As
part of their review, the Board Members and independent legal counsel met in
executive session on April 9, 2025 to review and discuss materials
provided
in connection with their annual review of the Advisory Agreements. After
reviewing this information, the Board Members requested,
directly
or through independent legal counsel, additional information, and the Board
subsequently reviewed and discussed the responses to these
follow-up
questions and requests. The Board Members and independent legal counsel met
again in executive session on April 17, 2025 (together
with
the April 9, 2025 executive session, the “Executive Sessions”) to discuss the
responses to the initial supplemental information request and,
following
their review of the data provided, requested management present certain
additional information at the Meeting. In addition to the
Executive
Sessions, the Board Members met in additional executive sessions prior to and
during the Meeting. During the Meeting, the Board
Members
considered the responses, invited representatives of management to provide
additional information and determined that the information
provided
(whether oral or written) was responsive to their requests.
The
Board Members were advised by independent legal counsel during the annual review
process as well as throughout the year, including meeting
in
executive sessions with such counsel at which no representatives of management
were present. In connection with their annual review, the Board
Members
also received a memorandum from independent legal counsel outlining their
fiduciary duties and legal standards in reviewing the Advisory
Agreements,
including guidance from court cases evaluating advisory fees.
After
the discussions and with the background and knowledge described above, the Board
Members approved the continuation of the Advisory
Agreements
on behalf of the applicable Funds for an additional one-year period. The Board
did not identify any single factor as all-important or
controlling,
but rather each decision reflected the comprehensive consideration of all the
information (written or oral) provided to the Board and
its
committees throughout the year as well as the materials prepared specifically in
connection with the annual review process. The contractual
arrangements
may reflect the results of prior year(s) of review, negotiation and information
provided in connection with the Board’s annual review of
the
Funds’ advisory arrangements and oversight of the Funds. Each Board Member may
have attributed different levels of importance to the various
factors
and information considered in connection with the annual review process and may
have placed different emphasis on the relevant information
year
to year in light of, among other things, changing market and economic
conditions. A summary of the principal factors and information, but not
all
the factors, the Board considered in deciding to renew the Advisory Agreements
is set forth below.
A.
Nature, Extent and Quality of Services
In
evaluating the renewal of the Advisory Agreements, the Board Members received
and considered information regarding the nature, extent and
quality
of the applicable Fund Adviser’s services provided to each respective Fund. With
this approach, they considered the roles of the Adviser and
the
Sub-Adviser in providing services to the Funds.
The
Board considered that the Adviser provides a wide array of management, oversight
and other services to manage and operate the Funds. The
Board
considered the Adviser and its affiliates’ dedication of resources, time, people
and capital as well as consistent program of improvement
and
innovation aimed at keeping the Nuveen fund complex relevant and attractive for
existing and new investors and meeting the needs of an
increasingly
complex regulatory environment. Among the information provided in connection
with the review of services at the Meeting and/or prior
meetings,
the Board considered a description of the organizational changes at the Adviser
during the year, the management teams that comprise
the
various support and investment functions for the funds and the background of
certain personnel who support the funds. The Board considered
the
significant resources, both financial and personnel, the Adviser and its
affiliates had committed over the past several years in working to bring the
asset
management businesses of Nuveen and TIAA under one centralized umbrella and to
consolidate their respective fund families to the benefit
of
the funds through, among other things, enhanced operating efficiencies,
centralized investment leadership and a centralized shared resources
and
support model. To help ensure the continuation of services, the Board
considered, among other things, management’s emphasis on succession
planning
and key person risk evaluation pursuant to which certain management team(s) meet
annually to conduct a comprehensive review of
successors
to key positions, to develop and monitor corporate-wide standards and procedures
in seeking to help ensure the firm may continue to
operate
in the event of business disruptions, and to review staffing and compensation
levels to help remain competitive with peers in the industry.
The
Board considered a description of the application of business continuity plans
and the periodic testing and review of such plans. As noted
below,
the Board also considered certain financial data of the Adviser and TIAA in
assessing the financial stability and condition of the Adviser to
provide
a high level of quality of services to the Funds.
In
its review, the Board considered that the Funds operated in a highly regulated
industry and the scope and complexity of the services and
resources
that the Adviser and its affiliates must provide to manage and operate the Funds
have expanded over the years due to regulatory, market
and
other developments. Such services included maintaining and monitoring the Nuveen
funds’ compliance programs, risk management programs,
liquidity
risk management programs, derivatives risk management programs and cybersecurity
programs. The Board and/or its Compliance,
Risk
Management and Regulatory Oversight Committee received reports regarding the
funds’ compliance policies and procedures and matters
undertaken
thereunder as well as other compliance initiatives on a regular basis.
In
considering the breadth and quality of services the Adviser and its various
teams provide, the Board considered that the Adviser provides
investment
advisory services. With respect to the Funds, such Funds utilize the Sub-Adviser
to manage the portfolios of the Funds subject to
the
supervision of the Adviser. Accordingly, the Board considered that the Adviser
and its affiliates, among other things, oversee and review the
performance
of the Sub-Adviser and its investment team(s); evaluate Fund performance and
market conditions; evaluate investment strategies
and
recommend changes thereto; oversee trade execution and, as applicable,
securities lending; evaluate investment risks; and manage valuation
matters.
As noted below, the Board also considered the Nuveen funds’ performance over
various time periods throughout the year.
In
addition to the portfolio management services provided to the Funds (including
indirectly by overseeing the Sub-Adviser), the Board considered
the
extensive compliance, regulatory, administrative and other services the Adviser
and its various teams or affiliates provide to manage and
operate
the applicable funds, including but not limited to: distribution management
services pursuant to which management seeks to implement
distribution
policies and set distribution levels consistent with each fund’s product design
and positioning; compliance services including establishing
and
maintaining broad-based compliance policies across the Nuveen fund complex,
evaluating the compliance programs of various fund services
providers,
conducting ongoing risk assessments and testing, monitoring portfolio compliance
with investment and regulatory requirements and