Nuveen Municipal Opportinity Fund, Inc.

 

 

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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¨   Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

Nuveen Municipal Opportunity Fund, Inc. (NIO)
(Name of Registrant as Specified In Its Charter)
        
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Notice of Annual Meeting

of Shareholders

August 7, 2013

  

333 West Wacker Drive

Chicago, Illinois 60606

(800) 257-8787

 

June 27, 2013

Nuveen AMT-Free Municipal Income Fund (NEA, NEA PrC)

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, NAD PrC)

Nuveen Dividend Advantage Municipal Fund 2 (NXZ)

Nuveen Dividend Advantage Municipal Fund 3 (NZF, NZF PrC)

Nuveen Dividend Advantage Municipal Income Fund (NVG, NVG PrC)

Nuveen Enhanced Municipal Value Fund (NEV)

Nuveen Investment Quality Municipal Fund, Inc. (NQM)

Nuveen Municipal Advantage Fund, Inc. (NMA)

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 New York AMT-Free Municipal Income Fund (NRK, NRK PrC)

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 2, Inc. (NPM)

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

Nuveen Premium Income Municipal Fund, Inc. (NPI)

Nuveen Quality Income Municipal Fund, Inc. (NQU)

Nuveen Quality Municipal Fund, Inc. (NQI)

Nuveen Select Quality Municipal Fund, Inc. (NQS)

Nuveen Select Maturities Municipal Fund (NIM)

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 (the “Annual Meeting”) of 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 Municipal”), Nuveen Premium Income Municipal Fund 2, Inc. (“Premium Income 2”), Nuveen Premium Income Municipal Fund 4, Inc. (“Premium Income 4”), Nuveen Premium Income Municipal Fund, Inc. (“Premium Income”), 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”), and Nuveen AMT-Free Municipal Income Fund (“AMT-Free Municipal Income”), Nuveen AMT-Free Municipal Value Fund (“AMT-Free Municipal Value), Nuveen Build America Bond Fund (“Build America”), Nuveen Build America Bond Opportunity Fund (“Build America Bond”), Nuveen California Select Tax-Free Income Portfolio (“California Portfolio”), 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 Enhanced Municipal Value Fund (“Enhanced Value”), Nuveen New York AMT-Free Municipal Income Fund (“New York AMT-Free”), Nuveen New York Select Tax-Free Income Portfolio (“New York Portfolio”), Nuveen Select Maturities Municipal Fund (“Select Maturities”), Nuveen Select Tax-Free Income Portfolio (“Select Portfolio”), Nuveen Select Tax-Free Income Portfolio 2 (“Select Portfolio 2”) and Nuveen Select Tax-Free Income Portfolio 3 (“Select Portfolio 3”), each a Massachusetts Business Trust (individually, a “Fund” and collectively, the “Funds”), will be held in the offices of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Wednesday, August 7, 2013, at 10:30 a.m., Central time, 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 Value and Municipal Income, to elect ten (10) Board Members:

 

  (i) eight (8) Board Members to be elected by the holders of Common Shares and Variable Rate Demand Preferred Shares for Investment Quality, Municipal Advantage, Municipal Market Opportunity, Municipal Opportunity, Premier Municipal, Premium Income 2, Premium Income 4, Quality Income, Select Quality, and Variable Rate MuniFund Term Preferred Shares for Premium Income, Performance Plus and Quality Municipal (collectively, “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 Value, to elect four (4) Board Members.

 

  c. For Municipal Income, to elect four (4) Board Members.

 

  d. For each Massachusetts Business Trust, except AMT-Free Municipal Value, Build America, Build America Bond, California Portfolio, Enhanced Value, New York Portfolio, Select Maturities, Select Portfolio, Select Portfolio 2 and Select Portfolio 3, to elect five (5) Board Members:

 

  (i) three (3) Board Members to be elected by the holders of Common Shares and MuniFund Term Preferred Shares for AMT-Free Municipal Income, Dividend Advantage, Dividend Advantage 3, Dividend Advantage Municipal and New York AMT-Free, Variable Rate MuniFund Term Preferred Shares for AMT-Free Municipal Income, Dividend Advantage, Dividend Advantage 3, Dividend Advantage Municipal and New York AMT-Free and Variable Rate Demand Preferred Shares for AMT-Free Municipal Income, Dividend Advantage 2 and New York AMT-Free (also referred to, collectively, as “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.

 

  e. For AMT-Free Municipal Value, Build America, Build America Bond, California Portfolio, Enhanced Value, New York Portfolio, Select Maturities, Select Portfolio, Select Portfolio 2 and Select Portfolio 3, to elect four (4) Board Members.

 

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

Shareholders of record at the close of business on June 10, 2013 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.

Kevin J. McCarthy

Vice President and Secretary


Joint Proxy Statement   

333 West Wacker Drive

Chicago, Illinois 60606

(800) 257-8787

June 27, 2013

This Joint Proxy Statement is first being mailed to shareholders on or about July 1, 2013.

Nuveen AMT-Free Municipal Income Fund (NEA, NEA PrC)

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, NAD PrC)

Nuveen Dividend Advantage Municipal Fund 2 (NXZ)

Nuveen Dividend Advantage Municipal Fund 3 (NZF, NZF PrC)

Nuveen Dividend Advantage Municipal Income Fund (NVG, NVG PrC)

Nuveen Enhanced Municipal Value Fund (NEV)

Nuveen Investment Quality Municipal Fund, Inc. (NQM)

Nuveen Municipal Advantage Fund, Inc. (NMA)

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 New York AMT-Free Municipal Income Fund (NRK, NRK PrC)

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 2, Inc. (NPM)

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

Nuveen Premium Income Municipal Fund, Inc. (NPI)

Nuveen Quality Income Municipal Fund, Inc. (NQU)

Nuveen Quality Municipal Fund, Inc. (NQI)

Nuveen Select Quality Municipal Fund, Inc. (NQS)

Nuveen Select Maturities Municipal Fund (NIM)

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 Directors or Trustees (each a “Board” and collectively, the “Boards,” and each Director or Trustee, a “Board Member” and collectively, the “Board Members”) of 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 Municipal”), Nuveen Premium Income Municipal Fund 2, Inc. (“Premium Income 2”), Nuveen Premium Income Municipal Fund 4, Inc. (“Premium Income 4”), Nuveen Premium Income Municipal Fund, Inc. (“Premium Income”), 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 referred to herein as a “Minnesota Fund” and collectively, the “Minnesota Funds”), and Nuveen AMT-Free Municipal Income Fund (“AMT-Free Municipal Income”), Nuveen AMT-Free Municipal Value Fund (“AMT-Free Municipal Value), Nuveen Build America Bond Fund (“Build America”), Nuveen Build America Bond Opportunity Fund (“Build America Bond”), Nuveen California Select Tax-Free Income Portfolio (“California Portfolio”), 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 Enhanced Municipal Value Fund (“Enhanced Value”), Nuveen New York AMT-Free Municipal Income Fund (“New York AMT-Free”), Nuveen New York Select Tax-Free Income Portfolio (“New York Portfolio”), Nuveen Select Maturities Municipal Fund (“Select Maturities”), Nuveen Select Tax-Free Income Portfolio (“Select Portfolio”), Nuveen Select Tax-Free Income Portfolio 2 (“Select Portfolio 2”) and Nuveen Select Tax-Free Income Portfolio 3 (“Select Portfolio 3”), each a Massachusetts Business Trust (each referred to herein as a “Massachusetts Fund” and collectively, the “Massachusetts 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, 333 West Wacker Drive, Chicago, Illinois, on Wednesday, August 7, 2013, at 10:30 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 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. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.

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

 

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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 Value and Municipal Income), election of eight (8) Board Members by all shareholders.

 

X

 

X

1(a)(ii)

 

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

 

N/A

 

X

1(b)

 

For Municipal Value, election of four (4) Board Members by all shareholders.

 

X

 

N/A

1(c)

 

For Municipal Income, election of four (4) Board Members by all shareholders.

 

X

 

N/A

1(d)(i)

 

For each Massachusetts Fund (except AMT-Free Municipal Value, Build America, Build America Bond, California Portfolio, Enhanced Value, New York Portfolio, Select Maturities, Select Portfolio, Select Portfolio 2 and Select Portfolio 3), election of three (3) Board Members by all shareholders.

 

X

 

X

1(d)(ii)

 

For each Massachusetts Fund (except AMT-Free Municipal Value, Build America, Build America Bond, California Portfolio, Enhanced Value, New York Portfolio, Select Maturities, Select Portfolio, Select Portfolio 2 and Select Portfolio 3), election of two (2) Board Members by Preferred Shares only.

 

N/A

 

X

1(e)

 

For AMT-Free Municipal Value, Build America, Build America Bond, California Portfolio, Enhanced Value, New York Portfolio, Select Maturities, Select Portfolio, Select Portfolio 2 and Select Portfolio 3, election of four (4) Board Members by all shareholders.

 

X

 

N/A

 

(1) Variable Rate Demand Preferred Shares for AMT-Free Municipal Income, Dividend Advantage 2, Investment Quality, Municipal Advantage, Municipal Market Opportunity, Municipal Opportunity, New York AMT-Free, Premier Municipal, Premium Income 2, Premium Income 4, Quality Income and Select Quality; Variable Rate MuniFund Term Preferred Shares and/or MuniFund Term Preferred Shares for AMT-Free Municipal Income, Dividend Advantage, Dividend Advantage 3, Dividend Advantage Municipal, New York AMT-Free, Performance Plus, Premium Income and Quality Municipal are collectively referred to as “Preferred Shares.” AMT-Free Municipal Value, Build America, Build America Bond, California Portfolio, Enhanced Value, Municipal Income, Municipal Value, New York Portfolio, Select Maturities, Select Portfolio, Select Portfolio 2 and Select Portfolio 3 do not currently have Preferred Shares outstanding.

