0         0   

Global High Income(6)

     0         49,335         0         0         0         0         0         2,231         0         0         0         0         0         0   

Investment Quality(7)

     22,250         22,500         6,500         0         0         0         0         0         0         0         0         0         0         0   

Municipal Advantage

     22,250         22,500         0         0         0         0         0         0         0         0         0         0         0         0   

Municipal High Income

     22,250         25,500         22,000         0         0         0         0         0         0         0         0         0         0         0   

Municipal Income

     19,500         20,500         0         0         0         0         0         0         0         0         0         0         0         0   

Municipal Market Opportunity

     22,250         22,500         0         0         0         0         0         0         0         0         0         0         0         0   

Municipal Opportunity

     22,250         22,500         0         0         0         0         0         0         0         0         0         0         0         0   

Municipal Value

     19,500         20,500         17,000         0         0         0         0         0         0         0         0         0         0         0   

NASDAQ Dynamic Overwrite(8)

     27,386         32,712         0         6,000         0         0         3,250         810         0         0         0         0         0         0   

Performance Plus

     22,250         22,500         1,500         0         0         0         0         0         0         0         0         0         0         0   

Premier Income

     22,250         22,500         0         0         0         0         0         0         0         0         0         0         0         0   

Premium Income

     22,250         22,500         1,500         0         0         0         0         0         0         0         0         0         0         0   

Premium Income 2

     22,250         22,500         0         0         0         0         0         0         0         0         0         0         0         0   

Premium Income 4

     22,250         22,500         0         0         0         0         0         0         0         0         0         0         0         0   

Quality Income

     22,250         22,500         1,500         0         0         0         0         0         0         0         0         0         0         0   

 

37


     Audit Fees(1)      Audit Related Fees(2)      Tax Fees(3)      All Other Fees(4)  
     Fund      Fund      Adviser and
Adviser Entitles
     Fund      Adviser and
Adviser Entitles
     Fund      Adviser and
Adviser Entitles
 
      Fiscal
Year
Ended
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
 

Quality Municipal

   $ 22,250       $ 22,500       $ 1,500       $     0       $     0       $     0       $     0       $     0       $     0       $     0       $     0       $     0       $     0       $     0   

Select Quality

     22,250         22,500         9,500         0         0         0         0         0         0         0         0         0         0         0   

 

(1) “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements.

 

(2) “Audit Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees”. These fees include offerings related to the Fund’s Common Shares and leverage.

 

(3) “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculation performed by the principal accountant.

 

(4) “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”. These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage.

 

(5)

The Fund acquired Dow 30SM Enhanced Premium & Income Fund and Dow 30SM Premium & Dividend Income Fund and commenced operations on December 22, 2014.

 

(6) The Fund acquired Nuveen Global Income Opportunities Fund and Nuveen Diversified Currency Opportunities Fund and commenced operations on November 24, 2014.

 

(7) The Fund acquired American Municipal Income Portfolio Inc. on October 6, 2014.

 

(8) The Fund acquired Nuveen Equity Premium Advantage Fund and NASDAQ Premium Income & Growth Fund and commenced operations on December 22, 2014.

 

38


     Audit Fees(1)      Audit Related Fees(2)      Tax Fees(3)      All Other Fees(4)  
     Fund      Fund      Adviser and
Adviser Entitles
     Fund      Adviser and
Adviser Entitles
     Fund      Adviser and
Adviser Entitles
 
      Fiscal
Year
Ended
2014
     Fiscal
Year
Ended
2015
     Fiscal
Year
Ended
2014
     Fiscal
Year
Ended
2015
     Fiscal
Year
Ended
2014
     Fiscal
Year
Ended
2015
     Fiscal
Year
Ended
2014
     Fiscal
Year
Ended
2015
     Fiscal
Year
Ended
2014
     Fiscal
Year
Ended
2015
     Fiscal
Year
Ended
2014
     Fiscal
Year
Ended
2015
     Fiscal
Year
Ended
2014
     Fiscal
Year
Ended
2015
 