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 to be elected by holders of Preferred Shares of each Fund (except AMT-Free Municipal Value, Build America, Build America Bond, California Portfolio, Enhanced Value, Municipal Income, Municipal Value, New York Portfolio, Select Maturities,

 

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Select Portfolio, Select Portfolio 2 and Select Portfolio 3), 33 1/3% of the Preferred Shares entitled to vote and represented in person or by proxy will constitute a quorum. Votes cast by proxy or in person at each 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.

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 nominees for each Fund, abstentions and broker non-votes will have no effect on the election of Board Members.

Variable Rate Demand Preferred 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, be voted by the broker on the proposal in the same proportion as the votes cast by all holders of Variable Rate Demand Preferred Shares as a class who have voted on the proposal or in the same proportion as the votes cast by all holders of Preferred Shares of the Fund who have voted on that item. Rule 452 permits proportionate voting of Variable Rate Demand Preferred Shares with respect to a particular item if, among other things, (i) a minimum of 30% of the Variable Rate Demand Preferred Shares or shares of a series of Variable Rate Demand Preferred Shares outstanding has been voted by the holders of such shares with respect to such item and (ii) less than 10% of the Variable Rate Demand Preferred Shares or shares of a series of Variable Rate Demand Preferred Shares outstanding has been voted by the holders of such shares against such item. 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.

Those persons who were shareholders of record at the close of business on June 10, 2013 will be entitled to one vote for each share held and a proportionate fractional vote for each fractional share held. As of June 10, 2013, the shares of the Funds were issued and outstanding as follows:

 

Fund   Ticker Symbol*   Common Shares     Preferred Shares  
AMT-Free Municipal Income   NEA     78,883,077     

MTP NEA PrC

    8,300,000   
     

VMTP Series 2014

    676   
     

VRDP Series 1

    2,190   
               

VRDP Series 2

    1,309   
AMT-Free Municipal Value   NUW     13,194,175     

N/A

       
Build America   NBB     26,461,985     

N/A

       
Build America Bond   NBD     7,205,250     

N/A

       
California Portfolio   NXC     6,272,727     

N/A

       

 

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Fund   Ticker Symbol*   Common Shares     Preferred Shares  
Dividend Advantage   NAD     39,296,352     

MTP NAD PrC

    14,430,000   
               

VMTP Series 2014

    1,204   
Dividend Advantage 2   NXZ     29,478,411     

VRDP Series 2

    1,960   
Dividend Advantage 3   NZF     40,400,028     

MTP NZF PrC

    7,000,000   
               

VMTP Series 2014

    1,692   
Dividend Advantage Municipal   NVG     29,802,900     

MTP NVG PrC

    10,800,000   
               

VMTP Series 2014

    925   
Enhanced Value   NEV     21,000,895     

N/A

       
Investment Quality   NQM     35,976,272     

VRDP Series 1

    2,368   
Municipal Advantage   NMA     43,697,408     

VRDP Series 1

    2,968   
Municipal Income   NMI     8,274,760     

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

       
New York AMT-Free   NRK     87,618,504     

MTP NRK PrC

    2,768,000   
     

VMTP Series 2014

    507   
     

VRDP Series 1

    1,123   
     

VRDP Series 2

    1,648   
     

VRDP Series 3

    1,617   
               

VRDP Series 4

    500   
New York Portfolio   NXN     3,923,975     

N/A

       
Performance Plus   NPP     60,025,455     

VMTP Series 2015

    5,350   
Premier Municipal   NPF     19,888,518     

VRDP Series 1

    1,277   
Premium Income 2   NPM     70,692,851     

VRDP Series 1

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

VRDP Series 1

    2,622   
Premium Income   NPI     64,060,043     

VMTP Series 2015

    4,070   
Quality Income   NQU     54,379,091     

VRDP Series 1

    4,284   
Quality Municipal   NQI     38,461,871     

VMTP Series 2015

    2,404   
Select Quality   NQS     35,222,129     

VRDP Series 1

    2,675   
Select Maturities   NIM     12,439,120     

N/A

       
Select Portfolio   NXP     16,570,310     

N/A

       
Select Portfolio 2   NXQ     17,713,727     

N/A

       
Select Portfolio 3   NXR     13,045,560     

N/A

       

 

* The Common Shares of all of the Funds are listed on the New York Stock Exchange, except NEA, NRK, NVG, NXZ and NZF, which are listed on the NYSE MKT. The MuniFund Term Preferred Shares of NAD, NZF, NVG and NEA are listed on the New York Stock Exchange.

 

5


1. Election of Board Members

Minnesota Corporations

At the Annual Meeting of each Minnesota Corporation, Board Members are to be elected to serve until the next annual meeting or until their successors shall have been duly elected and qualified. Under the terms of each Minnesota Corporation’s organizational documents (except Municipal Value and Municipal Income), 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. Pursuant to the organizational documents of Municipal Value and Municipal Income, each Board is divided into three classes, with each class being elected to serve until the third succeeding annual meeting subsequent to their election or thereafter in each case when their respective successors are duly elected and qualified. For Municipal Value and Municipal Income, four (4) Board Members are nominated to be elected at this Annual Meeting.

 

  a. For each Minnesota Corporation, except Municipal Value and Municipal Income:

 

  (i) eight (8) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Members Amboian, Bremner, Evans, Kundert, Stockdale, Stone, Stringer and Toth are nominees for election by all shareholders.

 

  (ii) two (2) Board Members are to be elected by holders of Preferred Shares, each series voting together as a single class. Board Members Hunter and Schneider are nominees for election by holders of Preferred Shares.

 

  b. For Municipal Value: four (4) Board Members are to be elected by all shareholders.

Board Members Hunter, Stockdale, Stone and Stringer have been designated as Class I Board Members and as nominees for 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 Amboian, Bremner, Evans, Kundert, Schneider and Toth are current and continuing Board Members. Board Members Amboian, Kundert and Toth have been designated as Class II Board Members for a term expiring at the annual meeting of shareholders in 2014 or until their successors have been duly elected and qualified. Board Members Bremner, Evans and Schneider have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2015 or until their successors have been duly elected and qualified.

 

  c. For Municipal Income: four (4) Board Members are to be elected by all shareholders.

Board Members Hunter, Stockdale, Stone and Stringer 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 2016 or until their successors have been duly elected and qualified. Board Members Amboian, Bremner, Evans, Kundert, Schneider and Toth are current and continuing Board Members. Board Members Amboian, Kundert and Toth have been designated as Class I Board Members for a term expiring at the annual meeting of shareholders in 2014 or until their successors have been duly elected and qualified. Board Members Bremner, Evans and Schneider have been

 

6


designated as Class II Board Members for a term expiring at the annual meeting of shareholders in 2015 or until their successors have been duly elected and qualified.

Massachusetts Business Trusts

Pursuant to the organizational documents of each Massachusetts Business Trust, each Board is divided into three classes, Class I, Class II and Class III, to be elected by the holders of the outstanding Common Shares and any outstanding Preferred Shares, voting together as a single class to serve until the third succeeding annual meeting subsequent to their election or thereafter, in each case until their successors have been duly elected and qualified. For each Massachusetts Business Trust, except AMT-Free Municipal Value, Build America, Build America Bond, California Portfolio, Enhanced Value, New York Portfolio, Select Maturities, Select Portfolio, Select Portfolio 2 and Select Portfolio 3, under normal circumstances, holders of Preferred Shares are entitled to elect two (2) Board Members. The Board Members elected by holders of Preferred Shares will be elected to serve until the next annual meeting or until their successors shall have been duly elected and qualified.

 

  d. For each Massachusetts Business Trust, except AMT-Free Municipal Value, Build America, Build America Bond, California Portfolio, Enhanced Value, New York Portfolio, Select Maturities, Select Portfolio, Select Portfolio 2 and Select Portfolio 3:

 

  (i) three (3) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Members Stockdale, Stone and Stringer have been designated as Class I Board Members and as nominees for 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 Amboian, Bremner, Evans, Kundert and Toth are current and continuing Board Members. Board Members Amboian, Kundert and Toth have been designated as Class II Board Members for a term expiring at the annual meeting of shareholders in 2014 or until their successors have been duly elected and qualified. Board Members Bremner and Evans have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2015 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.

 

  e. For AMT-Free Municipal Value, Build America, Build America Bond, California Portfolio, Enhanced Value, New York Portfolio, Select Maturities, Select Portfolio, Select Portfolio 2 and Select Portfolio 3:

four (4) Board Members are to be elected by all shareholders. Board Members Hunter, Stockdale, Stone and Stringer, have been designated as Class I Board Members and as nominees for 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 Amboian, Bremner, Evans, Kundert, Schneider and Toth are current and continuing Board Members. Board Members Amboian, Kundert and Toth have been

 

7


designated as Class II Board Members for a term expiring at the annual meeting of shareholders in 2014 or until their successors have been duly elected and qualified. Board Members Bremner, Evans and Schneider have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2015 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 Corporation, except for Municipal Value and Municipal Income, each Board Member was last elected to each Fund’s Board at the annual meeting of shareholders held on July 31, 2012.

For Municipal Value, Board Members Bremner, Evans and Schneider were last elected as Class III Board Members at the annual meeting of shareholders held on July 31, 2012. Board Members Amboian, Kundert and Toth were last elected as Class II Board Members at the annual meeting of shareholders held on July 25, 2011. Board Members Hunter, Stockdale and Stone were last elected as Class I Board Members at the annual meeting of shareholders held on July 27, 2010.

For Municipal Income, Board Members Bremner, Evans and Schneider were last elected as Class II Board Members at the annual meeting of shareholders held on July 31, 2012. Board Members Amboian, Kundert and Toth were last elected as Class I Board Members at the annual meeting of shareholders held on July 25, 2011 and adjourned to August 31, 2011. Board Members Hunter, Stockdale and Stone were last elected as Class III Board Members at the annual meeting of shareholders held on July 27, 2010.