Build America

   $ 24,750       $ 25,500       $ 0       $     0       $     0       $     0       $     0       $     0       $     0       $     0       $     0       $     0       $     0       $     0   

Build America Opportunity

     24,750         25,500         0         0         0         0         0         0         0         0         0         0         0         0   

California Select

     21,750         22,500         0         0         0         0         0         0         0         0         0         0         0         0   

New York Select

     21,750         22,500         0         0         0         0         0         0         0         0         0         0         0         0   

Select Maturities

     18,750         19,500         0         0         0         0         0         0         0         0         0         0         0         0   

Select Tax-Free

     21,750         22,500         5,000         0         0         0         0         0         0         0         0         0         0         0   

Select Tax-Free 2

     21,750         22,500         5,000         0         0         0         0         0         0         0         0         0         0         0   

Select Tax-Free 3

     21,750         22,500         5,000         0         0         0         0         0         0         0         0         0         0         0   

 

(1) “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements.

 

(2) “Audit Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees”. These fees include offerings related to the Fund’s Common Shares and leverage.

 

(3) “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculation performed by the principal accountant.

 

(4) “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”. These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage.

 

39


      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  
      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
 

AMT-Free Income

   $ 0       $ 0       $     0       $     0       $     0       $     0       $ 0       $ 0   

AMT-Free Value

     0         0         0         0         0         0         0         0   

Dividend Advantage

     0         0         0         0         0         0         0         0   

Dividend Advantage 2

     0         0         0         0         0         0         0         0   

Dividend Advantage 3

     0         0         0         0         0         0         0         0   

Dividend Advantage Municipal

     0         0         0         0         0         0         0         0   

Dow Dynamic Overwrite

     3,250         810         0         0         0         0         3,250         810   

Enhanced Value

     0         0         0         0         0         0         0         0   

Global High Income

     0         2,231         0         0         0         0         0         2,231   

Investment Quality

     0         0         0         0         0         0         0         0   

Municipal Advantage

     0         0         0         0         0         0         0         0   

Municipal High Income

     0         0         0         0         0         0         0         0   

Municipal Income

     0         0         0         0         0         0         0         0   

Municipal Market Opportunity

     0         0         0         0         0         0         0         0   

Municipal Opportunity

     0         0         0         0         0         0         0         0   

Municipal Value

     0         0         0         0         0         0         0         0   

NASDAQ Dynamic Overwrite

     3,250         810         0         0         0         0         3,250         810   

Performance Plus

     0         0         0         0         0         0         0         0   

Premier Income

     0         0         0         0         0         0         0         0   

Premium Income

     0         0         0         0         0         0         0         0   

Premium Income 2

     0         0         0         0         0         0         0         0   

Premium Income 4

     0         0         0         0         0         0         0         0   

Quality Income

     0         0         0         0         0         0         0         0   

Quality Municipal

     0         0         0         0         0         0         0         0   

Select Quality

     0         0         0         0         0         0         0         0   

 

40


      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  
      Fiscal Year
Ended 2014
     Fiscal Year
Ended 2015
     Fiscal Year
Ended 2014
     Fiscal Year
Ended 2015
     Fiscal Year
Ended 2014
     Fiscal Year
Ended 2015
     Fiscal Year
Ended 2014
     Fiscal Year
Ended 2015
 

Build America

   $     0       $     0       $     0       $     0       $     0       $     0       $     0       $     0   

Build America Opportunity

     0         0         0         0         0         0         0         0   

California Select

     0         0         0         0         0         0         0         0   

New York Select

     0         0         0         0         0         0         0         0   

Select Maturities

     0         0         0         0         0         0         0         0   

Select Tax-Free

     0         0         0         0         0         0         0         0   

Select Tax-Free 2

     0         0         0         0         0         0         0         0   

Select Tax-Free 3

     0         0         0         0         0         0         0         0   

 

41


Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit Committee must approve each Fund’s independent registered public accounting firm’s engagements (i) with the Fund for audit or non-audit services and (ii) with the Adviser and Adviser Entities for non-audit services if the engagement relates directly to the operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent registered public accounting firm for each Fund and the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund), such engagements will be (i) pre-approved by the Audit Committee if they are expected to be for amounts greater than $10,000; (ii) reported to the Audit Committee chairman for his verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000.

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

Additional Information

Appointment of the Independent Registered Public Accounting Firm

The Board of each Fund, except Dow Dynamic Overwrite, Global High Income, Investment Quality and NASDAQ Dynamic Overwrite, has appointed KPMG LLP (“KPMG”) as independent registered public accounting firm to audit the books and records of the Fund for its current fiscal year. For Dow Dynamic Overwrite, Global High Income, Investment Quality and NASDAQ Dynamic Overwrite, the Board of each Fund has appointed PricewaterhouseCoopers LLP (“PwC”) as independent registered public accounting firm to audit the books and records of the Fund for its current fiscal year. A representative of each of KPMG and PwC will be present at the Annual Meetings to make a statement, if such representative so desires, and to respond to shareholders’ questions. Each of KPMG and PwC 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.

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 NYSE, NYSE MKT or NASDAQ, 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

 

42


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 B.

Information About the Adviser

The Adviser, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as investment adviser and manager for each Fund. The Adviser is a wholly-owned subsidiary of Nuveen. Nuveen is a separate subsidiary of TIAA-CREF, a financial services organization based in New York, New York. TIAA-CREF acquired Nuveen on October 1, 2014.

Shareholder Proposals

To be considered for presentation at the annual meeting of shareholders for the Funds to be held in 2016, 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 March 4, 2016. 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 18, 2016 or prior to May 3, 2016. 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 pro rata based on the number of shareholder accounts. Additional solicitation may be made by letter or telephone by officers or employees of Nuveen or the Adviser, or by dealers and their representatives. Any additional costs of solicitation will be paid by the Fund that requires additional solicitation.

Fiscal Year

The last fiscal year end for each Fund except Build America, Build America Opportunity, California Select, Dow Dynamic Overwrite, Global High Income, NASDAQ Dynamic Overwrite, New York Select, Select Maturities, Select Tax-Free, Select Tax-Free 2 and Select Tax-Free 3

 

43


was October 31, 2014. The last fiscal year end for Dow Dynamic Overwrite, Global High Income and NASDAQ Dynamic Overwrite was December 31, 2014. The last fiscal year end for Build America, Build America Opportunity, California Select, New York Select, Select Maturities, Select Tax-Free, Select Tax-Free 2 and Select Tax-Free 3 was March 31, 2015.

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.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on August 5, 2015:

Each Fund’s proxy statement is available at http://www.nuveenproxy.com/Closed-End-Fund-Proxy-Information/. For more information, shareholders may also contact the applicable Fund at the address and phone number set forth above.

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

General

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

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

Failure of a quorum to be present at any Annual 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 Annual Meeting to permit further solicitation of proxies with respect to the 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.

 

44


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 30, 2015

 

45


Appendix A

Beneficial Ownership

The following table lists the dollar range of equity securities beneficially owned by each Board Member nominee in each Fund and in all Nuveen funds overseen by the Board Member nominee as of December 31, 2014. The information as to beneficial ownership is based on statements furnished by each Board Member.

 

Dollar Range of Equity Securities  
Board Member/Nominees   AMT-Free
Income
    AMT-Free
Value
    Build
America
    Build
America
Opportunity
    California
Select
    Dividend
Advantage
    Dividend
Advantage 2
    Dividend
Advantage 3
    Dividend
Advantage
Municipal
    Dow
Dynamic
Overwrite
 

Board Members/Nominees who are not interested persons of the Funds

                   
Jack B. Evans   $     0      $     0      $     0      $     0      $     0      $     0      $     0      $     0      $     0      $     0   
William C. Hunter   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0   
David J. Kundert   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0   
John K. Nelson   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0   
William J. Schneider   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0   
Judith M. Stockdale   $ 0      $ 0      $ 0      $ 0      $ 0       
 
$10,001-
$50,000
 
  
  $ 0      $ 0      $ 0      $ 0   
Carole E. Stone   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0   
Virginia L. Stringer   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0   
Terence J. Toth   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0   

Board Members/Nominees who are interested persons of the Funds

                   
William Adams IV   $ 0      $ 0      $ 0      $ 0      $ 0       
 
Over
$100,000
  
  
  $ 0      $ 0      $ 0      $ 0   
Thomas S. Schreier, Jr.    
 