For each Massachusetts Business Trust, except AMT-Free Municipal Value, Build America, Build America Bond, California Portfolio, Enhanced Value, New York Portfolio, Select Maturities, Select Portfolio, Select Portfolio 2 and Select Portfolio 3, Board Members Bremner and Evans were last elected as Class III Board Members at the annual meeting of shareholders held on July 31, 2012 and Board Members Hunter and Schneider were last elected to each Fund’s Board by the holders of Preferred Shares at the annual meeting of shareholders held on July 31, 2012. Board Members Amboian, Kundert and Toth were last elected as Class II Board Members at the annual meeting of shareholders held on July 25, 2011 and adjourned to August 31, 2011. Board Members Stockdale and Stone were last elected to each Fund’s Board as Class I Board Members at the annual meeting of shareholders held on July 27, 2010.

For AMT-Free Municipal Value, Build America, California Portfolio, Enhanced Value, New York Portfolio, Select Maturities, Select Portfolio, Select Portfolio 2 and Select Portfolio 3, Board Members Bremner, Evans and Schneider were last elected as Class III Board Members at the annual meeting of shareholders held on July 31, 2012. Board Members Amboian, Kundert and Toth were last elected as Class II Board Members at the annual meeting of shareholders held on July 25, 2011.

For AMT-Free Municipal Value, California Portfolio, Enhanced Value, New York Portfolio, Select Maturities, Select Portfolio, Select Portfolio 2 and Select Portfolio 3, Board Members Hunter, Stockdale and Stone were last elected as Class I Board Members at the annual meeting of shareholders held on July 27, 2010.

 

8


For Build America, each Board Member except for Board Member Stringer, was elected by the initial shareholder of the Fund, the Adviser, on March 16, 2010.

For Build America Bond, each Board Member except for Board Member Stringer, was elected by the initial shareholder of the Fund, the Adviser, on February 25, 2010.

For New York AMT-Free, Board Members Bremner and Evans were last elected as Class III Board Members at the annual meeting of shareholders held on March 30, 2012, and adjourned to May 8, 2012 and Board Members Hunter and Schneider were last elected to the Fund’s Board by the holders of Preferred Shares at the annual meeting of shareholders held on March 30, 2012, and adjourned to May 8, 2012. Board Members Amboian, Kundert and Toth were last elected as Class II Board Members at the annual meeting of shareholders held on May 6, 2011, Board Members Stockdale and Stone were last elected as Class I Board Members at the annual meeting of shareholders on April 6, 2010.

On January 1, 2011, Ms. Stringer was appointed as a Board Member for each Fund and designated as a Class I Board Member with respect to each Massachusetts Business Trust and Municipal Value, a Minnesota Corporation and as a Class III Board Member for Municipal Income, a Minnesota Corporation.

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

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

Board Nominees/Board Members

 

Name, Address
and Birth Dates
  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

Robert P. Bremner

c/o Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

(8/22/40)

  Chairman of the Board, Board Member  

Term: Annual or Class III Board Member until 2015 (2)

 

Length of Service: Since 1996; Chairman of the Board since 2008; Lead Independent Director (2005-2008)

   Private Investor and Management Consultant; Treasurer and Director, Humanities Council of Washington D.C.; Board Member, Independent Directors Council affiliated with the Investment Company Institute.   204   None

 

9


Name, Address
and Birth Dates
  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

Jack B. Evans

c/o Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

(10/22/48)

  Board Member  

Term: Annual or Class III Board Member until 2015(2)

 

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, President Board of Regents for the State of Iowa University System.   204   Director and Chairman, United Fire Group, a publicly held company; formerly Director, Alliant Energy

William C. Hunter

c/o Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

(3/6/48)

  Board Member  

Term: Annual or Class I Board Member until 2013(2)

 

Length of Service: Since 2004

   Dean Emeritus (since June 30, 2012), 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, 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).   204   Director of Xerox Corporation (since 2004)

 

10


Name, Address
and Birth Dates
  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

(10/28/42)

  Board Member  

Term: Annual or Class II Board Member until 2014(2)

 

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, Friends of Boerner Botanical Gardens; Member of Board of Directors and Chair of Investment Committee, Greater Milwaukee Foundation; Member of Board of Directors (Milwaukee), College Possible.   204   None

 

11


Name, Address
and Birth Dates
  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 J. Schneider(4)

c/o Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

(9/24/44)

  Board Member  

Term: Annual or Class III Board Member until 2015(2)

 

Length of Service: Since 1996

   Chairman of Miller-Valentine Partners Ltd., a real estate investment company; Member, Mid-America Health System Board; Member, University of Dayton Business School Advisory Council; Board Member of Tech Town, Inc., a not-for-profit community development company; Board Member of WDPR Public Radio; formerly, Senior Partner and Chief Operating Officer (retired, 2004) of Miller-Valentine Group; formerly, Member, Dayton Philharmonic Orchestra Association; formerly, Director, Dayton Development Coalition; formerly, Member, Business Advisory Council, Cleveland Federal Reserve Bank.   204   None

Judith M. Stockdale

c/o Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

(12/29/47)

  Board Member  

Term: Annual or Class I Board Member until 2013(2)

 

Length of Service: Since 1997

   Formerly, Executive Director, Gaylord and Dorothy Donnelley Foundation (1994-2012); prior thereto, Executive Director, Great Lakes Protection Fund (1990-1994).   204   None

Carole E. Stone

c/o Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

(6/28/47)

  Board Member  

Term: Annual or Class I Board Member until 2013(2)

 

Length of Service: Since 2007

   Director, C2 Options Exchange, Incorporated (since 2009); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010); formerly, Chair, New York Racing Association Oversight Board (2005-2007).   204  

Director,

Chicago Board Options Exchange (since 2006)

 

12


Name, Address
and Birth Dates
  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

Virginia L. Stringer

333 West Wacker Drive

Chicago, IL 60606

(8/16/44)

  Board Member  

Term: Annual or Class I Board Member until 2013(2)

 

Length of Service: Since 2011

   Board Member, Mutual Fund Directors Forum; former Member, Governing Board, Investment Company Institute’s Independent Directors Council; 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.   204   Previously, Independent Director (1987-2010) and Chair First American Fund Complex (1997-2010)

Terence J. Toth(5)

c/o Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

(9/29/59)

  Board Member  

Term: Annual or Class II Board Member until 2014(2)

 

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).   204   None

 

13


Name, Address
and Birth Dates
  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
Nominee/Board Member who is an interested person of the Fund

John P. Amboian(3)

c/o Nuveen Investments, Inc.

333 West Wacker Drive

Chicago, IL 60606

(6/14/61)

  Board Member  

Term: Annual or Class II Board Member until 2014(2)

 

Length of Service: Since 2008

   Chief Executive Officer and Chairman (since 2007) and Director (since 1999) of Nuveen Investments, Inc.; formerly, President (1999-2007), Chief Executive Officer (since 2007) of Nuveen Investments Advisors, Inc.; Director (since 1998), formerly, Chief Executive Officer (2007-2010) of Nuveen Fund Advisors, LLC.   204   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) For AMT-Free Municipal Value, Build America, Build America Bond, California Portfolio, Enhanced Value, Municipal Value, New York Portfolio, Select Maturities, Select Portfolio, Select Portfolio 2 and Select Portfolio 3, 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 Amboian, Kundert and Toth serve as Class I Board Members; Board Members Bremner, Evans and Schneider serve as Class II Board Members; and Board Members Hunter, Stockdale, Stone and Stringer serve as Class III Board Members.
(3) “Interested person” as defined in the 1940 Act, by reason of his positions with Nuveen Investments, Inc. and certain of its subsidiaries.
(4) 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.
(5) 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 Nuveen Fund Advisors, LLC, to manage a portion of the Foundation’s investment portfolio, and pursuant to this selection, the Foundation has invested that portion of its investment portfolio in a private commodity pool managed by Gresham.

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, 2012 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, 2012 is set forth in Appendix A. On December 31, 2012, Board Members and executive officers as a group beneficially owned approximately 1,709,000 shares of all funds managed by the Adviser, Nuveen Fund Advisors, LLC (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 10, 2013, each Board Member’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of each Fund. As of June 10, 2013, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund. As of June 10, 2013, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as provided in Appendix B.

 

14


Compensation

Prior to January 1, 2013, each Independent Board Member received a $130,000 annual retainer plus: (a) a fee of $4,500 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled Board 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; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (d) a fee of $2,500 per meeting for attendance in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone at Dividend Committee meetings; (f) a fee of $500 per meeting for attendance in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) where in-person attendance was required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance was not required, and $100 per meeting when the Executive Committee acted as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings, provided that no fees were received for meetings held on days on which regularly scheduled Board meetings were held; and (g) a fee of $2,500 per meeting for attendance in person or by telephone at Closed-End Funds Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required, provided that no fees were received for meetings held on days on which regularly scheduled Board meetings were held. In addition to the payments described above, the Chairman of the Board received $75,000, the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee and the Closed-End Funds Committee received $12,500 each and the chairperson of the Nominating and Governance Committee received $5,000 as additional retainers. Independent Board Members also received a fee of $3,000 per day for site visits to entities that provided services to the Nuveen funds on days on which no Board meeting was held. When ad hoc committees were organized, the Nominating and Governance Committee at the time of formation determined compensation to be paid to the members of such committee; 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, 2013, Independent Board Members receive a $140,000 annual retainer plus: (a) a fee of $4,500 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled meetings of the Board where in-person attendance 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 at-

 

15


tendance 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 $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; and (g) a fee of $2,500 per meeting for attendance in person or by telephone at Closed-End Funds Committee meetings where in-person attendance 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. In addition to the payments described above, the Chairman of the Board receives $75,000, the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee and the Closed-End Funds Committee receive $12,500 each and the chairperson of the Nominating and Governance Committee receives $5,000 as additional 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.

 

16


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

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)  
      Robert P.
Bremner
     Jack B.
Evans
     William C.
Hunter
     David J.
Kundert
     William J.
Schneider
     Judith M.
Stockdale
     Carole
E. Stone
     Virginia L.
Stringer
     Terence J.
Toth
 

AMT-Free Municipal

   $ 1,820       $ 1,391       $ 1,299       $ 1,403       $ 1,535       $ 1,399       $ 1,413       $ 1,284       $ 1,499   

AMT-Free Municipal Value

     805         608         562         623         672         608         621         562         661   

Build America

     2,193         1,702         1,499         1,779         1,934         1,706         1,660         1,499         1,832   

Build America Bond

     574         438         392         438         479         427         435         392         481   

California Portfolio

     324         244         220         261         285         250         244         220         264   

Dividend Advantage

     3,035         2,271         2,108         2,297         2,529         2,287         2,311         2,081         2,465   

Dividend Advantage 2

     2,269         1,698         1,576         1,717         1,891         1,710         1,727         1,556         1,843   

Dividend Advantage 3

     3,000         2,245         2,084         2,270         2,500         2,261         2,284         2,057         2,437   

Dividend Advantage Municipal

     2,340         1,752         1,626         1,771         1,950         1,764         1,782         1,605         1,901   

Enhanced Value

     980         726         671         749         812         731         740         663         791   

Investment Quality

     2,921         2,232         2,085         2,253         2,464         2,245         2,267         2,060         2,407   

Municipal Advantage

     3,347         2,505         2,325         2,533         2,789         2,523         2,549         2,296         2,719   

Municipal Income

     315         232         213         239         259         232         238         213         254   

Municipal Market Opportunity

     3,556         2,662         2,470         2,692         2,963         2,680         2,707         2,439         2,888   

Municipal Opportunity

     7,487         5,604         5,202         5,665         6,238         5,643         5,700         5,135         6,080   

Municipal Value

     6,828         5,058         4,678         5,213         5,652         5,092         5,152         4,621         5,509   

New York AMT-Free

     294         220         203         218         241         220         225         203         237   

New York Portfolio

     194         146         132         157         171         150         147         132         158   

Performance Plus

     4,818         3,606         3,346         3,646         4,015         3,631         3,668         3,304         3,913   

Premier Municipal

     1,504         1,126         1,045         1,138         1,253         1,134         1,145         1,032         1,222   

Premium Income 2

     5,535         4,143         3,845         4,188         4,612         4,172         4,214         3,796         4,495   

 

17


Aggregate Compensation from the Funds(1)  
      Robert P.
Bremner
     Jack B.
Evans
     William C.
Hunter
     David J.
Kundert
     William J.
Schneider
     Judith M.
Stockdale
     Carole
E. Stone
     Virginia L.
Stringer
     Terence J.
Toth
 

Premium Income 4

   $ 3,021       $ 2,261       $ 2,098       $ 2,286       $ 2,517       $ 2,277       $ 2,300       $ 2,072       $ 2,453   

Premium Income

     4,735         3,544         3,289         3,583         3,945         3,568         3,605         3,247         3,845   

Quality Income

     4,288         3,209         2,978         3,245         3,573         3,231         3,265         2,940         3,483   

Quality Municipal

     2,846         2,130         1,977         2,154         2,372         2,145         2,167         1,952         2,312   

Select Quality

     2,716         2,032         1,886         2,055         2,263         2,047         2,068         1,862         2,206   

Select Maturities

     438         326         299         334         366         326         332         299         359   

Select Portfolio

     880         677         615         724         784         695         678         615         728   

Select Portfolio 2

     897         690         627         738         799         708         690         627         741   

Select Portfolio 3

     688         529         481         566         613         543         529         481         569   

Total Compensation from Nuveen Funds Paid to Board Members/Nominees

   $ 343,204       $ 262,670       $ 240,509       $ 267,712       $ 284,299       $ 261,411       $ 263,100       $ 248,600       $ 298,475   

 

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

 

Deferred Fees

 
      Robert P.
Bremner
     Jack B.
Evans
     William C.
Hunter
     David J.
Kundert
     William J.
Schneider
     Judith M.
Stockdale
     Carole E.
Stone
     Virginia L.
Stringer
     Terence J.
Toth
 

AMT-Free Municipal

   $ 275       $ 353       $ 340       $ 1,403       $ 1,179       $ 880       $       $       $   

Build America

     339         449                 1,779         1,934         1,135                           

California Portfolio

     50         64                 261         285         167                           

Dividend Advantage

     459         578         591         2,297         1,910         1,436                           

Dividend Advantage 2

     343         432         442         1,717         1,428         1,074                           

Dividend Advantage 3

     454         571         587         2,270         1,885         1,419                           

Dividend Advantage Municipal

     354         446         461         1,771         1,468         1,107                           

Enhanced Value

     148         185         177         749         625         460                           

 

18


Deferred Fees

 
      Robert P.
Bremner
     Jack B.
Evans
     William C.
Hunter
     David J.
Kundert
     William J.
Schneider
     Judith M.
Stockdale
     Carole E.
Stone
     Virginia L.
Stringer
     Terence J.
Toth
 

Investment Quality

   $ 441       $ 567       $ 535       $ 2,253       $ 1,904       $ 1,414       $       $       $   

Municipal Advantage

     506         637         656         2,533         2,103         1,584                           

Municipal Market Opportunity

     538         677         693         2,692         2,239         1,683                           

Municipal Opportunity

     1,132         1,425         1,477         5,665         4,693         3,542                           

Municipal Value

     1,032         1,285         1,261         5,213         4,323         3,201                           

New York Portfolio

     30         38                 157         171         100                           

Performance Plus

     729         917         939         3,646         3,032         2,280                           

Premier Municipal

     227         286         296         1,138         943         712                           

Premium Income 2

     837         1,054         1,091         4,188         3,470         2,618                           

Premium Income 4

     457         575         590         2,286         1,899         1,430                           

Premium Income

     716         901         929         3,583         2,973         2,240                           

Quality Income

     648         816         834         3,245         2,701         2,029                           

Quality Municipal

     430         542         559         2,154         1,787         1,347                           

Select Quality

     411         517         530         2,055         1,709         1,285                           

Select Portfolio

     136         178                 724         784         463                           

Select Portfolio 2

     139         182                 738         799         471                           

Select Portfolio 3

     106         139                 566         613         361                           

 

19


Board Leadership Structure and Risk Oversight

The Board of each Fund (collectively, the “Board”) oversees the operations and management of the Fund, including the duties performed for the Funds 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 Robert P. Bremner as the independent Chairman of the Board through June 30, 2013 and William J. Schneider to serve as the independent Chairman of the Board effective July 1, 2013. 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

 

20


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.

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 Robert P. Bremner, Chair, Judith M. Stockdale and John P. Amboian. The number of Executive Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

The Dividend Committee is authorized to declare distributions on each Fund’s shares including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The members of the Dividend Committee are Jack B. Evans, Chair, 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.

The Board has an Audit Committee, in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “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 New York Stock Exchange, NYSE MKT, LLC or NASDAQ Stock Market, LLC, 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 committee, reviews any issues relating to the valuation of the Funds’ securities brought to its attention and considers the risks to the Funds in assessing the possible resolutions to these matters. The Audit Committee may also consider any financial risk exposures for the Funds in conjunction with performing its functions.

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 adopted and approved by the Board, which Charter conforms to the listing standards of the

 

21


New York Stock Exchange, NYSE MKT, LLC or NASDAQ Stock Market, LLC, 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 Robert P. Bremner, David J. Kundert, Chair, William J. Schneider, Carole E. Stone and Terence J. Toth, each of whom is an Independent Board Member of the Funds. A copy of the Audit Committee Charter is attached as Appendix D. The number of Audit Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

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 Jack B. Evans, William C. Hunter, William J. Schneider, Judith M. Stockdale, Chair, and Virginia L. Stringer. The number of Compliance Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

 

22


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, 333 West Wacker Drive, Chicago, IL 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 Member 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/Info/Shareholder/, and is composed entirely of Independent Board Members who are also “independent” as defined by New York Stock Exchange, NYSE MKT, LLC or NASDAQ Stock Market, LLC listing standards, as applicable. Accordingly, the members of the Nominating and Governance Committee are

 

23


Robert P. Bremner, Chair, Jack B. Evans, William C. Hunter, David J. Kundert, William J. Schneider, 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.

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 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 Jack B. Evans, William C. Hunter, William J. Schneider, Chair, and Carole E. Stone. The number of Closed-End Funds Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

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 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 considers each Board Member’s background, skills, experience and other attributes in light of the composition of the Board with no particular factor controlling. The Board believes that Board Members need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties, and the Board believes each Board Member satisfies this standard. An effective Board Member may achieve this ability through his or her educational background; business, professional training or practice; public service or academic positions; experience from service as a board member or executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and or/other life experiences. Accordingly, set forth below is a summary of the experiences, qualifications, attributes, and skills that led to the conclusion, as of the date of this document, that each Board Member should continue to serve in that capacity. References to the experiences, qualifications, attributes and skills of Board Members are pursuant to requirements of the Securities and Exchange Commission, 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.

John P. Amboian

Mr. Amboian, an interested Board Member of the Funds, joined Nuveen Investments in June 1995 and became Chief Executive Officer in July 2007 and Chairman in November 2007. Prior to this, since 1999, he served as President with responsibility for the firm’s product,

 

24


marketing, sales, operations and administrative activities. Mr. Amboian initially served Nuveen Investments as Executive Vice President and Chief Financial Officer. Prior to joining Nuveen Investments, Mr. Amboian held key management positions with two consumer product firms affiliated with the Phillip Morris Companies. He served as Senior Vice President of Finance, Strategy and Systems at Miller Brewing Company. Mr. Amboian began his career in corporate and international finance at Kraft Foods, Inc., where he eventually served as Treasurer. He received a Bachelor’s degree in economics and a Masters of Business Administration (“MBA”) from the University of Chicago. Mr. Amboian serves on the Board of Directors of Nuveen Investments and is a Board Member or Trustee of the Investment Company Institute Board of Governors, Boys and Girls Clubs of Chicago, Ann & Robert H. Lurie Children’s Hospital of Chicago and Foundation, the Council on the Graduate School of Business (University of Chicago), and the North Shore Country Day School Foundation. He is also a member of the Civic Committee of the Commercial Club of Chicago and the Economic Club of Chicago.