Over
$100,000
  
  
  $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0   

 

A-1


Dollar Range of Equity Securities  
Board Member/Nominees   Enhanced
Value
    Global
High
Income
    Investment
Quality
    Municipal
Advantage
    Municipal
High
Income
    Municipal
Income
    Municipal
Market
Opportunity
    Municipal
Opportunity
    Municipal
Value
    NASDAQ
Dynamic
Overwrite
 

Board Members/Nominees who are not interested persons of the Funds

                   
Jack B. Evans   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0   
William C. Hunter     $0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0   
David J. Kundert   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0   
John K. Nelson   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0   
William J. Schneider   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0   
Judith M. Stockdale   $ 0       
 
$10,001-
$50,000
 
  
  $ 0      $ 0      $ 0      $ 0       
 
$10,001-
$50,000
 
  
  $ 0      $ 0      $ 0   
Carole E. Stone   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0   
Virginia L. Stringer   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0   
Terence J. Toth   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0   

Board Members/Nominees who are interested persons of the Funds

                   
William Adams IV   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0       
 
$50,001-
$100,000
 
  
  $ 0   
Thomas S. Schreier, Jr.   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0   

 

Dollar Range of Equity Securities
Board Member/Nominees   New York
Select
  Performance
Plus
  Premier
Income
  Premium
Income
  Premium
Income 2
  Premium
Income 4
  Quality
Income
  Quality
Municipal
  Select
Maturities
  Select Quality

Board Members/Nominees who are not interested persons of the Funds

   
Jack B. Evans   $0   $0   $0   $0   $0   $0   $0   $0   $0   $0
William C. Hunter   $0   $0   $0   $0   $0   $0   $0   $0   $0   $0
David J. Kundert   $0   $0   $0   $0   $0   $0   $0   $0   $0   $0
John K. Nelson   $0   $0   $0   $0   $0   $0   $0   $0   $0   $0
William J. Schneider   $0   $0   $0   $0   $0   $0   $0   $0   $0   $0
Judith M. Stockdale   $0   $0   $0   $0   $10,001-
$50,000
  $0   $0   $0   $0   $0
Carole E. Stone   $0   $0   $0   $0   $0   $0   $0   $0   $0   $0
Virginia L. Stringer   $0   $0   $0   $0   $0   $0   $0   $0   $0   $0
Terence J. Toth   $0   $0   $0   $0   $0   $0   $0   $0   $0   $0

Board Members/Nominees who are interested persons of the Funds

   
William Adams IV   $0   $0   $0   $50,001-
$100,000
  $0   $0   $0   $0   $0   $0
Thomas S. Schreier, Jr.   $0   $0   $0   $0   $0   $0   $0   $0   $0   $0

 

A-2


Dollar Range of Equity Securities
Board Member/Nominees   Select
Tax-Free
  Select
Tax-Free 2
  Select
Tax-Free 3
  Aggregate Range of Equity; Securities in All
Registered Investment Companies  Overseen
by Board Member Nominees in Family of
Investment Companies(1)

Board Members/Nominees who are not interested persons of the Funds

Jack B. Evans   $0   $0   $0   Over $100,000
William C. Hunter   $0   $0   $0   Over $100,000
David J. Kundert   $0   $0   $0   Over $100,000
John K. Nelson   $0   $0   $0   Over $100,000
William J. Schneider   $0   $0   $0   Over $100,000
Judith M. Stockdale   $0   $0   $0   Over $100,000
Carole E. Stone   $0   $0   $0   Over $100,000
Virginia L. Stringer   $0   $0   $0   Over $100,000
Terence J. Toth   $0   $0   $0   Over $100,000

Board Members/Nominees who are interested persons of the Funds

William Adams IV   $0   $0   $0   Over $100,000
Thomas S. Schreier, Jr.   $0   $0   $0   Over $100,000

 

(1) The amounts reflect the aggregate dollar range of equity securities of the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member.