Robert P. Bremner

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

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 President 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 since June 2003. From 1995 to 2003, he was the Senior Vice President and

 

25


Director of Research at the Federal Reserve Bank of Chicago. While there he served as the Bank’s Chief Economist and was an Associate Economist on the Federal Reserve System’s Federal Open Market Committee (FOMC). In addition to serving as a Vice President in charge of financial markets and basic research at the Federal Reserve Bank in Atlanta, he held faculty positions at Emory University, Atlanta University, the University of Georgia and Northwestern University. A past Director of the Credit Research Center at Georgetown University, SS&C Technologies, Inc. (2005) and past President of the Financial Management Association International, he has consulted with numerous foreign central banks and official agencies in Western, Central and Eastern Europe, Asia, Central America and South America. From 1990 to 1995, he was a U.S. Treasury Advisor to Central and Eastern Europe. He has been a Director of the Xerox Corporation since 2004 and Wellmark, Inc. since 2009. He is Director and President of Beta Gamma Sigma, Inc., The International Business Honor Society.

David J. Kundert

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

William J. Schneider

Mr. Schneider is currently Chairman, formerly Senior Partner and Chief Operating Officer (retired, December 2004) of Miller-Valentine Partners Ltd., a real estate investment company. He is also a Member of two Miller-Valentine real estate LLC companies. Mr. Schneider is a member of the Business Advisory Council for the University of Dayton College of Business. He is a Board Member of Tech Town, Inc., a not-for-profit community development company, and a Board Member of WDPR Public Radio. He was formerly a Director and Past Chair of the Dayton Development Coalition. He was formerly a member of the Community Advisory Board of the National City Bank in Dayton as well as a former member of the Business Advisory Council of the Cleveland Federal Reserve Bank. Mr. Schneider is a member of the Business Advisory Council for the University of Dayton College of Business. Mr. Schneider was an independent trustee of the Flagship Funds, a group of municipal open-end funds. He also served as Chair of the Miami Valley Hospital and as Chair of the Finance Committee of its parent holding company. 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.

 

26


Judith M. Stockdale

Ms. Stockdale retired at the end of 2012 as Executive Director of the Gaylord and Dorothy Donnelley Foundation, a private foundation working in land conservation and artistic vitality in the Chicago region and the Lowcountry of South Carolina. 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 Land Trust Alliance, the National Zoological Park, the Governor’s Science Advisory Council (Illinois), the Nancy Ryerson Ranney Leadership Grants Program, Friends of Ryerson Woods and the Donors Forum. Ms. Stockdale, a native of the United Kingdom, has a Bachelor of Science degree in geography from the University of Durham (UK) and a Master of Forest Science degree from Yale University.

Carole E. Stone

Ms. Stone retired from the New York State Division of the Budget in 2004, having served as its Director for nearly five years and as Deputy Director from 1995 through 1999. Ms. Stone is currently on the Board of Directors of the Chicago Board Options Exchange, CBOE Holdings, Inc. and C2 Options Exchange, Incorporated. She has also served as the Chair of the New York Racing Association Oversight Board, as Chair of the Public Authorities Control Board, as a Commissioner on the New York State Commission on Public Authority Reform and as a member of the boards of directors of several New York State public authorities. Ms. Stone has a Bachelor of Arts in Business Administration from Skidmore College.

Virginia L. Stringer

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

 

27


Terence J. Toth

Mr. Toth is a Managing Partner at Promus Capital (since 2008). From 2008 to 2013, he served as a Director of Legal & General Investment Management America, Inc. From 2004 to 2007, he was Chief Executive Officer and President of Northern Trust Global Investments, and Executive Vice President of Quantitative Management & Securities Lending from 2000 to 2004. He also formerly served on the Board of the Northern Trust Mutual Funds. He joined Northern Trust in 1994 after serving as Managing Director and Head of Global Securities Lending at Bankers Trust (1986 to 1994) and Head of Government Trading and Cash Collateral Investment at Northern Trust from 1982 to 1986. He currently serves on the Boards of Chicago Fellowship, Fulcrum IT Service LLC (since 2010), Quality Control Corporation (since 2012) and LogicMark LLC (since 2012), and is Chairman of the Board of Catalyst Schools of Chicago. He is on the Mather Foundation Board (since 2012) and is a member of its investment committee. Mr. Toth graduated with a Bachelor of Science degree from the University of Illinois, and received his MBA from New York University. In 2005, he graduated from the CEO Perspectives Program at Northwestern University.

Board Member Terms. For each Minnesota Fund except Municipal Value and Municipal Income, all Board Members are elected annually. For each Massachusetts Fund, and Municipal Value and Municipal Income, 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 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.

 

28


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 Birth Date
  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
Served by
Officer
 
Gifford R. Zimmerman
333 West Wacker Drive
Chicago, IL 60606
(9/9/56)
  Chief Administrative Officer   Term: Annual Length of Service: Since 1988   Managing Director (since 2002) and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2002), Assistant Secretary (since 1997) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Vice President and Assistant Secretary of NWQ Investment Management Company, LLC and Nuveen Investments Advisers Inc. (since 2002); Managing Director, Associate General Counsel and Assistant Secretary of Symphony Asset Management LLC (since 2003); Vice President and Assistant Secretary of Santa Barbara Asset Management, LLC (since 2006) and of Winslow Capital Management, LLC (since 2010); Vice President and Assistant Secretary (since 2013), formerly, Chief Administrative Officer and Chief Compliance Officer (since 2010) of Nuveen Commodities Asset Management, LLC; Chartered Financial Analyst.     204   

 

29


Name, Address
and Birth Date
  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
Served by
Officer
 
William Adams IV
333 West Wacker Drive
Chicago, IL 60606
(6/9/55)
  Vice President   Term: Annual Length of Service: Since 2007   Senior Executive Vice President, Global Structured Products, formerly, Executive Vice President (1999-2010) 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.     103   
Cedric H. Antosiewicz
333 West Wacker Drive
Chicago, IL 60606
(1/11/62)
  Vice President   Term: Annual Length of Service: Since 2007   Managing Director (since 2004) of Nuveen Securities LLC.     103   
Margo L. Cook
333 West Wacker Drive
Chicago, IL 60606
(4/11/64)
  Vice President   Term: Annual Length of Service: Since 2009   Executive Vice President (since 2008) of Nuveen Investments, Inc. and of Nuveen Fund Advisors, LLC (since 2011); Managing Director — Investment Services of Nuveen Commodities Asset Management, LLC (since 2011); previously, Head of Institutional Asset Management (2007-2008) of Bear Stearns Asset Management; Head of Institutional Asset Mgt. (1986-2007) of Bank of NY Mellon; Chartered Financial Analyst.     204   
Lorna C. Ferguson
333 West Wacker Drive
Chicago, IL 60606 (10/24/45)
  Vice President   Term: Annual Length of Service: Since 1998   Managing Director (since 2004) of Nuveen Securities, LLC; Managing Director (since 2005) of Nuveen Fund Advisors, LLC.     204   
Stephen D. Foy
333 West Wacker Drive
Chicago, IL 60606
(5/31/54)
  Vice President and Controller   Term: Annual Length of Service: Since 1993   Senior Vice President (since 2010); formerly, Vice President (1993-2010) and Funds Controller (since 1998) of Nuveen Securities, LLC; Vice President (2005-2010) of Nuveen Fund Advisors, LLC; Certified Public Accountant.     204   

 

30


Name, Address
and Birth Date
  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
Served by
Officer
 
Scott S. Grace
333 West Wacker Drive
Chicago, IL 60606
(8/20/70)
  Vice President and Treasurer   Term: Annual Length of Service: Since 2009   Managing Director, Corporate Finance & Development, Treasurer (since 2009) of Nuveen Securities, LLC; Managing Director and Treasurer of Nuveen Investments Advisers, Inc., Nuveen Investments Holdings, Inc., Nuveen Fund Advisors, LLC and of Nuveen Asset Management, LLC (since 2011); Vice President and Treasurer of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC; Vice President of Santa Barbara Asset Management, LLC; formerly, Treasurer (2006-2009), Senior Vice President (2008-2009), previously, Vice President (2006-2008) of Janus Capital Group, Inc.; formerly, Senior Associate in Morgan Stanley’s Global Financial Services Group (2000-2003); Chartered Accountant Designation.     204   
Walter M. Kelly
333 West Wacker Drive
Chicago, IL 60606 (2/24/70)
  Chief Compliance Officer and Vice President   Term: Annual Length of Service: Since 2003   Senior Vice President (since 2008) of Nuveen Investments Holdings, Inc.; Senior Vice President (since 2008) and Assistant Secretary (since 2003), of Nuveen Fund Advisors, LLC; formerly, Senior Vice President of Nuveen Securities, LLC (2008-2011).     204   
Tina M. Lazar
333 West Wacker Drive
Chicago, IL 60606 (8/27/61)
  Vice President   Term: Annual Length of Service: Since 2002   Senior Vice President (since 2010), formerly, Vice President (2005-2010) of Nuveen Fund Advisors, LLC.     204   

 

31


Name, Address
and Birth Date
  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
Served by
Officer
 
Kevin J. McCarthy
333 West Wacker Drive
Chicago, IL 60606 (3/26/66)
  Vice President and Secretary   Term: Annual Length of Service: Since 2007   Managing Director and Assistant Secretary (since 2008) of Nuveen Securities, LLC; 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; Vice President and Assistant Secretary of Nuveen Investment Advisers Inc., NWQ Investment Management Company, LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and (since 2010) Winslow Capital Management, LLC; Vice President and Secretary (since 2010) of Nuveen Commodities Asset Management, LLC; prior thereto, Partner, Bell, Boyd & Lloyd LLP (1997-2007).     204   
Kathleen L. Prudhomme
901 Marquette Avenue
Minneapolis, MN 55402 (3/30/53)
  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).     204   

 

(1) 

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

 

32


Audit Committee Report

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

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

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

The current members of the committee are:

Robert P. Bremner

David J. Kundert

William J. Schneider

Carole E. Stone

Terence J. Toth

 

33


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 Entities
     Fund      Adviser and
Adviser Entities
     Fund      Adviser and
Adviser Entities
 
      Fiscal
Year
Ended
2011
     Fiscal
Year
Ended
2012
     Fiscal
Year
Ended
2011
     Fiscal
Year
Ended
2012
     Fiscal
Year
Ended
2011
     Fiscal
Year
Ended
2012
     Fiscal
Year
Ended
2011
     Fiscal
Year
Ended
2012
     Fiscal
Year
Ended
2011
     Fiscal
Year
Ended
2012
     Fiscal
Year
Ended
2011
     Fiscal
Year
Ended
2012
     Fiscal
Year
Ended
2011
     Fiscal
Year
Ended
2012
 

AMT-Free Municipal(5)

   $ 18,200       $ 21,200       $ 7,750       $ 0       $     0       $     0       $     0       $     0       $     0       $     0       $ 0       $ 0       $     0       $     0   

AMT-Free Municipal Value(6)

     18,200         16,200         0         0         0         0         0         0         0         0         0         0         0         0   

Dividend Advantage

     18,200         21,200         7,750         0         0         0         0         0         0         0         0         0         0         0   

Dividend Advantage 2

     18,200         21,200         0         0         0         0         0         0         0         0         0         0         0         0   

Dividend Advantage 3

     18,200         21,200         14,000         0         0         0         0         0         0         0         0         850         0         0   

Dividend Advantage Municipal

     18,200         21,200         7,750         0         0         0         0         0         0         0         0         850         0         0   

Enhanced Value

     18,200         21,200         0         0         0         0         0         0         0         0         0         0         0         0   

Investment Quality

     18,200         21,200         1,500         0         0         0         0         0         0         0         2,550         0         0         0   

Municipal Advantage

     18,200         21,200         0         0         0         0         0         0         0         0         0         0         0         0   

Municipal Income

     18,200         16,200         0         0         0         0         0         0         0         0         0         0         0         0   

Municipal Market Opportunity

     18,200         21,200         0         0         0         0         0         0         0         0         0         0         0         0   

Municipal Opportunity

     18,200         21,200         0         0         0         0         0         0         0         0         850         0         0         0   

Municipal Value

     18,200         16,200         25,000         18,000         0         0         0         0         0         0         0         0         0         0   

New York AMT-Free(7)

     18,200         21,200         0         0         0         0         0         0         0         0         0         0         0         0   

Performance Plus

     18,200         21,200         1,500         0         0         0         0         0         0         0         1,700         0         0         0   

Premier Municipal

     18,200         21,200         1,500         0         0         0         0         0         0         0         2,550         0         0         0   

Premium Income 2

     18,200         21,200         1,500         0         0         0         0         0         0         0         2,550         0         0         0   

Premium Income 4

     18,200         21,200         0         0         0         0         0         0         0         0         0         0         0         0   

Premium Income

     18,200         21,200         1,500         0         0         0         0         0         0         0         1,700         0         0         0   

Quality Income

     18,200         21,200         1,500         0         0         0         0         0         0         0         850         0         0         0   

Quality Municipal

     18,200         21,200         1,500         0         0         0         0         0         0         0         1,700         0         0         0   

Select Quality

     18,200         21,200         1,500         5,000         0         0         0         0         0         0         2,550         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.

 

34


(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 Nuveen Premier Municipal Opportunity Fund, Inc. and Nuveen Premium Income Municipal Opportunity Fund on May 3, 2013.

 

(6) The Fund changed its name from Nuveen Municipal Value Fund 2 on October 15, 2012.

 

(7) The Fund acquired Nuveen New York Investment Quality Fund, Inc., Nuveen New York Select Quality Municipal Fund, Inc., Nuveen New York Quality Income Municipal Fund, Inc., Nuveen Premium Income Municipal Fund, Inc. and Nuveen New York Dividend Advantage Municipal Income Fund on March 8, 2013.

 

35


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

Build America

   $ 21,200       $ 22,250       $     0       $     0       $     0       $     0       $     0       $     0       $     0       $     0       $     0       $     0       $     0       $     0   

Build America Bond

     21,200         22,250         0         0         0         0         0         0         0         0         0         0         0         0   

California Portfolio

     16,200         19,500         0         0         0         0         0         0         0         0         0         0         0         0   

New York Portfolio

     16,200         19,500         0         0         0         0         0         0         0         0         0         0         0         0   

Select Maturities

     16,200         16,750         0         0         0         0         0         0         0         0         0         0         0         0   

Select Portfolio

     16,200         19,500         0         0         0         0         0         0         0         0         0         0         0         0   

Select Portfolio 2

     16,200         19,500         0         0         0         0         0         0         0         0         0         0         0         0   

Select Portfolio 3

     16,200         19,500         0         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.

 

36


Non-Audit Fees. The following tables provide the aggregate non-audit fees billed by each Fund’s independent registered accounting firm for services rendered to each Fund, the Adviser and the Adviser Entities during each Fund’s last two fiscal years.

 

      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 2011
     Fiscal Year
Ended 2012
     Fiscal Year
Ended 2011
     Fiscal Year
Ended 2012
     Fiscal Year
Ended 2011
     Fiscal Year
Ended 2012
     Fiscal Year
Ended 2011
     Fiscal Year
Ended 2012
 

AMT-Free Municipal

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

AMT-Free Municipal 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         850         0         0         0         0         0         850   

Dividend Advantage Municipal

     0         850         0         0         0         0         0         850   

Enhanced Value

     0         0         0         0         0         0         0         0   

Investment Quality

     2,550         0         0         0         0         0         2,550         0   

Municipal Advantage

     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

     850         0         0         0         0         0         850         0   

Municipal Value

     0         0         0         0         0         0         0         0   

New York AMT-Free

     0         0         0         0         0         0         0         0   

Performance Plus

     1,700         0         0         0         0         0         1,700         0   

Premier Municipal

     2,550         0         0         0         0         0         2,550         0   

Premium Income 2

     2,550         0         0         0         0         0         2,550         0   

Premium Income 4

     0         0         0         0         0         0         0         0   

Premium Income

     1,700         0         0         0         0         0         1,700         0   

Quality Income

     850         0         0         0         0         0         850         0   

Quality Municipal

     1,700         0         0         0         0         0         1,700         0   

Select Quality

     2,550         0         0         0         0         0         2,550         0   

 

37


      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 2012
     Fiscal Year
Ended 2013
     Fiscal Year
Ended 2012
     Fiscal Year
Ended 2013
     Fiscal Year
Ended 2012
     Fiscal Year
Ended 2013
     Fiscal Year
Ended 2012
     Fiscal Year
Ended 2013
 

Build America

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

Build America Bond

     0         0         0         0         0         0         0         0   

California Portfolio

     0         0         0         0         0         0         0         0   

New York Portfolio

     0         0         0         0         0         0         0         0   

Select Maturities

     0         0         0         0         0         0         0         0   

Select Portfolio

     0         0         0         0         0         0         0         0   

Select Portfolio 2

     0         0         0         0         0         0         0         0   

Select Portfolio 3

     0         0         0         0         0         0         0         0   

 

38


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 (a) pre-approved by the Audit Committee if they are expected to be for amounts greater than $10,000; (b) reported to the Audit Committee Chairman for his/her verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (c) 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

Each Board has appointed Ernst & Young LLP as independent registered public accounting firm to audit the books and records of each Fund for its current fiscal year. A representative of Ernst & Young LLP will be present at the Annual Meetings to make a statement, if such representative so desires, and to respond to shareholders’ questions. Ernst & Young LLP has informed each Fund that it has no direct or indirect material financial interest in the Funds, Nuveen, the Adviser or any other investment company sponsored by Nuveen.

Section 16(a) Beneficial Interest Reporting Compliance

Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require Board Members and officers, the Adviser, affiliated persons of the Adviser and persons who own more than 10% of a registered class of a Fund’s equity securities to file forms reporting their affiliation with that Fund and reports of ownership and changes in ownership of that Fund’s shares with the SEC and the New York Stock Exchange or NYSE MKT, LLC, as applicable. These persons and entities are required by SEC regulation to furnish the Funds with copies of all Section 16(a) forms they file. Based on a review of these forms furnished to each Fund, each Fund believes that its Board Members and officers, the Adviser and affiliated persons of the Adviser have complied with all applicable Section 16(a) filing requirements during its last fiscal year. To the knowledge of management of the Funds, no shareholder of a Fund owns more than 10% of a registered class of a Fund’s equity securities, except as provided in Appendix 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.

 

39


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

Shareholder Proposals

To be considered for presentation at the annual meeting of shareholders of the Funds to be held in 2014, a shareholder proposal 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 3, 2014. 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 must, pursuant to each Fund’s By-Laws, submit such written notice to the Fund not later than May 17, 2014 or prior to May 2, 2014. 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 Investments, 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 and 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 fiscal year end for each Fund (except Build America, Build America Bond, California Portfolio, New York AMT-Fund, New York Portfolio, Select Maturities, Select Portfolio, Select Portfolio 2 and Select Portfolio 3) is October 31. The fiscal year end for Build America, Build America Bond, California Portfolio, New York Portfolio, Select Maturities, Select Portfolio, Select Portfolio 2 and Select Portfolio 3 is March 31. The fiscal year end for New York AMT-Free is September 30.