 

A-3


The following table sets forth, for each Board Member nominee and for the Board Member nominees and officers as a group, the amount of shares beneficially owned in each Fund as of December 31, 2014. The information as to beneficial ownership is based on statements furnished by each Board Member nominee and officer.

 

Fund Shares Owned By Board Members And Officers(1)
Board Member/Nominees   AMT-Free
Income
  AMT-Free
Value
  Build
America
  Build
America
Opportunity
  California
Select
  Dividend
Advantage
  Dividend
Advantage 2
  Dividend
Advantage 3
  Dividend
Advantage
Municipal
  Dow
Dynamic
Overwrite

Board Members/Nominees who are not interested persons of the Funds

   
Jack B. Evans   0   0   0   0   0   0   0   0   0   0
William C. Hunter   0   0   0   0   0   0   0   0   0   0
David J. Kundert   0   0   0   0   0   0   0   0   0   0
John K. Nelson   0   0   0   0   0   0   0   0   0   0
William J. Schneider   0   0   0   0   0   0   0   0   0   0
Judith M. Stockdale   0   0   0   0   0   1,427   0   0   0   0
Carole E. Stone   0   0   0   0   0   0   0   0   0   0
Virginia L. Stringer   0   0   0   0   0   0   0   0   0   0
Terence J. Toth   0   0   0   0   0   0   0   0   0   0

Board Members/Nominees who are interested persons of the Funds

   
William Adams IV   0   0   0   0   0   25,700   0   0   0   0
Thomas S. Schreier, Jr.   22,500   0   0   0   0   0   0   0   0   0

All Board Members/Nominees and Officers as a Group

  23,500   0   0   0   0   28,127   700   0   0   0

 

A-4


Fund Shares Owned By Board Members And Officers(1)
Board Member/Nominees   Enhanced
Value
  Global High
Income
  Investment
Quality
  Municipal
Advantage
  Municipal
High Income
  Municipal
Income
  Municipal
Market
Opportunity
  Municipal
Opportunity
  Municipal
Value
  NASDAQ
Dynamic
Overwrite

Board Members/Nominees who are not interested persons of the Funds

   
Jack B. Evans   0   0   0   0   0   0   0   0   0   0
William C. Hunter   0   0   0   0   0   0   0   0   0   0
David J. Kundert   0   0   0   0   0   0   0   0   0   0
John K. Nelson   0   0   0   0   0   0   0   0   0   0
William J. Schneider   0   0   0   0   0   0   0   0   0   0
Judith M. Stockdale   0   790   0   0   0   0   1,357   0   0   0
Carole E. Stone   0   0   0   0   0   0   0   0   0   0
Virginia L. Stringer   0   0   0   0   0   0   0   0   0   0
Terence J. Toth   0   0   0   0   0   0   0   0   0   0

Board Members/Nominees who are interested persons of the Funds

   
William Adams IV   0   0   0   0   0   0   0   0   10,000   0
Thomas S. Schreier, Jr.   0   0   0   0   0   0   0   0   0   0

All Board Members/Nominees and Officers as a Group

  0   1,496   0   0   0   0   1,357   0   10,000   0

 

Fund Shares Owned By Board Members And Officers(1)
Board Member/Nominees   New York
Select
  Performance
Plus
  Premier
Income
  Premium
Income
  Premium
Income 2
  Premium
Income 4
  Quality
Income
  Quality
Municipal
  Select
Maturities
  Select
Quality

Board Members/Nominees who are not interested persons of the Funds

   
Jack B. Evans   0   0   0   0   0   0   0   0   0   0
William C. Hunter   0   0   0   0   0   0   0   0   0   0
David J. Kundert   0   0   0   0   0   0   0   0   0   0
John K. Nelson   0   0   0   0   0   0   0   0   0   0
William J. Schneider   0   0   0   0   0   0   0   0   0   0
Judith M. Stockdale   0   0   0   0   1,315   0   0   0   0   0
Carole E. Stone   0   0   0   0   0   0   0   0   0   0
Virginia L. Stringer   0   0   0   0   0   0   0   0   0   0
Terence J. Toth   0   0   0   0   0   0   0   0   0   0