 

40


Annual Report Delivery

Annual reports will be sent to shareholders of record of each Fund following each Fund’s fiscal year end. 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 7, 2013.

Each Fund’s Proxy Statement is available at www.nuveenproxy.com/ProxyInfo/Default .aspx. 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 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 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 shareholders. Under each Fund’s By-Laws, an adjournment of a meeting with respect to a matter requires the affirmative vote of a majority of the shares entitled to vote on the matter present in person or represented by proxy at the meeting.

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

Kevin J. McCarthy

Vice President and Secretary

June 27, 2013

 

41


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, 2012.

 

Dollar Range of Equity Securities  
Board Member Nominees   AMT-Free
Municipal
Income
    AMT-Free
Municipal
Value
    Build
America
    Build
America
Bond
    California
Portfolio
    Dividend
Advantage
    Dividend
Advantage 2
    Dividend
Advantage 3
    Dividend
Advantage
Municipal
    Enhanced
Value
    Investment
Quality
 

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

  

     
Robert P. Bremner   $     0      $     0      $     0      $     0      $     0      $     0      $     0      $     0      $     0      $     0      $     0   
Jack B. Evans     0        0        0        0        0        0        0        0        0        0        0   
William C. Hunter     0        0        0        0        0        0        0        0        0        0        0   
David J. Kundert     0        0        0        0        0        0        0        0        0        0        0   
William J. Schneider     0        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        0   
Carole E. Stone     0        0        0        0        0        0        0        0        0        0        0   
Virginia L. Stringer     0        0        0        0        0        0        0        0        0        0        0   
Terence J. Toth     0        0        0        0        0        0        0        0        0        0        0   

Board Member/Nominee who is an interested person of the Funds

  

     
John P. Amboian    
 
Over
100,000
  
  
    0        0        0        0        0        0       
 
50,001-
100,000
 
  
   
 
Over
100,000
  
  
    0        0   

 

A-1


Dollar Range of Equity Securities
Board Member Nominees   Municipal
Advantage
  Municipal
Income
  Municipal
Market
Opportunity
  Municipal
Opportunity
  Municipal
Value
  New York
AMT-Free
  New York
Portfolio
  Performance
Plus
  Premier
Municipal
  Premium
Income 2
  Premium
Income 4

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

     
Robert P. Bremner   $0   $0   $0   $0   $0   $0   $0   $0   $0   $0   $0
Jack B. Evans   0   0   0   0   0   0   0   0   0   0   0
William C. Hunter   0   0   0   0   0   0   0   0   0   0   0
David J. Kundert   0   0   0   0   0   0   0   0   0   0   0
William J. Schneider   0   0   0   0   0   0   0   0   0   0   0
Judith M. Stockdale   0   0   10,001-
50,000
  0   0   0   0   0   1-10,000   10,001-
50,000
  0
Carole E. Stone   0   0   0   0   0   0   0   0   0   0   0
Virginia L. Stringer   0   0   0   0   0   0   0   0   0   0   0
Terence J. Toth   0   0   0   0   0   0   0   0   0   0   0

Board Member/Nominee who is an interested person of the Funds

     
John P. Amboian   50,001-
100,000
  0   0   0   0   0   0   0   10,001-
50,000
  0   0

 

Dollar Range of Equity Securities

Board Member Nominees   Premium
Income
  Quality
Income
  Quality
Municipal
  Select
Quality
  Select
Maturities
  Select
Portfolio
  Select
Portfolio 2
  Select
Portfolio 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

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

Board Member/Nominee who is an interested person of the Funds

John P. Amboian   0   0   0   0   0   0   0   0   Over $100,000

 

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

 

A-2


The following table sets forth, for each Board Member and Board Member Nominee and for the Board Members and Board Member Nominees and officers as a group, the amount of shares beneficially owned in each Fund as of December 31, 2012. The information as to beneficial ownership is based on statements furnished by each Board Member and officer.

 

Fund Shares Owned By Board Members And Officers(1)
Board Member Nominees   AMT-Free
Municipal
Income
  AMT-Free
Municipal
Value
  Build
America
  Build
America
Bond
  California
Portfolio
  Dividend
Advantage
  Dividend
Advantage 2
  Dividend
Advantage 3
  Dividend
Advantage
Municipal
  Enhanced
Value
  Investment
Quality

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

     
Robert P. Bremner   0   0   0   0   0   0   0   0   0   0   0
Jack B. Evans   0   0   0   0   0   0   0   0   0   0   0
William C. Hunter   0   0   0   0   0   0   0   0   0   0   0
David J. Kundert   0   0   0   0   0   0   0   0   0   0   0
William J. Schneider   0   3,000   0   0   0   0   0   0   0   0   0
Judith M. Stockdale   0   0   0   0   0   1,254   0   0   0   0   0
Carole E. Stone   0   0   0   0   0   0   0   0   0   0   0
Virginia L. Stringer   0   0   0   0   0   0   0   0   0   0   0
Terence J. Toth   0   0   0   0   0   0   0   0   0   0   0

Board Member/Nominee who is an interested person of the Funds

John P. Amboian   22,500   0   0   0   0   0   0   5,000   22,500   0   0

All Board Members and Officers as a Group

  22,500   3,000   0   0   0   53,454   0   6,580   22,500   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.

 

Fund Shares Owned By Board Members And Officers(1)
Board Member Nominees   Municipal
Advantage
  Municipal
Income
  Municipal
Market
Opportunity
  Municipal
Opportunity
  Municipal
Value
  New York
AMT-Free
  New York
Portfolio
  Performance
Plus
  Premier
Municipal
  Premium
Income 2
  Premium
Income 4

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

     
Robert P. Bremner   0   0   0   0   0   0   0   0   0   0   0
Jack B. Evans   0   0   0   0   0   0   0   0   0   0   0
William C. Hunter   0   0   0   0   0   0   0   0   0   0   0
David J. Kundert   0   0   0   0   0   0   0   0   0   0   0
William J. Schneider   0   0   0   0   0   0   0   0   0   0   0
Judith M. Stockdale   0   0   1,203   0   0   0   0   0   5   1,160   0
Carole E. Stone   0   0   0   0   0   0   0   0   0   0   0
Virginia L. Stringer   0   0   0   0   0   0   0   0   0   0   0
Terence J. Toth   0   0   0   0   0   0   0   0   0   0   0

Board Member/Nominee who is an interested person of the Funds

John P. Amboian   4,000   0   0   0   0   0   0   0   2,500   0   0

All Board Members and Officers as a Group

  5,531   0   1,203   0   12,034   0   0   2,500   2,505   1,160   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.

 

A-3


Fund Shares Owned By Board Members And Officers(1)
Board Member Nominees    Premium
Income
   Quality
Income
   Quality
Municipal
   Select
Quality
   Select
Maturities
   Select
Portfolio
   Select
Portfolio 2
   Select
Portfolio 3

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

  
Robert P. Bremner    0    0    0    0    0    0    0    0
Jack B. Evans    0    0    0    0    0    0    0    0
William C. Hunter    0    0    0    0    0    0    0    0
David J. Kundert    0    0    0    0    0    0    0    0
William J. Schneider    0    0    0    0    0    0    0    0
Judith M. Stockdale    0    0    0    0    0    0    0    0
Carole E. Stone    0    0    0    0    0    0    0    0
Virginia L. Stringer    0    0    0    0    0    0    0    0
Terence J. Toth    0    0    0    0    0    0    0    0

Board Member/Nominee who is an interested person of the Funds

  
John P. Amboian    5,000    0    0    0    0    0    0    0

All Board Members and Officers as a Group

   12,000    0    0    0    0    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.

 

A-4


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 own more than 5% of any class of shares of any Fund*:

 

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

AMT-Free Municipal Income (NEA)

— Variable Rate MuniFund Term Preferred Shares

 

Citibank, N.A.(a)

399 Park Avenue

New York, NY 10022

    676        100
 

Citicorp(a)

399 Park Avenue

New York, NY 10022

   
 

Citigroup Inc.(a)

399 Park Avenue

New York, NY 10022

   

AMT Free Municipal Value (NUW)
— Common Shares

 

First Trust Portfolios L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    1,383,930        10.67
 

First Trust Advisors L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   
 

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   

California Portfolio (NXC)
— Common Shares

 

First Trust Portfolios L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    386,789        6.17
 

First Trust Advisors L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   
 

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   

Dividend Advantage (NAD)
— Common Shares

 

First Trust Portfolios L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    2,593,121        6.60
 

First Trust Advisors L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   
 

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   

— Variable Rate MuniFund Term Preferred Shares

 

Citibank, N.A.(a)

399 Park Avenue

New York, NY 10022

    1,204        100

 

B-1


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

Citicorp(a)

399 Park Avenue

New York, NY 10022

   
 

Citigroup Inc.(a)

399 Park Avenue

New York, NY 10022

   

— MuniFund Term Preferred Shares

 

Karpus Management, Inc.

d/b/a Karpus Investment Management

183 Sully’s Trail

Pittsford, NY 14534

    1,639,328        11.36

Dividend Advantage 2 (NXZ)
— Common Shares

 

First Trust Portfolios L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    3,033,412        10.29
 

First Trust Advisors L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   
 

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   

Dividend Advantage 3 (NZF)
— Common Shares

 

First Trust Portfolios L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    6,008,464        14.87
 

First Trust Advisors L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   
 

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   

— Variable Rate MuniFund Term Preferred Shares

 

Wells Fargo and Company

420 Montgomery Street

San Francisco, CA 94163

    1,692        100

— MuniFund Term Preferred Shares

 

Karpus Management, Inc.

d/b/a Karpus Investment Management

183 Sully’s Trail

Pittsford, NY 14534

    1,028,458        14.69

Dividend Advantage Municipal (NVG)

— Variable Rate MuniFund Term Preferred Shares

 

Wells Fargo and Company

420 Montgomery Street

San Francisco, CA 94163

    925        100

Investment Quality (NQM)
— Common Shares

 

First Trust Portfolios L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    2,611,907        7.27
 

First Trust Advisors L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   
 

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   

 

B-2


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

Municipal Advantage (NMA)
— Common Shares

 

First Trust Portfolios L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    3,555,536        8.14
 

First Trust Advisors L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   
 

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   

Municipal Market Opportunity (NMO)
— Common Shares

 

First Trust Portfolios L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    2,389,939        5.21
 

First Trust Advisors L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   
 

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   

New York AMT-Free (NRK)
— Common Shares

 

First Trust Portfolios L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    4,958,015        5.66
 

First Trust Advisors L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   
 

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   

— Variable Rate MuniFund Term Preferred Shares

 

Wells Fargo and Company

420 Montgomery Street

San Francisco, CA 94163

    507        100

Performance Plus (NPP)
— Common Shares

 

Morgan Stanley(c)

1585 Broadway

New York, NY 10036

    3,084,707        5.10
 

Morgan Stanley Smith Barney LLC(c)

1585 Broadway

New York, NY 10036

   

— Variable Rate MuniFund Term Preferred Shares

 

Wells Fargo and Company

420 Montgomery Street

San Francisco, CA 94163

    5,350        100

Premier Municipal (NPF)
— Common Shares

 

First Trust Portfolios L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    1,518,518        7.64
 

First Trust Advisors L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   

 

B-3


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

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   

Premium Income 2 (NPM)
— Common Shares

 

First Trust Portfolios L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    5,072,967        7.18
 

First Trust Advisors L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   
 

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   

Premium Income (NPI)
— Common Shares

 

First Trust Portfolios L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    3,722,253        5.82
 

First Trust Advisors L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   
 

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   

Quality Municipal (NQI)
— Common Shares

 

First Trust Portfolios L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    3,931,911        10.23
 

First Trust Advisors L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   
 

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   

Select Maturities (NIM)
— Common Shares

 

First Trust Portfolios L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    664,572        5.35
 

First Trust Advisors L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   
 

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   

Select Portfolio (NXP)
— Common Shares

 

First Trust Portfolios L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    894,233        5.40
 

First Trust Advisors L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   

 

B-4


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

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   

Select Portfolio 3 (NXR)
— Common Shares

 

First Trust Portfolios L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

    662,378        5.08
 

First Trust Advisors L.P.(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   
 

The Charger Corporation(b)

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

   

 

 

* The information contained in this table is based on Schedule 13G filings made on or before June 10, 2013.

 

(a) Citibank N.A., Citicorp and Citigroup Inc. filed their Schedule 13G jointly and did not differentiate holdings as to each entity.

 

(b) First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation filed their Schedule 13G jointly and did not differentiate holdings as to each entity.

 

(c) Morgan Stanley and Morgan Stanley Smith Barney LLC filed their Schedule 13G jointly and did not differentiate holdings as to each entity.

Variable Rate Demand Preferred Shares (“VRDP Shares”) are designed to be eligible for purchase by money market funds. Based on information provided by remarketing agents for the VRDP Shares, money market funds within certain fund complexes may hold, in the aggregate, greater than 5% of the outstanding VRDP Shares of one or more Funds, and individual money market funds within such complexes may beneficially own an indeterminable amount of VRDP Shares exceeding 5% of the outstanding VRDP Shares of one or more Funds. Information with respect to aggregate holdings of these VRDP Shares associated with fund complexes identified by the remarketing agents, other than with respect to the Vanguard complex, including the number of VRDP Shares associated with the fund complex and percentage of total outstanding, is as follows: AMT-Free Municipal Income, Series 1: Schwab (1,195 shares (54.6%)), Federated (919 shares) (42.0%)), Morgan Stanley (76 shares (3.5%)); AMT-Free Municipal Income, Series 2: Blackrock (69 shares (5.3%)), JP Morgan (220 shares (16.8%)), Schwab (240 shares (18.3%)), Federated (240 shares (18.3%)), Bank of America (150 shares (11.5%)), Morgan Stanley (150 shares 11.5%)); Dividend Advantage 2: Schwab (980 shares (50%)), Federated (980 shares (50%)); Investment Quality: Deutsche Bank (200 shares (8.4%)), Federated (300 shares (12.7%)), JP Morgan (803 shares (33.9%)), Morgan Stanley (200 shares (8.4%)), Northern Trust (400 shares (16.9%)), Schwab (465 shares (19.6%)); Municipal Advantage: Blackrock (153 shares (5.2%)), Federated (700 shares (23.6%)), Schwab (1,774 shares (59.8%)); Municipal Market Opportunity: Blackrock (39 shares (1.1%)), JP Morgan (1,145 shares (32.6%)), Goldman Sachs (525 shares (15.0%)), Schwab (800 shares (22.8%)), Morgan Stanley (450 shares (12.8%)), Federated (550 shares (15.7%)); Municipal Opportunity: Schwab (1,500 shares (22.5%)), Federated (300 shares (4.5%)), JP Morgan (1,500 shares (22.5%)), Bank of America (1,000 shares (15%)), Morgan Stanley (522 shares (7.8%)); New York AMT-Free, Series 1: Blackrock (87 shares (7.7%)), JP Morgan (286 shares (25.5%)), Schwab (200 shares (17.8%)), Federated (200 shares (17.8%)), Bank of America (150 shares (13.4%)); New York AMT-Free, Series 2: Blackrock (76 shares (4.6%)), JP Morgan (474 shares (28.8%)), Schwab

 

B-5


(310 shares (18.8%)), Federated (310 shares (18.8%)), Bank of America (168 shares (10.2%)); New York AMT-Free, Series 3: Blackrock (85 shares (5.3%)), JP Morgan (262 shares (16.2%)), Schwab (310 shares (19.2%)), Federated (310 shares (19.2%)), Bank of America (170 shares (10.5%)), Morgan Stanley (170 shares (10.5%)); New York AMT-Free, Series 4: Schwab (290 shares (58.0%)), Federated (210 shares (42%)); Premier Municipal: Federated (50 shares (3.9%), JP Morgan (967 shares (75.7%)), Morgan Stanley (120 shares (9.4%)), Schwab (140 shares (11.0%)); Premium Income 2: Deutsche Bank (525 shares (10.7%)), Federated (300 shares (6.1%)), JP Morgan (900 shares (18.4%)), Morgan Stanley (1,450 shares (29.6%)), Northern Trust (850 shares (17.4%)), Schwab (870 shares (17.8%)); Premium Income 4: Federated (150 shares (5.7%)), Columbia (772 shares (29.4%)); Quality Income: Bank of America (884 shares (20.6%)), Federated (650 shares (15.2%)), Morgan Stanley (500 shares (11.7%)), Schwab (1,150 shares (26.8%)); and Select Quality: Deutsche Bank (400 shares (15.0%)), Federated (250 shares (9.3%)), JP Morgan (400 shares (15.0%)), Morgan Stanley (230 shares (8.6%)), Northern Trust (500 shares (18.7%)), Schwab (895 shares (33.5%)). Information with respect to the holdings of VRDP Shares by funds in the Vanguard complex identified by Vanguard, including number of VRDP Shares held and percentage of total outstanding, is as follows: AMT-Free Municipal Income, Series 2: Vanguard Tax-Exempt Money Market Fund (240 shares (18.3%)); Municipal Advantage: Vanguard Tax-Exempt Money Market Fund (341 shares (11.5%)); Municipal Opportunity: Vanguard Tax-Exempt Money Market Fund (1,850 shares (27.7%)); New York AMT-Free, Series 1: Vanguard Tax-Exempt Money Market Fund (200 shares (17.8%)); New York AMT-Free, Series 2: Vanguard Tax-Exempt Money Market Fund (310 shares (18.8%)); New York AMT-Free, Series 3: Vanguard Tax-Exempt Money Market Fund (310 shares (19.2%)); Premium Income 4: Vanguard Tax-Exempt Money Market Fund (1,700 shares (64.8%)); and Quality Income: Vanguard Tax-Exempt Money Market Fund (1,100 shares (25.7%)).

 

B-6


APPENDIX C

NUMBER OF BOARD AND COMMITTEE MEETINGS

HELD DURING EACH FUND’S LAST FISCAL YEAR

 

Fund    Regular
Board
Meeting
     Special
Board
Meeting
     Executive
Committee
Meeting
     Dividend
Committee
Meeting
     Compliance, Risk
Management
and Regulatory
Oversight
Committee
Meeting
     Audit
Committee
Meeting
     Nominating
and
Governance
Committee
Meeting
     Closed-
End Funds
Committee
Meeting
 
AMT-Free Municipal      5         6         0         4         6         4         6         3   
AMT-Free Municipal Value      5         6         0         4         6         4         6         3   
Build America      5         5         0         4         5         4         6         4   
Build America Bond      5         5         0         4         5         4         6         4   
California Portfolio      5         5         0         4         5         4         6         4   
Dividend Advantage      5         6         0         4         6         4         6         3   
Dividend Advantage 2      5         6         0         4         6         4         6         3   
Dividend Advantage 3      5         6         0         4         6         4         6         3   
Dividend Advantage Municipal      5         6         0         4         6         4         6         3   
Enhanced Value      5         6         0         4         6         4         6         3   
Investment Quality      5         6         0         4         6         4         6         3   
Municipal Advantage      5         6         0         4         6         4         6         3   
Municipal Income      5         6         0         4         6         4         6         3   
Municipal Market Opportunity      5         6         0         4         6         4         6         3   
Municipal Opportunity      5         6         0         4         6         4         6         3   
Municipal Value      5         6         0         4         6         4         6         3   
New York AMT-Free      6         4         0         4         6         4         6         3   
New York Portfolio      5         5         0         4         5         4