Board Members/Nominees who are interested persons of the Funds

   
William Adams IV   0   0   0   7,000   0   0   0   0   0   0
Thomas S. Schreier, Jr.   0   0   0   0   0   0   0   0   0   0

All Board Members/Nominees and Officers as a Group

  0   0   0   7,000   4,815   0   1,000   0   0   0

 

A-5


     Fund Shares Owned By Board Members And Officers(1)
Board Member/Nominees  

Select Tax-

Free

  Select Tax-
Free 2
  Select Tax-
Free 3

Board Members/Nominees who are not interested persons of the Funds

   
Jack B. Evans   0   0   0
William C. Hunter   0   0   0
David J. Kundert   0   0   0
John K. Nelson   0   0   0
William J. Schneider   0   0   0
Judith M. Stockdale   0   0   0
Carole E. Stone   0   0   0
Virginia L. Stringer   0   0   0
Terence J. Toth   0   0   0

Board Members/Nominees who are interested persons of the Funds

     
William Adams IV   0   0   0
Thomas S. Schreier, Jr.   0   0   0

All Board Members/Nominees and Officers as a Group

  0   0   0

 

(1) 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.

 

A-6


APPENDIX B

List of Beneficial Owners Who Own More Than 5% of Any Class of Shares in Any Fund

The following chart lists each shareholder or group of shareholders who beneficially owned more than 5% of any class of shares for each Fund as of June 8, 2015*:

 

Fund and Class   Shareholder Name and Address   Number of
Shares Owned
    Percentage
Owned
 

AMT-Free Income

— VMTP Shares

 

Wells Fargo & Company(a)

420 Montgomery Street

San Francisco, CA 94104

    1,510        100
 

Wells Fargo Municipal Capital Strategies, LLC(a)

375 Park Avenue

New York, NY 10152

   

Build America Opportunity
— Common Shares

 

University of Minnesota Foundation

45 S. Seventh Street, Suite 2650

Minneapolis, MN 55402

    592,208        8.22
 

Tortoise Investment Management, LLC

239 Central Avenue, 2nd Floor

White Plains, NY 10606

    401,576        5.60

California Select
— Common Shares

 

First Trust Portfolios L.P.(b)

First Trust Advisors L.P.(b)

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    344,162        5.48

Dividend Advantage
— VMTP Shares

 

Bank of America Corporation(c)

100 North Tyron

Street Charlotte, NC 28255

 

Banc of America Preferred Funding Corporation(c)

214 North Tryon Street

Charlotte, NC 28255

    2,650        100

Dividend Advantage 3
— Common Shares

 

Karpus Management, Inc., d/b/a

Karpus Investment Management

183 Sully’s Trail

Pittsford, New York 14534

    3,114,095        8.57

Dividend Advantage 3
— VMTP Shares

 

Citibank, N.A.(d)

Citicorp(d)

Citigroup Inc.(d)

399 Park Avenue

New York, NY 10022

    810        100

Dividend Advantage Municipal
— Common Shares

 

Karpus Management, Inc., d/b/a

Karpus Investment Management

183 Sully’s Trail

Pittsford, New York 14534

    1,337,570        5.02

 

B-1


Fund and Class   Shareholder Name and Address   Number of
Shares Owned
    Percentage
Owned
 

Dow Dynamic Overwrite
— Common Shares

 

First Trust Portfolios L.P.(b)

First Trust Advisors L.P.(b)

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    2,769,871        7.68

Enhanced Value
— Common Shares

 

First Trust Portfolios L.P.(b)

First Trust Advisors L.P.(b)

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    1,170,117        5.55

Global High Income
— Common Shares

 

First Trust Portfolios L.P.(b)

First Trust Advisors L.P.(b)

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    2,828,418        11.75